By-Laws

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Crosby-Huffman Chamber of Commerce 

BY-LAWS

Revised October 2011

Revised January 2007

Adopted October 1996

 

ARTICLE I – NAME

SECTION 1 The name of this organization shall be the Crosby-Huffman Chamber of Commerce, hereinafter referred to as the “Chamber.”

 

ARTICLE II – PURPOSE

SECTION 1 The purpose of the this organization shall be the advancement of civic, commercial, industrial and agricultural interests as well as the promotion of the general welfare and prosperity of the community.

SECTION 2 This organization, in its activities, shall be nonpartisan and nonsectarian.  It shall not, by resolution or otherwise, be committed to the support or endorsement of any candidate for public office.

SECTION 3 This organization operates as non-profit, and no part of its net income shall inure to the benefit of any member, trustee or other individual.

 

ARTICLE III – MEMBERSHIP

SECTION 1 Any person, association, corporation, partnership, or estate may apply for membership in the Crosby-Huffman Chamber of Commerce.  Applications for membership shall be made in writing to the administrative assistant. The applicants will be in agreement to the statement of purpose of the Chamber of Commerce.

SECTION 2 Membership applications are to be reviewed and approved by the Board of Directors by a majority vote.

SECTION 3 Members of the Chamber shall be classified as active members and honorary members.  All active members shall have voting rights, and shall be eligible to hold office.

An active member is any person, firm, association, corporation, partnership or estate approved for membership by the Board of Directors.

B. An honorary member shall be exempt from the payment of dues.  Conferment of honorary membership shall require a vote of the Board of Directors.  An honorary membership may be revoked in the same manner as conferment at any time.  An honorary member is a non-voting member.

SECTION 4 Membership dues shall be set by the Board of Directors.

SECTION 5 Any person, firm, association, or corporation eligible for membership may acquire more than one membership by paying the annual dues of each such membership subject to the approval of the Board of Directors.

A maximum of five (5) members of the collective membership may be voting members.

Voting members and alternatives shall be so designated to the Chamber Office.

Any person, firm, association, or corporation, approved for collective membership shall have the right at any time to change any of its representatives with written notice, seven days in advance to the Chamber Office.

SECTION 6 Any member may resign from the Chamber with a written letter to the Board of Directors.

Any member shall be automatically expelled by the Board of Directors for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause.

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 notice and opportunity for a hearing are afforded the member complained against.

 

ARTICLE IV – MEETINGS

SECTION 1.  The annual meeting shall be held during October of each 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 before said meeting. Any agenda items from the membership must be submitted to the board by October 1st.

SECTION 2 The Board of Directors may call special meetings whenever it is necessary.  Members shall be notified at least forty-eight (48) hours in advance.

SECTION 3 Upon request, the Board of Directors shall call a special membership meeting when a petition is signed by not less than ten (10) percent of the members.  Members shall be notified at least forty-eight (48) hours in advance.

SECTION 4 At all meetings, ten (10) percent of the active membership shall constitute a quorum.

 

ARTICLE V – THE BOARD OF DIRECTORS

SECTION 1 The government of the Chamber, the direction of the work and the control of its property shall be vested in a Board of Directors consisting of eighteen (18) elected members and two (2) non-elected, non-transferable  voting positions to be filled by the Crosby Independent School District superintendent, and the Huffman Independent School District superintendent.  Directors shall be elected to three year terms with at least one-third (1/3) elected annually.

SECTION 2 If the Chairman of the Board vacates, the First Vice-Chairman will move to that position.  The Board will select another Chamber member to fill any other positions vacated.

SECTION 3 The Directors shall adopt policy for conducting the normal business of the Chamber.

SECTION 4 The Board of Directors shall meet at least once a month at a regular time and place as determined by them.

SECTION 5 Absence from three (3) consecutive meetings, without any notification to the chamber administrative assistant or the Chairman of the Board shall be construed as a resignation of the Board member.

SECTION 6 The Board of Directors shall submit a full report of finances at the annual November meeting of the membership.

SECTION 7 A total of seven (7) members of the Board of Directors must be in attendance to establish and conduct a board meeting. Once a quorum is established, a board meeting will be in session and valid regardless of the number of directors in attendance.

SECTION 8 At the first meeting each year, the Board of Directors shall establish a focus and/or goals for that year.  The focus and/or goals shall be the priority project, which the Board of Directors undertakes to accomplish the purpose of the Chamber as defined in Article II Section 1.

SECTION 9 The eighteen (18) elected Board members and two (2) non elected Board members shall compose the Board of Directors.  They shall be responsible for the normal business of the Chamber.  Matters which the Board of Directors deem to require the action of the entire Chamber shall be presented at the next monthly meeting with complete definition to the membership.  The Board of Directors shall authorize and define the duties of all committees.

Matters which the Board of Directors deem to require the action of the entire Chamber, including all resolutions, shall be presented at a monthly meeting

SECTION 10 The Board of Directors shall have general charge of the finances and property of the Chamber, and shall have authority to order disbursement for necessary expenses.  The Board of Directors may grant to any committee a reasonable amount of money for special work, provided such amount shall not exceed the budget allowance for such work as previously approved by the Board.  At the beginning of the fiscal year, the Board of Directors shall prepare and submit to the general membership a budget of the general expenses of the Chamber for that year.

 

ARTICLE VI – ELECTIONS OF DIRECTORS

SECTION 1 The Board of Directors shall be elected at the annual October membership meeting, and will assume responsibility at the first meeting of the New Year. Outgoing directors will maintain responsibilities until that meeting.

SECTION 2 A nominating committee of five (5) members shall be appointed by the Chairman of the Board, with board approval, forty-five (45) days prior to the election.  The chairperson of the nominating committee shall be a member of the Board of Directors.  The nominating committee shall consist of members from the following two (2) categories:

Two directors from the current Board of Directors

whose term is not up for reelection.

B.  Three (3) active members at large appointed by the Chairman of the Board of the Chamber.

SECTION 3 The nominating committee shall serve as needed for the next 12 months.  The Chairman of the Board or his assign shall fill vacancies on the nominating committee by appointment of active members as needed.

SECTION 4 It shall be the duty of the nominating committee to nominate a slate of members for the Board of Directors.

SECTION 5 The nominating committee shall file a list of the nominees with the Chamber secretary or administrative assistant no later than thirty (30) days before the election.

SECTION 6 Nominations other than the ones submitted by the nominating committee may be made in the following manner:

In writing to the Chamber secretary or administrative assistant and shall be included on the preprinted ballot if received by the secretary no less than twenty-four (24) hours prior to the election.

Nominations may be made by any member from the floor at the time of the election and shall be allowed as write-in nominees.

There shall be no limit imposed on the total number of nominees.  Nominations shall be considered valid after acceptance of the nomination by the nominee.  Such acceptance can be in writing, verbal or by designated proxy.

SECTION 7 The Chamber secretary shall cause to make available upon request to all members of the Chamber, at least ten (10) days prior to the election, a list of the nominees recommended by the nominating committee and any other nominees filed at the time of printing of the list.

The Chamber secretary shall cause to be provided at the election meeting a list of all nominees.

SECTION 8 Voting shall be based on the total number of vacant positions and each member shall be allowed to vote for as many nominees as there are positions available.  A ballot that has more votes than total positions available shall be considered invalid.

Nominees shall be elected to positions based on total votes received (from greatest to smallest total votes.)  The nominee with the most votes shall be elected to the first available position, second place to the second position and so on until all available positions are filled.

SECTION 9 The Chairman of the Board shall appoint and submit to the Board of Directors for approval an Election Committee of three (3) members who are not members of the Board of Directors, or candidates as such, and who are not members of the Nominating Committee to supervise the election.  The Election Committee will serve from the beginning to the end of the election.

SECTION 10 If an officer of the Board of Directors leaves during his/her term, the Board of Directors shall fill that position vacated with the individual who received the next largest number of votes at the October general election. A representative of the nominating committee shall report to the board of directors at the November board meeting the election results [names] in order of votes received to be documented in the November minutes.

SECTION 11 No person may hold the following longer than two (2) consecutive terms:

*Chairman of the Board

*First Vice-Chairman

*Second Vice-Chairman

*Parliamentarian

There will be no restrictions as to the number of terms a person may be a director.

 

ARTICLE VII – OFFICERS

SECTION 1 The officers of the Chamber shall be nominated among the Board of Directors at their first meeting following the October election. The Board of Directors shall nominate officers by the first Wednesday of November and submit them to the current secretary of the Board. The Secretary shall then present to the board at the November meeting the nominations received. The election of executive officers will be held by sealed ballot at the December meeting.  Ballots will be turned in, tallied, and announced by the secretary.  The newly elected executive board will assume responsibility at the first meeting of the New Year [January] until the final meeting in December of the same year. Officers shall serve on the Executive Committee and serve one-year terms for the following:

*Chairman of the Board

*First Vice-Chairman

*Second Vice-Chairman

*Secretary

*Treasurer

*Parliamentarian

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, First Vice-Chairman, Second Vice-Chairman, Secretary, Treasurer and Parliamentarian. The Chairman of the Board will serve as Chairman of the Executive Committee.

SECTION 2 The Chairman of the Board shall preside at all meetings of the Chamber and Board of Directors and appoint all committee chairpersons.

SECTION 3 The First Vice-Chairman shall act in the absence of the Chairman of the Board; and in the absence or disability of the two (2), the Second Vice-Chairman shall act.

SECTION 4 The Chairman of the Board may, appoint directors to serve as liaison between committee chairs and the Board.

SECTION 5 The Treasurer shall receive and disburse the funds of the Chamber.  The Treasurer shall keep books of accounts.  The Treasurer shall keep record of all money of the Chamber deposited in its name.  At monthly meetings, the Treasurer shall make reports to the Board of Directors. At the close of each fiscal year, the Treasurer shall submit a full financial statement.

SECTION 6 The Secretary shall prepare or cause to be prepared any formal documents or communications required by the Board of Directors and shall assure that such documents are filed appropriately.  The Secretary shall take and maintain accurate records of proceedings of meetings for the Board of Directors, record and present written copy of the same for Board approval to be filed with the Chamber administrative assistant.  Upon vacating the office, the Secretary shall deliver to the Board of Directors, all books, papers and property of the Chamber.  The Secretary may assist the Treasurer.

SECTION 7 The Parliamentarian shall protect the interests of the Chamber membership by insuring that the Board conducts meetings according to the Chamber by-laws and the latest edition of Roberts Rules of Order.

SECTION 8 Officers may be removed by the Board of Directors for just cause. No officer may be removed without the opportunity of a hearing before the Board of Directors.

 

ARTICLE VIII – FISCAL YEAR

SECTION 1 The fiscal year shall begin on the first day of the month of January and shall end on the last day of the month of December the same year.

SECTION 2 Committee Chairpersons shall submit a proposed budget to the treasurer upon his/her request. The treasurer shall compile a complete budget for estimated expenses including a stated amount for each committee, and submit it for approval to the Board of Directors.  With approval of the Board of Directors, with or without modification, this budget shall be the appropriations measure of the Chamber.  No committee may exceed its appropriation without the consent of the Board of Directors.

 

ARTICLE IX – DISBURSEMENTS

SECTION 1 No disbursements of chamber funds shall be made unless a budget has been approved, authorized and ordered by the Board of Directors.  All disbursements on behalf of the Chamber, shall be made by check.  Two signatures are required by authorized persons of the Board of Directors

SECTION 2 Upon the approval of the budget, payments may be disbursed for the purpose of paying expenses provided for in the budget without any additional approval by the Board of Directors. Any non-budgeted expenses must be approved by the Board of Directors.

 

ARTICLE X – PARLIAMENTARY PROCEDURES

SECTION 1 The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Robert’s Rules of Order.

 

ARTICLE XI – AMENDMENTS

SECTION 1 These bylaws may be amended or altered by a two-thirds (2/3) vote of those present at any regular or special meeting of the Chamber Board, provided notice of the proposed change shall be provided by the Secretary to each  Board member not less than ten (10) days prior to such meeting.

 

Revised October 2011 Page  PAGE   \* MERGEFORMAT 11

 

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