Bylaws of the Australian American Chamber of Commerce Pacific Northwest

A not-for-profit 501 (c) chamber organization

1. NAME

The name of the organization is “The Australian American Chamber of Commerce of the Pacific Northwest”. 

2. PRINCIPAL OFFICE 

The principal office of the Australian American Chamber of Commerce of the Pacific Northwest (hereinafter referred to as the "Chamber") for the transaction of its business shall be located in Seattle, Washington or in such other location as designated by the Chamber's Board of Directors. 

3. DEFINITIONS

In these Bylaws, the following words and expressions have the meanings indicated unless the context requires otherwise: 

Board means the Chambers Board of Directors assembled at a meeting of Directors in accordance with these Bylaws. 

Chair means the Chair at the Annual General Meeting. 

Chamber means the Australian American Chamber of Commerce of the Pacific Northwest.

Director means a member of the Board appointed pursuant to clause 8. 

Membership means membership of the Chamber. 

Notice includes all written communication to members. 

Office means the Chamber’s registered office. 

President means the President elected by the Board. 

Voting Members means Members who are entitled to vote at a general meeting of the Chamber. 

4. INTERPRETATION

a) Words importing the singular number include the plural and the converse applies.

b) Words importing persons include corporations, companies, associations, and institutions.

c) Unless the context otherwise requires, headings are for ease of reference only and do not affect the construction of these Bylaws.

d) References to clauses are to clauses of these Bylaws.

5. PURPOSES AND LIMITATIONS 

5.1 Purposes
The purposes of the Chamber are: 

a) To promote social interaction, two-way trade, investment, tourism and economic relations between Australia and the United States in general, and the Pacific Northwest in particular. 

b) To provide a forum for the discussion of vital issues and for the dissemination of useful information on Australian-American social, trade and economic relations. 

c) To maintain close ties with the international business communities in Australia and the United States. 

d) To promote programs in support of the above-mentioned purposes and, generally, to enhance good will and understanding between the peoples of Australia and the United States. 

e) In general, to engage in such additional activities as are usually and normally engaged in by similar and other Chambers of Commerce. 

5.2 Limitations

a) Notwithstanding anything herein to the contrary, the Chamber shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes and powers described in the Articles of Incorporation s presently registered and as hereafter amended and/or restated. 

b) The Chamber shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c) (6) of the Internal Revenue Code of 1986, and its Regulations, as they now exist or as they may hereafter be amended. 

c) The Chamber shall not conduct or carry on any activities not permitted to be conducted or carried on by a Washington not-for-profit corporation governed by Chapter 22 of the Washington Business Organizations Code, as it now exists or may hereafter be amended.

d) No part of the earnings of the Chamber shall inure to the benefit of, or be distributable to, any of its Directors. The Chamber shall be authorized to pay reasonable compensation for services rendered by independent contractors or others, for the provision of a service that has prior approval of the Board, and the amount payable is on reasonable commercial terms. 

e) Directors may be entitled to reimbursement of expenses incurred for their services as Director in such a manner as the Board allows. The payment to a Director of out-of-pocket expenses incurred in carrying out the duties of a Director where the payments do not exceed an amount previously approved by the Board. 

6. MEMBERSHIP 

6.1 Membership Classes

BOARD OF DIRECTORS TO DECIDE FEE STRUCTURE ON AN ANNUAL BASIS BY ⅔ VOTING 

The Board is responsible for defining and confirming Membership levels, and the costs and benefits of those levels, on an annual basis as desired by the Board. Classes of Membership shall comprise, five (5) classes of voting members who are thus "members" within the meaning of the Washington Nonprofit Corporation Law (the "Law") as follows: 

a) Individual and Family Membership

An individual may apply for Individual Membership in their own name.
A family membership consists of parents and their children under the age of eighteen (18) years. Individual and Family membership shall not be entitled to a vote on Chamber matters.

b) Corporate Membership

A business firm, governmental entity or affiliate, or other appropriate organization may apply for a paid Corporate Membership under its business name. Each Corporate Membership shall be entitled to a single vote on Chamber matters. Up to four (4) designated employees of the business firm, government entity or affiliate or other appropriate organization will be entitled to receive benefits of membership.

c) Corporate Partners

A business firm, governmental entity or affiliate, or other appropriate organization may apply to be a paid Corporate Partner under its business name. Corporate Partners shall be entitled to three (3) votes on Chamber matters. All employees of the business firm, government entity or affiliate or other appropriate organization will be entitled to receive benefits of membership. 

d) Honorary Lifetime Membership

A person is eligible to become an Honorary Lifetime Member if they are a natural person and have been nominated to become an Honorary Lifetime Member by the Board. An Honorary Lifetime Member is entitled to attend but not vote at the annual general meeting of the Chamber and is exempt from the payment of Membership fees.  Past Presidents of the Board automatically qualify for this membership, unless denied by the Board. 

An Honorary Lifetime Member remains an Honorary Lifetime Member until they die, resign by written notice to the Chamber, or the Board resolves to terminate the appointment upon the affirmative vote of two-thirds (2/3) of the Directors present at any meeting. 

e) Other Memberships

The Board may, from time to time, by the affirmative vote of two- thirds (2/3) of the Directors present at any meeting, establish additional classes of Membership, which shall have benefits and privileges as defined by the Board.

6.2 Termination of Membership

The Board may terminate any Member at any time by written notice to the individual, business, governmental entity or affiliate, or other organization. Termination shall be upon the affirmative vote of two-thirds (2/3) of the Directors present at a board meeting. A written notice may be in the form of electronic mail, and certified mail. 

6.3 Suspension of Membership 

The Board may, at its discretion, suspend any Member who becomes three (3) months delinquent in payment of dues by written notice to the individual, business, governmental entity or affiliate, or other organization. Suspension shall be upon the affirmative vote of two-thirds (2/3) of the Directors present at a board meeting. A written notice may be in the form of electronic mail, certified mail. 

7. SUBSCRIPTIONS, DUES AND LEVIES. 

The Board must set the Membership fees to be paid by Members, except for Honorary Lifetime Members, who are not required to pay fees. Dues shall be payable on the date of joining prorated for the remainder of the calendar year and, thereafter, at the beginning of each calendar year, or at the discretion of the Board, dues may be payable without proration on an annual basis. 

The Board may set Membership fees at different rates for each class of Members and within each class of Members. Fees within a class of Members may be set by reference to the number of employees of the Member. 

8. MEETINGS 

8.1 Annual General Meeting

The Annual General Meeting must be held once in every calendar year and no later than 15 calendar months after the previous general meeting at the place the Board determines. 

A notice of the annual general meeting must specify the place, date and hour of the meeting, and the general nature of the business to be transacted at the meeting. It is not necessary for the notice of the annual general meeting to state that the business to be transacted at the meeting includes the consideration of accounts, the re-election of Directors, or election of Directors in the case of those retiring. 

All members are entitled to receive notice of general meetings of the Chamber. Accidental failure to give notice of a general meeting to 1 or more Members and non-receipt of a notice of general meeting to 1 or more Members does not invalidate proceedings at any meetings.

No business may be transacted at any general meeting unless a quorum is established. 

A quorum is established when either of two conditions are met:
1: a two-thirds (2/3) majority of voting members is present at the AGM, in person or by proxy; or,
2: a two-thirds (2/3) majority of the current Board is present at the AGM, in person or by proxy. 

If a quorum is not present within half an hour from the time appointed for the meeting, the meeting stands adjourned to such day, and at such time and place, as the Board determines, or, if no determination is made by the Board, to the same day in the next week at the same time and place.

The President of the Board will be Chair at the annual general meetings. Alternatively, where the Chair is not present within 15 minutes after the time appointed for the holding of the meeting, or is unwilling to act, the other Directors present must elect 1 of their number to act as Chair of the meeting.

8.2 Voting Entitlement

At any general meeting, a resolution put to the vote of the meeting will be decided on a clear majority. In the absence of a clear majority, the decision will be made by a ballot. 

In the case of an equality of votes, the Chair of the meeting has a casting vote.

8.3 Proxies

A Voting Member is entitled to appoint another Voting Member or the authorized representative of another Voting Member as that Member’s proxy to attend and vote on its behalf at any general meeting.

An instrument appointing a proxy must be in the following form or in a form that is as similar to the following form as the circumstances allow: 

“I, (name) of (address), being the representative of a Voting Member of Australian-American Chamber of Commerce PNW Chapter, hereby appoint (name) of (address) or, in his absence, (name) of (address) as my proxy to vote for me on my behalf at the annual general / special general meeting of Australian-American Chamber of Commerce PNW Chapter to be held on the (day) day of (month (year) and at any adjournment of that meeting. This form is to be used in favor of / against the resolution with the full number of votes commensurate with my organization's membership level.

Signed this (date) date of (month) (year)* strike out whichever is not desired. 

An instrument appointing a proxy is invalid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of that power or authority, are deposited at the Office not less than 48 hours before the time of holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

8.4 Special General Meetings

Upon the written requisition of any two (2) Directors, the President or in their absence the Secretary, must convene a special general meeting to be held within fourteen (14) days after the receipt of the requisition. The requisition must set out the purposes for which the special general meeting is required. 

9. BOARD OF DIRECTORS 

9.1 Composition

The Board will consist of no fewer than three (3) Directors, who are natural people. The Board will initially comprise seven (7) Directors. 

At the first meeting following an AGM, the Board shall elect from amongst the Directors a President, Vice President, Secretary and Treasurer.

The Board may, in accordance with the Board voting provisions outlined above, create additional director positions as needed to serve the Chamber’s mission. Director positions created will be subject to ratification by the members at the next AGM.

9.2 Election of Directors

Elected Directors shall serve for a 2-year term. An election of Directors shall be held at each Annual General Meeting. The number of Directors for election shall be on a rotation basis, with half the Directors in one year and the remaining half in the next cycle.

The board shall call for nominations for Directors not less than thirty (30) days before the AGM.
Voting members at the AGM, either in person or by proxy, shall cast their votes via a ballot. 

The candidates for Director receiving the greatest number of ballots shall be declared elected.

This rotation system applies irrespective of the recent filling of any positions. Directors elected to fill unforeseen vacancies will adhere to the established rotation cycle.

Existing Board roles that become vacant during the year can be filled by the Board. 

9.3 Termination of Appointment of Directors

The office Director becomes vacant if the Director: 

• Becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; 

• Resigns his or her office by notice in writing to the Board; 

• Is absent without the consent of the Board from all its meetings held during a period of six (6) months. 

10. PROCEEDINGS OF THE BOARD 

The Board may meet together, once a month, or at such other intervals as determined by the Board, for the dispatch of business, adjourn or otherwise regulate its meetings and proceedings as it deems fit.

A Board meeting may be held by the Directors communicating with each other by any technological means by which they are able simultaneously to hear each other and to participate in discussion.

The Directors need not all be physically present in the same place for a Board meeting to be held.

A Director who participates in a meeting held in accordance with this clause is taken to be present and entitled to vote at the meeting. 

10.1 Quorum

The quorum necessary for the transaction of the business of the Board is a two-thirds (2/3) majority of elected Director’s present in person, by proxy, attorney or Representative. 

10.2 President of Board Meeting 

The President, or, in their absence, the Vice President shall preside over all Board meetings. 

10.3 Voting at Board Meetings

Questions arising at a Board meeting are decided by a majority of the votes of the Directors present and voting. In case of an equality of votes, the President of the meeting has a casting vote in addition to their deliberative vote. 

11. COMMITTEES

The Board may delegate any of its powers to committees consisting of such person or persons as it thinks fit and may revoke such delegation. Any committee so formed must conform to any rules imposed upon it by the Board. 

The meetings and proceedings of any such committee consisting of two or more Directors are governed by the clauses of these Bylaws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any rule made by the Board under this clause.

11.1 Nominations Committee

Not less than sixty (60) days prior to the annual general meeting, the President shall appoint a Nominations Committee whose duty it shall be to nominate candidates for Directors of the Chamber to be elected at the next annual general meeting.

The said Nominations Committee shall notify the Secretary in writing not less than thirty (30) days prior to the annual general meeting of the names of such candidates, and the Secretary shall notify voting members by certified mail, facsimile, or electronic mail the names of such candidates simultaneously with a notice of the meeting. 

11.2 Executive Committee 

The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer. It shall meet on call of the President, or in the absence of the President, then by other members of the Executive Committee. The Executive Committee shall act for and on behalf of the Board when the Board is not in session but shall be responsible to the Board for its actions. 

11.3 Other Committees

The President may, from time to time, in their discretion, appoint such other committees as they deem appropriate. 

12. CONTRACTS, DISBURSEMENTS AND GIFTS 

The Board may by majority vote authorize any Director to enter into a contract or sign an instrument in the name of and on behalf of the Chamber. Such authority may be general or limited, and unless otherwise stated shall be presumed to be limited authority for the purposes of a specific contract which shall be described in the Board authorization. 

The Board may accept on behalf of the Chamber any contribution, gift, bequest or donation for the general purposes or any special purpose of the Chamber. 

All receipts issued by the Chamber shall include a notice regarding tax deductibility similar to the following: “Although the Chamber is a tax-exempt, not-for-profit corporation, payments to the Chamber are not tax deductible as charitable or educational contributions. Such payments may be tax deductible when made for business purposes, although the Chamber accepts no responsibility for such a determination”. 

All disbursements shall be made by electronic payment. An electronic payment for an amount in excess of two hundred and fifty dollars ($250.00) shall be approved by two (2) Directors. 

13. RECORDS 

The Directors must cause proper accounting and other records to be kept. 

The minutes of Board meetings must record that a meeting was held, the names of the Directors present and all orders made by the Board.  

The Board must determine whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the Chamber will be open to the inspection of Members other than Directors. 

A Member other than a Director does not have the right to inspect any document of the Chamber except as provided by law or authorized by the Directors at the annual general meeting. 

14. FINANCES 

14.1 Accounts

The Treasurer shall keep full and accurate accounts of receipts and disbursements and shall deposit all monies and other valuable effects in the name and to the credit of the Chamber in such depositories as may be designated by the Board. 

The Treasurer shall disburse the funds of the Chamber as may be ordered by the Board, taking proper vouchers for such disbursements. 

The Treasurer must cause to be made out and laid before the Members at each Annual General Meeting, a profit and loss account and balance sheet in all respects. 

14.2 Fiscal Year

The fiscal year of the Chamber shall be January 1st to December 31st, subject to change by a two-thirds (2/3) majority vote of the Board. 

14.3 Operating Budget

Each year, the Treasurer shall oversee the preparation of an annual operating budget for the ensuing fiscal year. Such annual operating budget shall be approved by a majority of the Board.  

14.4 Tax Reporting 

The Treasurer shall oversee the preparation and filing of all required State and Federal tax reports with government authorities and the issuance of appropriate receipts to all Sponsors. 

15. LIMITATION OF LIABILITY, INDEMNIFICATION, AND INSURANCE 

The personal liability of any present or former Director of the Chamber, for any act or omission committed or alleged to have been committed by such person acting in such capacity, is hereby eliminated to the fullest extent permitted by law. 

The Chamber shall indemnify and hold harmless any present or former Director of the Chamber from and against liability and expenses (including reasonable attorneys’ fees and costs) to the extent provided and subject to the conditions set forth in the Chamber’s Articles of Association, as presently in effect and as hereafter amended and/or restated. 

Additionally, the Chamber may, as otherwise permitted by law, indemnify and hold harmless any person who is made a party or is threatened to be made a party to any legal proceeding by reason of any act or omission of such person which was committed or alleged to have been committed by such person acting on behalf of the Chamber, subject to such terms and conditions determined by the Board, including but not limited to a maximum level of indemnification, revocation of indemnification and disgorgement of any fees or expenses paid on behalf of the indemnitee, if the person is adjudged to have committed intentional misconduct and gross negligence (by act or omission). 

Any person requesting indemnification from the Chamber shall make written request to the Board within a reasonable time after the person is threatened to be made a party or is made a party to any legal proceeding, with a description of the acts or omissions committed or alleged to have been committed acting on behalf of the Chamber, specifying when and how such person was authorized by the Board to engage in such conduct, and furnishing copies of all documents describing the legal claims threatened or alleged. 

All votes which may be required to effectuate indemnification hereunder shall be by affirmative vote of two-thirds (2/3) of the Board present at any meeting called for such purpose, provided always that if the person seeking indemnification is a Director, the vote of such person shall not count toward the quorum or the determination herein. 

16. DISSOLUTION 

Although the duration of the Chamber is intended to be perpetual, the Chamber may be dissolved in the manner permitted by the Washington State Business Organizations Code. 

Upon any dissolution and the liquidation of assets of the Chamber, after paying or making provision for payment of all liabilities of the Chamber, all remaining assets of the Chamber shall be distributed to such tax-exempt organization(s) as may be determined by the Board and as otherwise may be required by the Internal Revenue Code. 

17. AMENDMENTS 

These Bylaws may be amended, repealed or altered, in whole or in part, by two-thirds (2/3) majority of the Board present (in person or by proxy) at any Board meeting of the Chamber, provided that the proposed changes shall be published in the notice of the meeting.