Bylaws of The Orcas Island Chamber Of Commerce
Article I. Name
This organization is incorporated under the laws of the State of Washington and known as Orcas Island Chamber of Commerce, hereinafter “the Chamber”. Its principal office will be located in Eastsound, Washington. The Corporation may have such other offices on Orcas Island as the Board of Directors may designate or as the business of the Corporation may require from time to time.
Article II. Objectives
The Chamber is a Washington non-profit corporation, and exists to support the membership; its objectives are to develop, encourage, promote and protect the commercial, professional, financial and general business interests of Orcas Island.
The Chamber also is to promote the civic interests and general welfare of the Island by providing information about Orcas Island and supporting community events; expand member benefits for the Chamber membership; and obtain financial support to achieve the Chambers goals.
Article III. Limitation of Methods
The Chamber is a Washington non-profit Corporation and as such will 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 Service Code and Chapter 24.03 of the Revised Code of Washington, and will be non-partisan and non-sectarian. Membership is open to all who are willing to support the purposes of the Corporation, accept and abide by the Articles and Bylaws of the Corporation, make application for membership on a form provided by the Board of Directors, and pay any membership dues which may be set by the Board of Directors. Potential members will be accepted without regard to age, color, creed, disability, economic status, nation of origin, race, religion, sex, or sexual orientation.
Article IV. Membership
Section 1. Any person, association, organization or corporation having an interest in the objectives of this organization is eligible for membership, and will be considered in good standing when current dues are paid. Individuals and firms of good standing, regardless of place of residence, interested in the purposes of the Chamber will be eligible for membership.
Section 2. Members in good standing will enjoy all the rights and privileges of the Chamber, including the right to vote. Each membership is entitled to one vote. Membership confers no proprietary or financial interest in the assets of the Corporation and confers no liability for obligations of the Corporation.
Section 3. The dues will be determined by the Board of Directors, hereinafter “the Board”, from year to year and will be payable annually, unless prior arrangements have been made for quarterly or semiannual payments.
Section 4. If any member fails to pay dues within three (3) months of notice, that member will be considered delinquent, and written notice of status will be given by the Executive Director, or in the absence of Executive Director, by the Administrative Director. If at the end of ten (10) days the membership dues remain delinquent, the membership may be forfeited.
Section 5. Members may be expelled by the Board, for cause or non payment of dues, within a reasonable time as fixed by the Board. No member may be expelled without the opportunity of a hearing before the Board, at a proposed time and place after reasonable notice. A majority vote of all Directors present shall be necessary to expel a member and such member shall have the right to appeal to the entire membership on written request, and must be allowed to make such an appeal within thirty (30) days of such a request. The death, resignation, or expulsion of a member shall terminate the membership and shall work a forfeiture of all interest of the member in and to the property of the Corporation, and the member shall thereafter have no right thereto or any part thereof.
Section 6. If a business or firm changes ownership, membership shall be transferred to the new owners. Should a member request to be dropped from being a member, no rebate shall be paid from their current membership year.
Article V. Waiver of Notice
Waiver in Writing: whenever any notice is required to be given under the provisions of these Bylaws or Articles of Incorporation, or under the provisions of the Washington Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, including appearing by proxy, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article VI. Board of Directors
Section 1. The Board of Directors alone shall have the power and authority to manage the business (the government and policy-making responsibilities) of the Chamber; the Board shall control its property, be responsible for its finances, and direct its affairs. All Directors must be members in good standing.
Article VI. Board of Directors (continued)
Section 2. Board responsibilities include, but are not limited to:
a. selecting the services provided by the Chamber
b. scheduling the hours during which such services may be provided
c. approving the Chamber’s budget and making major resource decisions
d. adopting administrative and personnel policies
e. selecting, dismissing, and annually evaluating the performance of the Executive Director and/or Administrative Director of the Chamber.
f. assuring legal compliance with all applicable federal, state and local laws and regulations
g. establishing all other general and specific policies for the Chamber
Section 3. The Board of Directors shall consist of not more than ten (10) members and not less than eight (8) members (excluding the immediate Past President of the Board, who shall automatically be a member of the Board ex officio) one third (1/3) of whom shall be elected annually to serve for three (3) year terms, or until their successors are elected and have qualified.
Section 4. The Directors shall have the power to fill all vacancies of the Board. Vacancies occurring on the Board, and any Directorship to be filled by reason of an increase in the number of Directors, may be filled by an affirmative vote of the remaining Board of Directors even though less than a quorum is present. A Director so appointed shall fill the unexpired term of the predecessor, if there was one.
Section 5. At the regular September board meeting, the President of the Board will appoint, subject to approval by the Board, a nomination committee of not less than five (5) members of the Chamber, including at least one (1) general member. The immediate Past President of the Board will be the head of the committee, if available; if unavailable, the President shall appoint an additional member to the committee.
Section 6. The names of the nominees shall be mailed or e-mailed to all members of the
Chamber no less than two (2) days prior to the election.
Section 7. Directors will be elected through ballot prior to the regular November membership meeting. All newly elected Board members shall be seated at the regular December Board meeting, and shall be participating members of the Board thereafter. Retiring Directors, with exception of the Past President of the Board, shall continue to serve until December 31 of the current year.
Section 8. The Board, at the January meeting following the election, will organize for the coming year. The Board will elect officers from the members of the new Board. All officers will serve for a term of one (1) year or until their successors assume the duties of office and will be voting members of the Board
Duties of Officers:
a. The President shall preside at all meetings of the Chamber and of the Board of Directors, and perform all duties incident to this office, and subject to the approval of the Board of Directors appoint all committees and be ex-officio member of all committees
b. The Vice President shall act in the absence of the President, and in the absence or disability of the President or Vice President a member of the Board shall be chosen to act temporarily.
c. The Treasurer shall receive and disburse funds of the Chamber, and shall keep all monies of the Chamber deposited in its name. The Treasurer shall review financial records and practices; present, along with the Executive Director, a financial statement at the monthly meetings of the Board and at the end of the fiscal year; review the preparation of financial reports to government and other agencies.
d. The Secretary shall take minutes of the meetings, which shall be made available in a timely manner to members of the Board for correction and/or approval.
e. The Executive Committee, composed of the officers of the Board, shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board for its actions.
Section 9. A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall be subject to removal from the Board by majority Board approval.
Section 10. As the Board is responsible for establishing procedure and formulating policy of the organization, to avoid the appearance of conflict of interest, individual Board members should recuse themselves from discussion or votes on any issue in which they have a personal interest.
Section 11. To the extent permitted by Washington law the Chamber will, by resolution of the Board, provide for indemnification by the Chamber of any and all of its Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parities, or a party, by reason of having been Directors of the Chamber, except in relation to matters as to which such action, suit or proceeding is found to be liable to negligence or misconduct.
Bylaws of the Orcas Island Chamber of Commerce
Article VII. Committees and Board Liaisons
Section 1. The President of the Board will appoint all committee Chairpersons, subject to confirmation by the Board. It will be the function of committees to investigate and make recommendations. No committee, standing or special, will have power to commit the Chamber on any matter of general policy or finances. It is the intent of this section to provide that committees will have the authority to decide matters of interest to such committees only, and to recommend to the Directors, for decision, all matters affecting the community of the Chamber as a whole. Both majority and minority reports may be submitted from any committee to the Board. Meetings of committees may be called at any time by the President of the Board, the Executive Director or by the Chairperson of such committees.
Section 2. The President of the Board shall appoint liaisons to other Boards and Commissions to represent the Chamber. No liaison shall have the power to commit the Chamber on any matter of general policy or point of view without the prior approval of the Board. It is the purpose of the liaison position to provide communication between the Chamber and other agencies; all reports shall go to the Executive Director.
Article VIII. Affiliated Organizations
The Board will have the power to provide for the affiliation of organizations with the Chamber in such manner and upon such terms as may be determined; provided that no such affiliation will confer upon non-members the general privileges of the Chamber.
Article IX. Membership Meetings
Section 1. The Board shall provide for regular semi-annual meetings of the Chamber members. Special meetings may be called by the President of the Board, the Board, or by written petition of ten percent (10%) of the members in good standing.
Section 2. Ten percent (10%) of current membership in good standing shall constitute a quorum for the transaction of business at any regular or special meeting of the Chamber membership.
Section 3. Notice of both regular and special meetings shall be given to each member in person or by mailing, e-mail, public notice, or telephone. Mailing shall be to the last known post office address of the member. Notice of meetings shall be provided at least five (5) days in advance of the days of the meetings. Notice of regular meetings other than the annual meeting shall be made by providing each member entitled to vote at that meeting with the adopted schedule of regular meetings. A member or Director may consent, by providing an e-mail address, to receipt of electronically transmitted notices, and shall thereafter receive notice via e-mail.
Section 4. The involvement of third parties (not members of the Board of Directors) in Chamber governance is specifically prohibited. Members may propose agenda items to the Board as their elected representatives, but except as otherwise provided for, may not directly affect the business and affairs of the Chamber.
Section 5. The annual meeting of the Chamber will be held each year, the time and place to be determined by the Board. Notice of the meeting will be given to each member at least ten (10) days in advance of the meeting.
Article X. Meetings of Board of Directors
Section 1. A regular meeting of the Board will be held monthly and/or as agreed by a majority of the Board. Board meetings are open to the general membership, except for closed sessions as may be necessary.
Section 2. A special meeting of the Board of Directors may be called at any time by the President of the Board or three (3) Directors, provided that when called other than by the President of the Board, a notice shall be issued to each Director stating the purpose of the meeting. At least 24 hours notice preceding each special meeting shall be given.
Section 3. A majority of the Board of Directors shall constitute a quorum at any meeting. A majority of the votes entitled to be cast at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the Directors.
Section 4. Members of the Board of Directors may participate in a meeting by conference telephone or similar communications providing all persons participating may hear each other at the same time. Participation constitutes presence in person at a meeting.
Section 5. The Board of Directors may meet by document (electronically). A resolution may be prepared by the President, Executive Director or by five (5) members of the Board for distribution to the full Board. If all of the Directors eligible to vote sign such a resolution indicating their concurrence, the resolution shall be deemed to constitute a decision of the Board at a duly constituted meeting.
Section 6. A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent or abstention shall be entered in the minutes of the meeting.
Article XI. Finances
Section l. The receipts from membership dues and other sources, when the disposition thereof is not specifically designated, shall constitute the general fund of the Chamber, from which all fixed charges for maintenance and conduct of the organization, and other expenses regularly incurred by the Chamber in the prosecution of its work, shall be paid.
Section 2. No disbursements of the funds of the Chamber in excess of an amount to be determined annually by the Board and detailed in policies and procedures, except those previously budgeted or approved by the Board, will be made. All disbursements will be made by check, which will be signed by the Executive Director, Administrative Director, President of the Board, Vice President, Secretary or Treasurer.
Section 3. The Chamber’s annual budget will be proposed and presented to the Board for approval in balanced form.
Section 4. The accounts of the Chamber will be independently reviewed annually after the close of the fiscal year.
Section 5. The fiscal year shall be from January 1 to December 31.
Section 6. No Board member shall receive any compensation for services provided to the Chamber. Any reimbursement of expenses may be approved by Board resolution, but shall be limited to actual out-of-pocket expenses substantiated by receipt.
Section 7. The Executive Director and such other staff as the Board may designate will be bonded by a sufficient fidelity bond in an amount set by the Board and paid by the Chamber.
Article XII. Dissolution
In the event of dissolution of the Chamber, any funds remaining will be distributed to one or more regularly organized and qualified charitable, business, educational, scientific, or philanthropic organizations to be selected by the Board of Directors. No part of said funds will incur or be distributed to the members of the Chamber.
Article XIII. Amendments
Section 1. These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors.
By-laws of the Orcas Island Chamber of Commerce
Section 2. Proposed amendments will be submitted in writing to the Board at least ten (10) days before the meeting at which they may be approved. At least ten (10) days prior to the meeting at which action will be taken, membership will be notified by email that proposed changes are available for review at the Chamber office.
Article XIV. Procedural Standards
All proceedings and procedural issues of the Corporation meetings shall be governed by and in accordance with the latest edition of Robert’s Rules of Order.
Adopted: Bylaws were approved (as amended) by Orcas Island Chamber of Commerce Board of Directors on May 19, 2005.
Board of Directors
Russell Post, President
Michael Rivkin Ex-officio