Approved July 31, 2013
Article I – General
Section 1.1 – Name:
This organization shall be incorporated as a Texas non-profit corporation 501 (c) (6) under the Texas Non-Profit Corporation Act and the Federal Internal Revenue Code, and shall be known as the “Buda Area Chamber of Commerce” (hereinafter called “the Chamber”). Its headquarters shall be located in the City of Buda, Hays County, Texas.
The mission of the Buda Area Chamber of Commerce is to unite, guide and support the Buda area businesses with the goal of increasing economic opportunities and fostering a healthy business climate. The Chamber is organized to engage in projects that have a positive economic impact and enhance the quality of life in the greater Buda area.
Section 1.3- Statement of Non-Discrimination:
The Chamber shall be non-profit, non-partisan, non-discriminatory and non-sectarian.
Section 1.4-Political Endorsement
The Chamber may take a position only on issues that affect the Chamber, its goals, or mission. Positions on political issues taken by the Chamber must be approved by two-thirds vote of the Board of Directors.
The Chamber shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for political office in any city, county, state, or nation
Section 2.1- Eligibility:
Any individual, business, association, nonprofit, corporation, partnership or estate having an interest in the stated purpose of the Chamber shall be eligible to apply for a membership. Membership shall not be denied on the grounds that an applicant holds an appointed or elected public office or is a city, county, state or school district representative.
Section 2.2- Approval:
Applicants for membership shall be submitted in writing to the Board of Directors. Memberships approved by the Board shall be effective upon the payment of the prescribed membership dues. Memberships shall run for one (1) year from date approved.
It is the intent of the Board of Directors to have membership terms correspond to dues on a calendar year basis, however the Board retains the option to work with members on a case by case basis.
Section 2.3 Classes of Members:
There shall be six (6) classes of membership:
- Individual – persons engaged in non-commercial activities.
- Business – persons, partnerships, corporations or other business organizations engaged in any business or profession.
- Non-Profit – organizations or associations which have been designated as a 501c (3) organization.
- Reciprocal – other local Chambers of Commerce as a courtesy in relationship with the Chamber. Reciprocal members shall not pay dues or have voting rights.
- Ex-Officio – persons who are elected officials and currently holding office or a city, county, state or school district representative and have been appointed to serve on the Board of Directors as stated in Section 4.2(e). Ex-Officio members are appointed, non-voting members of the Board of Directors. Dues are not levied on these members for this category of membership. Ex-Officio members may at their option, apply for membership in any other category of membership and shall pay dues and have the voting rights associated with such membership.
- Honorary – see section 4.5.
Section 2.4 – Dues:
Membership dues shall be at such a rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually in advance of the board approved date. All changes in membership dues or rates require at least 30-day notice to members of the Chamber before becoming effective.
It is the intent of the Board of Directors to have dues correspond to membership terms on a calendar year basis, however the Board retains the option to work with members on a case by case basis.
Section 2.5 – Termination:
- Any member may resign from the Chamber upon written notice to the Board of Directors. Members who resign from the Chamber forfeit their dues and will not receive a refund.
- Any member whose dues become thirty (30) days past due shall be notified immediately that the membership may be terminated. Any member shall automatically be terminated for non-payment of dues after thirty (30) days from such notice, unless otherwise extended for good cause by a simple majority vote of a quorum of the Board of Directors.
- Any member may be terminated by a simple majority vote of a quorum of the Board of Directors at a regularly scheduled meeting thereof, for cause. The member must be given notice of the Board’s intention to terminate ten (10) working days prior to the next regularly scheduled Board of Directors meeting. The member may request a hearing before the Board of Directors no later than ten (10) working days before the next regular Board meeting. If notice is given to the member less than ten (10) working days before the next regular Board meeting, the hearing will be held at the following regular Board meeting. Members who are terminated will not receive a refund unless otherwise determined by the Board. This paragraph does not apply to Reciprocal, Honorary or Ex-Officio members whose memberships exist at the pleasure of the Board of Directors.
Section 2.6- Reinstatement:
Upon written request by a former member, the Board of Directors may, by a simple majority vote, reinstate the former member to membership on such terms as the Board of Directors may deem appropriate, but in no event shall the Board have the power to require a member to pay more than the prescribed dues, including any past due sums, or to limit or increase the voting rights of any member, according to that member’s class of membership.
Section 2.7 – Voting:
Each membership of the Chamber in good standing is entitled to one vote in any election, referendum or membership meeting, except for Reciprocal and Ex-Officio members, who shall not have any voting powers.
Article III- Meetings
Section 3.1- Annual Meeting:
The annual meeting of the Chamber shall be held on a date as determined by the Board of Directors. Advance notice of the annual meeting shall be given to all members at least thirty (30) days, but no more than ninety (90) days prior to the annual meeting.
Section 3.2- Recurring General Membership Meetings:
The Board of Directors may set regular monthly, quarterly or semi-annual general membership meetings.
Section 3.3 – Additional Meetings:
- The Board Chairperson may also call general membership meetings at any time deemed appropriate or upon written petition from at least ten (10) percent of the membership or by 25 members in good standing. Notice, including the agenda, shall be given to the membership at least (7) days in advance of such additional meeting. At additional meetings, only matters stated in the notice may be acted upon.
- The Board of Directors shall meet monthly, at a place and time to be announced by the Board Chairperson.
- Committee meetings may be called at anytime by the Board Chairperson or by the Chair of such committee.
Section 3.4 – Quorums:
The Board of Directors and the general membership may not transact business unless a quorum is present.
- General Membership Meeting – the lesser of 25 members or 10% of membership.
Membership shall not include Reciprocal, Honorary or Ex-Officio members.
- Board of Directors – a simple majority of voting Directors shall constitute a quorum.
- Committee meetings – no minimum number of committee members is required for a quorum.
Section 3.5 – Voting:
The general membership may only transact business by a simple majority vote when a quorum is present. The Board of Directors may only transact business by a simple majority vote when a quorum is present.
Article IV – Board of Directors
Section 4.1 – General Powers:
The government and policy–making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property and be responsible for its finances. Directors must be members in good standing of the Chamber.
Section 4.2 – Composition:
- The Board of Directors shall be composed of not more than twelve (12) voting members and up to six (6) non-voting members including the Executive Director, Honorary members, and up Ex-officio members. At the inception of the Chamber, the voting Directors will be elected to the following terms:
Six (6) directors elected to a one (1) year term, and
Six (6) directors elected to a two (2) year term.
All appointments thereafter to fill regular vacancies on the Board will be for two (2) year terms.
- Directors may not serve on the Board of Directors for more than three (3) consecutive two (2) year terms. If a Director is elected as Chairperson of the Board at the end of his or her fifth (5) consecutive year of service, he or she will be allowed to serve the entire Chairperson term even if it concludes after the six (6) year director term limit.
- The twelve voting director seats shall be numbered for the purpose of staggering terms. Even number seats will be elected on even number years and odd numbered seats will be elected on odd number years.
- Voting Directors who serve the three (3) term maximum must wait at least twelve (12) months before being eligible again for nomination to the Board of Directors.
- The Board shall make appointments of Ex-Officio members-that is, persons who are members of the Board by virtue of an office or committee chairmanship held in society, or in the parent state, city, county, or national society or federation or some allied group. Ex-Officio members of the Board of Directors shall not have voting rights on the Board, and shall serve at the pleasure of the Board. An Ex-Officio member may resign at any time by submitting a written notice of the resignation to the Board. An Ex-Officio member serves at the pleasure of the Board and can be removed without cause by a majority vote of the Board at a regularly scheduled meeting.
Section 4.3 – Selection and Election of Officers:
- Nominating Committee
No later than the September Board of Directors meeting, the Chairperson of the Board shall appoint, subject to approval of the Board of Directors, an election committee consisting of five (5) members: three (3) Chamber members and two (2) members from the Board of Directors. All committee members must be in good standing with the Chamber. The committee shall appoint its Chair. Members of the Nomination Committee shall be publicized and may receive suggestions from the Chamber’s general membership for consideration. Reciprocal and Ex-Officio members may not serve on the Nomination Committee.
Not less than five (5) days prior to the October Board of Directors meeting, the Nomination Committee shall present to the Board a slate of six (6) total candidates to replace the six (6) Directors whose terms are expiring. Each candidate must be a member in good standing of the Chamber and must have agreed to accept the responsibility of a directorship.
If a candidate does not meet the eligibility criteria above, the Nomination Committee will be responsible for obtaining additional qualified candidate(s).
Upon approval by the Board of Directors, the Board Chairperson shall notify the membership in a timely manner of the persons nominated as candidates for Directors and the right of nomination by petition.
- Nomination by Petition
Additional names of candidates for directors may be nominated by petition bearing the genuine signatures of at least twenty – five (25) members in good standing or 10% of the membership in good standing, whichever is less. Signatures on this petition shall not include Reciprocal or Ex-Officio members. Such petition shall be filed with the Nomination Committee within ten (10) days after notice has been given of the right to nomination by petition. The determination of the Nomination Committee as to the sufficiency of the petition(s) shall be final.
If no petition is filed by the deadline, the nominations shall be closed and the nominated slate of directors shall be certified as elected by the Board at the regular November meeting.
If a petition presents additional candidates, the names of all the candidates shall be arranged on a ballot in alphabetical order. Ballots shall be distributed to the membership within five (5) days after the deadline for receiving the petitions. Distribution of ballots can include but is not limited to: email, social media, text messaging, or mailing. Members shall be instructed to vote for six (6) candidates only.
Ballots shall be completed in accordance with instructions on the ballot and returned to the Chamber within ten (10) days. The Board of Directors at its regular December meeting will declare the six (6) candidates with the most votes elected to Directorship for the following two (2) year term.
Section 4 .4- Seating of New Directors:
All newly elected Board Members shall be seated at the regular December meeting and shall be participating members of the Board as of January 1st. Retiring directors shall continue to serve until December 31st.
Section 4.5 Honorary Board Members:
The Board of Directors may honor one or more of its Board Members or former Board Members from time to time for long and faithful service by electing him or her as an Honorary Board Member. An Honorary Board Member may attend all meetings, participate in all discussions, but shall not make motions, vote nor hold an office on the Board of Directors. An Honorary Board Members must be a member in good standing and have previously served on the Board of Directors. Honorary Board Members will be appointed by the Board Chairperson and serve at the pleasure of the Board.
Section 4.6 – Vacancies/Termination:
An officer or member of the Board of Directors who is absent from three (3) consecutive regular meetings of the Board or absent from twenty-five percent (25%) of the regular meetings in a year shall be considered to have resigned. The Board of Directors may act to excuse such absences if the officer or director has been confined by illness or other absence. Any Board Member who is absent from fifty percent (50%) of the meetings in a year, regardless of excused absences, shall be considered to have resigned.
Any Board Member who violates the Chamber’s policies or procedures may be terminated by a two-thirds (2/3) majority vote of the Board of Directors at a regularly scheduled Board meeting.
Vacancies, other than regular vacancies of expired terms, on the Board shall be filled by a member in good standing who has agreed to accept the responsibility of a Directorship and is approved by a majority vote of a quorum of the Board of Directors. Any member so elected shall hold the office of the unexpired term of the Director, with the expiration of the partial term counting as one (1) of the three (3) consecutive terms allowed.
Section 4.7 – Management:
The Board of Directors may employ an Executive Director and other such staff as deemed appropriate by the Board. The Board of Directors shall fix the salary or wage of the Executive Director and other considerations of employment. Additionally, the Board of Directors will receive recommendations from the Executive Director regarding performance, duties and salaries of other Chamber office personnel.
Under no circumstances shall any employee, including the Executive Director, have a contract for employment. All employees of the Chamber serve at the pleasure of the Board and have an at-will employment status under the laws of the State of Texas.
Section 4.8 – Indemnification:
The Chamber may, by resolution of the Board of Directors, provide from indemnification by the Chamber of any and all current or former officers, directors and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceedings in which they or any of them are made parties, or by a party, by reason of having been officers, directors or employees of the Chamber, except in relation to matters as to which such individuals shall be adjudged in such action, suit or proceedings 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 of negligence or misconduct.
Article V – Officers
Section 5.1 – Determination of Officers:
The current Board Chairperson shall request all members of the Board to be present at the November Board of Directors meeting for the purpose of approving officers for the ensuing year. At this meeting the current Chairperson shall present the names of those nominated to serve as the new Chairperson, Chair-Elect, Secretary, and Treasurer as selected by the Nominating Committee. The Chairperson shall also ask for nominations from the members of the Board. If additional names are offered, a secret ballot by the Directors, with majority vote ruling will determine the new officers. All officers shall be voting members of the Board with the exemption of the Chamber Executive Director and the Ex-Officio members.
Section 5.2 – Duties of Officers:
- Chairperson: The Chairperson shall act as the volunteer executive head of the Chamber and shall preside at all meetings of the membership and the Board of Directors. The Chairperson represents the Chamber as an advocate and spokesperson of the Chamber and approves and signs all contracts. In addition, the Chairperson will be responsible for the formal evaluation of the Executive Director, evaluation of the effectiveness of the Board Members, and annual performance evaluation of the organization in achieving its mission. The Chairperson shall, with the Chamber Executive Director, sign all formal documents of the Chamber. Authorized legal counsel, prior to being executed, will review any issues that could incur liability of the members of the Chamber Board of Directors or of the Chamber. In the absence of the Executive Director the Chairperson will take over his or her duties.
- Chair-Elect (Vice Chair number one): The Chair-Elect shall exercise the powers and authority and perform the duties of the Chairperson in the absence or disability of the Chairperson. The Chair-Elect will be responsible for the program of work for their term as Chair-Elect.
In the event of a vacancy in the office of the Chairperson, the Chair-Elect shall automatically succeed to the office for the remainder of the unexpired term.
- Secretary (Vice Chair number two): The Secretary is the recording office of the assembly and the custodian of its records, except those specifically assigned to others. The Secretary will sign all certified copy of acts of the Board. In the event of a vacancy in the office of the Chair-Elect, the Secretary shall automatically succeed to the office for the remainder of the unexpired term.
- Treasurer (Vice Chair number three): The Treasurer shall review and monitor the budget on a monthly basis. The Treasurer shall be responsible for safeguarding of all funds received by the Chamber and review their proper disbursement. The Treasurer with the Executive Director shall prepare the annual budget, present a monthly financial report to the Board, and present an annual financial report to the membership. In the event of a vacancy in the office of the Secretary, the Treasurer shall automatically succeed to the office for the remainder of the unexpired term.
- Vice Chairs (Divisions/Committees): The Chairperson of the Board shall assign Vice-Chairs to the following standing committees:
- Special Events
Each will regularly confer with the Board Chairperson, Treasurer and/or Executive Director with reference to coordinating program(s), committee appointments and financial needs. The Chairperson of the Board may assign additional duties to each Vice Chair.
Each Vice Chair will make periodic reports to the Board as required by the Board Chairperson and will serve as the vehicle through which recommendations for proposed policy will be presented from committees to the Board for decision.
- Executive Director: The Executive Director shall be the chief administrative and executive officer and shall be charged with the general supervision and management of the office and business affairs of the organization. The Executive Director shall engage, discharge and exercise supervision over all paid members of the Chamber staff and make recommendations with the approved budget to the Board of Directors and all other Chamber committees.
Article VI-Committees and Divisions
Section 6.1 – Appointment and Authority:
The Board Chairperson shall with the advice and counsel of the Chair-Elect, Secretary, Treasurer and Executive Director, determine the need for ad hoc committees, subject to the approval of the Board of Directors.
Section 6.2 – Executive Committee:
The Executive Committee is composed of the Chairperson, Chair-Elect, Treasurer, Secretary, and up to two other Board Members appointed by the Chairperson. The Executive Committee shall have the general supervision of the affairs of the Board between its business meetings, fix the hour and place of the meetings, make recommendations to the Board, and perform other such duties as are specified. The Executive Committee will:
- Work with the Executive Director to execute all Chamber programs.
- Provide counsel and support to Chamber staff as necessary for Chamber operations.
- Determine disciplinary action for the Executive Director if needed, which will be enforced by the Chairperson.
Section 6.3 Budget and Finance Committee:
The Budget and Finance Committee shall be composed of the Treasurer, Executive Director and up to four other members appointed by the Chairperson of the Board. The Treasurer will serve as the Chair of the Budget and Finance Committee. The Budget and Finance Committee shall advise the Board of Directors with respect to the financial conditions and financial policies of the organizations. The Committee shall suggest ways and means of conserving and increasing the membership and revenues of the Chamber as appropriate.
It shall be the duty of this committee to prepare a budget for the next fiscal year, and submit it for review at the Board of Directors regular November meeting and submit a final copy to be voted on at the December Board meeting. As passed by the Board, this budget shall serve as the appropriation measure of the Chamber. If no budget is approved by January 1st, the previous year’s budget will carry over until a new budget is approved. No committee may exceed its appropriations without prior consent of the Board. The Budget and Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote.
Section 6.4 Luncheon Committee:
A Luncheon Committee of up to ten members shall be appointed by the Chairperson of the Board. It shall be the duty of this committee to prepare the monthly luncheon, ensure new members are introduced to current members, solicit feedback from the membership, secure guest speakers, and sponsorships. In addition, this committee will aid in the development and execution of the annual members only meeting.
Section 6.5 Ambassador Committee:
This committee will have an Advisor, Chair and Vice-Chair. The Advisor shall be a member of the Board of Directors and will be appointed by the Chairperson of the Board. The Advisor shall act as a liaison between the Board of Directors and the Ambassador Committee. The Chair of this committee is appointed by the Chairperson of the Board and must be a chamber member in good standing and a current member of the Ambassador Committee. The Vice-Chair shall be appointed by the Committee Chair and approved by the Chairperson of the Board. This committee is responsible for a variety of outreach tasks including; attending ribbon cuttings, new member recruitment, representing the Chamber at community events, and any other tasks as assigned by the Chairperson of the Board. No more than two members from the same business may serve on this committee at the same time without the approval of the Board.
Section 6.6 – Limitations on Authority:
No Director or committee shall take or make public any formal action, or make public any resolution, or in any way commit the Chamber on a question of policy without first receiving approval of the Board of Directors. The Board Chairperson shall discharge committees 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.
No committee of the Chamber nor any staff representative thereof shall contract or otherwise commit the Chamber or its membership to any debt in its behalf, which shall in any manner of in any extent render the Chamber liable for the payment of any sum without expressed approval of the Board of Directors.
Section 6.7 – Division:
The Board of Directors may create such divisions, bureaus, committees, task forces, departments and councils it deems available to handle the work of the Chamber.
The Board shall authorize and define the powers and duties of all divisions, bureaus, committees, task forces, departments and councils.
A division, bureau, committee, task force, department or council of the organization may adopt such policies and procedures as it may consider necessary for its conduct, but no policies and procedures shall be adopted by any division, bureau, committee, task force, department or council which shall in any way conflict with the purposes and objects of the Chamber as set forth in the charter or bylaws.
The Board of Directors at a regularly scheduled meeting may dissolve any divisions, bureaus, committees, task force, departments and councils of the Chamber.
All divisions, bureaus, committees, task force, departments and councils of the Chamber shall submit reports of their action and condition of the directors of the Chamber upon request and are subject to annual review by the Board.
Article VII –Finances
Section 7.1 – Funds:
All money paid to the Chamber shall be places into a general operating fund. All Chamber monies will be deposited in an account designated by the Board of Directors, in compliance with the federal regulations governing the Chambers 501(c) (6) designation.
Section 7.2 – Disbursements:
No obligation or expense shall be incurred and no money shall be appropriated without prior approval of the Board of Directors. Upon approval of the budget by the Board, the Chairperson is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval from the Board.
Section 7.3-Fiscal Year:
The fiscal year of the Chamber shall start on January 1st and end December 31st.
Section 7.4 – Audits:
A comprehensive audit shall be completed every four (4) years by an independent, third party accounting firm. Completed audits shall at all times be available to members of the Chamber.
Section 7.5 – Bonding:
All employees of the Chamber and all officers of the Board with access to funds shall be covered by an adequate bond, which will be paid by the Chamber. Determination of necessary members requiring bonding will be made as frequently as required.
Article VIII – Parliamentary Procedures
Section 8.1- Authority:
The current edition of Robert’s Rules of Order shall be the final source of authority in all questions of parliamentary procedures that are not identified by these bylaws.
Section 8.2 – Seal:
The Chamber may use a seal or logo of such design as may be adopted by the Board of Directors.
Article IX – Amendments
Section 9.1-Amendments to Bylaws:
These bylaws may be altered or amended, in whole or in part, or repealed and new bylaws may be adopted by two-thirds of all Directors at any regular meeting or at any special meeting, if at least five (5) days written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at that meeting, and that notice contains a statement of the nature of the proposed amendment(s).
Article X – Dissolution
Section 10.1 – Dissolution:
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall be distributed to the members of the Chamber unless members are also employees of the Chamber. This shall not be construed to mean this Chamber cannot do business with its members. 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) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter by amended, to be selected by the Board of Directors.
Article XI – Grant of Authority
After local, state and national issues have been studied by the Texas Chamber of Commerce or the U.S. Chamber of Commerce and either have recommended a course of action and there is insufficient time to convene the Executive Committee and/or the Board of Directors, the Chairperson of the Board, with the advice of the other Chamber Officers and other Chamber Members with whom he/she chooses to consult, is authorized to act on behalf of the Chamber in support of the positions of the State and United States Chambers of Commerce. In the absence or unavailability of the Chairperson, the Chair-Elect, or if the Chairperson and Chair-Elect are not available, then any or all Vice Chairmen are authorized to substitute for him/her. Any action taken under this Article will be reported to the Executive Committee and the Board of Directors at their first meeting following the action taken.
These bylaws were presented at the July 31st, 2013 Annual Membership meeting. In accordance with Section 3.4 of the bylaws a quorum was present of the general membership and Board of Directors. A motion was made by Board of Director Lisa Sauceda and seconded by Board of Director Dwight Stewart to approve the bylaws and any comments made in the presentation. The bylaws were unanimously approved by the membership on July 31st, 2013.