Bylaws of the

Newport Chamber of Commerce

Article 1 General

Section 1. Name:  This organization is incorporated under the laws of the State of Washington and shall be known as the Newport Area Chamber of Commerce.

Section 2. Limitation of Activity: The Newport Chamber of Commerce shall observe all local, state and federal laws which apply to a not-for-profit organization as defined in Section 501(C)(6) of the Internal Revenue Code.

Section 3. Mission: To create and promote a climate where businesses can operate in a productive and profitable manner.

Section 4. Specific Objectives and Purposes:

1.      To promote and assist businesses in Newport area creating a climate where they can operate in a productive and profitable manner.

2.      To cooperate with and represent the business community of Newport both locally and in the context of our position within the region.

3.      To educate, inform and encourage residents to shop and dine in Newport and patronize local businesses.

4.      To work with the City and local businesses to educate, and inform visitors, the travel industry, and the general public about Newport as a tourist destination.

5.      To provide opportunities and benefits for Chamber Members that strengthens their business.

6.   To increase the economic base of Newport while preserving our historic resources, quality of life, rural ambiance and the interest of our members.

Article 2 Membership

Section 1. Eligibility:

Any reputable person, firm, partnership, corporation, association, business or estate that

supports and is committed to the objectives and purpose of the Chamber shall be eligible for membership.

All applications for membership will be subject to approval of the Board of Directors or its designated agent.

Section 2. Classification of Membership

The classification of membership will be as follows:

a.       Business Membership: Persons engaged in business in the City of Newport and the surrounding areas shall be eligible for business membership.  Such members shall designate a representative to represent it with respect to the Chamber, and shall enjoy the rights and privileges of the Chamber including the right to vote and hold office.

b.       Resident Membership: Any resident of Newport, or resident of the area adjoining Newport, who support and commit to the objectives and purposes of the Chamber shall be eligible for residential membership and shall enjoy the rights and privileges of the Chamber excluding the right to hold office.

c.       Honorary Membership: May be given to any person of distinction who has rendered outstanding service to the Chamber, the city or the community at large. Honorary members shall have all the privileges of members except the right to vote and hold office and shall be exempt from payment of dues. Election to honorary membership shall require a two thirds (2/3) vote of directors present at any meeting thereof. Honorary membership shall be for one year.

d.       Friends of Chamber:  The Friends of Chamber fee may be waived if five (5) hours a month is volunteered on behalf of the Chamber, subject to board approval.     

e.       Non–Profit Membership: Member organization must be defined by Section 501 (C)

(3) of the IRS code.  Such members shall designate a representative to represent it with respect to the Chamber, and shall enjoy the rights and privileges of the Chamber including the right to vote and hold office.

Section 3. Application and Election: All applications for membership, other than honorary membership, shall be deemed a commitment on the part of the applicant to the purposes of the Chamber, and adherence to its Bylaws, rules and regulations.

Section 4. Evidence of Membership: A member in good standing may state that he or she is a member of the Chamber and may display such evidence of membership as may be issued by the Chamber.

Section 5. Expulsion: Members may be expelled by the Board of Directors for cause, or for nonpayment of dues. No member shall be expelled for cause other than nonpayment of dues or budget subscriptions, without the opportunity of a hearing before the Board of Directors at a prescribed time and place and after reasonable notice.

Section 6. Resignation: A member may resign at any time by giving notice of such intention in writing to the Chamber.

Section 7. Termination of Membership: The death, resignation or expulsion of a member shall terminate his/her membership.                                          The substitution of a new representative for the holder of an organizational membership shall in no case terminate the particular membership.

Section 8. Fees and Dues: The cost of the membership shall be the dues of the classification of membership for which the person is applying.  Such dues shall be paid at the time of applying for membership, and shall cover a twelve-month period.

Section 9. Annual Meeting: The Annual Meeting of the membership shall be in the month of November of each year. The time and place shall be fixed by the Board of Directors and notice given electronically to each member at least twenty days in advance of the meeting.

Section 10.  Special Meetings: Special Meetings of the Chamber membership may be called by a majority of the Board of Directors, the President, or by 33% or more of the members. Notice of such meetings shall be mailed to each member at least fifteen days prior to such meetings or sent electronically. When a meeting is requested by the membership, the Board of Directors must then set the date of the meeting no less than 30 or more than 60 days after the receipt of the request. Notice of the meeting must be given within twenty days after the receipt of the request.

Article 3 Directors

Section 1. Number and Election of Directors:

The corporation shall have a minimum of five (5) and a maximum of eleven (11) directors and collectively they shall be known as the Board of Directors.

Section 7. Compensation:

Directors shall serve as Board members without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties; and they may be compensated for specific activities which are above and beyond their duties as a Board member when this is approved in advance and in writing by the Board.

Section 8. Place of Meetings:

Meetings shall be held at locations within Newport WA as may be designated by the President of the Board of Directors.

Section 9. Regular Meetings:

Regular meetings of Directors shall be held. Two meetings per year will open to the general membership.

Section 10. Special Meetings:

Special meetings of the Board of Directors may be called by the President, the Vice– President, the Secretary, by any two directors, or if different, by the persons specifically authorized under the laws of this state to call Special Meetings of the board.  Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the Special Meeting.

Section 11. Notice of Meetings:

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

a.       Regular Meetings. No notice need be given of any regular meeting of the board of directors.

b.       Special Meetings. The Executive Committee of the corporation shall give at least one-week notice to each director of each special meeting of the Board of Directors. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by electronic mail or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification or e-mail, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within 24 hours of the first transmission.

c.       Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 12. Quorum for Meetings:

A quorum shall consist of a majority of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or

provisions of law, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not present, and the only motion which the chairperson at such a meeting shall entertain is a motion to adjourn.

Section 13. Majority Action as Board Action:

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage of different voting rules for approval of a matter by the Board of Directors.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to that action, or by telephone or email with thorough documentation. Such action by written consent or by telephone or email shall have the same force and effect as a unanimous vote of the Board.  Such written, telephonic or electronic consent or consents shall be filed with the minutes of the Board.

Section 14. Conduct of Meetings:

Meeting of the Board of Directors shall be presided over by the President of the Board, or in his or her absence, by the Vice President of the Board or, in the absence of each of these persons, by a person chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Roberts Rule of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of the law.

Section 15. Vacancies:

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected majority of directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board of Directors may be filled by approval of the Board of Directors.  The Board of Directors may nominate prospective directors to fill the vacancy and vote for their choice.  If the number of directors then in office is less than a quorum,  a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. Nominees must be presented for discussion at a  full board meeting at least thirty (30) days prior to being presented for election to the Board of Directors.

Section 16.  Reserved

Section 17. Non–liability of Directors:

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 18. Indemnification by Corporation of Directors and Officers:

The corporation to the fullest extent permissible may, at its sole option,  indemnify the directors and officers of the corporation under the laws of this state.

Section 19. Public Relations:

The use of the name of the Chamber, by a member, or a by director for advertising or publicity purposes is prohibited except upon expressed authority of the Board of Directors by a majority vote.

Section 20. Insurance for Corporate Agents:

Except as may be otherwise proved under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation including a director, officer, employee or other agent of the corporation against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

Article 4 Officers

Section 1. Designation of Officers:

The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.

Section 2. Qualifications:

Any Director is qualified to be elected as an officer of the corporation.

Section 3. Election and Term of Office:

Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office for 2 (two) years or until he or she resigns or is removed or is otherwise disqualified to serve.

Section 4. Removal and Resignation:

Any Director may be removed from office or as a member of the

Board with a majority vote plus 1.

Section 5. Vacancies:

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.

Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled, as the board shall determine.

Section 6. Duties of President:

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and, if the corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be expressly authorized by the Board of Directors.

Section 7. Duties of Vice President:

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

Section 8. Duties of Secretary:

The Secretary shall certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.

Keep at the principal office of the corporation a membership book (in print or electronic form) containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes or the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 9. Duties of Treasurer:

The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

Work with the committees prepared budgets to create an annual fiscal budget to be passed by the Board of Directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.

Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.  File all required tax returns.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Article 5 Committees

Section 1. Executive Committee:

The Board of Directors may, by a majority vote of its members, designate an Executive Committee composed of the President, the President–Elect, the Treasurer, the Secretary, and such other appointed Directors and the Executive Director, the latter without the right to vote.

The Executive Committee shall carry out executive assignments as directed by the Board of Directors when deemed necessary.  The powers and authority shall be with the Board of Directors unless expressly delegated to the Executive Committee for a special assignment.

By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 2.  Other Committees:

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who  are not also members of the board and shall act in an advisory capacity to the board.

Section 3. Meetings and Action of Committees:

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.