MISSION STATEMENT “The Grayling Regional Chamber of Commerce is the business and community advocate of Crawford County, focusing on the protection and advancement of economic and business development, community image, natural resources and quality of life of the region.” BYLAWS (revised September 17, 2007) GRAYLING REGIONAL CHAMBER OF COMMERCE The Chamber of Commerce is organized for the purpose of promoting the industrial, commercial professional and tourism development of Crawford County, Michigan, and shall be known as the “Grayling Regional Chamber of Commerce”. The activities of the Grayling Regional Chamber of Commerce shall revolve around enhancing economic stability and quality of life in Crawford County, and shall be non-partisan, non-sectional and non-sectarian. ARTICLE 1 - GENERAL DEFINITIONS Section 1. Subject to additional definitions contained in subsequent articles of these by-laws which are applicable to specific articles, and unless the context otherwise requires, the following definitions are intended. A. Chamber of Commerce -the entire membership of the Grayling Regional Chamber of Commerce hereinafter referred to as the “Chamber” B. Board of Directors - The members of the Chamber, elected as per articles herein provided, to manage the affairs of the Chamber, hereinafter referred to as the “Board”. Where approval, appointment, authorization, assignment and other action by the Board is indicated it shall be the majority action of the Board. C. Ex-officio - a non-voting member appointed to the Board, by the Board of Directors, to serve as a resource to the Board, by virtue of some other office or position held. D. Annual investment - those monies invested by each Chamber member. E. Member - a single member of the entire membership of the Chamber. F. Associate member – any person who holds a personal membership in the Chamber, which is renewable annually. Associate membership is granted by the Board of Directors, based on the individuals support to the Grayling Regional Chamber of Commerce. Associate memberships are not granted to businesses or individuals who own or operate a business in Crawford County. G. For cause - For purposes of these by-laws, the term “for-cause” shall include, but not be limited to, any of the following examples: 1) conduct unbecoming of a member; 2) conduct prejudicial to the aims and/or goals of the Chamber; and 3) conduct which is prejudicial to and/or impugns the reputation of the Chamber. H. Special Meeting – A “special” meeting is one, which is called specifically to address particular issue or set of issues. I. Regular Meeting - A “regular” meeting is one which is held periodically such as once a month, at a designated day each month, to address general operation of the Chamber as a business as well as the routine business, promotional, and marketing activities that propagate with the Chamber on a monthly basis. ARTICLE 2 - OFFICE Section 1. The office of the Chamber shall be located in the county of Crawford. ARTICLE 3 - MEMBERSHIP OF CHAMBER Section 1. Any person, firm, corporation, partnership, estate, trust, county, township, association or municipality hereafter referred to as potential members may become a member of this organization. Section 2. Membership in the Chamber shall be regarded as a guarantee on the part of the applicant of interest in and willingness to assist with the purpose of the Chamber, as well as adhering to its by-laws, rules and regulations. Section 3. Any person, firm, association, partnership, estate or corporation of the above mentioned potential members eligible for membership may acquire more than one membership by undertaking to pay the annual dues to each such membership, and may designate an individual to represent each such membership, subject to the approval of the Board of Directors. Section 4. Any potential member, person, firm, association, partnership, estate or corporation holding more than one membership shall be entitled to cast one vote for each membership held, except those memberships for which other individuals have been designated. Said individuals who have been designated to represent said additional membership shall vote as members. Section 5. Election of membership shall require the affirmative vote of the majority of the Board. Section 6. All memberships classified in Section 1 shall be entitled to cast one vote in all matters requiring such action. ARTICLE 4 - MEMBERSHIP DUES Section 1. All members shall be assessed annual dues according to an equitable formula designed by the executive committee, and approved by the Board. A. New members shall be assessed dues on an anniversary date basis annually following the date of approval of membership application. B. Exceptions therefrom: all ex-officio members. C. All dues, unless otherwise authorized, shall be payable in advance, and shall be allowed full right only up to such time of authorized extension, unless payment is made on or before the end of the authorized extended time. ARTICLE 5 - EXPULSION FROM CHAMBER Section 1. The Board of Directors, at any regular meeting, or any special meeting called for that purpose, may expel a member (or a member’s representative) for cause. Any member whose membership is designated for termination shall be given notice of not less than 14 (fourteen) days that the issue of terminating the member’s membership is going to be considered and may be voted upon at the meeting. The member shall have the right to attend the meeting and shall be allowed the opportunity, at his or her option, to address the Board on the conduct at issue, before a vote on termination of the membership is had. If a member’s membership is terminated under this provision, the member expelled shall not be entitled to a refund of dues paid to the Chamber. ARTICLE 6 - MEMBERSHIP TERMINATION Section 1. The resignation, forfeiture or expulsion of a member shall terminate membership. Termination of membership shall include the termination of all rights and interests of the member in and to the property of the Chamber. ARTICLE 7 - CHAMBER GENERAL MEMBERSHIP MEETINGS Section 1. The annual meeting of the General membership of the Chamber shall be held annually within three months following the completion of the prior fiscal year [as stated in Article 14; section 1]. A. Such meeting may be held on any other reasonable date agreed upon by a majority of the Board. B. The members shall be notified in writing of any change at least two (2) weeks prior to the rescheduled meeting date. Section 2. Five percent [5%] of the members in good standing shall constitute a quorum for the purpose of transacting business. Section 3. Special meetings may be called by the Chairman or by four Board members or at the written request of eight members of the Chamber. A. Notice of such meeting shall be given in the same manner as is used to notify of a change in the annual meeting. B. At any special meeting only that business for which the special meeting was called shall be transacted. Section 4. Voting at any meeting of the Chamber may be voice, sign or in writing at the discretion of the presiding officer unless otherwise specified in the by-laws. Written Ballots shall be used upon request of any member present. ARTICLE 8 - BOARD OF DIRECTORS Section 1. The Board shall consist of a cross section of the membership. Election of new Board members shall be by the active Board, from individuals presented by a nominating committee appointed by the Chairman. A. The election of the Board shall be for staggered terms with one-third [1/3] of the Board to be elected annually for a three-year period. B. To assure a realistic cross -sectional representation on the Board, several economic categories are hereinafter established as a guideline. There shall be a minimum of eight (8) representative seats but not more than a maximum of sixteen (16) representative seats filled on the Board. The number of representative seats from each category may vary from year to year with no more than two (2) members from each category. The economic categories are as follows: - Financial -Service - Recreational -Retail - Manufacturing -Lodging - Legal -Membership at Large C. At the August meeting of the Board, the nominating committee shall nominate as many members as shall be necessary to fill the normally occurring vacancies. D. Election of the Board shall be held at the September regular meeting of the Board. E. Members of the Board of Directors will be limited to serving two (2) consecutive, three (3) year terms. F. At the discretion of the Board of Directors, ex-officio non-voting Board members may be appointed which may include but not be limited to: Crawford County, City of Grayling, Grayling Township, Grayling Recreation Authority, Camp Grayling and Crawford AuSable Schools. G. A majority of the Board of Directors, elected and serving shall constitute a quorum for the transaction of ordinary business of the Board. H. A majority of the quorum of the Board shall be required for the passage of all motions. Section 2. The Board shall be the governing body of the Chamber and the direction of the Chamber’s work, the formation of Chamber policy, the disbursement of Chamber funds and the control of the Chamber’s property shall be vested in the Board. Section 3. The Board shall hold its’ regular meetings every month at a place to be specified for the purpose of conducting business. The meeting date may be changed by a majority vote of the Board with notice provided to members of the Board within seven (7) days following the meeting in which the change was made. Section 4. Special Meetings may be called by the Chairman of the Board. Notice of such meeting shall be made by personal delivery to the Board Members at their place of business, facsimile transmission, e-mail, or telephone. Notification of the meeting must take place at least eighteen (18) hours prior to the time of the meeting. Section 5. Any elected Board Member, member of the Board of Directors, who accumulates three (3) absences in any fiscal year may be presumed to have tendered his/her resignation from the Board of Directors. A. As an initial step, it will be the duty of the Executive Director to notify the Chairman of any director who has accumulated two (2) absences from the Board meetings during the fiscal year. It shall be the duty of the Chairman to notify in writing said director of his/her lack of attendance. B. After a Board Member has accumulated three absences from the regularly scheduled Board meetings in any fiscal year, the Chairman will then notify the Board member, in writing, of the presumption that he/she has tendered his/her resignation from the Board of Directors. The Board member who is notified of his/her presumed resignation may address the Board of Directors at its next regularly scheduled meeting to rebut the presumption of his/her resignation. If said Board member fails to address the Board of Directors, the resignation shall be considered final. C. Any Board member may send a Chamber representative of his/her economic category [outlined in article 8; section 1] in his/her absence for the purpose of conducting business. Said representative shall be granted voting status in the absence of the regularly appointed Board member. Further, the Board member shall not be considered absentwhen a surrogate representative is sent. However, in the absence of a Board officer, the proper procedure will be followed as outlined in Article 9. Section 6. The Board of Directors and the Executive Director of the Grayling Regional Chamber of Commerce shall conduct a Board retreat each year prior to the beginning of the fiscal year for the purpose of Board orientation and establishing the Chamber’s annual “program of work”. Attendance is mandatory. Requests to appoint an alternate must be submitted at least one week prior to the event and will be reviewed by the Executive Committee who shall make recommendation for approval. ARTICLE 9 - OFFICERS Section 1. The election of officers shall be held at the October regular meeting. The officers of the Board shall consist of a Chairman, Vice Chairman, Secretary and Treasurer. Voting shall begin with the election of the Chairman and continue with each succeeding officer as outlined in section 2 – 5 of this Article. A. Such officers shall serve in their elected offices for up to two  years. B. Upon the expiration of the Chairman’s term, he/she shall continue as Past Chairman for one (1) additional year with full voting privileges. Section 2. The Chairman shall preside at all meetings of the Chamber and the Board, and perform all duties incident to this office. The office of Chairman shall not be held by a first year member of the Board. He/She shall, subject to the approval of the board, appoint all committees and be a member of all standing committees. He/She shall, at the meeting of the Chamber and at such other times as he/she may deem proper, recommend to the membership and to the Board such matters and make suggestions as will promote and increase the interest, prosperity, betterment of the community, and usefulness of the Chamber. Section 3. The Vice Chairman shall act in the absence of the Chairman. In the absence or disability of the Chairman and Vice Chairman, the Secretary shall act in their capacity. In the absence of the Chairman, Vice Chairman and Secretary, a member of the Board shall be chosen to act as temporary chairman. A. In the event of the death or permanent disability, or resignation of an officer, the Board shall have the authority to elect a new officer. Section 4. When the Executive Director or office staff is present at meetings, the task of recording proceedings may be delegated by the Secretary to the Executive Director or office staff. In the absence of the Executive Director or office staff, the Secretary shall keep an accurate record of proceedings of all executive and regular board meetings. Section 5. The Treasurer shall be responsible for all funds of the organization and shall authorize disbursement of such funds by check, as approved by the Board. The Treasurer shall supervise accurate record keeping of receipts and disbursements. It shall be the duty of the Treasurer to make an annual report of all receipts and expenditures, which will include a review of finances by an outside independent source. This report shall be written and distributed at the annual meeting, or made available to the membership upon request. A. The Treasurer, Chairman, [accountant] and Executive Director of the Chamber shall make up the Finance Committee for the purpose of recommending an annual budget and for any other financial matters to be referred to the Board of Directors for approval. Section 6. The following officers of the Board: Chairman, Vice Chairman, Secretary and Treasurer, and immediate Past Chairman will make up the Executive Committee of the Board. ARTICLE 10 - CHAMBER EMPLOYEES Section 1. The Executive Committee of the Board shall have the power to employ an Executive Director, Deputy to the Executive Director, Secretary and any help that may be necessary to carry out the purpose of the Chamber and to fix salaries and prescribe duties of such employees. Authority to discharge any employee rests with the Board. Section 2. The Executive Director shall be the chief administrative officer of the Chamber. The Executive Director shall conduct the official correspondence and shall preserve all books, property both real and personal, documents, records of all proceedings of the Chamber, the Board and all committees. He/She shall submit to the Board of Directors a written report of the year’s activities and accomplishments at the close of each fiscal year. He/She shall be a member of all committees of the Chamber during his/her tenure of appointment and shall perform all such functions and duties as may be delegated to him/her by the Board. Section 3. The Executive Director shall maintain a list of the members of the Chamber, which may be examined by any member of the Chamber at any reasonable time. ARTICLE 11 - COMMITTEES Section 1. The Board shall authorize committees and shall define their powers and duties and shall be allowed to grant any committee, upon the recommendation of the Executive Committee, a reasonable amount of money for special projects which are directed to furthering the Chamber purposes. Section 2. The Chair of standing committees, and nominating committee, shall be appointed by the Chairman to fulfill the organizational structure. A. Executive Committee -shall be ultimately responsible for matters of personnel and finance for the Chamber. The Executive Committee shall make recommendations to the Board on matters of Chamber concern and provide direction and support to the Executive Director in matters of Chamber Policy and procedure. ARTICLE 12 - DISBURSEMENTS Section 1. The prepared fiscal budget shall be the guideline for annual expenditures. Disbursements covering items not addressed in the fiscal budget shall be made only with prior approval and authorization of the Board. ARTICLE 13 - RIGHT TO BORROW Section 1. The Chamber may acquire, take by gift, devise or bequest, real and personal property appropriate in the exercise of its power. Title to such properties shall be taken in the name of the Grayling Regional Chamber of Commerce and shall be acquired, accepted, sold, mortgaged or conveyed by the Executive Director upon due authorization therefore by a majority of the Board. ARTICLE 14 - FISCAL YEAR Section 1. The fiscal year shall end the 31st of October of each year. ARTICLE 15 - PARLIAMENTARY PROCEDURE The Proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Robert’s Rules of Order. ARTICLE 16 - AMENDMENTS Section 1. These by-laws may be amended, altered, or repealed by a majority vote of Board members present at any regular meeting, or any special meeting called for that purpose, provided notice of the proposed changes and the notice of such meeting shall have been published in the local media or mailed to each member of the board not less than 10 days prior to such meeting. ARTICLE 17 - DISTRIBUTION OF ASSETS UPON DISSOLUTION Section 1. The Chamber shall not be operated for pecuniary gain or profit and shall have no corporate stock. In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the corporation from any source after the payment of all debts and obligations of the corporation shall be paid over to the governmental body of the county of Crawford.