BY-LAWS

OF

JOHNSTOWN-MILLIKEN CHAMBER OF COMMERCE

Article I.   Offices

            The principal office of the corporation in the State of Colorado shall be located in the City of Johnstown, County of Weld.

Article II.   Members

            Section 1.   Classes of Members.  The corporation shall have three classes of members.  Regular Business Members; Volunteer Members; Honorary Members.

            Section 2.   Voting Rights.  Each Regular Business Member present at the annual meeting or special meetings shall be entitled to one vote on each matter submitted to a vote of the members.

            Section 3.   Termination of Membership.  The Board of Directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting.   Membership of any member may be terminated by act of time, if he/she becomes ineligible for membership by default in the payment of dues for the period fixed in Article XII of these bylaws.  Members shall be invoiced for Membership Dues before the first day of January.  If payment for Annual Dues is not received by January 31st, the Treasurer shall re-bill said member the first day of February and provide notice that non-payment will cause termination of membership.  If payment for Annual Dues is not received by the last day in February, the Treasurer shall notify the President and/or the Vice President who will pay a courtesy call to said member during the month of March.  If payment for Annual Dues is not received by the last day in March, said membership shall be terminated. 

            Section 4.   Resignation.  Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

            Section 5.   Reinstatement.  Upon written request signed by a former member and filed with the secretary, the Board of Directors, by the affirmative vote of two-thirds of the members of the board, may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

            Section 6.   Transfer of Membership.  Membership in this corporation is not transferable or assignable.

Article III.   Meetings of Members

            Section 1.   Annual Meeting.  An annual meeting of the members shall be held on the Third Tuesday in the month of November in each year, at the hour of seven o’clock, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of Colorado, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

            Section 2.   Special Meetings.  Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.

            Section 3.   Place of Meeting.  The Board of Directors may designate any place in Weld County, State of Colorado, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.

            Section 4.   Notice of Meetings.  Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally, email, fax or telephone to each member entitled to vote at such meeting, not less than three days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.

            Section 5.   Informal Action by Members.  Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by all of the members entitled to vote with respect to the subject matter thereof.

            Section 6.   Quorum.  Those in attendance shall represent a quorum.

Article IV.   Board of Directors

            Section 1.   General Powers.  The affairs of the corporation shall be managed by its Board of Directors.

            Section 2.   Number, Tenure and Qualifications.  The number of directors shall be eleven which shall consist of the President, Immediate Past President, Vice President, Secretary, and Treasurer and six directors. The six directors shall hold office for a term of two years, until his/her successor shall have been elected and qualified.  The office of the President, Immediate Past President, and Vice President shall be for one year.

            Section 3.   Regular Meetings.  Regular meetings of the Board of Directors shall be held on the second Monday of every month without other notice than this bylaw.

            Section 4.   Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the president or any two directors.

            Section 5.   Notice.  Notice of any special meeting of the Board of Directors shall be given at least two days prior to the meeting by written notice delivered personally or sent by mail, email or phone to each director at his/her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting.

            Section 6.   Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

            Section 7.   Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or by unanimous approval if a vote is by mail, fax, email, telephone, etc. without a meeting.

            Section 8.   Vacancies.  Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors.

            Section 9.   Compensation.  Directors and Officers shall not receive any stated salaries for their services. 

Article V.   Officers

            Section 1.   Officers.  The officers of the corporation shall be a President, an Immediate Past President, a Vice President, a Secretary, and a Treasurer.

            Section 2.   Election and Term of Office.  The President and Vice President of the corporation shall be elected annually by the members at the regular annual meeting. The Secretary and Treasurer of the corporation shall be elected by the Board of Directors each year in January. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  All expiring terms shall be elected to a two-year term.

            Section 3.   Removal.  Any officer or director elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby and/or when said officer or director is not present at three Board Meetings without reasonable cause. 

            Section 4.   Vacancies.  A vacancy in any position on the Board of Directors because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

            Section 5.   President.  The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

            Section 6.   Vice President.  In the absence of the President or in event of his/her inability or refusal to act, the Vice President shall perform the duties of the President or any such other duties as may be prescribed by the President or the Board of Directors.

            Section 7.   Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article VII of these bylaws.

            Section 8.   Secretary.  The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

            Section 9.   Executive Director.  The Board of Directors may retain the services of an individual, a group of individuals, or a company to perform tasks necessary to the daily operation of the chamber.  If retained by the Board of Directors, the Executive Director(s) shall be a non-voting member(s) of the Board of Directors and shall perform such duties as directed by the President and/or the Board of Directors.

            Section 10.  Immediate Past President.  The Immediate Past President will give continuity and expert advice to the rest of the board and, in the absence of the President and the Vice President, shall perform the duties of the President.

Article VI.   Committees

            Committees of Directors.  The Board of Directors, by resolution and adopted by a majority of the directors in office, may designate one or more committees. Each committee, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation.  The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon the Board of Directors or a director by law.

Article VII.   Contracts, Checks, Deposits and Funds

            Section 1.   Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

            Section 2.   Checks, Drafts, etc.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.

            Section 3.  Loans.  No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority shall be general or confined to specific instances.

            Section 4.  Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

            Section 5.  Gifts.  The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes of or for any special purposes of the corporation.  

Article VIII.   Certificates of Membership

            Certificates of Membership.  The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the board.

Article IX.  Nondiscrimination

            The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.

Article X.   Books and Records

            The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent, for any proper purpose at any reasonable time.

Article XI.   Fiscal Year

            The fiscal year of the corporation shall begin on the first day of June and end on the last day of May in each year.

Article XII.   Dues

            Section 1.   Annual Dues.  The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.

            Section 2.   Payment of Dues.  Dues shall be payable in the month of January in each calendar year. Dues of a new member shall be prorated from the first month of the year in which such new member is admitted to membership for the remainder of the calendar year.

            Section 3.   Default and Termination of Membership.  When any member of any class shall be in default in the payment of dues, his/her membership may thereupon be terminated by the Board of Directors in the manner provided in Article II of these bylaws.

Article XIII.   Waiver of Notice

            Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Act of Colorado or under the provisions of the article of incorporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XIV.   Amendments to Bylaws

            These bylaws may be altered, amended or repealed and new bylaws may be

adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least seven days written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting. Know all men by these presents:  That we, the undersigned, being all members of the Johnstown-Milliken Chamber of Commerce, hereby assent to the foregoing bylaws and adopt them as the bylaws of said corporation.

            IN WITNESS WHEREOF, we have hereunto subscribed our names, this ___13th_____ day of ____February___________, 2006.

President: __Olivia Eldred________________________________  _2/13/06__

                   Signature                                                         Date

Vice President:  __Cindy Roinestad________________________  _2/13/06__

                                 Signature                                           Date

            The undersigned secretary of the corporation known as the Johnstown-Milliken Chamber of Commerce does hereby certify that the above and foregoing bylaws of said corporation, on the _13th_ day of _    February_______, 2006, and that they do now constitute the bylaws of said corporation.

Attest: __Stuart Hutchison_____________________________

                    Secretary