ARTICLE 1. GENERAL

Section 1. Name

This organization is incorporated under the laws of the State of Idaho and shall be known as the Island Park Area Chamber of Commerce herein known as, The Chamber.

Section 2. Purpose & Mission

The Chamber is organized to advance the general welfare and prosperity of the Island Park area to that its citizens and all areas of its business community shall prosper.  The Chamber shall make available promotional material that becomes available or provide promotional opportunities to its members in order to enhance advancement opportunities to all Chamber businesses.  Particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial and educational interests of the area. 

Mission Statement

The mission of the Island Park Area Chamber of Commerce is to sustain our members and our community and to empower them to succeed and grow.

Section 3 Area

The Island Park area or economic region includes any surrounding areas that are interested in the purpose of The Chamber.

Section 4 Limitation of methods

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, business, organization* or corporation having an interest in the objectives of the organization shall be eligible to apply for membership.

 

Section 2. Membership

Any reputable business, individual or organization entity who wishes to participate in the purpose and activities of The Chamber may do so.  Any applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of ARTICLE II.

Section 3. Dues/Membership

Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by The Board, payable annually, in advance.

Section 4. Termination

  1. Any member may resign from The Chamber upon written request to The Board.
  2. A member will not be removed from the Member list and Web-site until (60) days after the membership expiration date.  This (60) day grace period will give the renewing member time to get his/her dues paid.  If dues are not paid, any member shall be expelled by The Board by a (2/3) two-thirds vote for non-payment of dues after (60) sixty days from the date due, unless otherwise extended for good cause.  List will be reviewed in January and non-paid business members will be removed and notified.
  3. Any member may be expelled by a (2/3) two-thirds vote of The Board at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to aims or repute of The Chamber, after notice and opportunity for a hearing are afforded to the member complained against.  This procedure is to address all complaints by written acknowledgement to the person(s) filing the complaint in a timely manner.  A copy of the complaint will be forwarded to The Board, the Business involved, and also the person(s) filing the complaint.

Section 5. Voting

In any proceeding in which voting by members is called for, each nonprofit, individual/couple or realtor under a paid broker shall be entitled to (1) one vote, and each business membership shall be entitled to (2) to votes, additional businesses joining under the base business will be entitled to (1) vote.

Section 6. Orientation

Each new Member will receive the current Island Park Area Chamber of Commerce, By-Laws if requested and informed that they can review or print the current By-Laws from the Chamber website.  Each new member will be offered the opportunity to introduce themselves and/or his business and present a short summary of their business.

 

Section 7.  Honorary Membership

Distinction in public affairs shall confer eligibility to honorary membership.  Information regarding individual(s) or business to receive an honorary membership will be published on the web-site.  Individual notification to members will not be made unless The Board directs otherwise.  Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from payment of dues.  The Board shall confer or revoke honorary membership by a majority vote.

Section 8.  In-Kind Membership

Annually, the board may, by means of a majority vote, offer In-kind memberships. These will be given to those who have given goods, services or hours to help the chamber by serving on the board, on a committee or otherwise contribute to the chamber.  In-kind memberships are reviewed annually and are not meant to be “life time” memberships.  In-kind members shall have all the privileges of members including voting rights.

 

ARTICLE III. MEETINGS

Section 1. Annual Meeting

The annual meeting of The Chamber, in compliance with state law, shall be held during the 3rd quarter of each year. The time and place shall be fixed by The Board and notice thereof given to each member at least (20) twenty days before said meeting.

Section 2. Additional Meetings

General Membership Meetings, The Board Meeting, and Committee Meetings make up the additional meetings.  General meetings of The Chamber may be called by the President at any time, or upon petition in writing of any (25%) twenty-five percent of the members in good standing.

  1. Notice of special meetings shall be given to each member at least (5) five days prior to such meeting, or e-mail within (72) seventy-two hours of said meeting.
  2. The Board meetings may be called by the President or by The Board upon petition in writing of (3) three members* of The Board.  Notice (including the purpose of the meeting) shall be given to each director at least (1) one day prior to the meeting.
  3. Committee meetings may be called at any time by the President or by the committee leader.

 

Section 3. Quorums

At any duly called general meeting of The Chamber, the majority of the members present shall constitute a quorum; a majority of The Directors present shall constitute a quorum of The Board.

Section 4. Notices, Agenda, Minutes

Notice of all general Chamber meetings will be given to the membership at least (10) ten days in advance of said meeting if regular day/date changes, unless otherwise stated.  Communication with the membership will be made through the local newspaper, direct mail, e-mail or by telephone.  An advance agenda and minutes of the meeting must be prepared for all the meetings.  Copies of the minutes will be made available to any active* member of The Chamber upon request. 

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Composition of the Board

*The Board shall be composed of not less than (7) seven members, one third (1/3) of whom shall be elected annually and serve for (2) two years or until their successors are elected and have been briefed and understand their duties.  The government and policy-making responsibilities of The Chamber shall be vested in the Board, which shall control its property, be responsible for its finances, and direct its affairs.

Section 2. Selection and Election of Directors

The Board officers start duties within 30 days after appointed

President appoints Nominating committee in the summer (generally May/June) with The Board approval at regularly scheduled Board meeting (ARTICLE IV, Section 2a)

  1. Nominating Committee.  At the regular May Board meeting, the President shall appoint, subject to the approval by the Board, a nominating committee of (3) three members of The Chamber.  The President shall designate the head of the committee.  Prior to July, the nominating committee shall present to The Board, a slate of candidates to serve (2) two-year terms, to replace the directors whose regular terms are expiring.  Each candidate must be an active member in good standing and must have agreed to accept the responsibility of the directorship.  In the event that the nominating committee, with the help of all board members, is not able to fill the ballot 3 weeks prior to the annual meeting, a special meeting will be called to determine how to proceed.

 

  1. Publicity of Nominations.  The Nominating Chair will present to the board, a list of potential candidates along with a copy of the candidates resume or short biography. Once the board has vetted the potential candidates, the Board will notify the membership by local newspaper, direct mail, e-mail or by telephone, the names of the persons nominated as candidates for directors.
  2. Nominations from the Floor.  Additional names of candidates for directors may be nominated from the floor at the annual meeting.  Individuals who wish to be nominated from the floor should prepare a short resume or biography outlining their qualifications to present to the members.
  3. Determinations.  Prior to the annual meeting, the names of the candidates for directors will be announced and nominations from the floor will be accepted.  Once completed, nominations shall be closed, and the members present will vote on the candidates to fill the number of vacancies available on the board.  Instructions will be to vote for (1) one candidate per vacant seat.  Ballots will be made available to all active members at the meeting.  In the event a member requests an absentee ballot, that ballot must be returned to the Chamber Office one day prior to the scheduled meeting.  Following the election, The Board shall review the election results and declare the candidates with the greatest number of votes elected.

The nominating committee shall present the slate of candidates to the Directors.  (ARTICLE IV, Section 2a).  Notice of the current slate of candidates will be made available to all current chamber members as outlined above.  Nominations for Directors will also be accepted from the floor at the regular scheduled meeting.

In the event a Chamber member is unable to attend the annual stated meeting, the individual or business may request a copy of the ballot and may vote absentee.  All sent to the Chamber mail or e-mail by the close of business one day prior to the annual meeting. The new Board officially takes office and committees and other action groups commence assigned responsibilities within the 4th quarter.

 

 

 

Section 3. Seating of new Directors.

All newly elected Board members shall be seated at the regular board meeting following the elections and shall be participating members thereafter, but will officially assume responsibilities at first meeting following elections.  Retiring Directors shall continue to serve as needed or until December 31st, whichever comes first.

Section 4. Vacancies

A member of the Board who shall be absent from (3) three consecutive regular meetings of The Board shall automatically be dropped from membership on The Board, unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.  Vacancies on The Board, or among officers, may be filled by The Board by a majority vote.

Section 5. Policy

The Board is responsible for establishing procedure and formulating policy of the organization.  They are also responsible for adopting all polices of the organization.  These polices shall be maintained in The Chamber By-Laws and to be reviewed annually and revised as deemed necessary by the board.

Section 6. Management

The Board may employ an Executive Director and may fix the salary and other considerations of employment.  If the Executive Director position is vacant, The Board shall be responsible for The Chamber operations.  If an Executive Director is employed, this individual shall serve as an advisor to the President. 

Section 7. Indemnification

The Chamber may, by resolution of The Board, provide for Indemnification by The Chamber of any and all of its Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties. Or a party, by reason of having been Directors of The Chamber, except in relation to matters as to which such Directors shall be adjudged in such action, suit or preceding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

 

ARTICLE V. OFFICERS

Section 1. Determination of Officers.

The Board (new and retiring Directors) at the regular meeting following the elections, shall be reorganized for the coming year.  At this meeting, The Board shall elect the President, Vice President, Immediate Past President, and Treasurer as is deemed necessary to conduct the activities of The Chamber.  Officers will be elected from members of The Board.  All officers shall serve for a term of (2) two years or if an officer elects to step down, he/she will remain in the position until a successor assumes the duty of the office.

Section 2. Duties of Officers & Executive Director

  1. President.  The President shall serve as the chief elected officer of the chamber and shall preside at all meetings of the membership, the Board and executive committees.  The President shall, with advice and counsel of the Vice President and the Executive Director, (if The Chamber has hired an Executive Director), and determine all committees, select all committee leaders, assist in the selection of committee personnel, subject to approval by The Board.
  2. Vice President.  The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President.  The duties of the Vice President shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the President and The Board.  The Vice President will also have under his/her jurisdiction all committees and work programs.
  3. The Immediate Past President.  The Immediate Past President will reside in this position for a (1) one year term with complete voting privileges.  After the (1) one year term, the Immediate Past President will automatically step down to a Board Member or Chamber Member, whatever their personal preference may be.  During the (1) one year term, the Immediate Past President will be a consultant concerning past and future matters pertaining to The Chamber.

Treasurer.  The Treasurer duties will include the following; safeguarding of all funds received by The Chamber and for their proper disbursement.  Such funds shall be kept on deposit in a financial institution.  Deposits in excess of the funds necessary to conduct normal Chamber business as dictated by the annual budget or as prescribed by The Board, will be invested in interest bearing Time Certificate of Deposit (CD) account or a savings account as approved by The Board. The Treasurer will also lead the budget team. Angie looking at this.

  1.  
  2. Executive Director The Executive Director (if hired) shall be a nonvoting member of The Board, the Executive Committees and all committees.  The Executive Director, with assistance of the Vice President, shall be responsible for administration of the Scope of Work in accordance with the policies and regulations of The Board. Duties may include preparing notices, agendas, and minutes for meetings of The Board and general meetings.  Also assemble information, data and prepare special reports as directed by The Chamber.
  3. Section 3. Executive Committee

The Executive Committee shall act for and on behalf of The Board when The Board is not in session, but shall be accountable to The Board for its actions.  It shall be composed of the President, Vice President, Past President, and Treasurer.  The President will serve as head of the Executive committee.

Section 4. Indemnification

Refer to ARTICLE IV, Section 7 of these By-Laws.

 

ARTICLE VI. INSURANCE

The Board will maintain adequate insurance coverage at all times. As provided in the current policy, this coverage will include liability insurance, which will cover all events sponsored by The Chamber and/or events in which The Chamber is involved or has a vested interest in a specific event.  In addition, The Chamber will carry Directors and Officers (D&O) insurance which will cover all members of The Board.  Individual polices may be issued to cover the above two categories or may be combined under one policy or company.  Proposals for coverage from individual insurance companies or agents must be reviewed annually and approved by The Board. Angie looking at this.

 

ARTICLES VII. COMMITTEES

Section 1. Appointment and Authority.

The President by and with approval of The Board, shall appoint all committees and committee leaders.  The President may appoint such ad-hoc (advisory) committees and their leaders as deemed necessary to carry out the program(s) of The Chamber.  Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless a different term is approved by The Board.  It shall be the function of committees to make investigations, conduct studies and hearing, make recommendations to The Board, and to carry on such activities as may be delegated to them by The Board.

 

Section 2. Limitation of Authority.

No Action by any member, committee, employee, director or officer shall be binding upon, or constitute an expression of the policy of The Chamber until it has been approved or ratified by The Board.  Committees shall be discharged by the President when their work has been completed and their reports accepted, or when in the opinion of The Board, it is deemed wise to discontinue the committee.

Section 3. Testimony

Once committee action has been approved by The Board, it shall be incumbent upon the committee leader or, in their absence, whom they designate as being familiar enough with the issue to give testimony to, or make presentations before civic and governmental agencies.

 

ARTICLE VIII. FINANCES

Section 1. Funds

All money paid to The Chamber shall be kept on deposit in a financial institution.  Deposits in excess of the funds necessary to conduct normal Chamber business as dictated by the annual budget or as prescribed by The Board, will be invested in an interest bearing Time Certificate of Deposit (CD) or savings account as approved by The Board.

Section 2. Disbursements

Upon approval of the budget, the Treasurer and (2) two Board Members are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of The Board.  Disbursement shall be by check with proper signatures.  Any expenditure not in the budget must be approved by The Board. Add contingency funds?? Angie looking at this.

Section 3. Fiscal Year

The fiscal year of The Chamber shall close on December 31st.

 

Section 4. Budget

By the of the 4th Quarter, The Board and Officers, shall adopt* the budget for the coming year and submit it to The Board for approval.

Section 5 Annual Financial Review

The accounts of The Chamber shall be reviewed quarterly* via an independent review by a qualified chamber member.  Angie looking at this.

The review shall at all times be available to members of the organization with the office(s) of The Chamber.

Section 6. Bonding

If needed, The Executive Director, (if hired) and such other Officers and staff, as The Board may designate, shall be bonded by a sufficient fidelity bond in the amount set by The Board and paid for by The Chamber.

 

ARTICLE IX. 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 insure, or be distributed to members of The Chamber.  On dissolution of The Chamber, any funds remaining shall be distributed to philanthropic organizations to be selected by The Board as defined in IRS Section 501.

 

 

ARTICLE X. RULES OF ORDER

Section 1. Parliamentary Authority.

The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not consistent with the Charter or By-Laws of The Chamber. 

ARTICLE XI. AMENDMENTS

Section 1. Revisions

These By-Laws may be amended or altered by a majority vote of The Board or by a majority vote of the members present at a regular scheduled meeting or special meeting called for the specific purpose of amending the By-Laws.  If a membership meeting is called in which the By-Laws are proposed to be changed or altered, notice must be given to the membership at least (10) ten days in advance of the proposed meeting date.  Any proposed amendment or alterations to the By-Laws, submitted to The Board in writing at least (30) thirty days in advance of the next scheduled meeting or special meeting, at which the amendments or alterations are to be acted upon.

Section 2. Review of By-Laws.

The President will establish a committee to review The Chamber By-Laws annually and update, if necessary, the By-Laws to insure they are kept up to date and in concert with the current economic and business atmosphere of the community, county and state.

BY-LAWS APPROVED AND REVISED

Original – January 11, 1984

Amended – April 23, 1992

Amended – February 13, 1996

Amended – October, 2007

Amended – January 1, 2010

Amended – April, 2013

Amended –March, 2014

Amended – April 2017

Amended – August 2018

Amended – November 2020

Amended –January 2021 

Amended – March 2023*

(*) indicates change or correction.