The Bridger Valley Chamber of Commerce
April 5, 2017
ARTICLE I – GENERAL
Section 1. Name.
The organization is incorporated under the Laws of the state of Wyoming and shall be known as Bridger Valley Chamber of Commerce Incorporated.
Section 2. Purpose.
The purpose of the Bridger Valley Chamber of Commerce is to:
Promote the social and economic welfare of the Bridger Valley.
Promote area wide-recreational and historic attractions.
Serve as the public information organization for the Bridger Valley.
Section 3. Area.
The Bridger Valley shall mean to include Lyman, Mountain View, Urie, Fort Bridger and adjacent or nearby areas that are historically considered to be part of the Bridger Valley.
Section 4. Limitation of Methods.
The chamber shall be nonprofit, nonpartisan and nonsectarian.
ARTICLE II – MEMBERSHIP
Section 1. Eligibility.
Any person, association, corporation, partnership or estate having an interest in the objectives if the chamber shall be eligible to apply for membership.
Section 2. Membership
Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. Each applicant shall become a member upon payment of the regularly scheduled dues as describes in Section 3.
Section 3. Dues.
Membership dues shall be payable at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually in January.
Section 4. Termination of Membership
Non-payment of Dues. Renewal Statements will be mailed out prior to December 31st of each calendar year. The Board of Directors will expel any member for non-payment of dues after 90 days from the date due.
Improper Conduct. Any member may be expelled for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber. The member will be notified of the complaint and will be given an opportunity for a hearing in a regularly scheduled Board meeting. A two-thirds vote of the Board of Directors will required for membership termination of a membership.
Resignation. Any member may resign from the Chamber upon written request to the Board of Directors.
Section 5. Voting.
At any proceeding in which members vote, each member in good standing shall be entitled to cast one vote.
Section 6. Exercise of privileges.
Any person, association, corporation, partnership, or estate holding a membership may nominate individuals to exercise the voting privileges of the membership covered by its subscription. The member has the right to change its membership nomination at any time upon written notice.
Section 7. Orientation.
At regular intervals, orientation on the purposes and activities of the Chamber shall be conducted for Directors, Officers, committee leaders, committees and new members. A detailed outline for orientation of each group shall be part of this organization’s procedures manual or brochure provided with renewal statement mailed out prior to December 31
st of each year.
ARTICLE III – MEETINGS
Section 1. Annual Meetings.
The Annual Meeting of the Chamber of Commerce shall be held once a year. The Board of Directors shall fix the time and place and will notify all members of the event 15 days before said meeting.
Section 2. Additional Meetings.
The President may call General Meeting of the Chamber of Commerce at any time, or upon petition in writing of twenty percent (20%) of the members in good standings.
Notice of Special Meetings shall be either sent out via mail or email to each member at least five (5) days prior to such meeting, including the purpose of the meeting
Regular Board Meetings. Board meetings will be held on a monthly basis on such days as determined by the board. Notice, including the purpose of the meeting, shall be given to each director two (2) business days prior to the meeting.
Committee Meetings. Committee meetings may be called at any time by the President or by the committee’s leader
Section 3. Quorums.
A majority of the Directors shall constitute a quorum of the Board of Directors. At any duly called general meeting the Chamber, the members present and the majority of the Board shall constitute a quorum. At any committee meeting, a majority of those in attendance shall constitute a quorum.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Composition of the Board.
The Board of Directors shall be composed of at least six (6) members and no more than nine (9) members.
The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances and direct its affairs.
Section 2. Selection and Election of Directors.
A.NOMINATING COMMITTEE – Prior to the annual meeting each year, the Board of Directors will serve as the nominating committee to provide a slate of candidates for election to the Board of Directors. Each nominee shall sign a letter of willingness to serve.
B. PUBLICITY OF NOMINATIONS – The Executive Director will notify the membership of the names of the persons nominated as candidates for the Directors, and the right of petition at or before the annual meeting.
C. ADDITIONAL NOMINATIONS/PETITIONS – Additional names of candidates for Directors can be nominated by petition bearing the signatures of at least five voting members of the Chamber. Such petition shall be files with the board, along with a letter of willingness to serve from the nominee prior to the annual meeting.
Nominations may also be made from the floor of the annual meeting, providing nomination has four seconds and the nominee is at the meeting and signed a letter of willingness to serve.
D. DETERMINATION – If no petitions are filed in accordance with stated procedures and no nominations made from the floor at the Annual Meeting, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of Directors at the Annual Meeting
Section 3. Seating of New Directors – All newly elected Board Members shall be seated at the annual meeting.
Section 4. Vacancies – A member of the Board of Directors who is absent from three (3) consecutive unexcused regular meetings of the Board can be dropped from membership on the Board by vote of the Board.
Vacancies on the Board of Directors, or among Officers shall be filled by recommendation of the Executive Board and confirmed by a majority vote of the Board of Directors
Section 5. Policy
The Board of Directors is responsible for establishing procedures and formulating policy of the organization. They are also responsible for adopting all policies of the organization. These policies shall be maintained in a Policy Manual, and revised as necessary.
Section 6. Management
The Board of Directors shall be empowered to employ an Executive Director and shall fix the salary and other considerations of employment.
ARTICLE V – OFFICERS
Section 1. Duties of Officers
President – The President will serve as executive head of the Chamber of Commerce and shall preside at all meetings of the membership and Board of Directors.
The President shall determine all committees, shall approve all committee leaders and assist in selection of committee personnel, subject to approval of the Board of Directors.
Vice-President. The Vice-President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President.
Secretary – The secretary or his/her designee shall keep minutes of the discussions and resolutions of each Board meeting and shall keep records of the attendance of the Directors.
Treasurer – The Treasurer shall be responsible for the safeguarding of all financial reports received by the Chamber for their proper disbursement. Chamber funds shall be kept on deposit in a financial institution approved by the Board of Directors. The Treasurer shall also make monthly financial reports to the board. All financial transactions, including signing of checks or withdrawal of funds, are to be signed by the President and the Treasurer, or in the absence of either or both, by any two (2) officers. Electronic transactions require documented approval by one Director; documentation can be via e-mail or signed form.
The Board of Directors shall be empowered to employ an Executive Director. In that event, the Executive Directors duties would be as follows.
The Executive Director shall be the manager of administrative duties, shall serve as advisor to the President and committee leaders, shall assemble information and data and shall prepare special reports. The Executive Director shall be a non-voting member of the Board of Directors, the chamber committees and all other committees. The Executive Director shall be responsible to notify all member and Directors of regular and special meetings as required by these bylaws and regulations of the Board of Directors.
ARTICLE VI – COMMITTEES AND DIVISIONS
Section 1. Appointment and Authority. The President, by and with approval of the Board of Directors, shall appoint such committees and their chairs as deemed necessary to carry out the programs of the Chamber. Committees and their chairs shall not exceed the term of the appointing President.
Section 2. Limiting of Authority. No action by any member, committee, division, employee, director, or officer shall be binding upon, or constitute an expression of the policy of the
Chamber, until it has been approved or ratified by the Board of Directors.
Section 3. Standing Committee.
The By–law committee shall consist of the regular Board of Directors. This committee shall make a continual review of the by–laws. Should any recommendation for change, addition, deletion or revision be submitted, the Board of Directors will consider the recommendations in a regular Board of Directors meeting. Any proposed amendments shall be submitted to the general membership; either prior to or at the annual meeting or other meeting provided by the chamber, for consideration, discussion and ratifying vote. Submissions may be sent via mail or email to current members.
The Executive Director, or Secretary if an Executive Director is not in place, shall notify the membership of the meeting, along with the proposed changes, in writing, prior to the meeting. The By-laws may only be amended by first, passing with a majority vote by the Board of Directors and second, by passing with a majority vote of the members present at an amendment meeting.
Section 4. Divisions. The Board may create such divisions, committees, task forces, departments or councils as it deem advisable, to handle the work of the Chamber.
Divisions, committees, task forces, department or councils shall take no action or resolution of any kind bearing upon or expressive of the Chamber, without the approval of the Board of Directors.
The President shall discharge committees when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees.
ARTICLE VII – FINANCES
Section 1. Funds
All money paid to the Chamber shall be placed in a general operating fun. Funds unused from the current year’s budget will be available as carryover funds to be used in the next year’s budget as designated and approved by the Board.
Section 2. Disbursements
All disbursements shall be made monthly by the Chamber Manager after approval and made by the majority vote of the Board of Directors. Disbursement shall be by check signed by appropriate officers. Electronic transactions should be voted on at regular board meeting on transactions exceeding $100.00, less than $100.00 documented approval by one Director; documentation can be via e-mail or signed
Section 3. Audit
The Board of Directors shall authorize regular audits of the accounts of the Chamber on an annual basis. The presentation of the annual audit shall be made to the board at the last meeting prior to the annual meeting, and shall be presented to the general membership during the annual meeting.
Section 5 – Fiscal Year
The fiscal year for the Chamber of Commerce will close of December 31st.
ARTICLE VIII – PARLIMENTARY AUTHORITY
Section 1 – Authority
The current edition of Roberts Rules of Order shall be Final source of authority for all questions or parliamentary procedures not covered by the Articles of Incorporation or the By-laws of the Chamber.
Section 2 – Waiver
Provision of the By-laws may be waived at individual Meetings of the Board of Directors or the general membership by a Simple majority vote of either the Board or the members at those respective meetings.
Such provisions, which may be waived, shall be waived at no more than two consecutive meetings for the Board or the membership
If a legal petition or nomination from the floor shall present additional candidates, the names of all candidates shall be arranged on a ballot. Voting will be conducted at the Annual General Membership Meeting.
Bridger Valley Chamber of Commerce
Board of Directors
Signature of Nominating Committee Members: