BY-LAWS OF

THE FLORENCE CHAMBER OF COMMERCE

Members

Any person or firm residing in, doing business in, or having an interest in Fremont County may become a member of this Chamber. A firm may be represented at any meeting by any or all officers or principals of the firm, but each firm shall be entitled to only one vote at general membership meetings.

Representatives to the chamber

A firm, group or governmental agency may designate an individual to serve as an official representative to the Chamber of Commerce to assist the Chamber in the conduct of its business. Such Representatives are an integral part of Chamber activities and will have full participation in Chamber functions and meetings with the exception that a Representative will not have the right to vote during Board of Director meetings.

Board of Directors

The business and affairs of this organization shall be managed by a board of directors which shall consist of no fewer than nine (9) and no more that twelve (12) regular directors and any number of specified directors as deemed appropriate by the Board of Directors. Directors shall be elected for a term of three (3) years. In order to be elected to the board of directors, a candidate must have been a member of the Chamber for a minimum of 6 months prior to the election.

Dues

The types of membership and associated dues of the Chamber of Commerce shall be determined by the Board of Directors and delineated in a fee schedule, which, when attached, become an integral part of these by-laws. Payment of dues may be made on an annual, semi-annual, quarterly, or monthly basis at the option of the member. Members paying dues in installments shall be considered in good standing when all current installments have been paid and there are no payments in arrears.

Election of Board of Directors

Members of the Board of Directors will be elected by the general membership. Directors are elected for three year terms.

Terms of directors should be arranged so that approximately one-third of the director seats are up for election each year.

The nominating committee will determine a slate of candidates for each expiring term no later than January 1 of each year.

Ballots will be mailed or otherwise delivered to each member of the Chamber no later than January 10. Marked ballots must be returned to the Chamber office or, in the case of mailed ballots, postmarked no later than January 31.

Procedures used in the election regarding form of the ballot, counting of ballots, determining spoiled ballots and other election procedures shall be determined by the Board of Directors.

The successfully elected candidates will be installed at the annual meeting in February.

Replacement of Directors

The Board of Directors may declare a vacancy on the Board of Directors whenever a director shall have been absent from four (4) consecutive regular meetings of the Board of Directors, when a director no longer qualifies for membership in the Chamber or when a director has resigned his/her position.

Candidates for (replacement) director must be members in good standing and will be selected by a nominating committee appointed by the President and approved by the Board of Directors. Any member in good standing may nominate an individual to the nominating committee. Normally the Board of Directors, by majority vote will select from available candidates to fill a vacancy of the board. However, at the President’s discretion, he may refer the selection process to the general membership.

Directors

A Director must be a member in good standing of the Chamber or a representative of any firm which is a member in good standing of the Chamber and duly elected to his/her position on the Board of Directors. Directors, as a corporate body, manage the activities of the Chamber.

Duties of the President

The President shall preside at all meetings of the Board of Directors and at all regular meetings of the Chamber, and shall be the executive officer of the Chamber.

Duties of the Vice President

The Vice President shall preside at all meetings in the absence of the President and shall perform any act required of the President when the President is absent from the meeting.

Duties of the Secretary

It shall be the duty of the Secretary to be responsible for the minutes of all meetings of the Board of Directors and of the Chamber. In the absence of the Secretary, the President will appoint someone to fulfill this obligation.

Duties of the Treasurer

The Treasurer will provide oversight of the financial dealings of the Chamber. The Treasurer shall serve on the Budget Committee.

Executive Director

An Executive Director may be hired by the Board of Directors to conduct the day to day activities of the Chamber. The Executive Director will have the same rights and privileges as a Director with the exception that the Executive Director will not have the right to vote during Board of Director meetings. The Executive Director will be under the direct supervision of the President of the Chamber. Duties and annual evaluation criteria of the Executive Director will be specified in a Job Description, which, when attached, becomes an integral part of these By-laws. The board of directors will conduct an annual evaluation of the Executive Director.

Standing Committees

The President may appoint standing committees which will work under the direction of the Board of Directors. A member of the Board of Directors will chair each committee. Current standing committees are: Retail and Manufacturing, Marketing, Budget, Nominating, Special Events, and Government.

Special Committees

The president may appoint a committee to perform a special project or function. Special committees will work under the direction of the Board of Directors and will be chaired by a member of the Board of Directors.

Quorum of the Board of Directors

Five (5) members of the Board of Directors shall constitute a quorum. If a quorum is not present and immediate action is required on Chamber business, absent members may be polled by the President or the Secretary, so long as a record of the vote is kept and placed in the minutes of the next regular meeting of the board.

Regular Board meetings

Regular Meetings of the Board of Directors shall be held monthly on a day and time to be determined by the current Board of Directors. All regular meetings of the Board of Directors will be open to anyone interested in attending the meeting. Meetings will be conducted under Roberts Rules of Order.

All personnel matters shall be discussed in an executive session with only board members present. All proceedings in executive session will be confidential. The executive session may include personnel involved in the matter under discussion, or others with direct knowledge of the personnel matter under discussion, at the invitation of the board members.

Special Meetings

Special meetings of the Board of Directors may be held at any time at the call of the President or Vice President or any three (3) members of the board upon giving notice in person, in writing, by telephone or by email to each member of the board. There must be an attempt to contact all board members of any special meeting.

Annual Meeting

The annual meeting of the Florence Chamber of Commerce shall be held in February on a date determined by the Board of Directors.

By-laws

The Board of Directors shall have the power to make such prudent by-laws as they may deem proper for the management of the affairs of this organization. The by-laws, together with the Mission Statement and Articles of Association, may be amended, changed or modified by a majority of the votes cast at any annual meeting of the association or by a 2/3 vote of the Board of Directors at any Board of Directors meeting.

Attachments

In order for this document to be complete, it should contain the following attachments:

Mission Statement & Articles of Association

Job Description of Executive Director

Schedule of dues

Schedule of Election Dates