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ARTICLE I

SECTION 1:This organization is incorporated under the laws of the State of Washington and shall be known as The Greater Marysville Tulalip Chamber of Commerce.

ARTICLE II

PURPOSE

SECTION 1: The Greater Marysville Tulalip Chamber of Commerce is organized to achieve the following:

1. Improve the free and competitive enterprise system of business by creating:
   1. A better understanding and appreciation of the importance of the business person.
   2. A more intelligent public concerning city, county, state, and national legislative political affairs.
   3. A greater appreciation of the value of one’s time on behalf of the interests of business.
2. Promote business and community growth and development by:
   1. Supporting economic programs designed to strengthen and expand the income potential of the trade area.
   2. Supporting programs of civic, social and cultural nature designed to assist in increasing the functional and aesthetic values of the community.
   3. Identifying improprieties which prevent the promotion of business expansion and community growth.
   4. Representing the business community in areas related to business growth and development.

ARTICLE III

LIMITATION OF METHODS

SECTION 1:The Greater Marysville Tulalip Chamber of Commerce in its activities shall be non-profit, non-partisan, non-discriminatory and shall be governed by the Articles of Incorporation and the By-Laws.

ARTICLE IV

MEMBERSHIP AND DUES

SECTION 1: CLASSES - Membership in the Chamber shall consist of two (2) classes, active and honorary.

1. Active Membership - Any individual, partnership, corporation and association, who resided in, or is actively engaged in a business or profession in the Greater Marysville area, or who may be otherwise interested in furthering the objectives of the Greater Marysville Tulalip Chamber of Commerce, may be selected for membership upon payment of dues as hereinafter provided.
2. Honorary Membership - The Board of Directors may, at any regular or special meeting, by vote of two-thirds (2/3) of the members present, confer honorary membership upon any person who has achieved unusual or extraordinary distinction in public affairs or in the activities of the Chamber. Honorary members shall have all the privileges of active members.

SECTION 2: Dues - Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually.
See Section 7-B.

SECTION 3: Eligibility - Any individual, partnership, corporation, association or estate having an interest in the objectives of the Greater Marysville Tulalip Chamber of Commerce shall be eligible to apply for membership regardless of race, color or creed.

SECTION 4: Exercise of Privileges - Each member firm/business, association, corporation, partnership or estate holding membership may designate the individual whom the holder desires to exercise the privilege of voting and shall have the right to change its membership designee by written notice.

SECTION 5: Voting - Each member/firm, business, association, corporation, partnership or estate shall be entitled to cast one (1) vote.

SECTION 6: Termination:

1. Any member may resign from the Chamber upon written request to the Board of Directors.
2. Any member shall be expelled by the Board of Directors by a two-thirds (2/3) vote for nonpayment of dues after ninety (90) days from date, unless otherwise extended for a good cause.
3. Any member may be expelled by a two-thirds (2/3) vote of the Board of Directors for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded and the member complained against.

BOARD OF DIRECTORS

SECTION 1: The government and policy making responsibilities of the Chamber shall be vested in a Board of Directors, which shall control its property, be responsible for its finances and direct its affairs.

SECTION 2: Composition - The Board of Directors shall be composed of up to eighteen (18) members, up to six of whom shall be elected annually to serve three year terms, and such ex-officio members as are appointed under section 16, below.

SECTION 3: Selection and Election

1. Nominating - At the regular February Board Meeting, the Chairman of the Board shall appoint a NOMINATING COMMITTEE of five (5) members of the Chamber and shall designate the Head of the Committee with the approval of the Board. The Chairman of the Board is not Ex-Officio to the Nominating Committee. At the March Board Meeting, the Nominating Committee shall present to the Board a slate of at least five (5) candidates to serve three (3) year terms to replace the Directors whose regular terms are expiring, as well as nominations for Chairman-Elect, Vice-Chair, Secretary, Treasurer, Legal Counsel and other positions the Board declares vacant.
   Each candidate must be an active member in good standing and must have agreed to accept the responsibility of Directorship. No Board member who has served two (2) consecutive three-year terms is eligible for election of a third term until a period of one (1) year has elapsed, unless they are continuing to fill the chair of Chairman-Elect, Chairman of the Board, or Past Chairman.
   The Nominating Committee is also responsible for recommending to the Board the appointment of ex-officio members of the Board in accordance with Section 16.
   
2. Publicity of Nominations - Upon receipt of the report of the Nominating Committee, the Chairman of the Board directs the President to immediately notify the membership by mail of the names of persons nominated as candidates for Directors and Officers and the right of petition.
   
3. Nominating by Petition - After the Nominating Committee’s Report, additional names of candidates for Directors and Officers can be nominated by petition(s) bearing the genuine signature of at least twenty percent (20%) of the qualified members of the Chamber. Such petition(s) shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
   
4. Balloting - The names of all candidates shall be arranged on a ballot in alphabetical order with each category. The President shall mail this ballot to all active members at least fifteen (15) days prior to the regular April Board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber office within ten (10) days. All ballots returned to and received by the Election Judges, by 12:30 pm on election day, shall be opened and counted by or under the supervision of said committee. Each voting member shall have the right to cast a single vote for each position of the Board which is open for election. The candidates receiving the most votes for each position open will be declared the winners. The Board of Directors shall, at their regular April Board meeting, declare the candidates with the greatest number of votes for each office or position elected.
   
5. Judges - The Chairman of the Board shall appoint, subject to the approval of the Board of Directors, at least three (3) but not more than five (5) judges who are not members of the Board of Directors or candidates for election. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the Board of Directors.
   

SECTION 4: Seating of New Directors - All newly elected Board members shall be seated at the regular JUNE Board meeting and shall be participating members as of JULY 1. Retiring Directors shall continue to serve until JUNE 30th of that year.

SECTION 5: Vacancies

1. A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors may be dropped from membership on the Board, unless confined illness or other absence approved by a majority vote of those voting at any meeting thereof.
2. An Officer may be removed from office by a majority vote of the Board of Directors, if it is determined to be in the best interest of the Chamber.
3. A member of the Board of Directors may be removed from office by a majority vote of the Board of Directors if it is determined to be in the best interest of the Chamber.
4. A vacancy in the office of Chairman of the Board shall be filled by the Chairman-Elect who shall move in to the Office of Chairman of the Board.
5. All other vacancies in elective offices shall be filled by appointment by the President, with approval of the Board of Directors.
6. A vacancy in the office of President shall be filled by appointment by the President with the approval of the Board of Directors.

SECTION 6: Powers - The Board of Directors, in conducting the affairs of the Chamber, may exercise such powers in the name of the Chamber to: sue and be sued; buy, hold, sell, lease, or mortgage debts; borrow money; give notes of the Chamber signature by three(3) or more Directors authorized by the Board for that purpose, together with such collateral therefore as may be required; enter into contracts of any kind furthering the purpose of the Chamber. The Board of Directors shall be responsible for the financial affairs of the Chamber and raising money for its support.

SECTION 7: Disbursements Authority - The Board of Directors may, by resolution, designate an Officer or Director, in addition to the Treasurer, who shall have authority to sign checks of the Chamber drawn on its bank or other depositories, and may change any such designation at will.

SECTION 8: Drive Endorsements - No promise, commitment or endorsement of the Chamber for any proposition other than those under the direct supervision of the Board of Directors of the Chamber shall be made unless the Board shall first pass a resolution embodying the clear and definite intention of the approval of any such proposition.

SECTION 9: Policy Resolution - Any resolutions, reports or communications, which purport to reflect the policy and attitude of the Chamber, shall first be approved by the Board of Directors prior to being released either to the membership of the Chamber or to the public.

SECTION 10: Meetings - Regular meetings of the Board of Directors shall be held at least ten (10) times a year. A special meeting of the Board may be called at any time by the Chairman of the Board. Six (6) Officers or Directors shall constitute a quorum at all meetings of the Board of Directors.

SECTION 11: Indemnification - The Chamber shall, by resolution of the Board of Directors, provide for the indemnification by the Chamber of any and all of its Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or preceding, in which they or any of them are made parties, or a party, by reason of having been Director of the Chamber, except in relation to matters as to which such Director shall be adjudged in such action, suit or preceding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

SECTION 12: A President shall have no liability to the corporation or its members for monetary damages for conduct as a President, except for acts or omissions that involve intentional misconduct by the President, or a knowing violation of law by the President, or for conduct violating RCW 24.03.025(4 )(c), or for any transaction from which the President will personally receive a benefit in money, property or service to which the President is not legally entitled. If the Washington Non-Profit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a President shall be eliminated or limited to the full extent permitted by the Washington Non-Profit Corporation Act, as so amended. Any repeal or modification of this article shall not adversely affect any right or protection of a President of the corporation existing at the time of such repeal or modification for or with respect to an act or omission of such President occurring prior to such repeal or modification.

SECTION 13: Each person who was, or is, threatened to be made a party to or is otherwise involved in any actual or threatened action, suit or proceeding, whether civil, administrative or investigative by reason of the fact that he/she is or was a Director or Officer of the corporation shall be indemnified and held harmless by the corporation, to the full extent permitted by applicable law as then in loss ( including attorneys fees, judgments, and fines, or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a Director, Trustee, Officer, employee or agent and shall insure to the benefit of his/her heirs, executors and administrators.

The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in 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 corporation 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 or otherwise.

SECTION 14: The corporation may maintain insurance, at its expense, to protect itself and any director, trustee, officer, employee or agent of the corporation against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Non-Profit Corporation Act.

SECTION 15: The corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a preceding to employees and agents of the corporation 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 corporation.

SECTION 16: The Board may also appoint certain ex-officio members to the Board considering the recommendations of the Nominating Committee as provided by Section 3. Such ex-officio members shall be non-voting and shall serve at the pleasure of the Board. The ex-officio members shall represent significant segments of the entire community to assure diverse input in the development of balanced and sound Chamber positions on behalf of the business community. Ex-officio members of the Board shall be Chamber members unless prohibited from chamber membership by State or Federal statue or regulation.

SECTION 1: The officers of this Chamber shall be Chairman of the Board, Chairman of the Board-Elect, Vice Chairman of the Board, Treasurer, Secretary, Legal Counsel and Past-Chairman of the Board, who shall be elected annually by the general membership. They shall serve for a term of one (1) year or until their successors are elected.

SECTION 2: The duties of the officers shall be as follows:

1. Chairman of the Board - The Chairman of the Board shall:
   1. Preside at all meetings of the Board and general membership.
   2. Make annual reports showing the condition of the affairs of the Chamber.
   3. Make recommendations as deemed proper, and submit them to the annual meeting of the membership.
   4. Bring before the Board matters and make suggestions as may tend to promote the prosperity and increase the effectiveness of the Chamber.
   5. Be an Ex-officio member of all committees of the Chamber with the exception of the Nominating Committee.
2. Chairman of the Board-Elect - The Chairman-Elect shall:
   1. Perform such duties as required by the Chairman of the Board.
   2. Prepare to assume the office of Chairman of the Board.
   3. Act in the absence of the Chairman of the Board.
3. Vice-Chairman of the Board - The Vice-Chairman shall:
   1. Act in the absence of the Chairman-Elect.
   2. Perform duties as may be assigned by the Chairman of the Board or by the Directors.
4. Secretary - The Secretary shall:
   1. Take minutes of all meetings.
   2. Perform such duties as required by the Chairman of the Board or Board of Directors.
5. Treasurer - The Treasurer shall:
   1. Keep full and accurate accounts of receipts and disbursements in books belonging to the Chamber
   2. Render to the Chairman of the Board and the Board whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Chamber.
   3. Within thirty (30) days after the close of the fiscal year, the Treasurer shall submit a report for the preceding fiscal year.
   4. The Treasurer shall be an Ex-officio member of the Finance and Budget Committee.
6. Past Chairman of the Board - Past Chairman shall:
   1. Serve as advisor to the Chairman of the Board, Officers and Board.
   2. Assume such projects as needed by the Chairman of the Board.
7. Legal Counsel - Legal Counsel shall:
   1. Serve as legal advisor.
   2. Perform such duties as required by the Chairman of the Board or Board of Directors.

SECTION 3: President - The President shall be appointed by and serve at the pleasure of the Board of Directors. The President shall serve as an officer and voting member of the Board. The Board of Directors shall fix compensation for his/her services.

SECTION 1: Appointment and Authority - The Board of Directors shall authorize the appointment of committees as may be deemed necessary for the conduct of the affairs of the Chamber and it shall define their duties and responsibilities.

SECTION 2: Leadership - The Chairman of the Board shall appoint all standing special or other committees as defined in the standing rules. The Chairman of the Board shall, with the approval of the Board of Directors, appoint a chairperson and one or more vice-chairpersons for each committee. Each chairperson or vice chairperson shall serve for a term of one (1) year, terminated by the Chairman of the Board, with the approval of the Board of Directors.

SECTION 3: It shall be the function of the committees to investigate and make recommendations to the Board of Directors. No committee shall have the power to commit the Chamber on any matter of general policy or financially obligate the Chamber without the approval of the Board of Directors. Meetings may be called at any time by the Chairman of the Board, President or Committee Chairperson. All members of the committee present shall be entitles to vote on the affairs of the committee.

SECTION 4: Finance Committee - A Finance and Budget Committee, composed of not less than three (3) members of the Board of Directors in addition to the Treasurer shall be appointed annually by the Board. The Committee shall advise the Board of Directors regarding the financial position and financial policies of the Chamber, and suggest ways and means of conserving and increasing revenues of the corporation, and conduct a fiscal review and render a report to the Board of Directors.

SECTION 1: Authority - The Board of Directors shall be the final authority on all financial matters pertaining to the Chamber.

SECTION 2: Funds - All money paid to the Chamber shall be placed in a general operating fund, except that money contributed for a specific purpose must be accounted for separately and may be placed in a separate account.

SECTION 3: Disbursements - No obligation or expense shall be incurred and no money shall be appropriated without prior approval of the Board of Directors. Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be by check. Checks shall normally be signed by either the Chairman of the Board, the Treasurer, or the President.

SECTION 4: Fiscal Year - The fiscal year of the Chamber shall be JULY 1 thru JUNE 30th.

SECTION 5: Budget - By their regular meeting in AUGUST the Board of Directors shall adopt a budget for the fiscal year. The tentative budget shall be prepared by the newly elected Chairman of the Board, the President and Finance Committee and shall be mailed to the members of the Board one week before the meeting at which it is to be considered. As passed by the Board, this budget shall be the appropriation measure of the Chamber.

SECTION 6: Fiscal Review - At the close of the fiscal year, the Finance Committee shall examine all books and accounts of the Chamber and render a report to the Board of Directors.

SECTION 1: The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of "Roberts Revised Rules of Order."

SECTION 1: Annual Meetings - The annual meeting of the Chamber shall be held each year during the 1st quarter of the new fiscal year.

SECTION 2: General Meetings - General membership meetings of the Chamber may be called whenever the Board of Directors or the Chairman of the Board deem it desirable.

SECTION 3: Special Meetings - A special meeting of the Chamber or Board of Directors shall be called upon the written request of ten (10) members of the Chamber, or at the call of the Chairman of the Board for attending to emergency business of Chamber.

SECTION 1: Members of the Chamber shall have the right to appear before the Board and any committee, whether special or standing, and participate in the discussion of any matters under consideration. Persons desiring to appear before the Board of Directors shall first make arrangements therefore with the President of the Chamber.

SECTION 2: Five percent (5%) of the active members shall have the right to appeal the vote of the membership from the action of the Board of Directors by written notice of same to the President within ten (10) days of Public Notice of such action.

SECTION 3: The President shall, as soon as possible after having been so notified that a vote of the members is desired on any subject, submit the same by mail to all active members of the Chamber, together with a short statement of the fact creating a necessity for such vote, and a request that they sign and return same with their vote for or against. A majority of all the votes so received by the President within ten (10) days of mailing same shall determine the attitude of the Chamber on any subject.

SECTION 1: These by laws may be amended by the Board of Directors of the Chamber at any regular or special meeting by two-thirds (2/3) vote of the Board of Directors, provided that all Board members in good standing shall have been notified in writing of such meeting and of the nature of the proposed amendments, not less than ten (10) days prior to such meeting.

These by laws approved and ratified by the Board of Directors of the Greater Marysville Tulalip Chamber of Commerce acting for and in full authority of the membership of the Greater Marysville Tulalip Chamber of Commerce, this 29th of April 1994.