Board of Directors Meeting December 20, 2016

TABLE OF CONTENTS

Agenda 2

October Minutes 3

November Minutes 4

Board Attendance 6

2017 Budget 7

Bylaws – Red Line Version 12

Board Evaluation 21

Board Priorities 25

Important Dates for 2017 26

Kalispell Chamber of Commerce Regular Board of Directors Meeting

Chamber Conference Room, 15 Depot Park, Kalispell, MT Tuesday, December 20, 2016 - 7:00-8:30 am

Agenda

I. 7:00 Call To Order: Lisa Brown, Chairman of the Board

II. 7:00 CONSENT AGENDA – Bob Herron, Secretary/Treasurer• Minutes of the October 25, 2016 board meeting• Minutes of the November 22, 2016 board planning session• Board Attendance 2016 (information only)

III. 7:10 BOARD ACTION AND DISCUSSION ON INITIATIVES AND PROGRAMS• For approval: 2017 budget• For approval: Bylaw changes recommended by attorney Scott Hagel. Bylaw review by

an attorney is one of the requirements for reaccreditation• Report: results of the board evaluation in 18 areas and ranked from highest to lowest• Report: Board priorities for 2017 as ranked during the planning session• Report: New web site – Kate Lufkin• Report: important dates for 2017• Discussion: Legislative agenda – infrastructure, work comp reform, airline service

IV. 8:00 REPORTS, ACTIVITIES, AND ANNOUNCEMENTS (information only)• Activities and Programs:

Jan 2-3: Business Days at the CapitolJan 17: Annual Meeting & 2017 AgendaJan 20-22: Montana Pond Hockey Classic

• Board Announcements

V. 8:30 Adjourn

Next Meeting: January 24, 2017

Kalispell Chamber of Commerce Board of Directors Meeting 15 Depot Park, Kalispell, MT 59901

Tuesday, October 25, 2016

MINUTES

Board Members Present: Lisa Brown, Joe Carbonari, Jason Cronk, Mark Flatau, Dawn Hendrickson, Mark Hensley, Bob Herron, Doug Houtz, Mark Johnson, Chris Ohler, Brian Pelc, Mike Pence, Maria Phelps, Tom Ray, Doug Russell, Mike Smith, Courtenay Sprunger, Kary Tonjum, Dave Waldenberg, Rick Weaver Board Members Absent: Jesse Davis, Mark Gronley, Dave Hergesheimer, Jane Karas, Mike Nye, Jim Peterson, Laura Taylor, Tagen Vine Staff Present: Joe Unterreiner, Katie Brien, Kate Lufkin, Margit Simmer Notice of the meeting having been given, the meeting was called to order by Lisa Brown at 7:02am. CONSENT AGENDA

1. Minutes of the September 20 meeting were reviewed. Rick Weaver motioned for approval, Kary Tonjum seconded; minutes were approved. Maria noted that she was listed as absence in the minutes, but she was in attendance.

2. The financials for September 2016 were reviewed. Rick Weaver motioned for approval, Joe Carbonari seconded; minutes were approved.

BOARD ACTION AND DISCUSSION ON INITIATIVES AND PROGRAMS

1. Action: Hear presentation from Joe and Lisa about a recommendation from the Great Chief and Businessman/woman committees on a new award. This award would not be annual, but would be given out at the discretion of the board. Their recommendation for this year is Velinda Stevens as she had been nominated for Businesswoman of the Year. Mike Smith motioned to approve the new award AND Velinda Stevens as the first recipient, Courtenay Sprunger seconded; motion passed.

2. Discussion-Board Retreat Agenda: Would like to hear a broad overview of the upcoming legislative year and our focuses (maybe bring in Mark or Aidan instead of a couple legislators). Would like to have an update on accreditation. Would like to update on the building campaign/plans.

3. Report—5th Judge for Flathead County: Mike Pence discussed the state recommendation to add a 5th judge to Flathead County. This is a state recommendation, but there are some at the county level that do not feel it is necessary. If it were passed, the new judge would start in 2019. There may be discussion about waiting and having the judge start in 2021 (waiting until the next legislative session to have a billed carried). The county would only go out for one bond to cover both the jail and court situations. It is unlikely that a local representative will carry a bill if there is push back from the county level.

4. Report—Flathead Manufacturing Report: Great educational turnout this year. The final UNWIND for the month’s events is this week at FALKOR.

5. Report—Healthcare Initiative: the report will be published in five days. Bob Nystuen will chair this council.

REPORTS, ACTIVITIES, AND ANNOUNCEMENTS (information only)

a. President’s Report: Bypass grand opening is slated for October 28. Reviewed the new construction report and government affairs report.

b. Membership Report: 11 new members since the last board meeting. c. Administrative Report: Banquet sponsorships and registrations are up; registration will

close next Friday. Change the Christmas Parade from the day after Thanksgiving to Saturday, December 10th. Will assist KDA with the tree lighting and caroling which is moved to the night of Art Walk, Friday, December 2nd.

d. Activities and Programs: i. Oct 28: Bypass grand opening (tentative), 1pm

ii. Oct 28: MFG Day Unwind at Falkor, 5 pm iii. Nov 8: Election Day iv. Nov 10: 112th Annual Banquet and Auction v. Nov 22: Board Retreat, First Interstate Bank

vi. Nov 26: Small Business Saturday vii. Jan 2-3: Business Days at the Capitol

6. Board Announcements a. None.

There being no further business, the meeting was adjourned at 8:11am. Respectfully submitted, Katie Brien, Administrative Services Manager

Kalispell Chamber of Commerce Board of Directors Meeting 15 Depot Park, Kalispell, MT 59901

Tuesday, November 22, 2016

MINUTES

Board Members Present: Lisa Brown, Joe Carbonari, Jason Cronk, Jesse Davis, Mark Flatau, Dawn Hendrickson, Mark Hensley, Dave Hergesheimer, Bob Herron, Doug Houtz, Mark Johnson, Jane Karas, Mike Nye, Chris Ohler, Brian Pelc, Maria Phelps, Tom Ray, Doug Russell, Mike Smith, Courtenay Sprunger, Laura Taylor, Kary Tonjum, Tagen Vine, Dave Waldenberg, Board Members Absent: Mike Pence, Rick Weaver Staff Present: Joe Unterreiner, Katie Brien Notice of the meeting having been given, the meeting was called to order by Lisa Brown at 1:34pm. BOARD RETREAT AGENDA

1. Welcome & Industry Reports 2. 2016 Report, 2017 Agenda: Joe reviewed the 2016 highlights and presented the agenda for

2017. Board Directors had the following input on the 2017 agenda: how can the Board get involved in the move up campaign? Is it possible for the Board to meet with new member outside of the monthly luncheons? Will the Chamber be focusing on the Business Equipment Tax in the upcoming legislative session? Will the Chamber be focusing and/or working on affordable housing in Kalispell? The Board agreed on the presented agenda for 2017. Joe also reviewed the provided chart showing the Chamber and its affiliates and their oversight. The SWOT analysis completed in March was reviewed; no additions.

3. How to bring the Board to the next level: Joe and Lisa reviewed the self-evaluation form and what their purpose is. Board was given time to complete the form and answers were tallied. The following priorities were the top tallied for 2017: advocacy (workers comp, AERO, Business Equipment Tax), workforce training, membership development, Downtown/Core Plan, and continued support of highway projects. The top priorities will be detailed out in the 2017 agenda.

There being no further business, the meeting was adjourned at 4:41pm. Respectfully submitted, Katie Brien, Administrative Services Manager

2016 Board AttendanceJan Feb Mar Apr May Jun Aug Aug Sep Oct Nov Dec

Brown, Lisa X X X X X ~ X X X X XCarbonari, Joe X X ~ X X X X X X X XFlatau, Mark X X X ~ X ~ X X X X XGronley, Mark ~ X ~ X ~ XHendrickson, Dawn X X ~ X X X X X X X XHensley, Mark X ~ X X ~ X X X ~ X XHergesheimer, Dave X X X ~ X X X X X ~ XHerron, Bob X X X X ~ X X ~ X X XJohnson, Mark X X X X ~ X X X ~ X XKaras, Jane X ~ ~ X ~ X ~ X ~ ~ XNye, Mike X X X X X X X X X ~ XOhler, Chris X X ~ X X ~ X X X X XPelc, Brian X X X ~ X X ~ X X X XPence, Mike X X X X X X X X X X ~Peterson, Jim X ~ ~ X ~ X XPhelps, Maria ~ X X ~ X X X ~ X X XRussell, Doug ~ X ~ X ~ X X X ~ X XSmith, Mike X X ~ X X X X X ~ X XSorensen, Jerry XSprunger, Courtenay X X ~ X ~ X X ~ X X XTaylor, Laura X X X X ~ X ~ X X ~ XTonjum, Kary X ~ ~ X X X X ~ ~ X XVine, Tagen X X X X X X X X ~ ~ XWaldenberg, Dave X X ~ X X X X X ~ X XWeaver, Rick ~ X X X ~ X X X X X ~

21/25 20/24 13/24 20/24 14/24 21/24 20/23 18/22 14/22 17/22 20/222016 = 2015 = 79%2014 = 84%2013 = 82%

2017 DirectorsCronk, Jason X XDavis, Jesse XHoutz, Doug X XRay, Tom X XWright, Jim X

1 | P a g e

BYLAWS

Updated 10.10.2016

ARTICLE I – General Section 1 – NAME: This organization is incorporated under the laws of the State of Montana and shall be known as the Kalispell Chamber of Commerce. Section 2 – PURPOSE: The purpose of the Kalispell Chamber of Commerce is to provide the leadership and organization necessary to create and nurture a favorable business and economic environment in the Kalispell area, thereby, affording its citizens the opportunity to make the Kalispell area a better place in which to live, work, and promote tourism by serving as the designated Convention and Visitor Bureau administering tourism promotion programs pursuant to Chapter 664, Laws of Montana (1987) or successor statutes. Section 3 – LIMITATION OF METHODS: The Kalispell Chamber of Commerce shall observe all local, state, and federal laws which apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code.

ARTICLE II – Membership

Section 1 – ELIGIBILITY: Any person, association, firm, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible for membership as long as the entity is a legal state and federal recognized business. Any person or entity having an interest in the objectives of the organization shall be eligible for membership provided such person or entity is not engaged in any activity deemed illegal under state or federal law.

Section 2 – MEMBERSHIP DUES: Membership dues as are currently on a tiered investment schedule as established by the Board of Directors. The lowest four categories (non-profit, bronze, silver, and gold) and are annually increased $5-10. The upper tiers (platinum, diamond, community leader, and regional leader) are increased at the discretion of the Board of Directors. Dues shall be paid annually, either in one payment or three payments, and can be paid in advance.

Section 3 – RESIGNATION: Any member may resign from the Chamber upon written request to the Board of Directors. Section 4 – DELINQUENCY: In case of delinquency of a member by failure to pay dues within 30 days after date of maturity, a written notice thereof shall be sent to that business. If at the end of 120 days thereafter, delinquency remains, the membership may be terminated. Section 5 – EXPULSION: Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing. are afforded the member complained against. Section 6 – VOTING: The Board of directors shall have the authority to establish a non-voting class of membership. Each voting Unless classified as a non-voting member, each member shall be entitled to cast one (1) vote.”member of the Kalispell Chamber of Commerce shall be entitled to cast one (1) vote. The Board of directors shall have the authority to establish a non-voting class of membership. Section 7 – EXERCISE OF PRIVILEGES: Any firm, association, corporation, partnership holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscription and shall have the right to change its membership upon written notice. Any non-human entity member may designate representatives to exercise the privileges of membership and shall have the right to change such designated representatives upon written notice.”

ARTICLE III – Meetings

Section 1 – ANNUAL MEETING: The annual meeting of the corporation shall be held during January of each year. The time and place shall be fixed by the Board of Directors. Section 2 – SPECIAL MEETINGS: Special meetings of the Chamber of Commerce shall be called by the President, a majority of the Board of Directors or upon petition in writing of any thirty (30) members in good standing at any time. Section 3 – NOTICE: Notice of special meetings shall be mailed to each member at least five (5) days prior to such meeting. Section 4 - QUORUM: At any duly called regular or special meeting of the Chamber membership, a quorum shall consist of those present.

ARTICLE IV – Board of Directors

Comment [JU1]: It’s important for a non-profit corporation to clearly delineate issues of governance between its members and directors. The Chamber is really a board-driven organization, and this should be made more clear in Article II, the Membership article. This article provides that the members are entitled to vote, but the scope or limits of their voting authority is not defined anywhere. It’s clear that the bylaws give all authority for policy, statements of position, resolutions, budgeting and finance, and governance to the Board of Directors. In Article XI, Dissolution, it is clear the members would be entitled to vote to dissolve the corporation, but only if the question were presented to them by the Board of Directors. If this is the only question they get to vote on, I would make that explicit. I would recommend simply adding a statement under Article II, Section 6, that defines the scope and limitations of the Members’ voting rights – something like: “Governance of the Chamber is solely vested in its elected Board of Directors. The scope and limitation of members’ voting rights are as follows:” (then list what they get to vote on).

Comment [JU2]: It’s important for a non-profit corporation to clearly delineate issues of governance between its members and directors. The Chamber is really a board-driven organization, and this should be made more clear in Article II, the Membership article. This article provides that the members are entitled to vote, but the scope or limits of their voting authority is not defined anywhere. It’s clear that the bylaws give all authority for policy, statements of position, resolutions, budgeting and finance, and governance to the Board of Directors. In Article XI, Dissolution, it is clear the members would be entitled to vote to dissolve the corporation, but only if the question were presented to them by the Board of Directors. If this is the only question they get to vote on, I would make that explicit. I would recommend simply adding a statement under Article II, Section 6, that defines the scope and limitations of the Members’ voting rights – something like: “Governance of the Chamber is solely vested in its elected Board of Directors. The scope and limitation of members’ voting rights are as follows:” (then list what they get to vote on).

Section 1 – COMPOSITION OF THE BOARD: The Board of Directors shall be composed of not less than sixteen (16) members, nor more than twenty one (21), one-third (1/3) of whom shall be elected annually to serve for three (3) years. The Board of Directors shall be composed of not fewer than sixteen (16), nor more than twenty-one (21), members or designated member representatives, one-third of whom shall be elected annually to serve for three (3) years. The Immediate Past Chairman shall automatically serve on the Board of Directors with full voting privileges for an additional year should his term on the Board expire correspondingly with his term as Chairman. IThe Immediate Past Chairman shall automatically serve on the Board of Directors with full voting privileges for an additional year, should his/her term on the Board expire within the same year as his/her term as Chairman. In any event, the Board shall be comprised of not more than twenty-one (21) members. Directors may serve a limit of two consecutive terms before going off the Board. The Board of Directors is the governing authority of the Chamber and responsible for all policies, finances and properties. Section 2 – EX OFFICIO BOARD MEMBERS: The Board of Directors shall have the authority to create ex officio board member positions. These positions shall be non-voting members of the Board of Directors. The term of office shall be for one (1) year beginning January 1. Ex Officio board members are subject to the same attendance requirements as voting members of the Board and shall not count towards the twenty-one (21) member limit set for the Board in Article IV, Section 1. Section 3 – NOMINATION COMMITTEE: At the first regular August Board of Directors meeting, the Chairman shall appoint a Nomination Committee of not less than three (3) members of the Chamber. Prior to September 15, the Nomination Committee shall present to the President a slate of officer and director candidates equal to the number to be elected. Each candidate must be a member in good standing and must have agreed to accept the responsibilities of the officer or director position. Section 4 – ADDITIONAL NOMINATIONS: Upon receipt of the candidates selected by the Director of the Nomination Committee report, the President shall immediately notify the membership by mail of the nominees. The official Chamber newsletter shall be deemed an acceptable method of informing the members of the nominees. Additional nominations may be made by submitting a petition to the Nomination Committee signed by at least sixteen (16) members in good standing listing a single name as a nominee for an elected three (3) year Director term. Such petition shall be filed with the Nomination Committee by October 10. The determination of the Nomination Committee as to the legality propriety of the petition(s) shall be final. Section 5 – DETERMINATION: If no petition is filed before October 10, nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of Directors at their regular October meeting. If legal a proper petition shall present

additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. The President shall mail this ballot to all members. Only those ballots received by the Chamber of Commerce office within the ten (10) days following mailing shall be counted. The Board of Directors shall, at their regular October meeting, declare the five candidates with the greatest number of votes elected. Section 6 – SEATING OF NEW DIRECTORS: All newly elected Board members shall be invited to attend the November and December regular Board meetings as well as the annual retreat for the purpose of setting organizational procedures orientation for the coming year. Their term of office will begin January 1 following their election, and therefore, they will have no voting rights prior to that date. Section 7 – BOARD MEETINGS: The Board of Directors shall meet at least ten (10) times each year, or more often as the Board shall deem necessary. Fifty percent, plus one person of the then- seated Directors shall constitute a quorum. A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board, or who shall not be present at eight (8) regular meetings during a twelve month period without notifying the President in advance of each absence shall be disqualified, and a new Director may be selected by a majority vote of the Board to serve the remainder of the unexpired term. The Board of Directors may, at their discretion, allow for attendance by teleconference. The same procedure shall be followed upon the death, resignation or inability to serve of any Officer or Director. Section 8 – POLICY: The Board of Directors is solely responsible for formulating the policies of this organization. These policies shall be maintained in a policy manual to be reviewed annually and revised as necessary. Section 9 – MANAGEMENT: The Board of Directors shall employ a President and shall fix his/her salary and other consideration of employment. Section 10 – REMOVAL OF DIRECTORS: Any member of the Board of Directors may be expelled removed based on the good faith determination of the Board or a committee authorized by the Board to make such a determination, that the Board member has engaged in conduct contrary or damaging to the Chamber or aims of the Chamber. Action can be taken upon a majority vote of the Board of Directors. Section 11 – FILLING A VACANT DIRECTOR TERM: When a new Director is named to fill the term of a vacating board member, that filled-term will be considered the first term of the two-term limit for members of the Board of Directors. When a new Director is named to fill the unexpired term of an outgoing Director, that unexpired term will be considered the first term of the two-term limit for members of the Board of Directors.

ARTICLE V - Officers

Section 1 – COMPOSITION: The officers of the Kalispell Chamber of Commerce shall consist of a President, Chairman of the Board, Vice-Chairman of the Board, Immediate-Past Chairman of the Board and a Secretary/Treasurer. The term of office shall be for one (1) year beginning January 1. No person shall be elected to the same office for more than two (2) consecutive terms. The employed President shall be the chief executive officer of the Chamber. No officer other than the President shall be elected to the same office for more than two (2) consecutive terms. The employed chief executive officer of the Chamber shall at all times serve as President. Section 2 –ELECTION: The Chairman shall, not later than September 15, select three (3) Board members to serve as the Officer Nomination Committee. The committee shall select a candidate whose term does not expire during the current year from the membership of the Board of Directors for each office to be filled. The nomination shall be presented to the Board of Directors for the ensuing year at the regular October Board meeting. The Chairman shall ask for additional nominations from the Board and if there are none, those nominated will be declared elected. If additional names are offered, a secret ballot shall determine the officers. Section 3 – DUTIES OF THE CHAIRMAN OF THE BOARD: The Chairman of the Board shall be the chief volunteer of the Kalispell Chamber of Commerce, and shall have the following duties: (1) shall preside at all meetings of the membership and Board of Directors; (2) shall be Chairman of the Executive Committee; (3) shall, with the advice and counsel of the Executive Committee, select such Committee and/or Task Force chairmen as are necessary to carry out the Chamber’s program of work; (4) shall, with the advice and counsel of the Executive Committee, cause a periodic review to be made of the Chamber’s aims and purposes so that it is responsible to the will of the membership; and (5) shall, with the President, sign all formal documents of policy position of the Chamber. Section 4 – DUTIES OF THE VICE-CHAIRMAN OF THE BOARD: The Vice-Chairman shall act in the absence or disability of the Chairman, shall be a member of the Executive Committee, and shall have such responsibilities as may be requested by the Chairman of the Board. Section 5 – DUTIES OF THE SECRETARY/TREASURER: The Secretary/Treasurer shall have the following duties: (1) shall, together with the President and the Chamber staff, be in charge of the receipt and disbursement of the funds of the Chamber in accordance with the approved annual budget; (2) shall, together with the President and Chamber staff, keep accurate records of all Chamber business transactions; (3) shall, together with the President and Chamber staff, cause to be prepared a monthly operating statement and to certify the same; (4) to study and make recommendations to the Board from time to time on the proper control of the Chamber’s finances; (5) shall, together with the President and Chamber staff, cause the Chamber’s financial record to be audited annually by a Certified Public Accountant; and (6) together with the President and

Comment [JU3]: (The point of this is that traditionally and typically, the paid staff position is really that of the CEO and the President functions as a voting officer of the non-profit corporation – in other words, the CEO is a paid staff position and it is part of the CEO’s job to serve as President and participate in governance responsibilities, under the bylaws, reporting to Board of Directors and the other members of the Executive Committee).

Chamber staff, shall make reports to the Board of Directors as to the Chamber’s financial condition. The Board shall have the authority to separate the Secretary/Treasurer position into two positions on a temporary basis, if they determine it is in the best interests of the organization. If the Board chooses to exercise this option the duties of the Treasurer shall be those listed in items 1-6 of this paragraph. The duties of the Secretary shall be to prepare notices, agendas, and minutes of all meetings, with the assistance of the President. Both of these positions shall serve on the Executive Board. Section 6 – DUTIES OF THE PRESIDENT: The Board of Directors shall have the authority to employ a President Chief Executive Officer who shall be the chief executive officer of the Chamber, and who shall have duties as follows: (1) those duties prescribed and supervised by the Executive Committee and more directly by the Chairman of the Board to serve as President and carry out those duties presecribed and supervised by the Executive Committee; (2) to keep correct minutes of all meetings of the Board of Directors, and the Executive Committee; (3) to conduct the general correspondence of the Chamber; (4) to cause a monthly statement of income and expense to be prepared and submitted to the Secretary/Treasurer and Board; (5) together, with the Chairman of the Board, prepare an annual report for the membership describing and evaluating the total activity of the Chamber, including its financial condition; (6) shall engage, discharge and directly supervise all Chamber employees, including that of fixing their duties and compensation, subject to the approval of the Executive Committee and in accordance with staff policies and practices approved by the Board of Directors; shall prepare and maintain a statement of all Chamber policies as determined by the Board of Directors and cause such policies to be periodically reviewed whereby such policies may be reaffirmed, modified or rescinded by the Board. Section 7 – QUALIFICATIONS: Any person shall be eligible for nomination for any office providing that person is serving an elected term on the Board of Directors. Section 8 – SUCCESSION: It is the intent of the Board to provide an orderly succession of officer positions leading to the Chairman of the Board position. The expectation is that the new officer would first serve a term as the Secretary/Treasurer, followed by a term as Vice Chairman of the Board, then a term as Chairman of the Board, and finally a term as the Immediate-Past Chairman. A Treasurer serving in a temporary position is not expected to serve in the line of succession.

ARTICLE VI – Committees

Section 1 – APPOINTMENT AND AUTHORITY: The Chairman of the Board shall appoint all committees and committee chairmen subject to confirmation by the Board of Directors. The Board shall authorize and define the powers and duties of all standing committees and task forces except those whose function and scope of authority are set forth in these bylaws. Committee appointments shall be at the will and pleasure of the

Chairman of the Board and limited to the term of the appointing Board Chair or until they are discharged by the Chairman of the Board with the consent of the Directors. Standing committee members must also be current members of the Kalispell Chamber of Commerce. It shall be the function of the various committees to make investigations, conduct studies and hearings and make appropriate recommendations to the Board of Directors to carry out such phases of the Chamber’s goals and objectives as set forth in the program of work as may be delegated to them by the Board. Section 2 – LIMITATION OF AUTHORITY: No unit committee within the Chamber shall take or make public any formal action, or make public any resolution, or in any way commit the Chamber on a question of policy without first receiving the approval of the Board of Directors. Section 3 – EXECUTIVE COMMITTEE: The Executive Committee shall be comprised composed of the President, Chairman of the Board, Vice Chairman of the Board, Secretary/Treasurer, and Immediate-Past Chairman. In the interim between meetings of the Board, it shall control the routine business of the Chamber and exercise such authority as may be specifically delegated by the Board. It shall exercise general supervision over the property, finances and President of the Chamber. The Executive Committee shall have the authority to order disbursement of Chamber funds for necessary expenses, but shall not exceed the adopted budget allowance provided for such expenditures as approved by the Board, and may grant to any committee a reasonable amount of money for its work, provided such amount shall not exceed the budget allowance as previously allocated by the Board in the form of the Annual Budget. The Executive Committee shall review all committee recommendations for conformance to policy and budget and make appropriate recommendations to the Board of Directors which shall have final authority in all committee actions. The Executive Committee shall meet regularly the week preceding each Board meeting and at such other times as the President may issue a meeting call. A request by a committee or member for a special meeting of the Executive Committee shall be fully considered, but the option of calling such special meetings will rest with the judgement of the President. Annually, the Executive Committee shall make appraisal of evaluate the CEOPresident’s performance in keeping with the position description and official duties. Section 4 – QUORUM: Those members present at properly called meetings shall constitute a quorum.

ARTICLE VII – Finances

Section 1 – FUNDS: All money paid to the Chamber shall be placed in a general operating fund excepting those monies returning from tax collection which shall be placed in a separate account in accordance with state guidelines for accounting purposes. General operating funds unused from the current years’ budget will be placed in a reserve account. Section 2 – DISBURSEMENTS: 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. Section 3 – FISCAL YEAR: The fiscal year of the Chamber shall start January 1 and shall close on December 31. Section 4 – BUDGET: As soon as possible after the election of the new Board of Directors and Officers, the Executive Committee shall compile a budget of estimated expenses for the coming year and submit it to the Board of Directors for approval. Section 5 – ANNUAL AUDIT: The accounts of the Chamber of Commerce shall be audited annually as of the close of business on December 31 by a Certified Public Accountant. The audit shall, at all times, be available to members of the organization within the offices of the Chamber. Section 6 – BOND: The President and such other officers and staff as the Board may designate, shall be bonded by a sufficient fidelity bond in an amount set by the Board and paid for by the Chamber.

ARTICLE VIII – Indemnification and Limitation of Liability

Section 1 – INDEMNIFICATION: To the full extent permitted by the Montana Nonprofit Corporation Act, the Board of Directors shall authorize the Chamber to indemnify any present or former director, employee, or agent of the Chamber against judgement, penalties (including excise and similar taxes), fines settlements and reasonable expenses actually incurred by the person in connection with a proceeding in which the person is, was or is threatened to be made a named defendant or respondent because the person is or was a director, officer, employee or agent of the Chamber. Section 2 – LIABILITY: No director of the Chamber shall be personally liable to the Chamber for monetary damages for breach of fiduciary duty as a director, provided, however, that this Section 2 shall not eliminate or limit the liability of a director to the extent provided by applicable law (a) for a breach of the director’s duty of loyalty to the Chamber or its members, (b) for acts or omissions that constitute willful misconduct, recklessness, or a knowing violation of law, (c) for a transaction from which the director derives an improper personal benefit, or for(d) any act or omission occurring prior to

the effective date of this Section 2. No amendment to or repeal of this section shall apply to or have any effect on the liability or alleged liability of any director of the Chamber for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE IX – Parliamentary Procedure

The current edition of Roberts Rules of Order shall be the final source of authority governing all meeting procedures when such rules are not inconsistent with the charter or bylaws of this Chamber.

ARTICLE X – Provisions for Amendment

These bylaws may be amended or repealed at any regular or called meeting of the Board of Directors provided that two-thirds (2/3) of all directors vote in favor of such amendment and provided further that copies of such amendment are mailed to each director at least ten (10) days before the meeting on which such proposed changes are adopted or rejected.

ARTICLE XI – Dissoulution For just cause and adequate reason, the Board of Directors may recommend to the membership the dissolution of the Chamber. If, at such time as the Board of Directors may see fit, based on just cause and adequate reason, it may recommend to the membership, the dissolution of the Chamber. After a period of thirty (30) days’s notice to the membership by the President of the Chamber, the board shall be responsible for conducting a referendum of the membership and shall require approval of dissolution by two-thirds (2/3) majority of the total membership eligible to vote. On dissolution of the chamber, any funds assets remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors. Amendments: September 17, 2002 Increased the number of directors to up to 21. September 26, 2007 Added ex-officio directors; allowed directors to attend meetings via teleconference; and required minimum director attendance of eight meetings/year. December 20, 2011 Several amendments were made to conform to existing practice and accreditation requirements, including: removal of “area” from the Chamber’s name, establishing a quorum for committee and special meetings as those present, clarifying that the nominating committee makes recommendations for both officers and directors,

providing a process for the removal of a director, authorizing the temporary creation of the Treasurer position, and establishing a succession plan for officers. May 22, 2012 Amended Article II, Section 6 to add a non-voting class of membership. November 25, 2013 Amended Article III, Section 1, to move the Annual Meeting from November to January; added Article IV, Section 11, to consider a the term of a director filling a vacated term as the first term against the two-term limit for Board Members. October 10, 2016: Amended Article II, Section 1 to add “as long as the entity is a legal state and federal recognized business.” Amended Article II, Section 1 to change “investment” to “dues” and to add “as currently on a tiered investment schedule as established by the Board of Directors. The lowest four categories (non-profit, bronze, silver, and gold) and annually increased $5-10. The upper tiers (platinum, diamond, community leader, and regional leader) are increased at the discretion of the Board of Directors. Dues shall be paid annually, either in one payment or three payments, and can be paid in advance.” Amended Article II, Section 4 to change “investments” to “dues’ and “90 days” to “120 days.”

1

Board Evaluation 2017 Board Planning Session

25 of 27 Board members present November 22, 2016

Scale: 1 Very Poor; 2 Poor; 3 Fair; 4 Good; 5 Very Good

4.65 Board approves an annual operating budget. 4.48 Board meetings are facilitated to a useful agenda, and each topic receives adequate time. Meeting materials are provided before meetings. 4.45 Board receives regular, accurate reports on finances, taxes, performance of services and other important matters. 4.14 Board members are oriented to the Board’s policies (including Bylaws) and to the organizations services, history, organization chart, etc. 4.14 Overall, Board operates in a planful, proactive manner, rather than reactive, crisis-driven manner. 4.04 New Board members are trained about the fiduciary/legal roles and responsibilities of a Board member. 3.95 Board effectively represents the organization to community. 3.91 Members understand the mission and each of its services, including each services’ desired results/outcomes. 3.89 Board attends to policy-related decisions, which guide the activities of members and employees. After meetings, all members speak from one voice, i.e. individual members do not publicly disagree with official Board decisions. 3.81 All board members participate in relevant and realistic strategic planning at least annually, and status of the plan’s implementation is monitored regularly, as well.

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3.79 Board has approved comprehensive fiscal policies and procedures and also personnel policies, reviewed by a qualified professional. 3.76 Role of a Board member, each committee (if used) and the CEO are clearly defined and communicated among members. 3.72 CEO is hired and formally evaluated annually by the Board, from reference to up-to-date job description and performance goals. 3.71 Board regularly monitors and evaluates progress toward strategic goals and each services’ performance. 3.41 Board enforces conflict of interest and attendance policies. 3.33 Board sets fundraising goals and is actively involved in fundraising. 3.28 All members actively participate in Board activities and committees (or temporary task forces). 1.84 Board conducts succession planning for CEO role.

Board PrioirtiesBoard Planning Retreat

22-Nov-16

Advocacy 13 work comp, Local option, regulation, taxes, healthcare, AERO, zoningWorkforce/Training 13Affordable housing 8Membership growth 8Highway improvement 7Depot Park/Downtown 6Member communication 4CEO succession plan 4Healthcare industry support 3AERO airline expansion 3Business org overlap 3Bring more industry 2Crime 2Natural resource dev. 2CVB/sports commission 2Convention center 1Better board attendance 1Board members speak up 1Leadership Flathead 1Build incubator 1Community development 1

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Important Dates in 2017 Kalispell Chamber of Commerce

As of December 14, 2016

Major Events Dates Business Days at the Capitol Jan 2-3 Annual Meeting of the Kalispell Chamber Jan 17 Montana Pond Hockey Classic Jan 20-22 MWED Flathead Economic Outlook TBD 41st Economic Outlook Seminar - Univ. of Montana Feb 7 Mission to China: Beijing, Xi’an, Shanghai Apr 8-17 ABC Clinic May 4 Montana Spartan Race May 13-14 Mid-year Economic Outlook Jul 27 Governor’s Cup Golf Tournament Jul 28-29 4H and FFA Stock Sale Aug 19 Montana Dragon Boat Festival Sep 9-10 Manufacturing Day Oct 6 Timber Tour Oct 19 Election Day: City of Kalispell Nov 7 113th Banquet and Auction Nov 9 Small Business Saturday Nov 25 BOARD SCHEDULE 3rd Tu, 7:30 am 4th Tu, 7:00am Month Exec Board Full Board Notes: Jan 17 24 Feb 21 28 Mar 21 28 Apr 18 25 May 16 21 Jun 20 27 Jul 18 - No board meeting in July Aug 15 22 Sep 19 26 Oct 17 24 Board Retreat 1-5 pm Nov 21 28 Dec 12 19 Moved up one week for Christmas

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LUNCHEONS (8 of 10 of these dates): Jan 17 Feb 21 Mar 21 Apr 25 May 16 Jun 20 Aug 29 Sep 19 Oct 17 Dec 5 Topics: KPS bond update, transportation projects, healthcare council, millennials, social media workshop, legislative wrap up, MFG Day, SBS topic GOVERNMENT AFFAIRS MEETINGS Meeting schedule during the Legislative Session: Every other Friday, noon to 1:30 pm featuring legislators on bills of interest: Jan 6, 20 Feb 3,17 Mar 3, 17, 31 Apr 14 May-Dec: 2nd Monday, noon-1:30 pm EDUCATION AND COMMUNICATIONS First Wednesday of the month, from 8:00-9:00 am UNWINDS Jan 11 Conlin’s Furniture Feb 1 NW Women’s Healthcare Feb 22 Camas Flats and Kalispell Brewing Apr 26 Plant Land May 17 Kalispell Oral Surgery Jun 7 Rebecca Farm Sep 27 Whitefish Credit Union Oct 18 Farmers Insurance, Montana Shooting, Daily Inter Lake