BYLAWS

SPRINGVILLE-MAPLETON CHAMBER OF COMMERCE

ARTICLE 1 - GENERAL

1.          NAME – The name of this organization shall be the Springville-Mapleton Chamber of Commerce. The organization shall hereinafter be referred to as “the Chamber,” or “the Chamber of Commerce”.

2.          PRINCIPAL OFFICE – The principal office for the transaction of the activities, affairs, and business of the Chamber (principal office) is located at 110 S. Main Street, Springville, Utah. The Board of Directors may change the location of the principal office.

3.          PURPOSE – The purpose of the Chamber of Commerce is to create opportunities for member businesses and their owner to network, gain education and receive recognition for their successes.

4. MISSION – The mission of the Chamber of Commerce is to create an environment where businesses can prosper.

5. VISION – The vision of the Chamber is that by creating an environment where businesses can prosper, we can strengthen business and community. Strengthening our local business environment is our goal as we work together to build a stronger community.

6.          LIMITATION – 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 2 - MEMBERSHIP

1.          ELIGIBILITY – Any person, association, corporation, partnership, or sole proprietorship having an interest in the objectives of the Chamber shall be eligible to apply for membership.

2.          MEMBERSHIP – Any applicant shall become a member upon payment of the appropriate membership investment and ratification by the Board of Directors.  This membership will be for one year.  Membership in the Chamber of Commerce shall terminate upon death or the dissolution of the firm, corporation, or other organization and may, at the option of the member, terminate upon removal of Springville City or Mapleton City.

3.          RESIGNATION – Any member in good standing may withdraw from the Chamber. No prorated refund of dues shall be made.

4.          DUES AND FEES – Membership dues and fees shall be as established by the Board of Directors. The Board has the right to alter the fees and dues structure for membership to the Chamber as necessary.

Any member who fails to pay their dues within sixty-days (60) after the due date shall receive a notice of delinquency. Any member who fails to pay their dues within ninety-days (90) after the due date shall receive a final notice and be terminated unless an extension is granted. Members must satisfy all outstanding financial obligations owed to the Chamber before participation in future programs is approved.

5.          TERMINATION AND SUSPENSION OF MEMBERSHIP - Any member may resign from the Chamber upon submitting a written request to any member of the Executive Committee.  Membership in the Chamber may be terminated for non-payment of dues, for conduct unbecoming a member, or by a majority vote of the Board of Directors at any regular or special meeting. 

6.          HONORARY MEMBERSHIP – By a majority vote of the board of directors any person, association, corporation, partnership, or sole proprietorship can become an Honorary Member of the Chamber.  Honorary members shall have all the privileges of members except the right to vote and shall be exempt from payment of dues.  The board of directors shall confer or revoke honorary membership by a majority vote.

ARTICLE 3 – BOARD OF DIRECTORS

1.          COMPOSITION OF THE BOARD & TERMS – The governance of the Chamber shall be vested in the Board of Directors which shall have control of its property and the direction of its affairs.

The Board of Directors shall be composed of no more than seventeen (17) elected directors, one (1) permanent non-elected/voting director, and three (3) ex-officio/voting directors. One third (1/3) of the voting Board of Directors, shall be elected annually on a two (2) year rotation or until their successors have been elected and have qualified.

No elected director may serve more than six consecutive years on the Board of Directors.

Members elected as Directors may serve a two (2) year term with the option to be elected two (2) additional terms. Upon completion of three (3) consecutive elected terms or six (6) years, Directors may not be eligible for re-election until one (1) year has elapsed.  The Board of Directors reserve the right to alter a Directors term limit upon proposal and with a majority approval from the Board of Directors.

2.          POWERS OF THE BOARD – The Board of Directors shall have the power to:

(A) Select and remove the President/CEO, prescribe any powers and duties for the staff of the Corporation that are consistent with the law, and these Bylaws, and fix compensation for the President/CEO.

(B) Levy annual dues. Change the amount of such dues as necessary by a vote of the Board and provide for collection of any such dues.

(C) Sue and to hold, sell or lease real estate and personal property, and borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, and other evidences of debts and securities signed by two or more officials duly authorized by the Board of Directors for the purpose, and may enter into contracts of any kind furthering the purposes of the Chamber.

(D) Adopt, amend, or repeal bylaws of the corporation. The Board shall adopt such rules and regulations as may be required to conduct the affairs of the organization.

3.          ELECTION OF THE BOARD OF DIRECTORS – At the regular December board meeting, the Executive Committee (as set for in Article 4 of this document) shall present a slate of candidates to replace the Board Members whose regular terms are expiring. The Executive Committee shall meet as often as needed and make regular reports to the Board of Directors about their progress in recruiting suitable candidates. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship.

Nominees will be presented to the Board at its December meeting. Directors can be elected by a majority vote of the Board. Board terms begin on January 1. Retiring Directors shall continue to serve until December 31.

4.          MONTHLY AND SPECIAL MEETINGS – The Board of Directors shall hold regular monthly meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the President/CEO or in their absence, the Chair of the Board of Directors.

5.          RESIGNATION OF BOARD MEMBER – Any Board Member may resign effective immediately or at a later time as specified.

6.          REMOVAL – Each member of the Board will be held to the terms and agreement made upon applying for the board position and serve the Chamber to the best of their ability. Any member of the Board of Directors may be expelled based on the good faith determination by the Board. Action can be taken upon a majority vote of the Board of Directors.

If any member of the Board should miss more than three (3) regular meetings during a twelve-month period, Executive Committee, general meeting and/or events, that member shall be considered to have relinquished the right to continue to hold a seat on the Board of Directors and may be replaced at the discretion of the Executive Committee.

7.          VACANCIES – A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors, without prior notice, can automatically be dropped from membership on the board unless confined by illness or other absence approved by a majority vote of those board members voting at any meeting thereof.  Vacancies on the Board of Directors will be filled by the Executive Committee making an appointment and then be ratified by a majority of the Board of Directors.

8.          QUORUM – At any meeting of the Board, a majority of the Directors in office shall constitute a quorum for the transaction of business.

9.          FEES & COMPENSATION – All Board members shall serve without compensation for their services.

ARTICLE 4 – OFFICERS

1. OFFICERS – The officers of the Chamber shall include Chair, Chair Elect, Immediate Past Chair, President/CEO, Treasurer, or such other officer as may be elected in accordance with the provisions of this Article.

2.          ELECTION OF OFFICERS – The Executive Committee shall create a slate of nominees for the offices of Chair, Chair Elect, and Treasurer. This slate shall be presented to the Board of Directors in November. Officers will be elected by the end of the current year. Nominees shall be members of the Board of Directors for the fiscal year in which they will serve. In addition to the nominees presented by the Board nominees will be accepted from the floor. In the event of a contested election, the Directors present will vote by secret ballot. Officers shall take office on the first day of January and serve for two years (2) until the last day of December of the 2^nd year.

2.          ELIGIBILITY – All officers shall be appointed from the membership of the Board of Directors.

3.          MANAGEMENT – The Executive Committee shall employ a President/CEO and shall fix the salary and other compensations of employment. The Executive Committee shall define the duties and responsibilities of the President/CEO.

4.          DUTIES OF OFFICERS

(A) Chair shall serve as the Chief Elected Officer of the Chamber with full voting power of the Board, Executive Committee and all committees of the Board and advisory committees.

Chair shall serve as an advisor to the Board and officers of the Chamber and preside at all meetings of the Executive Committee, Board of Directors and all General Membership meetings and shall perform all duties incident to the office of Chair of the Board and such other duties as may be assigned to by the Board of Directors.

The Chair shall have general supervision of the business and affairs of the Chamber and shall perform such other duties that ordinarily pertain to the office of Chair and serve as spokesperson for the Chamber in communications with the public except for specific areas assigned to others.

The Chair shall, with the advice and counsel of the Executive Committee and the President/CEO, determine all committees, select all committee leaders, and assist in the selection of committee personnel, subject to the approval of the Board of Directors. All committees, committee leaders and committee personnel shall be elected in accordance with the guidelines established in the Chamber’s annual and long-term marketing plans. The Chair may appoint members of the Board of Directors to any division.

The Chair may execute documents on behalf of the Chamber with the co-signature of the President/CEO.

Prerequisite for becoming Chair is to have served on the Board of Directors for at least one (1) full year or have served previously on the board and left in good standing.

(B) Treasurer serves as Chair of the Finance Committee and shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invest in a manner approved by the Board of Directors. Checks are to be signed by the Treasurer and the President/CEO or Chair. The Treasurer shall cause a monthly financial report to be made to the Board.

The Treasurer is nominated from those who have served at least one (1) year on the current Board of Directors, or previous years and shall be a full voting member of the Executive Committee and Board of Directors. 

(C) Past Chair shall serve as a full voting member of the Executive Committee and Board of Directors regardless of whether their term as director has expired.  The Past Chair acts as the presiding officer of the Chamber in the absence of the Chair and Chair Elect.

(D)  Chair Elect shall serve as a full voting member of the Executive Committee and Board of Directors. The Vice Chair shall attend all meetings of the Board of Directors and Executive Committee and perform all duties as assigned by the Executive Committee and/or Board of Directors.

(E)  President and CEO, also referred to President/CEO, shall be hired by majority vote of the Executive Committee and shall have general and active management of the programs of the Chamber, among other duties as prescribed by the Board.

President/CEO shall be the Chief Administrative and Executive Officer of the Chamber of Commerce. The President/CEO shall serve as Administrative Officer to the Board of Directors, and cause to be prepared notices, agendas, and minutes of meetings of the Board.

The President/CEO shall be a full voting member of the Executive Committee and all other committees of the Chamber and be present, unless excused by the Chair, at all meetings of the Board of Directors, Executive Committee and General Member meetings.

They shall serve as custodian of the records and valuable papers of the Chamber and serve as registered agent for the Chamber at its place of business.

With the assistance of the Executive Committee, the President/CEO shall be responsible for administration of all programs in accordance with the policies and regulations of the Board of Directors and shall assign committee or divisional responsibilities to member of the Board, Executive Committee, and the membership at large. With the guidance and approval of the Executive Committee, and cooperation of the Treasurer, the President/CEO shall be responsible for the preparation of an operating budget covering all activities of the Chamber subject to the approval of the Executive Committee or Board of Directors. The President/CEO shall insure all expenditures within approved budget allocations.

The President/CEO shall serve as advisor to the Chair on program planning and shall assemble information and data and cause to be prepared special reports indicated by the program of the Chamber.

Subject to the powers of the Board, the President/CEO shall be responsible for hiring, discharging, directing, and supervising all employees of the Chamber.

The President/CEO may execute documents on behalf of the Chamber with the co-signature of the Chair.

5. REMOVAL – The Executive Committee or Board of Directors may remove any officer or employee in violation of rules or conduct at any time.  All persons shall be elected and employed subject the provisions hereof.

6. VACANCIES - An unexpected and immediate vacancy created in any office for any reason shall be filled by nominations by the President/CEO and Chair with the approval of the Executive Committee. Any member appointed to fill the unexpired term of an Officer shall hold the office until the expiration of the original Officer’s term. Such appointment shall not preclude said Officer from nomination at the conclusion of the expiring term.

7.          COMMITTEES AND TASK FORCES – The President/CEO, with ratification of the Board of Directors, may create committees and task forces if needed.

ARTICLE 5 - EXECUTIVE COMMITTEE

1. The Executive Committee, also known as the Executive Board, shall consist of officers of the Corporation and other Board members and shall be up to eight (8) people in number; the President/CEO, Chair, Immediate Past Chair, Vice Chair(s), and the Treasurer of the Board and shall act for and on behalf of the Board of Directors when the board is not in session but shall be accountable to the board for its actions. The President/CEO and Chair may in special circumstances appoint a Divisional Chair.

The Executive Committee (1) may have and may exercise all the authority vested in the Board of Directors as if they were regularly convened except where otherwise provided in these Bylaws and Articles of Incorporation, and (2) shall make recommendations to the Board of Directors regarding the conduct, management and control of the affairs and business of the Corporation, and (3) shall not have authority to amend these Bylaws nor dissolve the Corporation without Board of Directors approval.

2. QUORUM – A majority, or fifty percent (50%) plus one (1) of the voting members of the Executive Committee, constitutes a quorum.

3. ATTENDANCE – If any member of the Executive Committee should miss more than three (3) regular meetings of the Executive Committee during a twelve-month period, at the discretion of the Executive Committee, that member shall be considered to have relinquished the right to continue to hold a seat on the Executive Committee.

ARTICLE 6 – FINANCES

1.          FUNDS – All money paid to the Chamber shall be placed in a general operating fund. Excess funds will be placed in a reserve account, established in a financial institute of interest.

All financial receipts shall be part of the corporation. However, separate records shall be kept for administrative expenses and promotional activities. Also, where appropriate, funds earmarked for a particular purpose shall be separately accounted for.

2.          DISBURSEMENTS – Upon approval of the budget, the President/CEO is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Larger disbursements to run the Chamber shall be made by check. All checks shall require the signature of two corporate officers.

3.          FISCAL YEAR – The fiscal operation of the Chamber shall begin January 1^st and close on December 31^st.

4.          BUDGET – Prior to each fiscal year, the President/CEO and Chair shall prepare a Budget of Anticipated Revenue and Expenses with the aid of the Treasurer and Executive Committee to present to the Board of Directors. The budget for the ensuing calendar year shall be approved at the first annual board meeting of the new year.

Upon the approval of the budget, the President/CEO shall be authorized to make disbursements on accounts of expenses provided for in the budget for current expenses without approval of the Board of Directors. All disbursements shall be accounted for.

Disbursement of funds of the Chamber to cover expenses not provided for in the budget shall be made only after the same have been approved and ordered by the Board of Directors. In no case shall the appropriation of money or other property of the Chamber be made for any purpose other than expenses authorized in the budget, except by action of the Board of Directors. No division, committee, or individual member shall obligate the Chamber to pay out any funds for unbudgeted items without prior approval of the Board of Directors.

The Board of Directors shall cause the books and accounts at the close of each year’s business to be reviewed or compiled by a Certified Public Accountant or by a special task force, which shall present a Compilation Report, or audit, to the Board of Directors.

5.          REPORTING – Accounts shall be set up through a program such as QuickBooks or other selection by the Executive Committee or Board of Directors to be accessible to the Treasurer, the President/CEO, and Chair.

6. DEBTS AND OBLIGATIONS – No debt or obligation whatsoever for the payment of money or other things of value shall be created or incurred by any officer or employee or agent of the Chamber, or other person. No money shall be appropriated or paid out.

All bills payable, notes, checks, drafts, warrants, or other negotiable instruments of the corporation shall be made in the name of the corporation, and shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Executive Committee or Board of Directors.

ARTICLE 7 – AMENDMENTS

1.          PROCEDURE – These Bylaws may be amended, altered, or may be adopted by: A) two-thirds (2/3) majority vote of the Board of Directors; B) majority vote of the Executive Committee; C) majority vote of the members at any regularly scheduled or special meeting, provided the notice of the meeting includes the proposals for amendments.

Copies shall have been emailed to each member of the Chamber or posted online at least ten (10) days before the date of the meeting of the Board of Directors or General Membership at which it is to be voted upon.

2.          These Bylaws shall be effective immediately following their adoption by majority vote of the Executive Board or by a two-thirds (2/3) majority vote of the Board of Directors.

ARTICLE 8 – PARLIAMENTARY PROCEDURE

1.          PROCEDURE – The proceedings of all meetings shall be governed by and conducted according to ROBERT’S RULES OF ORDER (Robert’s Manual of Parliamentary Rules), newly revised, shall govern all proceedings of the Chamber subject to such special rules as have been or may be incorporated into the Bylaws.

ARTICLE 9 – DISSOLUTION

1.          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, 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 or qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors as defined in Section 501 (c)(6) of the Internal Revenue Code.

ARTICLE 10 – INDEMNIFICATION CLAUSE

1.          INDEMINTY INSURANCE – To the extent permitted by Utah law, the Chamber shall purchase and maintain insurance to indemnify the directors, officers, employees, and agents of the Chamber against any liability asserted against such person arising out of their status with the Chamber. The amount and scope of coverage shall be within the sole discretion of the Board of Directors.

2. DIRECTOR LIABILITY – No member, officer or director of this Chamber shall be personally liable for the Chamber’s debts or other liabilities, and the private property of such individuals shall be forever and wholly exempt from any debts or liabilities of every kind and character of this corporation.

3. VOLUNTEER LIABILITY – Persons providing services to the Chamber without compensation, whether as a director, committee member, member-at-large, or otherwise, shall be considered as a “volunteer” within the meaning of Section 78-19-1 et seg. of the Utah Code Annotated. Unless specifically notified to the contrary by a written resolution of the Board of Directors, all Chamber volunteers are deemed to know and understand that the Chamber does maintain liability insurance or other financially secure source of recovery sufficient to invoke the protections of Section 78-19-1, et seg. of the Utah Code Annotated.

ARTICLE 11 – WAIVER OF NOTICE/ NOTICE OF DELIVERY

1. WAIVER – Whenever any notice is required to be given to any member or Director of the Corporation under the provisions of the Utah Non-Profit Corporation and Cooperative Association Act, a waiver thereof is writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

2. NOTICE OF DELIVERY – Whenever notice is given by mail, an additional three (3) days shall be added to the time set forth for such notice to allow for delivery.

Materials shall be considered delivered, if mailed, when deposited in the United States mail addressed to the member at the address the appears on the records of the corporation, with postage thereon prepaid, or if emailed, when the email correspondence is addressed to the members at the email address as it appears on the records of the corporation and sent.

The undersigned, Executive Committee of the Springville-Mapleton Chamber of Commerce, hereby certify that the foregoing Bylaws are the true and correct, duly adopted Bylaws of the Corporation and that such Bylaws were last adopted on __________ and that such Bylaws include all amendments, if any, to the date of this certificate.

These By-Laws were adopted at the Board of Directors meeting on: _____________.

These Bylaws were ratified on _________________________.

Melanie Bott, President and CEO

Jessica Devenish, Chair

, Chair Elect

Luis Muzquiz, Past Chair

Patrick Monney, Vice Chair

Jason Packard, Judiciary Chair

Erik Busath, Treasurer

Board Revisions: 2019; November 2021