By-Laws of White Settlement Area Chamber of Commerce
Article I – Name and Objectives
Section 1 – Name
This organization shall be called the White Settlement Area Chamber of Commerce. Its headquarters shall be White Settlement, Texas.
Section 2 – Mission
The purpose of the White Settlement Area Chamber of Commerce shall be to advance and promote the well-being of Commerce, Industry, Agriculture, Civic Interests and Citizenship in White Settlement and its Trade Territory as outlined in the program of work of the organization annually.
Section 3 – Limitation of Methods
The White Settlement Area Chamber of Commerce shall be non-partisan and non-sectarian. It shall be incorporated as a non-profit organization under the laws of Texas. It shall have no debt above 200% of its financial income for the current fiscal year.
Article II – Membership and Dues
Section 1 – Eligibility
The White Settlement Area Chamber of Commerce shall make membership available to all persons or firms, of good reputation, which are interested in the business and civic welfare of White Settlement and territory.
Section 2 – Election
A. Applications for membership must be submitted in accordance with the notice provisions of these Bylaws to the Board of Directors (the “Board”) of the Chamber and members (“Member(s)”) approved by the Board will commence Membership upon the payment of the prescribed membership dues.
B. The Board, in its discretion, shall have the ability to prescribe separate membership levels.
Section 3 – Dues
Dues shall be set by the Board of Directors and paid on an annual basis.
Section 4 – Termination
Any member who shall fail to pay his dues shall automatically lose his membership after a period of three months has passed. Members may be suspended for any act detrimental to the Chamber by a majority vote of the Board of Directors present.
Section 5 – Resignation
A member may tender his resignation from the Chamber either in writing or orally to an officer of the Chamber. Reinstatement may be had, upon discretion of the Board of Directors, by payment of delinquent dues and one years dues in advance.
Article III – Meetings
Section 1 – General Meetings
General Meetings shall be held monthly on the second Tuesday of each month unless notification to the membership is provided in advance.
A. Election of Officers and Members of the Board of Directors
Membership shall vote on officers and members of the Board of Directors at the December General Meeting unless otherwise designated by the Board of Directors.
B. Installation of Officers and Members of the Board of Directors
Installation of officers and members of the Board of Directors shall take place at the December General Meeting following their election unless otherwise designated by the Board of Directors. The terms of the newly elected officers and members of the Board of Directors are to commence on January 1.
Section 2 – Annual Meeting
The annual meeting shall be held during the month of January unless otherwise designated by the board of Directors.
At the annual meeting:
1. The outgoing President will report on accomplishment for the preceding year.
2. The Treasurer shall report on the financial condition of chamber.
3. The members shall consider and act upon such other matters as may be raised consistent with notice requirements mandated by law and these bylaws.
All meetings of the Chamber of Commerce other than monthly or annual shall be at the call of the President.
Section 3 – Business and Committee Meetings
The Board of Directors and all committees shall determine suitable times and places of meeting for the transaction of business. Monthly meetings of the Board of Directors shall be held and committee heads shall make reports to the Board of Directors as required.
Article IV – Officers
Section 1 – Composition of Board
The White Settlement Area Chamber of Commerce shall have a President, First Vice-President, Second Vice-President, Secretary, Treasurer, Chamber Manager and a Board of Six (6) Directors.
Associate Directors – For greater representation, the President may appoint no more than six (6) associate directors annually. The Board of Directors shall determine the voting privileges of associate directors annually.
Quorum – A majority of these officers and directors shall constitute a quorum.
Section 2 – President
The President shall be elected by the members of the Chamber at a general meeting of the Chamber prior to the Annual Meeting and shall serve until his successor is elected. He shall perform all the duties usually incident to the office of President and shall cause to be set up such committees as are needed to execute the objectives of the organization.
Section 3 – Vice Presidents
The Vice-Presidents shall be elected by the members in the same manner and for the same period as the President and shall perform the duties usually incident to the office of Vice-President and other duties as deemed appropriate by the President, such as committee chair.
Section 4 – Secretary
The Secretary shall be elected by the members in the same manner and for the same period as the President and shall assure an accurate record of the proceedings of the Chamber at the meetings of the Board of Directors and the General meetings and shall have charge of correspondence of the Chamber as deemed appropriate by the President.
Section 5 – Treasurer
The Treasurer shall be elected by the members in the same manner and for the same period as the President and shall maintain an accurate record of all funds of the Chamber and shall present a monthly financial report to the Board of Directors. He shall be available at the Annual Meeting.
Section 6 – Chamber Manager
The Chamber Manager may be hired by the Board of Directors and shall not be a member of the duly elected Board of Directors if he receives compensation over and above his actual expenses. He shall serve as Chamber Manager until such time as his resignation may be accepted by the Board of Directors or until his services are terminated by the Board of Directors.
The Board of Directors may establish educational, administrative and experience requirements for the Chamber Manager. Such requirements must be in writing and on file with the Chamber Secretary prior to the Chamber Manager being selected.
Typical duties of the Chamber Manager shall include, but not limited to:
Prepare the annual program and budget, present it to the Board of Directors and be responsible for its administration after adoption.
Keep the Board of Directors advised of the financial condition and future needs of the Chamber and make such recommendations to the Chamber as may seem to him/her desirable.
Perform such other duties as may be prescribed by this Chamber or required of him/her by the Board of Directors not inconsistent with these By-laws or other provisions of State Law, and:
Develop, maintain and distribute information relative to the promotion and advancement of the principles of Chamber of Commerce.
The Chamber Manager, Treasurer and Staff may be under bond, the amount of which shall be set by the Board of Directors
Section 7 – Executive Board
The elected officers of the Chamber of Commerce shall constitute the Executive Board, shall be a part of the Board of Directors, and shall have power to transact emergency and such other business complying with and supporting the high standards of the Chamber of Commerce.
Section 8 – Board of Directors
The six (6) members of the Board of Directors shall be elected by a majority of votes cast by members in good standing not less than 10 days and not more than 40 days prior to the Annual Meeting, shall serve three (3) year terms with two (2) members to be elected each year.
A Nominating Committee composed of five (5) members in good standing shall be elected by a majority vote of members present at a general meeting and shall present nominees for officers and members of the Board of Directors (2) not less than 10 days and not more than 40 days prior to the Annual Meeting.
(Nothing in this section prohibits the Nominating Committee from determining a list of nominees to be voted on annually for Directors by conducting a poll, by mail, of the membership if it so desires.)
The Board of Directors shall determine the policies and activities of the Chamber of Commerce, shall direct the work of the Chamber Manager, enter into contracts on behalf of the Chamber, and shall order all disbursements of funds.
Vacancies on Board of Directors
The Board shall have the power to fill all vacancies on the Board, such appointments to be for the unexpired term of the Director(s) to be replaced.
In addition to the six-member Board of Directors, the immediate Past President is to serve one year as an additional member of the Board of Directors.
Article V – Parliamentary Rules
Section 1. In all meetings of the Chamber of Commerce, the Board of Directors, and committees, the proceedings shall be governed by parliamentary rules in common usage.
Article VI – Resolutions
Section 1. Resolutions are generally to be approved by the Board of Directors. In the event resolutions are to be voted on by the membership, they shall first clear through a committee specially appointed by the President with the approval of the Executive Board.
Article VII – Amendments
Section 1. These By-laws may be changed at an Annual Meeting by two-thirds vote of the members present, provided that members have been notified by mail of the proposed change or changes not less than seven (7) days prior to the Annual meeting. All amendments must clear through a committee appointed for that purpose by the President.
Section 2. In case of an emergency, these By-laws may be amended at a meeting called for that purpose provided that members have been notified by mail of the proposed change or changes not less that seven (7) days prior to the meeting at which the proposed change or changes is/are to be voted upon. Emergency amendments must also clear through a committee appointed for that purpose by the President. A vote of two-thirds of the members present shall be required to approve such an amendment.
Approved August 4, 1987
Amended January 13, 2009
Amended May 6, 2014