BYLAWS of the MONTANA CHAMBER OF COMMERCE
Last amended October 26, 2017
ARTICLE I. Name and Location
Section 1: Name.
The name of this corporation shall be MONTANA CHAMBER OF COMMERCE.
Section 2: Offices.
The principal offices shall be located at 900 Gibbon St, Helena, Montana 59601.
ARTICLE II. Membership and Dues
Section 1: Membership.
There shall be two classes of membership.
a) Regular: Any individual, association, partnership, corporation, estate, foundation, or other entity recognized by the Board of Directors as qualifying is eligible for membership and may subscribe for membership in the Montana Chamber of Commerce by paying dues in accordance with a dues schedule prescribed by the Board of Directors.
b) Associate: Any individual, association, partnership, corporation, estate, foundation, or other entity recognized by the Board of Directors as qualifying is eligible for membership and may subscribe for associate membership in the Montana Chamber of Commerce by paying dues in accordance with a dues schedule prescribed by the Board of Directors. Associate members do not qualify for voting, nor for other benefits as may be prescribed by the Board of Directors.
Section 2: Dues.
Minimum annual dues and other dues scheduled for membership, together with scheduled dates of payment, shall be set annually by the Board of Directors. If any member fails to pay its dues within ninety (90) days after the payment due date, said membership shall be automatically terminated, unless waived by Board of Directors or Executive Committee action.
Section 3: Vote.
Each regular member shall be entitled to one (1) vote at meetings of members which may be cast either in person or by proxy. All proxies shall be in writing, and shall be filed with the
Secretary and entered by him/her in the minutes of the meeting. Associations, partnerships, corporations, estates, foundations, or other entities recognized by the Board of Directors as qualifying may file proxies with the Secretary which shall be effective for all meetings thereafter until specifically revoked by such business entity.
ARTICLE III. Meetings of Members
Section 1: Annual Meeting.
The annual meeting of the members shall be held on a date and at a time and at any location within the State of Montana designated by the Board of Directors.
Section 2: Special Meetings.
Special meetings of the members may be called on any date, and at a time and at a location within the State of Montana deemed advisable by the Chair of the Board or by the Board of Directors, or Executive Committee of the Board of Directors.
Section 3: Membership Call.
A special meeting of the members shall be called on a date and time and location within the State of Montana, specified in a written request signed by thirty-five (35) members.
Section 4: Quorum.
A quorum for the transaction of business at any annual meeting or special meeting shall consist of the number of members of the corporation present at the meeting, provided that the number be at least equal to a majority of the Board of Directors. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by a majority of the members present, in person, or by proxy by announcement at the meeting. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting of which notice was given.
Section 5: Notice.
Notice of the time and place of the annual meeting of the members shall be mailed to each member not less than thirty (30) days before the date of said meeting. Notice of the time and place of special meetings shall be mailed to each member not less than ten (10) days before the date of such special meeting. Notices of both special and annual meetings may be sent separately or may be included as a part of any publication of the Chamber which is mailed to all members, whether by electronic or standard postal forms.
ARTICLE IV. Board of Directors
Section 1: Numbers.
The corporate powers, business and property of the corporation shall be exercised, conducted and controlled by a Board of Directors consisting of no more than thirty-seven (37) members selected as hereinafter set forth; provided, however, that the number of directors may be increased or decreased from time to time by amendment to these bylaws.
Section 2: Selection/Composition.
- (a) Eight (8) to ten (10) directors shall be elected at each annual meeting of the members for three-year terms to fill vacancies of directors whose terms have expired. The Board of Directors may by a majority vote fill unexpired terms of directors which result through resignation or death.
(b) The Chair and immediate Past Chair of the Board and the President shall serve as ex-officio directors with full voting privileges;
(c) In addition to the foregoing directors, the Chair of the Board may appoint not more than five (5) directors to serve for a one-year term. Such appointments shall be approved by the membership at the annual meeting, with full voting privileges.
Section 3: Representation/Term.
All directors must either be members in good standing, or officers of business entities which are members in good standing. No director shall serve for more than two (2) consecutive regular terms. If a director is elected to serve out the unexpired term of a director, such portion of a term shall not be counted as a regular term.
Section 4: Term of office.
Regular terms of directors shall commence upon the beginning of the fiscal year as established in these bylaws. If a vacancy on the Board shall occur at any time other than at the time of the annual meeting, such vacancy may be filled by a majority vote of the Board of Directors at any meeting of the directors.
Section 5: Powers.
The Board of Directors shall oversee and direct the affairs of the Montana Chamber of Commerce, shall establish policy and shall outline a program of work for the ensuing year. The duties and powers of the Board of Directors shall include, but not necessarily be limited to, the following:
(a) Election of the officers of the Corporation;
(b) Removal at any time of any of the officers of the Corporation by a two-thirds (2/3) vote of the entire Board of Directors;
(c) With the exception of a major asset(s), the power to buy and sell such personal property as it shall consider necessary or advisable for the best interests of the corporation; and to buy such real property as it shall consider necessary or advisable; and to sell, lease, mortgage, exchange or otherwise dispose of part of the real property of said corporation;
(d) To incur such indebtedness as it shall deem necessary;
(e) To cause to be kept a record of all its meetings and acts, and of the proceedings of the members;
(f) To make and file, within the time allowed by law, the annual statement and such other reports of the corporation as may be required by law;
(g) Notwithstanding anything herein to the contrary, this Corporation shall exercise only such powers as are in furtherance of exempt purposes of organizations set forth in Section 501(c)(6) of the Internal Revenue Code and regulations issued thereunder as the same now exists, or as they may hereafter be amended from time to time. This Corporation is a non-profit corporation, and no part of the net earnings of the corporation shall ever inure to the benefit of any member or individual during the existence of the corporation, or upon its voluntary or involuntary liquidation or dissolution.
Section 6: Meetings of the Board of Directors.
The annual meeting of the Board of Directors of the corporation shall be held at the same place, and immediately preceding or following, the annual meeting of the members. In addition, there shall be at least two (2) other meetings of the Board during the fiscal year spaced approximately evenly with the date and place of each succeeding meeting to be determined at each meeting of the Board.
Section 7: Special Meetings.
Special meetings of the Board may be called by the Chair of the Board and in his/her absence, any two members of the Board.
Section 8: Notice of Meetings.
Notice of all meetings except the annual meeting shall be mailed at least ten (10) days previous to the meeting date, and all notices of special meeting shall state the purpose thereof; provided, however, that upon the written consent of at least one-half (½) of the members of the Board, regular or special meetings of the Board may be held at any time or place and for any purpose or purposes upon two (2) days’ written notice being mailed to each director, such notice stating the time and place of such meeting, whether by electronic or standard postal forms.
Section 9: Quorum.
A quorum for the transaction of business at any regular or special meeting of the directors shall consist of a majority (50+%) of the members of the Board, but a majority of those present at any regular or special meeting shall have the power to adjourn the meeting to a future date.
Section 10: Selection of Directors.
The Chair of the Board and four other directors appointed by the Chair of the Board shall be the nominating committee whose duty it will be to select from the members and officers of Chamber members’ nominees for directors. Such nominating committee shall report its nominations to the membership. At the annual meeting, any other nominations desired may be made from the floor provided the nominee has given his/her permission and has the written endorsement of at least five (5) members in good standing. The nominating committee, in selecting nominees, shall endeavor to have directors represent as broad a cross-section of the membership and Montana business, agriculture and professions as practical. In addition, they shall also give consideration to having as broad a geographical spread as practical over the State, taking into consideration the population density in all areas.
Section 11: Alternative Forms of Meetings.
Any action required under the provisions of the statute under which this Corporation was formed, or any action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof. In addition, in cases where action must be expedited, telephone conference calls, or other reasonably available technology may be utilized as official meetings of committees, councils and the Executive Committee.
Section 12: Removal.
A director may be removed with or without cause, by the affirmative vote of two-thirds of the members entitled to vote, at a meeting at which a quorum is present, provided written notice of the meeting is delivered to all such members stating that a purpose of the meeting is to vote on removal of the named director(s).
Section 13: Conflicts of Interest
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
ARTICLE V. Officers
Section 1: Officers.
The officers of the corporation shall consist of a Chair of the Board, up to three (3) Vice Presidents, a President, a Secretary and a Treasurer. Only the offices of Secretary and Treasurer may be filled by persons who are not members of the Board of Directors.
Section 2: Election of Officers.
The officers to be elected by the Board of Directors shall consist of a Chair of the Board and up to three (3) Vice Presidents. Officers shall be elected at the annual meeting of the Board of Directors. Officers shall assume their offices at the beginning of the fiscal year in the year in which they were elected and serve through September 30 of the following year. In no event is the Chair of the Board to serve for more than two full terms as Chair of this organization. Other officers may be elected for a longer term. The President shall be elected annually along with the other officers and shall have full voting status as a member of the Board of Directors. The offices of Secretary and Treasurer shall be appointed at the discretion of the President with the approval of the Board of Directors. The Persons appointed, if any, shall serve without compensation unless otherwise approved by the Board of Directors.
Section 3: Duties of Officers.
Chair of the Board:The Chair shall preside at all meetings of the Chamber and of the Board of Directors. He/she shall perform all duties incident to this office.
Vice President: Each Vice President shall be responsible for one particular aspect of the organization, notably membership, government affairs, and finance. Other Vice Presidents and aspects may be added by the Board of Directors.
President: The President shall be the Chief Executive Officer and the active managing officer of the organization. He/she shall make a report at the annual meeting on the status of the organization, the progress of its work, and such other reports as may be directed by the Board. He/she shall have general supervision of all Chamber employees and operations of the organization’s headquarters.
During the last quarter of each fiscal year, the President shall prepare a budget of anticipated revenues and expenses for all Chamber programs and operations for the coming fiscal year which shall first be reviewed and approved by the Executive Committee and then it shall be submitted and approved by the Board of Directors, no later than thirty (30) days after the commencement of that new fiscal year.
Secretary: The Secretary shall conduct official correspondence, preserve all books, documents and communications, and maintain an accurate record of all proceedings of the Board of Directors, and Executive Committee and shall have charge of all corporate books, records and papers.
Treasurer: The Treasurer shall keep or cause to be kept books and account of all monies received and expended for the use of the organization, and shall make such disbursements as authorized by the Board of Directors. He/she shall deposit all funds in a bank or banks or trust companies approved by the Board and shall make a report at the annual meeting or when called on to do so by the Chair. His/her records shall be subject to audit at all times. At the expiration of the term of his/her office he/she shall deliver over to the Board of Directors or to the President all records, books, monies and other property assigned in whole or in part.
Manager: When there is a vacancy in the office of the President, the Board of Directors may employ a manager who shall act as Chief Administrative Officer of the organization until relieved by the President. He/she shall assume all responsibilities assigned to him/her by the Board of Directors. He/she shall have general supervision to carry out the programs adopted by the Board of Directors.
ARTICLE VI. Executive Committee
Section 1: Appointment/Composition of the Executive Committee.
The Board of Directors, following the election of officers, shall appoint an Executive Committee of the Board of Directors to serve for the fiscal year. The Executive Committee shall consist of the Chair of the Board, any and all Vice Presidents, the President, and may include one (1) to three (3) additional directors designated by the Chair and approved by the Board of Directors.
Section 2: Powers of the Executive Committee.
The Executive Committee shall have all the powers of the Board of Directors except those specifically reserved to the Board itself by a resolution of the Board.
Section 3: Meetings of the Executive Committee.
The Executive Committee shall endeavor to meet in each month in which there is not a meeting of the entire Board of Directors.
Section 4: Quorum of the Executive Committee.
A majority of the members of the Executive Committee shall constitute a quorum for the transaction of all business. A majority of those present, whether constituting a quorum or not, may adjourn any meeting to a later date.
Section 5: Notice of Executive Committee Meetings.
A written or verbal notice given at any time prior to the date of the meeting shall constitute adequate notice of a committee meeting.
ARTICLE VII. Councils and Committees
Section 1: Appointment/Term of Councils and Committees.
It shall be the duty of the incoming Chair, as soon as possible after his/her election, to appoint such councils and standing committees as may be necessary for the next year, such council and standing committees being subject to the approval of the Board of Directors.
Such councils and standing committees are to be appointed before November 1 of each year, to take over the function of their duties from November 1 to September 30 of each year.
Section 2: Special Committees.
Special committees for a specific purpose may be appointed by the Chair at any time, subject to the approval of the Board of Directors.
ARTICLE VIII. Seal
Section 1: Corporate Seal.
A corporate seal, the impression of which is affixed hereto, is hereby adopted for the use of this corporation, including the name of the corporation and the name of the State of
ARTICLE IX. Fiscal Year
Section 1: Fiscal Year.
The fiscal year of the corporation shall be October 1 through September 30.
ARTICLE X. Amendments
Section 1: Amendments.
Except for those amendments reserved to the Members by law, these Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors at any time. In accordance with Montana law, amendments that relate to the number of directors, the composition of the board, the term of office of directors, the method or way in which directors are elected or selected, or termination or cancellation of members or classes of voting members must be voted upon by the voting Members.
ARTICLE XI. Indemnification
Section 1: Indemnification.
The Corporation shall indemnify any person or entity to the extent required by law, and may otherwise indemnify any person or entity to the extent permitted by law.
IN WITNESS WHEREOF, the undersigned have executed this instrument as evidence of the adoption of the aforesaid bylaws of this Corporation.
Attest: Webb Scott Brown, President/CEO
Attest: Bill McGladdery, Secretary
Date: October 27, 2016