The Hopkins County Chamber of Commerce
By-Laws
ARTICLE I
General
Section 1 Name
The Hopkins County Chamber of Commerce, Inc. is a non-profit corporation, incorporated under the State Laws of Texas and applicable Federal Status and shall be known as the Hopkins County Chamber of Commerce. (Chamber)
Section 2 Purpose
The object and purpose of the Hopkins County Chamber of Commerce shall be to develop, protect, encourage and promote the commercial interest and activities beneficial to its membership following always those policies intended to accomplish the greatest good for the greatest number of Chamber members.
ARTICLE II
Membership
Section 1 Eligibility
Any individual, business firm, association, corporation, partnership or estate having an interest in the objectives of the Hopkins County Chamber of Commerce shall be eligible to apply for membership.
Section 2 Application
Application for membership shall be in writing on the forms specified and signed by applicant. Applications will be submitted to the Board of Directors for final approval, only after payment of the prescribed membership investments as provided in Section 3 of ARTICLE II. Application for membership may be submitted at any time during the year.
Section 3 Investments
Membership investments shall be at such rate or rates, schedules or formulas as may be from time to time prescribed by the Board of Directors.
Section 4 Termination of Membership
- Any member may resign from the Chamber upon written request to the Board of Directors.
- Any member may be expelled by the Board of Directors by two-thirds vote for non-payment of dues after one-hundred-twenty (120) days from the date unless otherwise extended for good cause.
- Any member may be expelled by 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 notice and opportunity for a hearing are afforded the member so charged.
Section 6 Voting of Membership
Every general member of the Chamber in good standing shall be entitled to one vote. No voting by proxy shall be permitted. All ballots will be addressed to the business address of the member in any election where mail or email ballots are used.
ARTICLE III
Meetings
Section 1 Annual Meeting
There shall be at least one Annual Meeting of the General Membership at the discretion of the Board of Directors. The annual meeting may or may not be held in conjunction with the Annual Banquet or other event. All members in good standing will be given due notice of the date, time and place of the annual meeting by mail or email, not less than ten (10) days prior to the meeting.
Section 2 Board Meetings
The Board of Directors shall meet regularly once a month at a date, time and place to be determined at the first meeting of each new year. Due notice shall be given to all members of the Board prior to each meeting.
Section 3 Additional Meetings
- A. General Membership Meetings of the Chamber may be called by the Chairman of the Board at any time or upon petition in writing of any 10% of members in good standing. Notice of special meetings shall be mailed or emailed to each member at least ten (10) days prior to such meetings.
- Board meetings may be called by the Chairman of the Board or by the Board of Directors upon written application of six (6) members of the Board. Due notice including the purpose of the meeting shall be given to each Director prior to said meeting.
- C. Committee meetings (as authorized in Article IV) may be called at any time by the Chairman of the Board or by the Committee Chairman.
Section 4 Quorums
At any duly called General Membership Meeting of the Chamber, those present after due notice is given, shall constitute a quorum.
ARTICLE IV
Board of Directors
Section 1 Governments
The corporate powers and policymaking responsibilities of the Hopkins County Chamber of Commerce shall be vested in the Board of Directors (Board), which shall direct and control its property, finances and affairs.
Section 2 Executive Committee
The Board of Directors shall have the power to create an Executive Committee and to delegate such functions, power and authority to the Committee as the Board may determine.
Section 3 Composition of the Board
The Board of Directors shall be composed of 18 Directors. Six (6) of whom shall be elected annually to serve for three (3) years. Only one (1) representative of any member firm may serve on the Board of Directors in any given year.
- A. The immediate Past Chairman of the Board (for a term of one (1) year and the President/CEO, as long as his employment continues) shall be an ex-officio member of the Board of Directors. Any general member of the Chamber in good standing is eligible to hold the office of Director.
- B. In the event the Chairman of the Board-Elect at the time of his election as such, has only one (1) year to remain in office as a member of the Board of Directors, his term of office shall automatically extend for an additional year.
Section 4 Selection and Election of Directors
- Nominating Committee—In July of each year, the Chamber staff shall notify by mail or email each General Member of the right to nominate members to the Board. At the regular August Board meeting, the Executive Committee will present to the Board of Directors the nominees for the Board members whose terms are expiring. The nominees can be from those nominated by the General Membership, or nominees from the Board. The Board will consider the nominees but not vote until the next regular meeting. In September, the Board of Directors will vote on the new Board members. Each candidate must be a member in good standing and must have agreed to accept the responsibility of directorship. No Board member who has served for a full term of three (3) years shall be eligible for immediate re-election to the Board. A period of one (1) year must elapse before eligibility is restored. In the event of a Director not fulfilling his/her full three (3) year term, the Chairman of the Board will present the Board with candidates to fill the vacated Director position. This appointed person will have the option of serving the partial year, plus three (3) more years, or may choose to use the partial year and count it as a full year, and then only serve two (2) more years.
Section 5 Seating of New Directors
All newly elected Board members shall be seated at the regular December Board meeting and shall be participating members thereafter. Retiring Directors shall continue to serve until the start of the December Board meeting.
Section 6 Board Vacancies
A member of the Board of Directors who is absent from three (3) consecutive Board meetings of the Board of Directors in any calendar year may be dropped from the Board by two-thirds vote of the Board.
Section 7 Policy
The Board is responsible for establishing procedure and formulating policy of the organization. They are also responsible for adopting all policies and regulations as may be required to conduct the affairs of the organization, as long as they do not conflict with these By-Laws. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as necessary.
Section 8 Management
The Board of Directors shall employ a President/CEO and shall fix the salary and other consideration of employment.
Section 9 Indemnification
The Chamber may, by resolution of the Board of Directors provide for indemnification by the Chamber of Commerce any and all of its Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been Directors of the Chamber, except in relation to matters as to which such Director shall be judged 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, predicted on the existence of such liability for negligence or misconduct.
ARTICLE V
Officers and Executive Committee
Section 1 Election of Officers
The Board of Directors at the regular December meeting shall reorganize for the coming year. At this meeting, the Board shall approve the appointees of the incoming Chairman of the Board, which include: Chairman of the Board, Chairman of the Board-Elect, a Treasurer, and as many Vice-Presidents as it is deemed necessary to conduct the activities of the new Board. All officers shall serve for terms of one (1) year or until their successors assume the duties of office, and they shall be voting members of the Board of Directors.
Section 2 Duties of Officers
- Chairman of the Board—The Chairman of the Board shall serve as the Chief elected officer of the Chamber of commerce and shall preside at all meetings of the General Membership, Board of Directors and Executive Committee.
- 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 of the Board.
- Vice President(s)—The duties of the Vice President(s) shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by Chairman of the Board and Board of Directors. They will also have under their immediate jurisdiction, all committees pertaining to their general duties.
- Treasurer—The Treasurer is responsible for reviewing and presenting the monthly financial report to the Boad of Directors for approval at the monthly Board meetings. With the cooperation of the President/CEO and Budget Committee, the Treasurer is responsible for assisting in the preparation of an operating budget covering all the activities of the Chamber subject to approval of the Board of Directors.
- President/CEO—The President/CEO shall be hired for a term not to exceed one year, shall serve at the will of the Board of Directors, and employment may be terminated by the Board of Directors at any time on sixty (60) days written notice.
The President/CEO shall be the chief administrative and executive officer. The President/CEO shall serve as secretary of the Board of Directors, and cause to be prepared notices, agendas, and minutes of Board meetings.
The President/CEO shall serve as advisor to the Chairman of the Board on planning and shall assemble information and date and cause to be prepared special reports as directed by the program of the Chamber.
The President/CEO shall be a non-voting member of the Board of Directors, and the Executive Committee and all committees.
The President/CEO shall be responsible for administration of the program of work in accordance with the policies and procedures of the Board of Directors.
The President/CEO shall be responsible for hiring, discharging, directing and supervising all employees. The President/CEO shall conduct annual performance reviews on all employees.
With the cooperation of the Treasurer and Budget Committee, the President/CEO shall be responsible for the preparation of an operating budget covering all the activities of the Chamber subject to approval of the Board of Directors. The President/CEO shall also be responsible for all expenditures within the approved budget allocation.
Section 3 Executive Committee
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board for its actions. It shall be composed of the Chairman of the Board, Chairman-Elect, Vice Presidents, Treasurer, and the President/CEO. The Chairman of the Board will serve as head of the Executive Committee.
The Executive Committee shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept or deposited in financial institutions or invested in a manner approved by the Board of Directors.
The Executive Committee will conduct an annual Performance Review of the President/CEO.
ARTICLE VI
Committees & Divisions
Section 1 Appointments & 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 of the Board may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber.
Committee appointments shall be at the will and pleasure of the Chairman of the Board and shall serve concurrent with the term of the appointing Chairman of the Board, unless a different term is approved by the Board of Directors.
It shall be the function of 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.
Section 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 has 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 committees.
Section 3 Testimony
No member my represent the Chamber in any capacity unless specifically granted by these bylaws or after direct authorization of the Board of Directors.
Section 4 Divisions
The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations as it deems advisable to handle the work at the Chamber.
The Board shall authorize and define the posers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations, including collection and disbursement of funds.
No action or resolution of any kind shall be taken by divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.
ARTICLE VII
Finances
Section 1 Funds
All money paid to the Chamber shall be placed in the general operating fund. No committee or sub-committee of the Chamber shall maintain or withhold any monies collected by the Chamber.
Section 2 Disbursements
Upon approval of the budget, the President/CEO is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement are to be made by checks and checks are to be signed by the President/CEO and/or any of the Executive Committee members. Amounts up to $200 may have one signature. Amounts over $200 shall have two signatures.
Section 3 Fiscal year
The fiscal year shall close December 31.
Section 4 Budget
The Treasurer and President/CEO shall adopt the budget for the upcoming year and submit it to the Board of Directors for approval at the regular November Board meeting.
Section 5 Annual Financial Reviews
The accounts of the Chamber of Commerce shall be reviewed annually as of the close of business on December 31 by a qualified party. The annual review shall at all times be available to members of the organization within the offices of the Chamber. During the first quarter of the year, the President/CEO or Treasurer shall present the annual review to the Board of Directors.
Section 6 Bonding
The President/CEO and such other 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 of Directors and paid for by the Chamber.
ARTICLE VIII
Amendments
These By-Laws may be amended at any General Membership meeting by a two-thirds (2/3) vote of the General Members present; and provided that such proposed amendments shall be plainly stated in writing, and sent to the General Members by mail or email, at least ten (10) days prior to the meeting at which they are to be acted upon.
ARTICLE IX
Referenda
Upon the request in writing of five (5%) percent of the General Members or upon its own initiative, the Board of Directors may submit a question to all the members for a mail or email referendum vote. The ballot for such vote shall be accompanied by briefs stating both sides of the question. Action taken by the General Membership shall be final to be determined by a simple majority of those voting.
ARTICLE X
Non-Political
It shall take no part in political campaigns for or against any political party or any candidate of any party.
ARTICLE XI
Dissolution
Section 1 Procedure
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these by-laws, 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 to be selected by the Board of Directors as defined in IRS Section 501 (c) (3).
ARTICLE XII
Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter or By-Laws of the Chamber.