Chamber business

Proposed Chamber Bylaws

The Soap Lake Chamber of Commerce supports local businesses, community events and visitor information in Soap Lake, Washington. Members are invited to review the proposed new bylaws before the review and voting meetings. Proposed bylaws review - November 9, 2026 at 6:00 PM PST. Members-only Special meeting: proposed bylaws vote - November 16, 2026 at 6:00 PM PST.

Proposed bylaws document

of 14

Loading document...

of 14
Read document text

Page 1

Soap Lake Chamber of Commerce Bylaws
Upon lawful adoption, these bylaws govern the Soap Lake Chamber of Commerce, subject to its articles of
incorporation and applicable law. The Chamber's principal community focus is Soap Lake, Washington, including the
adjacent Lakeview community.
ARTICLE I | MEMBERSHIP AND DUES
Section 1.1. Purpose and eligibility
The Chamber promotes the economic vitality, tourism, business development, civic engagement, and community
interests of Soap Lake, Washington, and its adjacent Lakeview community. Applicants within or outside the Soap Lake
Service Area may apply for the appropriate membership or supporter classification, subject to this Article. Submission of
an application, payment of dues online or in person, a payment confirmation, automatic website account creation, or
receipt of a sponsorship does not constitute admission or confer any membership privileges or voting rights. Admission
occurs only through the documented Board approval procedure in Section 1.7A.
Section 1.2. Class One: Local Business Membership (voting)
A business qualifies as a Local Business Member when it has a bona fide business address of record in the Soap Lake
Service Area, is genuinely based in, managed from, or regularly operated in that area, and satisfies licensing and
registration requirements applicable to its activities. A storefront, separately leased office, commercial building, or other
dedicated business premises is NOT required. Home-based, online, mobile, remote-service, and other businesses
without customer-facing premises may qualify. The Board may consider consistent business registration or licensing
information, business communications or invoices, and a genuine ongoing local connection, such as an owner or
manager residing and administering the business in the area, or material business operations based there. Simply listing a
local postal address, rented mailbox, virtual office, registered agent, borrowed address, or occasional event location
without a genuine local business connection does not qualify a business for a vote. An exemption from licensing fees
does not by itself disqualify an otherwise eligible business.
Section 1.2A. Soap Lake Service Area; Lakeview boundaries
For purposes of local voting membership, local individual membership, and director eligibility, the "Soap Lake Service
Area" means (a) the incorporated City of Soap Lake, Washington, and (b) the adjoining unincorporated Lakeview
community of Grant County, Washington, including the Lakeview Park neighborhood to the extent within the Lakeview
census-designated place (CDP) identified by the United States Census Bureau. The city limits and Census Bureau
Lakeview CDP boundaries in effect when an application is reviewed shall be used for geographic verification. A Soap
Lake ZIP code or postal designation alone does not prove that a business or residence is in the Service Area. The Board
may issue a reference map to clarify, but not enlarge, these boundaries. Expansion or restriction of the Service Area
requires a formal amendment under Article XII; it cannot be accomplished by Board policy, case-by-case exception, or
changing a member's classification without the required process.
Section 1.3. One enterprise, one membership vote
Each qualifying Local Business Voting Membership, including every group of affiliated businesses under common control
as defined in Section 1.8, has exactly one ordinary membership vote. A new incorporation, trade name, storefront,
alternate representative, affiliate, sponsorship, higher dues payment, event participation, or employee membership does
not add votes. The business owner need not personally reside in Soap Lake if a genuine, locally operating business
qualifies. The Board may not create additional voting classifications or exceptions through policy, fee schedules, or
individual approvals.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 1 of 14

Page 2

Section 1.4. Class Two: Local Individual Membership (nonvoting)
An individual whose primary residence is within the Soap Lake Service Area may enroll as a Local Individual Member,
including if the person owns or works for a business. Local Individual Membership has no ordinary general-membership
vote and cannot be converted into an extra vote for an employer or another member. Individuals may attend general
meetings, contribute to discussion when recognized, volunteer, and assist on committees.
Section 1.5. Class Three: Regional and Associate Membership (nonvoting)
Businesses, organizations, and individuals based outside the Soap Lake Service Area may enroll as Regional or Associate
Members. They may receive approved marketing benefits, attend general meetings, sponsor programs, volunteer, and
make recommendations, but shall have no ordinary membership vote and shall not count toward a voting quorum.
Statutory approval rights, if any, are preserved.
Section 1.6. Class Four: Honorary Membership (nonvoting)
The Board may confer honorary recognition for exceptional service. Honorary status alone carries neither an ordinary
membership vote nor entitlement to hold office. For statutory purposes, nonvoting categories are supporter or
participation categories unless the articles and applicable law provide otherwise.
Section 1.7. Board authority to approve or refuse applications
The Board has authority to approve, request additional information, or decline any new membership or supporter
application that fails objective eligibility standards or demonstrates a material lack of good-faith alignment with the
Chamber's purposes: promoting the economic vitality, tourism, business development, and community interests of Soap
Lake and Lakeview. Documented grounds may include material misrepresentation; refusal to provide reasonably
necessary eligibility information; fraud, threats, targeted harassment, intimidation, or interference with lawful business
operations; a stated intention to exploit Chamber affiliation, events, contacts, funds, or facilities to organize campaigns
targeting local businesses; or schemes to bypass voting or financial safeguards. In assessing alignment, the Board may
consider a credible, specific statement of intended conduct as well as past conduct, but must identify the concrete
conduct at issue and its material connection to the Chamber mission. Mere personal disagreement with leadership,
truthful criticism, good-faith consumer or regulatory complaints, lawful peaceful protest in a personal capacity, and
protected personal viewpoints do not alone establish grounds for refusal. The Board shall apply standards consistently
and shall not discriminate unlawfully or use admission decisions to manipulate member votes. No single officer,
donation, prior invitation, or payment can grant admission.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 2 of 14

Page 3

Section 1.7A. Application procedure and impartial decisions
Each applicant shall submit a written or verified electronic application stating the requested class, agreement to the
Chamber mission and rules, contact details, a bona fide local business address and evidence of qualifying local
connection if voting status is sought, applicable license or registration information, beneficial control and affiliations
relevant to the one-enterprise rule, and the proposed designated voting representative. The Secretary shall
acknowledge receipt and list the applicant as PENDING BOARD REVIEW. Each complete new application must be
placed before the Board for consideration at its next duly called meeting following receipt, whether the applicant paid
online, in person, or by another method. The Board shall approve, request specifically identified additional information,
or decline the application by a recorded majority vote of disinterested directors under Sections 1.7 and 1.7B. The Board
may defer a complete application only for a documented, objective reason and shall decide it by the following Board
meeting, and in all events within 45 calendar days after it became complete, unless the applicant voluntarily agrees in
writing to an extension. Missing information shall be requested promptly in writing; an incomplete application does not
become approved by inaction. No individual officer, payment provider, website administrator, committee, or automated
process may approve an application or add voting rights. Approval shall take effect on the date of the Board's recorded
favorable decision, provided required dues have been received, subject to the eligibility and voting record-date
provisions of Article III. There shall be no backdated approval or selective expedited processing.
Section 1.7B. Notice of refusal, reconsideration and impartiality
When the Board declines an application, the Secretary shall give the applicant a private written decision identifying the
applicable bylaw standard and a concise factual explanation sufficient for a meaningful response. The Chamber is not
required by these bylaws to publish the applicant's identity, individual decision, allegations, or supporting evidence on its
website, social media, or in a public announcement. The Board's minutes shall record the motion, outcome, votes as
required by applicable law, and bylaw grounds; sensitive supporting materials may be maintained in a separately
restricted application file. Confidentiality is subject to legally enforceable inspection, subpoena, regulatory disclosure,
and other statutory rights; no record may be falsely characterized as categorically secret. The applicant may request
reconsideration in writing within 15 calendar days and supply a response; disinterested directors shall decide at the next
scheduled Board meeting or within 30 days where practical. Directors with material conflicts shall disclose them and
recuse when required. If no disinterested directors are available, obtain an independent written recommendation before
lawful action. Do not delay or accelerate applications to affect elections. Renewals remain subject to existing member
rights. A refund required under Section 1.7C shall not be withheld pending reconsideration.
Section 1.7C. Online and advance dues payments; refunds
Any dues paid through the Chamber website, an online payment processor, a mailed check, or in person before Board
approval shall be treated as an advance payment accompanying a pending application, not as proof of accepted
membership. All online application and payment pages and automated receipts must clearly state: 'Membership is
subject to Board approval. Payment alone does not grant membership or voting rights. Membership dues are refunded
in full if an application is declined.' No member-only benefits or voting privileges shall be represented as active before
approval. If the Board declines the application, the applicant withdraws it before approval, or the Chamber cannot make
a decision within the deadline in Section 1.7A and the applicant does not consent to an extension, the Chamber shall
refund 100 percent of all membership dues paid, with no application, transaction, card-processing, or administrative
deduction. The Treasurer shall initiate the refund to the original method of payment where practicable within ten
business days after the triggering event; the payment provider may require additional settlement time. The Chamber
shall document refunds and notify the applicant in writing. Separately identified donations or event purchases are
governed by their own clearly disclosed terms and shall not be combined with membership dues in a manner that
obscures this refund right. Existing admitted memberships and lawful renewal rights are not subject to new-applicant
approval merely because dues were paid online.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 3 of 14

Page 4

Section 1.7D. Demonstrated opposition to Chamber mission; targeted business campaigns
Participation in the Chamber is intended for those seeking in good faith to support local businesses and the Chamber's
stated goals. The Board may decline an applicant when reliable, documented statements or actions show a concrete
purpose of joining or using the Chamber to organize, advocate, finance, or coordinate targeted picketing, boycotts,
intimidation, or other campaigns intended primarily to disrupt or damage a Soap Lake or Lakeview business, or to divert
Chamber efforts from lawful community benefit. An applicant's specific announced plan to picket a local business may
be considered in evaluating this purpose, including whether the applicant seeks to use Chamber contacts, authority,
programs, or resources to advance the plan. A proposed boycott or picket shall not be deemed unlawful merely because
it is unpopular; personal peaceful picketing, lawful labor activity, truthful advocacy, good-faith reporting, criticism, and
an applicant's viewpoint are not automatic disqualifiers. A refusal must rest on an articulated, fact-supported
incompatibility with the Chamber's organizational purpose rather than an unsupported prediction of how the applicant
would vote. The Secretary shall offer a reasonable opportunity for the applicant to clarify the statement before a final
denial, and the Board shall apply the same standard to every applicant, without unlawful discrimination. This section
does not authorize discipline of an already admitted member except through Article II and applicable law.
Section 1.8. Common ownership, indirect control and nominee arrangements
For one-enterprise-one-vote purposes, businesses are affiliated if the same person or coordinated group directly or
indirectly exercises controlling influence over their voting rights, management, finances, or strategic operations.
Evidence includes majority beneficial ownership; the power to appoint managers or direct major decisions; shared
controlling owners acting through relatives, nominees, trusts, holding companies, or contractual arrangements; or
substantially unified operation of what is effectively one enterprise. A different LLC, taxpayer number, mailing address,
franchise branding, or nominal owner does not alone prove independence. However, shared family ties, an accountant,
landlord, or ordinary cooperation alone do not establish control. The Board shall assess objective facts, permit a written
response, and record the basis for affiliation findings. A commonly controlled group may have only one voting Local
Business Membership despite multiple real Soap Lake locations. Independently owned and controlled qualifying
businesses may separately vote. Existing rights may be changed only through legally required procedures and approvals.
Section 1.9. Designated representatives; no multiple ballots
Each eligible voting enterprise shall identify in writing one authorized representative who is at least 18 years old and
may name one alternate. Only one representative or alternate may vote for that enterprise on each matter, following
identity verification before the vote. A single individual may not cast votes for more than one enterprise on the same
matter; genuinely independent eligible enterprises must appoint different representatives. Representative changes shall
be recorded before voting opens, ordinarily three business days before a meeting; a documented emergency
substitution may be accepted by the Secretary and a disinterested director before polls open. Employees, volunteers,
relatives, and extra directory profiles receive no additional votes.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 4 of 14

Page 5

Section 1.10. Verified roster; no unilateral alteration
The Secretary shall maintain separate time-stamped lists of pending applications and approved members, recording the
requested and approved classification, enterprise and controlling affiliations, representative, Board approval and
effective date, and dues standing. A pending applicant shall not be entered on a voting roster or counted toward a
voting quorum. At the voting record date, 30 calendar days before each membership meeting, the Secretary shall
preserve the eligible voting-member roster showing members who satisfy Section 3.2 and make that roster available to
members to the extent required by law. Only actual Board approval of voting membership, not a submitted application
or payment, starts the 30-day qualification period. No officer, director, committee, or administrator acting alone may
create voting status, backdate approval, remove or reclassify a voter, change the record date, or waive common-control
restrictions. Material corrections require objective documentation, appropriate notice, and impartial review under
Sections 1.7A-1.7B; mandatory legal rights and correction of genuine record errors prevail. Challenges may not be used
to delay lawful member rights.
Section 1.11. Annual dues vote
The Board shall recommend a dues schedule annually for each classification. Eligible voting members shall consider the
schedule at the September annual meeting, with proposed rates included in the meeting notice. Approved rates take
effect as stated in the vote, ordinarily January 1 following the annual meeting. If no new schedule is approved, the last
lawfully adopted schedule remains in force. Dues amounts are not permanently specified in these bylaws. Higher fees
and sponsorship levels never purchase extra votes.
ARTICLE II | RESIGNATION, DELINQUENCY, AND DISCIPLINE
Section 2.1. Resignation
A member or supporter may resign by written notice to the Board or Secretary. Resignation does not release obligations
already due.
Section 2.2. Dues delinquency
After 90 days of unpaid dues, and after reasonable notice and an opportunity to cure, the Board may terminate or
suspend membership by a two-thirds vote, unless it grants a good-cause extension. Voting rights may be exercised only
by qualifying members in good standing.
Section 2.3. Existing-member discipline; no disguised refusal
No admitted member may be suspended, expelled, downgraded, or denied renewal to defeat a vote or for mere
disagreement with Chamber leadership. For material misconduct or loss of a stated qualification, the Board shall give
specific written notice, a reasonable opportunity to be heard and to correct remediable issues, and a recorded decision
by two-thirds of serving disinterested directors, subject to any higher legal requirement. A direct conflict of interest shall
be disclosed. Membership rights remain in effect during review unless a lawful interim suspension is necessary and
permitted. The Board shall preserve any appeal, class-consent, and statutory rights required by law; unused dues are
returned only as required by law or written Chamber policy.
ARTICLE III | VOTING
Section 3.1. Eligible voting members
Only Class One Local Business Voting Memberships in good standing, counted on a one-enterprise-one-vote basis, may
cast ordinary membership votes. Other classifications may participate but do not cast ordinary votes. Separate class
approval and other rights imposed by law are not waived by this section.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 5 of 14

Page 6

Section 3.2. Fixed record date and last-minute admission safeguard
For each regular or special membership meeting and December election, an enterprise may cast an ordinary membership
vote only if the Board formally approved it as a Local Business Voting Member at least 30 calendar days before the
scheduled meeting, and it remains eligible and in good standing as of the voting record date. The voting record date is 30
calendar days before the meeting, determined at 11:59 p.m. Pacific time on that date, unless the articles of incorporation
or mandatory law require another date or time. The Board's recorded approval effective date, not the application date,
online dues payment date, payment confirmation, or website-account creation date, controls the 30-day period.
Approval after the cutoff confers no ordinary vote at that meeting, even if dues were paid earlier. Continuous timely
renewal of an approved voting membership does not restart the 30-day period; reinstatement after termination requires
renewed qualification as applicable. The Board and officers may not selectively waive, shorten, backdate, or make
exceptions to this requirement. A change in representative, trade name, ownership or business structure cannot create
additional voting rights. Statutory rights, including any required separate class or affected-member vote and the right to
demand a special meeting, are preserved; a legally required different record date controls. The Secretary shall preserve a
dated roster and record only documented corrections of genuine errors.
Section 3.3. One verified ballot; no proxies
Each voting enterprise may cast at most one ballot per matter through its designated representative or verified
alternate. Proxy voting is prohibited, except where mandatory law or vested rights expressly require an exception.
Employees or representatives cannot collect ballots for additional entities; one individual may not vote for two different
enterprises on one matter. Participation or written/electronic voting outside a meeting is permitted only through a
Board-approved method that is authorized by the applicable statute and articles, gives fair notice, authenticates each
enterprise, and preserves a reliable audit trail. No expedited, secret, or selective off-meeting ballot procedure may be
used to evade ordinary notice, quorum, or voting protections.
Section 3.4. Independent vote count and eligibility challenges
For contested elections or disputed votes, the Secretary and an independent election inspector or disinterested director
shall verify the record-date roster and record the count. Challenges must identify specific objective grounds and be
handled promptly through the documented notice-and-review procedure, without excluding a member solely for an
expected vote. When a director or officer is a candidate or materially interested in the outcome, a neutral inspector
should oversee the count. Secret paper or verifiable confidential electronic ballots are preferred for contested director
elections. The Chamber shall maintain a confidential audit record consistent with required member inspection rights.
Section 3.5. Voting thresholds and Board decisions
Unless law or these bylaws require more, an ordinary action passes when affirmative votes exceed negative votes at a
properly noticed meeting with a quorum. Directors vote separately as directors. Routine spending and event operations
are Board responsibilities unless law, the articles, or these bylaws require a membership vote.
ARTICLE IV | EXERCISE OF MEMBERSHIP PRIVILEGES
Section 4.1. Representatives
Each voting enterprise must authorize its representative in writing under Section 1.9. Chamber directory listings,
employees, associate participants, and sponsorship contacts do not receive additional voting authority.
Section 4.2. Participation and conflicts
All members and supporters may make recommendations about events and local priorities. A member's financial
contribution does not convey ownership of Chamber funds, a veto, or any voting rights beyond those in these bylaws.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 6 of 14

Page 7

ARTICLE V | MEMBERSHIP AND BOARD MEETINGS
Section 5.1. Annual meeting
The annual membership meeting shall be held in September at a time and location set by the Board. It should include an
activity report, financial summary, and annual dues-schedule vote. Elections of officers and any elected at-large
directors due for election shall occur in December under Section 5.2A, not at the September annual meeting, except to
fill a lawful vacancy. Notice shall be sent to each voting member in a legally effective written form at least 14 days, and
no more than 50 days, before the meeting. A news release or website posting may supplement, but shall not replace,
legally required direct notice.
Section 5.2. Regular general meetings
A general membership meeting shall normally be held monthly according to a Board-approved schedule. The Secretary
shall provide the schedule and any changes to voting members in accordance with applicable statutory notice
requirements. The Chamber should also make meeting information available to nonvoting members as a courtesy.
Section 5.2A. December election meeting; notice and ballot
The Chamber shall designate its December regular general membership meeting as the election meeting for the
President, Vice-President, and any authorized at-large director seats whose terms are due to expire. The election month
may not be changed by a Board policy, officer decision, or informal practice. Voting shall be limited to eligible voting
enterprises under Articles I and III, including the 30-day approved-voting-membership requirement of Section 3.2. The
Secretary shall provide each eligible voting member with legally effective written notice of the date, time, place or
permitted remote-participation method, offices up for election, applicable nomination procedures, and voting
instructions at least 21 and not more than 50 days before the meeting, unless mandatory law requires another period.
The 30-day voting record date in Section 3.2 shall apply; the 21-day minimum stated here concerns meeting notice only,
not when a new voting member becomes eligible. Nominations and ballot access shall be administered using objective,
consistently applied criteria. Failure to hold the election in December shall not automatically reelect or renew an
incumbent; the Chamber shall promptly call a properly noticed replacement election, respecting only any holdover rights
conferred by law or the articles. Appointed offices shall be nominated and confirmed in accordance with Section 6.3
rather than being converted to membership-elected offices by implication.
Section 5.3. Special membership meetings: who may call
A special general-membership meeting may be called by the President, the Board, or voting members representing at
least five percent of the votes entitled to be cast on the proposed subject, or any smaller proportion that applicable law
requires. A valid statutory member demand shall not be denied merely because the Board disagrees with its purpose.
Section 5.4. Written special-meeting request
A member or other requester shall deliver to the President or Secretary a dated written request identifying the
requester and contact information; the specific purpose and subjects; any intended vote or proposed action; and a
proposed agenda. A demand invoking the five-percent right must be executed or authenticated by sufficient
voting-member representatives. A proposed meeting date must allow at least 14 days for notice. The Secretary shall
record receipt and promptly acknowledge the request. Supporting evidence or a presentation is not a prerequisite to a
legally sufficient demand unless law requires it; the Chamber may seek reasonable clarification without obstructing a
valid demand.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 7 of 14

Page 8

Section 5.5. Notice and agenda for special membership meetings
The Secretary, or another authorized person, shall deliver written notice of a special membership meeting to all voting
members and all serving directors no fewer than 14 nor more than 50 days before the meeting. The notice shall specify
the date, time, place or permitted remote-participation method, purpose, and proposed agenda, and shall reproduce or
reasonably describe any resolution or bylaw amendment proposed for action. Notice may also be sent to nonvoting
members as a courtesy. Applicable deadlines for acting on a valid member demand shall be followed.
Section 5.6. Scope of business
At a special membership meeting, no business outside the purposes stated in the notice may be put to an official vote.
Additional discussion may occur only when consistent with law, the agenda, and the presiding officer's reasonable
conduct of the meeting.
Section 5.7. Membership quorum; no officer veto by absence
A quorum for an ordinary membership vote is the lesser of (a) five distinct eligible voting enterprises or (b) 20 percent of
all eligible voting enterprises, rounded up, but not fewer than two enterprises unless only one eligible enterprise exists,
in which case that enterprise constitutes a quorum. Each enterprise group counts only once. Attendance by any
particular officer or director is not required for a membership quorum, so their absence cannot defeat a properly called
member meeting. A different quorum or separate voting-group approval required by mandatory law or the articles
controls.
Section 5.8. Conduct and remote participation
The President presides, then the Vice-President, then another officer designated by the Board. The Chamber may offer
remote participation and voting where authorized by the applicable incorporation statute and articles, provided the
participation method allows verification and the legally required opportunity to participate.
Section 5.9. Board meetings
The Board shall meet as needed. Special Board meetings may be called by the President, Secretary, or at least 20
percent of serving directors, except where the articles or mandatory law provides otherwise. Each director shall receive
written notice of the meeting's date, time, physical location or authorized remote-access instructions, purpose, and
proposed agenda at least 14 days before a special Board meeting unless legally waived or superseded by mandatory law.
Any change of meeting location or remote-access instructions shall be promptly delivered to all directors using the same
authorized notice method; no director may be excluded through a late undisclosed venue change. A majority of serving
directors constitutes a quorum unless the articles or law requires more. This section concerns Board meetings, not the
separate notice rights of voting members for general membership meetings.
Section 5.10. Minutes and actions
The Secretary shall maintain minutes showing attendance, motions, decisions, votes when taken, and any conflicts
disclosed. Meetings and actions of the Board and membership are subject to applicable legal requirements for notice,
quorum, voting, and recordkeeping.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 8 of 14

Page 9

Section 5.11. Board meeting attendance, location and limited disclosure
Unless applicable law, the articles, a binding governmental agreement, or these bylaws require otherwise, Board
meetings are meetings of the directors and need not be open to the public or generally announced on the Chamber
website. Directors must receive the meeting location or authorized remote-access details in accordance with Section
5.9. The Board may invite advisers, members, applicants, or other guests for a stated purpose and may reasonably limit
attendance to protect deliberations and applicant information. The Board may keep individual membership deliberations
and application details out of public announcements, but shall keep accurate corporate minutes and supporting records
and comply with enforceable member inspection rights, disclosure law, lawful process, and applicable funding
conditions. Decisions shall not be treated as secret from persons legally entitled to relevant records. Nothing here
changes the separate requirement to notify eligible members of the date, time, and place of annual, regular, special, or
December election membership meetings under Sections 5.1-5.5 and applicable law. If the Chamber is legally deemed a
public agency or subject to meeting-transparency conditions, those obligations override this provision.
ARTICLE VI | OFFICERS AND CHAMBER BOARD
Section 6.1. Officer-only Board permitted; minimum three distinct directors
The Board of Directors may consist entirely of the Chamber officers; no additional at-large or outside director is
required. The standing officer-director seats are President, Vice-President, Secretary, and Treasurer, with Secretary and
Treasurer permitted to be held by one person. At all times the Chamber shall seek to maintain at least three different
natural persons as directors; a person holding two offices has only one director seat and one Board vote. The maximum
size is eight directors, including no more than four optional at-large directors. Additional at-large positions must first be
authorized and filled by a vote of eligible voting members at a properly noticed meeting; neither the President nor the
current Board may create new voting Board seats or appoint unelected allies merely by resolution. All serving
officer-directors are directors with the duties and ordinary voting rights of directors, subject to the articles and law; the
Chamber may not classify an unelected adviser as a voting director.
Section 6.2. Director and officer qualifications; nonlocal exceptions
Each elected or appointed voting director or officer must be at least eighteen (18) years old. A person ordinarily qualifies
by either (a) having a primary residence in the Soap Lake Service Area, or (b) personally owning, operating, managing, or
serving as the bona fide designated representative of a qualifying Local Business Member under Section 1.2. A bona fide
home-based, online, or mobile local business qualifies on the same basis as a storefront; a person who qualifies under (b)
may reside outside the Service Area.
A candidate meeting neither ordinary qualification may be granted an individual geographic-eligibility exception only by
an affirmative vote of at least two-thirds of all disinterested serving directors at a duly noticed Board meeting with a
quorum, before the candidate is elected or appointed. The resolution shall identify the candidate and proposed role,
document relevant experience, prior service or qualifications, and explain why the exception advances the Chamber's
mission and the interests of Soap Lake and Lakeview. No exception may be inferred from silence or granted by one
officer, informal agreement, or a committee.
A geographic exception does not appoint or elect anyone. The President, Vice-President, and authorized at-large
directors must still be elected by eligible voting members, and Secretary/Treasurer appointments must still be confirmed
under Section 6.3. More than half of all serving directors must continuously meet the ordinary local qualifications
without an exception. An exception confers no voting membership, additional enterprise vote, new Board seat, or
exemption from conflict rules. It applies only to the specified term; subsequent terms require a fresh exception and
proper selection. Existing lawful terms and statutory rights shall be respected.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 9 of 14

Page 10

Section 6.3. Officer selection, confirmation, and terms
Eligible voting members shall elect the President and Vice-President at the December election meeting whenever those
offices are due for election, for two-year terms. Elected terms shall ordinarily begin January 1 following the December
election and expire December 31 two years later, subject to lawful incumbent terms and any controlling provision of the
articles or mandatory law. This prospective term is selected to comply with the three-year maximum for officers if RCW
24.06 governs; it shall not unlawfully shorten an incumbent term. The incoming President-elect or continuing President
may nominate a qualified Secretary and Treasurer, or a qualified combined Secretary/Treasurer, for one-year terms
ordinarily beginning January 1; appointment and director status require affirmative confirmation by a majority of the
disinterested serving Board at a properly called meeting. The Board should complete confirmation in December when
practicable, or promptly afterward, without granting voting director powers before lawful confirmation. The President
alone may not install voting directors. Optional at-large directors, once membership authorizes their seats, shall be
elected at the December election meeting when their two-year terms expire, with terms ordinarily beginning the
following January 1. Each director has one vote regardless of offices held. Elections and confirmations must be
documented. Mandatory law and the articles regarding director selection, incumbent terms, and holdover rights control.
Section 6.3A. Unlimited successive reelection and reappointment
There shall be no limit on the number of consecutive or nonconsecutive terms that an otherwise eligible individual may
serve as President, Vice-President, Secretary, Treasurer, combined Secretary/Treasurer, or authorized at-large director.
Upon completing a term, an elected officer or director may stand for reelection for any number of additional full terms,
subject each time to the same eligibility rules, nomination procedures, voting requirements, and regularly scheduled
December election under Sections 5.2A and 6.3 applicable to every candidate. An appointed officer may be
renominated and reconfirmed for any number of successive one-year terms under Section 6.3. Unlimited eligibility to
run or be reappointed does not guarantee reelection, reappointment, or continuation in office. A new full term may not
begin merely by Board resolution, an officer declaration, a policy waiver, or failure to hold a required election. A lawful
holdover pending selection of a successor shall be recognized only as applicable law and the articles permit, and is not
treated as a new elected term. These provisions do not override lawful removal, vacancy, conflict-of-interest,
disqualification, director qualifications, or incumbent protections. No Board-only action may impose term limits or
eliminate the requirement for periodic elections. The articles of incorporation and mandatory Washington law control if
they establish a stricter rule.
Section 6.4. Vacancies, past President and limits on appointments
A qualified former President may serve as a nonvoting adviser without appointment, or may occupy a properly
authorized elected at-large seat only if selected under these bylaws and applicable law. Vacancies in officer-director
positions shall be filled under the original method for that office to the extent lawful, with interim appointments subject
to required confirmation and election rules. A vacancy does not authorize creation of a new seat, bypassing the
qualifications or exception procedure in Section 6.2, or automatic extra votes. Three unexcused missed Board meetings
may trigger a documented review but do not by themselves terminate a director in violation of law. Incumbents may be
removed only through the lawful procedure applicable to their office and director status.
Section 6.5. Board authority
The Board directs governance, policy, finances, contracts, and Chamber priorities consistent with the Soap Lake mission.
Individual Board members may not bind the Chamber without delegated authority. The Board may establish committees
and written limits on any delegated authority.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 10 of 14

Page 11

Section 6.6. Duty and protection
Directors and officers shall act in good faith, with reasonable care, and in the Chamber's best interests. Indemnification
may be provided only to the extent allowed by applicable law and Board-approved policy. No bylaw grants blanket
immunity for misconduct or unlawful acts.
ARTICLE VII | DUTIES OF OFFICERS
Section 7.1. President
Serves as chief executive volunteer officer, presides at membership and Board meetings, coordinates approved
programs, and helps select committees subject to Board oversight.
Section 7.2. Vice-President
Assumes the President's meeting duties during absence and performs duties delegated by the Board.
Section 7.3. Secretary
Maintains minutes, membership records, notices and agendas; receives written special-meeting demands and official
communications; and safeguards corporate records.
Section 7.4. Treasurer
Oversees the receipt, security, accounting, and disbursement of Chamber funds; gives regular financial summaries; and
helps maintain an approved annual operating budget. Payments may be made by check, debit/credit card, or other
Board-authorized method subject to financial controls.
Section 7.5. Past President
A qualified Past President may assist as an adviser and, when authorized by the Board, preside when both President and
Vice-President are absent. Past-president status does not automatically confer a Board vote.
ARTICLE VIII | COMMITTEES AND LIMITED DELEGATION
Section 8.1. Committees
The Board may appoint committees for events, tourism, membership, or other Chamber activities. Regional and
nonvoting members may serve on advisory or working committees. Committee service does not by itself create Board or
membership voting rights.
Section 8.2. Authority
A committee or individual cannot bind the Chamber or publicly announce official Chamber policy without Board
approval or written delegation. Committee reports and activities remain subject to Board oversight.
Section 8.3. Executive/trustee committee limits
The Board may designate the President and two directors to carry out narrowly delegated routine matters between
meetings when lawful. This committee has no power to admit or refuse voting members, create or reclassify voting
rights, change voting rosters or record dates, add Board seats, amend bylaws, remove directors, discipline members, or
control elections. It may not approve exceptional expenditures beyond written Board limits or assume statutory powers
reserved for the full Board or membership.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 11 of 14

Page 12

ARTICLE IX | RULES OF ORDER
Section 9.1. Parliamentary authority
The current edition of Robert's Rules of Order Newly Revised governs parliamentary questions not resolved by these
bylaws, the articles, or applicable law. The presiding officer may use practical meeting procedures consistent with those
authorities.
ARTICLE X | FINANCIAL MANAGEMENT AND LOCAL MISSION
Section 10.1. Purpose and fiscal year
The Chamber shall use funds for lawful Chamber purposes, principally programs benefiting businesses, tourism,
economic vitality, and community interests in Soap Lake and the adjacent Lakeview community. The fiscal year is
September 1 through August 31.
Section 10.2. Banking and designated funds
Funds shall be deposited or invested in accounts approved by the Board. Restricted donations, sponsorships, grants, and
public funds shall be separately tracked in the accounting records and spent only for their permitted purposes and any
governing contract or law. Regional collaborations are permissible when the Board documents a meaningful Soap Lake
benefit and respects funding restrictions.
Section 10.3. Expenditure approvals
Except for amounts already approved under a documented Board policy, purchases or expenses require approval before
commitment by two Board members, one of whom shall be the Treasurer. If the Treasurer is unavailable or has a
conflict, the Board may approve a documented alternate two-director procedure consistent with law. No person may
approve their own reimbursement alone.
Section 10.4. Reporting, review, and conflicts
The Treasurer shall provide periodic financial reports to the Board and an annual summary to members. Directors may
review Chamber financial records at reasonable times. Directors and officers shall disclose material conflicts and abstain
when legally required. Any grant reporting, public-fund requirements, and statutory record-inspection rights remain
controlling.
ARTICLE XI | DISSOLUTION
Section 11.1. Distribution of assets
Upon lawful dissolution, after payment of debts and fulfillment of restricted-fund obligations, remaining property shall
be distributed to one or more qualified nonprofit organizations consistent with the Chamber's purposes, its articles of
incorporation, tax-exempt requirements, and applicable Washington law. No net assets shall be distributed to individual
members solely because of their memberships.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 12 of 14

Page 13

ARTICLE XII | AMENDMENTS AND EFFECTIVE DATE
Section 12.1. Advance submission and full-text notice
A proposal to amend, repeal, or replace these bylaws must be submitted in writing to the Board at least 21 days before
the meeting for action. All eligible voting members must receive the entire proposed text or an accessible complete
copy, a plain-language description of material changes, and legally effective notice at least 14 days before the meeting.
No amendment may be added from the floor to change voting eligibility, Board structure, special-meeting rights, or
amendment thresholds without renewed full notice and legally required approval. The Board shall furnish members fair
access to proposals and shall not selectively suppress lawful member proposals.
Section 12.2. Entrenched membership safeguards; required approval
The Board may adopt routine bylaw amendments by a two-thirds vote only to the extent permitted by the articles and
mandatory law. The Board alone may not amend, suspend, or waive Article I Sections 1.2-1.10 (including Section 1.7D);
Article II Section 2.3; Article III Sections 3.1-3.4; Article V Sections 5.2A-5.7 and 5.11; Article VI Sections 6.1-6.4
(including Sections 6.2 and 6.3A); or Article XII Sections 12.1-12.5. Changes to these protected provisions require at
least a two-thirds affirmative vote of votes cast by eligible voting members at a properly noticed meeting with a quorum,
in addition to any separate class vote, affected-member approval, or higher threshold required by law or the articles. Any
policy, waiver, exception, merger, reclassification, delegation or inconsistent interpretation having the practical effect of
removing these protections is treated as an amendment subject to the same requirements. Protected rules cannot be
suspended temporarily or on an emergency basis by the Board alone.
Section 12.3. Conflict with law
If a provision conflicts with a mandatory legal requirement or the articles of incorporation, the governing law or articles
control, and the remaining lawful provisions continue to operate. The Board shall promptly propose a compliant
correction.
Section 12.4. Effective date; no retroactive loss of vested rights
These bylaws replace the March 1, 2021 version only after all approvals required by the applicable incorporation statute,
articles, and existing bylaws have been obtained. New membership qualifications, local-only voting limits, affiliation
groupings, director term changes, and voter controls apply prospectively, without retroactive invalidation of lawful
elections or removal of vested voting rights. If the proposed division of existing business members or other provisions
require votes by affected or newly created classes, those approvals must first occur. Where a provision depends on
amending the articles, it shall not take effect until that amendment is lawful and effective; the unaffected provisions
remain operative insofar as permissible.
Section 12.5. Anti-circumvention and consistent enforcement
A membership category, service package, sponsorship, new affiliate or nonprofit entity, special Board committee,
emergency rule, consent action, officer appointment, election procedure, or selective admission decision may not be
used to do indirectly what these bylaws prohibit directly. In applying this rule, the Chamber must honor statutory
member rights, existing contracts, fair procedures, and meaningful differences between independent businesses. Neither
the Board nor officers may use the admission process to discriminate unlawfully, punish legitimate dissent, evade a valid
meeting demand, or retroactively change the eligible voters for a pending action. Specific factual findings and a
disinterested review process are required for contested classifications.
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 13 of 14

Page 14

ADOPTION AND CERTIFICATION
Certificate of Adoption
The undersigned certify that the foregoing Soap Lake Chamber of Commerce Bylaws were duly adopted in
accordance with the Chamber's applicable governing documents and Washington law, including all required
notices, quorum, voting, and membership-class approvals.
ADOPTION DETAILS
DATE APPROVED EFFECTIVE DATE
MEETING TYPE / APPROVAL METHOD
MEETING LOCATION OR METHOD
VOTE RESULTS AND ANY SEPARATE CLASS APPROVALS
CERTIFICATION AND SIGNATURES
President
SIGNATURE DATE
PRINTED NAME
Secretary or Secretary/Treasurer
SIGNATURE DATE
PRINTED NAME
SOAP LAKE CHAMBER OF COMMERCE BYLAWS
Soap Lake, Washington | Bylaws Page 14 of 14

Summary of proposed bylaws changes

of 6

Loading document...

of 6
Read document text

Page 1

SOAP LAKE CHAMBER OF COMMERCE 2021 ACTIVE / 2026 PROPOSED
Member review handout | Summary only; full bylaws control Page 1 of 6
MEMBER REVIEW GUIDE • NOVEMBER 2026
What is changing in the Chamber
bylaws?
A plain-language comparison of the active March 1, 2021 bylaws and the proposed 2026
replacement . This handout summarizes the proposed changes for discussion and voting; it is not the
official bylaw text.
LOCAL PARTICIPATION
Soap Lake and Lakeview businesses; home-based and
online operations may qualify.
VOTE INTEGRITY
One commonly controlled enterprise, one vote; 30 days
of approved voting membership.
ACCOUNTABLE GOVERNANCE
Clear admission review, meeting procedures, officer
elections, and Board composition.
PROTECTED RULES
Core voting and governance rules cannot be changed by
the Board alone.
Membership and geographic eligibility
Membership classes 2021 Art. I / Proposed §§1.2-1.6
CURRENT | 2021
Three categories: business (voting), local
individual (nonvoting), and honorary (nonvoting).
PROPOSED | 2026
Four described categories: Local Business (voting),
Local Individual, Regional/Associate, and Honorary
(latter three nonvoting).
Who is a local voting business? 2021 Art. I / Proposed §§1.2-1.2A
CURRENT | 2021
Business membership is verified by state and local
business licenses; no express Soap Lake boundary
for business voting.
PROPOSED | 2026
Voting business must have a bona fide address and
meaningful operating connection in the Soap Lake
Service Area (city plus defined Lakeview area).
Home-based, mobile and online businesses 2021 Art. I / Proposed §1.2
CURRENT | 2021
No express rule for online, mobile or home-based
businesses.
PROPOSED | 2026
Qualifying home-based, mobile, remote-service, and
online businesses may vote without a separate
storefront; a borrowed address or mailbox alone does
not qualify.

Page 2

SOAP LAKE CHAMBER OF COMMERCE 2021 ACTIVE / 2026 PROPOSED
Member review handout | Summary only; full bylaws control Page 2 of 6
02 / MEMBERSHIP & ADMISSION
How membership is approved and protected
The proposal changes how applications, payment, refusals, and voting eligibility are handled.
Admission versus payment 2021 Arts. I-II / Proposed §§1.1, 1.7A
CURRENT | 2021
No detailed new-member Board review process or
online-payment rule is specified.
PROPOSED | 2026
All complete new applications go to the next duly called
Board meeting. Paying online or in person does not
admit an applicant or give a vote.
Decision deadline and refunds Proposed §§1.7A-1.7C
CURRENT | 2021
No comparable new-application decision or refund
process is stated.
PROPOSED | 2026
Complete applications normally must be decided within
45 days; if declined, withdrawn before approval, or
undecided by the deadline without extension, all
membership dues are refunded. Refund initiated within
10 business days.
Mission alignment and applicant protection 2021 Art. II / Proposed §§1.7, 1.7D
CURRENT | 2021
The existing bylaws address expulsion for conduct
prejudicial to the Chamber, but do not specify
admission refusal standards.
PROPOSED | 2026
Board may decline for documented, materially
mission-inconsistent conduct, including misuse of
Chamber resources to target local businesses. Lawful
peaceful advocacy or disagreement alone is not a basis.
Explanation and reconsideration Proposed §1.7B
CURRENT | 2021
No separate applicant review or reconsideration
procedure is stated.
PROPOSED | 2026
Applicant receives a private, concise written reason and
may seek reconsideration within 15 days. Individual
reasons need not be publicly posted, subject to legal
disclosure rights.
Common ownership and extra ballots 2021 Art. I / Proposed §§1.3, 1.8
CURRENT | 2021
Each paid business membership is entitled to one
vote; affiliations and nominee structures are not
addressed.
PROPOSED | 2026
Businesses under common control count as one voting
enterprise, even with multiple entities, names,
storefronts or employees. Independent businesses may
vote separately.
Membership dues 2021 Art. I / Proposed §1.11
CURRENT | 2021
Lists $50/$75/$100 business dues by employee
count and $25 individual dues; also permits Board
rate changes.
PROPOSED | 2026
Amounts are not written permanently into bylaws.
Voting members consider a proposed dues schedule at
the September annual meeting; prior rates stay until
replaced.

Page 3

SOAP LAKE CHAMBER OF COMMERCE 2021 ACTIVE / 2026 PROPOSED
Member review handout | Summary only; full bylaws control Page 3 of 6
03 / VOTES & MEETINGS
Voting rules and member meetings
These are rules proposed for future meetings. The current 2021 rules govern any vote to adopt the replacement.
Who may cast the business vote? 2021 Arts. III-IV / Proposed §§1.9, 3.1, 3.3
CURRENT | 2021
A current-dues voting member present may vote;
a business may assign a person to exercise its
privileges.
PROPOSED | 2026
One designated person (or recorded alternate) per
eligible enterprise. A single person cannot vote on
behalf of two enterprises on the same matter. No
routine proxy voting.
Thirty-day approved-member requirement Proposed §§1.10, 3.2
CURRENT | 2021
No express 30-day membership tenure or formal
voter-record-date rule.
PROPOSED | 2026
Business must have been approved as a voting
member at least 30 calendar days before the meeting.
Payment alone does not begin the period; continuous
renewals do not restart it.
Membership meeting quorum 2021 Art. V / Proposed §5.7
CURRENT | 2021
Five members in good standing, with at least two
Board members present.
PROPOSED | 2026
Lesser of five eligible voting enterprises or 20%
(rounded up), generally at least two; no particular
officer must attend. Mandatory legal rules override.
Annual and monthly meetings 2021 Art. V / Proposed §§5.1-5.2
CURRENT | 2021
Annual meeting in September, news-release notice
at least five days ahead; general meetings
monthly.
PROPOSED | 2026
September annual meeting retained, with direct written
notice ordinarily 14-50 days ahead; monthly general
meetings remain.
Special membership meeting requests 2021 Arts. V, XII / Proposed §§5.3-5.4
CURRENT | 2021
No complete special-meeting request procedure is
stated; special meetings are mentioned for bylaw
amendments.
PROPOSED | 2026
President, Board or qualifying 5% voting-member
demand may call; written purpose, subjects, intended
action and proposed agenda are requested.
Special meeting notice and business 2021 Art. XII / Proposed §§5.5-5.6
CURRENT | 2021
Bylaw amendment notice must include proposed
amendments; no general special-meeting notice
period in bylaws.
PROPOSED | 2026
Written notice ordinarily 14-50 days ahead with
purpose, agenda, and proposed action. Official votes
are limited to noticed business.

Page 4

SOAP LAKE CHAMBER OF COMMERCE 2021 ACTIVE / 2026 PROPOSED
Member review handout | Summary only; full bylaws control Page 4 of 6
04 / OFFICERS & DIRECTORS
How leadership is elected and seated
The officer positions can remain the full Board. Additional directors remain optional under the proposed structure.
Board composition 2021 Art. VI / Proposed §6.1
CURRENT | 2021
President, Vice-President, Secretary, Treasurer (or
combined role) and up to four directors; size
wording is not fully clear.
PROPOSED | 2026
Officers may constitute the entire Board; aims for at
least three distinct directors and caps total at eight,
including up to four optional at-large seats. One person
has one Board vote even with two offices.
Adding nonofficer directors 2021 Art. VI / Proposed §§6.1, 6.3
CURRENT | 2021
Allows up to four directors; vacancies may be filled
by majority of directors.
PROPOSED | 2026
New at-large seats must be authorized and filled by
voting members; the President or Board cannot simply
install extra voting directors.
December officer elections 2021 Art. VI / Proposed §§5.2A, 6.3
CURRENT | 2021
President and Vice-President elected for four-year
terms; no December election month specified.
PROPOSED | 2026
President and Vice-President elected in December for
prospective two-year terms; typically start January 1.
Election notice ordinarily 21-50 days ahead.
Secretary and Treasurer 2021 Art. VI / Proposed §6.3
CURRENT | 2021
President appoints Secretary and Treasurer for one
year.
PROPOSED | 2026
President nominates these one-year positions (possibly
combined); appointment and Board vote require
disinterested Board confirmation.
Unlimited re-election and reappointment 2021 Art. VI / Proposed §6.3A
CURRENT | 2021
No explicit lifetime or consecutive-term cap is
stated.
PROPOSED | 2026
Unlimited consecutive and nonconsecutive
re-elections/reappointments, but the proper election or
confirmation is required for each new term.
Nonlocal directors and officers 2021 Art. VI / Proposed §6.2
CURRENT | 2021
No express geographic qualification for officers or
directors is stated.
PROPOSED | 2026
Locally connected candidates normally qualify even if
living elsewhere. Others may be allowed with a
documented two-thirds disinterested-Board exception,
while a majority of directors remains locally qualified.

Page 5

SOAP LAKE CHAMBER OF COMMERCE 2021 ACTIVE / 2026 PROPOSED
Member review handout | Summary only; full bylaws control Page 5 of 6
05 / BOARD OPERATIONS & FUNDS
Operational safeguards and accountability
Some existing practices remain, but the new text specifies more procedures and limits on delegated authority.
Board meeting procedure and access 2021 Art. V / Proposed §§5.9-5.11
CURRENT | 2021
The bylaws mention a three-person trustee group;
they do not establish a full general Board notice or
quorum procedure.
PROPOSED | 2026
Special Board meetings ordinarily have 14-day written
director notice with location and agenda; majority Board
quorum. Meetings need not be public unless another
binding rule applies.
Meeting records and member access 2021 Arts. VII, X / Proposed §§5.10-5.11
CURRENT | 2021
Secretary keeps minutes and special notices;
directors may review accounts.
PROPOSED | 2026
Recorded minutes include attendance, motions,
decisions and conflicts; private applicant records are
subject to legally enforceable inspection and disclosure
rights.
Membership discipline and vacancies 2021 Arts. II, VI / Proposed §§2.3, 6.4
CURRENT | 2021
Existing member expulsion after notice/hearing by
two-thirds Board vote; three consecutive Board
absences can remove a director automatically,
subject to exceptions.
PROPOSED | 2026
More detailed written notice, fair process and
disinterested two-thirds discipline vote; three missed
director meetings trigger review rather than automatic
unlawful removal.
Spending approvals 2021 Art. VII / Proposed §10.3
CURRENT | 2021
Expenses approved beforehand by two Board
members, including Treasurer.
PROPOSED | 2026
Two-person/Treasurer control remains, with
documented alternate for Treasurer conflict or
unavailability; no one may approve their own
reimbursement alone.
Restricted funds and local purpose 2021 Arts. X-XI / Proposed §§10.1-10.4
CURRENT | 2021
Designated funds may be accounted for
separately; dissolution prohibits distribution to
members.
PROPOSED | 2026
Tracks grants, restricted gifts and public funds by
permitted uses; regional programs must show Soap
Lake benefit. Annual financial summary and conflict
disclosures are explicit.
Trustees and committees 2021 Arts. V, VIII / Proposed §§8.1-8.3
CURRENT | 2021
President and two directors may handle ordinary
business; committees act only with appropriate
Board authority.
PROPOSED | 2026
Delegate routine matters only. A small committee
cannot admit voting members, alter voter rosters,
change bylaws, control elections or add Board seats.

Page 6

SOAP LAKE CHAMBER OF COMMERCE 2021 ACTIVE / 2026 PROPOSED
Member review handout | Summary only; full bylaws control Page 6 of 6
06 / ADOPTION & TAKEAWAYS
How the proposal changes future governance
Changing the bylaws again 2021 Art. XII / Proposed §§12.1-12.2
CURRENT | 2021
Current text permits a two-thirds Board vote or a
membership majority at a noticed regular/special
meeting; proposal submitted to Board 10 days
ahead.
PROPOSED | 2026
Proposal calls for 21-day written submission and 14-day
full-text member notice. Core membership, voting,
meeting, Board and amendment safeguards require a
two-thirds member vote plus any further legally
required approvals.
Stopping workarounds Proposed §12.5
CURRENT | 2021
No broad anti-circumvention clause is stated.
PROPOSED | 2026
An officer, committee, affiliate, membership package or
selective approval cannot indirectly bypass protected
voting or governance rules.
What remains fundamentally the same
01 September remains the annual meeting month. The proposed officer-election month changes to December.
02 Monthly general membership meetings continue. Individual and honorary participation remains nonvoting in
ordinary membership ballots.
03 The September 1-August 31 fiscal year stays. Funds are still used for Chamber purposes.
04 Secretary/Treasurer terms remain one year. The proposal adds Board confirmation for their director status.
05 The Treasurer remains part of the standard two-person spending approval. A documented fallback is
added.
06 Robert's Rules remain the parliamentary reference. Dissolution still directs residual assets to qualified
nonprofit purposes.
Before members vote
Active rules govern adoption. The proposed 30-day waiting period and regional voting restrictions do not
automatically apply to the vote that would adopt them. The replacement states it takes effect only after all required
approvals.
Sources compared: Soap Lake Chamber of Commerce By-Laws, March 1, 2021 (4 pages) and Soap Lake Chamber of Commerce
Bylaws, 2026 proposed adoption copy (14 pages; 13 operative pages plus certification). Article/section references appear with each
comparison. The summary is informational: read the full proposal for precise wording. Verification of the Chamber's articles of
incorporation, applicable nonprofit law and any required class approvals remains necessary before adoption.

Proposed bylaws review

November 9, 2026 at 6:00 PM PST. Soap Lake Chamber of Commerce office and visitor center. Review and discussion of the proposed new Chamber bylaws. A separate special meeting will be held for the vote.

Special meeting: proposed bylaws vote

November 16, 2026 at 6:00 PM PST. Visitor Information Center. All Chamber members are invited to attend and vote on the proposed new bylaws. This special meeting is reserved for Chamber members and is not open to the general public.

Member review and vote

Please review the proposed bylaws before the meeting. This document is a proposal for member consideration, not a record of adoption. Contact the Chamber with questions about the proposal or meeting arrangements.

Contact the Chamber