ASHTON CHAMBER OF COMMERCE, INC.

 

BYLAWS

Our mission is to work together to sustain and promote existing businesses while encouraging new business development.

ARTICLE I - NAME

The name of this organization shall be ASHTON CHAMBER OF COMMERCE, herein known as the Chamber.

ARTICLE II - ORGANIZATION

Section 2.1. Registered Agent.

The Chamber shall continuously maintain within the state of Idaho a registered agent in compliance with the Idaho Nonprofit Corporation Act.

Section 2.2. Registered and Principal Office.

The registered and principal office of the Chamber shall reside at 714 Main Street, Ashton, ID 83420.

Section 2.3. Limitation of methods.

The Chamber shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501(c)6 of the Internal Revenue Code.

ARTICLE III - PURPOSE

The Chamber is organized to advance the general welfare and prosperity of the Ashton area in such a way that its business community shall prosper. Emphasis will be placed on promotion of the area with particular attention given to the economic, civic, commercial, cultural, industrial, and educational interests of the area.

ARTICLE IV - MEMBERSHIP

Section 4.1. Eligibility.

Membership shall be open to all individuals, professional firms, businesses, and corporations interested in the economic progress and welfare of the City of Ashton and of the surrounding communities.

Section 4.2. Admission.

Admission of members may be any procedure enacted from time to time by the Board of Directors and may or may not include specific entry requirements.

Section 4.3. Membership Levels/Dues

Membership levels and corresponding non-refundableannual dues may be established and/or modified at any time as determined by the Board of Directors.

Section 4.4. Duration of Membership.

Membership shall commence on the date payment is received by the Chamber Treasurer and terminate at the end of that same month twelve (12) months later. Thereafter, annual membership renewal will become due and payable upon the first day of the following month.

Section 4.5. Member directory.

Member listings on the Chamber web site will occur within ten (10) days of receipt of payment of annual dues. In the case of a printed directory, only members that have joined 30 days prior to the printing date will be included.

Section 4.6. Membership Renewal.

Members will receive an advance notice of renewal within 30 days of the anniversary date. If not paid, a second notice will be sent out within 15 days after the anniversary date and if not renewed within 30 days after member’s anniversary date, the member will be removed from the chamber membership roles.

Section 4.7. Cancellation of Membership.

Any member may resign from the Chamber upon written request, but will not be entitled to the refund of membership fees.

Section 4.8. Termination for Cause.

Any member may be expelled for cause by a quorum two thirds (2/3) vote of the Board of Directors attending a regularly scheduled meeting. The expelled member may appeal the decision by following a two-step process of: 1) submitting a written protest to the President of the Board and 2) being heard by a full two-thirds (2/3) majority Board of Directors meeting within thirty (30) days upon the President’s receipt of the written protest.

Reinstatement will be by two-thirds (2/3) approval of the entire Board of Directors.

ARTICLE V - MEMBER MEETINGS

Section 5.1. Annual Meeting.

The annual meeting of the members shall be held during the first three months of each year with the time and place determined by the Board of Directors. Written notice stating the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be delivered to each member by the Secretary of the Chamber (or, if the office of Secretary shall then be vacant, by the President of the Board of the chamber) not less than ten (10) nor more than thirty (30) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears in the Chamber records. Waiver by a member in writing of notice of a members' meeting, signed either before or after the time of the meeting, shall be equivalent to the giving of such notice. Attendance by a member at a members' meeting, whether in person or by proxy, without objection to the notice or lack thereof, shall constitute a waiver of proper notice of the meeting.

Section 5.2. Informational and Special Meetings.

Informational meetings may be called by the President of the board, preferable on a regular date each month. Special meetings of the members may be called by the President of the Board, Board of Directors through a duly adopted resolution, or by written petition of not less than twenty-five (25) percent of all members in good standing. Business transacted at all informational and special member’s meetings shall be confined to the subject(s) stated in the notice of said meeting. When an individual member(s) call for a special meeting of the membership, subject(s) to be addressed at the special meeting shall be delivered to the Secretary within 48 hours of calling for said meeting (or, if the office of Secretary whall then be vacant, to the President of the Board of the chamber).

Section 5.3. Quorum.

Members attending a meeting, represented in person or by proxy, shall constitute a quorum at a meeting of members. The members present at a duly organized meeting may continue to do business until adjournment.

Section 5.4. Proxies.

A member may vote either in person or through a proxy executed in writingby the member or the holder of a lawful power of attorney of said member. No proxy shall be valid after one (1) year from the date of its execution, unless otherwise expressly provided in the proxy.

Section 5.5. Voting.

Each member shall be entitled to one vote on each matter submitted to avote at a meeting of members. The affirmative vote of a majority of the members represented atthe meeting shall be the act of the members as a whole unless the vote of a greater number ofmembers is required by law or otherwise in these Bylaws.

Section 5.6. Action by Consent.

Any action which may be taken at any meeting of the members may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members entitled to vote with respect to the subject matter thereof. The written consent may be executed in several identical counterparts by the members with the effect as if the members had executed a single document.

ARTICLE VI - CHAMBER DIRECTORS

Section 6.1. Size.

The board shall consist of seven (7) members, but this number may be changed by a duly adopted resolution of the Board of Directors not to exceed twelve (12) nor be less than three (3).

Section 6.2. Terms.

Terms shall be staggered two year terms with board members eligible for reelection.

Section 6.3. Resignation.

Any director or officer of the chamber may resign at any time by giving written notice of such resignation to the President of the Board or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof.

Section 6.5. Termination.

A Board member may be removed from the Board if there are more than four total combined regular and special meeting absences during any 12 month period. The procedure for removal of a director is defined in Article VII, Section 7.3.

Section 6.6. Vacancies.

Vacanies on the board and newly created directorships resulting form anyincrease in the number of directors tothe Board of Directors may be filled by a duly approved resolution of a majority of the directors then in office.  Directors who resign or are removed before the expiration of their terms shall be replaced by appointment of a majority vote of the remaining Board of Directors until a replacement may be duly elected and qualified. Any director elected to fill a vacancy or a newly created directorship shall serve until the next election of directors by the members of the corporation. The death of any director shall be treated as a voluntary resignation by the corporation.

Section 6.7. Election of Expiration Terms.

Elections of the board will be the first agenda item at the annual membership meeting. The nominating committee, composed of three board members appointed by the President of the Board will present a slate of nominees for consideration. Nominations may be accepted from the floor. Election of directors will be by majority vote. The current directors shall serve until their successors have been elected and duly qualified.

Section 6.8. Compensation.

Directors, as such, may receive compensation as approved by the membership during the annual membership meeting. They may also be reimbursed for expenses incurred on behalf of the chamber, and attendance at meetings of the board as shall be determined by resolution of the Board of Directors.

ARTICLE VII - BOARD OF DIRECTORS

Section 7.1. Duties and powers.

The Board of Directors is responsible for overall policy and direction of the chamber. The board will also include the management and control of the activities and assets of the chamber and shall exercise all the powers of the chamber subject to limitations set forth in the Articles of Incorporation, these Bylaws, or required to be done or exercised by the members.

Section 7.2. Delegation of responsibility.

The Board of Directors may also delegate responsibility for day-to-day operations to individual directors, committees, and if applicable to an executive director.

Section 7.3. Removal from office.

The Board of Directors may, by resolution adopted by the affirmative vote of 66% or more of all directors, remove a fellow board member from the board for cause.

ARTICLE VIII

- BOARD OF DIRECTOR MEETINGS

Section 8.1. Quorum.

A third of the entire membership of the Board of Directors as fixed inthese Bylaws shall constitute a quorum for the transaction of any business, but in no case shall a quorum consist of less than two directors except as when a larger vote may be otherwise specifically required by Idaho Nonprofit Corporation Act, or by these Bylaws. In the absence of a quorum, a lesser number may adjourn to another day.

Section 8.2 Regular meetings.

Regular meetings of the Board of Directors shall be held at such places, and on such days and at such times as shall be fixed from time to time by the Board of Directors. Rules of procedure for the conduct of such meetings shall be governed by Roberts Rules of Order. Notice of such regular meetings need not be given. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by these Bylaws.

Section 8.3. Special meetings.

Special meetings of the board may be held at any time and place, upon the call of the President of the Board or one third of the directors. The Secretary will provide written notice of such meeting delivered to each director not less than three (3) days before such meeting; provided, however, that any director may, at any time, in writing, waive notice of any meeting. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. For purposed of this section, "delivery" of notice of a board of director's meeting may be accomplished either by hand-delivery, through the U.S. Postal Service, through a private parcel carrier service, electronically by facsimile transmission, or e-mail. "Delivery" is completed upon receipt by the director through any of the aforementioned means except when delivery of notice is by U.S. Postal Service or private parcel carrier service, in which case, delivery shall be completed upon delivery of the notice to the director's last known home address.

Section 8.4. Meeting in absentia.

Directors may appear at a meeting of the board by means oftelephone conference or similar communication system whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Furthermore, a director appearing at board meeting via telephone conference shall also be allowed to vote by this medium. Furthermore, it is permissible for all directors to appear at a meeting of the Board of Directors via telephone conference or similar communication system.

Section 8.5. Written consent.

Any action which is required to be or may be taken at a meeting of the directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the directors. The written consent may be executed in several identical counterparts by the directors with the effect as if the directors had executed a single document.

ARTICLE IX - CHAMBER OFFICERS

Section 9.1. Number.

The officers of the chamber shall be a President, Vice President, Treasurerand Secretary who shall be chosen by the Board of Directors during its first meeting following the annual membership meeting.

Section 9.2. Election and Term.

The Board of Directors may elect such other officers with suchtitles and duties as it may determine are appropriate. Any two or more offices may be held by the same person except President of the Board and Secretary. All officers, unless sooner removed, shall hold their respective offices until the first meeting of the Board of Directors after the next succeeding election of the Board of Directors and until their successors shall have been duly elected and qualified. Directors positions are voluntary with compensation limited to reimbursement of expenses subject to approval by the board.

Section 9.3. Removal.

Any officer or agent elected or appointed by the Board of Directors maybe removed by the Board of Directors whenever in its judgment the best interests of the Chamber will be served thereby, but such removal shall not effect the contract rights, if any, of the officer or agent so removed.

Section 9.4. President of the Board.

The President of the Board shall convene regularly scheduled meetings as well as special meetings, and preside at all meetings of the members and directors at which he is present and shall perform such other duties as the Board of Directors or these Bylaws may prescribe. The President of the Board shall have the power to change the registered agent and registered office of the corporation.

Section 9.5. Vice President of the Board.

In the absence of the President of the Board, the Vice President shall preside at all meetings of the members and directors at which he is present. He shall also be responsible for the annual development of an operating plan and in cooperation with the Treasurer, develop an operating budget for presentation and approval of the Board of Directors in the month of December each year.

Section 9.6. Secretary and Assistant Secretary.

The Secretary shall keep or cause to be kept a record of all meetings of the members and the Board of Directors including record of all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. The assistant Secretary, if any, will perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors may prescribe.

Section 9.7. Treasurer and Assistant Treasurer.

The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements, shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors and shall perform such other duties as the Board of Directors may prescribe. The Treasurer shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation. The assistant Treasurer, if any, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors may prescribe.

Section 9.8. Committees.

The Board of Directors, by resolution adopted by a majority of the whole board, may create committees as it determines appropriate. Two or more directors mayconstitute a committee. Each such committee, to the extent provided in such resolution, shall have and may exercise the authority of the Board of Directors, as so delegated in the resolution, in the management of the corporation. In the case of an Executive Committee, the President of the Board must be a member and will Chair the committee. The Executive Committee shall have such authority as the Board of Directors shall grant for the management of the chamber, except that it shall not have authority to alter or amend these Bylaws, to remove or appoint members of the Board of Directors, to elect or remove the officers or the executive director, if any, or to adopt an annual budget. The Executive Committee shall regularly report its activities to the Board of Directors. Vacancies in the Executive Committee shall be filled by the Board of Directors at a regular or special meeting.

ARTICLE X - INDEMNIFICATION

Section 10.1. Indemnification of Directors and Officers.

To the fullest extent permitted by the laws of Idaho, including future amendments of those laws, the chamber shall indemnify and hold harmless each director and officer of the chamber against any and all claims, liabilities, and expenses (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position. However, the foregoing shall not apply to:

a. any breach of such person's duty of loyalty to the chamber or its members;

b. any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or

c. any transaction from which such person derived any improper personal benefit.

Section 10.2. Determination of Entitlement of Directors and Officers to Indemnification.

The decision concerning whether a director or officer seeking indemnification has satisfied the provisions of Section 5.1 shall be made by (i) the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity ("Disinterested Directors"), whether or not such majority constitutes a quorum; (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel in a written opinion; or (iii) a vote of the members.

Section 10.3. Indemnification of employees and agents.

The Board of Directors may, in such cases as, in its complete discretion, it deems appropriate, indemnify and hold harmless employees and agents of the chamber, and persons who formerly held such positions against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities) to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with such position.

ARTICLE XI - MISCELLANEOUS

Section 11.1. Amendment of Bylaws.

The Bylaws may be amended by a majority vote of themembers present in person or by proxy at the annual membership meeting, at a special meeting called for that purpose, or by written consent. In those instances where these Bylaws explicitly grant the Board of Directors the authority to alter such designations, action taken by the board within such grants of authority shall not be considered an "amendment" of these Bylaws.

Section 11.2. Amendment to Articles.

The Articles of Incorporation may be altered or amended, or new Articles adopted, at any meeting of the Board of Directors, by a vote of a majority of the directors in office, if a seven (7) days’ written notice is given of the intention to take such action at such meeting.

Section 11.3. Fiscal year of the chamber.

The annual accounting period of the chamber shall be determined by the Board of Directors through a duly adopted resolution.

Section 11.4. Checks.

All checks, drafts, or other orders for the payment of money shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

Section 11.5. Contracts.

All contracts, notes or other evidences of indebtedness, and leases of space for the chamber shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

These Bylaws supersede any and all previous Ashton Chamber of Commerce Bylaws and were approved at the Chamber Member’s regular monthly meeting by majority vote held February 21, 2008 in the Trails Inn Restaurant, 213 Main Street, Ashton, Idaho 83420.

Signed by:_______________________________ Date:

Jean Hansen, Secretary