We are a 501(c)3 non profit organization.
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BY-LAWS
of
THE ROUND VALLEY CHAMBER OF COMMERCE
ARTICLE I
Name
Section 1. The
name of this non-profit mutual benefit corporation shall be
Round Valley Chamber of Commerce,
hereinafter from time to time referred to
as the "Chamber".
ARTICLE II
Object
Section 1. The
Round Valley Chamber of Commerce is organized for the purpose
of advancing the commercial, industrial, agricultural, civic
and general interests of Round Valley, and its trade area.
ARTICLE III
Limitation of Methods
Section 1. The Chamber shall be nonpartisan and
nonsectarian, and shall take no part in or lend its influence
or facilities, either directly or indirectly to the nomination,
election or appointment or any candidate for office in city,
county, state or nation; or shall any meeting of a political
nature whatsoever be held within the premises occupied by or
under the control of the Chamber, however the Chamber may
invite any person to speak on any subject.
ARTICLE IV.
Membership
Section 1. Membership
Criteria. Any individual, association, corporation, partnership
or estate may apply for membership in the Round Valley Chamber
of Commerce providing such applicant is interested in the
objectives of the Chamber and otherwise meets the membership
requirements as established by these Bylaws and by the action
of the Board of Directors.
Section 2. Classes of Membership. There shall be four (4)
classes of membership. These classes are: (i) business
membership; (ii) couple membership; (iii) individual
membership; and (iv) honorary membership.
Section 3. Honorary
Membership. Distinction in public affairs shall confer
eligibility for honorary membership. Honorary membership shall
include all the privileges of active membership, except that of
holding office, and voting, with exception from the payment of
dues. Election to honorary membership shall require the
affirmative vote of the Board of Directors. An honorary
membership may be revoked by the Board of Directors at any
time.
Section 4. Annual
Dues. Unless otherwise designated by the membership at an
annual meeting or special meeting called for that purpose, the
annual dues for classes of membership as established above
shall be as determined from time to time by the Board of
Directors, except that no dues shall be required for an
honorary membership.
Section 5. Membership
Procedure. All applications for membership to the Round Valley
Chamber of Commerce, shall be subject to review by the
membership committee of the Board of Directors and a majority
vote by the membership committee is necessary be admitted to
membership.
Section 6. Membership
Termination. A member shall be terminated for nonpayment of
dues. Unless there is a special action by the Board of
Directors, thirty (30) days delinquency in the payment of dues
shall work an automatic termination of membership.
A member may be otherwise terminated for
activity inconsistent with the policies and objectives of the
organization. If the Board of Directors by majority vote
determines that termination is warranted, the member to be
terminated shall be given fifteen (15) days notice of the
intended termination, by first class mail, postage prepaid,
addressed to the member at his last address shown on the
records of the Chamber. The notice shall state the reasons for
the termination and shall also state that the member has the
opportunity to submit a written statement why the termination
should not take place, which statement must be received not
less than five (5) days before the effective date of the
termination. The Board of Directors shall consider the member's
statement, if any, and may, based on majority vote, order that
the termination shall not take place, or that it shall take
place as stated in the notice to the member.
Section 7. Effects
of Membership Termination. The death, resignation,or expulsion
of a member shall terminate his membership. The termination of
the membership shall work a forfeiture of all interest of the
member in and to the property of the Chamber, and the member
shall thereafter have no right to thereto or any part thereof.
The substitution of a new assignee for the holder of a plural
membership shall in no case terminate the particular
membership.
ARTICLE V
Meetings
Section 1. Annual
Meeting. The regular annual meeting of members shall be held on
the third Monday of October of each year at a time and place
designated by the Board of Directors. If this date falls on a
legal holiday, the meetings shall be held at the same time on
the next day that is not a legal holiday. At this meeting,
Directors shall be elected, and any other proper business
within the power of the members may be transacted.
Section 2. Special
Meetings. Special meetings of the members may be called by the
Board of Directors, any two (2) members of the Board of
Directors, the president, or by five (5) percent or more of the
members, by written request (except when called by the Board,
two (2) members of the Board, or the president) delivered in
person or mailed by first class, addressed to any member of the
Board of Directors, or any officer of the Chamber, at the
principal office of the Chamber, or at the business or
residence address of said Board member or officer. The request
shall specify the time desired for the meeting which shall be
not less than 35 nor more than 90 days after the receipt so the
request, and shall also state the general nature of the
business proposed to be transacted at the
meeting,
A special meeting called by request shall
be set by the Board of Directors on a date not less than 35 nor
more than 80 days after the receipt of the request. Within 20
days after receipt of the request, the Board member or officer
who receives it shall cause notice to be given to all members
entitled to vote at the meeting, of the place, date and time of
the meeting and the general nature of the business to be
transacted at the meeting.
Section 3. Notices
of Meetings. All notice of meetings of members shall be
delivered or mailed not less than 10 or more than 90 days
before the date of the meetings. The notice shall specify the
place, date, and time of the meeting and (i) in the case of a
special meeting, the general nature of the business to be
transacted, and no other business may be transacted at the
meeting; (ii) in the case of the regular
annual meeting, those matters that the Board of Directors, at
the time of giving the notice, intends to present for action by
the members, and only matters; the general nature of which was
given in the notice, may be voted upon at the meeting. The
notice of any meeting at which Directors are to be elected
shall include the names of all
those who have been nominated at the time
the notice is given.
If action is proposed to be taken at any
meeting concerning (i) removal of Directors from office; (ii)
filling vacancies on the Board of Directors; (iii) approval of
contracts between the Chamber and a Director or a corporation,
firm, or association in which a Director has a material
financial interest or is also a Director; (iv) amendment of the
Articles of Incorporation; or (v) selection or changing of the
distribution rights of the members if the Chamber is winding up
and dissolving, the notice shall also state the general nature
of that proposal.
Notice shall be given by delivery in person
or by first class mail addressed to the member at the address
of the member appearing on the books of the Chamber or given by
the member to the Chamber for the purpose of the notice. If
there is not any such address, notice shall be addressed to the
member at the principal office of the Chamber or by publication
at least once in a newspaper of general circulation in the
county in which the principal office is located.
If any notice addressed tot he member at
the address of the member appearing on the books of the Chamber
is returned tot he Chamber by the United States Postal Service
marked to indicate the United States Postal Service is unable
to deliver the notice to the member at that address, all future
notices to that member (until a correct address is received in
writing from that member) shall be held at the principal office
of the Chamber for one (1) year from the date of the giving of
the notice, for delivery to the member upon written demand.
An affidavit of giving of any notice of any
meeting of members may be executed by the officer of the
Chamber giving the notice, and placed in the Minute Book of the
Chamber with the minutes of the meeting.
Section 4. Record
date for notice. Members at the close of the business on the
business date preceding the day on which notice is given, and
who are entitled to vote at a meeting, are entitled to notice
of a meeting of members, subject tot he power of the Board of
Directors to fix a different record date.
Section 5. Quorum.
The presence of ten (10) present of the membership entitled to
vote at a meeting of members constitutes a quorum for the
transaction of business at that meeting. The members present at
a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough members to leave
less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of
the members required to constitute a quorum. In the even a
quorum is not present at a regular annual meeting, then the
meeting shall be adjourned for two (2) weeks and a special
notice sent to the membership of said adjournment and the date
of a reconvening of the annual
meeting. If a quorum is not present at the
continued date, then for purposes of the annual meeting and
business of the corporation as noticed, such business may be
transacted regardless of the number present.
Section 6. Voting.
Each membership, business, couple, or individual, shall have
one (1) vote on each matter submitted to a vote of the members,
and for each directorship to be filled at an election. If a
single membership is in the name of two or more persons
(business or couple membership) one shall vote the entire
membership for all.
Any business membership, other than an
individual proprietorship, shall designate a representative for
voting with the Secretary of the Chamber. Unless such
designation has been made, no vote shall be allowed said
business membership. A person designated to vote a business
membership may also hold one (1) individual membership with all
rights of said membership.
There shall be no voting by holders of
honorary membership.
There shall be no voting by proxy.
There shall be no cumulative voting.
Voting in all cases except for election of
Directors, need not be by ballot unless demanded by any member
before voting has begun.
If a quorum is present, the affirmative
vote of the majority of the members at the meeting, entitled to
vote, and voting on any matter shall be the act of all the
members, unless the vote of a greater number is required by
law.
Section 7. Inspectors
of Election. Before any meeting or vote ate any meeting of
members, the President may appoint and submit to the Board of
Directors for approval a committee of members; except nominees
for office, or members of the Board of Directors, to act as
inspectors. If inspectors of election are not so appointed or
if any persons appointed fail or refuse to serve, the Chairman
or the meeting may, and on the request of any member shall,
appoint inspectors of
elections or replacements for those who
fail or refuse to serve. The number of
inspectors shall be either three or five.
If inspectors are appointed at a meeting by the request of one
or more members, the majority of members present at the meeting
shall determine whether three or five inspectors are to be
appointed. The decision, action or certificate of a majority of
inspectors is effective as to all of them. The inspectors of
election shall (i) determine the total number of memberships,
(ii) the number of memberships represented at the meeting,
(iii) the existence of a quorum, (iv) receive votes or ballots,
(v) hear and determine all challenges and questions in anyway
arising in connection with the right to vote, (vi) count and
tabulate all votes or ballots, (vii) determine the results, and
(viii) do any other acts that may be proper to conduct the
election or vote with fairness to all members. Any report or
certificate made by the inspectors of election is prima facie
evidence of the facts stated in it.
Section 8. Adjourned
Meeting; Notice. Any meeting of members, whether the regular
annual meeting or a special meeting, and whether or not a
quorum is present, may be adjourned from time to time by the
vote of a majority of the members present at the meeting, but
no other business may be transacted, if there is less than a
quorum, except as provided, where a quorum is present and the
withdrawal of members leaves less than a quorum. At any
adjourned meeting,
the Chamber may transact any business that
might have been transacted at the original meeting.
If the time and place of an adjourned
meeting are not announced at the meeting at which the
adjournment is taken, or if the adjournment id for more than 45
days or if after the adjournment, a new record date is fixed
for determining the persons entitled to vote at the adjourned
meeting, a notice of the adjourned meeting shall be given to
all members entitled to vote at that meeting, in accordance
with the provisions of this section pertaining to notice of an
original meeting.
Section 9. Waiver
of Notice or Consent by Absent Members. The transactions of any
meeting of members, whether the regular annual meeting or any
special meeting, however called and noticed, and wherever held,
shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum is present in person, and
if, either before or after the meeting, each person entitled to
vote, who was not present in person signs a written waiver of
notice to consent to the holding of the meeting or an approval
of the minutes of the meeting. The waiver of notice or consent
approval of the minutes need not specify either the business
transacted or the purpose of any regular annual meeting or
special meeting of members, except that the general nature of
an approved proposal to (i) remove Director(s) from office,
(ii) fill vacancies on the Board of Directors, (iii) approve
contract between the Chamber and a Director or a corporation,
firm, or association in which a Director has a material
financial interest, or in which a Director is also a Director,
(iv) amend the Articles of Incorporation, or (v) select or
change the distribution rights of the members if the Chamber is
winding up and dissolving, must be stated in the waiver of
notice or consent or approval of the minutes of the meeting.
All such waivers of notice, consents, and approvals of minutes
shall be filed with the Chamber's records or made a part of the
minutes of the meeting.
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