BYLAWS OF THE YUKON CHAMBER OF COMMERCE
Article I – NAME Section 1. Name – This organization is incorporated under the laws of the State of Oklahoma and known as the Yukon Chamber of Commerce. Its principle office shall be located in the corporate limits of the City of Yukon. The Chamber shall observe all local, state and federal laws which apply to a non-profit organization as defined in section 501c (6) of the Internal Revenue Code.
Article II – GENERAL Section 1. Purpose – The Yukon Chamber of Commerce is organized for the purpose of advancing the commercial, industrial, and civic interests of Yukon and its Trade Area. (Articles of Incorporation, 1958, 1988)
Section 2. Limitation – The Yukon Chamber of Commerce in its activities shall be non-partisan and non-sectarian and shall take no part in or lend its influence to the nomination, election, or appointment of any candidate to any public office and shall not publish or distribute statements relating to any candidacy. No action by any member, committee, employee, director, or officer shall be binding upon or constitute an expression of the policy of the Chamber until it shall have been approved or ratified by the Board of Directors.
Section 3. Area – The area served by the Yukon Chamber of Commerce shall include the City of Yukon and any other organization, person, or business having an interest in the growth and prosperity of the City of Yukon and having an interest in the Yukon Brand.
Article III – FISCAL YEAR Section 1. Fiscal Year – The fiscal year of the Yukon Chamber of Commerce shall be January 1 through December 31 of each calendar year.
Article IV – MEMBERSHIP Section 1. Membership – Any reputable person, association, trust, estate, partnership, corporation, or business interested in the commercial, industrial, professional, civic, or cultural advancement of Yukon, Oklahoma, shall be eligible to apply for membership.
Section 2. Membership Application – Application for membership shall be on an investment form submitted by the applicant. The application with appropriate investment shall be submitted to the Board of Directors for approval.
Section 3. Membership Investment Dues – All membership dues shall conform to the membership investment application policy adopted by the Board of Directors. This policy may be amended by a majority vote of the directors present at any regular meeting of the Board of Directors.
Section 4. Membership Classes – There shall be two (2) classes of membership. Regular members are those members whose applications have been confirmed by the Board of Directors, are current on their dues and otherwise in good standing, (as defined in Policies & Procedures, I. Organization, 104 Membership). Honorary members are elected public officials and are given membership by virtue of the office they hold.
Section 5. Voting – Only regular members shall be entitled to the number of votes as defined by the investment application.
Section 6. Delinquency – Any member who fails to pay regular annual dues by March 31 of the current fiscal year, shall be considered delinquent and automatically dropped from the membership roll.
Section 7. Transfers – No member shall sell, assign, transfer, or dispose of membership in the Yukon Chamber of Commerce or be deprived thereof, except in the manner provided herein. Section 8. Change of Representative – Any member shall have the right at any time to change any or all representatives upon written notification to the Yukon Chamber of Commerce.
Section 9. Resignation – Any member in good standing may withdraw from the Chamber by submitting a written resignation to the Board of Directors. Any investment paid in advance shall be forfeited upon resignation.
Section 10. Suspension – A member may be suspended based on the good faith determination of the Board or a committee authorized by the Board to make such a determination that the member has engaged in conduct materially and seriously prejudicial to the purpose and interest of the Chamber. A person whose membership is suspended shall not be a member during the period of suspension.
Section 11. Expulsion – When the Board shall become satisfied that any member has wantonly violated its rules and regulations, or otherwise disqualifies itself from membership, the member may be expelled from the Yukon Chamber of Commerce by a two-thirds (2/3) vote of Board members present. Any member thus expelled shall forfeit membership. No member shall be expelled before being given the opportunity to be heard before the Board in one’s own defense.
Article V – BOARD OF DIRECTORS Section 1. Governance – The governance of the Yukon Chamber of Commerce, the direction of its work, and the control of its property shall be vested in the Board of Directors consisting of not more than fifteen members.
Section 2. Composition of the Board –A member of the Yukon City Council, the Yukon City Manager or the Yukon Chamber Board approved designee, the President of Integris Canadian Valley Hospital or the Yukon Chamber Board approved designee, and the Superintendent of Yukon Public Schools or the Yukon Chamber Board approved designee shall be voting members of the Board of Directors by virtue of their offices. The Director from the Yukon City Council shall be chosen from among the Yukon City Council members. Any member representative in good standing is eligible to hold the position of Director. (revised June 8, 2017 by majority vote of membership)
Section 3. Quorum – A majority of the Board of Directors shall constitute a quorum for conducting business of the Board of Directors.
Section 4. Terms – Directors may not serve more than two consecutive three (3) year terms in addition to any unexpired terms to which they have been appointed. If a director has served two consecutive terms he/she shall not be eligible to serve again for a period of three (3) years. The immediate retiring president, if having served as president during the third year of his/her term, shall remain a board member for a term of one (1) year. The president-elect, if having been elected during his/her third year in office, will remain a board member for two (2) additional years. Section 5. Board Election Process – At the regular July Board meeting the President of the Board shall appoint a nominating committee of six (6) members, the Vice President, two (2) current Board of Directors, and three (3) members in good standing. The Nominating Committee will present a slate of candidates to replace the Board of Directors whose regular terms are expiring. The Nominating Committee shall meet as often as needed and make reports to the Board on their progress in recruiting suitable candidates. Each candidate shall be a member in good standing and must have agreed to accept the responsibility of a directorship. The time line is described below:
November meeting. Directors can be elected by a majority vote at any meeting where a quorum (for definition of a quorum, see Article V, Section 3) is present. (see Chamber Policy & Procedures for additional voting opportunities). c. Board terms begin on January 1. Retiring board members shall serve until
December 31. d. The Board of Directors may, at any regular meeting, elect Ex-officio and non- voting members of the Board to address a specified need. Terms of such directors shall end at the close of the fiscal year on December 31.
Section 6. Board Meetings – The Board shall hold regular monthly meetings. Special meetings of the Board of Directors for any purpose may be called any time by the President of the Board or, in his/her absence, the President Elect. Notice of time and place of any special meeting shall be defined in current policy.
Section 7. Absenteeism / Resignation – Failure to remain in good standing as defined by policy, or failure to attend at least six (6) meetings within any twelve (12) month period, or absence from three (3) consecutive regular board meetings without prior notification given to the Chamber of Commerce office unless confined illness or other absence approved by a majority vote of those voting at a meeting thereof is deemed a resignation from the Board of Directors.
Section 8. Removal of Board Member – Any member of the Board of Directors may be removed based on the good faith determination by a committee authorized by the Board to make such a determination, that the Board member has engaged in conduct contrary or damaging to the Chamber or the aims of the Chamber. Action can be taken upon a two-thirds (2/3) majority vote of the Board of Directors.
Section 9. Vacancies – The Directors shall have the power to fill vacancies on the board by a majority vote of those Board members present.
Section 10. Business Rules – The Board of Directors may adopt rules for conducting business of the Yukon Chamber of Commerce. They shall meet not less frequently than once a month, at a time and place as determined by the Board. They shall submit at the annual meeting a report of the work and the finances of the organization.
Section 11. Compensation and Fees – Directors and members of committees shall serve without compensation for their services. This section shall not preclude any director from serving the corporation in any other capacity, as office, agent, employee, or otherwise and receiving compensation for that service. If a director or committee member other than an employee of the Chamber receives compensation for services, such compensation shall be preapproved by the Board of Directors. This reimbursement shall not preclude the Chamber from conducting business in the normal course with firms or businesses that are represented on the Board or committees.
Article VI – EXECUTIVE COMMITTEE Section 1. Definition – The Executive Committee shall consist of the President, the President Elect, the Immediate Past President, the Vice-President, the Treasurer, and the CEO, who shall serve as secretary of the Board of Directors.
Section 2. Duties – The Executive Committee shall, during intervals between meetings of the Board of Directors, possess and exercise all the powers of the Board subject to consideration and approval by the Board of Directors. The Executive Committee shall be empowered to recommend policy, supervise administration, act in matters of emergency, attend the routine work of the Yukon Chamber of Commerce, and perform such duties as may be delegated to it by the Board of Directors.
Section 3. Meetings – A meeting of the Executive Committee may be called by the President or a majority of the Committee.
Section 4. Election of Executive Committee Officers – At the December board meeting the directors whose terms will not expire at the end of the year and the newly elected directors whose terms begin the following January shall elect from their number the officers for the ensuing year. Executive Committee shall be elected from non-ex-officio Board positions. Board members who simultaneously serve on any other Chamber of Commerce Board of Directors shall not be eligible to serve as an officer. A President Elect who shall succeed to the office of President, Vice-President, and Treasurer shall be elected.
Section 5. Terms – Officers and other Executive Committee members serve a one (1) year term beginning January 1. Eligible Board members may be reappointed or appointed to other open positions.
Section 6. Secretary – The Board shall employ a CEO, who shall also be Corporate Secretary. The CEO may designate a recording Secretary.
Section 7. Surety / Indemnity Bond – Any person with access to the funds of the Yukon Chamber of Commerce may be required to furnish surety bonds in such amounts as the Board of Directors deem necessary. The cost of such bonds shall be paid by the Yukon Chamber of Commerce.
Article VII – DUTIES OF OFFICERS Section 1. President – The President shall preside at meetings of the general membership, the Board of Directors, and the Executive Committee. The President shall, with the advice and counsel of the Executive Committee and the Board of Directors, assign committee responsibilities to the members of the Board, Executive Committee, and the Board with ratification of the Board of Directors. The President shall, with the advice and counsel of the Board of Directors and the CEO, determine all of the committees necessary to implement the business plan, select committee chairpersons, and assist in the selection of committee personnel. The President shall perform all duties instant to their office and recommend such action as they deem conducive to the purpose of the Yukon Chamber of Commerce. The President shall sign all contracts, bonds, and other obligations on behalf of the Yukon Chamber of Commerce and perform other duties as may be authorized by the Board of Directors. The President shall be an ex-officio member of all Yukon Chamber of Commerce committees. In the absence of the CEO, the President shall perform all duties inherent to those of the CEO.
Section 2. President Elect – The President Elect shall, in the absence of the President, perform all duties inherent to the office of the President.
Section 3. Vice-President – The Vice-President shall supervise membership relations. The Vice President shall assume responsibilities as may be assigned by the President or the President Elect in the absence of the President. The Vice-President shall be in close liaison with the membership of the organization at all times. The Vice-President is Chairman of the Nominating Committee.
Section 4. Treasurer – The Treasurer shall oversee the preparation of a monthly financial statement for the Board of Directors. As soon as possible after the election, the incoming Treasurer shall review the accounts and records of the Yukon Chamber of Commerce for the twelve (12) month term of the outgoing Treasurer. The Treasurer shall report the results of such review to the Board of Directors and assist in any audit.
Section 5. Check Authorization – All Yukon Chamber of Commerce checks shall be signed by two (2) officers of the organization. Signature preference shall be CEO, Treasurer, President, President Elect, Vice-President, or Immediate Past President.
Section 6. Chief Executive Officer (CEO) – The CEO of the Yukon Chamber of Commerce shall be, with the advice and counsel of the President and the Executive Committee, in charge of the operation of the organization and the staff along the lines of policy and the regulations established by the Board of Directors. The CEO’s performance and compensation shall be reviewed annually by the Board of Directors.
communications; maintain accurate records of the proceedings at membership meetings, committee meetings, and board meetings. c) oversee an accurate record of funds received and deposited in the bank or banks
designated by the Board of Directors. d) oversee an account of all disbursements with the issuance of checks and vouchers in
payment of proper obligations of the Yukon Chamber of Commerce. e) shall serve as advisor to the Board of Directors and Executive Committee.
Article VIII – COMMITTEES Section 1. Definition of Committees – Committees of the Chamber of Commerce shall be approved and if deemed necessary removed by the Board of Directors. The Board of Directors shall define and authorize the powers of all committees.
Section 2. General – It shall be the function of committees to investigate projects and make recommendations. Committees shall report directly to the Board of Directors or the Executive Committee. No standing or special committee shall represent the Yukon Chamber of Commerce in advocacy or in opposition to any project without the specific authorization of the Board of Directors. Having received authorization from the Board of Directors for action on a specific project, it shall be the responsibility of the committee chairman and the committee to plan, organize, staff from their committee and/or the general membership, and diligently work on the project to a successful conclusion.
Section 3. Budget – All committee budgets must have prior approval of the Board of Directors. No committee is authorized to make expenditures or to obligate the Yukon Chamber of Commerce without prior approval of the Board of Directors.
Section 4. Appointment – The Committee Chair shall be appointed at will of the President of the Board and shall serve concurrent with the term of the President of the Board, unless a different term is approved by the Board of Directors. Subcommittees shall be organized as necessary.
Section 5. Standing – The following are standing committees: Nominating Committee and Executive Committee. Article IX – FINANCE
Section 1. Finance / Budget – The Executive Committee shall compile a budget of estimated expenses and income and submit it to the Board of Directors at its regularly scheduled meetings in January of each year. The proposed budget shall include appropriations for the respective committees and the general operations of the Yukon Chamber of Commerce, as passed by the Board of Directors, with or without modification. This budget shall be the appropriation measure of the Yukon Chamber of Commerce. The operating budget is subject to revision by the Board of Directors when necessary. The fiscal budget year shall close on December 31.
Section 2. Budget Changes – The Executive Committee, within the budget total, may shift budget items when deemed necessary for the effective operation of the organization.
Article X – MEETINGS Section 1. Annual Meetings – There shall be an annual meeting of the membership. The Directors shall have the power to set the time and place of the annual membership meeting. At least ten (10) days’ notice shall be given of such meetings.
Section 2. General Meetings – Meetings of the membership shall be held monthly, or at the discretion of the President and/or the Executive Committee, or by petition of twenty-five (25) percent of the membership.
Section 3. Quorum at General Meetings – Members representing ten (10) percent of the total membership of the Yukon Chamber of Commerce, and who are in good standing shall constitute a quorum at the membership meetings.
Article XI – OBJECTIONS Section 1. Objections – Any member in good standing with the Yukon Chamber of Commerce who may become aggrieved or dissatisfied with the action of the Board of Directors, a committee, or Yukon Chamber of Commerce staff personnel shall have the right to object at one of the regular meetings of the Board of Directors, where such action shall be subject to review and affirmation, reversal, or modification. The written petition for appeal must be addressed to the President or CEO.
Article XII – AMENDMENTS Section 1. Amendments – The ByLaws may be amended by a two-thirds (2/3) majority of all votes cast by the membership. Written notice of the election shall be given at least thirty (30) days prior to the date of balloting.
Section 2. Proposed Amendments – All proposed amendments shall have the approval of the Board of Directors before they are presented to the membership.
Article XIII – BYLAWS Section 1. ByLaws Approval – These amended ByLaws shall become the official ByLaws of the Yukon Chamber of Commerce if approved by the general membership at a meeting called for that purpose.
Section 2. Second ByLaws Amendment – The Second Amended ByLaws of the Yukon Chamber of Commerce were adopted by a majority vote of more than ten (10) percent of the members at a meeting called for that purpose on the 11th day of October 2012.
Section 3. Third ByLaws Amendment – The Third Amended ByLaws of the Yukon Chamber of Commerce were adopted by a majority vote of more than ten (10) percent of the members at a meeting called for that purpose on the 10th day of September 2015.
Section 4. Fourth ByLaws Amendment – The Fourth Amended ByLaws of the Yukon Chamber of Commerce were adopted by a majority vote of more than ten (10) percent of the members at a meeting called for that purpose on the 19th day of February 2019.
Article XIV – PARLIAMENTARY PROCEDURE Section 1. Parliamentary Procedure – The meetings of the Yukon Chamber of Commerce shall be guided by the latest edition of Roberts Rules of Order.