Superior Chamber of Commerce Bylaws

Article l: GENERAL

Section 1: Name

This organization is incorporated under the laws of the State of Colorado and shall be known as the Superior Chamber of Commerce (here in after the "Organization").

Section 2: Mission

The mission of the Superior Chamber of Commerce is to strengthen, support and promote the economic vitality of our member businesses and the community of Superior.

Section 3: Limitation of Methods

The Organization 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, lawful business entity, partnership, government or estate having an interest in meeting the objectives of the Organization may be eligible to apply for membership and, upon acceptance, may join at the regular membership level or at a sponsorship level.

Section 2: Fees and Dues

Membership fees and dues, as well as Sponsorship fees and dues, shall be as established by the Board of Directors (here in after the "Board"). The Board has the right to alter fee structures for membership to the Organization as is necessary in the best interest of the organization.

Section 3: Termination of Membership

a. A member may resign from the Organization upon written notice to the Board.

b. A membership may be terminated by the Board, upon majority vote, for nonpayment of dues or fees after sixty (60) days past due, unless extended for good cause.

c. A membership may be terminated, upon majority vote of the Board at a regularly scheduled Board meeting, for conduct prejudicial to the aims or reputation of the Organization. Ten (10) days notice and a hearing before the Board shall be afforded the subject membership.

Section 4: 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.

Article III: MEETING

Section 1: Annual Meeting

The Organization shall hold an annual meeting. The time and place shall be fixed by the Board.

Section 2: General Meetings

The Organization may conduct general meetings on a regular basis.

Section 3: Special Meetings

Special meetings may be called by the Board at any time, or upon petition in writing of any five (5) members in good standing.

Section 4: Board Meetings

Meetings of the Board may be called by the President or by the Board members upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each member of the Board at least one (l) day prior to said meeting.

Section 5: Quorums

At any duly called meeting of the Organization, majority of the Board members shall constitute a quorum.

Section 6: Notices, Agenda, Minutes

Written notice of all Organization meetings must be given at least ten (l0) days in advance unless otherwise stated. An advance agenda and minutes must be prepared for all meetings.

Article IV: BOARD OF DIRECTORS

Section 1: Authority

The governing and policy-making responsibilities of the Organization shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.

Section 2: Composition of the Board

a. The Board shall consist of ten (l0) members.

b. Subject to subsection c., the eligible voting members shall elect directors for a term of two years.

c. If more than four (4) vacancies exist, the additional vacancies shall be designated by the Board for election for a term of (l) year.

Section 3: Commencement of Term

Each person elected to the Board shall assume office on the 1st day of the month following the annual meeting.

Section 4: Vacancies

Any vacancy on the Board may be filled by a majority vote of the remaining Board members. A Board member selected to fill a vacancy on the Board shall hold office until the next election.

Section 5: Quorum

At any meeting of the Board a majority of the number of Directors in office shall constitute a quorum for the transaction of business.

Section 6: Absence

A member of the Board who shall be absent from three (3) consecutive meetings of the Board during their term of office shall automatically be removed from the Board of Directors unless confined by illness or other absence approved by a majority vote of the other members of the Board.

Section 7: Fees

No person will be paid a fee to serve on the Board of Directors.

Section 8: Termination

Each member of the Board will be held to an annual Board Contract to serve the Chamber to the best of their ability. If actions of a board member do not reflect the mission of the Chamber, then that Board member’s position shall be brought to the other members of the board for termination by a majority vote.

Article V: ELECTION OF DIRECTORS

Section 1: Nominating Committee

The Board shall appoint a Nomination Committee of five (5) members of the Organization no later than ninety (90) days prior to the annual meeting. Forty-five (45) days prior to the annual meeting, the Committee shall present to the Board a slate of candidates of not less than the number of vacancies to be elected plus one to the Board.

Section 2: Publicity of Nominations

Upon receipt of the report of the committee the Board shall immediately notify the membership by mail or e-mail of the names of the persons nominated as candidates for members of the Board and of their right to petition.

Section 3: Nominations by Petition

Additional names of candidates for Board members can be nominated by petition bearing the signatures of at least 25% of the members of the Organization. Such petition shall be filed with the Committee within ten (l0) days after the nominating committee presents its report to the Board. The determination of the Committee as to the validity of the petition(s) shall be final. A letter of acceptance by the nominee must accompany a nomination by petition.

Section 4: Ballots

Nominations shall close at the end of the designated ten (10) day period. A ballot listing all candidates in alphabetical order shall be prepared and sent to all Organization members.

Section 5: Election of Board of Directors

a. Voting: Ballots may be mailed or sent by email to the Organization at least 20 days prior to the annual meeting.

b. Counting of Ballots: The Nomination Committee shall tally and announce results of ballots. The results shall be announced to the general membership at the annual meeting. The persons with the highest vote totals shall be elected, in order, until all vacancies have been filled.

Article VI: OFFICERS

Section 1: Officers

The officers shall be members of the Board and shall include a President, Vice President, Treasurer, and Secretary, all of whom shall be elected by the Board for one-year terms.

Section 2: President

The President shall be the Chief Executive Officer of the Organization and President of the Board. The President shall preside at all meetings of the Organization and of the Board and shall appoint, with the Board's ratification, all committees unless otherwise provided for in the bylaws.

Section 3: Vice-President

The Vice-president shall perform the duties of the President in the absence of the President. The Vice President will chair such committees as designated by the President and approved by the Board.

Section 4: Treasurer

The Treasurer shall be responsible for overseeing the accounting and safeguard of all funds received by the Organization and for their proper disbursement. Each month the Treasurer shall present to the Board, balance sheets for the previous month, line itemized to correspond with the annual budget or approved amended budget.

Section 5: Secretary

The Secretary shall keep accurate minutes of all meetings and shall be responsible for the overseeing of the giving of notice of meetings of the Board and the Organizations. The Secretary may request help from the Organization's office personnel or Board members for the taking of minutes and recording of the same.

Section 6: Executive Director

The Executive Director shall be hired by majority vote of the Board and shall, among other duties as prescribed by the Board, shall serve as custodian of the records and valuable papers of the Organization. The Executive Director shall serve as registered agent for the Organization at its place of business.

Section 7: Election of Officers

The election of officers shall take place at the first Board of Directors meeting following the annual dinner. Such special meeting shall include all returning Board members and all newly elected Board members and shall be for the limited purpose of electing officers for the new term.

Article VII: COMMITTEES

Section 1: Authority

The Board shall authorize and define the powers and duties of all committees.

Section 2: Limitation of Authority

No action by any member, committee, Director, or Officer shall be binding upon, or constitute an expression of the policy of the Organization until it shall have been approved or ratified by the Board.

Article VIII: FINANCES

Section 1: Funds

The Organization 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 of the Organization, except for purchases made in the normal course of business.

Section 2: Deposit and Withdrawal of Funds

The moneys of the Organization shall be deposited in its name in such financial institution(s) as the Board shall designate and shall be drawn out only on checks signed in the name of the Organization by such person(s) as the Board selects. Automatic bank drafts (medical insurance, etc.) may be made with Board approval.

Section 3: Disbursements

Upon approval of the budget and subject to Board policy, an authorized signor is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board. All disbursements shall be by check or check card.

Section 4: Fiscal Year

The fiscal year of the Organization shall be the calendar year.

Section 5: Budget

By the December board meeting, if not sooner, a committee shall compile a budget of estimated expenses for the coming year and submit it to the Board for its approval.

Section 6: Annual Review

The accounts of the Organization shall be reviewed annually as of the close of business on December 31st.

Article IX: PROCEDURE

Section 1: Parliamentary Authority

Robert's Rules of Order, Revised shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with these bylaws.

Section 2: Final Source of Authority

Colorado Revised Statutes shall be the final source of authority governing the Organization where not provided in these Bylaws or Articles of Incorporation.

Article X: INDEMNIFICATION

Section 1: Officer and Director Indemnification

Each director and officer of the Organization shall be indemnified by the Organization against all expenses, penalties and liabilities, including attorneys fees, reasonably incurred by or imposed upon them in connection with any claim, demand, action or proceeding, whether civil or criminal, or in connection with any settlement thereof to which he/she may be a party or in which he/she may become involved by their being or having been a director or officer at the time such expenses, penalties or liabilities are incurred except in cases where he/she shall be adjudged in such action or proceeding to be liable for willful misconduct in the performance of his/her duties as such director or officer. The right of indemnification herein provided shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled and the right of indemnification herein provided shall inure to the benefit of the personal representatives of the deceased director and officer. Directors and Officers Insurance is carried by the Chamber.

Article XI: AMENDMENTS

Section 1: Amendments

These Bylaws may be amended by a two-thirds (2/3) vote of the Directors then in office, presented at a regular Board meeting; provided that notice of any proposed amendment to these Bylaws shall have been made to each member of the Organization preceding the date of the meeting at which action on the same is to be considered. No amendment to these Bylaws shall render them in conflict or inconsistent with the Articles of Incorporation or Colorado Law.

Article XII: DISSOLUTION

Section 1: Distribution upon Dissolution

On dissolution, no part of the money, funds or property of the Organization shall inure to or be distributed to its members. All such money, funds or property shall be distributed to one or more similar non-profit organizations carrying out one or more of the objectives and purposes of this Organization, such distributee is to be selected by the Board.

The above Bylaws were amended, approved and adopted by the Board of Directors on November 24, 2008.

Christine Labozan

Secretary, Superior Chamber of Commerce