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Chamber By-Laws

By Laws

ARTICLE I - NAME AND OFFICES:

Section 1: Name: The name of the organization shall be the "Carbon County Chamber of Commerce". The Carbon County Chamber of Commerce shall maintain status as a Utah Corporation in good standing.
Section 2: Mission: It shall be the mission of the Carbon County Chamber of Commerce to enhance the retail, commercial, industrial and civic interests of Carbon County for the overall benefit of its Members.
Section 3: Offices: The principal office of the Carbon County Chamber of Commerce shall be located in the City of Price, County of Carbon, State of Utah.

ARTICLE II - BOARD OF DIRECTORS:

Section 1: General Powers: The business operation and affairs of the Carbon County Chamber of Commerce shall be managed by the official Carbon County Chamber of Commerce Board of Directors. It shall be the duty of each member of the Carbon County Chamber of Commerce Board of Directors to promote and enhance the purposes, objectives, and projects of the Carbon County Chamber of Commerce. The Carbon County Chamber of Commerce Board of Directors shall adopt organizational policy, establish rules and regulations for the organization, hire employees, create committees, divisions and departments, prescribe the duties of the Board of Directors and appoint members thereof, and in general exercise all organizational and corporate powers.
The Carbon County Chamber of Commerce Board of Directors shall prescribe the qualifications for membership and types of membership, the rights and privileges thereof, the qualifications and duties of Officers as well as the manner of nomination, election and removal of Officers, Directors, Staff and members.

Section 2: Board of Directors Structure: The Carbon County Chamber of Commerce Board of Directors shall consist of up to thirteen (13) members. Five (5) members shall comprise the Executive Board of Directors and up to eight (8) members shall be at large. Executive Board of Directors shall consist of the following positions:
(1) Current President of the Carbon County Chamber of Commerce;
(2) Immediate Past President of the Carbon County Chamber of Commerce;
(3) Current Vice-President of the Carbon County Chamber of Commerce;
(4) Current Secretary of the Carbon County Chamber of Commerce;
(5) Current Treasurer of the Carbon County Chamber of Commerce;

Section 3: Board of Directors Guidelines: To be eligible and qualified to hold office in the Carbon County Chamber of Commerce a person must be qualified as follows:
* For Board of Directors: a current member of the Carbon County Chamber of commerce in good standing.
* For President. Vice-President, Secretary, and Treasurer: a duly elected and qualified member of the current Carbon County Chamber of Commerce Board of Directors.
In the event any person holding office or sitting on the Board of Directors ceases to possess the minimum established qualifications herein specified, that person shall forfeit such office or position and the office or position shall thereupon become vacant and the vacancy shall be filled as provided for in these by-laws. The term of office for all officers shall terminate upon the election and qualification of a successor whom has been nominated and elected as provided for in these bylaws.
A majority vote of a quorum of the Carbon County Chamber of Commerce Board of Directors shall rule on all voting issues or matters of business brought before the Carbon County Chamber of Commerce Board of Directors.
Any Officer or Board of Directors member, elected or appointed to a position, may be removed from that position by the Carbon County Chamber of Commerce Board of directors whenever, in the best judgment of the Board of Directors, the best interest of the Carbon County Chamber of Commerce will be served by the removal. Any such removal from office shall be without prejudice to contractual rights, if any, of the Officer or Director removed. Removal of an Officer or Director from the Carbon County Chamber of Commerce Board of Directors shall require a minimum of a majority vote of the Board of Directors during a regular meeting of the Board of Directors where the removal is a bona-fide agenda item.

Section 4: Quorum: A quorum shall be considered to be a simple majority of the currently identified and listed official Carbon County Chamber of Commerce Board of Directors. Proxy votes shall be permitted by a written form and sent to the Executive Board of Directors or Staff Member.

Section 5: Term of Office: Board of Directors members and Officers of the Carbon County Chamber of Commerce shall hold office for a term of two years with a maximum of four (4) consecutive terms as a Board Member. Board Members shall hold offices within these terms. Years for terms shall be based on a calendar year beginning January 1st and ending on December 31st of each year.

Section 6: Compensation: Carbon County Chamber of Commerce Board of Directors and Officers, as such, shall not receive any stated salaries for service on the Carbon County Chamber of Commerce Board of Directors. Nothing herein shall be constructed to preclude any Board of Directors member from serving in any other capacity and receiving compensation for that service. Carbon County Chamber of Commerce Board of Directors members and Officers shall have the right to accept reimbursement from the Carbon County Chamber of Commerce for incurred expenses related to their duties on the Board of Directors. All travel related expenses shall be reimbursed based upon current Carbon County Chamber of Commerce travel policy. Typical reimbursed expenses include. but are not limited to, mileage, accommodations, meals, postage, etc.

Section 7: Meetings: Carbon County Chamber of Commerce Board of Directors shall meet on the first (1st) Thursday of each month at a time and place designated by the Carbon County Chamber of Commerce Board of Directors. Written notice of Board of Directors meetings shall be sent to all Board members of record by mail or electronic communication (e-mail) at least five (5) days prior to the date of the Carbon County Chamber of Commerce Board of Directors meeting. Included in the information sent to members of the Carbon County Chamber of Commerce Board of Directors will be pertinent information relating to the business of the Carbon County Chamber of Commerce Board of Directors such as meeting agendas, any necessary financial information, and any advance information necessary for the Carbon County Chamber of Commerce Board of Directors to complete informed decisions relative to the business of the Carbon County Chamber of
Commerce.
The first Carbon County Chamber of Commerce Board of Directors meeting of each calendar fiscal year shall be established and known as the Annual Installation Banquet of the Carbon County Chamber of Commerce. The Annual Installation Banquet shall be held in January of each year. The President, Vice-President, Secretary and Treasurer shall be installed at the Annual Installation Banquet by the Carbon County Chamber of Commerce Board of Directors. Notice of the Annual Installation Banquet will follow the same meeting notification guidelines as the regular monthly Board of Directors meetings.
Special meetings of the Carbon County Chamber of Commerce may be called at the request of the current Carbon County Chamber of Commerce President and any two (2) alternate Carbon County Chamber of Commerce Board of Directors members in accordance with these by-laws. The persons calling the meeting shall establish the time, date and location for the meeting and shall cause all Carbon County Chamber of Commerce Board of Directors members to be notified of the meeting. Notification of the meeting shall be consistent with notification guidelines for normal monthly Carbon County Chamber of Commerce Board of Directors meetings. A meeting agenda shall accompany the notification and details concerning the purpose of the special meeting.
Unexcused absences at the Carbon County Chamber of Commerce Board of Directors meetings are discouraged. An unexcused absence is defined as an absence by a member of the Board of Directors not explained in advance of the meeting of the Board of Directors. After three (3) unexcused absences or the resignation by a member of the Carbon County Chamber of Commerce Board of Directors, the remaining Board shall select a replacement Board of Directors member from interested Carbon County Chamber of Commerce members in good standing or the Board of Directors shall hold elections to fill a position. The Carbon County Chamber of Commerce Board of Directors shall reserve the right to make special concessions in the event of extenuating circumstances if deemed necessary. The replacement Board of Directors member shall be approved by the Board of Directors.

Section 8: Informal Action by Board of Directors Members: Any action required to be taken at a meeting of the Carbon County Chamber of Commerce Board of Directors, or any action which may be taken without a meeting, if consented to in writing setting forth the action so taken, shall be signed by the President of the Carbon County Chamber of Commerce and placed before the regular meeting of the Carbon County Chamber of Commerce as an agenda item for ratification of the informal action.

Section 9: Discipline of Officers and Directors: Any member of the Carbon County Chamber of Commerce Board of Directors may be censured, suspended, or expelled for cause by a two-thirds vote of the Carbon County Chamber of Commerce Board of Directors. A minimum of ten (10) days advance notice shall be provided to any Carbon County Chamber of Commerce Board of Directors member under disciplinary action
with all information and charges. The Carbon County Chamber of Commerce Board of Directors shall provide a hearing on any disciplinary action proposed or action taken. The disciplined member shall have the privilege of being present during any such hearing in person.

ARTICLE III - MEMBERSHIP:

Section 1: General  Membership: Any business enterprise, organization or individual may become classified as a general member of the Carbon County Chamber of Commerce. Completion of application materials, payment of the required membership dues, and compliance with all federal, state and local laws, registrations, regulations and statutes shall be necessary to be considered for membership. The heretofore mentioned requirements will moreover be the determination of a member In good standing.

Section 2: Privileges of Membership: Only Carbon County Chamber of Commerce members in good standing shall be permitted to hold office or be appointed to committees. Only Carbon County Chamber of Commerce members in good standing shall be permitted to vote on matters of business presented to the Carbon County Chamber of Commerce Board of Directors. Any member shall be considered to be in good standing when the
following conditions are found to apply:
. Current and prior year membership dues are paid in full;
. No accounts receivable due the Carbon County Chamber of Commerce from the member; and,
. No conflicts of interest are found to exist by the Carbon County Chamber of Commerce.

Section 3: Membership Dues and Responsibility: Dues for annual membership in the Carbon County Chamber of Commerce shall be set by the Board of Directors on an annual basis; Membership dues shall be due and payable to the Carbon County Chamber of Commerce thirty (30) days after receipt of the annual billing statement by the member.

Section 4: Budget: The annual operating budget shall be prepared by the current Carbon County Chamber of Commerce Treasurer and staff and presented to the Carbon County Chamber of Commerce Board of Directors during the regular meeting of the Board of Directors in November of each year.

Section 5: Discipline of Members: Any member of the Carbon County Chamber of Commerce may be censured, suspended, or expelled for cause by a two-thirds vote of the Carbon County Chamber of Commerce Board of Directors. A minimum of ten (10) days advance notice shall be provided to any member receiving disciplinary action with all information and any allegations. The Carbon County Chamber of Commerce Board of Directors shall provide a hearing on any disciplinary action proposed or disciplinary action taken against a member, The disciplined member shall have the privilege of being present during any such hearing in person.

Section 6: Membership Meetings: Membership meetings shall be held monthly in the form of networking and information luncheons. Membership meetings shall be held on the third (3rd) Thursday of each month or as established by the Carbon County Chamber of Commerce Board of Directors. Membership meetings shall promote the mission of the Carbon County Chamber of Commerce.

ARTICLE IV - OFFICERS AND DIRECTORS

Section 1: Officers and Directors: The Officers of the Carbon County Chamber of Commerce shall be a President, a Vice-President, a Secretary, a Treasurer, and the immediate Past President Carbon County Chamber of Commerce Directors who are not Omcers in the organization shall be selected from the willing participants who are members of the Carbon County Chamber of Commerce in good standing.
Other Officers and Directors may be elected in accordance with the provisions of these by-laws.

Section 2: Election of Officers and Directors: The offices of President, Vice-President, Secretary and Treasurer shall be selected from the existing Carbon County Chamber of Commerce Board of Directors and approved by a majority vote of the Carbon County Chamber of Commerce Board of Directors. Officers shall hold office from the time of their election/appointment until a successor is elected at the next annual meeting of the Carbon County Chamber of Commerce. The Immediate Past President shall continue to serve as an officer for the fiscal year following the term as President.
A nomination for office must take place prior to election of Officers. A nomination and selection committee shall be in place, at the direction of the current Carbon County Chamber of Commerce President, no later than August 31d of each calendar year. The Immediate Past President shall serve as the Chairperson of the nomination and selection committee. The nomination and selection committee shall meet with and select qualified and willing nominees to be placed on the ballot as new members of the Carbon County Chamber of Commerce Board of Directors. The membership of the Carbon County Chamber of Commerce will be asked to submit additional qualified and willing nominees for consideration by the Carbon County Chamber of Commerce Board of Directors. All nominees will be contacted by the Carbon County Chamber of Commerce staff to confirm acceptance and willingness to serve.
Ballots from the election for the Carbon County Chamber of Commerce shall be counted and the results reported at the regular meeting of the Board of Directors in October of each year. The sitting Secretary of the Carbon County Chamber of Commerce shall attest to the results of the election of all Officers and Directors.
The President, Vice-President, Secretary and Treasurer shall be elected by the Board of Directors at the regular meeting of the Board of Directors held in November of each year unless otherwise designated by the Carbon County Chamber of Commerce Board of Directors. Nominations for each office shall be made and the current President shall announce the name of each member nominated to each office. The Carbon County Chamber of Commerce Board of Directors shall then vote upon the names placed in nomination, each member, including the current President casting a vote. A majority vote of a quorum shall be necessary to elect all officers. Newly elected Officers shall assume duties and office effective January 1st of the following year and be formally installed during the Annual meeting.

Section 3: Removal of Officers and Directors: Any Officer or Board of Directors member, elected or appointed to the position, may be removed from that position by the Carbon County Chamber of Commerce Board of Directors whenever, in the best judgment of the Board of Directors, the best interest of the Carbon County Chamber of Commerce is served by the removal.

Section 4: Vacancies: Any vacancy in any position, Officer or Board of Directors member, because of death, resignation, removal, disqualification or otherwise will be filled by appointment from the existing Carbon County Chamber of Commerce Board of Directors with recommendation from the members of the Carbon County Chamber of Commerce or a selection committee composed of members of the Carbon County Chamber of Commerce.

Section 5: President: The President of the Carbon County Chamber of Commerce shall be the Chief Executive Officer of the organization. The President shall preside at all meetings of the membership and of the Carbon County Chamber of Commerce Board of Directors. The President shall have the general charge and supervision of the business of the Carbon County Chamber of Commerce and shall, as countersigned by
the Secretary of the Carbon County Chamber of Commerce, sign and execute all bonds, contracts, obligations and written instruments in the name of the Carbon County Chamber of Commerce. The President shall provide an annual report of operations to the Carbon County Chamber of Commerce Board of Directors and membership at the Annual Installation Banquet.

Section 6: Vice-President: In the absence of the President, or the inability of the President to act, the Vice- President shall perform all the duties of, and be vested with the authority to act in the capacity of President. It is the intention of the Carbon County Chamber of Commerce to place the Vice-President as President following the year of Vice-Presidency.

Section 7: Secretary: The Secretary of the Carbon County Chamber of Commerce shall complete an accurate inventory of all property owned or used by the Carbon County Chamber of Commerce. The Secretary shall be responsible for all property owned by the Carbon County Chamber of Commerce and shall make an accounting of any and all property annually to the Carbon County Board of Directors. The Secretary shall perform other duties as assigned by the Carbon County Chamber of Commerce Board of Directors.

Section 8: Treasurer: The Treasurer shall only disburse funds containing two signatures of one of the following: Treasurer; Secretary; Immediate Past Presiden[ President; Vice-President. The Treasurer shall maintain all funds deposited in a recognized local financial institution in the name of the Carbon CountyChamber of Commerce. The Treasurer shall maintain accurate records of all disbursements and income,
including a receipt for all expenditures. The Treasurer must be notified about any and all funds being disbursed. The Treasurer shall furnish a financial statement to the Carbon County Chamber of Commerce Board of Directors during regular meetings of the Board of Directors or whenever called upon to provide such
financial information.

Section 9: Executive Director: The Executive Director of the Carbon County Chamber of Commerce is a dedicated employee with the primary responsibility to serve the members of the Carbon County Chamber of Commerce through direction from the President and the Carbon County Chamber of Commerce Board of Directors.

Section 10: Membership Coordinator (optional position): The Membership Coordinator of the Carbon County  Chamber of Commerce is a dedicated employee with the primary responsibility to serve the members of the Carbon County Chamber of Commerce through direction from the President and the Carbon County Chamber of Commerce Board of Directors.

Section 11: Staff Secretary (optional position): The Staff Secretary is a dedicated employee of the Carbon County Chamber of Commerce who provides administrative services to the Executive Director, Membership Coordinator, Officers, Directors and members of the Carbon County Chamber of Commerce.

ARTICLE V - EXECUTIVE BOARD:

Section 1: Executive Board of Directors: The Executive Board of Directors of the Carbon County Chamber of Commerce shall consist of the President! the Vice-President, the Secretary, the Treasurer, and the immediate Past President.

Section 2: Executive Board Authority and Duties: The executive Board of Directors shall have the following duties and authority, in addition to the duties and authority of Directors.
a. Administrative Authority: The Executive Board of Directors shall have the authority to make administrative decisions regarding the Carbon County Chamber of Commerce, including: decisions regarding hiring employees, decisions regarding setting employee schedules, decisions regarding employee compensation, decisions to award employee vacation/sick days, decisions regarding employee training, and decisions to set special meetings.
b. Discipline Authority: The Executive Board of Directors shall also have the authority to discipline and/or terminate employees of the Carbon County Chamber of Commerce. However, decisions regarding discipline and termination of employees shall be ratified by the Board of Directors within 72 hours of the decision through a special meeting of the entire Board of Directors. If a quorum of Directors does not exist at the special meeting, a majority vote from the Directors present at the special meeting shall constitute ratification.

Section 3: Voting: A majority vote of the Executive Board of Directors shall rule on all Executive Board
Decisions as outlined above.

ARTICLE VI - COMMITTEES:

Section 1: Committees of Officers/Directors: All standing committees of the Carbon County Chamber of Commerce shall be appointed by the Board of Directors. These committees shall be appointed during the first meeting of each fiscal year or as deemed necessary by the Carbon County Chamber of Commerce Board of Directors. Special committees of the Carbon County Chamber of Commerce shall be appointed by the Carbon County Chamber of Commerce Board of Directors. Special committees shall be appointed as deemed necessary by the Carbon County Chamber of Commerce Board of Directors.

Section 2: Term of Office: Standing committees shall have a term of office of one (1) year, or until reappointment by the Carbon County Chamber of Commerce Board of Directors. Special committees shall have a term of office in duration necessary to complete a special project, task or assignment.

Section 3: Chairperson: A member of the Carbon County Board of Directors shall chair all standing or special committees unless otherwise specified and designated by the Carbon County Chamber of Commerce Board of Directors.

Section 4: Vacancies: Vacancies on a standing or special committee shall be filled by appointment by the Carbon County Chamber of Commerce Board of Directors.

Section 5: Duties and Authority: Committees shall have authority to investigate issues and developments that arise within the scope and purpose of the committee. Committees shall have authority to make day to day decisions necessary to carry out the purpose and mission of the committee. All other committee actions, other than day to day decisions, must be presented to the Board of Directors for approval by a quorum of the Board of Directors.

Section 6: Rules: Standing or special committee business shall be referred to the Carbon County Chamber of Commerce Board of Directors for action or approval. No committee shall conduct Carbon County Chamber of Commerce business unless otherwise specifically designated by the Board of Directors.

ARTICLE VII - BUSINESS OPERATIONS:

Section 1: Contracts: The Carbon County Chamber of Commerce Board of Directors may authorize any Officer or Officers, agent or agents of the Carbon County Chamber of Commerce, in addition to the officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Carbon County Chamber of Commerce. Such authority may be general or confined to specific issues or instances and further subject to signature and authorization of signature consistent with these by-laws.

Section 2: Checks, Drafts, Etc.: Any and all checks, drafts or orders for the payment of money, notes or other indebtedness issued in the name of the Carbon County Chamber of Commerce shall be signed by such officer, agent or agents of the Carbon County Chamber of Commerce in such a manner as directed by the Carbon County Chamber of Commerce Board of Directors and as provided for in these by-laws. All vouchers
and accounts payable must be expressly and specifically authorized and approved by the Carbon County Chamber of Commerce Board of Directors.

Section 3: Deposits: All funds or receipts of the Carbon County Chamber of Commerce shall be deposited within three (3) working days of receipt or more often as needed and warranted in the conduction of the business of the Carbon County Chamber of Commerce.

ARTICLE VIII - BOOKS AND RECORDS:

Section 1: Records: The Carbon County Chamber of Commerce shall keep and maintain, or cause to be kept and maintained, a correct and complete accounting and record of all business affairs. The Carbon County Chamber of Commerce shall also keep accurate minutes of the proceedings of its membership, Board of Directors, Officers and Committees. The Carbon County Chamber of Commerce shall retain all records for a period of not less than seven (7) years from the date of origination.
Upon specific approval of the Carbon County Chamber of Commerce Board of Directors, recordkeeping and/or bookkeeping activities may be placed in the contracted trust of an agent.

Section 2: Bonds and Insurance: The Carbon County Chamber of Commerce shall maintain employee dishonesty insurance and fidelity bonds in the amount of $7,500.00 on the Staff members, President and Treasurer. All bonds shall be secured with responsible surety companies. All bonds shall be approved by the Carbon County Chamber of Commerce Board of Directors and placed on file in the offices of the Carbon
County Chamber of Commerce. Premium cost of each bond shall be paid by the Carbon County Chamber of Commerce.

ARTICTE IX - FISCAL YEAR:

The fiscal year of the Carbon County Chamber of Commerce shall begin on the first day of January and end on the last day of December of each calendar year.

ARTICTE X - INDEMNIFICATION OF OFFICERS AND DIRECTORS:

The Carbon County Chamber of Commerce does hereby indemnify and agree to save and hold harmless each and every member of the Carbon County Chamber of Commerce Board of Directors, and each and every person who may serve at its request as a Director or Officer, whether profit or not for profit, against expenses actually and necessarily incurred by any person in connection with the defense of any action, suit or proceeding in which any person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty related to the Carbon County Chamber of Commerce.

ARTICLE XI - RULES OF ORDER:

Roberts Rules of Order shall govern all meetings and proceedings of the Carbon County Chamber of Commerce Board of Directors and related meetings and actions. Copies of Roberts Rules of Order may be made available to members of the Carbon County Chamber of Commerce Board of Directors upon written request.

ARTICLE XII - CONFLICT OF INTEREST:

A conflict of interest! for purposes of these by-laws, is considered to exist when a real, perceived or potential business arrangement or relationship outside of the Carbon County Chamber of Commerce may have a real, perceived or potential positive or negative impact upon the Carbon County Chamber of Commerce, its business activities, employees or Board of Directors.

Section 1: Annual Resolution: At the annual meeting of the Carbon County Chamber of Commerce a resolution to adopt a conflict of interest statement from all members of the Board of Directors shall be proposed.

Section 2: Individual Conflicts of Interest: All members of the Carbon County Chamber of Commerce Board of Directors, Officers, Committee Members and Carbon County Chamber of Commerce staff shall provide a written conflict of interest statement annually to the Carbon County Chamber of Commerce. All conflict of interest statements shall be made part of the permanent minutes for the annual meeting of the Carbon County Chamber of Commerce.

ARTICLE XIII - ACTION WITHOUT MEETING:

Section 1: Voting by Email: The Board of Directors may take action without a meeting as follows. A proposed action must be transmitted via email to each member of the Board of Directors, and voted upon pursuant to the following requirements:
a. Contents of Notice. A notice of proposed action must state (1) the action to be taken; (2) the time by which a director must respond to the notice; and, (3) that failing to respond by the time stated in the notice will have the same effect as both abstaining In writing by the time stated in the notice and failing to demand in writing by the time stated In the notice that the action not be taken without a meeting.

b. Time. The time specified in the notice of proposed action must allow board members a reasonable amount of time in which to respond, and for non-emergency actions should be at least two business days from the time of transmission of the email.

c. Email. An email communicating a vote, abstention, demand, or revocation shall be delivered from the email address on file with the Chamber of Commerce for each Director and shall be delivered with information from which the Chamber of Commerce can determine the date and time at which the email was transmitted.

d. Responses. Each director may respond to a notice of proposed action by (1) submitting an email in favor of the action; (2) submitting an email opposing the action, or abstaining, or failing to respond or vote; or (3) demand by email that the action not be taken without a meeting. Responses shall be delivered to the Secretary, who shall communicate the response tally to the entire board after the expiration of the time stated in the notice. e. Effect of Responses. The proposed action shall be taken by the Board if at the end of the time stated in the notice of proposed action (1) a majority of the Board has responded by submitting an email in favor of the action AND (2) no director has responded by submitting an email demanding that the action not be taken without a meeting.

ARTICLE XIV - AMENDMENTS TO BY-LAWS:

Section 1: Amendments: These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority vote of the Carbon County Chamber of Commerce Board of Directors members present at any regular meeting or any special meeting. Prior to any alteration, amendments or repeal thirty (30) days notice must be provided to the membership and the Carbon County Chamber of Commerce Board of Directors of a proposed change, the nature of the proposed change and the date, time, place of the meeting at which the proposed change may be adopted by the Carbon County Chamber of Commerce Board of Directors.

Section 2: Disclosure: Copies of current by-laws of the Carbon County Chamber of Commerce or any proposed changes to the Carbon County Chamber of Commerce by-laws shall be made available to any member of the Carbon County Chamber of Commerce upon written request.

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