ARTICLE I: General
Set in I: Name_ This organization is incorporated, or. August 27, 1947_ under the laws of the &am of California' . and 51011 be known as the Clear Lake Chamber of Commerce I ncorpovated_ Section 2; Purpose. The Clear Lake Chamber of Commerce is organized to ar....11 ieve ale objectives [-If: I) Preserving tbe competitive erituprise system of business by-. a. creating a bitter 1.31.4.emtanding and appreciation of the importance of business peop[e .and. a concern for their problems; b edkLcating the business community and them in city, county, stale and national legislative and political of ins; c. preventing of addrassing controversies which are dersimentat to reasonable expan_sion and growth of business and the community if thcy aim d. ataiiifig. a weadier appreciation of the value of a more liberal investment of ubstan.ce and self w behalf of the it GrOCFrorpetitive business. 2) Promatisis business and comnrunitv growth and developmcm by: a. promoting economic programs d.esigned to strengthen and expand the income potential of all business within the trade area; b promotiog pr ms ora civic, s4:3ciat and cultural nature which are designed to Mc-rease the functional and aesthetic values of the co.mmunity; . and. discovering and correcting khci.ow.s which prevent the promotion or business expansion and community growth_ Section 3 Arm. The Clear Lake Chamber et-Commerce economic region Khali rnean to include the are-013 Llf LAC County affected by CTtar Lakes 4....con.orrric sphere. or influence (including au county wide businesses). Section 4: Limitation of Methods_ The Clear Lake Chamber of Commerce shall oh:.3erve all kcal, .state and federal laws which apply to a non-profil org2Inization as d.e.fined in Section 501(0(6) of the Interval Revenue Code


ARTICLE II: Membership
Section 1: Eligibility. Any person, association,. corporation, partnership or business hav]rts an interest in the objectives of the organization shall lie eligible to apply For
Section 2.; A oval. -the applicant_ .ApproVal of members shall be by the Board of EPgr ectots at any mom, ter applicant so approved. shall bemnae =mil* Dpon Trayrnm of the rcgulzriv scheduled it 'e.-7. as prri:Ppridel. in SecticiaalgAlgApikiL
Section 3 MeEnhership, rlafinett A "rntrnbcr" is ckfincrl 0_5 a thtTriber Tn gad striding with all dues CLIECtit.
Settion 4: Imrcsinkent-s- TykrnbqrariP iniectStrmarts -shall be at such rate or uctes schedule or formula as may be from time to tine determined by the Board of Director payable in advance_ Section. 5: Tertniination_71, Aim Inerialhar may. resign 'EOM the CJI- upon virTitto request to . oil of Direocs: b) Any .-_.Mfnef mark- be- in:incited !fry two-thirds ...tit cir the Ecned. of Drirea rlY wee inetrirs 1.4mtot for =dud. Limbecornisg a Tnernber 4:17 pri*.dicial to the aims. V/ of the chamh,::, a.tity niodce and oppogemity far a liaa_ri 4--e aiTatichillihe rriernb y =mitred .._:.: .)1Tense 0.r %,'!oleo on_ Offur.5milligiataions ,-Ik . of dizeikaiNtiiiiiiiikirs

Section (i: Voting. In any proceeding in which voting by members is aled for, each member, firm, association or corporation shall be entitled to one vote if said member is one in good stand.*
Section 7: Exercise of Privikges. Any firm, ”soviation, c partnership, or bUSiIICSS holding niernbership may nominate indivithas whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon value!! no-6ce_
Section 8; Orientation. At regular intervals, orientation -of the purposes and activities of the organization shall be conducted rot rye rollowing group. new &rectors, of and directors, committee: chairpo-sons, committee-s and new members. A detailed outline for orientation of each of these groups shall he a part of this organizatices procedroe:s manual Section 9: Honorary Membership. Distinction in. public affairs shall confer Ii l ill# to honorary itteirberSM p. Honorary merriburs Shall have all the priNilegcs cf mcrabcrs_ except the right to vote, and shall be elcempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by 2 majorit!.... vote.

Section t induction of Officers. The annual me.1ng or the Induction of Officers, in compliance with state law, 51u1.1 be held in 1a.m.Eary of Each year. The tin-Lc and place shall be fixed by the Board of Directors. and each member shall he riverfie.:41 Least ten 0 0) days before &aid [mating_ Secti.on 2: Adlditiona] I'lleetEngs. General meeting cif the chamber may be osilcd by the Prei.d.eslt at any tirnc, or upon potition in writing of any 51 percant of members in good standing: a) Notice of similar meetings shall be mailed to each member at Ras( five (5) clays prior to such. rnct-Lings b) Board rnoctinin may be called by the President or by the Board of Directors urn written application of three () members f ate board -Notice (including the ptu-pose of the meeting) shall be &la direclor at least one (I) clay prior to said meeting: e) Committee meetings may be c,-41[0:1 a any time by the President,. respective department vice mtsiderl, or by -...-4triirriittee's chairperson_ Setlion 3= arum. -.4airtf-utt 41111kriiire, meal*, a mom: of shall oonstitute a cur,Vium: conamittec rneetinwi, a majority shill COPS6:111W 0,L1011.1:120 CNCAX '1/414+0111 P:11:1114kiee Cfl5 ner more t4Liknine Eambas. In cw, rffirej§14211 ontisanteAlEpanum Section 4: Noliem, Agendas,. Minititm. Written notice of all chamber racetitip must he mailcd at least scvcri (7) clay5. in ;.grivanc unless otherwise gated_ An adValfkGC .a.genda and minutes mutt lac prepared for all meeting% A dpi id outline for preparation of both shall be a part or this ansathation's procedures manual. Section 5: Fees and Compensation. Directors and members of committer shall serve compensation for their services- This shall not preclude any Director from Eel-1413Z the Chamber in any other capacity, as. an officer, agent, employee or otherwise and receiving compensation for alga service.

ARTICLE J V Board of Directors
Section 1 r Composition of the Board, The 'Board f Dire-ctots shgli be composed or no mare than ten (10) members., (one third of whom shall be eleuted annually to scrim fur t.1-a-ce (3) ycers, Lir until their successors arc elected and have qualified. The Immediate Past President, President, and the Executive Director shall serve a members of the Board. Al] Of5eqrs and Thricaors shall serve witkiut compensation with it he excmtion. 0 r the Executive Director
The govornment and policy making rU5p071$1Epi[iLien of the u.hanalber shall bc vested! in the Board of Dircetors, hi 1 shrlif control its properi)... hie n15pansible for .rL.9 finanize, ELEK1 EartVI_ its emirs
$gcriail Directo Nominating CIZIMMittee tar Septantlia BOZITEL tfic Prziducrt sball irn-Xert -approvaJ try Ile. Saari5. cif DI:azzom, l''Ar.ixtdroiing Ciammitteg five (:5) inc-rabcm (Two f2) 90ZIEFE1 Enelati;17 arid isco 1,2) ':111 members) ce the Chamber awl the wliD the disitparsen tfikOiniadaTeC.
Price to the Clezober Baud .nme&in. Eite Nom Commateeshoil.Frescra to dic excgmavc Climax a ME ai= d .:Edidneac to .54--nis 116-1=-Nzmr terms fu nzp]acc the dinntton. whose 11-5.1tlair =DN. ir .Mpinn:2_ Each CoFwiiitue erne be ma ve mifo±zr stand* ME KOML biVie :treed to aco4rt the asponsibilitv of A difea • Scard kr wiro so-ved tum. gamcgativE Loam fee :GtleAPI3 or period of 44111Ik) ycar. mist eiapso beak.; eligiiihty rAIMI
B. Pubiimiori f NaMitiAtions,. Upon receipt of the Nominating Cornmittec., the Executive VrtectlYr shall niotify the membershipi thc November Newsletter of the =ma* t3f persom nerninad:Pci as eanlictidmi for direotors and the right ofpecitledi_ C Norninativta by Peat-ion_ Adchtionaf narm9 crf candidates fin direariM Clin be nominated bt petition. bearing the vnuilie signarufe:s of at Einst fifteen (15) qualified members in good standing of the chamber. Snch peud:rpn !shall be filerJ with the Numinatint CAlpramimac io iatzr titan. Nov-embor 30th. The determination of the Nominating. Committee as to the legality of the person(s) shall LK fEna/.
I), Determination. If no pion 6 lied within the dmiFnated period, dm nomination shall be closed and tbt mminaied slate of three (3) c=didates. shall be declared eketed. b... the Board 43f Directors at tIle rugu]ar December Board Mocting..
If a valid and sufficient pct ion sha/ t pre3.1714 additienal candidatcs, lh.e2:01illoaf all Candid L1 shall arragl$49:1 on the banat aiphabeti.m.I order. Instructions will be to vote for thirrx 0). idcnii5Nttion shall be mac on the baElot idcffnify this be caw' idatm nominalmi try the Nominating CommitroG. The Eicuittivc Dirocipr shall mail drili ballot co all active members in the December Chamber Nevirstuttcr.
The ballots shall be marked in accordance with instructions priutcd cn tie 'ballot and nelnrrind tin- 036 chamber latrize within ten cm days. Board cif Di-maws 51-tall a its regular December Board meeting declare the three (3) Buard mambas with the gr4=0 rotocr or ,• Ocetc;c1.
Section 3: Seating or New Dircrtm_ .A.11 newly-elected. and appointod Board members shall bc scetcd at trbe regular January Board =tag and Anil Ix panicipating nicirobm thqrrafter_ Rectiri:a diprctrirs shall arntinue to scrir.c until the end of thc program ymar-SOMPEREIMMIPIPPE-rmiar Ea.-Eings 6fri:vEcgirci Cif Di rm:tim-E rpJae th.0 Ward -cra7p's amErard illbess. orother 2.1)-7,1artec appr by Q. rxtio745r theSe 11.06,11Z an' =Vila &-d.=.E
lOtcancics'un thc Board oirDin,m7r3; ar Acriang.lhe Ivy itbc rircsidepit aad: approved bc 'OM Brioni..0.1Ditmcd's by i majority pate_

Seetje11 5: Paley,. The ward of Difectors is rutr_sonsible fir cNtablishing procediot and formulating policy of the orwanization. Tl-me poficies shall be maintained in a policy manual to be reviewed =many and revised as necessary_
Section 6: filainstgement. The Board of employ art Exectifive Director (or appropriate VI le) and shall fix. the salary and othe:r considerEtions e:mploymcvnt or other compensation. Section 71 Indemnification. The Chamber may, by resolution of the Board of Directors. provide for inde.mnincation by the chamber of any and alf current or former officer5. directors arid ..tliployees ugailisE expeases and nconisartly inc,urred by them in connection with L170 defcrisc of any action, suit, or proceeding in which they or arty of them are made .parties, or a party, by reason. of having been officers, directors or employees of the chamber.. except in reEation to matters as lo which such individuals shall be adjudged in such action,. suit or procceding to be liable for n_ligence or Liseendpac4 in the perfotynance of duty awl 1.o such matters as Flail be sealed by agreement predicated on the existence of such liability for me,eigerice or mis000duct.


 With the coop:a-if:ion lid' the Budszt Committee, t Diredbrsfrlizsponibie tor tb preparation of as operaihg badge_ 0:rye-kg acticiiies of the dumber, scrbjea to wo-val Board of DiriNtom Tim Ex=ilive DErector algal aLso be r.ipicgo*Lle. t egsmigailm.A.
ARTICLE V Officers
Section 1: Determination of Officers- The Board of Directors (new and retirin at its regular January mating Khali reorKdnizc kir the corning ycar, Thc nominating Committee Direction shall idgo nominate of each ye_ar. At this meetins, the Board shall elect as many divisional vice presidents aS is deemed oecesmry l ndua i nactivitias of the Cinamher. officciTS Shall take On ice the first day of the new fiscal year and serve for a temi of one (1) year or until their SUCCesso-rs assume thc dutks of office. They shall be voting member5 of thc Board of Directors nnly if previously electixt or appointed to the Board of Directors_
Section 2: Ditt of Ottleer A. President. The President shall serve 8.s the chief clected officer or the chamber of commerou and shall preside at all met-bags of the IIMILbership, Board of Dinxiors and Exeoutivc Corarnittue. The Roesicieln Oen, with the advice and coransti of OK- Executiv Director, assign divisional vim primidents to divisional or degrartmemal responsibility, subject. to and of- Director's approval. The President ▪ hill, with advice Anti cpurisei of ihe Executivo Corritrritiee, d.etermitie a1 coritalittc=i., 5eiect all committee chairpersmo al5d anist i it the selection of committee personnel subject to approval of the Board of Directors.
Divisional Vice Presidents. The duties of the divisional vice presidents shall be such as their titles by general u Would indicate, and such .as required by as well as those that may h by the President and Board of Director& They will also have under their immediate jurisdiction all committees pertaining in thE:ir geneira3 C. Executive Director. The Executive DirectiMiltibet clief .a r„ irii. tine eKecu.L, aLr.c_er. tileViecinivi TIre as sile---eury to t F ar tDiteet(n and .aluSe to be;:.:;,.7..-.;ed u.olices, agendas = ;thrums of me:e±ogs of the Board_ The Exerifive Director shall be a non-• e- of the. Ord of Mr cctizrr2„ the Ex4=4;-±ic gad corrirninclm. With a:ssiscrece of the divisional vice presidents, the Execucive Director shall be responsible for iiiliabliStratiOn of the ar9grarn of .shcrrk in accorcl=cc with thc policies and 0:vial:ions of thu Board of Dire=t-5__ The Exizat-dve Direct.or shall be responsible kr hirin2„ discharinnK crtrecting and supervising einplopees_
44011imsek D. Treasurer. The President shall appoint a Treasurer from the current Board of Direutors to report to the board monthly concerning all Chamber Finances. The Trea..crurer shall supe:rvi&e the DirectorlOace manager and Bookkeeper and also conduct and prepare the annual audit_
Section 3: Executive Committee., The Emotive Committee shall act for and on behalf of the Board of Dire.ctors- whorl the aoLowd is not in session but shall la untable to the Board for its actions. [t shall be composed of the President, Past President, President-am. Divhional vice presidents and the F.A.euELive Director. The President will sa-ve as chairperson of the Executive Committee. Section 4: indemnification. The Chamber may, by resolution of the Board of Directors., provide for indemnification by the Gharnber of any and all of its officers or former officers as spel]cd out ill Miele IV, Section 7 of these


ARTICLE VI Corn m ittees avid. Divisions
Section 1.1 Appointment nd Authority. The President, by and with the approval of the _Board of Directors, shall appuilli all commirtees and contmitiee chairpersons_ The President may appoint such ad hoc committees and their chairpersons as deemed necessiEry to awry out the program of the chamber_ Committee appointments shall be at the will and pleasure of the President arid sltaH serve 00=in-ern with the term of the appointing President, unless a difFercut term is approved by the Board of Directors_
It shall be the film-lion committms to. make invcstigations. wridirci $41.1dies and beitrings. make recommendations to the Board of Directors, and to carry on such amities as may be delegated to them by the Board_ Seeti9u 2 Limitation of Authority, No actiorl by any member, committee division, employee, director or 131Ectr shall be binding uirxru, or constitute an expressin rr ar, the policy of the chamber until iL Omit have been approved or ratified by the Board of Directors. Committees shall be di charged by the President when their work has been completed and their reports acceryted, or when, hi the opinion of the Board of Directors, it Ls deemed wise to discontinue the f.,onmaittees_
Section 1: Funds The money paid to the chamber shall be placed into a general operation fund_ _Restricted fund accounts -Ail' be kept migrate.
Section 2t Disbumerncuits Upon approval of the budget, the Executive Director is authorized to make clisbursemerrs on accounts and expenses provided for irk Ehe buclgEt The board or directod-s must approve disbursemeEnsALE disbursements shall be by check containing two (2) signaturcs by executive officers.
Section 3:: FiscrJ Year The fiacal :weir of the chamber shall close on December 31 cif each year.
Stain 4 Budget s0033 as possible, after eleinion of the new Bod of Dim-tors and offieffs., the E_xlecutivt C.Irrrmittee &hall adopt the budget for the coming year and submit it to the Board of Directors for approval
Section 5: Annual Audit Animal Finanthl Audit shall be OCEIKILIPAP:d. by Ile dalltbrCCS Oaten SIDOkket-Nr Tromnizt and the Prcident. The audit shall, at el times, beau-AM:Ile to members of the organization within he office of the chamber_

ARTICLE lin Parliamentary Authority
Section 1: The rules contained in the latest edition of the "'Robert's Rules of Ontivr" shall govern the Clear Lake Chamber of Omni= 1:;e ire ail cues to which they are applicable, and in which they are not inconsikent with the By-Laws of the special rules of order of the Charnbcr.
ARTICLE: VIII Method of Amending Bv-Lawm
Section These By-Laws rna.y be amended by a two-thirds aiajogity vote of votes received from murvbei& in good. Winding. The Executive Director shall mail this ballot to all active members at least fifteen (15) days before The regular Gummi meeting.
The ballots shall be marked in accordance with ingtnictions pritrtcd on the ballot and returned to the chamber office within ten 00) days.
ARTICLE rx Dissolution
Section 1: h the event of the dissolution of the Clear Lake Chamber of Commerce: its property and assts shall be given to non-profit 501.3 orgarrizaiiort selected by the Board of Direobors after pa.yrnent of all debts_

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