Wills Point Chamber of Commerce
(A Nonprofit Corporation)
ARTICLE 1 – OFFICES
1.01 The principal office of the corporation in the State of Texas shall be located in the City of Wills Point, County of Van Zandt.
1.02 The corporation shall have and continuously maintain in the state of Texas a registered agent whose office is identical with such registered office, as required by Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE 2 – MEMBERS
2.01 Any reputable person, association, business firm, corporation or partnership shall be eligible for membership in the corporation.
2.02 New members shall be presented to the Board of Directions for review.
2.03 Each member shall be entitled to one vote on each matter submitted to a vote of the members.
2.04 The Board of Directors by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing and may, majority vote of those present at any regularly constituted meeting, terminate the membership or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article 11 of these by-laws.
2.05 Membership in the corporation is not transferable or assignable.
2.06 Distinction in public affairs shall confer eligibility to honorary membership, with the exception of holding office, and the exception of the payment of dues. Election to honorary membership shall require an affirmative vote of two-thirds of all members of the board.
ARTICLE 3 – MEETINGS OF MEMBERS
3.01 An annual meeting of the membership shall be held during the first quarter of each year, at the discretion of the Board, for the purpose of introducing and meeting new Board Members.
3.02 Special meetings of the members may be called by the Chairman, the Board of Directors or NOT LESS THAN one-tenth of the members.
3.03 The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the state of Texas, but if all of the members shall meet at any time or place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
3.04 Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail to each member entitled to vote at such meetings, not less than ten (10) nor more than fifty (50) days before the date of such meetings, by or at the direction of the Chairman, Secretary or the officers of persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the corporation with postage thereon prepaid.
3.05 Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter there.
3.06 The members holding twenty-five percent (25%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
3.07 At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
3.08 Where directors or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
ARTICLE 4 – BOARD OF DIRECTORS
4.01 The affairs of the corporation shall be managed by its Board of Directors.
4.02 The number of directors shall be twelve. Four directors shall be elected Annually to serve for three years or until their successors are elected and have qualified.
4.03 Election ballots will be mailed or hand delivered to each business member for voting purposes at least 15 days prior to election canvass by the board of directors. Ballots must be returned to the Chamber Office either by mail or hand delivered within set deadlines for ballots to be valid. Members eligible to hold board positions are those representing business members who have maintained membership in good standing for no less than one year and have given prior consent.
4.04 A regular annual meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.
4.05 Special meetings of the Board of Directors may be called by or at the request of the Chairman or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.
4.06 Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting, unless specifically required by law or by these by-laws.
4.07 A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
4.08 The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
4.09 Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
4.10 Directors as such shall not receive any stated salaries for their services.
4.11 Any action required by law to be taken at a meeting of directors or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
4.12 Board Members are strongly encouraged to attend all Board meetings. When attendance is not possible, the Board member should inform the President of his/her absence as soon as possible prior to the scheduled meeting. Excessive, unexplained absences, to be determined by the Board, may result in the Board requiring the resignation of that Board member
ARTICLE 5 – OFFICERS
5.01.1 The officers of the corporation shall be Chairman, Vice-Chairman, Secretary and Treasurer.
5.02 The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
5.03 Any officers elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contact rights, if any, of the officers so removed.
5.04 A vacancy in any office because of death, resignation, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
5.05 The Chairman shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. She/he shall preside at all meetings of the members and of the Board of Directors. She may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution hereof shall be expressly delegated by the Board of Directors by these bylaws or by statue to some other officer or agent of the corporation; and in general, she shall perform all duties incident to the office of Chairman and such other duties as ay be prescribed by the Board of Directors from time to time.
5.06 In the absence of the Chairman or in the event of her inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting shall have all the power of and be subjected to all the restrictions upon the Chairman. The Vice Chairman shall perform such other duties as from time to time may be assigned to him by the Chairman or Board of Directors.
5.07 If required by the Board of Directors, the Treasurer shall give a bond for his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article 7 of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman or by the Board of Directors.
5.08 The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these bylaws or as required by law; be custodian of the seal of the corporation to all documents, the execution of which on behalf of the corporation under its seal is dull authorized in accordance with the provision of these bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman or by the Board of Directors.
ARTICLE 6 – COMMITTEES
6.01 The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the corporation. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing these by-laws; electing, appointing, or removing any member of any such committee or any Director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially of the property and assets of the corporation; authorizing the voluntary dissolution for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law.
6.02 Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committee shall be members of the corporation, and the Chairman of the corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
6.03 Each member of the committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
6.04 One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
6.05 Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
6.06 Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
6.07 Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE 7 – CONTRACTS, CHECKS, DEPOSITS AND FUNDS
7.01 The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into contract or execute and deliver any instrument I the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
7.02 All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the Chairman or Vice Chairman of the corporation.
7.03 All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.
7.04 The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or any special purpose of the corporation.
ARTICLE 8 – CERTIFICATE OF MEMBERSHIP
8.01 The board of directors may provide issuance of membership a plaque evidencing membership in the corporation, which shall be in such form as may be determined by the board. If any plaque shall become lost, mutilated or destroyed, a new plaque may be issued and therefore on such terms and conditions as the board may determine.
8.02 When a member has been elected to membership and has paid any dues that may then be required, a plaque of membership shall be issued in his name and delivered to him by the President if the board of directors shall have provided for the issuance of plaques under the provisions of section 8.01 of Article 8.
8.03 The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE 9 – FISCAL YEAR
9.01 The fiscal year of the corporation shall begin on the first day in January and end on the last day in December.
ARTICLE 10 – DUES
10.01 The Board of Directors may determine from time to time the amount of annual dues payable to the corporation by its members.
10.02 Dues shall be payable in advance on the first day of each month, quarter, or fiscal year as determined by the Chamber President.
10.03 When any member shall be in default in the payment of dues for a period of ninety (90) days, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article 2, Section 2.04.
ARTICLE 11 – CORPORATE SEAL
11.01 The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal of The Wills Point Chamber of Commerce”.
ARTICLE 12 – WAIVER OF NOTICE
12.01 Whenever any notice is required to be given under the provision of the Texas Non-profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 13 – AMENDMENTS TO BYLAWS
13.01 These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least two (2) days written notice is given of an intent to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting.
An amendment to Bylaws – December 1987
– Add Article 4.12
At the regular meeting of the Board of Directors – December 1987, the Directors voted;
For a member to serve on the Board of Directors, he/she must be a member of the chamber of commerce for one year, prior to being asked to serve on the board. An Amendment to Bylaws – 2007
RECOMMENDED CHANGES/ADDITIONS TO THE WILLS POINT CHAMBER OF COMMERCE BY-LAWS:
ARTICLE 3 – MEETINGS OF MEMBERS:
Existing: 3.01 – An annual meeting of the membership shall be held on the third Thursday of January in each year beginning at 5:00 P.M. for the purpose of transacting business as may come before the meeting.
3.01 – An annual meeting of the membership shall be held during the first quarter of each year, at the discretion of the Board, for the purpose of introducing and meeting new Board Members.
ARTICLE 4 – BOARD OF DIRECTORS
4.13 – Board Members are strongly encouraged to attend all Board meetings. When attendance is not possible, the Board member should inform the President of his/her absence as soon as possible prior to the scheduled meeting. Excessive, unexplained absences, to be determined by the Board, may result in the Board requiring the resignation of that Board member.
Voted on and approved on April 12, 2007