cHAMBER TRANSPARENCY
CHAMBER BYLAWS
North Park Area Chamber of Commerce
As Adopted at the Organizational Meeting
February 18, 2021
Article I
General
Section 1 Name
The organization is incorporated under the laws of the State of Colorado and shall be known as the North Park Area Chamber of Commerce.
Section 2 Purpose
The North Park Area Chamber of Commerce is organized to advance the general welfare of the North Park area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civic, commercial, industrial cultural, and educational interests of the area.
Section 3 Area
The North Park area shall include the Town of Walden, surrounding communities, and the entirety of unincorporated Jackson County.
Section 4 Limitation of Methods
The North Park Area Chamber of Commerce 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 II
Membership
Section 1 Eligibility
Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible to apply for membership.
Section 2 Application and Acceptance
Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. The membership committee or designated individual shall review all applications and submit them to the Board of Directors with a recommendation. Acceptance of members shall be by majority vote of the Board of Directors at any meeting thereof. Any applicants so accepted shall become a member upon payment of the regularly scheduled investment as provided in section 3 of this Article II.
Section 3 Investment
Membership investments shall be at such rate or rates, schedule, or formula as may be from time to time prescribed by the Board of Directors, payable annually in advance or as approved by the Board of Directors.
Section 4 Termination
A) Any member may resign from the chamber upon written request to the board of directors without expectation of a refund.
B) Any member shall be expelled from the chamber by a majority vote of the Board of Directors for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause.
C) Any member may be expelled from the chamber by a majority vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming of a member or prejudicial to the aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.
Section 5 Voting
In any proceeding in which voting by member is called for, each member in good standing shall be entitled to cast one vote.
Section 6 Exercise of Privileges
Any firm, association, corporation, partnership or estate holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its investment and shall have the right to change its membership nomination upon written notice.
Section 7 Orientation
At regular intervals, orientation on the purpose and activities of the organization shall be conducted for the following groups: new Directors, Officers, committee leaders, committees, and new members.
Section 8 Honorary Members
Distinction in public affairs shall confer eligibility for honorary membership. Honorary member shall have all the privileges of members, except the right to vote and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by majority vote.
Article III
Meetings
Section 1 Annual Meeting
The annual meeting of the corporation, in compliance with Colorado law, shall be held during March of each year. The time and place shall be fixed by the Board of Directors and notice thereof shall be mailed to each member at least ten (10) days before said meeting. This is to be a general membership meeting.
Section 2 Additional Meetings
A) General meeting of the chamber may be called by the President at any time, or upon petition in writing or by telephone of any ten (10) members in good standing.
B) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings, or member shall be informed by telephone or e-mail prior to the meetings.
C) Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the Board. Notice, including the purpose of the meeting, shall be given to each Director at least one (1) day prior to said meeting.
D) Committee meetings may be called at any time by the President, Vice President, or by the Committee’s leader.
Section 3 Quorums
At any general meeting of the chamber, ten (10) percent of the members shall constitute a quorum. At any meeting of the Board of Directors, a majority of the committee members present shall constitute a quorum.
Section 4 Notices
Any notice required to be provided to the members, Board of Directors, or a committee in conjunction with upcoming meetings, agendas for the meeting, reports to be discussed at the meeting, or other communications, may be provided either by US Mail or by e-mail. All Directors must therefore provide the Secretary with an e-mail address for this purpose.
Article IV
Board of Directors
Section 1 Composition of the Board
The Board of Directors shall be composed of six (6) members. Three members of the initial slate of Directors shall be elected to serve three-year terms, two members to serve two-year terms, and the remaining two members to serve a one-year term. Thereafter, each Director shall be elected to serve a three-year term or shall serve until their successors are elected and have qualified. 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. At the regular December meeting, the President shall appoint, subject to the approval by the Board of Directors, a Nominating Committee of three (3) members of the chamber. The President shall designate the Committee leader. Prior to January 15th, the Nominating Committee shall present to the Secretary a slate of candidates to serve three-year terms, to replace the Directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibilities of Directorship. Nothing shall preclude the eligibility of a Director whose current term is expiring from being nominated to serve an additional term.
B) Publicity of Nominations. Upon receipt of the report of the Nominating Committee, the Secretary shall immediately notify the membership by email of the names of the persons nominated as candidates for the Director and shall inform them of the right to petition.
C) Nomination by Petition. Additional names of candidates for Director may be nominated by petition bearing genuine signatures of at least ten (10) qualified members of the chamber. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been made of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
D) Determination. If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be given to vote for one, two, or three Directors, depending upon the number of expiring terms. Identification shall be on the ballot to specify those names placed on the ballot by the Nominating Committee. The Secretary shall distribute this ballot to all active members at the annual meeting. The Secretary and the Treasurer shall be responsible for tallying the votes, and the candidates who receive the highest count of votes shall be elected.
Section 3 Seating of New Directors
All newly elected Directors shall be seated at the regular March meeting and shall be participating members thereafter. Retiring Directors shall continue to serve until April 1.
Section 4 Vacancies
A member of the Board of Directors who is absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board, unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Directors, or among the officers, shall be filled by the Board of Directors by a majority vote.
Section 5 Policy
The Board of Directors is responsible for establishing procedure and formulating policy of the organization. These policies shall be maintained in a policy manual, to be reviewed annually and revised, as necessary.
Section 6 Indemnification
The chamber may, by resolution of the Board of Directors, 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 parties by reason of having been Directors of the chamber. The exception is in relation to matters as to which such Directors shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty, and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
Article V
Officers
Section 1 Determination of Officers
The Board of Directors, including retiring Directors, at its regular February meeting shall reorganize for the coming year by completing the process of electing new directors in Article V. After the election of new Directors, the Nominating Committee for Directors shall present the newly elected Board of Directors with a slate of officers for President, Vice President, Secretary, Treasurer, Member at Large, and Reporter. Each candidate shall be drawn from the members of the new board, and the new officers shall then be elected by majority vote of Board of Directors. The President, Vice President, Treasurer, and Secretary shall comprise the Executive Committee.
Section 2 Duties of Officers
A) President. The President shall serve as the chief elected officer of the Chamber and shall preside at all meetings of the Membership, Board of Directors, and Executive Committee. The President shall determine all committees, select all committee leaders, and assist in the selection of committee personnel, subject to approval of the Board of Directors.
B) Vice President. The duties of the Vice President shall be such as the title by general usage would indicate, and such as required by law, as well as those that may be assigned by the President and the Board of Directors.
C) Treasurer. The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the Board of Directors. Checks are to be signed by the Treasurer and the President, or, in the absence of either or both, by any two (2) officers designated on the account. The Treasurer shall cause a monthly financial report to be made to the Board. With the assistance of the Officers, Directors, and the Budget Committee, shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors; shall be responsible for all expenditures within the approved budget allocations.
D) Secretary. Serves as secretary to the Board of Directors and to the Chamber membership. He/She shall cause to be prepared required notices to the Board and the membership and shall be responsible for the minutes of meetings of the Board, the Executive Committee, and of the membership. Serves as advisor to the President and to such committees as require assistance to complete designated tasks. Assembles information and causes to be prepared any special reports as requested by the Officers, Directors, or Committees in the conduct of their duties. Shall be a voting member of the Board of Directors and of the Executive Committee. With the assistance of the Officers, Directors, and the Program Committee, shall be responsible for the administration of the program of work in accordance with the policies, regulations, procedures, and programs as designated by the Directors.
E) Reporter. The Reporter shall be responsible for public relations, social media, photography, and media presence for the chamber. Reporter shall be a voting member of the Board of Directors.
F) Member at Large. Serve as the liaison between the membership and the Board of Directors by attending and voting at all chamber meetings and being available for discussion of any concerns members might have. Shall be a voting member of the Board of Directors.
Section 4 Executive Committee
The Executive Committee 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 of Directors for its actions. It shall be composed of the President, the Vice President, Secretary, and the Treasurer. The President shall serve as the head of the Executive Committee.
Section 5 Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its Officers or former Officers as spelled out in Article IV, Section 6 of these Bylaws.
Article VI
Committees
Section 1 Appointment and Authority
The President, with the approval of the Board of Directors, shall appoint all committees and committee leaders. The President may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program objectives of the Chamber. Ad hoc committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless a different term is approved by the Board. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board. All leaders and committee members shall be drawn from members in good standing in the Chamber.
Section 2 Standing Committees
There shall be appointed, at minimum, three committees to carry out basic functions:
a) Budget Committee. It shall be the function of this committee to create, adopt, and submit to the Board of Directors for approval an annual budget covering the operations and programs of the Chamber. The leader of this committee should have experience and expertise in the budgeting function.
b) Program Committee. It shall be the function of this committee to create, adopt, and submit to the Board of Directors for approval plans for the implementation and operation of programs of the Chamber. The Secretary shall serve as a voting member of this Committee.
c) Auditing Committee. It shall be the function of this committee to audit the accounts of the Chamber in accordance with article VII Section 5 of these bylaws, as of the close of business on December 31. The audit report shall be presented to the Board of Directors and shall be available at all times to members of the organization within the offices of the Chamber. The leader of this committee should have experience and expertise in the auditing function.
Section 3 Limitation of Authority
No action by any member, committee, employee, Director, or Officer shall be binding upon, or constitute an expression of the policies of the Chamber until it shall have been approved or ratified by the Board of Directors. Ad hoc committees shall be discharged by the President 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 committee.
Section 4 Testimony
Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders, or in their absence, whomever they designate as being familiar with the issue, to give testimony to, or make presentations before civic and government agencies.
Section 5 Divisions
The Board of Directors may create such divisions, bureaus, departments, or councils as it deems advisable to handle the work of the Chamber. The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, or councils, including collection and disbursements of funds. No action or resolution of any division, bureau, department, or council shall constitute an expression of the policies of the Chamber until it shall have been approved or ratified by the Board of Directors.
Article VII
Finances
Section 1 Funds
All money paid to the chamber shall be placed in a general operating fund. Funds unused from the current year’s budget shall be placed in a reserve account.
Section 2 Disbursements
Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be made by check signed by the Treasurer and the President, or, in the absence of either or both, by any two (2) officers authorized on the account.
Section 3 Fiscal Year
The fiscal year of the chamber shall close on December 31.
Section 4 Budget
As soon as possible after the election of the new Board of Directors and Officers each year, the Budget Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval.
Section 5 Annual Audit
The accounts of the chamber of commerce shall be audited as of the close of business on December 31, by the Auditing Committee in accordance with state and local regulations, not to exceed a time span of five (5) years. The audit shall at all times be available to members of the organization within the offices of the chamber.
Article VIII
Dissolution
The Chamber shall use its funds only to accomplish the objectives 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 as defined in IRS Section 501(c)(6), to be selected by the Board of Directors.
Article IX
Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure, when such rules are not inconsistent with the Charter or Bylaws of the chamber.
Article X
Amendments
These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members attending any regular or special meeting, providing the notice of the meeting includes the proposal(s) for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.
