Chamber By-Laws

 
Adopted:  May 9th, 2006
ARTICLE I
GENERAL
1.01
The name of this organization shall be the Zillah Chamber of Commerce,
hereinafter referred to as the Chamber.
1.02
All efforts shall be non-partisan in nature.
1.03
The Chamber will not discriminate on the basis of race, color, religion,
sex, national origin, age, handicapping condition, marital status, or
political affiliation.
ARTICLE II
PURPOSE
2.01
The purpose of the organization is to promote its membership and the
business interests of Zillah.  This is to be done by the following
objectives:
1.     Enhancing, advancing and promoting the well being of commerce,
industry, agriculture, ranching, education, artistic, and civic
interests in the area.
2.     Undertaking an active leadership role in the community by
initiating, coordinating or developing programs for the benefit of the
business community,
3.     Encouraging communication between private and public sectors,
business and labor, etc.,
4.     Represent the business community and speak on behalf of the
business community to municipal, provincial, state, and federal
governments.
ARTICLE III
MEMBERSHIP
3.01
Any person, association, corporation, partnership, organization, or
estate having an interest in the objectives of the organization shall be
eligible for membership.
3.02
Membership dues shall be at such rate or rates, schedule or formula as
may be from time to time prescribed by the Chamber Board, payable
annually.  Membership dues are non-refundable.
3.03
The organization shall have six classes of members.  The designation of
each class shall be:
1.     Businesses / Wineries
2.     Farmers / Agriculture
3.     Individuals
4.     Utilities
5.     Non - Profit
6.     Schools
3.04
Those interested in membership may apply by delivering to a Board
Director an application in a form approved by the Directors duly
completed and signed by the applicant and accompanied by the appropriate
dues amount.
3.05
Membership will be good from April 1 to March 31.  Members who are in
default of membership dues for three months will forfeit all privileges
until dues are paid.
3.06
The membership of the Chamber consists of individuals, families,
partnerships, corporations, organizations, and governmental agencies
that have paid dues.
3.07
Members are entitled to one vote per membership on each resolution put
to a vote of the general membership.
3.08
All members are encouraged to attend the regular meetings of the Chamber
and the general meeting held annually as the Chamber Banquet.
3.09
Members are allowed one vote per membership at the meetings.
ARTICLE IV
OFFICERS
4.01
The Board of Directors shall consist of four directors. The officers of
the Chamber shall be President, Vice-President, Secretary and Treasurer.
The term of office for the officers shall be one year.  Members of the
Board shall serve a one-year term.
4.02
All newly elected Board members shall be seated at the regular April
meeting and shall be participating members thereafter. The retiring
Chamber Board shall continue to serve until the April meeting.
4.03
The Board shall be comprised of a fair representation of the community.
The services of the Board shall be without fee, as the Board shall be
comprised of volunteers.
4.04
The qualifications for serving as a Board Member include to following:
1.     Member of the Chamber
2.     Own a business in Zillah or live in Yakima County
3.     The ability to lead
4.     Skill in oral and written communication
5.     Ability to interpret policies and guidelines
6.     Skill in organizing
4.05
It shall be the duty of the nominating committee to recommend a slate of
officers for the ensuing year to the Membership for election at the
February meeting.  Nominations for the elective officers may also be
made from the Membership.  If there are no nominations other than those
recommended by the committee, a single ballot shall be cast.  In the
event that nominations are made by the Membership the voting shall be by
ballot for each elective office and officers shall be elected by a
majority vote of the general Membership present.
4.06
Any vacancy occurring on the Board and any office to be filled by reason
of an increase in the number of Board members or resignation of a
officer shall be filled by a vote of the Board.  A director elected to
fill a vacancy shall be for the unexpired term of the predecessor.  A
director elected by reason of an increase in the number of directors
shall be for the remainder of that term.
4.07
If a tie vote occurs, the President's vote determines the result.
4.08
Board members or officers shall not accept pay, gratuity, or any other
form of compensation for their efforts or vote.  All expenses incurred
working on Chamber projects are subject to Board approval.
4.09
Any Board member who has three consecutive unexcused absences will
forfeit the Board position. Any Board member may be removed by a
majority vote of the Board members if it is in the best interest of the
Chamber and its goals, and is non-prejudicial.  If the Board votes to
remove a Board member, this must be voted on by the Chamber members and
a majority vote is required. Board members may resign at any time by
written notice to the President of Chamber.
4.10
The Chamber shall indemnity and save harmless each director from and
against costs, charges or expenses arising out of the execution of the
duties of his or her office and also from and against all other costs
charges, and expenses which he or she sustains or incurs in or about or
in relation to the affairs of the Chamber, except such costs, charges or
expenses as are occasioned by his or her own willful act or default.
4.11
The Directors may from time to time appoint such other officers and
agents and authorize the employment of such other persons as may be
necessary to carry out the objectives of the Chamber and such officers,
agents, and employees shall have such authority and perform such duties
as are determined by the Directors.
4.12
The standard officer positions and duties are:
1.    PRESIDENT:  Official spokesperson for the organization; represents
the organization to the community; represents the business and
professional leaders in activities; and serves as liaison between the
Chamber and external entities; Preside at meetings of the Board and of
the membership.
2.    VICE-PRESIDENT:  In absence of the President perform those duties;
work with committee chairs, plans for future of Chamber, and administer
internal operations of Chamber.
3.    SECRETARY:  Keeps or supervises the keeping of the minutes of the
meetings; maintains Board and membership directories; update Board
notebooks; confirm attendance and determine quorum; and prepare agenda
for regular meeting.
4.    TREASURER:  Receive funds makes deposits; payments; accounts for
funds; provides reports; obtains annual audits; and maintains non-profit
status.
ARTICLE V
COMMITTEES
5.01
The President shall appoint all committees and appoint committee
chairmen at his/her discretion.  In addition, the President will appoint
a board member to oversee each committee to advise the Board of
status/activities of the committee.  Committee appointments shall be at
the will and pleasure of the President and in no event remains in effect
beyond the term of the appointing President.  The President shall
authorize and define the powers and duties of all committees.
5.02
Committee members and general membership are not allowed to authorize or
include alcohol in any activity/event that the Chamber sponsors or is
involved in.   Use of alcohol must be presented to the Board a minimum
of 30 days before the activity/event and the insurance agent consulted
before Board approval or disapproval.
ARTICLE VI
MEETINGS
6.01
The Chamber shall meet monthly on the second Tuesday of every month,
unless otherwise specified.  If the designated day falls on a legal
holiday, the meeting shall be held on the subsequent Tuesday or about.
All monthly Board meetings are open to the entire membership.
6.02
A quorum for the monthly board and member meetings shall require the
presence of the majority of officers to conduct official business for
the Chamber.
6.03
The Chamber Board may provide for holding Chamber meetings whenever it
may be considered necessary or desirable.  Fifteen (15%) percent of the
total membership shall constitute a quorum at any monthly regular
Chamber meeting.
6.04
An annual meeting of the membership shall be in the form of a banquet.
Tickets will be sold to offset the expense of the banquet.  The
objectives of the banquet will be to:
1.     Recognize and thank the membership for support
2.     Recognize outstanding individuals in the community
3.     Recognize and thank outgoing Chamber Board
4.     Recognize and introduce new Chamber Board
5.     Provide information about Chamber accomplishments
6.     Kickoff membership drive
6.05
The Chamber Board may provide for holding a special meeting of the
Chamber at its discretion or upon a petition signed by not less than ten
(10%) percent of the membership.  All members shall be notified in
writing of the date, time, location and agenda of the meeting at least
four (4) days prior to such meetings.  No other business but that
specified in the notice may be transacted at such special meeting
without the unanimous consent of all -present at such meeting.
6.06
Twenty (20%) percent of the total membership shall constitute a quorum
at any special meeting.
6.07
Annual Events sponsored by the Zillah Chamber are:
1.      Community Awards Banquet (March)
2.      Not Just a Farmers Market (September)
3.      Old Fashioned Christmas (December)
ARTICLE VII
FINANCES
7.01
No expenditures exceeding $250 shall be made without the approval of
membership unless authorized in the approved Chamber budget. The
President and Vice-President are the only members who can sign a
contract on behalf of the Chamber. The President and Treasurer are the
only officers authorized to disperse funds on behalf of the Chamber.
ARTICLE VIII
DISSOLUTION
8.01
The chamber shall use its funds only to accomplish the objects and
purposes specified in these bylaws, and no part of said funds shall
inure, 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, educational, scientific,
or philanthropic organizations to be selected by the Chamber Board.
ARTICLE IX
REVISIONS
9.01
These bylaws may be altered, amended, or repealed and new bylaws may be
adopted by a majority of the membership at any regular or special
meeting after notice of the modification has been published. Any
proposed amendments or need to make alterations shall be submitted to
the members in writing, at least ten (10) days before the meeting at
which they are to be acted upon.
ARTICLE X
PARLIAMENTARY AUTHORITY
10.01
The current edition of Roberts Rules of Order shall be the final source
of authority in all questions or parliamentary procedure when such rules
are not inconsistent with the Charter or Bylaws of the chamber.