ARTICLE I OFFICES The principal office of the Bennington Chamber of Commerce, Inc. (the “Corporation”) in the State of Nebraska shall be located in the City of Bennington, County of Douglas. The Corporation may have such other offices, either within or without of the State of Nebraska as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. The Corporation shall have and continuously maintain in the State of Nebraska a registered office, and a registered agent whose office is identical with such registered office, as required by the Nebraska Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Nebraska, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by a Board of Directors of not less than five (5) nor more than thirteen (13). Number and Qualification after Annual Election. The Board of Directors shall be composed of not fewer than five (5) Directors, but not more than thirteen (13), the exact number to be determined by the Board of Directors. Members may serve on the Board of Directors or may elect such other individuals as the Member may deem appropriate and reasonable. Members will vote for the Board of Directors at the annual member meeting. The Board of Directors shall have full power to act on behalf of the Corporation as permitted by the statutes of the State of Nebraska, the Articles of Incorporation and these Bylaws, as shall be amended from time to time. Section 2. Composition of the Board of Directors. The Board of Directors shall be composed of such personas as may be elected by the Board of Directors, but the President of the Corporation shall, by virtue of his or her office, automatically sit on the Board of Directors for the duration of his or her term as President. Section 3. Number, Tenure and Qualification. The Board of Directors shall serve for a term of one to three years, as elected by the Members, or until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. There shall be no limit to the number of terms that any Director may serve. Annual Meeting. The annual meeting of the Board of Directors shall be held during the first quarter following the annual meeting of the Members, at such time and place as shall be fixed by the members at the meeting. No notice shall be necessary to the newly elected Board of Directors in order legally to constitute such meeting providing a majority of the whole Board of Directors, shall be present at such meeting. Regular Meetings. Regular meetings of the Board of Directors may be called at such time and place shall be determined from time to time by a majority of the Directors, but at least six such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, by mail or electronic mail, at least three (3) business days prior to the days named for such meeting. Special Meetings. Special Meetings of the Board of Directors may be called by the President on three (3) business days’ notice to each Director, given by mail or electronic mail, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors may likewise be called on like notice on the written request of at least three (3) Directors. Section 6. Notice. Notice stating the date, place and hour of any regular or special meeting of the Board of Directors shall be given at least 5 days previously thereto by written notice delivered personally, sent by mail, facsimile or electronic mail to each Director at his or her address or email address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered with the transmission thereof shall be made. If sent by e-mail, such notice shall be deemed to be delivered upon transmission thereof. Any Director may waive notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need to specify in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws. Quorum of Board of Directors. At all meeting of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decisions of the Board of Directors. If at any meeting of the Board, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At any such subsequent meeting at which a quorum is present any business which might have been transacted at the meeting originally called, may be transacted without further notice. Section 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Meetings can occur via telephone or conference call or via email, if possible. Section 9. Compensation. No Director shall receive any compensation for acting as such; provided, however, the Directors may be reimbursed for any reasonable expenses or services incurred on behalf of the chamber at the directions of the Board. Section 10. Removal of Board of Directors. At any regular or special meeting of the Members, any one or more of the Directors may be removed with or without cause by a majority vote of the Members present and entitled to vote, and a successor may then and there or thereafter be elected to fill the vacancy thus created by the Members. Any member of the Board of Directors whose removal has been proposed by the Voting Members shall be given an opportunity to be heard at the meeting. A Director who has two (2) or more unexcused absences from meetings may be removed the Board, after receiving notice from the Board. A new Director shall be appointed to serve out the remaining tenure of the removed Director and said new Director shall be appointed by a majority of the Board of Directors. Section 11. Vacancies. Vacancies in the Board of Directors caused by any reason other than removal by a vote of the members entitled to vote, shall be filled by a vote of a majority of the remaining Directors at a meeting held for that purpose, even though the Directors present at such meeting may constitute less than a quorum. Each person so elected shall be a Director for the remainder of the term of the Director so removed and until a successor shall be elected at an annual meeting of the Members. In the discretion of the Board, the Board may also determine not to fill a vacancy until the next annual meeting of the Members. Section 12. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Directors unless otherwise required by the Nebraska Nonprofit Corporation Act. Section 13. Liability of the Board of Directors. The Directors shall not be liable to the Members for any mistakes of judgement, or otherwise, except for their own individual willful misconduct. The Bennington Chamber of Commerce shall, to the extent permitted by the Nebraska Nonprofit Corporation Act, as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto. Notwithstanding the foregoing, the indemnification provided for in this Section shall not be deemed exclusive of any other rights to which those entitled to received indemnification or reimbursement hereunder by the entitled under any Bylaw of this Bennington Chamber of Commerce, agreement, vote or consent of members or disinterested Directors or otherwise. It is intended that the Directors shall have no personal liability with respect to any contract made by them on behalf of the Bennington Chamber of Commerce. Agreements made by the Board of Director or by the officers on behalf of the Corporation may provide that the Directors or the managing agent, or officers, are acting only as agents for the Corporation and shall have no personal liability thereunder. Section 14. Dues. The Board of Directors on an annual basis shall determine the amount of dues to be charged to each Business to be a member of the Bennington Chamber of Commerce. ARTICLE III Member Meetings and Voting Rights Section 1. Annual Meetings. The annual meeting of the members shall be held in November of each year. The Members may transact such other business at such meetings as may properly come before them. Section 2. Place of Meetings. Meetings of the Members shall be held at the Bennington Public Library or at such other suitable place convenient to such Members as may be designated by the Board of Directors. Section 3. Special Meetings. It shall be the duty of the President to call a special meeting of the Members if so, directed by resolution of the Board of Directors or upon a petition signed and presented to the Secretary by at least twenty percent (20%) of all members entitled to vote. The notice of any special meeting shall state the time, place and purpose of the meeting. No business shall be transacted at a special meeting except as stated in the notice. Section 4. Notice of Meetings. The Secretary shall mail, email or deliver to a Member’s place of residence at least ten (10) but not more than twenty (20) days prior to such meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Member of record a notice of each annual or special meeting of the Members or at such other address as such Member shall have designated by notice in writing to the Secretary. Section 5. Adjournment of Meetings. If any meeting of Members cannot be held because quorum has not attended, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called. Section 6. Order of Business. The order of business at all meetings of the Members shall be as follows: 1. Roll call/attendance sheet. 2. Minutes of the preceding meeting made available. 3. Reports of the Board of Directors. 4. Election of Board of Directors (when so required). 5. Committee reports and business. Section 7. Voting. Only those Members who have paid dues shall be permitted to vote and shall be a Voting Member of the Bennington Chamber of Commerce. Each member shall be entitled to one vote. No vote may be cast on behalf of any member unless all dues, charges or assessments of the Member have been paid current to the date of any election or to the time casting such vote. Section 8. Proxies. The Members, or some person designated by such Member or members to act as proxy on his, her or their behalf and who need be a Member themselves, shall be entitled to cast the vote of the absent Member at all meetings of Members. The designation of any such proxy shall be made in writing to the Secretary and shall be revocable at any time by written notice to the Secretary by the Member or Members so designating. Section 9. Quorum. Except as otherwise provided by these Bylaws, the presence in person or by proxy of Members holding at least ten percent (10%) of the votes entitled to be cast shall constitute a quorum at all meetings of the Members. Section 10. Majority Vote. The vote of a majority of Members at a meeting at which a quorum shall be present shall be binding upon all Members for all purposes except where a higher percentage vote is required by law, or by these Bylaws. ARTICLE IV OFFICERS Section 1. Officers. The officers of the corporation shall be a President, Vice President, a Treasurer, and a Secretary. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and except the offices of President and Vice President. Section 2. Election and Term of Office. The officers of the Corporation shall be elected biennially by the Board of Directors at the regular annual meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. Section 3. Removal. Upon the affirmative vote of a majority of the Board of Directors, an Officer may be removed, either with or without cause, and his or her successor may be elected at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for such purpose. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President. The President shall be the chief executive office of the Bennington Chamber of Commerce. He or she shall preside at all meetings of the member and the Board of Directors. He or she shall have all of the general power and duties which are normally incident to the office of the president of a corporation organized under the law of the State of Nebraska, including but not limited to the power of appointment from among the Members of any committee which he or she decided is appropriate to assist in the conduct of the affairs of the Bennington Chamber of Commerce. Section 6. Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Vice President will assist with day to day operations of the Bennington Chamber of Commerce and help formulate long range plans. Section 7. Treasurer. The Treasurer shall have the responsibility for Bennington Chamber of Commerce funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial statements. He or she shall be responsible for the deposit of all moneys and other valuable effects in the name of the Board of Directors, or the managing agent, in such depositories as may from time to time be designated by the Board of Directors, and he or she shall, in general, perform all duties normally incident to the treasurer of a corporation organized under the law of the State of Nebraska. Section 8. Secretary. The Secretary shall keep the minutes of all meetings of the Members of the Board of Directors; he or she shall have charge of such books and papers as the Board may direct; and he or she shall, in general, perform all the duties normally incident to the office of secretary of a corporation organized under the law of the State of Nebraska. Section 9. Agreement, Contracts, Deeds, etc. All agreements, contracts, deeds, leases, mortgages, and other instruments of the Bennington Chamber of Commerce shall be executed by two or more of the officers of the Bennington Chamber of Commerce or by the majority approval of the Board of Directors. The Bennington Chamber of Commerce shall maintain a separate checking account. Section 10. Compensation of Officers. No Officer of the Bennington Chamber of Commerce shall receive any compensation for acting as such but may be compensated for any expenses incurred incident to his or her responsibilities. Section 11. Budget. The Board of Directors shall adopt a budget for each year that shall include the estimated funds required to defray the common expenses and to provide and maintain funds for “current expenses” and “anticipated expenses”. The fiscal year shall run from January 1 through December 31st annually. ARTICLE V COMMITTEES Section 1. Committees Members. The Board of Directors may appoint such individuals as so determined and designated and as deemed necessary and appropriate to serve as Members of any Committee designated by the Board. The Committee shall serve at the pleasure of and in such capacities as determined by the Board of Directors. A Member of the committee shall only fulfill those duties and responsibilities given by the Board of Directors, and such Committees may be dissolved at the directions of the Board. No such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or office of the Corporation; amending the Articles of Incorporation; adopting a plan or merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that is shall not be amended, altered or repealed by such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director of any responsibility imposed upon it, him or her by law. Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designed by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Section 3. Committee Membership. Except as otherwise provided in such resolution, members of each such committee shall be directors of the Corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or personal authorized to appoint such member whenever in their judgement and best interests of the Corporation shall be served by such removal. The directors of each committee may add additional members to the committee to assist in the administration of committee duties, however the directors on each committee shall be responsible for all tasks delegated for the Board of Directors to the committee. Section 4. Term of Service. Member of any Committee shall serve for an indeterminate period of time but in no event longer than one (1) year from the date of appointment unless otherwise reappointed by the Board of Directors. Section 5. Chairman. The chairman of each such committee shall be a Director and shall be appointed chairman by the person or personal authorized to appoint the members thereof. Removal. A Member of any Committee may be removed from office at any time as determined by the majority of the Board of Directors. Upon oral or written notice by the Board of Directors, the service of the member of the Committee shall immediately cease. Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Section 7. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors. ARTICLE VI CONTRACTS, CHECKS, DEPOSITS, FUNDS AND FUND RAISING Section 1. Contracts. The Board of Directors may authorize any officer of officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer. Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. Section 5. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. ARTICLE VII BOOKS, RECORDS AND ACCOUNTS The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the directors. All books and records of the Corporation may be inspected by any director, or his agent or attorney, and by the general public, for any proper purpose at any reasonable time. The books of account shall be reviewed annually as of the end of its fiscal year by the Executive Committee. Records and Audits. The Board of Directors shall keep reasonably detailed records of the action of the Board, the minutes of the meetings of the Board of Directors, minutes of the meetings of the Members, and financial records and books of account of the Bennington Chamber of Commerce, including a chronological listing of receipts and expenditures. A written report summarizing all receipts and expenditures of the Bennington Chamber of Commerce shall be rendered by the Board of Directors to all Members at least annually. On an annual basis, or at the Board’s discretion, the Board of Directors shall appoint a committee and/or employ the service of a professional to audit the financial records of the Bennington Chamber of Commerce. ARTICLE VIII FISCAL YEAR The fiscal year of the Corporation shall be from January 1 through December 31. ARTICLE IX BUDGET AND FINANCIAL OPERATION Budget. The Board of Directors shall adopt a budget for each year that shall include the estimated funds required to defray the common expenses and to provide and maintain funds for “current expenses” and “anticipated expenses”. ARTICLE X INDEMNIFICATION Section 1. Indemnification of Officers, Directors, Employees and Agents Against Damages for Actions Other Than Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right to the Corporation, by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of the Corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, to the full extent permitted by the laws of the State of Nebraska. Section 2. Determination of Right to Indemnification. Any indemnification under this Article X, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances. Such determination shall be made by the Board of Directors by a majority vote of a Quorum consisting of Director who were not parties to such action, suit or proceeding or, if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel. Section 3. Indemnification Provided by this Article Not Exclusive. The indemnification provided by this Article X shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrator of such a person. Section 4. Power of Corporation to Maintain Insurance on Behalf of Directors, Officers, Employees and Agents. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation against any liability asserted against him and incurred by him in any such capacity or arising out of this status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the Article X. ARTICLE XI WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Nebraska Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 1. Notices. All notices to the Board of Directors shall be sent by mail or email, in the care of the President, or to such other address as the Board may hereafter designate from time to time. All notices to any Member shall be sent by regular mail. All notices shall be deemed to have been given when mailed, except notices of change of address which shall be deemed to have been given when received. Section 2. Invalidity. The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity or enforceability of the remaining provisions. Section 3. Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of these Bylaws, or the intent of any provision thereof. ‘ Section 4. Gender. The use of the masculine gender in these Bylaws shall be deemed to include the feminine gender and the use of the singular shall be deemed to include the plural, whenever the context so requires. Section 5. Waiver. No restriction, condition, obligation, or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur. ARTICLE XII SEAL The Board of Directors may provide a corporate seal which shall be circular in form and shall be inscribed thereon the name of the Corporation, the state of incorporation and the words “Corporate Seal.” Amendments. These Bylaws may be added to, amended or repealed in whole or in part by two-thirds of the whole Board of Directors at any Regular, Annual or Special Meeting of the Board called for that purpose provided that notice of such amendment has been given to the Directors at least seven (7) days prior to said meeting. No action or amendment shall be taken which in any way adversely affects the Corporation's qualification as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code as it now exists or may hereafter be amended.