Section
1
BYLAWS NORTH PLAINS CHAMBER OF COMMERCE.
INC. An Oregon Non-profit Corporation
ARTICLE I GENERAL
NAME
This organization is incorporated under the laws of the State of
Oregon and shall be known as the North Plains Chamber of Commerce.
Section 2
PRINCIPAL OFFICE
The principal office of this organization shall
be 31470 NW Commercial, North Plains, Oregon
97133.
Section 3
PURPOSE
The North Plains Chamber of Commerce is
organized to achieve the objectives of: (1)
Preserving the competitive enterprise system of
Business by: creating a better understanding and
appreciation of the importance of business people
and a concern for their problems; educating the
business community and representing them in city,
county. state and national legislative and
political affairs; preventing or addressing
controversies which are detrimental to expansion
and growth of business and the community, if they
arise; creating a greater appreciation of the
value of a more liberal investment of substance
and self on behalf of the interests of
competitive business; (2) promoting business and
community growth and development by: promoting
economic programs designed to strengthen and
expand the income potential of all business
within the trade area; promoting programs of a
civic, social and cultural nature which are
designed to increase the functional and aesthetic
values of the community; and discovering and
correcting abuses which prevent the promotion of
business expansion and community growth.
Section 4
AREA
The North Plains economic region shall include
the City of North Plains and the surrounding
area.
Section 5
LEGAL LIMITATIONS
The North Plains Chamber of Commerce shall
observe all local, state and federal laws which
apply to a non-profit organization as defined in
Section 501@ (6) if the Internal Revenue Code.
Section 1
ARTICLE II MEMBERSHIP
ELIGIBILITY
Any person, association, corporation or
pal1nership having an interest in the purposes
and objectives of the corporation shall be
eligible to apply for membership.
Section 2
APPLICATION
Applications for membership shall be made on
forms provided by the Chamber and signed by the
applicant. A membership committee appointed by
the Board of Directors shall review all
applications and submit a recommendation for or
against acceptance to the Board. Application
shall be accepted by a majority vote of the Board
at any Board meeting. Applicants accepted by the
Board shall become members as of the date of
acceptance. Annual dues must accompany
application.
Section 3
DUES
Membership dues shall be that amount prescribed
by the Board. Dues for the calendar year shall be
as noted on the attached schedule. Dues may be
prorated the first year. See Article VII, Section
8 (a).
Section 4
TERMINATION OF MEMBERSHIP
Any member more than ninety days delinquent in
payment of dues shall be expelled, unless payment
is extended by a two-thirds vote of the Board.
Any member may be expelled bya two-thirds vote of
the Board at any regular or special meeting for
conduct unbecoming a member, or prejudicial to
the purpose or repute of the Chamber. Members
shall be notified of any complaint against them,
and will be given an opportunity to present their
appeal to the Board.
Section 5
VOTING
Each member shall be entitled to one (1) vote on
any subject. Corporation, association and
partnerships shall register each year with the
Chamber, one individual who shall be entitled to
cast the sole vote on behalf of said
organization.
Section 6
ORIENTATION
If desired, orientation on the purposes, and
activities of the Chamber shall be conducted for
the following: new directors, officers, committee
chairman, committee members, and new members.
Section 7
HONORARY MEMBERSHIP
People active in public affairs, or community
projects may be considered for honorary
membership. The Board shall confer or revoke
Honorary Membership by a majority vote. Honorary
Members shall be exempt for dues payment and
shall not have the right to vote.
Section 1
ARTICLE III MEETINGS
ANNUAL MEETING
(a) The annual meeting of the North Plains Chamber of Commerce shall be the May meeting. The
meeting shall convene for the purpose of electing
and installing Directors and appointed officers.
It shall also convene for the purpose of
transacting all other business that may properly
come before it.
(b) The annual meeting shall be held on the
second Wednesday of the month. The date may be
changed by a majority vote of the Board. All
members in good standing will be notified by mail
fifteen days prior to the alternate date.
Section 2
REGULAR BUSINESS MEETING
(a) The business meeting shall be held on the
second Wednesday of each month. It
shall meet to conduct the regular business of the
Chamber and consider any other matters properly
brought before it. Only members in good standing
may take part in the debate or vote, except
visitors may attend with the approval of the
Board, or by a majority of the membership
present. The provision of the Public Hearing,
Open
Meeting Laws will be observed.
(b) The date and place of the business meeting
may be changed for good cause by
order of the President or a majority of the
Board. Members must be notified by mail at least
seven days prior to the alternate date.
Section 3
SPECIAL MEETING
Special meetings of the membership may be called
at any time by the President, upon written
petition by three Board members, or five members
of the Chamber. Notice of special meetings shall
be sent by mail to all members in good standing
at least seven days prior to the meeting date.
The notice shall contain the date, time and place
of the meeting. It shall include the purpose of
the meeting.
Section 4
NOTICE OF MEETING
In situations not covered by the above Sections,
emergency meetings may be called at any time by
the President. All eligible members will be
notified as soon as possible by the most
practical means available.
Section 5
QUORUM
In situations not covered in the above Sections,
a quorum shall be six members, or one- fourth of
the membership, whichever is greater .
Section 6
PROXIES
Proxy votes will not be counted at any meeting.
Section 1
ARTICLE IV BOARD OF DIRECTOR
COMPOSITION OF THE BOARD
The number of Directors shall be five (5). Except
for the Initial Board members, each Director
shall serve a term of two (2) years, or until a
successor is elected. The Board may amend the
Bylaws to increase or decrease the number of
Directors, except the number of Directors shall
not be less than three (3) nor shall such change
in number have the effect of shortening the term
of any incumbent.
Section 2
BOARD MEETING
The Board of Directors may meet on the third
Wednesday of each month. A special meeting of the
Directors shall constitute a quorum. A special
meeting of the Board may be called by the
President, or any two members of the Board.
Notice of such special meeting will be mailed to
each Board member so as to arrive not later than
24 hours before the meeting. The notice will
state the date, time and place and purpose of the
meeting. In the event a written notice is not
practical, the provisions of Section Four (4)
Article III will apply.
Section 3
NOMINATION AND ELECTION OF DIRECTORS
(a) Not later than the March business meeting,
the Directors shall announce the number of
positions open for election at the Annual
Meeting. Any member, including an eligible
incumbent may file for a position by submitting
an application on a form provided by the Chamber.
The form must be returned to the secretary not
later than majority of the membership present.
The provision of the Public Hearing, Open
Meeting Laws will be observed.
(b) The date and place of the business meeting
may be changed for good cause by
order of the President or a majority of the
Board. Members must be notified by mail at least
seven days prior to the alternate date.
Section 3
SPECIAL MEETING
Special meetings of the membership may be called
at any time by the President, upon written
petition by three Board members, or five members
of the Chamber. Notice of special meetings shall
be sent by mail to all members in good standing
at least seven days prior to the meeting date.
The notice shall contain the date, time and place
of the meeting. It shall include the purpose of
the meeting.
Section 4
NOTICE OF MEETING
In situations not covered by the above Sections,
emergency meetings may be called at any time by
the President. All eligible members will be
notified as soon as possible by the most
practical means available.
Section 5
QUORUM
In situations not covered in the above Sections,
a quorum shall be six members, or one- fourth of
the membership, whichever is greater .
Section 6
PROXIES
Proxy votes will not be counted at any meeting,
Section 1
ARTICLE IV BOARD OF DIRECTOR
COMPOSITION OF THE BOARD
The number of Directors shall be five (5). Except
for the Initial Board members, each Director
shall serve a term of two (2) years, or until a
successor is elected. The Board may amend the
Bylaws to increase or decrease the number of
Directors, except the number of Directors shall
not be less than three (3) nor shall such change
in number have the effect of shortening the term
of any incumbent.
Section 2
BOARD MEETING
The Board of Directors may meet on the third
Wednesday of each month. A special meeting of the
Directors shall constitute a quorum. A special
meeting of the Board may be called by the
President, or any two members of the Board.
Notice of such special meeting will be mailed to
each Board member so as to arrive not later than
24 hours before the meeting. The notice will
state the date, time and place and purpose of the
meeting. In the event a written notice is not
practical, the provisions of Section Four (4)
Article III will apply.
Section 3
NOMINATION AND ELECTION OF DIRECTORS
(a) Not later than the March business meeting,
the Directors shall announce the number of
positions open for election at the Annual
Meeting. Any member, including an eligible
incumbent may file for a position by submitting
an application on a form provided by the Chamber.
The form must be returned to the secretary not
later than Section 2
THE DUTIES OF THE PRESIDENT
(a) The President must be a Director whose
unexpired term shall not be less than one year
from the date he would assume the office of
President. He shall preside at all meetings of
the membership and the Board. He shall be
responsible for determining the program
activities of the Chamber, and to assure the
activities of the Chamber are directed toward
achieving business and community needs in the
area served by the Chamber.
(b) Is an Ex-Officio member of all committees,
with the exception of the nominating committee.
(c) Sign legal papers pertaining to Chamber
business. (d) Authority to appoint committees
-see Article VI.
Section 3
TREASURER
(a) He/She shall have the care and custody of the
funds and investments of the corporation and
shall keep regular books of the account. The
Treasurer shall deposit all funds and other
valuable effects in the name of the corporation
in such depositories as may be designated by the
Board. He/She shall be responsible for organizing
and maintaining fiscal controls during his/her
term.
(b) The Treasurer shall submit a quarterly
financial report to the Board. All checks shall
be signed by the Treasurer and such other officer
as the Board may designate.
Section 4
SECRETARY
(a) It shall be the duty of the secretary to keep
records of the proceedings of the Board, and of
the members, and to maintain the membership
roster, to sign and execute with the President,
all deeds, bonds, contracts and other obligations
of instruments in the name of the corporation, to
keep the corporate seal and to fix it to all
documents when required.
(b) The Secretary shall also prepare the
Chamber's annual statement for review by the
Board at its regular August meeting. Upon
approval, the Secretary shall forward the report
to the Corporation Commissioner as required by
ORS 61.805-855 (3).
Section 5
VACANCIES
Vacancies in any office arising from any cause
may be filled by the Board of Directors at any
regular or special meeting.
Section 6
SALARIES
The salaries of any officers or agents of the
corporation shall be established by the Board of
Directors.
Section 7
REMOVAL FROM OFFICE
Any elected or appointed officer may be removed
from office by the Board when in the Board's best
judgment the interests of the Chamber will be
served.
Section 8
EMPLOYMENT OF MANAGERS AND/OR AGENTS
The Board may employ such managers, agents, or
such other employees as deemed necessary.
Section 9
BONDING
All officers, managers, agents, and other
employees shall be bonded through a corporate
surety approved by the Board of Directors and in
a sum satisfactory to the Board, to faithfully
and honestly perform the duties required of such
officer, manager, agent or employee during the
term of his/her employment. Employment of such
officer, manager, agent, or employee of the
corporation shall be contingent upon, and subject
to, such person qualifying as being bondable by
the designated corporate surety approved by the
Board at the time such persons commence their
duties. They shall continue to be so qualified
through any corporate surety thereafter
designated
by the Board as the corporate surety for bonding
such persons.
Section 1
ARTICLE VI COMMITTEES
APPOINTMENT AND AUTHORITY
(a) The President shall appoint all committees
and committee chairman. He/She may appoint such
ad hoc committees as deemed necessary to fulfill
the programs of the Chamber. Committees appointed
by the President shall serve concurrent with the
term of the appointing officer, except the Board
may extend the term of the committee members.
(c) Committees shall perform such duties as
assigned them by the appointing officer, or the
Board.
Section 2
LIMIT OF AUTHORITY
(a) No action by any member, committee, employee,
director or officer shall be binding upon or
constitute as expression of the policy of the
Chamber unless it has been approved by the Board
of Directors.
(b) Before any member or employee of the Chamber
gives testimony to, or presentations before,
civic, or governmental agencies pertaining to
Chamber matters, such action shall be approved by
the Board.
Section 1
ARTICLE VII FINANCES
FUNDS
All money paid to the Chamber shall be placed in
a general operating fund. Unused funds shall
remain in the general operating fund.
Section 2
DISBURSEMENTS
(a) Upon approval of the budget, disbursements,
accounts and expenses of the Chamber provided for
in the budget may be made without additional
approval of the Board. Disbursements shall be
made by check.
(b) This Section does not alter the intent of
Section 3, Article V of these Bylaws.
Section 3
FISCAL YEAR
The fiscal year of the Chamber shall close on
December 31 st.
Section 4
BUDGET
As soon as possible after the selection of the
new Board of Directors and officers, the Board of
Directors shall adopt the budget for the coming
year.
Section 5
ANNUAL AUDIT
The accounts of the Chamber shall be audited
annually at the close of business on December
31st by three members assigned by the President.
The Treasurer shall also provide monthly
financial statements to all active members of the
Chamber. The audit shall at all times be
available to members of the organization at the
offices of the Chamber.
Section 6
LOANS PROHIBITED
No loans shall be made by the corporation to any
officer, director, employee or agent.
Section 7
BOOKS AND RECORDS
The corporation shall keep current and complete
books and records of account and shall keep
minutes of the proceedings of its members, Board
of Directors, and committees, and shall keep at
its registered office a register of the names and
addresses of its members entitled to vote All
books and records may be inspected by any member,
or the agent or attorney for any member, for any
proper purpose at any reasonable time.
Section 8
MEMBERSHIP DUES/ASSESSMENTS
(a) The membership dues shall be that established
under Section 3, Article II if these Bylaws. Dues
shall be established prior to the commencement of
the corporation's fiscal year.
(b) In the event the Board of Directors finds a
fiscal emergency exists, it may amend the dues
schedule and make such membership assessments as
necessary, at any time.
Section 1
ARTICLE VIII DISSOLUTION
PROCEDURE
The Chamber shall use its funds only to
accomplish the objectives and purposes specified
in these Bylaws, and no part of its funds shall
benefit or be distributed to the members of the
Chamber. On dissolution of the Chamber, any funds
remaining shall be distributed to one or more
regularly organized and qualified charitable,
education, scientific or philanthropic
organizations selected by the Board of Directors
as defined in IRC Section 501 @ (3).
Section 1
ARTICLE IX PROCEDURE
PARLIAMENTARY AUTHORITY
The current edition of Roberts Rules of Order,
Newly Revised, shall be the final source of
authority in all questions of parliamentary
procedure when such rules are not inconsistent
with the Articles of Incorporation, or the Bylaws
of the Chamber.
Section 1
ARTICLE X AMENDMENTS
BYLAW REVISIONS
These Bylaws may be amended or repealed by a
majority of the Board at any regular or special
meeting of the Board, or by a majority vote of
the members at any regular or special meeting of
the membership, provided a notice of the proposed
amendments has been sent to all members prior to
the meeting. In the absence of such notice, a
two-thirds vote will be necessary in accordance
with RRNR per Section 1 , Article XI of these
Bylaws.
Section 1
ARTICLE XI CLARIFICATION
DEFINITIONS
As used in these Bylaws, the word
"Chamber" shall be understood to mean
the North Plains Chamber of Commerce. The
use of the word "Board" shall be
understood to mean the Board of Directors of the
North Plains Chamber of Commerce.
