By-laws
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
- 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.
- 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 – Voting
In any proceeding in which voting by members is called for, each member (Entity i.e.; Firm, Cooperation, Association or Family/Estate-Holding) in good standing shall be entitled to cast one (1) vote, regardless of the size of the members group or the amount of its annual investment.
Section 5 – Exercise of Privileges
Any Entity i.e.; Firm, Corporation, Association, Partnership, or Family/Estate-holding membership may nominate the individual whom the holder desires to exercise the privileges of membership covered by its investments, and shall have the right to change its individual nomination upon written notice.
Section 6 – 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. Refunds of membership dues will be prorated.
Section 7 – 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 the discretion of the Board of Directors, by payment of delinquent dues and one year’s dues in advance. No refund of membership dues will be made upon such resignation.
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:
- The outgoing President will report on accomplishments for the preceding year.
- The Treasurer shall report on the financial condition of the chamber.
- 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.
Section 4 – Notices, Agenda, Minutes
Written notice sent by any usual means of communication (including electronic) of all chamber meetings must be given at least one (1) day in advance unless otherwise stated. An advance agenda and minutes must be prepared for general membership, Board of Directors, and Executive Committee meetings. The General membership will receive notice of the general membership meetings and the Board of Directors will receive notification of Board and Executive Committee meetings.
Section 5 – Quorum
At any duly called general or special meeting of the Chamber, five (5) percent of members in good standing shall constitute a quorum. A majority of Officers and Directors present shall constitute a quorum of the Board of Directors.
Article IV
Officers
Section 1 – Composition of Board
The White Settlement Area Chamber of Commerce shall have four (4) Officers: a President, Vice-President, Secretary, Treasurer, and a Board of five to seven (5-7) Directors.
Quorum – A majority of these officers and directors shall constitute a quorum, see article III section 5.
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 the President’s successor is elected. The President 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 the 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 the Chamber Manager receives compensation over and above the actual expenses. He/She shall serve as Chamber Manager until such time as his/her resignation may be accepted by the Board of Directors or until his/her 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 the Chamber of Commerce.
- Maintain custody of the corporate records and of the seal of the Chamber
- Keep a register of the mailing address of each Director and Officer of the Chamber
The Chamber Manager, Treasurer, and Staff may be under bond, the amount of which shall be set by the Board of Directors. The Chamber Manager plan, organize and oversee a range of services and events for the member. Maintain a website that features local business news and a membership directory that is available to the public and potential new customers and clients. Will oversee the annual award programs that showcase businesses and business leaders.
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 five to seven (5-7) 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.
Section 9 –Nominating Committee
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.)
Section 10 –General Powers
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.
Section 11 –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 five to seven members (5-7) Board of Directors, the immediate Past President has the option to serve one year as an additional member of the Board of Directors.
Any Director who is absent for 3 consecutive regular meetings of the Board of Director will automatically be dropped from membership on the Board unless otherwise decreed by a majority vote of those voting at any meeting thereof or unless confined by illness or other absence approved by the majority of those voting at any meeting thereof. A board member may resign at any point in their 3 year-year term by supplying a letter of resignation at any time.
Vacancies on the Board of Directors shall be filled from the slate of alternates to complete the unexpired term, by a majority vote of the Board of Directors. Vacancies among the offices shall be filled by a majority vote of the Board of Directors.
Section 12 –Removal of Directors
Any, one or more of the Directors may be removed with cause at any time by two-thirds (2/3) vote of the Board members that constitute a quorum at any special meeting called for that purpose.
Article V
Finances
Section 1 – Funds
All money paid to the chamber shall be placed in a general operating fund.
Section 2 – Disbursements
Upon the arrival of the budget, the Chamber President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be by check. Disbursement shall be in accordance with the bylaws and adopted financial policies.
Section 3 – Budget Crisis
If the forecasted income is not meeting the budget requirements.
Unplanned expenses exceeding budget limits.
Section 4 – Fiscal Year
The Fiscal Year of the Chamber shall be January 1 to December 31 of each year.
Section 5 – Budget
The operating budget covering all activities of the Chamber shall be prepared by the Budget Committee and submitted for approval by the Board of Directors.
Section 6 – Bank Accounts
The Executive Committee Members (The President, Vice-President, Secretary, and Treasurer) shall be authorized signers on the White Settlement Area Chamber of Commerce’s various bank accounts, requiring two (2) signatures for check writing with any combination of the Executive Committee Members.
Section 7 – Annual Audit
The accounts of the Chamber shall be audited annually as of the close of business of the (date ending fiscal year) by a public accountant. The audit shall at all times be available to members of the Chamber within the Chamber office.
Article VI
Parliamentary Rules
Section 1
In all meetings of the Chamber of Commerce, the Board of Directors, and committees, the proceedings shall be governed the current edition of Robert’s Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the Charter or bylaws of the Chamber.
Article VII
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 VIII
Amendments
Section 1
These By-laws may be changed at an Annual Meeting by a two-thirds vote of the members present, provided that members have been notified electronically 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 electronically of the proposed change or changes not less than 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
Amended January 12, 2021