Mukilteo Chamber of Commerce
The Mukilteo Chamber of Commerce is an organization dedicated to promoting business development and economic growth in the greater Mukilteo area. The Chamber works to build and maintain a business-friendly environment in greater Mukilteo. As the voice of the business community, the Chamber serves as the leading advocate for business on issues that concern its members. The Chamber also keeps members informed on matters of special interest, refers customers to our business members, hosts networking opportunities, sponsors and participates in community events, promotes tourism, and assists members with employee benefit programs.
ARTICLE I – ORGANIZATION
NAME. The name of the organization will be The Mukilteo Chamber of Commerce, (the Organization, MCC), and it will be an incorporated non-profit/not-for profit organization.
ORGANIZATION ACTIVITIES. This Organization will be nonpartisan, nonsectional, nonsectarian, and nonprofit.
ACTIVITIES. The Mukilteo Chamber of Commerce is organized for the purpose of encouraging, advancing, and representing commercial industrial, and general interests In the greater Mukilteo area; to promote Integrity and to encourage fair business practices among its members; to acquire and disseminate information of value; (to prevent or adjust business-related controversies); to represent our area in matters of community and public Interest; and to promote fellowship among members. Subject to majority approval of the Board, the Board of Directors shall have the specific authority to publicly and/or privately advocate positions, on behalf of membership, which are consistent with the purposes for which this Chamber is organized.
ARTICLE II – MEMBERSHIP
CLASSIFICATION. The Mukilteo Chamber of Commerce will be composed of Active, Associate, Retired, Nonprofit, and Honorary members. Business persons of good standing, who live and/or work in greater Mukilteo and/or the surrounding area, and are interested in the growth and development of the Mukilteo area will be eligible for Active and Retired membership. Honorary and Nonprofit members will have all of the privileges of Active and Retired members.
MEMBERSHIP. Any member in good standing may sponsor a local business person or local retired person to join the Organization by presenting a completed application for membership to the Board of Directors for approval. Upon Board approval and payment of dues, the new member should be presented by his/her sponsor at the next regularly scheduled general meeting and introduce the new member to the membership-at-large.
ACTIVE MEMBERSHIP. Any active business or individual business person who lives or works in the Mukilteo area is eligible for active membership In the Organization. Each business or individual member will have one vote.
ASSOCIATE MEMBERHIP. Any business person who is an employee of a member or member company may become an Associate Member. Associate Members are not voting members.
RETIRED MEMBERSHIP. Any retired business person who resides in the general Mukilteo area and is interested in participating in our activities is eligible for membership. Each retired member will have one vote.
NONPROFIT. Nonprofit membership may be extended, at the Board’s discretion, to an individual or entity that is registered with the State of Washington as a nonprofit corporation.
HONORARY MEMBERSHIP. At the designation of the Board of Directors, the Mayor of Mukilteo, members of the City Council, the City Administrator, the Police Chief, the Fire Chief, a representative from each of the Everett Area Chamber of Commerce and the Snohomish County Economic Development Council, retired members of the Organization, and other citizens who have rendered distinguished community service are eligible for membership. Honorary members are not voting members.
DUES. Annual dues from any member, Active, Retired, Nonprofit, or Honorary, will cover a period of twelve months from the date of joining. The amount each year will be recommended by the Board of Directors and approved by the general membership to become effective January 1 of the following calendar year. Dues of new Active and Retired members may be prorated semiannually if a member joins after July 1. Dues for Retired and Associate members will be set by the Board. Dues for Nonprofit and Honorary members may be waived at the discretion of the Board.
RESIGNATION. All resignations will be tendered in writing to the President, who will convey it to the Board of Directors.
ARTICLE III – GOVERNMENT
BOARD OF DIRECTORS. The Mukilteo Chamber of Commerce will be governed and directed by a Board of Directors: which will consist of ten members: the President, Vice President/President-Elect. Secretary, Treasurer, Immediate Past President, and five directors consisting of the following: Director of Member Services, Director of Business Affairs, Director of Special Projects, and two Directors At Large. The Board will be elected by the general membership as hereinafter provided. Elected officials may not hold an office or board position during their term of public office.
BOARD MEETINGS. The Board of Directors will adopt the rules and regulations for conducting the business of the Organization, appoint Honorary members, and fill any office or board vacancies that may occur for the remainder of that term. The Directors will meet at the call of the President or at the request of three members ofthe Board.
MEMBER APPROVAL. The Board of Directors will review applications of persons or groups wishing to address or solicit the Organization or general membership and will approve only those applicants whose requests seem pertinent to the best interests of the Organization.
FINANCIAL OBLIGATIONS. No funds may be appropriated to an applicant without a majority vote of the Board present at that particular meeting. No member may incur indebtedness on behalf of the Organization without prior approval of the Board. The President may, without Board approval, have the discretionary power to approve expenditures up to $100.
ARTICLE IV ‑ OFFICERS
PRESIDENT. The President will preside over all general and Board of Directors’ meetings of the Organization, appoint all committee chairpersons; and at the end of the term, make available to the incoming president all information necessary to maintain operations of the Organization. The term of: President will be for one year, from January 1 to December 31.
VICE PRESIDENT/PRESIDENT-ELECT. The Vice President/President-Elect will be the President-Elect for the comingyear end shall succeed the President without further election, and will, in the absence of the President, the Vice President/President-Elect will preside over meetings. The Vice President/President-Elect will be an ex-officio member of all committees, will hold at his or her option quarterly meetings of committee chairpersons and Directors, advising the President of committee items, decisions, and items for funding that need to be brought before the Board of Directors. If the office of President becomes vacant, the Vice President/President-Elect will assume that office for the remainder of the unexpired term. The term of Vice President/President-Elect will be for one-year from January 1 through December 31.
SECRETARY. The Secretary will be responsible for initiating and answering Organization correspondence, maintaining all books, records, documents, and communications; maintaining an accurate record of proceedings of the Organization, the Board of Directors, and reports from all committees. At the expiration of term of office, the Secretary will deliver all books, records, and supplies to the Board of Directors. The term of office will be from January 1 through December 31. The Secretary may, at the request of the Board of Directors and upon approval of the general membership, serve one or more consecutive terns.
TREASURER. The Treasurer will oversee the the Bookkeeper. Oversee the payment of all bills and deposits of funds properly in the bank of the Organization. The Treasurer has check signing authority, oversees an accurate record of the accounts and delivers reports to the Board of Directors each month and returns supplies at the expiration of term of office: The Treasurer will be chairperson of the Budget Committee. The term of office will be from January 1 through December 31. The Treasurer may, at the request of the Board of Directors and upon approval of the general membership serve one or more consecutive terms. The Bookkeeper will be Licensed and Bonded.
DIRECTOR, MEMBER SERVICES. The Director of Member Services will be responsible for recommending applicants to the board for approval. The Director of Member Services will direct the activities of the membership committee and work with the Board and the committee to seek out and solicit membership from persons in the business community and will also direct the social committee and planning of social activities of the Organization. The terms of the Director of Member Services will be for one year from January 1 through December 31 and he/she may, at the request of the Board of Directors and upon approval of the general membership serve one or more consecutive terms.
DIRECTOR, SPECIAL PROJECTS. The Director of Special Projects will be responsible for forming, directing, and overseeing the activities and work of committees formed for any special projects in which the Organization engages. The project may include, but are not limited, to fundraising and beautification. The Director of Special Projects will oversee the fundraising activities of the Organization including but not limited to the annual poster project. The term of the Director of Special Projects will be for one year from January 1 through December 31, and he/she may, at the request of the Board of Directors and upon approval of the general membership, serve one or more consecutive terms.
DIRECTOR, BUSINESS AFFAIRS. The Director of Business Affairs will be responsible for forming, directing, and overseeing the activities and work of committees formed to deal with matters which directly affect businesses in the Mukilteo area. This may include, but is not limited to, the Organization’s monthly business meeting programs, member education, public relations, government affairs, tourism and economic development.
IMMEDIATE PAST PRESIDENT. The immediate Past President will serve on the Board from January 1 through December 31.
DIRECTORS AT-LARGE. There will be two Directors At-Large. The term of office of each Director will be for two years, one of the two directors being elected each year. Director #1 is elected in odd-numbered years: Director #2 is elected in even-numbered years.
In the event that an office is shared (for example, Co-Secretaries, Co-Directors of Special Projects, etc.), the office will have only one vote on the Board.
ARTICLE IV-A CHAMBER STAFF
EXECUTIVE DIRECTOR POSITION
The role of the Executive Director is to design, develop and implement strategic plans for the Mukilteo Chamber in a cost-effective and time-efficient manner. The Executive Director is also responsible for the day-to-day operations, including managing committees and staff and developing business plans in collaboration with the Board for the future of the organization. The Board grants the Executive Director the authority to run the organization. The Executive Director is accountable to the President of the Board and reports to the entire Board on a monthly basis. The Board may offer suggestions and ideas about how to improve the organization, the Executive Director decides how best to implement these ideas. The Executive Director is a leadership role for the organization and often fulfills a motivational role in addition to office-based work. The Executive Director motivates and mentors members, volunteers, and staff, and chairs committees. The Executive Director needs to be informed of everything that goes on in the Chamber. This includes staff, membership, budget, organization assets, and all other resources, to help make the best use of them and raise the Chamber’s profitability and profile. The Board can designate other duties as necessary.
ARTICLE V – COMMMITTEES
Committees will be formed to work with the Board of Directors and membership to fulfill the objectives of the Organization. No committee or chairperson thereof will have the authority to commit the Organization financially or in any matter of general policy without prior approval of the Board of Directors.
CHAIRPERSONS. At the beginning of each year the President will appoint chairpersons for each of the listed committees who act as chairperson of that committee for the subject year, coordinating activities with the Vice President, recruiting and organizing help as needed, and keeping records to be given over to the Board of Directors at the end of term.
STANDING COMMITTEES. Standing committees will include; but not be limited to the following:
MEMBERSHIP. To promote new memberships for the Organization.
PROGRAM. To arrange for speakers and special information programs.
FUNDRAISING. To organize and promote fundraising activities for the Organization, which will in turn benefit the community.
SPECIAL PROJECTS. To deal with special issues or projects as deemed necessary by the President or Board of Directors.
GOVERNMENT AFFAIRS. To monitor local political issues and inform the membership of such.
TOURISM. To promote, advance, end organize tourism and general tourist within the City of Mukilteo and surrounding area.
SOCIAL. To promote and organize social activities for the membership, including but not limited to, after-hours meetings, awards. parties, Christmas Tree Lighting ceremonies, and Citizen of the Year.
PUBLIC RELATIONS. To compile the Organization bulletin and advise local media of Organization or community events.
BUDGET. To propose a yearly budget for the Organization. The Treasurer will chair this committee. The budget will be proposed to the Board of Directors in November for the coming year.
NOMINATING. To recruit and select members interested in becoming officers of the Organization. The committee will consist of three members appointed by the President. It will present a slate of candidates to the general membership at the September October general meeting.
HOUSE. The Sergeant-At-Arms will be responsible to see that the meeting place is in order and that the meeting shall run smoothly. He/She will conduct the meeting raffle.
ARTICLE VI – MEETINGS.
ANNUAL. The Annual meeting of the Organization will be the third Thursday in November, or as designated by the Board of Directors. This meeting will be dedicated to Organization business, a report from the Board of Directors, and the election of officers for the coming year.
BUSINESS. General business meetings will be held as designated by the Board of Directors to meet the needs of the Organization and its members.
SPECIAL MEETINGS. Special Board meetings of the Organization may be held upon call of the President upon the approval of the majority of the Board of Director at such times as deemed advisable for the general welfare of the Organization. Special meetings of theOrganization may be held upon of the President or upon the approval of the majority of the Board of Directors at such time as deemed advisable for the general welfare of the Organization, provided, however that written notice of the time and place of special meetings shall be given to active members at least three (3) days in advance of such meeting. At special meetings, only those matters specified in the call may be considered.
BOARD OF DIRECTORS. The Board of Directors will meet each month as designated by the President meet the needs of the Organization.
ARTICLE VII – ELECTIONS ANDVOTING
ELECTIONS. Election of officers and one director of the Organization will be held at the annual meeting in November of each year. Voting will be by members in good standing as defined in Article II.
NOMINATION. Nominations for officers of the Organization will be presented to the membership by the Nominating Committee at the September general meeting. Nominations from the floor will be open at the October general meetings.
VACANCY. Any vacancy in the unexpired term of an officer or director will be filled by a majority vote of the Board of Directors, the nominee serving the remainder of that term.
REMOVAL FROM OFFICE. An officer or director may be removed by a two-thirds vote of the entire board.
ARTICLE VIII – INDEMNIFICATION OF DIRECTORS. OFFICERS,
EMPLOYEES AND AGENTS
Section 1. RIGHT OF INDEMNIFICATION. Each person who was, or is threatened to be, made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal administrative or investigative, by reason of the act that he or she is or was a director, officer, employee, or agent of the Organization or, while a director or officer; employee or agent of. another corporation or of a partnership, joint venture, trust of other enterprise, including servicewith respect to employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent shall be indemnified and held harmless by the Organization, to the full extent permitted by applicable laws as then in effect, against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes. or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, end such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators provided, however, that except as provided in Section 2 of the Article with respect to proceedings seeking solely to enforcerights to indemnification, the Organization shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the Organization the expenses incurred in defending any such proceedingin advance of its final disposition, provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Organization of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 1 or otherwise. The term “agent” in this Article shall mean the Mukilteo Chamber of Commerce and its directors, officers, employees, and representatives performing services for the Organization pursuant to agreement.
Section 2. RIGHT OF CLAIMANT TO BRING SUIT If a claim for which indemnity is required under Section 1 of this Article is not paid in full by the Organization within sixty (60) days after a written claim has been received by the Organization, except in the case of a claim for expenses formed in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Organization to recover the unpaid amount of the claim and to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim, including but not limited to reasonable attorney fees and costs. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of .a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition; where the required undertaking has been tendered to the Organization); and thereafter the Organization shall have the burden of proof toovercome the presumption that the claimant is not so entitled. Neither the failure of the Organization (including its Board of Directors, independent legal council or its members to have made a determination prior to the commencement of such action that indemnification or reimbursement of advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the Organization (including its Board of Directors; Independent legal counsel or its members) that the claimant is not entitled to indemnification or the reimbursement or advancement of expenses shell be a defense to the action or create a presumption that the claimant is not so entitled.
Section 3. NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of members or disinterested directors or otherwise.
Section 4. INSURANCE, CONTRACTS AND FUNDING. The Organization may maintain insurance at its expense, to protect. itself and any director, officer, employee or agent of the Organization or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Organization would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act, as it has been made applicable to nonprofit corporations. The Organization in furtherance of the provisions of the Article and may create a trust fund, grant a security interest or use other means (including without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to affect indemnification as provided in this Article.
Section 5. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE ORGANIZATION. The Organization may, by action of it’s Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Organization with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Organization or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as made applicable to nonprofit corporations, or otherwise.
ARTICLE IX – RULES OF PROCEDURE
Roberts Rules of Order will be the basis for parliamentary procedure for this Organization at all meetings as noted in Article VI.
In the event this Organization is disbanded, the Board of Directors, after insuring all debts of the Organization are paid will disburse any remaining funds of the Organization to a local charity chosen by a majority of the Board.
Twenty-five percent (25%) of the voting members in good standing will constitute a quorum for the Organization.
Five members of the Board of Directors will constitute a quorum for the Board of Directors.
ARTICLE.X – AMENDMENTS
Amendments to these Bylaws may be made by a two-thirds vote of the qualified membership present at any Organization general meeting, provided said amendment has been sent out in notice to the membership at least ten days prior to such meeting and vote.
The Board of Directors will review or appoint a committee to review the bylaws every third year.
The foregoing Bylaws are hereby accepted and approved by the membership of the Mukilteo Chamber of Commerce.
Adopted April 15, 2000, by the General Membership[HAC1]