SUNRIVER AREA CHAMBER OF COMMERCE BYLAWS
DEFINITIONS
The terms used in this document shall be defined as set forth in this section.
Bylaws: shall mean the complete bylaws of the Sunriver Area Chamber of Commerce as set forth in this document.
Board: shall mean the duly designated, appointed, or elected members of the Board of Directors of the Sunriver Area Chamber of Commerce.
Chairperson: Any Director designated by the Chairman of the Board to chair a Committee.
Committee: shall mean any collection of Directors as established for a specific purpose according to the Bylaws of the Sunriver Area Chamber of Commerce.
Director: shall mean a member of the Board of Directors of the Sunriver Area Chamber of Commerce as set forth in ARTICLE IV.
Member: shall mean any person, association, corporation, partnership, sole proprietorship, or estate that has expressly joined the Sunriver Area Chamber of Commerce and met the requirements for membership as set forth in the Bylaws of the Sunriver Area Chamber of Commerce.
Officer: shall mean a Director duly elected by the Board to act in an official capacity on behalf of the Board.
SACC: shall mean the Sunriver Area Chamber of Commerce as duly established under governing laws and regulations.
Quorum: shall mean a scheduled meeting of the Board of Directors of the Sunriver Area Chamber of Commerce at which a minimum of seven (7) Directors are in attendance.
ARTICLE I
General
SECTION 1: NAME
This organization is incorporated under the laws of the State of Oregon and shall be known as the Sunriver Area chamber of Commerce, Inc. (“SACC”).
SECTION 2: PURPOSE
The purpose of the SACC is to enhance the economic vitality of the Sunriver community through strategic alliances with the appropriate entities, collaborative efforts with the appropriate entities, understanding of lifestyle and economic trends, and professional excellence.
SECTION 3: AREA
The trade area shall mean to include Central Oregon.
SECTION 4: LIMITATION OF METHODS
The SACC 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, association, corporation, partnership, sole proprietorship, or estate (“Member”)having an interest in the objectives of the organization shall be eligible to apply for membership. Any Member will have the right to designate an individual to exercise the privileges of membership by notifying the President of the SACC in writing of such designation.
SECTION 2: MEMBERSHIP
Members will be approved at the discretion of the President, subject to review by the Board.. Any applicant will become a member and retain membership based upon payment of the regularly scheduled dues as provided in Section 3 of Article II.
SECTION 3: DUES
Dues will be at the rate or rates as established from time to time by the Board.. Dues will be payable in advance and will be published in the Board minutes or other records and documents as determined by the Board..
SECTION 4: TERMINATION
Termination of membership may result from any of the following actions:
1. Any member may resign from the SACC upon written request to the President of the SACC.
2. Any member may be terminated by the President of the SACC for non-payment of dues after one hundred eighty (180) days from the date established by the Board for payment of dues, unless, at the direction of the Board, extended for good cause.
3. Any membership may be terminated by the President of the SACC, subject to review by the Board, for conduct unbecoming a Member or prejudicial to the purposes and/or repute of the SACC. The Member against whom such action is taken will be allowed an opportunity to be heard by the Board to request reconsideration of the terminating action.
SECTION 5: VOTING
In any proceeding in which voting by Members is called for, each Member in good standing shall be entitled to cast one (1) vote.
SECTION 6: EXERCISE OF PRIVILEGES (Assignment of membership within subscription and any limitations.)
Any Member must notify the President of the SACC of the termination of any individual(s) designated by the Member to exercise the privileges of membership covered by the Member’s subscription and shall have the right to change its designated individual(s) to represent the Member and exercise membership privileges upon written notice to the President of the SACC.
SECTION 7: ORIENTATION
At the January meeting of the Board each year, the purpose and activities of the SACC will be reviewed. A permanent record of this meeting will be maintained and stored with official SACC records.
SECTION 8: HONORARY MEMBERSHIP
Distinction in public affairs shall confer eligibility for honorary membership. Honorary membership shall have all the privileges of any Member, except the right of voting, and shall be exempt from payment of dues. The President of the SACC, subject to review by the Board, shall confer or revoke honorary membership..
ARTICLE III
Meetings
SECTION 1: ANNUAL MEETING
The annual meeting of the SACC, in compliance with state and federal laws and regulations as they are in effect from time to time, shall be held no later than the end of March of each year. The time and place shall be fixed by the Board , and Members will be notified at least ten (10) days before the date of the scheduled annual meeting.
SECTION 2: REGULAR MEETINGS OF THE BOARD
The Board will hold a regular meeting no less often than once each month. The date of the monthly meetings will be fixed by the Board, as appropriate, and may be changed from time to time. A Quorum must be present for a regular meeting to be held. Members will be notified at least once annually of the dates fixed for the regular meetings of the Board.
ARTICLE IV
Board of Directors
SECTION 1: PURPOSE AND COMPOSITION OF THE BOARD
The Board shall be the governing body for the SACC and shall be vested with all responsibilities of governance, including but not limited to policy-making, control of SACC property, supervision of SACC financial activities and records, supervision of SACC business operations, selection and supervision of the President of the SACC, review of personnel policies as needed, and compliance with all applicable state and federal laws and regulations as they are in effect from time to time.
The Board shall be composed of twelve (12) voting Members and one (1) non-voting member who is the current acting President and Chief Executive Officer of the SACC.. The distribution of Board seats will consist of nine (9) permanent seats and three (3) at large seats.
SECTION 2: SELECTION AND ELECTION OF DIRECTORS
Nine (9) permanent Board seats will consist of the following representation, and the individual Director(s) may change from time to time:
1. Sunriver Property Management Companies: Two (2) individuals from the Sunriver property management companies, with at least one (1) of whom is serving concurrently on the Board of Directors of the Central Oregon Visitors Association, will represent the Sunriver property management companies. One (1) individual will be designated by the Sunriver Vacation Rental Association (SVRA), and one (1) individual from a Sunriver property management company that is not a part of SVRA will be appointed by the Board.
2. Tenant Advisory Group (TAG): One (1) individual will be designated by TAG to represent TAG.
3. Sunriver Owners Association (SROA): One (1) individual from the SROA, as designated by management of SROA, will represent Sunriver property owners.
4. Sunriver Business Park: One (1) individual who is owner/manager of a business entity with operations in the Sunriver Business Park, and who also serves concurrently on the Business Park Association Board of Directors, will be appointed by the Board.
5. Sunriver Resort: One (1) individual, as designated by management of the Sunriver Resort, will represent the Sunriver Resort.
6. Sunriver Resident: One (1) individual who is a permanent resident and a recognized community leader will be appointed by the Board.
7. Past Chairman: To preserve continuity, the individual who served as Chairman of the Board for the previous calendar year will serve on the Board for the calendar year immediately following the term as Board Chairman.
8. Village Mall Owner: One (1) individual, as designated by the owner/management of the Village Mall, will represent Village Mall ownership.
Three (3) at large Board seats will represent Members and will be selected from the membership by the Board and be appointed to serve for a term of one (1) year. Any at large Director may be re-appointed by the Board to serve for successive terms of one (1) year each, but in no event shall one individual at large Director’s cumulative term of service exceed three (3) years.
CALL FOR A VOTE OF THE MEMBERSHIP: If one-third (1/3) of the Directors do not agree with the selection of one or more of the three individuals nominated to serve as at large Directors, a vote of the Members in good standing will be required. Any candidate for an at large seat who receives a simple majority vote of the voting Members will be duly elected to serve as an at large Director for the specified term.
REQUIRED ATTENDANCE: Any Director will be required to attend no less than nine (9) regular Board meetings each calendar year. In the event that an individual Director fails to satisfy the Required Attendance, the following actions will be taken, as appropriate:
Permanent Seat: The entity represented will be required to designate in writing a new Director at the time a violation of the Required Attendance is determined. If the Required Attendance is violated in two successive calendar years, the permanent seat of the entity represented will be forfeited.
Appointed Director: If a Director appointed by the Board fails to satisfy the Required Attendance, the Chairman will select an ad hoc nominating committee from the Board to recommend a slate of individuals for review by the Board. A new Director will be appointed by a three-fourths (3/4) vote of the Board.
Elected Director: If a Director elected by the Board or membership fails to satisfy the Required Attendance, the Chairman will select an ad hoc nominating committee to recommend a slate of individuals for review by the Board. A new Director will be elected by either a three-fourths (3/4) vote of the Board or, if appropriate, a simple majority vote of the voting membership.
NOMINATING COMMITTEE: The Chairman will designate a Nominating Committee to recommend a slate of individuals for at large Board seats. The past Chairman will serve as the Chairperson of the Nominating Committee. The Nominating Committee will present its recommendations to the Board at the October meeting each year. Directors for at large seats will be elected by a three-fourths (3/4) vote of the Board. The Nominating Committee will also recommend individuals to serve as Officers of the Board for the subsequent calendar year, and these individuals will be elected by a three-fourths (3/4) vote of the Board at the October meeting.
PUBLICITY OF BOARD SELECTIONS: In December of each year, the list of individuals named to serve on the Board will be distributed to all Members.
MEMBER RIGHT OF OBJECTION: Any Member in good standing who has good cause to object to any individual(s) designated to serve, appointed to by the Board to serve, or elected by the Board or membership to serve will have the right to submit in writing to the Board the reasons for objection and to appear at a scheduled meeting of the Board to present the reasons for objection. After due consideration, the Board will determine what, if any, action will be taken.
SECTION 3: SEATING OF NEW DIRECTORS
All newly designated, appointed, or elected Directors will be seated at the regular January Board meeting and shall be participating Directors thereafter.
ARTICLE V
Officers
SECTION 1: DETERMINATION OF OFFICERS
Board Officers will include the Chairman, President and Chief Executive Officer (a non-voting position), Chairman-Elect, Treasurer, and Committee Chairpersons designated by the Chairman of the Board. All Officers shall take office on the first day of the new calendar year and serve for a term of one (1) year, or until their successors assume the duties of office. The maximum term of office for Officers shall be one (1) year. Any Director can be nominated by the incoming Chairman to continue service as an Officer, but confirmation of the nominated Director’s continued service as an Officer will require a Board vote with at least three-fourths (3/4) of the Directors affirming the nominated Director’s continued service.. The Officers shall constitute the Executive Committee of the Board (see SECTION 3), with the President and Chief Executive Officer serving on the Executive Committee but without voting powers..
SECTION 2: DUTIES OF OFFICERS
The duties of Officers are set forth as follows:
1.Chairman of the Board. The Chairman shall serve as the chief elected Officer of the Board and shall preside at all meetings of the membership, Board of Directors, and Executive Committee. The Chairman will, with the advice and counsel of the Chairman-Elect and the President and Chief Executive Officer of the SACC, determine all Committees; select all Committee Chairpersons and assist in the selection of Committee personnel, for review by the Board at a regularly scheduled meeting of the Board.
2. Chairman-Elect. The Chairman-Elect shall exercise the powers and authority and perform the duties of the Chairman in the absence or disability of the Chairman. The Chairman-Elect will assume the presidency at the end of the Chairman’s term.
3. Committee Chairpersons: The Committee Chairpersons will have the responsibilities of their respective Committees and ensure that the established objectives of the Committees are met..
4. Treasurer: The Treasurer will be responsible for safeguarding all monies received and disbursed by the SACC. Funds will be maintained in federally insured financial institutions, unless otherwise directed by the Board. The Treasurer will assist the accountant designated by the Board in an annual audit of financial records.
5. President and Chief Executive Officer:. The President of the SACC shall be the chief executive officer of the SACC and shall be vested with commensurate responsibilities, as set forth in the SACC job description for the President. The President will serve as an officer of the Board and of the Executive Committee of the Board, but the President shall be vested with no Board voting powers.
SECTION 3: EXECUTIVE COMMITTEE
The Executive Committee will 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. At the pleasure of the Board, the past Chairman may serve as a member of the Executive Committee.
SECTION 4: INDEMNIFICATION
The SACC may, by resolution of the Board, provide for indemnification by the SACC of any and all of its Officers or former Officers.
SECTION 5: DIVISIONS
The Board may create such divisions, bureaus, departments, or subsidiary corporations, as it deems necessary to carry out SACC business operations. The Board shall define and authorize the powers and duties of all divisions, bureaus, departments, or subsidiary corporations, and make changes from time to time. Any action or resolution of these entities created by the Board that bear upon or are expressive of the SACC must be approved by the Board.
ARTICLE VI
Committees and Divisions
SECTION 1: APPOINTMENT AND AUTHORITY
The Chairman, by and with approval of the Board, shall appoint all Committees and Committee Chairpersons. The Chairman may appoint such ad hoc Committees and their Chairpersons as deemed necessary to carry out the activities of the SACC. Committee appointments shall be at the will and pleasure of the Chairman, and members thus appointed will serve concurrently with the term of the appointing Chairman, unless a different term is approved by the Board. It shall be the function of Committees to make investigations, conduct studies and hearings, 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, division employee, Director or Officer shall be binding upon, or constitute an expression of, the policy of the SACC until it shall have been approved or ratified by the Board. The Chairman will discharge Committees 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 Committees.
SECTION 3: TESTIMONY
Once the Board has approved Committee actions, it shall be incumbent upon the Committee Chairperson or, in the Chairperson’s absence the Committee member designated to give testimony to or make presentations before civic and governmental agencies.
ARTICLE VII
Finances
SECTION 1: FUNDS
All money paid to the SACC shall be placed in the appropriate accounts, as established by the Board from time to time..
SECTION 2: DISBURSEMENTS
Upon approval of the budget, the President and Chief Executive Officer of the SACC is authorized to make payment on accounts and expenses provided for in the budget without additional approval of the Board. Unbudgeted expenditures must be authorized by the Executive Committee.
SECTION 3: FISCAL YEAR
The fiscal year of the SACC shall close on December 31.
SECTION 4: BUDGET
The Executive Committee shall adopt the budget for the coming fiscal year and submit it to the Board for approval at or prior to the January regular meeting of the Board. The Executive Committee shall also review pending decisions of a material nature and make appropriate recommendations to the Board for approval by at least three-fourths (3/4) of the Directors.
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SECTION 5: ANNUAL REVIEW
The Board shall appoint an independent accountant for an annual audit of the financial records of the SACC. This review will be effective as of December 31 of the previous fiscal year and will be presented by the accountant to the Board no later than the February regular meeting of the Board. The final audit report will be available during regular business hours of the SACC for review by Members.
SECTION 6: DIRECTOR DISCLOSURE POLICY
If there is any existing or contemplated business transaction between the SACC and any entity in which a Director (and/or the Director’s spouse, children, parents or other family members) has any interest, the Director will disclose such potential conflict of interest to the Board. The Board, absent the disclosing Director, will determine whether or not a conflict of interest exists and take the appropriate action, as warranted in the discretion of the Board.
ARTICLE VIII
SECTION 1: PROCEDURE
The SACC shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the Members. On dissolution of the SACC, any 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 and as defined in IRS Section 501(c)(3).
ARTICLE IX
Parliamentary Procedure
The current edition of Robert’s Rules of Order shall be the final authority in all questions of parliamentary procedure when such rules are not inconsistent with the Bylaws of the SACC. In the event of inconsistency, the SACC Bylaws shall prevail.
ARTICLE X
Amendments
SECTION 1: REVISIONS
These Bylaws may be amended or altered by a three-fourths (3/4) vote of the Board, or, if so determined necessary by the Board, by a simple majority vote of the voting Members in good standing at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations will be submitted to the Board, or the Members, in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.