BY-LAWS of THE SPANISH FORK AREA CHAMBER OF COMMERCE

Name and Purpose
 
Section 1:             Pursuant to the Articles of Incorporation, the name of this organization shall be known as the Spanish Fork Area Chamber of Commerce.
 
Section 2:             Pursuant to the Article of Incorporation, the purposes of the Chamber of Commerce are to provide a medium for the interchange of ideas, practices, and ethics in the field of industrial; commercial, and business development; to render constructive civic consciousness by means of active participation in constructive projects which will improve the community, state, and nation; to work in harmony with other organizations having similar aims as those of the Chamber of Commerce. 

Section 1:

Membership
 
Any person may apply for membership in the Spanish Fork Area Chamber of Commerce upon forms of application for membership prescribed by the Board of Directors.
 
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.
   
Section 3:

Duration of Membership 

A.            Membership has renewed annually in the month the business originally joined. Membership in the Spanish Fork Area Chamber of Commerce shall terminate upon death or the dissolution of the firm, corporation, or other organization and may, at the option of the member, terminate upon the removal of Spanish Fork City.
 
B.           Membership in the Spanish Fork Area Chamber of Commerce may be terminated for non-payment of dues, or for conduct unbecoming a member, by a majority vote of the Board of Directors at any regular or special meeting; provided that written notice of the proposed action and 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.

Section 4:

Anti-Discrimination and Anti-Harassment Policy
 
A.      The Spanish Fork Area Chamber of Commerce (The Chamber) has a zero-tolerance policy prohibiting discrimination, harassment, or sexual harassment in any form. For this reason, it will be the policy of The Chamber to comply with all applicable federal, state, and local laws relating to discrimination or harassment. 

B.     Chamber members should remain neutral in matters involving race, gender, age, sexual orientation or sexual identity, political or religious affiliation, and will conduct themselves in a manner free of discrimination, harassment, or sexual harassment. 

C.     Members participating in Chamber activities that are found to have discriminated against a fellow chamber member or harassed them risk their participation in future chamber events and activities and/or even their membership in the chamber. If there is any accusation of discrimination or harassment, the chamber will defer to our Member Code of Conduct policy for the next steps. 

Board of Directors and Election Thereof
 
Section 1:             The Board of Directors of the Spanish Fork Area Chamber of Commerce shall consist of twelve directors to be elected by the membership.
 
Section 2:             The election of Directors shall be held during the 3rd quarter of each year in the manner hereafter set forth, and the newly elected directors shall take office in January of the following year after the election.
 
                               2a:         Recruitment efforts in the form of paper or electronic applications can begin at the boards' discretion any time prior to August
 
Section 3:             Voting shall be by written or Electronic ballot by active members only and no member shall cast more than one vote. Voting by proxy shall not be permitted. Only members in good standing shall be permitted to vote.
 
Section 4:             Directors shall be elected for a term of two (2) years, six (6) of whom shall be elected on the even-numbered years and six (6) on the odd-numbered years. If there have been board members which need to relinquish their seats before their term ends, there may be more or fewer directors elected in any given year to make the total count twelve (12).
 
Section 5:             The Nominating Committee of the Chamber of Commerce shall be all past Chairmen or those that the past Chairman invites. The chairman of the Nominating Committee shall be the immediate Past Chairman of the Spanish Fork Area Chamber of Commerce. The chairman will call a meeting of the Nominating Committee Prior to August to nominate candidates for the office of Director from among the members in good standing. The Nominating Committee shall not nominate a person unless he/she is willing to accept the full responsibilities of the Director and is willing to serve if elected.
 
Section 6:             The Nominating Committee shall present to the Board of Directors at its regular board meeting a list of nominees for election double the number to be elected. In addition to the nominations made by the Nominating Committee, any member in good standing may become a candidate for election to the Board of  Directors. If there are just enough candidates chosen by the committee with those that are submitting themselves for candidacy, to fill the upcoming vacancies. There will be an election held and chamber members will be informed of the status of the election.
 
Section 7:             No directors subject to election shall be elected or hold office for more than three (3) consecutive terms of two (2) years each.
 
Section 8:             Any time in the 3rd quarter ballots shall be mailed or emailed to the membership for voting and the ballots must be returned no later than two weeks after the email is sent at Midnight p.m. to be eligible for counting.
 
Section 9:             If any vacancy on the Board of Directors occurs, it shall be filled by the next highest vote recipient on the ballot of prospective Board of Directors. Any director so appointed shall serve for the remainder of the term for which his/her successor shall have been elected and assume office as here-in-above set forth. If there are less than 6 months remaining in a term when a board member resigns, the vacancy is filled in the next election. If there are 7 or more months left in a term, and the next highest candidate on the ballot is not available to fill the vacancy, a special election can be held at the boards' discretion.

Voting
 
Section 1:             Only Elected members of the Board of Director will be allowed to vote at any chamber quorum or meeting. Elected members consist of 3 Executive Board members; Chairman, Vice-Chairman, and Immediate Past Chairman. And 12 elected Board members.
 
                               Any members assigned to the board are not eligible to vote, such as representatives from the City, Rotary, and the paid employees of the chamber; the President/CEO & Director of Office Administration. The Treasurer and Secretary may not vote unless they are an elected board member at the current time.

Officers
 
Section 1:             The officers of the Spanish Fork Area Chamber of Commerce shall be a Chairman, a Vice-Chairman, and the President/CEO, the first two of whom must be chosen from the members of the Board of Directors. The office of Secretary and Treasurer may be held by the same person at the discretion of the Board of Directors. Officers and Secretary shall hold their office for a period of one (1) year or until their successors are elected and qualified. The Secretary and the Treasurer are to be nominated by the incoming Chairman and ratified by the Board of Directors. 
 
Section 2:             Within thirty (30) days after the annual election of directors, the directors for the current year shall meet and choose officers for the ensuing year, subject to the provision of Sections three (3) and four (4) here-in-after set forth. Officers to be elected are Vice-Chairman.
 
Section 3:           The Vice-Chairman must be chosen from those directors elected to office by a vote of the Chamber of Commerce membership. THE VICE-CHAIRMAN IS NOMINATED FROM THOSE WHO HAVE SERVED AT LEAST ONE YEAR ON THE CURRENT BOARD OF DIRECTORS. He/she shall automatically succeed to the office of Chairman of the Spanish Fork Area Chamber of Commerce following the year of his/her selection as Vice-Chairman. In the event that the Chairman resigns, dies, or is removed from office, the Vice-Chairman shall automatically succeed to the office of the Chairman.
 
Section 4:             The Treasurer of the Spanish Fork Area Chamber of Commerce shall be a Chamber member and may or may not be on the Board of Directors, and shall be elected by a majority vote of the Board of Directors of the Spanish Fork Area Chamber of Commerce.
 
Section 5:             The Board of Directors may remove any officer or employee at any time. All persons shall be elected and employed subject to the provisions hereof.
 
Section 6:             If the office of Chairman, Vice-Chairman, or Treasurer shall become vacant by reason of death, resignation, disqualification, removal, or otherwise, the Board of Directors, by majority vote, may elect successors who shall hold office for the unexpired term. The office of the Chairman is to be filled by the Vice-Chairman.

Duties of Officers
 
Section 1:             The Chairman ; shall preside at all meetings of the membership and at all meetings of the Board of Directors, and shall be an ex-officio member of all regular and special committees.
 
Section 2:             The Vice-Chairman will have such duties as may be assigned by the Chairman. The Vice-Chairman shall act in lieu of the Chairman when the Chairman is unable to act,
 
Section 3:             The Secretary will take the minutes of all meetings and provide copies as needed.
 
Section 4:             The Treasurer shall have charge of the financial affairs of the Chamber. He/she shall keep, or cause to be kept by the Chamber office staff, accurate books of account and shall make full reports of all transactions at the monthly Board Meetings.
 
Section 5:             The Chamber President/CEO is a paid staff member of the Chamber. Their duties and income will be designated by the Chamber Chairman and Board of Directors. Any increase in salary must be approved by the Board of Directors.

Powers Conferred Upon the Board of Directors
 
Section 1:             The Board of Directors shall have power in the organization’s name to sue and to hold, sell or lease real estate and personal property, to incur debts, to borrow money, giving therefor notes of the organization signed by two or more officials duly authorized by the Board of Directors for the purpose, and may enter into contracts of any kind furthering the purposes of the Chamber.
 
Section 2:             It shall be the duty of the Board of Directors to carry into effect the purposes of the organization; to make, adopt, and/or amend By-Laws, rules, and regulations for the government of the organization; to create and appoint subordinate officers and positions and to prescribe the duties thereof.

Committees
 
Section 1:             Executive Committee. The Executive Committee shall consist of the Chairman, the Vice-Chairman, and the immediate past Chairman, and the President/CEO, and shall have authority to exercise the powers of the Board of Directors in the ordinary business and affairs of the Chamber between meetings of the Board. Minutes of the meetings of such committees shall be kept by the secretary and shall be presented to the Board of Directors at its next regular meeting for approval or rejection said by the Board of Directors.
 
Section 2:             With the approval of the Board of Directors, the Chairman shall establish such other committees, standing or otherwise, which are deemed necessary by the Board of Directors to further the purposes of the Chamber.
 
Section 3:             The Board of Directors shall annually review the committee structure and prescribe such changes as are required to advance the Chambers work.
 
Section 4:             The past Chairman’s of the Chamber shall be known as the Past Chairman committee. The immediate past Chairman shall be the committee chairman each year. This committee shall undertake such assignments as may be given it from time to time by the Board of Directors. The Past Chairman committee is the Nominating Committee. The Past Chairman Committee shall meet at least once a year or as often as the immediate past Chairman determines.

Meetings
 
Section 1:             Meetings of Board of Directors shall be held monthly or at the discretion of the Board of Directors. Notice of said meetings shall be mailed or emailed to all members of the Chamber at least five (5) says in advance of such meetings. A quorum for the said meetings shall consist of two-thirds (2/3) of the elected directors.
 
Section 2:             Meetings of the members may be held at such other times as the Chairman or Board of Directors may determine, or upon the written request of twelve(12) members in good standing; provided, that when called otherwise than by the Chairman or the Board of Directors, notice shall contain a statement of the purpose of the meeting, and shall be given at least two (2) days preceding the meetings.
 
Section 3:             At all membership special meetings, twelve (12) members in good standing shall constitute a quorum, at all director’s meetings one-half (1/2) shall constitute a quorum. Business, in either case, shall be transacted by a majority vote of those in attendance.
 
Section 4:             The Board of Directors shall meet regularly. Periods to be determined by the Board. After two absences a Board member will be given written notice that a third consecutive absence will result in automatic dismissal. There is to be no more than 4 absences in a calendar year. After 4 absences, there will be an automatic dismissal. Written notice of dismissal will be mailed to the individual.
 
Section 5:             A special meeting of the Board of Directors may be called by the Chairman or by three (3) Directors, provided, that when called otherwise than by the Chairman, notice shall be given to each Director, stating the purpose of the meeting not less than two (2) days preceding the meeting. 
 
Section 6:             A minimum of 2 committee members shall constitute a quorum. All recommendations of a committee must be approved by the Board of Directors before final action is taken. Members of the Board of Directors of the Spanish Fork Area Chamber of Commerce shall be members of all committees with the power to discuss and make recommendations and vote.
 
Section 7:             Parliamentary procedures at the meetings of the Board of Directors and of the committees shall be governed by Roberts Rules of Order.

Fiscal Year
 
Section 1:             Except as may be otherwise provided, by the Board of Directors, the fiscal year of the Chamber shall be the calendar year.

Amendments
 
Section 1:             These By-Laws may be amended by a quorum vote of the Board of Directors in attendance at any regular meeting or any special meeting called for that purpose, provided that such amendments shall be plainly stated in the notice of the meeting at which they are to be considered.
 
Section 2:             Notice of meetings at which such amendments are to be considered, must be mailed to each Director at least five (5) prior to the time of the meeting.
 
Section 3:             These By-Laws shall be effective immediately following their adoption by a quorum vote of the Board of Directors.
 
 
Section 4:          These By-Laws adopted at the Board of Directors meeting on:   This the 10th day of June, 2021