1.1    Application.  Any person, association, or corporation eligible to membership may acquire one or more regular memberships by undertaking to pay the annual dues of each such membership, and may designate an individual among its active employees to represent each such membership. 


1.2    Classification.  In addition to the elected directors, there shall be the following constituted directors with identical rights and privileges:

Past-President:  The Past-President of the Chamber shall serve for a term of one year immediately upon completion of his/her term of office.

Treasurer:  The Treasurer shall serve during the term of his/her office.

Other:  Each newly elected Board may at its discretion accept additional members representing other organizations with similar objectives or committees or divisions within the organization of the Gaylord Area Chamber of Commerce who shall serve for that board year only.


1.3    Nomination & Election.  The election of directors shall occur by November 1 of each year in the accordance with the following procedure.


A.     By September 1 of each year, the President, with the approval of the Board of Directors, shall appoint a Nomination Committee of active members, representative of the entire membership, to place in nomination a minimum of one name, of active members, to fill each vacancy occurring upon the Board of Directors.

B.     The Nominating Committee shall bring to the Chamber office its nominees on or before September 20. 

C.     The ballots shall be prepared and mailed prior to October 1 in such manner that the members may mark them and return them to the Election Board on or before October 15, either by mail, e-mail or by depositing same at the office of the Chamber. 

D.    The winners of the election shall be those candidates who have the greatest total number of votes cast in their favor and in the event of a tie vote for any director vacancy or vacancies occurring in the official election, the final selection shall be made by coin toss, by and under the direction of the Chamber President.


1.4    Meetings.  The Board of Directors shall meet not less frequently than once a month, at a regular time and place as may be determined by them.  Unexcused absence from three consecutive regular meetings shall be construed as a resignation.


1.5    Reports.  The Board of Directors shall submit in writing at the annual meeting a full report of the work and finances of the Chamber.



1.6    Quorum.  A majority of the Board of Directors shall constitute a quorum at any meeting.


1.7    Voting.  Any person, association, corporation, partnership, estate or other type of business entity holding one or more regular memberships shall be entitled to cast only one vote.


1.8    Termination.  Any member, including designated representatives, will be removed from Chamber marketing materials for nonpayment of dues within a reasonable time as fixed by the Board of Directors.  No member may be terminated without the opportunity of a hearing before the Board of Directors at a proposed time and place and after reasonable notice.  Any member, upon written request to the Board of Directors and the payment in full of all dues or other financial obligation for the current year, may resign from the Gaylord Area Chamber of Commerce.  In the event of a death, removal from the area of a member, or in consideration of business changes or reverses, the Board of Directors may cancel all dues or other financial obligations.




2.1  Members.  The government of the Chamber, direction of its work, establishment of its policies and control of its property shall be vested in a Board of Directors consisting of six members elected by the membership, one-third of whom normally shall be elected annually by the membership for a term of three years, as hereinafter provided; and no director shall be eligible for re-election until after the lapse of one year from his/her term as director.  The directors shall have power to fill all vacancies on the Board for the duration of the term.  Of the first directors elected 1/3 shall be elected for three years, 1/3 for two years and 1/3 for one year.  Thereafter members shall be elected annually for three year terms.




3.1  Election. At the first regular meeting in January, the members of the Board of Directors shall meet and elect for the ensuing year:  a President, Vice President and Treasurer.


3.2  President.  The President shall preside at all meetings of the Chamber, Board of Directors, and Executive Committee and perform all duties incident to this office.  He/she shall be subject to the provision of these By-Laws and the approval of the Board of Directors, appoint all committees. He/she shall at the annual meeting of the Chamber, and at such other times as he/she may deem proper, commend to the membership of the Board of Directors such matter and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.


3.3  Vice President.  The Vice President shall act in the absence of the President; and in the absence or disability of the President and Vice President a member of the Board of Directors shall be chosen to act temporarily.  The Vice President shall be responsible for keeping a written record of all Chamber, Board of Director and committee meetings.  The Vice President shall be responsible for maintaining and circulating agendas and minutes. 


3.4  Treasurer.  The Treasurer shall be responsible for the proper receipt and disbursement of funds of the Chamber.  He/she shall keep all monies of the Chamber deposited in its name.  At frequent intervals he/she shall make reports to the Board of Directors.  The treasurer will submit a financial statement and written report of the year’s work at the close of each fiscal year. 


3.5  Executive Director.  The Executive Director shall be the chief administrative officer of the Chamber, subject to the direction of the Board of Directors.  It shall be his/her duty to conduct official correspondence, preserve all books, documents and communications.  He/she shall have general supervision over all employees of the Chamber.  He/she shall perform such other duties as may be incident to this office, subject to the Board of Directors.




4.1  Budget.  The Treasurer shall submit a proposed detailed budget of expenditures to the Board of Directors at its organizational meeting and, when passed by the Board, with or without modification, the budget shall be the appropriation measure of the Chamber.  All recommendations for expenditure outside the budget shall be submitted to the Board of Directors.


4.2  Dues.  Dues shall be due annually on January 15.  Dues for new members may be prorated for the fiscal year as of the first of the month in which the member is admitted. 


4.3  Audit.  The Treasurer may arrange for an annual audit of the financial records and accounts of the Chamber and a report therefrom to the Board of Directors.




5.1  Annual Meeting.  The annual meeting shall be held within the months of October or November, the date and place and hour to be designated by the Board of Directors. 


5.2  Membership Meetings.  The Board of Directors may call, in addition to the annual meeting, additional membership meetings each fiscal year.  It may provide for holding further meetings upon petition signed by ten percent of the membership.


5.3  Notice.  Notice of all membership meetings shall be given to each member by mailing or electronic mailing notice to the last known address at least seven days in advance. 


5.4  Board of Directors.  A special meeting of the Board of Directors may be called at any time by the President or two directors, provided that if called by other than the President, such call shall be issued to each director not less than twenty-four hours before the meeting and the purpose shall be stated.


5.5  Attendance.  Any member may attend any meeting of the Board of Directors or committees; beyond the right to address the body or more than twice for a ten minute duration each, his participation shall be the discretion of the President and he/she shall not be entitled to vote. 




6.1  The fiscal year shall end the last day of December.  The elective year shall coincide with the fiscal year.




7.1  The proceedings of the Chamber meetings shall be governed by and conducted in accordance with the latest edition of Roberts’ Manual of Parliamentary Procedure.




8.1  These By-Laws may be amended by a majority vote of the members in good standing in attendance at any regular or special meetings, provided that such proposed amendments shall be plainly stated in the call for the meeting. 




9.1  These By-Laws adopted by the Gaylord Area Chamber of Commerce are effective on May 21, 2015.


Signed:  Pauline Marlinski, Chamber President

Signed:  Amy Newsom, Executive Director