Meeting Minutes - March 22, 2016
By-Laws of Roundup Chamber of Commerce
A Not-for-Profit Corporation
Article I - Organization
The name of the organization shall be Roundup Chamber of Commerce.
The organziation may at its pleasure by a vote of the membership body change its name.
Article II - Purposes
The following are the purposes for which this organziation has been organized:
For the betterment of the Musselshell Valley.
Article III - Membership
Membership in this organziation shall be open too all who pay their membership due and believe in the mission of the organization.
Article IV - Meetings
The annual membership meeting of this organization shall be held in January of each year on the date set by the membership at the December regular meeting but it shall not be more than four weeks from the date fixed by these By-Laws.
Regular meetings of this organization shall be held at the location and date that is reflected in the previous months minutes.
The presence of not less than 5 of the members shall constitute a quorum and shall be necessary to conduct business of this organization; but a lesser number may adjourn the meeting for a period of not mroe than 4 weeks from the date scheduled by these By-Laws. A quorum as herein before set forth shall be required at any adjourned meeting.
Member meetings by Conference Telephone or email – If the Corporation has fifty or fewer Members and the Board of Directors so authorizes, Members of the Corporation may participate in all annual and special Member meetings by means of a conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting receive proper notice of the telephone meeting, and provided all persons participating in the meeting can hear each other at the same time. If a meeting is to be conducted using means of a conference telephone or similar communications, then the Secretary shall so state in the notice sent to the Members. A Member participating in a conference telephone meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting business at any meeting by phone.
Special meetings of this organization may be called by the chairman when he deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members at their email addresses as they appear in the membership roll book at least five (5) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of any member shall cause a special meeting to be called, but such request must be made in writing at least ten (10) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Article V - Voting
At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “inspectors of election” and who shall, at the conclusion of such balloting, certify
in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No “inspector of election” shall be a candidate for office or shall be personally interested in the question voted upon.
Article VI - Order of Business
1. Approval of Agenda.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
Article VII - Board of Directors
The business of this organization shall be managed by a Board of Directors consisting of 2 – 3 members, together with the officers of this organization. At least one of the directors elected shall be a resident of the State of Montana and a citizen of the United States. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of 2 years. (Year 1 Chairman will be for 1 year)
The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. Seventy-Five (75) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the 2nd Tuesday of the month.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the members at large, for the balance of the year.
The Chairman of the organization by virtue of his office shall be Chairman of the Board of Directors.
A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.
Article VIII - Officers
The initial officers of the organization shall be as follows:
Chairman (1 year); Vice Chair (2 years); Secretary/Treasurer (1 year); thereafter they will all be for 2 year terms.
Officers and Directors may be removed from their position if they miss three (3) consecutive meetings, with a majority vote of the Board of Directors.
The Chairman shall preside at all membership meetings. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees, temporary or permanent. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the
organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice Chair shall in the event of the absence or inability of the Chairman to exercise his office become acting Chairman of the organization with all the rights, privileges and powers as if he had been duly elected Chairman.
The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records of this organization. He may be one of the officers required to sign the checks and drafts of the organization. He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
The Treasurer shall have the custody and care of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the
office of Treasurer.
Officers shall by virtue of their office be members of the Board of Directors. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation for the organization for duties other than as a director or officer.
Article IX - Salaries
The Board of directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
Article X - Committees
All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors. The permanent committees shall be: Audit committee; an audit of all books will be done annually by a special committee of the membership appointed by the Chairman.
Article XI - Dues
The dues of this organization shall be set by vote at each Annual Meeting and shall be payable at the Annual Meeting.
Article XII - Indemnification of Directors
This Article is subject to the processes provided for in the Montana Business Corporation Act, the Montana nonprofit Corporation Act and the Montana Code Annotated.
The Corporation shall indemnify a Director against liability incurred in the course of that Director’s duties if such indemnification is (i) determined permissible; (ii) authorized and defined in the By-Laws; (iii) not otherwise limited by the By-Laws. Indemnification is limited to the reasonable expenses incurred in connection with a proceeding.
Article XIII - Amendments
The By-laws of this Corporation may be amended and repealed only by a majority vote of members who attend a properly called meeting, to which the Secretary has served written notice to a Members twenty days before the meeting.
These By-Laws were approved by the current membership on October 6, 2015.