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BY-LAWS
Of The
SOUR LAKE CHAMBER OF COMMERCE

ARTICLE I

NAME AND LOCATION

Section 1 Offices – The title and corporate name of this organization shall be the Sour Lake Chamber of Commerce, with principal offices in the Sour Lake area at a location designated by the Board of Directors.

ARTICLE II

OBJECTIVES

Section 1 Purposes – The objectives of the Sour Lake Chamber of Commerce shall be:

  1. To promote the cultural, educational, civic, commercial, industrial and general development in the Sour Lake area,

  2. To aid in the development of all legitimate enterprises designed for the betterment of the area,

  3. To stand and to work for area harmony,

  4. To be non-partisan and non sectarian, and to take no part in nor to lend its influence of facilities, either directly or indirectly, to the nomination, election or appointment of any candidate or person for public or political office.

Section 2 Fiscal Year – The fiscal year of the Chamber shall be from January 1, through December 31.

Section 3 Incorporation – The Chamber shall be and remain incorporated under the laws of the State of Texas as a nonprofit organization.

ARTICLE III

MEMBERSHIP AND DUES

Section 1 Definition – The membership classes of the Sour Lake Chamber of Commerce are to be as follows:

  1. Businesses whose dues are based upon the number of employees

  2. Individual, including spouse

  3. Non-Profit / Civic

  4. Utility Companies

  5. Banks/Credit Unions

  6. Professionals (Attorneys, Doctors, CPA, etc)

Section 2 Eligibility – Any individual, firm, corporation, partnership, association, or other organization, estate or trust, of good standing and reputation and interested in the objectives of the Sour Lake Chamber of Commerce, shall be eligible for membership.

Section 3 Election to Membership – All memberships shall be subject to the approval of the Board of Directors.

Section 4 Membership Dues – Annual dues shall be determined by a majority vote of the Board of Directors. The dues amount shall be set during the November Board meeting of the fiscal year, with the amount to be effective during the following calendar year.

Section 5 Representation-Right to Vote – All membership shall be entitled to one vote.

Section 6 Membership Expiration Date – All memberships shall expire on December 31 of each year. Members joining during the year shall have their dues pro-rated quarterly, i.e. January 1, through March 31 will pay 100%, April 1 through June 30 will pay 75%, July 1 through September 30 will pay 50% and October 1 through December 31 will pay 25%.

Section 7 Forfeiture of Membership – any member whose dues remain unpaid for a period of three (3) months from due date shall be dropped from membership. Voting rights shall terminate after thirty (30) days of delinquency.

Section 8 Resignation of Membership – Any member may resign by submitting written notification of such resignation to the Chamber. No refund of any part of membership dues will be made if a member resigns.

Section 9 Cancellation of Membership – Any membership may be cancelled at any time by a two-thirds (2/3) vote of the Board of Directors voting thereon at any duly and properly called and convened regular or special meeting of the Board of Directors.

Section 10 Reinstatement of Membership – Reinstatement of any membership may be had upon a two-third (2/3) vote of those Directors voting thereon at any duly and properly called and convened regular or special meeting of the Board, provided that said membership has paid all delinquent dues, and at least one month’s current dues in advance.

Section 11 Representation – No member of the general membership shall represent the Sour Lake Chamber of Commerce or Board of Directors in verbal or written form, including comment or opinion without written approval of the majority of the Board of Director. The Sour Lake Chamber of Commerce shall not be liable for any statements, opinions, written, oral or implied by any member of the Chamber of Commerce, who does not have prior approval of the Board of Directors.

ARTICLE IV

DIRECTORS

Section 1 Powers and Duties

  1. The government of the Chamber, the direction of its works, and the control of its property and finances shall be vested in its Board of Directors.

  1. Rules of nepotism shall apply to all Directors and employees.

  1. The Board shall adopt such rules and regulations for conducting the business of the Chamber and for carrying on its work as may be consistent with these by-laws.

  1. The Board of Directors shall submit to the membership at the annual meeting, an annual report of the work of the Chamber.

  1. The Board of Directors shall have the power to fill all vacancies, including officer vacancies, occurring on the Board.

Section 2 Meetings, Absences and Quorums

  1. Regular meetings of the Board shall be held at least once a month at such places, dates, and hour as shall be fixed by the Board.

  1. Special meetings of the Board may be held upon call of the President or the acting President upon at least three (3) days prior written notice, which shall state the purposes(s) of such meeting, sent to each Director.

  1. Any Director who is absent from three (3) consecutive regular meetings, without an excuse deemed reasonable, and so recorded by the Board and noted in the minutes, shall automatically relinquish his/her place on the Board, and his/her successor shall be appointed.

  1. Three (3) members of the Board of Directors shall constitute a quorum for the conduct of Chamber Business, and said quorum may consist of audible, electronic attendance when unable to attend In person.

Section 3 Election of Directors

  1. The Board shall consist of five (5) persons, One (1) permanent position consisting of Executive Vice-President, two (2) of whom shall be elected annually for a term of two (2) years from among the designated representatives of the membership.

  1. Elected Directors shall serve terms ending the fiscal years of their respective terms, or until their successors shall have been duly elected and installed.

  1. Appointed Directors shall serve the remainder of the unexpired term of which they are appointed. These vacancies are to be filled by appointment by the President from among the active membership, subject to approval by the Board.

  1. Ninety (90) days prior to the new fiscal year, the President shall appoint in writing a nominating committee from the active membership to consist of not less than three (3) members in good standing, whose duties it shall be to nominate from among the active membership as many persons to be voted on for members of the Board as there are vacancies to be filled. The committee shall present its nominating report to the Board at the regularly scheduled meeting in October for Board approval. The Executive Vice-President shall at once notify the nominees of their nomination. If each nominee accepts the nomination within Five (5) days, his/her name shall be placed in alphabetical order on the official ballot, noting his business connection. Should any nominee decline nomination, the nominating committee shall be called upon to supply additional names to take the places of those declining. The Executive Vice-President shall prepare and mail within five (5) days after the regularly scheduled November meeting, an official ballot to each member, with instructions to vote for as many nominees of their choice as there are vacancies to be filled. Membership will be given ten (10) days from the date of mailing in which to return their marked ballots to the Chamber office by mail or by person. All voting shall be secret ballot. No proxies shall be allowed. The ballots shall remain unopened in the envelopes furnished for their return until the nominating committee shall meet to count the ballots. Within five (5) days following the voting deadline, the said committee shall meet and canvass the ballots. The nominees receiving the highest number of votes shall fill the two (2) year terms, and any unexpired term or terms shall be filled by those nominees receiving the next to highest number of votes.

  1. All ballots shall be preserved by the Executive Vice-President for not less than thirty (30) days following the election.

  1. The Executive Vice-President shall announce the results of the Board of Directors Election at the December meeting and the new Directors shall be installed at that time.

ARTICLE V

OFFICERS

Section 1 Designation – The elected officers of the Chamber shall be a President, an Executive Vice-President, a Vice-President, and a Secretary/Treasurer. The officers shall be elected for a term ending with the close of the fiscal year, and until their successors shall have been elected. In addition, the Board may employ an Executive Director, as well as other staff positions as it deems necessary to fulfill the functions of the Chamber.

Section 2 Election of Officers – At the regularly scheduled December meeting, the President shall appoint a nominating committee to consist of not less than three (3) hold-over Directors in good standing, whose duty it shall be to nominate from the Directorate a slate of Officers for the coming year. The nominating committee report shall be presented to the new Board of Directors at its regularly scheduled January meeting. and a vote shall then be had by secret ballot and shall be counted by the Executive Vice-President and two other Directors duly appointed by the President.

Section 3 Duties of Officers – Newly elected officers to be installed at the January Meeting.

  1. President – The Term of the President shall be two (2) Years. The President shall preside at all meetings of the Board of Directors and of the membership. He/She shall perform all the duties incident to the office and recommend such action as he/she may deem appropriate to increase the efficiency and usefulness of the Chamber. When so authorized by the Board of Directors, and when joined by the Executive Director and other staff, he/she shall have authority to execute all contracts and obligations of the Chamber. The President shall appoint such standing committees and special committees as the board may be deem necessary to conduct of the business of the Chamber. Committees may be dissolved by simple majority action by the Board.

  1. Executive Vice-President – Executive Vice-President term shall be permanent as long as he/she remains Executive Director of the Chamber of Commerce. He / She shall be charged with conducting the official correspondence, preserving all books and documents, taking the Minutes at the Board Meetings, and keeping all books of accounts.He / She shall serve as an ex-officio member of all committees. He / She shall be responsible for gathering all information relative to filing the necessary IRS reports, Texas Employment Commission reports, etc. when due and submitting it to the Accounting Firm hired by the Chamber of Commerce.

The Executive Vice-President shall be responsible for establishing a close and working relationship with the members of the Chamber of Commerce; for the employment of all members of the office staff; for the management of the Chamber office; and for the proper and efficient conduct of the business affairs of the Chamber of Commerce and employees thereof. This person shall be charged with the care of all properties; purchasing all equipment and supplies; and shall pay all bills along the co-signature on the checks by either the President or the Secretary/Treasurer on all checks. A cap of $1,000.00 has been set for any single purchase without prior approval from Board.

The Executive Vice-President shall prepare an annual proposed budget to be presented to the Board of Directors at the beginning of the fiscal year. This person shall submit an end-of-year financial statement, which may be prepared by a public accounting firm, to the Board of Directors.

  1. Vice-President – The Vice-President shall act in the absence or disability of the President, and shall be responsible for whatever duties and assignments given to him / her by the Board

  1. Secretary/Treasurer – The Secretary shall audit and/or oversee the official Minutes of all meetings of the membership and of the Board of Directors, all bank books and records pertaining to the finances of the Sour Lake Chamber of Commerce, and all other records and documents of the Chamber. The Secretary / Treasurer shall approve the disbursement of funds of the Sour Lake Chamber of Commerce pertaining to the regular and customary monthly bills. Any expenditure over $1,000.00 will be voted on and approved by the Board. He / She shall render oral or written monthly reports to the Board reflecting the same.

ARTICLE VI

EXECUTIVE COMMITTEE

Section 1 The Executive Committee of the Sour Lake Chamber of Commerce shall consist of the Officers being the President, Vice-President, Executive Vice President and Secretary/Treasurer, who will serve as needed on the committee. Said committee may exercise all the powers of the Board between meetings of the Board or at any regular meeting of the Board at which a quorum is not present, provided that such committee shall make no pronouncement of policy and shall not expend non-budgeted funds in excess of $1,000.00. All business transacted by such committee shall be submitted for approval to the Board of Directors at its next regular meeting.


ARTICLE VII

MEMBERSHIP MEETINGS

Section 1 Annual – There shall be an annual membership meeting. The date and time of such annual meeting shall be determined by the Board of Directors.

Section 2 Special – The Board of Directors may provide for holding monthly, quarterly, or such meetings of the membership as may be considered necessary or desirable.

Section 3 Notice – Notice of the annual meeting or any special meeting of the membership shall be mailed, or electronically sent to each member of good standing at least ten (10) days in advance of such meeting.

Section 4 Quorum – Ten per cent (10%) of the duly qualified membership in good standing shall constitute a quorum at any membership meeting of the Chamber.

ARTICLE VIII

ACCOUNTS AND RECORDS

Section 1 Records & Audits – An annual report shall be prepared at the end of each fiscal year. An in house annual report will be prepared in January for the previous fiscal year. The President shall order an outside audit when necessary as deemed by the Board. The Board may request an outside audit at any time.

Section 2 Records & Access – Upon request, any duly qualified active member shall have reasonable access to the books, records and accounts of the Chamber, to be viewed in the Chamber office with the Executive Director and the Secretary/Treasurer or the President during scheduled business hours and having scheduled an appointment to do so. Any copies requested will be billed at the current copy rate and will be due and payable upon request.

ARTICLE IX

REFERENDUM

Section 1 Submission – Upon the request in writing of ten per cent (10%) of the members in good standing, the Board shall submit, or upon its own initiative may submit, any questions to the members of the Chamber for a referendum vote by mail, or by electronic method the ballot for such vote to be accompanied by a brief statement setting forth both sides of the question.

ARTICLE X

PARliAMENTARY RULES

Section 1 The proceedings of all Chamber meetings shall be governed and conducted according to the latest edition of Robert’s Rules of Order, except as modified in the by-laws.

ARTICLE XI

Dissolution

Section 1 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 XI

Amendments

Section 1 Manner – These by-laws may be amended by a majority vote of the membership at any duly called membership meeting, provided that notice of the proposed amendments or changes shall have been mailed or electronically sent to each member not less than ten (10) days prior to such regular or special meeting; or by majority vote of the members voting in a mail referenda, provided that a minimum quorum vote is tabulated. All proposed amendments or changes in the by-laws shall first be approved by the Board of Directors before being submitted to the membership for vote.

ARTICLE XII

EFFECTIVE DATE

Section 1 These amended by-laws shall be effective upon their adoption by the 2013 membership.

APPROVED BY THE FOLLOWING MEMBERS:

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