STANLEY-SAWTOOTH CHAMBER OF COMMERCE

Stanley, Idaho

The Stanley-Sawtooth Chamber of Commerce, Incorporated, is a perpetual non-profit corporation, incorporated by the State of Idaho on January 22, 1986, Incorporation number 80403.

BY-LAWS

ARTICLE I

Section 1. Name

The name of this organization shall be the Stanley-Sawtooth Chamber of Commerce, Incorporated.

Section 2. Purpose

The Stanley-Sawtooth Chamber of Commerce (“Chamber”) is organized to:

A. Advance the commercial, professional, and economic interests of its members and the civic interests of the Stanley Basin and the Sawtooth Valley.

B. To the extent possible, prevent or address controversies which are detrimental to the health of business and commerce in the local area.

C. Encourage development of commerce, tourism, and recreational activities

D. Protect and preserve the natural resources.

E. Promote understanding and cooperation among local businesses, private and public agencies, and government entities.

F. Remain non-partisan, non-political, non-sectarian, and non-discriminatory.

G. The Chamber shall take no part in or lend support to any political campaign or the election or appointment of any candidate for public office.

ARTICLE II

Section 1. Membership

A person, association, firm, corporation partnership, or estate shall be eligible for membership in the Chamber. Membership categories are:

A. General member (commercially active) with full voting privileges.

B. Associate member (not commercially active), non-voting.

C. Allied member (commercially supportive), non-voting.

Section 2. Qualification for Membership

A member must complete and submit a membership application initially, and pay appropriate dues to the Chamber annually.

Section 3. Membership Fee

The annually due membership fee for each general member, associate member, and allied member shall be established by the Board of Directors, and is generally payable by the September regular meeting. A differential fee schedule may be applied to general memberships. The fee schedule shall be announced in the minutes of a meeting and communicated to the membership in the Newsletter and on the Membership Application form. Memberships are not transferable by name or ownership conveyance.

Section 4. Delinquency and Misconduct

Members delinquent with application requests or fees for more than sixty (60) days from the announced due date shall be discontinued as members.

A member may be discontinued or suspended for misconduct by the Board of Directors by a 2/3 vote (5 directors). Action so taken may be rescinded by the Board of Directors with a 2/3 vote (5 directors).

Section 5. Holding Chamber Elective Office

General members shall be eligible for elective office in the Chamber. Associate members shall be eligible to hold appointed positions.

ARTICLE III

Section 1. Board of Directors

There shall be a Board of Directors (“Board”) consisting of seven (7) members (“Directors”) elected from the membership, generally at the June meeting. The past President serves additionally as an ex-officio, non-voting Board member.

Section 2. Officers

There shall be a Board President and Vice-President, and other officers determined as needed to meet Chamber goals, elected by a majority vote of members present at a regular Chamber meeting. Officers are elected in even-numbered years, e.g., 2002, 2004, etc.

Section 3. Terms of Office

Directors are elected by the membership for two-year terms, with terms for four (4) Directors expiring in even-numbered years and three (3) Directors expiring in odd-numbered years. Terms for Board Officers are two years. All may serve consecutive terms if re-elected. A duly elected Board Officer continues in office for the 2-year term as a Board Officer, extending as necessary his/her term as a Director.

Section 4. Duties of Officers

A. The President shall preside at all regular and special meetings of the Chamber and the Board, and shall perform all duties incident to the office of President.

B. The Vice-President shall act in the absence of the President. A temporary President shall be selected by the Board of Directors to act in the event that both the President and Vice-President are absent.

C. A quorum of the Board shall be four (4) Directors.

D. The Board may select and hire Chamber employees, staff, consultants, or contractors as needed to conduct Chamber business, e.g., Executive Director, Executive Secretary, Chamber Coordinator, Marketing Director, or any other job title approved by the Board. Staff members supervised by an Executive Director may be selected and hired by the Executive Director.

E. Duties of Chamber employees/staff/contractors may include maintaining records of Chamber proceedings and Board meetings; receipt, disbursement, record keeping and safeguarding of Chamber funds and property; maintenance of membership records, conduct of Chamber correspondence, development of printed materials and advertising, special events, requests and adminstration of financial grants, communications to Chamber members, Directors, other agencies and the public at large, and representing the Chamber at various meetings and functions. Duties and responsibilities of staff/contractors will be outlined in a duty description for each.

F. The Board of Directors may employ paid professional assistance and negotiate employment terms and contracts as needed to conduct Chamber business effectively.

Section 5. Chamber Finances

Funds shall be deposited in a financial institution approved by the Board. Checks for disbursement of Chamber funds must be signed or co-signed by at least one Board Officer. No individual or group shall have the authority to obligate the Chamber for any expense without the approval of the Board of Directors. A Treasurer’s Report will be presented at least annually, generally at the June meeting. In the event of the dissolution of the Stanley-Sawtooth Chamber of Commerce, Incorporated, all funds shall be transferred to the City of Stanley.

Section 6. Vacancies in Office

A vacancy in office shall be filled by appointment by the President, with advice of the Board, for the term of office remaining. An Officer may be removed from office by a 2/3 vote of the general members attending a regular meeting. A proposal for removal from office shall have been presented at the prior regular meeting.

ARTICLE IV

Elections

Section 1. Nominating Committee

A Nominating Committee of three general members shall be selected by the Board as a standing committee. It shall be the duty of the Nominating Committee to present a slate of nominees for vacancies at each annual general Chamber election.

Section 2. Election Procedures

A. The officers shall be elected at the annual meeting in June.

B. The nominating committee will present a list of candidates, and the presiding officer will entertain nominations of additional candidates.

C. Each general membership shall have one (1) vote. Votes by proxy or designee must be established in writing and submitted to the Chamber’s presiding officer.

D. The presiding officer shall appoint two (2) impartial Chamber members as election judges who supervise the election until results are final.

ARTICLE V

Committees

Section 1.

The Board shall declare any permanent and special committees deemed necessary to carry out the objectives and purposes of the Chamber.

Section 2.

The President shall appoint the chairperson of each committee with the advice and consent of the Board. Appointed Chairpersons shall in turn select committee members and submit names to the Chamber President and staff.

Section 3.

The authority of committees shall not extend beyond making investigations, conducting studies and hearings, making recommendations to the Board, and carrying out activities delegated by the President.

ARTICLE VI

Meetings

Section 1.

Regular Chamber meetings shall normally be held on the first Thursday of March, June, September, and December. In the event an alternate meeting date must be scheduled, posted notice will be provided at the Chamber office and the local US Post Office at least two (2) weeks in advance, and, to the extent possible, by Chamber newsletter, regular mail, and/or electronic mail.

Section 2.

The Board shall meet at the call of the President or of any two Directors, with the time and place of the meeting announced at a regular Chamber meeting, or communicated by posted notice at the Chamber Office and local US Post Office at least five (5) days in advance. Electronic mail, regular mail, and telephone notice to Board members should be used to the maximum extent possible for out-of-town Directors.

Section 3.

The regular meeting in June of each year may be referred to as the Annual Meeting, at which time elections of officers will be held.

ARTICLE VII

Section 1.

All questions of procedure shall be determined by the presiding officer. Questions regarding the presiding officer’s decision shall be resolved in accordance with the latest edition of “Roberts’ Rules of Order.”

ARTICLE VIII

Section 1. Amendments

These By-Laws may be amended by a 2/3 vote of the general membership present at a regular meeting. The amendment shall have been proposed/presented at the prior regular meeting.

Section 2. Ratification

These By-Laws may be ratified by a 2/3 vote of the general membership present at the next regular meeting following the regular meeting at which these amendments were presented.

Section 3.

These By-laws supercede the By-Laws and amendments approved September 16, 1971, September 16, 1987, October 18, 1991, August 19, 1993, and June 1, 1995.

Adopted:

Subscribed by:

Charlie Thompson, President
Ken Klusmire, Vice President