ARTICLE I: GENERAL
1.1 NAME: This organization is incorporated under the laws of the State of Texas and is named the Angelina County Chamber of Commerce.
1.2 PURPOSE: The Angelina County Chamber of Commerce is organized to achieve the objectives of (1) Preserving the competitive free enterprise system of business by: creating a better understanding and appreciation of the importance of business and a concern for their problems; educating the business community and representing them in City, County, State and National legislative and political issues; preventing or addressing problems which are detrimental to expansion and growth of business and the community; creating a greater appreciation of the value of a more liberal investment in substance and self on behalf of the interests of competitive business; (2) Promoting business and community growth and development by: promoting economic programs designed to strengthen the income potential of all business within the trade area; promoting programs of a civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community; and discovering and correcting problems which prevent the promotion of business or community expansion or growth.
1.3 LIMITATION OF METHODS: The Angelina County Chamber of Commerce shall observe all local, state and federal laws, which apply to a nonprofit organization defined in Section 501 (C) (6) of the Internal Revenue Code.
1.4 GENERAL PROVISIONS: Within these Bylaws, as currently existing or as later amended:
- Unless otherwise provided, words or phrases used in these Bylaws have their customary and ordinary meaning;
- The singular use of any word includes the plural use and the plural use of any word includes the singular use.
- The masculine use of any word includes the feminine and neutral uses, the feminine use of any word includes the masculine and neutral uses, and the neutral use of any word includes the masculine and feminine uses;
- The present tense of any word includes the past and future tenses; and the future tense of any word includes the present tense; and,
- The words “shall” or “must” indicate a mandatory action or requirement and the word “may” indicates a permissive action or requirement.
ARTICLE II: MEMBERSHIP
2.1 ELIGIBILITY: Any person, association, corporation, partnership or estate residing or located in Angelina County, Texas, or having an interest in the objectives of the organization in Angelina County, Texas, shall be eligible to apply for membership.
2.2 APPROVAL: Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. The membership Committee, or the President, shall review all applications and submit them to the Board or Directors with a recommendation. Approval of members shall be by the Board of Directors at any meeting thereof. Any applicants approved shall become a member upon payment of the regularly scheduled investment as provided by the Board. No person or entity shall hold more than one membership. Unless required by law or otherwise provided in these Bylaws, no membership or right and privilege of membership may be sold, purchased, assigned or otherwise transferred without written approval of the Board.
2.3 DUES: Membership dues shall be set at such rates, schedule or formula as may from time to time be prescribed by the Board of Directors, payable annually, semiannually or quarterly in advance. Membership Investments are considered delinquent after ninety (90) days and must be reported to the Board of Directors for action.
2.4 TERMINATION: (A) Any member may resign from the Chamber upon written request to the Board of Directors. (B) Any member shall be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after ninety (90) days from the date due, unless otherwise extended for good cause. (C) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after written notice and opportunity for a hearing within fifteen 15 days are afforded the member complained against.
2.5 MEMBERSHIP CLASSIFICATIONS: Membership in the Chamber will be classified as a: (1) Business Member — any individual, corporation, partnership or estate actively in business (2) Individual member — any individual NOT actively in business, to include elected officials, ministers, school teachers, retirees or other interested citizens, (3) Associate Member — any individual employed by a business member and designated by that business as an associate member. Associate members may be named by business members for each increment of $100 over the minimum investment for that business. Additionally, employees of business members who wish to belong to the Chamber may do so by paying the $100 annual fee, (4) HONORARY MEMBERSHIP - Honorary Membership may be conferred by the Board of Directors upon a person who has, by distinguished service to the Chamber, the local community, region or state, demonstrated fullest possible support of the Mission of the Chamber. Approval of Honorary Membership requires a unanimous vote of the Board of Directors. Businesses or organizations are not eligible for Honorary Membership. Honorary members shall have all the privileges of membership, for their lifetime, except the right to hold office and vote on issues, and shall be exempt from the payment of dues. (5) Chairman’s Circle Membership – a special membership level called the Chairman’s Circle shall be designated for business members who have a membership investment of $5000 or more annually. (Amended June 20th, 2012)
2.6 VOTING: In any proceeding in which voting by members is called for, each member person shall be entitled to one vote, and each member firm, association or corporation shall be entitled to a number of votes determined by the investment paid provided each member firm has so designated the proper number of associate members.
2.7 EXERCISE OF PRIVILEGES: Any member designated as a business member may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscriptions and shall have the right to change its membership nomination upon written notice.
2.8 ORIENTATION: At regular intervals, an orientation on the purpose and activities of this organization shall be conducted for the following groups: new members, new directors, new officers, new committee leaders and committees. A detailed outline for orientation of each of these groups shall be a part of the Chamber’s procedures manual.
2.9 INDEMNIFICATION: As requested by the Board, each member shall indemnify the Chamber for, and hold the Chamber harmless from, any expenses, costs, liabilities, or damage, including reasonable attorney’s fees and legal expenses, incurred by the Chamber or by any Chamber director, officer, employee, agent, representative, or contractor, because of an property damage, personal injury or death resulting from the member’s negligence or failure to comply with the governing documents of the Chamber.
ARTICLE III: MEETINGS
3.1 ANNUAL MEETING: The annual meeting of the membership of the corporation, in compliance with State law, shall be held as soon as is practical after the first day of each fiscal year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days, but not more than fifty (50) days before said meeting.
3.2 ADDITIONAL MEETINGS: (A) General meetings of the Chamber, may be called by the Chairman of the Board at any time, or upon petition in writing of any 25 members in good standing. (B) Special called Board meetings may be called by the Chairman of the Board or upon written application of three (3) members of the Board. (C) Committee or task force meetings may be called at any time by the Chairman of the Board, the respective Division Vice-chairman or by the Committee or task force chairman.
3.3 QUORUMS: At any duly called General Meeting of the Chamber, 25 members shall constitute a quorum; a majority of Directors present shall constitute a quorum of the Board of Directors; at committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members, five (5) shall constitute a quorum.
3.4 BOARD MEETINGS: (1) Place of Board Meetings - Regular and Special Meetings of the Board of Directors will be held at any location that the Board Chairman may designate within Texas. (2) Regular and Special Meetings - Regular meetings of the Board of Directors shall be held as deemed necessary by the Board of Directors. Special Meetings may be called by the Board Chairman or any three Directors. An orientation meeting will be held each year for the new members of the Board of Directors. (3) Notice of Board Meetings - Notice of the date, time, and place of Regular Meetings shall be given to each board member by regular mail, telephone (including voice mail), facsimile, or e-mail no less than seven (7) days prior to the meeting. Notice of the date, time, and place of special meetings shall be given to each board member using the same methods, but with no less than (3) days notice prior to the meeting. (4) Waiver of Notice - Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened. (5) Quorum - A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Certificate of Formation or by any provision of these bylaws. (6) Actions without a Meeting - Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit Corporation Act, the Certificate of Formation, and these bylaws may be taken without a meeting, if a majority of Directors individually and collectively consent in writing, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Board. (7) Proxy Voting Prohibited - Proxy voting is not permitted. (Amended June 20th, 2012)
ARTICLE IV: BOARD OF DIRECTORS
4.1 COMPOSITION OF BOARD: The Board of Directors shall be composed of the following: a) 15 members, five of whom shall be elected annually to serve three (3) year terms, or until their successors are elected and have been qualified and b) three (3) members shall be named by the Chairman of the Board for a one (1) year term, subject to the approval of the board, c) members of the Chamber’s Chairman’s Circle, as defined in Article 2.5 (5), shall also serve three (3) year terms on the board, ex-officio with a vote, and d) ex-officio board members with a vote, as defined in Article 4.6. Board members should represent a cross section of the Chamber membership. (Amended June 20th, 2012)
4.2 DUTIES OF THE BOARD: The government and Policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs. Policies adopted by the Board of Directors will be maintained in a Policy Manual, to be reviewed annually and revised as necessary.
4.3 SELECTION AND ELECTION OF DIRECTORS: (A) NOMINATING COMMITTEE: At the August meeting of the Board, the Governance/By-Laws Committee shall present to the Board a slate of five candidates to serve three year terms to replace the terms of the Directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No Board member who has served a full three year term is eligible to be reelected. A period of one (1) year must elapse before eligibility is restored. (B) PUBLICITY OF NOMINATIONS: Upon receipt of the report of the Governance/By-Laws Committee, the President shall immediately notify the membership by mail or e-mail of the names of persons nominated as candidates for directors and the right of petition. (C) QUALIFICATIONS OF DIRECTOR: A nominee for director of the Chamber must be a natural person, have the capacity to enter into legally binding contracts, be a member in good standing of the Chamber, reside in Angelina County for his or her permanent residence, have not within the preceding five (5) years been convicted of or pled guilty to a felony, and have not served a full three year term as a member of the Board of Director within the past year (except in an appointment to fill an unexpired vacancy, or a one year appointment by the Board Chairman) (D) NOMINATIONS BY PETITION: Additional names of candidates for Directors can be nominated by petition bearing the genuine signatures of at least 25 qualified members of the Chamber. Such petition shall be filed with the Governance/By-Laws Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Governance/By-Laws Committee as to the legality of the petition(s) shall be final. (E) DETERMINATION: If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of five candidates shall be declared legally elected by the Board of Directors at their regular September Board Meeting. If a legal petition shall present additional candidates, the names of all candidates shall be arranged in alphabetical order and mailed to the membership by the President with instructions to vote for five (5) at least ten (10) days before the regular September Board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber office within ten days. The Board of Directors shall at their regular September Board meeting declare the five candidates with the greatest number of votes, elected.
4.4 SEATING OF NEW DIRECTORS: All newly elected Board members shall be seated at the regular October meeting of the Board and shall be participating, voting members thereafter. Retiring Directors shall serve until the end of the program year.
4.5 VACANCIES: A member of the Board who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board, unless confined by illness or upon prior notice of anticipated absence or other absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Directors, or among the Officers, shall be filled by the Chairman of the Board with approval of the Board. Appointment to fill a vacancy shall be only for the length of the unexpired term filled.
4.6 EX-OFFICIO MEMBERS: The Immediate Past Chairman of the Board shall automatically become an ex-officio member of the Board one (1) year and shall be entitled to vote as a Board member. Additional ex-officio members, with a vote, shall include, the Chairman of the Board of the Lufkin/Angelina County Economic Development Partnership and 2 superintendents from Angelina County Schools. Additional ex-officio members, without a vote, shall include the Lufkin City Manager, the President of Angelina College, Angelina County Judge, the Mayor of Lufkin, Executive Director and Chairman of the 4b Corporation, and Executive Director of the Lufkin Convention and Visitors Bureau. By a majority vote of the Board, additional ex-officio members of the Board may be appointed without being entitled to vote. (Amended June 20th, 2012 & 2016 & 2018)
4.7 INFORMAL ACTION BY DIRECTORS: Any action required by law to be taken at a meeting of Directors, or any actions which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing or by electronic, facsimile or e-mail setting forth the action so taken shall be signed or provided by all of the Directors.
4.8 EXECUTIVE SESSIONS: All meetings of the Board of Directors shall be open to all members of the Chamber and to the general public, except the Board reserves the right to adjourn and reconvene in an executive session which will be closed to the general public, members and media.
4.9 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 these bylaws.
4.10 INDEMNIFICATION: The Chamber may, by resolution of the Board of Directors, provide indemnification for (1) an individual who is or was a Director or Officer or for an individual who was or is serving as a Director or Officer of the Chamber; (2) who was wholly successful on the merits or otherwise, in defending any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal; (3) to which the Director or Officer was a, is, or is threatened to be named defendant or respondent; (4) because the Director or Officer was or is a Director or Officer of the Chamber; (5) against reasonable expenses, including counsel fees actually incurred by the Director or Officer in connection with the above proceeding. Further, the Chamber may, by resolution of the Board of Directors, provide indemnification for (1) an individual who is or was a Director or Officer or for an individual who was serving as a Director or Officer of the Chamber, (2) who was acting in good faith and reasonably believed the conduct of the complaint was in the Chamber’s best interest and/or was not opposed to the Chamber’s best interest, or was not unlawful; (3) against the obligation to pay a judgment, settlement, penalty, fine or reasonable expense, including counsel fees actually incurred by the Director or Officer in connection with the above proceeding. However, the Chamber shall not be required nor authorized to extend indemnification to any individual who was or is serving as a Director or Officer who was not acting in good faith and reasonably believed the conduct of the complaint was in the Chamber’s best interest and/or was opposed to the Chamber’s best interest, or was unlawful or to matters as to which such Officer or Director shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
4.11 REMOVAL OF DIRECTOR: Members may request the removal of one (1) or more Directors for committing any grossly negligent, fraudulent, or criminal acts or omission significantly and adversely affecting the Chamber. For each Director for whom removal is requested, members of the Chamber shall deliver to the President or Secretary a dated written petition (1) identifying the Director, (2) explaining the basis for requesting the removal of the director; and (3) containing the printed names and addresses and original dated signatures obtained within thirty (30) days of the petition date, of at least ten (10%) percent of the members of the Chamber. Within thirty (30) days of the receipt of the petition, the Chamber shall forward a copy of the petition to the Director involve. The Board shall meet to review the petition and, if the Board determines the petition complies with this by-law, the Board shall notice and hold an open meeting within sixty (6) days following the Board’s determination. The Notice shall state the purpose of the hearing to consider removal of the director, the basis of the petition, and the intent to accept evidence and vote on the petition. At the hearing the proponents of the petition and the Director involved will be permitted to provide testimony and evidence. Following presentation of the testimony and evidence, the Board will vote on the petition. If a majority of the Board vote to remove the Director, then the Director is removed. The position of the Director will be filled as provided for director position vacancies.
4.12 DIRECTOR COMPENSATION: Directors and Officers of the Chamber, except full or part-time employees of the Chamber, shall not receive compensation for attendance or service as a Director or Officer. Directors and Officer shall be entitled to reimbursement for reasonable expenses incurred in attendance of Chamber functions, as determined in the reasonable discretion of the Board.
4.13 DIRECTOR CONDUCT: A Director is to discharge the Director’s duties in good faith, with the care of an ordinary prudent person in a like position would exercise under the similar circumstances; and in a manner the Director believes to be in the Chamber’s best interest. A Director may rely on the information, opinions, reports, or statements including financial statements and other financial data prepared and presented by the Chamber officers, legal counsel and accountants and committees. If a Director complies with this By-law then the Director is not liable to the Chamber, any member, or any other individual or entity for action taken or not taken, as a Director. No Director is deemed a trustee regarding the Chamber or any property held or administrated by the Chamber, including, without limit, property potentially subject to restrictions imposed by the property’s donor or transfer.
4.14 CONFLICT OF INTEREST TRANSACTION: A conflict of interest transaction is a transaction with the Chamber in which a Director has a direct or indirect interest. (A). INDIRECT INTEREST: A Director has an indirect interest in a Conflict of Interest Transaction if at least one (1) party to the transaction is another entity (i) in which the Director has a material interest or is a general partner; or (ii) of which the Director is a director, officer or trustee. (B). APPROVAL OF CONFLICT OF INTEREST TRANSACTION: Regardless of the presence or vote of a Director interested in a Conflict of Interest Transaction, a Conflict of Interest Transaction may be approved if the Conflict of Interest Transaction’s material facts and the Director’s interest, are (i) disclosed or known to the Board of Directors and a majority of the Board of Directors with no interest in the Conflict of Interest Transaction vote to approve the Conflict of Interest Transaction; or (ii) disclosed or know to the members of the Chamber and a majority of votes cast by the members not voting under the control of a Director or entity interested in the Conflict of Interest Transaction approves the Conflict of Interest Transaction. (C). FAIR CONFLICT OF INTEREST TRANSACTION: A Conflict of Interest Transaction that is fair when entered is neither voidable nor the basis for imposing liability on a Director interested in the Conflict of Interest Transaction.
4.15 STANDING BOARD COMMITTEES: The following standing committees of the Board will be appointed at the January meeting of the Board by the Board Chairman: Audit, Budget & Finance. Human Resources, Governance & By-Laws, and Governmental Affairs. (A) AUDIT, BUDGET, FINANCE & HUMAN RESOURCES: The Board Chairman will chair the Audit, Budget, Finance & Human Resources Committee, which will include the President, ex officio, non-voting. The remaining members of the committee will be the Treasurer, Immediate Past Chairman and Chairman-Elect. The Audit, Budget, Finance & Human Resources Committee will be responsible for generally overseeing and ensuring the development and approval of the annual budget & audit to include: a) Reviewing revenue forecasts and expenditure plans presented by management; b) Making recommendations to the board for approval of an annual budget at the January meeting of the Board; c) Recommending selection of an auditor each year and d) Reviewing the annual audited financial statements with the auditor; and e) Overseeing the establishment & review of general policies for the management of the Chamber’s staff and volunteer resources and monitoring compliance with those policies. (B) GOVERNANCE/BY-LAWS: The Immediate Past Chair of the Board will chair the Governance/By-Laws Committee, which includes the President as a non-voting member. The Board Chairman annually names four other members to the committee, two members of the current Board and two Past Chairmen of the Board. The committee is responsible for: a) Developing and recommending to the Board five (5) nominees for election to the Board at the August meeting of the Board (See section 4.3), b) Developing & recommending prospective candidates for vacant positions on the Board of Directors as needed; c) Recommending, to the Board a slate of officers to include a Chairman, Chairman-Elect, four (4) Vice-Chairmen, a Treasurer and Secretary at the October meeting of the Board. (see section 5.2) d) Hosting an orientation for new Board members and officers, e) Monitoring board member attendance. f) Carrying out an annual evaluation/assessment of the Board’s performance. g) reviewing the by-laws annually and making needed recommended changes as needed. (C) GOVERNMENTAL AFFAIRS: The Governmental Affairs Committee will review all potential issues to be brought to the Chamber Board for the purpose of approving specific Policy Statements. The Board Chairman will appoint at least three (3) Board members and four (4) members at large to the committee, and will name a committee member as Chairman
ARTICLE V: OFFICERS
5.1 CLASSIFICATION: The Officers of the Chamber shall be a Chairman of the Board, four (4) Vice chairmen of the Board of equal rank, a Chairman of the Board-Elect, a President a Secretary and a Treasurer. (Amended June 20th, 2012)
5.2 DETERMINATION: The Governance/By-Laws Committee shall recommend a slate of officers to the Board at their regular October meeting of the Board. All officers nominated shall be duly elected members of the new Board except the office of Chairman of the Board-Elect, which may be filled from the general membership of the Chamber. All officers elected shall serve a term of One (1) year or until their successors assume the duties of office and shall be voting members of the Board of Directors.
5.3 DUTIES OF OFFICERS: (A) CHAIRMAN OF THE BOARD: The Chairman of the Board shall serve as the chief elected officer of the Chamber and shall preside at all meetings of the membership, Board of Directors and Executive Committee. With the advice and counsel of the President, the Chairman shall assign Vice-Chairmen to divisional or departmental responsibility, subject to the approval of the Board. With the counsel of the President and the Vice-Chairmen, the Chairman shall select all committee leaders, assist in the selection of committee personnel, subject to the approval of the Board of Directors. The Chairman shall perform all duties incident to his office and recommend such action as may be deemed likely to increase the usefulness of the Chamber, shall convene the membership of the Chamber at least annually, convene the Board of Directors at least monthly and shall convene special meetings of the Chamber and the Board as may be deemed necessary. The Chairman shall sign all contracts, bonds or other obligations in behalf of the Chamber, as authorized by the Board. The Chairman of the Board is an ex-officio member of all Chamber committees, Boards and task forces. (B) CHAIRMAN OF THE BOARD-ELECT: The Chairman of the Board-Elect shall exercise the powers and authority and perform the duties of the Chairman of the Board in the absence or disability of the Chairman. The Chairman-Elect shall serve as head of the Program of Work committee for the Chamber and be responsible for the Chambers annual membership drive. Additionally, the Chairman-Elect, shall be an ex- officio member of all Chamber committees. (C) VICE-CHAIRMEN; The duties of the Vice Chairman will be such as their titles by general usage would indicate, and such as required by law, as well as those assigned by the Chairman of the Board of Directors. They will also have under their immediate jurisdiction all committees pertaining to their general assigned duties. (D) TREASURER: The Treasurer will have charge and custody of all funds of the Corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws, or which may be assigned from time to time by the Board of Directors. The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Persons authorized to sign checks shall be the Chairman, the Chairman of the Board-Elect, the Treasurer, the President and the Vice-President and an additional senior staff person named by the President. Checks shall require two signatures, at least one of which is a volunteer, The Treasurer will serve as Chairman of the budget committee and will prepare with the assistance of the President an annual budget to be presented to the Chamber Board at its January meeting of the Board. The Treasurer will see that an annual audit of the Chamber is performed and will cause a monthly financial report to be prepared for each regular monthly meeting of the Board. The Treasurer shall prepare a monthly report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Corporation. The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any Director or member of the public during regular business hours for inspection and copying (Amended June 20th, 2012)
(E) SECRETARY: The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws. The Secretary shall attest to and keep the bylaws and other legal records of the commission, or copies thereof, at the principal office of the commission. The Secretary shall take or ensure that someone takes minutes of all meetings of the committees and commission, and shall keep copies of all minutes at the principal office of the commission. (Amended June 20th, 2012) (F) PRESIDENT: The President shall be the chief administrative and executive officer of the Chamber and shall be an ex-officio, nonvoting member of the Board of Directors, Executive Committee and all other committees of the Chamber. The President shall serve as the secretary to the Board of Directors and the Executive Committee and cause to be prepared notices, agendas and minutes to all Chamber meetings. The President shall serve as the advisor to the Chairman of the Board on program planning, shall assemble information and data and cause to be prepared special reports as directed by the program of the Chamber. With the assistance of the Divisional Vice-Chairmen, the President shall be responsible for administration of the program of work in accordance with the policies and regulations of the Board of Directors. The President shall be responsible for the hiring, discharging, directing and supervising all employees under the Chamber’s jurisdiction. With the cooperation of the program of Work and Budget Committees, the President shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors. The President shall be responsible for all expenditures with approved budget allocation. Additionally, the President will see that the records and books are preserved, be responsible for the maintenance, preservation and protection of all Chamber properties, keep all monies of the organization sited in its name and answer directly to the Chairman of the Board and/or the Board of Directors. (F) PRESIDENT EMPLOYMENT: The Board of Directors shall fix the salary and other considerations of employment for the President.
5.4 EXECUTIVE COMMITTEE: The Executive Committee of the Chamber shall be composed of the Chairman of the Board, the Chairman of the Board-Elect, the four (4) Vice Chairmen, a secretary and a treasurer, the Immediate Past Chairman of the Board and the President.. The Executive Committee shall meet between Board meetings to act for and on behalf of the Chamber Board as needed. All actions of the Executive Committee are accountable to the Board and a report of its action made at the next meeting of the Board. Additionally the Executive Committee will see that a review of the policies, finances, operations, staffing and structure of the Chamber is done on an annual basis for recommendations to the full Board. (Amended June 20th, 2012)
ARTICLE VI: COMMITTEES, COUNCILS, DIVISIONS & AFFILIATES
6.1 APPOINTMENT & AUTHORITY: The Chairman of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee leaders. The Chairman may appoint such ad hoc committees and their leaders as deemed necessary to carryout the program of the Chamber. Committee appointments shall be at the will and pleasure of the Chairman and shall serve concurrent with the term of the Chairman, unless, a different term is approved by the Board of Directors. It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.
6.2 LIMITATION OF AUTHORITY: No action by any member, committee, division, employee, director, or Officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors. Committees shall be discharged by the Chairman of the Board when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.
6.3 TESTIMONY: Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence, whom they designate as being familiar enough with the issue to give testimony to, or make presentations before, civic and governmental agencies.
6.4 DIVISIONS: The Board of Directors may create such advisory boards, divisions, bureaus, departments, councils or subsidiary corporations as it deems advisable to handle the work of the Chamber. The Board shall authorize and define the powers and duties of all advisory boards, divisions, bureaus, departments, councils, and subsidiary corporations. The Board shall annually review and approve all activities and proposed programs of such advisory boards, divisions, bureaus, departments, councils, or subsidiary corporations, including collection and disbursement of funds. No action or resolution of any kind shall be taken by advisory boards, divisions, bureaus, departments, councils or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved first by the Board of Directors.
6.5 AFFILIATE ORGANIZATIONS: The Chamber may have affiliate organizations under its jurisdiction provided a management contract between the Chamber and the affiliate organization is in place and such document provides the affiliated organization will not speak for the Chamber on any issue with out approval of the Chamber Board of Directors, the affiliate will agree to in no way financially obligate the Chamber for its actions and the affiliate will designate that its employees will be under the jurisdiction of the President of the Chamber and function under the personnel policies outlined by the Chamber Board of Directors for all employees.
ARTICLE VII: FINANCES
7.1 FUNDS: All money paid to the Chamber shall be placed in a general operating account, except for special use funds, which may have a separate account. Funds unused from the current year’s budget in the operating account will be placed in a reserve account.
7.2 DISBURSEMENTS: Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. All disbursements will be by check signed by the President and the Treasurer, or in the absence either or both, any two officers.
7.3 FISCAL YEAR: The fiscal year of the Chamber shall close December 31.
7.4 BUDGET: As soon as possible after the election of the new Board of Directors and Officers, the Executive Committee (or Budget Committee) shall adopt the budget for the coming year and submit it to the Board of Directors for approval. (Amended June 26th, 2019)
7.5 ANNUAL AUDIT: The accounts of the Chamber shall be audited every other year by a Certified Public Accountant. The audit shall at all times be available to members of the organization within the offices of the Chamber.
7.6 BONDING: The President of the Chamber and such officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber.
7.7 NOTES & CONTRACTS: All notes, contract, or other obligations for the payment of monies made and entered into on or on behalf of the Chamber, shall be first authorized by the Board of Directors and shall be signed with the corporation name of the Chamber by the Chairman of the Board, or a designated Vice-Chairman, and attested by the President. The Chamber need not have a corporate seal. No officer or other member, except herein otherwise provided, shall have authority to incur any indebtedness binding the Chamber or make contract of a financial nature binding the same, without the approval of the Board of Directors.
ARTICLE VIII: POLICY
8.1 DUTY & RESPONSIBILITY: It shall be the duty and responsibility of the Board of Directors to determine all matters of policy of the Chamber and no person shall have authority to make any representation as to the policy of the Chamber without first receiving approval of the Board.
8.2 REFERENDUM: On all matters involving the policy of the Chamber, the Board of Directors shall have the authority to submit a referendum to the members for their vote and the results thereof shall be advisory only and the Board shall not be bound thereby.
ARTICLE IX: DISSOLUTION
9.1 PROCEDURE: The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure or be distributed to the members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations as defined in IRS Section 501 (c) (3) and is to be selected by the Board of Directors.
ARTICLE X: AMENDMENTS
10.1 REVISIONS: These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a Majority of the members at any regular or special meeting, providing the notice of the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing, at least ten (10) days in advance of the meeting in which they are to be acted upon.
ARTICLE XI: EFFECTIVE DATE
- SUPERCEDES: These bylaws supercede and take the place of bylaws previously adopted by the Angelina County Chamber of Commerce with the exception that it does not affect any current member of the Board or Officer elected for a specific term. These bylaws shall become effective immediately upon their adoption and shall govern the Chamber henceforth until replaced, revised or amended.
- GOVERNING LAW: These Bylaws must be governed by and interpreted under the laws of the State of Texas.
- TITLES AND HEADINGS: All titles and headings of Bylaw articles, sections, and subsections are for convenience and reference only, and do not affect the interpretation of any Bylaw article, section or subsection.
- PARTIAL INVALIDITY: When reasonably possible, every Bylaw article, section, subsection, paragraph, sentence, clause or provision, must be interpreted in a manner by which the Bylaw is valid. The invalidation of any Bylaw provision which does not alter the fundamental rights, duties, and relationship between the Chamber and its members, does not invalidate the remaining Bylaw provisions.
- ENTIRE DOCUMENT: This document contains the entire Bylaws of the Angelina County Chamber of Commerce.
- WAIVER: The failure of the Chamber to assert any right or remedy in these Bylaws does not waive the right or remedy provided in the Bylaws.
- LACK OF NOTICE: To the extent allowed by these Bylaws, the failure of any member to receive notice of any meeting, action or vote does not affect or invalidate any action or vote taken by the members or the Board.
APPROVED AND ADOPTED,
By the Board of Directors of the ANGELINA COUNTY CHAMBER OF COMMERCE on the 26th day of June, 2019.