(Updated 9-4-07)

COUNCIL CHAMBER OF COMMERCE, INC.

BY-LAWS

ARTICLE I. NAME
The name of this organization shall be the "Council Chamber of Commerce, Inc."

ARTICLE II. PURPOSE
The purpose of the Chamber shall be to promote and perpetuate the business, commercial, manufacturing, agriculture, and civic interests of the City of Council and adjacent territory; to develop a unified public spirit in all; whereby we can put forth a concerted effort in aid of our city and county to make them more prosperous, more beautiful and a better place in which to live.

ARTICLE III. ORGANIZATION
The Council Chamber of Commerce 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 of any candidates for office in city, county, state or nation.

ARTICLE IV. MEMBERS
4.1. MEMBERSHIP. All persons, associations, corporations or partnerships who agree with the purpose of the Council Chamber of Commerce shall be eligible for membership.
4.2. DUES. Members may join the Chamber at any meeting of the Chamber or Board of Directors and shall pay a membership fee at a rate per annum as determined by the Board of Directors, due January 15th of each year. (See minutes for July 10, 2006, Directors Meeting)
4.3. MULTIPLE MEMBERSHIP. Any person, firm, association or corporation eligible to membership may acquire more than one membership by undertaking to pay the annual dues of each such membership, and may designate an individual to represent each such membership, subject to the approval of the Board of Directors.
4.4. VOTING RIGHTS. Each membership shall be entitled to one vote on all matters submitted to a vote of the members. Any person, firm, association or corporation holding more than one membership shall be entitled to cast only one vote; except that individuals who have been designated to represent said additional memberships shall vote as members.
4.5. REPRESENTATIVES. Any person, firm, association or corporation holding one or more memberships shall have the right at any time to change any or all its representatives upon written notice to the Chamber of Commerce.
4.6. HONORARY MEMBERSHIP. Distinction in public affairs shall confer eligibility to honorary membership. Honorary membership shall include all the privileges of active membership, except that of holding office, with exemption 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 at anytime.
4.7. MEMBER EXPULSION. Members may be expelled by the Board of Directors for cause or for nonpayment of dues within a reasonable time as fixed by the Board of Directors. No member can be expelled without the opportunity of a hearing before the Board of Directors at a proposed time and place and after a reasonable notice. A three-fourths vote of all Directors present shall be necessary to expel a member. An expelled member shall have the right to appeal to the entire Chamber and upon the member’s written request; the member must be allowed to make such an appeal at the next annual meeting or special meeting within thirty days of such request.
4.8. MEMBERSHIP TERMINATION. The death, resignation or expulsion of a member shall terminate their membership. The termination of membership shall cause a forfeit 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. The substitution of a new assignee for the holder of a plural membership shall in no case terminate the particular membership.

ARTICLE V. MEETINGS
5.1. MEMBERSHIP MEETINGS. The Board of Directors or President may provide for holding membership meetings whenever it may be considered necessary or desirable or upon a petition signed by not less than 20 percent of the members.
5.2. ANNUAL MEETING. The annual meeting of the Chamber shall be held at the end of the fiscal year, which was changed to December 31, at the Board of Director’s meeting on July 10, 2006.
5.3. QUORUM. At all membership meetings, 10 percent of the members in good standing shall constitute a quorum.
5.4. NOTICE. Notice of both regular and special meetings shall be given as specified in the Articles of Incorporation.

ARTICLE VI. BOARD OF DIRECTOR, NOMINATIONS, ELECTIONS AND APPOINTMENTS
6.1. DIRECTORS. The government of the Chamber, the direction of its work and the control of its property shall be vested in a Board of Directors, one-third of whom shall be elected annually for a term of three years with staggered expiration of terms. Annually after Director Election, the Directors shall meet, qualify and elect from their own numbers a President and a Vice-President; and shall appoint a Secretary and a Treasurer, who may or may not be a Director. The Board of Directors shall have the power to fill any vacancies that occur on the Board during the year. They may adopt rules for conducting the business of the Chamber. They shall meet not less frequently than once a month, at such regular time and place as will be determined by them. They shall submit in writing at the annual meeting a full report of the work and finances of the organization.
6.2. ELECTION OF DIRECTORS. The Board of Directors shall be elected at the annual meeting or at a special meeting of the members called for the purpose.
6.3. NOMINATION OF DIRECTORS. A Nominating Committee for the Board of Directors shall be appointed by the President, thirty days prior to the election. Its duty shall be to nominate Directors to be voted on by the members of the Chamber. Said Committee shall file a list of the nominees recommended with the Secretary not later than fifteen days before the election. Other nominations than the ones recommended by the committee may be made by any member from the floor at a membership meeting or by filing the name of the nominee with the Secretary.
6.4. The Secretary shall mail or deliver to all members of the Chamber, ten days prior to the election, a list of the nominees recommended by the Nominating Committee and any other nominees filed with the Secretary.
6.5. VOTING FOR DIRECTORS. Voting shall be by written ballot. A number of nominees corresponding with the number of Directors to be elected who receive the highest number of votes shall be declared elected.
6.6. ELECTION COMMITTEE. The President shall appoint an Election Committee whose members are not members of the Board of Directors or candidates for election as such, to have supervision of the Director election, and such Committee shall serve from the opening of the election until the closing of the election.
6.7. BOARD MEETINGS. The Board of Directors shall meet at regular periods, the time to be fixed by the Board. Absence from three consecutive regular meetings, without an excuse deemed valid and so recorded by the Board of Directors, shall be construed as a resignation. The President, Vice-President, and each Director is entitled to one vote on matters under consideration of the Board. Acts, decisions, and policies approved by the Board must be accomplished by a simple majority vote.
6.8. QUORUM. A minimum of three (3) Directors at any meeting shall constitute a quorum. (This change was voted and passed at the August 2007 Board of Director’s Meeting).
6.9. AUDIT. Soon after the new Director’s election the Board of Directors shall secure the services of a non-Chamber member to audit the previous year’s books. The audit is to be completed on or about January 15 of each year. (Fiscal year was changed to December 31, at the Board of Director’s meeting on July 10, 2006.)

ARTICLE VII. OFFICERS
7.1. ELECTION OF OFFICERS. Within ten days after the annual Director election, the Directors shall meet and elect or appoint Chamber Officers. The Directors shall elect the Chamber’s President and Vice-President from their own numbers. The Directors shall also appoint a Secretary and a Treasurer. The President and Vice-President must be members of the Board of Directors. The Secretary and the Treasurer may or may not be members of the Board of Directors.
7.2. PRESIDENT. The President shall preside at all meetings of the Chamber and Board of Directors, and perform all duties incident to this office. The President shall, subject to the approval of the Board of Directors, appoint all committees. The President shall have general supervision over all employees of the Chamber. The President shall preside at the annual meeting of the Chamber, and at such other times as the President may deem proper, commend to the membership of the Board of Directors such matters and make suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber. The President shall have the custody of the Treasurer’s bond.
7.3. VICE-PRESIDENT. The Vice-President shall act in the absence of the President and in the absence or disability of the two officers (named President and Vice-President) a member of the Board of Directors shall be chosen by the Board to act temporarily.
7.4. TREASURER. The Treasurer shall receive and disburse the funds of the Chamber and keep books on accounts. The Treasurer shall keep all moneys of the Chamber deposited in its name. The Treasurer shall furnish a surety bond in such amount as the Board of Directors shall deem necessary, the cost to be paid by the Chamber. The Treasurer shall submit a financial statement at the close of the fiscal year and at other times when requested by the President.
7.5. SECRETARY. The Secretary shall be the chief administrative officer of the Chamber. It shall be the duty of the Secretary to conduct the official correspondence, preserve all books, documents and communications, and maintain an accurate record of all committees. The Secretary shall submit a written report of the year’s work at the close of each fiscal year. The Secretary shall perform such duties as may be incident to the Secretary’s office, subject to the directions of the Board of Directors. At the expiration of the Secretary’s term of office the Secretary shall deliver to the Board of Directors all books, papers, the year end report and property of the Chamber.

ARTICLE VIII. COMMITTEES
8.1. The Board of Directors shall authorize and define the powers and duties of all committees.
8.2. The President shall appoint all committees, subject to confirmation by the Board of Directors.
8.3. EXECUTIVE COMMITTEE. The Executive Committee shall be composed of the President, the Vice-President, the Treasurer, the Secretary and two Directors.
8.4. In the interim between meetings of the Board, the Executive Committee shall have charge of the routine business of the Chamber. It shall have general charge of the finances and property of the Chamber and shall have authority to order disbursements for necessary expenses, and may grant to any committee a reasonable amount of money for special work.

ARTICLE IX. AMENDMENTS TO THE BY-LAWS
These By-Laws may be altered by amendment, repeal, or addition by the majority vote of the Board of Directors at any regular or special meeting of the Board provided a quorum of the Board is present at such meeting.