CONSTITUTION AND BY-LAWS

WESTON CHAMBER OF COMMERCE

WESTON, OREGON

 CONSTITUTION

ARTICLE 1            NAME

SECTION 1.0  NAME:  The name of this organization shall be the Weston Chamber of Commerce.

ARTICLE II            PURPOSE

SECTION 2.0  PURPOSE:  The purpose of the Weston Chamber of Commerce shall be to foster good will among its members, to promote any worthy enterprise that will be for the benefit of Weston or the community at large, and to enter with and support such area development that will in turn assure better living within this community.

ARTICLE III            MEMBERSHIP

SECTION 3.0  Membership:  Any and all citizens fo good standing in the community who my be interested in the objects of this organization may become members in accordance with the by-laws.

ARTICLE IV            GOVERNMENT

SECTION 4.0  GOVERNMENT:  The government ofo the Weston Chamber of Commerce shall be vested in the President, Vice-President and eight other duly elected members, all of who m shall constitute the Board of Directors.

SECTION 4.1  OFFICERS AND DIRECTORS:  The President and Vice-President shall be elected and hold office for a period of one year. 

The retiring president shall hold office on the Board of Directors for one year. 

The eight other members constituting the Board of Directors shall be elected for terms of three years as provided in the by-laws, with the following exceptions: at the first election following the adoption of this constitution the six directors currently holding office under the original constitution whose term do not expire shall completed their terms as if elected under this constitution, and the four vacancies created by the expiration of directors terms under the original constitution shall be filled as provided in the by-laws to this constitution.  Thereafter, there shall be three members elected to the Board of Directors at the annual meeting for a period of three years, except every third year after te year 1950 when four members shall be elected for a term of three years.

SECTON .4.3  BOARD OF DIRECTORS:  The Board of Directors shall have general oversight general oversight of all policies and activities of the organization.  Minutes of the Board of Directors meetings and the regular meetings of the membership shall be read at the next regular meeting of the Weston Chamber of Commerce. All actions of the Board of Directors shall be subject to the review of the membership.

ARTICLE V             NON-PARTISAN

SECTION 5.0  NON-PARTISAN:  This organization shall be known as a non-partisan organization insofar as committing itself to the advocacy of any candidate for public office.

SECTION 5.1  LEGISLATIVE INTEREST:  It shall be permissible for the Chamber through its Board of Directors, or the membership, to interest itelf  n such legislation as may effect the community, county or state as a whole, and which has a bearing upon the welfare of same agriculturally, industrially or commercially.

ARTICLE VI            MEETINGS

SECTION 6.0  ANNUAL MEETING:  The annual meeting of the Weston Chamber of Commerce shall be held at the regular scheduled meeting in December.

SECTION 6.1  REGULAR MEETING:  The regular meeting of the membership meeting shall be held on the fourth Wednesday of each month unless otherwise announced.

SECTION 6.2  SPECIAL MEETING:  Special meetings may be called by the President, Vice-President or three members of the Board of Directors.

ARTICLE VII            AMENDMENTS

SECTION 7.0  AMENDMENTS:  This constitution may be amended by a vote of two-thirds of the members present and in good standing at any regular meeting of the Weston Chamber of Commerce or at any special meeting called for that purpose. Any amendment shall be plainly state in the notice of the meeting at which it is to be considered.

SECTION 7.1  MEETING NOTICE:  Notice of the meeting at which such amendments are to be considered must be mailed to each member at least ten days prior to the time of the meeting.

ARTICLE VIII            ENACTMENT

SECTION 8.0  ENACTMENT:  This constitution shall be effective immediately following its adoption by a majority vote of the members of the Weston Chamber of Commerce, present at a meeting called for the purpose, and when adopted by a majority of the members in attendance at such a meeting shall supersede any previous constitution and amendments thereto, which are accordingly annulled.

BY-LAWS

 ARTICLE I            MEMBERSHIP

SECTION 1.0  MEMBERSHIP:  Any person, association. corporation, partnership or estate in good standing in the community interested in the public welfare and in good accord with the objects of this organization may subscribe for one or more memberships in the Weston Chamber of Commerce.

SECTION 1.1  DESIGNATED REPRESENTATIVE: Any association, corporation, partnership or estate subscribing but for one membership shall designate but one person to enjoy the privilege of that membership.

SECTION 1.2  JOINT MEMBERSHIP:  a husband and wife may apply for a joint membership and may be accepted for such membership.  The term "member" as used in these by-laws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights of membership shall apply equally with membership shall apply equally with respect to the holders of a joint membership.  Without limiting the generalith of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:

SECTION 1.2.1  The presence at a meting of either or both shal be regarded as the presence of one member;

SECTION 1.2.2  The vote of either separately or both jointly shall constitute one joint vote;

SECTION 1.2.3  Either but not both may be elected or appointed as an officer or director, provided that both meet the qualifications for such office.

SECTION 1.2.4  A joint membership may be converted into two individual membership upon the payment of an additional membership fee, both husband and wife thereby enjoying the privileges of individual memberships.

SECTION 1.3  MEMBERSHIP:  The membership fee shall be $5.00 per fiscal year payable in advance, excepting that those new members whose names have not appeared on past membership roll who make application to join under the first day of July in any year  shall be allowed to pay only $2.50 for the balance of the fiscal year to become members in good standing.

SECTION 1.4  EFFECTIVE DATE:  Membership in the Weston Chamber of Commerce shall become effective immediately upon payment of dues and issuance of membership card.

ARTICLE II            METHOD OF ELECTION

SECTION 2.0  VOTING:  Voting shall be by members of the organization, each person, association, corporation, partnership or estate casting one vote for each membership or joint membership.

SECTION 2.1  ELIGIBILITY:  Any member in good standing shall be eligible to cast a vote in any election. To be in good standing, a member must have paid dues for the current fiscal year.

SECTION 2.2  NOMINATIONS: An election of members to the Board of Directors shall be held each year at the annual meeting. At least ten days prior to the annual meeting the President shall appoint a Nominating Committee composed of five members of the Chamber which will present names of member sin good standing to the membership at the annual meeting for the purpose of electing directors to vacancies on the Board of Directors.

The President at such annual meeting will invite additional nominations from the floor and nominations shall not be closed until at least one minute has passed during which no additional nominations has been made.  After a roll of eligible voters has been read, voting on all candidates shall be by ballot, except that if n additional nominations are made form the floor the President may accept a motion duly passed instructing the Secretary to cast an unanimous ballot for the candidates proposed by the Nominating Committee, which upon passage by a voice vote the President will call the elections duly closed.

ARTICLE III            BOARD OF DIRECTORS AND OFFICERS

SECTION 3.0  ELECTION OF PRESIDENT & VICE-PRESIDENT: The President and Vice-President shall be elected annually by ballot, by and from the Board of Directors, at a meeting of the Board of Directors immediately following the election of the Board of Directors by the membership at the annual meeting, or at a meeting soon thereafter as conveniently may be.

SECTION 3.1  ELECTION OF SECRETARY/TREASURER: The Board of Directors upon election  shall elect the Secretary/Treasurer to erve at its pleasure for a term of one year.  The Secretary/Treasurer may be elected from the Board of Directors, if so his holding of this office will in no way affect his rights as a Director or his term as a Director.  In the event the Secretary/Treasurer is elected from the membership he would serve only in an administrative capacity and could not enjoy any other privileges than what is afforded a regular member of the Chamber of Commerce.

SECTION 3.2  ASSUMING OFFICE:  The Newly elected officers ajd directors will assume office upon the first day of January following their ele4ction and will hold office until their successors have been elected.

SECTION 3.3  VACANCY:  A vacancy in any office or on the Board of Directors shall be filled by the Board of Directors for the unexpired term.

SSECTION 3.4  PRESIDENT PRESIDES: The President shall preside at all meetings of the Board of Directors, or membership meetings of the organization.  In his absence the Vice-President shall preside.  In the absence of both the President and Vice-President, the Board shall designate the presiding officer for any meeting of the Board of Directors of the membership.

SECTION 3.5  DUTIES OF OFFICERS: The duties of the President, Vice President, and Secretary/Treasurer shall be such as their titles by general usage would in addition to such duties as may be assigned to them.

ARTICLE IV            COMMITTEES

SECTION 4.0  COMMITTEES DESIGNATED:  The Board of Directors shall designate and provide for such committees as ay be necessary to carry out the objects of this organization,

SECTION 4.1  COMMITTEE MEMBERS SELECTED:  It shall be the privilege and duty of the President to select his various committee chairman and committeemen either from his Board of Directors or the membership or both.

ARTICLE V            MEETINGS

SECTION 5.0  QUORUM:  Fifteen members of the membership shall constitute a quorum for any meeting of the membership.

SECTION 5.1  ANNOUNCING MEETINGS: Regular meetings of the membership shall be given publicity through the mailing of notices to each member in good standing.

SECTION 5.2  BOARD MEETINGS:  The Board of Directors shall meet at least once each month at such time and place as it may designate.  Amy member of the Board who is absent from three consecutive meetings without a valid excuse as recognized y the Board shall be construed as having resigned from the Board.

SECTION 5.3  BOARD QUORUM:  At all meetings of the Board of Directors six members shall constitute a quorum.

ARTICLE VI            FISCAL YEAR

SECTION 6.0  FISCAL YEAR:  The fiscal year of the Weston Chamber of Commerce shall end with the thirty-first day of December of each year,

ARTICLE VII            AMENDMENTS

SECTION 7.0  BY-LAW AMEMDMENTS:  These by-laws may be amended by a vote of two-thirds of the members present and in good standing at any regular meeting of the Weston Chamber of Commerce or at any special meeting calle4d for that purpose. Any amendment shall be plainly stated in the notice of the meeting at which it is to be considered.

SECTION 7.1  NOTIFICATION:  Notices of meeting at which such amendments are to be considered must e mailed to each member at least ten days prior to the time of the meeting.

ARTICLE VIII            ENACTMENT