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South Hadley and Granby Chamber of Commerce Bylaws

South Hadley and Granby Chamber of Commerce

BYLAWS

Article 1: Name

The name of this organization is, and shall be, the South Hadley and Granby Chamber of Commerce. Its principal business office is located and maintained within the town limits of South Hadley or Granby, Massachusetts. These bylaws replace and amend, as of June 23rd, 2009, previous bylaws established by the South Hadley Chamber of Commerce, January 17, 1982.

Article 2: Definitions

For the purposes of these Bylaws the term “Chamber” shall mean the South Hadley and Granby Chamber of Commerce, and “Board” shall mean the Board of Directors of the Chamber.

Article 3: Purpose, Limitations, and Methods

Section 1: Purpose

On behalf of the business community and in partnership with government, education and other organizations to promote commerce, economic development and diversification in South Hadley and Granby and to serve as a “first call” resource and business trade organization with local, regional, national and international reach.

Section 2: Limitations, and Methods

The Chamber shall observe all local, state and Federal laws that apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code and maintain that status as a non-profit, tax-exempt organization. The Chamber shall use its funds and only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the Members of the Chamber.

Article 4: Membership

Section 1: Eligibility

Any reputable person, firm, partnership, corporation, association, estate, non-profit organization or trust may apply for active Membership in the Chamber in a manner as prescribed by the Board and whereby the applicant agrees to conform to and abide by these Bylaws.

Section 2: Classification of Members

Membership in the Chamber shall be active or limited.

A. Active Membership. Active Members shall consist of individuals and firms that pay dues as prescribed by the Board. All active Members in good standing shall be entitled to vote, to hold office, to receive all publications of the Chamber, to avail themselves of the facilities of the Chamber office, to serve on committees, to attend all regular and special Membership meetings, to participate in all referendums conducted by the Chamber and to display it’s emblems.

B. Limited Membership. Limited Members shall consist of honorary Members or other titles incorporated into this description. Past Board Presidents, other Officers, community volunteers are a few examples of those who can be considered for this Membership. Limited Members shall have no voting privileges. Limited Membership shall be conferred by the Board upon any person with unanimous vote of the Directors present at any Board meeting.

Section 3: Membership Dues.

The Board shall establish the annual Membership dues.

South Hadley and Granby Chamber of Commerce By-Laws

Section 4: Voting.

Each Member, in good standing, shall be entitled to one vote per active Membership. Votes shall be by individual persons only, one vote per Membership. Elections and issues requiring a vote of the Membership may be held at a general or special Membership meeting, by traditional forms of mail delivery, and also verifiable internet forms.

Section 5: Expulsion.

Any Member of the Chamber may be expelled for conduct unbecoming a Member, determined after notice and an opportunity for a hearing before the Board. A two-thirds vote of the Board of Directors shall be required for expulsion related to conduct. A Member one hundred and twenty (120) days in arrears of payment of annual Membership dues or other financial obligations to the Chamber shall automatically be expelled unless extended payment options are arranged with Chamber staff.

Section 6: Resignation.

The Board shall accept the resignation of any Member submitted in writing.

Section 7: Termination of Membership.

Membership in the Chamber is not transferable. The sale or transfer of ownership of a firm shall automatically terminate the existing Membership of said firm, and admission to Membership by the new purchaser may be accomplished only upon application for Membership.

Article 5: Membership Meetings

Section 1: Regular Membership Meetings.

General Membership meetings shall be held at least twice a year, with one being an annual meeting, at such times and places as designated by the Board. Notice of the meeting shall be delivered to the Membership no later than ten (10) days prior to the meeting. Notice can come in the form of electronic mail, traditional mail, and calendar publications.

Section 2: Annual Meeting.

The Chamber will operate on a calendar year and the Board may designate the annual Membership meeting of the Chamber to be held at such time and place as is appropriate for the best interest of conducting the Chamber’s organizational business. At such annual meeting, the newly proposed officers and directors shall be introduced, voted upon and other business pertaining to the Membership may be transacted. It is intended to have the Annual meeting in January of each year.

Section 3: Special Meetings.

The President, or the Board by majority vote, may call special meetings of the Membership as either may deem necessary and shall call a Membership meeting upon the request of ten percent of the active Members in good standing, through signature petition. Notice for a Special Meeting can come in the form of electronic mail, traditional mail, and calendar publications.

Section 4: Notice of Meetings.

Notice of all meetings of the Membership, stating the purpose, time, and place thereof, shall be given to the Members at least ten (10) days preceding the meeting.

Section 5: Quorum.

15 percent of the active Members, in good standing, of the Chamber shall constitute a quorum for the transaction of business at a regular Membership meeting, unless otherwise specified in the Bylaws. The Board may call special Membership meetings where a vote of two thirds of the Members present will be required to pass any motion brought before the Membership.

South Hadley and Granby Chamber of Commerce By-Laws

Article 6: Board of Directors

Section 1: Government.

The government of the Chamber, its policies, the direction of its work, and the control of its property shall be vested in the Board consisting of the eleven (11) Directors. The four Officers and Past-President will make up the Executive Committee (see Article 8 ) and there will be six (6) “at large” Directors, each of whom must sit on a seat of one of the standing committees created in these bylaws or amendments. Two of the “at large” Directors will be named annually to the Executive Committee, (see Article 8 ). The Board will establish policies within the constraints of the Chamber’s bylaws and the Executive Committee will administrate those policies and make recommendations for any amendments, alterations and additions to policies, as are best business practices. Official Board meetings will be a minimum of two (2) times a year. The Executive Committee will meet a minimum of five (5) times a year. All Directors shall be active Chamber Members or a Member appointed representative of an active Member, in good standing of the Chamber.

Section 2: Eligibility for Directors.

No Member shall be eligible for election as a Director without having first been an active Member or representative of an active Member, in good standing, for at least twelve months prior to his or her nomination.

Section 3: Election, and Term of Directors.

Eleven (11) Members of the Board shall be elected from the nominees, as provided, for varying terms and until their respective successors are elected. Four (4) shall be elected every year. Four (4) shall be elected every two years and three (3) shall be elected every three years. If the term of the immediate Past Board President has expired, he/she may fill a one-year. A Director may serve a total of four(4) consecutive three-year terms or twelve (12) total consecutive years. After such, they cannot be eligible for another term until after the lapse of one year from his/her term as Director. Exception to this would be a Director, as an Officer, who needs an additional term to fulfill his/her position as an Officer. The Board can, with recommendation by the Executive Committee, extend such Director’s term to fulfill this requirement. A Member of the Board appointed for the unexpired term of a Director shall be eligible for election. A term year for Board Members shall be January 1 through December 31. Vacancies that occur on the Board between elections shall be filled by a vote of the Board.

Section 4: Absence from Meetings.

In the event that a Director is absent from two (2) regular Board meetings during the course of a calendar year or a Director is absent from (2) standing committee meetings, for reasons that the Board fails to declare to be sufficient, his/her resignation is deemed to be tendered and accepted. Conference calls, video-conference, and other forms of electronic participation will qualify as attendance and participation for any meeting considered here. The Board should make reasonable attempts to get information from the absent Director regarding absences prior to termination. Each standing committee will report attendance in their meeting minutes.

Section 4: Vacancies

The Board of Directors shall fill vacancies on the Board of Directors, or among the officers, by a majority vote within 30 days of resignation or termination.

Section 5: Notification of Members.

In 2010, and every year thereafter, by September 30th of each year, the Board shall notify the Membership of the Chamber of the upcoming Board election and of the appointment of a Nominating Committee. The Board shall invite Members who wish to be considered as Director nominees to express their interest in writing, outlining their qualifications, to the Board prior to November 1.

South Hadley and Granby Chamber of Commerce By-Laws

Section 6: Nomination of Directors.

In 2010, and every year thereafter, by September 30th of each year, the President of the Board shall appoint a Nominating Committee consisting of three (3) to five (5) active Members in good standing, and shall designate the Chair thereof. The Nominating Committee shall meet after its appointment, and shall prepare a slate of candidates, consisting of not fewer than one Member, in good standing, for each of the open Board positions, each of whom shall have individually accepted the responsibilities of nomination, as a candidate for Director. In selecting nominees, the committee shall consider, among other things that the Board should be representative of the whole Membership of the Chamber. The names of such nominees shall be published for all Chamber Members not later than December 1.

Section 7: Election of Directors.

If the number of nominees does not exceed the number of vacancies to be filled, the Directors shall be elected by the Board at its regular meeting in December. If the number of nominees exceeds the number of vacancies to be filled, the Members of the Board shall be elected by mail ballot, of the active Members of the Chamber, or at a general Membership meeting called for that purpose, no later than December 31st. The candidates receiving the highest number of votes shall be declared elected to the open positions of the Board to serve for the designated term. Should a tie vote occur, the sitting Board of Directors shall cast lots, and certify as elected, the person upon whom the ballot is cast. The terms of office of the new directors shall commence on January 1.

Section 8: Supervision of Election.

The President of the Board, with the approval of the Board, shall appoint a “counting team” comprised of five (5) Members, which would include two (2) current Directors and three (3) non-Director Members, to count the ballots, and certify the results of the election.

Article 7: Board of Directors Meetings

Section 1: Regular Board Meetings.

The Board of Directors shall meet at such times, and places as they may designate, but not less than two (2) times a year. All meetings of the Board shall be open to the Membership, but shall be taken into executive session when discussing staff compensation, staff performance, past due Memberships, or any other subject that the President deems to be sensitive in nature.

Section 2: Special Board Meetings.

Special meetings, including meetings by conference call of the Board shall be subject to the call of the President or by six (6) Directors provided that notice shall be given to each Director, stating the purpose of the meeting, the time, and the place thereof, at least twenty-four (24) hours preceding the meeting. In the event an issue arises requiring a decision by the Board prior to a regular Board meeting, the President, with the approval of the Executive Committee, may submit said issue to a vote of the Board by email or conference call.

Section 3: Quorum for Board and Committees.

At all meetings of the Board of Directors, a majority of the Members of the Board shall constitute a quorum for the transaction of business.

South Hadley and Granby Chamber of Commerce By-Laws
Article 8: Officers, Executive Director and Committee Presidents

Section 1: Election and Term of Officers and Committee Chairs.

The duties of the Officers and Committee Presidents shall be such as are required in these bylaws and as given them assignment by the President or the Board. An Officer shall hold office for a two-year period. A Committee Chair shall hold office for a one-year period. The President may not go beyond a two-year Presidency term unless extraordinary conditions are present. In such conditions, a President may serve one additional year providing two-thirds of the Directors of the Board concur. Every year, no later than December 31, the Directors shall meet and elect four (4) officers and six (6) “at large” Directors. There is no election for Past-President. Seven (7) Committee Chairs must also be appointed, from the Board, for the ensuing one-year period. If the term of the Officers’ position has not expired there is no election. The four officers shall be President, 1st and 2nd Vice- President, and Treasurer.

Section 2: Executive Director.

The Board shall hire and place under contract an Executive Director. Specific duties will be expressed and bound in contract. All applicable federal, state, and local employment laws will be followed. The Executive Director shall report directly to the Board and as an employee of the Board serves at the discretion of the Board.

Section 3: Vacancies.

The Board shall fill vacancies of Officers and Committee Presidents.

Section 4: Duties of the President.

The President shall preside at all meetings of the Chamber, the Board and the Executive

Committee and shall perform all duties incidental to this office. He/she shall, subject to the approval of the Board, fill vacancies on the Board, appoint Committee Chairs and establish ad-hoc committees. The President is required to be on the following Committees: Program and Finance, and can voluntarily sit on any other Committee that is appointed by the Board

Section 5: Duties of the 1st Vice-President and 2nd Vice-President.

  1. The 1st Vice-President shall preside at meetings in the absence of the President. In the event of a vacancy in the office of President, the 1st Vice-President shall fill the vacancy. In the absence or disability of the President, the 1st Vice-President may sign deeds and other contracts executed by the corporation and perform the duties and exercise the powers of the President. The 1st Vice-President must be on the Program Committee and Finance Committee and can volunteer for any other Committee position.
  2. The 2nd Vice-President shall preside at meetings in the absence of the President and Vice-President. In the event of a vacancy in the office of President and the 1st Vice-President has filled the vacancy, the 2nd Vice-President shall fill the 1st Vice-President vacancy and assume the duties above. The 2nd Vice-President must be the Chair of the Membership Committee and can volunteer for any other Committee position.

Section 6: Duties of the Treasurer.

The Treasurer shall be custodian of the funds of the Chamber and shall keep up to date ledgers or use of financial software to track all income and expenses. He/she shall make reports monthly to the Board of Directors, on the financial status of the Chamber. The Treasurer is required to be Chair of the Finance Committee and to have a seat on the Charitable Giving Committee. The President or Board can request financial statements or other pertinent data from the Treasurer within a reasonable time for preparation, not to exceed a fifteen (15) day period of procurement. All financial records are available to any Chamber Member, by written request to the Board. Upon confirmation by the Board, said Member may have access to these records within a fifteen (15) day period.

South Hadley and Granby Chamber of Commerce By-Laws

Section 7: Duties of the Executive Director.

It shall be the duty of the Executive Director to manage the day-to-day affairs of the Chamber and be responsible for its personnel and for its administrative condition. The Executive Director is responsible for recording and organizing the minutes of the meetings of the Executive Committee and Board of Directors. He/she shall submit an administrative summary statement and written report of the year’s work, at the close of each calendar year. He/she shall perform such duties, as may be incidental to his/her office, subject to the direction of the Board. At the termination of his/her employment, he/she shall deliver to the Board all books, papers, and property of the Chamber. The Executive Director may also serve as an ex-officio Member, without vote, on all committees of the Chamber, including the Board of Directors and the Executive Committee. The Executive Director is required to have a seat on the Executive Committee, Finance Committee and the Public and Government Relations Committee.

Section 8: Duties of the Committee Chairs.

The Committee Chairs shall serve as leadership for the committees. The President shall assign Chairs to their committees and be approved by the Board. Chairs must provide to the Board: minutes of their meetings, description of votes taken and summation of recommendations requested by the Board or provide unsolicited recommendations as determined by the Committee. Committees should meet with quorum at least three times a year, unless given other requirements by the Board or bylaws.

Article 9: Committees

Section 1: Authorization and Appointment.

Subject to majority-vote confirmation by the Board, the President shall establish all committee Chairs.

Committee Chair appointments shall be for a period not to exceed the term of the appointing Board President, and/or the remaining term of the Member on the Board chairing a committee.

Section 2: Committee Presidents.

The Chair of each committee shall select a minimum of three (3) and maximum of (5) committee members from the Board and general Membership, to participate in the ongoing role and function of their respective assignment. These requirements can be waived or amended by majority-vote of the Board, for a temporary period to last no longer than one-hundred-twenty (120) days.  These appointments are subject to majority-vote confirmation by the Board. Replacements for resignation or terminations will be subject to Board confirmation, as well, within 30 days of such action.

Section 3: Authority of Committees.

It shall be the function of the committees to conduct activities, as may be delegated to them by the Board. They may originate and report to the Board such views, as they may deem proper for its consideration. They shall report to the Board in person or in writing at each Board meeting.

A. Limitations. No committee or any Member thereof shall contract any debt on behalf of this

    Chamber without express authorization of the Board, except as otherwise expressly provided in these Bylaws.
    B. News Releases. No committee shall take or make public any form or action or make public any resolution or in any way commit the Chamber on a question of policy, or on matters of general public interest, without having first received approval of the Board. The only exception to this is the Public and Government relations Committee, which will be following policy guidelines for such activity under the direction of the Executive Committee and the Board.

Section 4: Quorum for Committees.

At committee meetings, where committee Members have been notified of the meeting at least thirty (30) days in advance via electronic or traditional mail, those Members in attendance shall constitute a quorum, if the Chair is present.
South Hadley and Granby Chamber of Commerce By-Laws

Section 5: Standing Committees.

The Standing Committees shall be as follows:

  1. Executive Committee.
    1. The Executive Committee shall consist of the President of the Board, the 1st Vice-President, 2nd Vice-President, Treasurer, the immediate Past President, and two at-large Directors chosen by the President of the Board. The Executive Director, who shall be a non-voting, ex-officio Member, is included on this committee. The Executive Committee shall act for the Board, during the interim between meetings of the Board and shall make policy decisions only when emergencies are deemed to exist by the President. All business transacted by the Executive Committee shall be reported by the President, at the first meeting of the Board, following the action. The Executive Committee may study policy problems, find facts and make other investigations deemed appropriate by the President, in order to facilitate the meetings of the Board. The Executive Committee shall perform such other duties and have such powers as may be delegated to it by the Board.
    2. Financial Issues: The Executive Committee is responsible for reviewing financial affairs of the Chamber and will recommend policy for adoption by the Board. They will explore and suggest ways and means of conserving and increasing the Membership and revenues of the Chamber. The committee shall have the books, and accounts of the Chamber examined at the end of the fiscal year, and report its findings to the Board.
    3. Personnel Issues: The Executive Committee shall be responsible for policy recommendations to the Board regarding salaries, benefits, insurance and other matters relating to employees of the Chamber.

B.    Finance Committee

    The Executive Committee shall appoint a Finance committee Chaired by the Board Treasurer and composed of the President and 1st Vice-President, other Board Members and or other Chamber Members, as deemed appropriate, by the Board President, not to exceed six (6) total members.
    The Finance Committee shall report its findings and the state of the Chambers financial condition to the Executive Committee at its scheduled calendar meetings or special meetings called for by the Executive Committee. The Finance Committee shall make recommendations to the Board at its scheduled calendar meetings, as well as any special meetings called for by the Board.

C.  Program Committee

    The President of the Board is the Chair of Program Committee. The 1st Vice-President is a member of this committee. This committee’s role is to plan, develop, and organize events which will further the Chamber’s mission. These events include, but not limited to: educational seminars, celebrations, social gatherings, sponsorship, charitable events and the like. The Program Committee is to solicit from Board members, standing committees and the general membership, the type of events most suitable for furthering the Chamber’s mission and success. This committee coordinates the event calendar schedule for all committees operating under the auspices of the Board so as to minimize scheduling conflicts. Proposed events for the next calendar year should be submitted to the Executive Committee by September 1st for approval prior to October 15th. The Program Committee shall report to the Executive Committee at its scheduled calendar meetings or special meetings called for by the Executive Committee. The Program Committee shall make recommendations to the Board at its scheduled calendar meetings, as well as any special meetings called for by the Board.

D.   Membership Committee

    The 2nd Vice-President shall be the Chair of this committee. The role of this committee will be to develop and implement plans to recruit new Members to the Chamber, create and monitor feedback from current Members, and to oversee the collection of dues. Along with the Executive

South Hadley and Granby Chamber of Commerce By-Laws

    Director, this committee is the Chamber’s outreach to the business community. It is their responsibility to communicate and coordinate with other relevant committees to enhance Members’ experience with the Chamber and to bring to the Executive Committee and the Board issues they deem as vital to fulfilling the Chamber’s mission for Members. The Membership Committee shall report to the Executive Committee at its scheduled calendar meetings or special meetings called for by the Executive Committee. The Membership Committee shall make recommendations to the Board at its scheduled calendar meetings, as well as any special meetings called for by the Board.

E.   Membership Resources Committee

    This Committee is responsible for keeping the Executive Committee and Board up to date on resources that the Chamber is providing or can provide to its Members. This Committee will oversee resource programs that are established by the Executive Committee or Board and recommend changes in operation, policy or cost. Such programs would be, though not limited to: educational events, Membership handbooks, Chamber website or internet communications, group discounts for purchase of products, advertising opportunities, media opportunities, and the like. The Membership Resources Committee shall report to the Executive Committee at its scheduled calendar meetings or special meetings called for by the Executive Committee. The Membership Committee shall make recommendations to the Board at its scheduled calendar meetings, as well as any special meetings called for by the Board.

F.   Government Relations Committee

    This Committee is responsible for overseeing our contact and relationship to local, state and federal officials. They will coordinate press releases, announcements in business journals, and other forms of media communications. The Committee will coordinate with other appropriate Committees and the Board. The Public and Government Relations Committee shall report to the Executive Committee at its scheduled calendar meetings or special meetings called for, by the
    Executive Committee. The Public and Government Relations Committee shall report to the Board at its scheduled calendar meetings, as well as any special meetings called for by the Board.

G.  Community Betterment Committee

    This Committee is responsible for overseeing and organizing all of the charitable endeavors of the Chamber. This would include, though not limited to: scholarships, specialty fund-raising for specific non-profit causes, mentoring programs, volunteer work, and the like. Policies on all of the above are established by recommendation from the Committee to the Executive Committee and approved by the Board. It is required that the Treasurer has a seat on this Committee. The Charitable Giving Committee shall report to the Executive Committee at its scheduled calendar meetings or special meetings called for by the Executive Committee. The Community Betterment Committee shall make recommendations to the Board at its scheduled calendar meetings, as well as any special meetings called for by the Board.

H.   Governance

    This Committee is responsible for monitoring the ongoing application of these bylaws and to report to the Executive Committee and Board any changes in local, state or federal law which would jeopardize the Chamber’s status as a tax-exempt 501(c)6 approved organization. This Committee is to advise and guide all Chamber Committees, the Executive Committee, and the Board as to the practical application of these bylaws or any amendments to them, to insure we are compliant with all applications and to make recommendations as to such. The Governance Committee shall report to the Executive Committee at its scheduled calendar meetings or special meetings called for by the Executive Committee. The Governance Committee shall make recommendations to the Board at its scheduled calendar meetings, as well as any special meetings called for by the Board.

South Hadley and Granby Chamber of Commerce By-Laws

Section 6: Special Committees.

The Board may appoint, from time to time, such special committees, as the Board deems necessary and appropriate. Such special committees shall be disbanded by the President when the work or project has been completed, and reports of such committees accepted, or when the Board decides it is appropriate to discontinue the activity in which the committee is engaged.

Section 7: Committee Membership.

Committee Membership shall be open to all active Members, in good standing, and shall be predicated on Membership in the Chamber. On occasion the Board may authorize a person who is not a Member of the Chamber to serve on a Chamber committee.

Article 10: Individuals Representing the Chamber

Any person, or persons, specifically appointed to act as an official representative of the Chamber, at a convention, hearing or public meeting of any kind, shall do so only after receiving specific instructions from the Board or the Board President. This appointment will be given with limited and defined authority for such representatives, on behalf of the Chamber. Upon completion of any such representation, the representative or representatives shall make a full and complete report to Board before their discharge.

Article 11: Finances

Section 1: Funds.

No disbursement of Chamber funds shall be made unless the same shall have been approved, authorized and ordered by the Board. Approval of the budget grants authority to the President to disburse budgeted funds. All disbursements, except those from the petty cash account, shall be made by check. The Board shall set a dollar amount for disbursements that require two signatures of authorized signers. Any authorized disbursement below that threshold requires only one signature. The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the Members of the Chamber.

Section 2: Budget Adjustments, and Revisions.

The Board may adjust or revise the annual budget, to conform to changing conditions, throughout the year. The Executive Committee may take action pursuant to ongoing contracts or payments as may be needed to protect the financial interests of the Chamber. Such actions must be reported to the Board within fifteen (15) days of said action, via electronic mail, written correspondence, phone conference, or any official meeting of the Board.

Section 3: Annual Audit

A public accountant shall review Chamber accounts annually. The review is to be completed by July 30th of the year following the last fiscal year and is to be conducted by a Certified Public Accountant. The most recent audit shall at all times be available to Members of the organization within the offices of the chamber and available online. Past years will be filed at the office of the Chamber and an electronic version also maintained. These will be available at all times for Members review.

Article 12: Fiscal Year/Operating Year

The fiscal year of the Chamber shall be from January 1st through December 31st. The operating and budget year of the Chamber shall be from January 1st through December 31st.

Article 13: Referenda

Upon the request in writing, of five percent of the Members in good standing of the Chamber, the Board shall, or upon its own initiative may, submit any question, issue or election to the Members for a mail referendum vote. The ballot, for such a vote, is to be accompanied by briefs stating all sides of the question. When stated in the request, action taken by the Membership shall be final.

South Hadley and Granby Chamber of Commerce By-Laws

Article 14: Parliamentary Procedure

All meetings of the Membership, the Board and committees shall be conducted, and all questions of parliamentary procedure shall be settled according to the current version of Robert’s Rules of Order, whenever such Rules of Order are not inconsistent with the these Bylaws.

Article 15: Amendments

The Bylaws may be altered, amended or repealed by the affirmative vote of majority of the Directors of the Board, at any regular or special meeting, provided the proposed action be presented, in writing or electronic correspondence, preceding such a vote. The amended Bylaws shall be sent to each Director of the Board at least fifteen (15) days prior to such vote. Board action to amend bylaws must be ratified by the Chamber Membership; by two-thirds of the Members present at a regular Membership meeting or at any other meeting of the Members called for that purpose by the Directors or through correspondence ballots via electronic mail or traditional.

Article 16: Indemnification

To the full extent permitted by the Washington Nonprofit Corporation Act, the Chamber shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the Chamber or otherwise) by reason of the fact that he/she is or was a Director, Officer, Committee Chair or employee of the Chamber, or is or was serving at the request of the Chamber, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually or reasonably incurred by him/her, in connection with such action, suit or proceeding. The Board may, at any time, approve indemnification of any other person, which the Chamber has power to indemnify, under the Washington Nonprofit Corporation Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled, as a matter of law or by contract. The Chamber shall secure and keep in good standing an Officers and Directors Liability and Employment Practices Insurance policy with a limit of liability of not less than one million dollars ($1,000,000).

Article 17: Dissolution

The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the Members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in IRS Section 501(c)(3).