ARTICLE I
GENERAL

SECTION 1: NAME

This organization is incorporated under the laws of Oregon and shall be known as the PACIFIC CITY - NESTUCCA VALLEY CHAMBER OF COMMERCE, INC., and is hereinafter referred to as CHAMBER.

SECTION 2: PURPOSE

TIHE PACIFIC CITY - NESTUCCA VALLEY CHAMBER OF COMMERCE, INC., is an organization of business people, professional people and citizens working together to stimulate a prosperous business environment as well as civic, social, cultural and educational aspects for a more vibrant community.

SECTION 3: AREA

The CHAMBER shall mean to include all the communities of South Tillamook County, Oregon, and shall seek representation of interested communities by establishment of community committees.

SECTION 4: LIMITATIONS

The CHAMBER shall be non-partisan and non-sectarian, and shall take no part in or lend its influence of facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for office except as approved by the membership. Appearances of political aspirants or office holders as speakers in any CHAMBER program shall not carry the implication of CHAMBER endorsement of the views expressed by such individuals.

This section shall not however restrict the CHAMBER from occasionally expressing an opinion or endorsement regarding matters of a political nature with approval of the board of directors and/or the membership. The CHAMBER shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501-C (6) of the Internal Revenue Code

ARTICLE II
MEMBERSHIP

Section 1: ELIGIBILITY

Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible for membership. Additionally, any person, or entity eligible for membership may acquire more than one membership by paying the annual dues of each such membership

Section 2: DUES

Regular membership dues shall be at such rate or rates as may from time to time be approved by a majority vote of the board of directors. Thirty days written notice of the revised dues schedule shall be given to the membership. A regular member is in good standing when the regular member's or the membership organization's dues are paid to date. Dues shall be payable upon joining the Chamber and annual dues payable in January of each year or as determined by the board of directors. Members who are delinquent in the payment of dues for more than ninety days may have their membership suspended, and shall have no voting rights while delinquent. New members’ dues will be prorated.

Volunteer members shall be individuals approved by the board of directors who contribute volunteer efforts on behalf of the chamber in lieu of dues. The total annual required amount of hours shall be determined by the board of directors. Volunteer individual membership may be revoked for non-performance by the board of directors.

Section 3: VOTING

In any proceeding in which voting by members is called for, each regular and volunteer membership in good standing shall be entitled to cast one (1) vote.

Section 4: HONORARY MEMBERSHIP

Distinction in public affairs shall confer eligibility to Honorary Membership. Honorary Members shall have all the privileges of members, except for voting and shall be exempt from payment of dues. The board of directors or the membership shall confer or revoke Honorary Membership by a majority vote.

ARTICLE III
Meetings

Section 1: ANNUAL MEETINGS

The annual meeting of the membership of the CHAMBER shall be held in January at a place designated by the board of directors, at which time annual reports of officers shall be presented to the members, and the new officers and directors shall be introduced and installed.

Section 2: REGULAR MEETINGS

Meetings of the general membership of the CHAMBER shall be held at least once a month and at such other times as may be set by the board of directors. At the monthly regular business meeting of the membership a full and complete report of activities of the board shall be given to the membership present.

Section 3: SPECIAL MEETINGS

Special meetings of the membership of the CHAMBER may be held at any time upon call of the President or the Board of Directors after due notice has been given by the secretary, or upon written request of a simple majority of current members in good standing.

Section 4: QUORUMS

Twenty five percent of the members in good standing of the CHAMBER shall constitute a quorum at any general membership meeting. A majority of directors present shall constitute a quorum at a board of directors meeting but not less than four (4).

ARTICLE IV
Board of Directors

Section 1: COMPOSITION OF THE BOARD

The board of directors shall be composed of at least nine members: Immediate past President, the President, the Vice President, the Secretary, and the Treasurer, and four (4) directors at large. The incoming President shall appoint, subject to the approval of the board, two members at large to the board to serve one-year terms. The incoming Vice President shall appoint, subject to the approval of the board, two members at large to the board to serve one-year terms. The Past President shall serve as a member of the board. Community Committees shall each select a chairperson that will serve as an unrestricted full voting member of the board of directors.

Section 2: DUTIES OF THE BOARD

The Board of Directors shall be responsible for formulating and adopting all policies of the CHAMEBER regarding matters of import to the CHAMBER. The board of directors shall control the CHAMBER'S property, be responsible for the CHAMBER'S finances, and shall direct the CHAMBER'S affairs. Any vacancies on the board shall be filled by appointment for the remainder of the term of office by the majority vote of the board of directors.

SECTION 3: MEETINGS

Monthly meetings of the board of directors shall be held at such time and place as may be designated by the board of directors.

SECTION 4: MANAGEMENT

All corporate powers shall be exercised by, or under the authority of, and the affairs of the corporation managed under the direction of the board of directors. The board may appoint a CHAMBER manager who shall be responsible to the board of directors. The board shall fix the salary and other considerations of employment of the CHAMBER Manager.

ARTICLE V
Nomination and Election

Section 1: NOMINATION COMMITTEE

The President shall appoint a nominating committee which will provide a slate of candidates equal to at least one candidate for each position to be filled. The nominating committee will present the candidates during a November meeting. Further nominations may be made from the floor. Election shall be by written ballot during December.

Section 2: QUALIFICATIONS

Any member in good standing shall be eligible.

ARTICLE VI
Officers

Section 1: INSTALLATION OF OFFICERS

Officers for the coming year shall be installed at the annual meeting in January and take office February 1.

Section 2: PRESIDENT

The duties of the President shall be those usually performed by the executive officer of an organization, the President shall preside at all meetings of the membership and the board of directors.

Section 3: VICE PRESIDENT

In the absence of the President, the Vice President shall assume the duties of the president. The Vice President may also serve as a chairperson of one of the standing committees.

Section 4: SECRETARY

It shall be the duty of the Secretary to keep the records of the CHAMBER, carry on correspondence and to do all other things required of the Secretary by the President and The board of directors, with such assistance as may be provided by order of the board of directors.

Section 5: TREASURER

It shall be the duty of the Treasurer to receive all monies and funds of the CHAMBER and to disburse the same, to account for all of the transactions of the Treasurers office and make a full report of the same at each regular meeting. All checks for the disbursement of funds must be signed by the Treasurer and another officer.

Section 6: VACANCIES IN OFFICE

Any officer or member of the board of directors who is absent for three (3) consecutive meetings for reasons which the board deems insufficient, shall be deemed to have tendered his resignation and the same may be accepted by the board of directors.

Any vacancy occurring in any office or of a board member shall be filled by the board of directors until the next general election.

ARTICLE VII
Committees

Section 1: APPOINTMENT AND AUTHORITY

The President shall appoint all committees and committee chairpersons except Community Committees. The President may appoint such ad hoc committees and their chairpersons as deemed necessary to carry out the programs of the CHAMBER. Committee appointments except community committees shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless different term is approved by the Board of Directors.

Section 2: LIMITATION OF AUTHORITY

No action by any member, committee, director, or officer shall be binding upon or constitute an expression of the policy of the CHAMBER until it has been approved and ratified by the board of directors. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of a majority of the board of directors, it is deemed wise to discontinue the committee.

Section 3: STANDING COMMITTEES

The following standing committees shall be appointed at the beginning of the President's term of office:

(a) Budget and Finance Committee: Consists of the Board of Directors and is chaired by the treasurer.

(b) Community Committee's consist of four or more regular paid members in good standing from a community/area of south Tillamook County. The members of each Community Committee shall select a chairperson annually in January, or upon the formation of the committee, who will serve as their representative on the board of directors.

(c) Membership Committee: The chair will be appointed by the President and have a minimum of three members who will work continuously to increase the membership of the CHAMBER and in addition shall from time to time advise the board with respect to ways and means of enlarging and conserving the membership and revenues of the CHAMBER.

(d) Government / Community Relations Committee. This committee will review legislative and regulatory proposals of the Congress, the Federal Government, the Oregon Legislature, the state of Oregon, and the Tillamook County Commission, and make policy recommendations to the board of directors. This committee will from time to time arrange for incumbents and candidates

to visit with the CHAMBER membership. This committee will provide a forum for education and commerce to identify common issues, develop plans, and implement programs that prepare students to be Functional and effective members of our community's work force. This committee shall coordinate the various efforts and desires of the CHAMBER and its members in furthering the commercial, industrial, financial, tourist, and economic well-being of the are area.

(e) Special Events Committees: These committees shall coordinate festivals, celebrations & parades, and other similar activities.

(f) Advertising/Marketing Committee: This committee shall promote, coordinate, and implement the earned media for events, efforts, and programs of the CHAMBER.

(g) Special Committees: All other committees are to be appointed to fit the program of work as determined by the officers of the board.

ARTICLE VIII
Finances

Section 1: FUNDS

All moneys received by the CHAMBER shall be placed in a general operating fund, unless specially designated for a specific purpose and required to be kept separate. Funds not immediately required for the operation of the CHAMBER may be transferred to such reserve funds as may be approved by the Board of Directors. Funds shall be kept on deposit in financial institutions or shall be invested in a manner approved by the board of directors.

Section 2: DISBURSEMENTS

Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the board of directors. Disbursements shall be made by check with two authorized signatures required.

Section 3: FISCAL YEAR

The fiscal year of the CHAMBER shall close on December 3 1.

Section 4: BUDGET

As soon as possible after election of the new officers, the budget committee shall adopt the budget for the coming year.

Section 5: AUDIT

The accounts of the CHAMBER may be audited at the discretion of the board of directors. Accounting practices shall follow generally accepted accounting principles (GAAP) as set forth by the Financial Accounting Standards Board (FASB).

Section 6: INSURANCE

The board shall arrange sufficient directors'/officers' liability insurance of not less than one million dollars.

ARTICLE IX
Referenda

Section 1: REFERENDA

Upon request in writing of five percent or more of the members in good standing, or on a majority vote of the board, the board of directors shall submit any question to the members for a referendum vote at a membership meeting called for that purpose.

ARTICLE X
Dissolution

Section 1: PROCEDURE

The CHAMBER shall use its funds only to accomplish the objectives and purposes specified in these by-laws, and no part of said funds shall inure, or be distributed, to 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 501C (3),

ARTICLE XI
Parliamentary Authority

The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the charter or By-Laws of the CHAMBER.

ARTICLE XII
Amendments

These By-Laws may be amended or altered by a majority of the members at any regular meeting, providing the proposals for amendments are presented at the preceding regular meeting. ADOPTED:

By the membership:
By the Board of Directors

Pacific City - Nestucca Valley Chamber of Commerce
PO Box 75
Cloverdale, Oregon 97112
e-mail: manager@pcnvchamber.org

Copyright 2006-2007
Pacific City-Nestucca Valley Chamber of Commerce