Legal

Bozeman Area Chamber of Commerce

BYLAWS

These Bylaws were adopted on February 28, 2012 by action of the Membership of the Bozeman Area Chamber of Commerce, a Montana nonprofit corporation, and amend and supersede in their entirety the previously adopted Bylaws of the nonprofit corporation.

ARTICLE I

GENERAL

SECTION 1 - NAME

This organization is incorporated under the laws of the state of Montana and shall be known as the Bozeman Area Chamber of Commerce.

SECTION 2 - PURPOSE

The Bozeman Area Chamber of Commerce is organized to achieve the objective of:

A. Preserving the competitive enterprise system of business by: Creating a better understanding and appreciation of the importance of business and a concern for its problems; educating the business community and representing it on city, county, state and national legislative affairs; preventing or addressing controversies which are detrimental to the orderly expansion and growth of business and the community if they arise; and creating a greater appreciation of the value of a more liberal investment of substance and self on behalf of the interest of competitive business.

B: Promoting orderly business and community growth and development by: Promoting economic programs designed to strengthen and expand the income potential of all business within the trade area; promoting tourism by serving as the designated convention and visitor’s bureau administering tourism promotion programs pursuant to chapter 664, Montana code (1987) or successor statutes; promoting programs of a civic nature which are designed to increase the functional and aesthetic values of the community; and discovering and correcting abuses which prevent the promotion of orderly business expansion and community growth.

SECTION 3 - AREA

The Bozeman Area or Bozeman economic region shall include the Bozeman Area trade territory.

SECTION 4 - LIMITATION OF METHODS

The Bozeman Area Chamber of Commerce 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. 2

SECTION 5 – NOTIFICATION METHODS

The Bozeman Area Chamber of Commerce Membership will be notified by electronic correspondence for the Annual Meeting of the corporation, general membership meetings, board meetings, committee meetings and any called additional meetings.

Selection and Election of Directors, Special Elections and Petitions for Election will by notified by electronic correspondence.

Members will be notified by mail upon written request to the Bozeman Area Chamber of Commerce.

ARTICLE II

MEMBERSHIP

SECTION 1 - ELIGIBILITY

Any person, proprietorship, association, corporation, partnership or estate having an interest in the purpose of the organization shall be eligible for membership. The Chamber shall not discriminate based on race, creed, religion, sexual orientation or marital status.

Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. The Membership Committee (or a designated entity) shall review all applications. Upon payment/pledge of membership, and after agreeing to follow Chamber of Commerce objectives, an applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 2 of Article II.

SECTION 2 - INVESTMENTS

Membership investments shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually, semiannually, quarterly or monthly.

SECTION 3 - TERMINATION

(resignation - expulsion - delinquency)

A: Any member may resign from the Chamber upon written request to the Board of Directors;

B: Any member shall be automatically expelled by the Board of Directors for nonpayment of dues after 90 days from the due date, unless otherwise extended for good cause;

C: Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member. 3

SECTION 4 - VOTING

In any proceeding in which voting by members is called for, each full member in good standing shall be entitled to cast one vote.

SECTION 5- EXERCISE OF PRIVILEGES

(assignment of membership within subscription and any limitations)

Any person, proprietorship, association, corporation, partnership, or estate holding membership may nominate individuals, whom the holder desires to exercise the privileges of membership covered by its subscription, and shall have the right to change its membership nomination upon written notice.

SECTION 6 - ORIENTATION

Orientation on the purposes and activities of this organization is encouraged for the following groups: new directors, committee leaders and new members.

ARTICLE III

MEETINGS

SECTION 1 - ANNUAL MEETING

The annual meeting of the corporation, in compliance with State law, shall be held by January 31st of the following year. The time and place shall be fixed by the Board of Directors.

SECTION 2 - ADDITIONAL MEETINGS

(general membership meetings, board meetings and committee meetings)

The Board Chair may call general Membership meetings of the Chamber of Commerce at any time or upon petition in writing of 10 percent of the members in good standing.

A: Notice of special General Membership meetings shall be sent to each member at least five (5) days prior to such meetings;

B: Board meetings may be called by the Board Chair or by at least three (3) members of the board who submit a written application for a meeting to the Board Chair or President/CEO. Notice (including the purpose of the meeting) shall be given to each director at least three (3) days prior to said meeting;

C: the Board Chair, committee chair, or the President/CEO may call Committee meetings at any time.

SECTION 3 - QUORUMS

At any duly called General Membership meeting of the Chamber, 5% of the members in good standing, in attendance or vote by proxy shall constitute a quorum; a majority of the Directors of the Board shall constitute a quorum for the Board of Directors meeting; at committee meetings no quorum is required. 4

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1 - COMPOSITION OF THE BOARD

The Board of Directors shall be comprised of 12 members, four (4) of whom shall be elected annually for three (3) years, or until their successors are selected and have qualified. Officers shall be selected from the Board (Article 5, Sec. 1). The Executive Committee shall serve as members of the board as selected under Article V, Section 1 Officers.

In addition to the 12 board members, The Board Chair, as he or she perceives the need, may appoint up to three (3) members of the Chamber to the Board for the term of one fiscal year, subject to the approval of the board. This is subject to keeping an odd number for the total Board size.

The nature of the Chamber's business often requires that Board members be able to commit themselves and their organizations to a particular course of action. Therefore, Chamber Board members should primarily be principle owners, partners, or top executive personnel within their organizations. Board members should be chosen from individuals within the organization who have exhibited a desire to serve, coupled with a past history of successful committee activity. They should be highly motivated individuals and community leaders committed to the furtherance of Chamber objectives.

SECTION 2 - SELECTION AND ELECTION OF DIRECTORS

A: Nominating Committee: No later than the first regular September Board meeting, the Board Chair shall appoint, subject to approval by the Board of Directors, a Nominating Committee of five (5) members in good standing, of the Chamber. The Board Chair shall designate the chair-elect as chair of the committee. The Chamber General Membership shall be notified of the Nominating Committee's formation and encouraged to suggest Board candidates for nomination to the nominating Committee. Such suggestions for candidates shall be communicated to the Chamber office which shall make them available to the nominating Committee.

No later than the first regular October Board meeting, the Nominating Committee shall present a single slate of candidates for nomination to the Board of Directors. This single slate of candidates will be running for three (3) year terms, replacing directors whose three (3) year terms are expiring as of December 31. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No Board member may serve consecutive three-year terms. The final slate of Board candidates shall be ratified and set by the Board of Directors no later than the first regular November Board meeting. 5

B. Publicity of Nominations: Upon Board approval of the report of the nominating Committee, the President/CEO shall immediately notify the membership of the names of persons nominated as candidates for directors, and the right of petition as provided in Article IV, Section 2 of these bylaws. A list of candidates so nominated will be kept on file in the Chamber of Commerce office

C. Petition Additional names of candidates for Directors can be nominated by petition bearing the genuine signatures of at least twenty five qualified members in good standing of the Chamber and submitted to the Nominating Committee Chair. The Nominating Committee will accept petitions for additional nominations for 10 days after notification. If additional nominee petitions are received, new ballots will be sent to all members in good standing.

D. Determination If no additional nominees are submitted, action will be taken on the recommended slate of nominees at the next regularly scheduled meeting of the Board of Directors. If a legal petition shall present additional candidates, the names of all candidates shall be arranged in alphabetical order by the last name of each candidate.

E. Judges If an election is held, The Chair shall appoint (3) three judges, who are not candidates for the election. One will be designated the chair. Such judges will work in conjunction with the President/CEO and have complete supervision of the election, including auditing of the ballots. They shall report the results of the election to the Board.

SECTION 3 - SEATING NEW DIRECTORS

All newly elected board members (directors) shall be invited to the first regular December Board meeting, and shall be voting members as of January 1. New Directors shall be encouraged to attend the annual planning retreat.

SECTION 4 - VACANCIES

A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board, unless confined by illness or absence approved by the Board.

Any Director appointed to fill the remaining portion of a regular three-year term shall be eligible for nomination to a regular three-year term upon completion of the first term.

Any Directors term which becomes vacant with more than one year remaining shall be immediately filled by appointment by the Board of Directors. 6

SECTION 5 - POLICY STATEMENTS

(statements of position on issues)

The Board of Directors is responsible for establishing procedure and formulating policy of the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as necessary.

SECTION 6 - MANAGEMENT

The Board of Directors shall employ a President/CEO and shall fix the salary and other considerations of employment. A six-month employment review shall be done on a new President/CEO with an annual review according to the personnel manual.

The President / CEO function will be to administer the Program of Work under the supervision of the Board Chair/Board.

SECTION 7 - INDEMNIFICATION

The Chamber shall, in accordance with the statutes of the State of Montana which are in effect at the time the indemnification becomes appropriate, 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 director shall be adjudged in such action, suit or proceeding 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. The Chamber, by Board of Directors action, shall provide Director's & Officer's liability insurance at all times.

ARTICLE V

OFFICERS

SECTION 1 - DETERMINATION OF OFFICERS

The Board of Directors (new and retiring directors) at its Annual Planning Retreat shall reorganize for the coming year (December is suggested as meeting time). The Executive Committee will nominate officers for the coming year.

The nomination shall include the Board Chair, Chair-elect, Vice Chair and the Treasurer.

Following the election of new Directors by the membership each year, the new Board will elect the slate of new officers which must be ratified by a majority of the Board members prior to the annual retreat.

All officers shall serve one (1) year or until their successors assume the duties of the office and they shall be voting members of the Board of Directors. 7

SECTION 2 - DUTIES OF THE OFFICERS

A: Board Chair: The Board Chair shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the Membership, Board of Directors and Executive Committee. The Board Chair may, with advice and counsel of the Executive Committee and the President/CEO, determine all division chairs, committees, committee chairs and assist in the selection of committee personnel, subject to approval of the Board of Directors.

B. Past Chair: The Past Chair shall serve as an advisor to the Board Chair and to the Board of Directors. The Board Chair shall determine his or her duties and responsibilities and may from time to time assign them special projects or functions.

C. Board Chair-elect: The Board Chair-elect shall exercise the powers and authority and perform the duties of the Board Chair in the absence or disability of the Board Chair. The Board Chair-elect shall serve as incoming Board Chair for the following year, unless circumstances determine differently.

D. Vice Chair: The board may select a Vice Chair, who shall be assigned duties such as the titles by general usage would indicate and such as required by law, as well as those that may be assigned by the Board Chair and the Board of Directors.

E. Treasurer: The treasurer shall work with the President/CEO to safeguard all funds received by the Chamber and properly disburse them. Such funds shall be kept on deposit in a financial institution or invested in a manner approved by the Board of Directors. The Treasurer shall be chair of the Finance Committee.

F. President/CEO: The President/CEO shall be the chief administrative and executive officer. The President/CEO shall serve as secretary to the Board of Directors and the corporation, and cause to be prepared notices, agenda, and minutes of the meeting (or assigned minute taker) of the Board.

The President/CEO shall serve as advisor to the Board Chair and Executive Committee on program planning, and shall assemble information and data and cause to be prepared special reports as directed by the annual program of work of the Chamber or the Board of Directors. The President/CEO shall be a non-voting, ex-officio member of the Board of Directors, the Executive Committee, and all committees.

With assistance of the Executive Committee and other committees, the President/CEO shall be responsible for administering the program of work in accordance with the policies and direction of the Board of Directors.

The President/CEO shall be responsible for hiring, discharging, directing and supervising all employees. 8

With the cooperation of the Treasurer and Finance Committee, the President/CEO shall be responsible for preparing an operating budget covering all activities of the Chamber, subject to approval of the Board of Directors. The President/CEO shall also be responsible for administering all expenditures within approved budget allocation.

SECTION 3 - EXECUTIVE COMMITTEE

The Executive Committee shall act for and on behalf of the Board of Directors when the Board of Directors is not in session, but shall be accountable to the Board for its actions. It shall be composed of the Chair, Chair-elect, Vice Chair, Treasurer, Past Chair and President/CEO.

SECTION 4 - INDEMNIFICATION

The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its officers or former officers as spelled out in Article IV, Section 7 of these bylaws.

ARTICLE VI

COMMITTEES AND DIVISIONS

SECTION 1 - APPOINTMENT AND AUTHORITY

The Board Chair, with the approval of the Board of Directors, may appoint all division chairs, committees and committee chairs, and appoint such ad hoc committees and their chairs as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the Board Chair and shall serve concurrently with the term of the appointing Board Chair, unless the Board of Directors approves a different term.

It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and carry on such activities as may be delegated to them by the Board.

SECTION 2 - LIMITATIONS OF AUTHORITY

No action by any member, committee, division, 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 of Directors.

The Board Chair shall discharge committees when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee. 9

SECTION 3 - TESTIMONY

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

SECTION 4 - DIVISIONS

The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations, as it deems advisable to handle the work of the Chamber.

The Board shall authorize and define the powers and duties of all divisions, departments, councils, and subsidiary corporations. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations, including collection and disbursement of funds and budgets.

Divisions, bureaus, departments, councils, or subsidiary corporations, having bearing upon or expressive of chamber policy, shall take no action or resolution of any kind unless approved by the Board of Directors.

ARTICLE VII

FINANCES

SECTION 1 - FUNDS

All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year's budget will be placed in a reserve account or the ensuing year's budget.

SECTION 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. Disbursements shall be by check, ACH or Bill Pay and must be signed by two members of the Executive Committee, one of which one may be the President/ CEO, must sign all checks, ACH disbursements and Bill Pay.

Single Signatures, by the President / CEO, are allowed for checks of $500.00 (five hundred) dollars and below. Such checks shall be presented and reviewed by the Treasurer at the end of each month.

SECTION 3 - BUDGET

A draft of the preliminary budget shall be presented to the Board of Directors prior to the annual Board Retreat. The final budget shall be presented to the Board of Directors by the January Board meeting. 10

SECTION 4 - ANNUAL FINANCIAL REVIEW

The final statements of the Chamber of Commerce shall be prepared annually as of the close of business for that year by a certified public accountant. The financial statements shall at all times be available to members of the organization within the offices of the Chamber. The Board shall at its discretion annually appoint a committee of Directors to review Chamber financial operations and recommend an audit or review if necessary, in which no event it shall be less than every three years.

SECTION 5 - BONDING

A sufficient fidelity bond in the amount set by the Board and paid for by the Chamber as the Board of Directors may designate, shall bond the President/CEO and such other officers and staff.

SECTION 6 – FISCAL YEAR

The fiscal year of the Bozeman Area Chamber of Commerce shall be from January 1 through December 31.

ARTICLE VIII

DISSOLUTION

SECTION 1 - PROCEDURE

The Chamber shall use its funds only to accomplish the objectives and purposes specified by these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Chamber. On dissolution of the Chamber, 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 501 C(3).

ARTICLE IX

MEETING PROCEDURE

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 bylaws of the Chamber.

SECTION 2 – PARLIMENTARY PROCEDURE

Unless otherwise provided, a majority of a quorum at any meeting of the Board of Directors, Executive Committee or Nominating Committee, shall be required for such an entity to make any recommendation or determination. 11

ARTICLE X

AMENDMENTS

SECTION 1 - REVISIONS

These bylaws may be amended or altered by a two-thirds (2/3) vote of members present at a regular or special General Membership meeting, providing that the notice for such meeting includes the proposed amendments or changes.

Such proposed amendments shall have been previously approved by the Board of Directors.

Notice of the General Membership meeting shall be given to all members at least ten (10) days prior to the date selected for such a meeting.

Adopted: July 17, 1980

Amended: November 1986

October 1996

April 2001

May 2001

August 2004

February 2012