Superior Chamber 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 any membership level.
Section 2: Fees and Dues
Membership fees and dues shall be as established by the Board of Directors (hereinafter 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 member may resign from the Organization upon written notice to the Board.
- 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.
- 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.
Section 5: Equity and Inclusion
The Superior Chamber of Commerce believes that equal opportunity is important for the continuing success of our organization.
In accordance with state, federal, and municipal laws, this Superior Chamber of Commerce intends to comply with these laws which preclude negative discrimination because of race, disability, color, creed, religion, gender, age, sexual orientation, national origin, ancestry, citizenship, military status, or any other protected classification.
This policy applies to all activities of The Superior Chamber of Commerce including but not limited to employment, selection of volunteers, grantmaking, purchasing, and selecting vendors or consultants.
The Superior Chamber of Commerce defines “negative discrimination” to include (but not necessarily be limited to) denial of services, employment, or volunteer opportunities to any class of individuals in a manner that negatively restricts opportunities to that class of individuals.
Article III: MEETING
All meetings are open to the membership except meetings between the Board of Directors and legal counsel.
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, a 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
- The Board shall consist of nine (9) seats, three elected each year to rotating three-year terms.
- The Board may fill any vacant seats by appointment for any open seats for the remaining term of that seat.
- The Board may move directors from one seat to another by majority vote.
- At all times, at least three seats must be occupied by legal residents of Superior or by individuals having their primary place of employment or business address in Superior.
- No individual may serve more than six consecutive years on the Board of Directors.
- No member may have more than one representative seated on the Board of Directors at any time.
Section 3: Commencement of Term
The term of a board seat shall commence on July 1 of that year.
Section 4: Vacancies
In the event of a vacancy, said vacancy may be filled by an individual representing an active chamber member in good standing by a majority vote of the remaining Board members. A selection committee of three (3) individuals comprised of the Executive Director and two board members appointed by the Board of Directors shall select a candidate for the vacant seat to be presented to the Board for a vote. A Board member selected to fill a vacancy on the Board shall hold office until that seat’s next scheduled election.
Section 5: Quorum
At any meeting of the Board, a majority of the 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 Agreement 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 to equal the number of vacancies to be elected 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 5% 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
- Voting: Ballots may be mailed or sent by email to the Organization at least 20 days prior to the annual meeting.
- 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, two (2) Vice Presidents, and a Treasurer, all of whom shall be elected by the Board for one-year terms.
Section 2: President
- Prerequisite for becoming President is to have served on the Board of Directors for at least one full year.
- Presides over board meetings
- Responsible for board meeting agendas
- Attends as many events as possible as representative of the Board
- Has check-signing authority along with one other officer, as appointed
- Chairs the Executive Committee
Section 3: VP of Membership (VPM)
- Second ranking officer behind President
- Creates and chairs the Membership Committee
- Attends events, especially if President is unavailable
- Responsible for any activities impacting member recruitment and retention
- Acclimatize new members
- Survey membership
- Report at Board meetings
- Serves on the Executive Committee
Section 4: VP of Events (VPE)
- Creates and chairs the Events Committee
- Assist staff in development of events and programs
- Report at Board meetings
- Serves on the Executive Committee
Section 5: Treasurer
- Creates and chairs the Finance Committee
- Oversee accounting and safeguard funds
- Operate as Board liaison to bookkeeper and tax accountant
- Report profit and loss (P&L) and balance sheet actuals immediately following quarter-end
- Work with staff to create an annual budget
- Chair any scholarship activities of the Chamber
- Serves on the Executive Committee
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, 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 8: Election of Officers
The election of officers shall take place at the July Board of Directors meeting by duly-elected incoming Board members.
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 monies 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, less than $2,500, and no more than one year on contracts, provided for in the budget without additional approval of the Board. Any contracts that are multi-year and more than $2,500 are to be approved by both the executive director and the president. 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
As of the March board meeting, 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 shall be carried by the Chamber in an amount deemed sufficient by a majority vote of the Board of Directors
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, and such organization(s) are to be selected by the Board.
The above Bylaws were amended, approved and adopted by the membership in May 2020.