Section 1. The name of this organization shall be Vale Chamber of Commerce.

 Section 1. The Vale Chamber of Commerce is organized for the purpose of advancing commercial, industrial, civic and general interest of the City of Vale, and its trade area.

 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 of any candidate for office in city, county, state or nation.
 
 

 Section 1. Eligibility for membership and membership dues shall be in accordance with the standards set by the Board of Directors.

 Section 2. Members may be expelled by the Board of Directors for non-payment of dues or for cause.

 Section 1.   The regular membership meetings shall be held on Tuesday of each week.

 Section 2.   The Board of Directors shall call a membership meeting upon petition signed by not less than ten percent of the members.

 Section 3.   The annual meeting shall be held in January, the exact date to be set by the Board of Directors.

 Section 4.   At all membership meetings, five percent of the members in good standing shall constitute a quorum.

 Section 5.   Notice of both annual and special meetings shall be given to each member in person or by mailing notice to his or her last know post office address at least ten days in advance of the day of the meeting.

 Section 1.   The Government of the Chamber, the direction of its work and the control of its property shall be vested in a Board of Directors consisting of a minimum of six members, one-third of whom shall be elected annually for a term of three years, as hereinafter provided, and no member of the Board of Directors shall be eligible for re-election until after the lapse of one year from his or her term as director.  The Directors shall have the power to fill all vacancies on the Board of Directors.  They may adopt rules for conducting the business of the Chamber of Commerce.  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.

 Section 2.   The Board of Directors shall be elected as follows:  A nominating committee of not less than three members shall be appointed by the President not later than the 20th day of November, whose duty it shall be to nominate from the members of the Vale Chamber of Commerce persons for each Board position.  While not required but desired, two persons shall be nominated for each Board position.  Said committee shall file a list of the nominees recommended with the President no later than December 1st. The President shall then make a ballot of nominees submitted by him by the committee and provide three blank spaces for write-in candidates on the ballot and mail the ballot to the members of the Chamber of Commerce by December 5th.  All ballots, to be valid, shall be returned to the Chamber President by December 15th.  The Chamber secretary shall then compile a list of the winning candidates and give their names to the President of the Chamber of Commerce, who shall then make the results known to the Chamber of Commerce.

 Section 3.   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 from the Board of Directors.

 Section 4.   A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.

 Section 1.   Within ten days after the election, the newly elected Directors and those Directors whose terms did not expire, shall meet and elect the following officers for the ensuing year:  a president, vice president, a secretary and a treasurer.  All said officers must be members of the Board of Directors except the secretary and treasurer, who may or may not be members of the Board of Directors.  The Board of Directors may employ a Manager, whose compensation shall be determined by the Board of Directors.  The Manager shall also serve as the secretary to the Board of Directors.

 Section 2.   The President shall preside at all meetings of the Chamber of Commerce and Board of Directors, and perform all duties incident to this office.  He or she shall, subject to the approval of the Board of Directors, appoint all committees and shall be an ex-officio member of all committees.  He shall at the annual meeting of the Chamber of Commerce, and at such other times as he or she may deem proper, commend to the membership or the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber of Commerce.

 Section 3.   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 to act temporarily.

 Section 4.   The Treasurer or Manager shall receive and disburse the funds of the Chamber.  They shall keep all moneys of the Chamber deposited in its name.  At quarterly intervals, they shall make a report to the Board of Directors, which may at its discretion require them to give acceptable bonds, in such sums as the Board may determine, for the faithful performance of their duties.

 Section 5.   The President shall be the chief administrative officer of the Chamber of Commerce.  It shall be the duty of the Secretary to conduct the official correspondence, preserve all books, documents and communications, keep books of accounts and maintain an accurate record of the proceedings of the Chamber of Commerce, the Board of Directors and all committees.  He or she shall submit a financial statement and written report of the year's work at the close of each fiscal year.  He or she shall have general supervision over all employees of the Chamber.  He or she shall perform such duties as may be incident to his or her office, subject to the direction of the Board of Directors.  At the expiration of his or her term of office, he or she shall deliver to the Board of Directors all books, papers and property of the Chamber of Commerce.  The Manager shall be bonded in the amounts approved by the Board and the fee or fees shall be paid by the Chamber.  The Manager may assist the Treasurer in the latter's duties.

 Section 1.   The Board of Directors shall authorize and define the powers and duties of all committees.

 Section 2.   The President shall appoint all committees, subject to confirmation by the Board of Directors.

 Section 3.   The President shall appoint a finance committee whose duty it shall be to audit or cause to be audited annually, the books and accounts of the Chamber of Commerce at the close of the business of the fiscal year, and report its findings to the Board of Directors and to the membership.  All recommendations for the expenditure outside the budget shall be submitted to the finance committee, whose recommendations shall be submitted to the Board of Directors for approval.
 
 

 Section 1.   As soon as possible after the annual meeting of each year, the finance committee shall compile a budget of estimated expenses, including a stated amount for each committee and submit it to the Board of Directors.  As passed by the Board and approved by the membership with or without modification, this budget shall be the appropriation measure of the Chamber of Commerce.  No committee may exceed its appropriation without the consent of the Board of Directors.

 Section 1.   No disbursements of the funds of the Chamber of Commerce shall be made unless the same shall have been approved, authorized and ordered by the Board of Directors.  All disbursements shall be made by check.  Checks shall be signed by the Manager and countersigned by the Treasurer or the President.

 Section 1.   The Fiscal Year shall end the 31st day of December.

 Section 1.   The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Robert's Manual of Parliamentary Rules.

 Section 1.   These by-laws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the Chamber of Commerce, provided notice of the proposed change shall have been mailed by the Manager to each member no less than ten days prior to such meetings.

revised 12/27/2001