Bylaws

ARTICLE I: NAME AND PURPOSE

Section 1: Name

This organization is incorporated under the laws of the state of Utah and shall be known as the DUCHESNE COUNTY AREA CHAMBER OF COMMERCE, and is being branded as Chamber of Commerce Serving Duchesne County.

Section 2: Purpose

The purpose of the Duchesne County Area Chamber of Commerce, hereto referenced also as the “Chamber”, is to achieve these objectives:

Preserving the competitive enterprise system of business by creating a better understanding and appreciation of the importance of business people and a concern for their problems; educating the business community and representing it in city, county, state, and political affairs; preventing or addressing controversies if they are detrimental to the expansion and growth of business in the community.

2. Fostering business and community growth and development through economic programs designed to strengthen and expand the income potential of all businesses in the trade area; promoting programs of a civic, social, and cultural nature that are designed to increase the functional and aesthetic values of the community; and discovering and reducing barriers to entry that prevent the advancement of business expansion and community growth.

ARTICLE II: MEMBERSHIP

Section 1: Membership

Any person may apply for membership in the Chamber by submitting the appropriate application for membership prescribed by the Officers.

Section 2: Membership Classifications

Active Members: All individuals, firms, corporations, and property owners who have an interest in the commercial, industrial, and agricultural development of the community may be members. All businesses, individuals, clubs, or community interests will be able to utilize the Chamber’s resources and coordination for all that will be of importance to enhance the growth and development of the county. Additional promotional and chamber opportunities will be available to members depending on membership level.

Section 3: Duration of Membership

Membership is for one year. Future annual renewal requirements will be on the day of the month the business initially joined the Chamber. Membership in the Chamber shall terminate upon death or the dissolution of the firm, corporation, or organization.
Membership may be terminated for conduct unbecoming a member, by a majority vote of the board members at any regular or special meeting; provided that written notice of the proposed action or the right of the member to appear at the meeting on his/her own behalf has been given to the member at least 20 days prior to the meeting.
If a member wishes to terminate their membership in the Chamber, they may do so by contacting the Director. Membership dues will not be refunded.
The Director shall not renew members, or onboard new members without the written or verbal consent of the proposed new/renewing member to do so.

DEFINITION FOR DUCHESNE COUNTY AREA CHAMBER OF COMMERCE CODE OF CONDUCT:

As a Member of the Duchesne County Area Chamber of Commerce, I/we recognize membership is a privilege and that membership brings with it the responsibility to assure that all members understand and commit to the following code of conduct. The code of conduct shall, without limitation, require members and all participants of Chamber-sponsored programs to:

Abide by the Bylaws of the Duchesne County Area Chamber of Commerce and Rules of Operation for any applicable programs of the Chamber. The Bylaws serve as the governing document for all programs and will supersede all other documents.
Refrain from publicly disparaging the business practices of fellow members and refrain from condoning or engaging in misrepresentation or unethical practices.
Conduct business and professional activities in a reputable manner so as to reflect honorably upon the business community and fellow Chamber Members.
Respect the reputation, profile, and status of the Duchesne County Area Chamber of Commerce and represent the Chamber accordingly.
Understand, support, and promote the Duchesne County Area Chamber of Commerce and cooperate with fellow members in the application of the Code of Conduct.
Whenever reasonably possible, participate in the functions and activities of the Chamber, and promote the enhancement of business growth within the Duchesne County area.
Observe the highest standards of ethics in rendering services and/or offering products for sale, based on the member's own knowledge and expertise.
Refrain from engaging in any practices prohibited by law or seeking unfair advantage over fellow members and conform to all laws established by Municipal, State, and federal governments for the control of said business where applicable.
Present a true representation in all advertising. Goods and services shall be advertised in accordance with all Municipal, State, and Federal legislation.
Respect the roles of Chamber staff.

I/we also understand that the failure to adhere to the professional and personal obligations of the Duchesne County Area Chamber of Commerce, as outlined above and defined in the Chamber Bylaws, can result in the termination of my/our membership.

ARTICLE III: OFFICERS AND ELECTION THEREOF

Section 1: Board Members

The Duchesne County Area Chamber of Commerce Board of Directors shall consist of an odd number of seats, with a minimum of 7 seats and a maximum of 9 seats. Board members must be members of the Duchesne County Area Chamber of Commerce and be either:

A Chamber member
An employee working for a Chamber member
An employee or volunteer of a local civic or municipal government entity.

Board members shall serve for at least four years. At the end of their four-year term, incumbent board members may seek to stay on the board, or retire from their service. Terms begin at the start of the calendar year in which that board member joined.

Section 2: Duties of Board Members

Board members are responsible for upholding the chamber purpose and Code of Conduct. They are also responsible for attending and participating in board meetings, as well as attending as many Chamber events as possible, including:

Chamber breakfast meetings
Ribbon cuttings
Networking events
Learning seminars
Any other significant Chamber events or community meetings that involve the Chamber

Section 3: Nomination of Board Members

If an incumbent’s four years is about to expire, and they do not wish to stop serving, they may continue to serve on the board. If they wish to retire from their service, they shall notify the rest of the board at least three months before their term expires.

If a board member does wish to end their term, the board member leaving, the director and chamber members make recommendations for new board members. Notice should be given to chamber members by the Director in case there are individuals wanting to serve or make a recommendation. The new board member will take the seat of the previous board member (but not the office), and begin their four-year term.

Section 4: Meeting Attendance

If a board member fails to make at least 5 of the regular 10 board meetings, without an understandable reason and notice for missing said meetings, board members may vote to respectfully dismiss the board member. In the case of the leave of an early board member, current board members will seek a replacement and vote him/her in, as outlined in section 3. Additionally, a board member shall be dismissed if their behavior violates the Code of Conduct.

General reimbursement may be available for Board Members choosing to receive compensation for attendance/travel expenses.

Section 5: Advisory Board Members

Advisory board members, may join board meetings through one of the following methods:

Being at least a gold sponsor for the Chamber
By invite from the board of directors

Advisory members may offer suggestions and feedback, but may not vote and do not take part in executive sessions.

Section 6: Board Meetings

Board meetings will take place:

On the 2nd Tuesday each month
10 months out of the year (August-May)

Exceptions can be made for special board meetings that require more immediate action, such as hiring a new director.

At board meetings, board members will:

Hear from the Director on the progress of the Chamber
Review bids, or other financial expenditures that require a vote
Support the Director in finding new members and new opportunities to create value
Provide the Director with feedback relevant to the state of the Chamber
Follow proper board procedures for making motions, conducting votes, and adjourning meetings according to Robert’s Rules of Order
Review overall expenditures made the previous month and the current financial status of the Chamber

At any time, a board member may make a motion for executive session. If the motion carries, the Director will be asked to be excused. Board members will then meet to discuss any sensitive matters that require confidentiality. Board members are required to maintain strict confidentiality regarding all discussions held in executive session. Executive sessions are only intended for personnel issues, legal matters, or for applicable negotiation purposes such as contracts, etc.

ARTICLE IV: OFFICERS AND ELECTION THEREOF

Section 1: Officers

The Officers of the Duchesne County Area Chamber of Commerce shall consist of four board members to be elected by the present board members as:

President
Vice-President
Secretary
Treasurer

Section 2: Election of Members

The election of Officers shall be held on the first board meeting of the year if an officer has reached the end of their elected position term and/or board term. Newly elected officers shall take office immediately following the election. No board member shall hold more than one office at any given time. Exceptions to this rule may be made if an officer is unable to attend a meeting and delegates another board member to do their duty temporarily in their stead.

Section 3: Manner of Voting

Voting shall be by written, email, phone conversation, or by online questionnaire during the election by active board members only, and no member shall cast more than one vote. Only board members in good standing, as reflected in the aforementioned Code of Conduct, shall be permitted to vote.

Section 4: Term of Elections

Officers shall be elected for a term of two (2) years. The President and Treasurer shall be elected in even-numbered years, and the Vice-President and Secretary in odd-numbered years.

Section 5: Nominations

Nominations may be made by any board member of the Duchesne County Area Chamber of Commerce in good standing.

Section 6: Consecutive Nominations

No officer, subject to election, shall be elected or hold office for more than two (2) consecutive terms of two (2) years each.

Section 7: Vacancy

If any officer vacancy occurs, it shall be filled by board members submitting and voting on a new officer to replace that vacated office. Any officer so appointed shall serve for the remainder of the term for which his/her successor shall have been elected.

Section 8: Past President

The immediate past president will serve as an advisor to the incoming president. They will not have executive powers, but will act as support for the new president and board of directors.

ARTICLE V: DUTIES OF DIRECTOR AND OFFICERS

Section 1: Director

The Director shall be responsible for:

Leading the Chamber in its purpose as outlined in the Bylaws
Hiring and firing chamber employees, with the approval from two or more board members
Be responsible for discharging, directing, and supervising all employees
All expenditures within approved budget allocations, with pre-approval of larger purchases over $500 by majority of the board
Providing a monthly Chamber report for board meetings, including membership updates and financial overview
Planning and executing the Chamber Breakfast Series
Developing relationships with civic and business community members
Creating an inviting presence for community members to learn about the chamber and its members
Proposing a yearly budget to the Board at least two months before the budget year begins for the Board’s consideration.
Finalize the budget after all the Board’s adjustments approved by motion and submit to the Board as a final budget one month before the beginning of the budget year
Applies for relevant grants to further the Chamber’s interests

Section 2: President

The President shall:

Preside at all meetings of the membership and be a member of all regular and special committees
Be responsible for the hiring, firing, and assigning duties to the Director, with the approval of the majority of the board
Ensure that the bylaws are followed and that the Director is acting within their assigned duties
Understands and maintains Robert’s Rules of Order in meetings

Section 3: Vice President

The Vice President shall:

Act in lieu of the President when the President is unable to act
Manage the organization of the board of directors, as well as the onboarding of new board members
Perform duties assigned by the President
Understands and maintains Robert’s Rules of Order in meetings

Section 4: Secretary

The Secretary shall:

Take minutes of all board meetings and provide copies as needed
Maintain an online copy of the minutes accessible to all board members
Ensure that all motions, votes, and adjournments are properly recorded
Help ensure that board meetings are conducted efficiently and remain concise

Section 5: Treasurer

The Treasurer shall:

Be responsible for monitoring the operating budget (in conjunction with the Director and President)
Safeguard all funds received by the Chamber and ensure proper disbursement
Ensures that a monthly financial report is provided to the board
Review the previous month’s Chamber bank statement with the Director and reconciles the bank accounts
Ensures the proper separation of duties and internal controls is maintained in all financial processes
Ensures that all conflicts of interest are properly reported by all Board members and Chamber staff and all the proper mitigation is put into place to reduce risk

No individual providing paid financial services to the Chamber, including but not limited to CPAs and auditors, may concurrently serve as Treasurer.

ARTICLE VI: POWERS CONFERRED UPON THE OFFICERS

Section 1: Contracts

The Officers shall have power in the organization's name to lease real estate and personal property and may enter into contracts of any kind in furthering the purposes of the Chamber.

Section 2: Bylaws

It shall be the duty of the Officers to carry into effect the purposes of the organization; to make, adopt, and/or amend bylaws, rules, and regulations for the government of the organization; to create and appoint subordinate officers and positions and prescribe the duties thereof.

Article VII: FINANCES

Section 1: Funds

All money paid to the Chamber shall be placed in a general operating fund. Unused funds from the current year’s budget can be placed in a reserve account.

Section 2: Disbursements

Upon approval of the budget, the President/Director and one other officer are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of all the board members. Expenditures that are less than $500 do not need to be authorized as long as they are within the approved budget parameters. Any expense for a product or service that exceeds $500, either for single purchase or yearly total service) needs to be bid out and approved by the board. See Article VIII for exceptions.

Checks above $500 are to be signed by two individuals listed on the back account.

Section 3: Investments

The Chamber may, if it chooses, invest Chamber money into CD’s and other investment opportunities to increase Chamber funds and ensure its continuity. Investments should be conservative in nature and maintain reasonable and timely liquidity as Chamber needs arise. Any kind of investment, or sell of investment, needs majority board approval and is required to be on the annual financial report.

Section 4: Fiscal Year

The fiscal year of the Chamber shall close on December 31.

Section 5: Budget

The officers shall adopt the budget for the coming year or approve budget expenses at monthly board meetings.

Section 6: Bank Account and Credit Cards

The Chamber shall maintain only one credit card for purchasing purposes. The following individuals shall be authorized to have access and be listed on the bank account:

The Director
The Board President
The Vice President
The Treasurer

No additional individuals shall be authorized or permitted to access the Chamber’s bank account or credit card.

ARTICLE VIII: PROCUREMENT POLICY

Section 1: Requirements for Bids

Any expense for a product or service exceeding $500, either for a single purchase or cumulative payments to a single vendor within a 12-month period, must be subject to competitive bidding. CPA and other financial services contracts must be rebid at least every three years.

Section 2: Steps for Bidding

If a product or service requires a bid, the Director will:

Release the bid to the public via the Chamber’s social media channels and other local postings to solicit at least three bids.
Provide a submission period of at least six weeks to allow vendors sufficient time to respond.

Once the bids are received, they will be presented to the Board of Directors at the next board meeting, or through email communication if the board is not meeting in a timely manner. The bid that receives a majority vote of the board will be accepted.

If the minimum of three bids is not met, the bid will be re-released an additional time to request the minimum three bids. If the minimum of three bids has still not been met after the 2nd attempt, the Board shall make a decision based on the bids submitted as well as other alternative businesses/service providers.

An exemption to the bidding process may be made when there is only one reasonable vendor, or a reoccurring vendor that the board has approved to stay with (ex. website services), with the majority vote of the Board of Directors.

Section 3: Conflict of Interest Reporting

If the Chamber makes a purchase or utilizes a service that benefits any board member of the Chamber, it needs to be:

Disclosed to the board before any discussion or decision
Documented in the board minutes (the disclosure, discussion, and decision)

The board member with the potential conflict must also recuse themselves from all discussion and voting on the matter.

ARTICLE IX: AMENDMENTS

Section 1: Revisions

These bylaws may be amended or altered by a majority of the board members at any regular or special meeting, provided that notice for the meeting includes the proposal for amendments. Any proposed amendments or alterations shall be submitted to the board members in advance of the meeting at which they are to be acted upon.