Westlake Chamber of Commerce
Article I: General
Section 1. Name
This organization is incorporated under the laws of the State of Texas and shall be known as the Westlake Chamber of Commerce, Inc.
Section 2. Purpose
The Westlake Chamber of Commerce (WCC) is organized to help businesses prosper and to provide a forum to examine various issues of importance to the community commonly known as Westlake.
Section 3. Limitations
The Chamber shall be nonprofit, nonpartisan and nonsectarian (as defined in Section 501 (c) (6) of the Internal Revenue Code).
Section 4. Area
The area served shall mean to include the cities and communities of West Lake Hills, Rollingwood, parts of the City of Austin, and unincorporated communities of Travis County, expressed as the Eanes Independent School District boundaries.
Section 5. Definitions
“Mail,” “notice” or “written notice” shall include email or other electronic notices.
“Applicants” shall include any individual, association, corporation, partnership or estate applying for membership.
Section 1. Eligibility
Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership. All applicants are subject to review and approval by the Board of Directors.
Section 2. Business Membership
The annual dues shall be at the rate or rates, schedule, or formula as prescribed by the Board. Chamber members in god standing shall have one (1) vote.
Section 3. Individual Membership
The annual dues shall be at the rate or rates, schedule or formula as prescribed by the Board. A self-employed person or member of a partnership will not be eligible for individual membership, regardless of their business location. Individual members are citizens that are either unemployed or retired; they do not represent a business or organization. Individual members will be entitled to all rights of membership, including serving on committees, attending meetings, and receiving correspondence. Individual members in good standing shall have one (1) vote.
Section 4. Election
Applications for membership shall be in writing, on forms provided for that purpose, signed by the applicant, and accompanied by appropriate dues. All qualified individuals, businesses, or other applicants shall be considered elected to the Chamber unless notified in writing by a representative of the Board of Directors within 60 days of application and payment received.
Membership dues shall be at such rates and time periods as determined by the Board of Directors.
Any member may resign from the Chamber upon written request to the Board of Directors. Membership will be considered terminated if dues are not received within 30 days after the due date. 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 complained against.
Section 7. Voting
Each member shall be entitled to cast one vote.
Section 8. Exercise of Privileges
The individual, association, corporation, partnership or estate responsible for the financial payment of the business membership owns all rights of that membership. Any association, corporation, partnership or estate holding membership may nominate individuals, whom the holder desires to exercise the privileges of membership covered by its subscription, and shall have the right, at reasonable intervals and subject to Board approval, to change its membership nomination upon written notice.
Section 9. Honorary Membership
Honorary memberships shall be eligible to those who are distinguished in public service. Honorary members shall have all privileges of members, but shall not vote, nor pay dues. The Board of Directors shall confer or revoke honorary membership by a two-thirds (2/3) vote.
Article III: Meetings
Section 1. Annual State of the Chamber Meeting
The annual meeting of the corporation shall be held once per year. The time and place shall be determined by the Board of Directors and notice thereof mailed to each member at least ten days before said meeting.
Section 2. Additional Meetings
General or special meetings of the Chamber of Commerce may be called by the Chairman at any time with five days written notice. Board meetings shall be called as needed by the Chairman or upon written request of at least three board members. Committee meetings may be called at any time by the Chairman or by a committee chairperson. An advance agenda and minutes must be prepared for all scheduled Board meetings.
Section 3. Quorum
At any duly called General Meeting of the Chamber, 20% of the membership shall constitute a quorum. At any duly called Board of Directors meeting, two-thirds of the Board of Directors shall constitute a quorum.
Article IV: Board of Directors
Section 1. Composition of the Board
The Board of Directors shall comprise 10-20 members, approximately one-third of whom shall be elected annually to serve for three years or until their successors are elected and have qualified, and up to three Ex-Officio Members (see Article IV. Section 7 for description). One-third of the directors should rotate off the Board annually except for those persons elected to be Chairman-Elect (see description below in paragraph 3 of Section 2) or by re-election as set forth in the second paragraph of Section 2 below. The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2. Selection and Election of Directors
No later than the regular September Board Meeting, the Chairman shall appoint a nominating committee of five members of the Chamber. The Chairman shall designate the chair of that committee. The Chairman will certify to this nominating committee the number of vacancies on the Board for the upcoming year. The nominating committee shall, no later than the October Board Meeting, present to the Board of Directors the names of nominees for the vacant Director positions in a quantity up to twice that of the number of vacancies for which elections are being held. No person shall be nominated to be a Director except by the vote of at least 3 members of the nominating committee. Any member in good standing for 12 consecutive months prior to nomination shall be eligible for election as a Director, unless such requirement is waived by a unanimous vote of the nominating committee for a particular desired nominee. No more than 1 member or employee from any 1 company shall serve on the Board during any 1 year. From the list of nominees supplied the Board by the nominating committee, the Board will elect the new Directors. Directors will be elected by majority vote of those Directors in attendance at a Board Meeting no later than the November Board Meeting.
If a current Director wishes to be considered for another consecutive term on the Board, he or she must notify the Chairman of that desire at least 5 days after the regular Board Meeting in which the nominating committee is announced. In those years in which a current Director has indicated his/her wish to be considered for another consecutive term, the Chairman will distribute to all of the Directors in attendance at this Board Meeting an evaluation form concerning the Director(s) who have indicated an interest in continuing service on the Board. In the event they are not able to attend this meeting, a Director may submit evaluation forms for Directors seeking re-election.
These evaluation forms will be anonymous in all respects and sealed at the time of their completion. These evaluation forms will not be turned in to the Board but, rather, will be delivered, sealed, to the chairperson of the nominating committee. The nominating committee will review all of the anonymous evaluations in determining whether to nominate the current Board Director for continued service on the Board. For a current Board member to be nominated for another, consecutive term on the Board requires a vote of at least 4 members of the nominating committee. No Board member may serve more than 2 consecutive terms on the Board. After at least 1 year off the Board, any former Director may be re-elected to the Board pursuant to the procedures set forth above.
A person elected by the Board to serve as Chairman-Elect, pursuant to Article V, herein, shall be deemed to have been automatically re-elected to another, consecutive 3-year term of which year one begins the year in which they were elected Chairman-Elect.
Those persons elected to fill the vacant Board positions will be announced at a formal chamber meeting in the last quarter of the year. At the January Board Meeting of the next year, newly elected Board members are seated to begin new terms.
Section 3. Seating of New Directors
All newly elected Board members shall be seated at the regular January Board Meeting and shall be participating members thereafter. Retiring Directors shall continue to serve until the same regular December Board Meeting.
Section 4. Vacancies
Any Director who is missing 2 consecutive board meetings or more than 3 meetings within a calendar year will automatically be dropped from membership on the Board unless otherwise decreed by a majority vote of those voting at any meeting thereof or unless confined by illness or other absence approved by the majority of those voting at any meeting thereof. Board members may resign at any point in their 3-year term by supplying a letter of resignation at any time.
Vacancies on the Board shall be filled for the unexpired portion of the term. The Board shall recommend a replacement to be ratified by a majority vote of the remaining Directors. A mid-term appointment shall not exclude a member from being elected to two full consecutive terms as allowed for in Article IV, Section 2.
Section 5. Removal of Directors
Any one or more of the Directors may be removed with cause at any time by a two-thirds (2/3) vote of the Board members that constitute a quorum at any special meeting called for that purpose.
Section 6. Policy
The Board of Directors is responsible for establishing procedure and formulating policy of the organization. It is also responsible for adopting all policies of the organization.
Section 7. Ex-Officio Members of the Board
Up to three Ex-Officio members may be appointed from the cities served by the Chamber and/or the Eanes Independent School District. These positions are not elected, but are filled by virtue of the individuals’ expertise or influence. When such a member ceases to hold their position, his/her membership on the board terminates automatically. Ex-Officio members shall be a non-voting member of the Board and shall not be included in the count when determining quorum.
Article V: Officers
Section 1. Determination of Officers
During the annual November election of the new directors, the Board shall elect the Chairman-Elect for the following year. Officers for the Board of Directors shall be the Chairman, Chairman-elect, Past Chairman and the Treasurer. All officers must be members of the Board of Directors. All officers shall serve for a term of one (1) year or until a successor assumes the duties of office. They shall be voting members of the Board. An outgoing Director who would otherwise be ineligible for re-election, may be elected Chairman-Elect.
Section 2. Duties of Officers
A. Chairman. The Chairman shall serve as the executive head of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee. The Chairman shall, with the advice and counsel of the Board of Directors, determine all committees, select all chairpersons; and assist in the selection of committee personnel, subject to approval by the Board of Directors.
B. Chairman-Elect. The Chairman-Elect shall exercise the powers and authority and perform the duties of the Chairman in the absence or disability of the Chairman. The Chairman-Elect will succeed to the office of Chairman at the end of the term of the person elected Chairman at the time of his or her election to the position of Chairman-Elect.
C. Treasurer. The Treasurer shall be the custodian of the funds of the Chamber. Such funds shall be kept on deposit in financial institutions approved by the Board of Directors on which signatory authorization shall be given to the Executive Director, Treasurer, Chairman, Past Chairman and Chairman-Elect. The Treasurer shall present a monthly financial report to the Board and advise the Board on appropriate procedures to safeguard the funds and disburse them in accordance with the Board’s intent and its passed resolutions.
Section 3. Executive Director.
The Board may appoint an Executive Director who is the Chamber’s executive officer. The Executive Director shall be the salaried chief operating officer in charge of administration and management of the Chamber including the property and corporate business. He/she shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Chamber, in all its operations. Compensation and oversight for this officer shall be determined by the Executive Committee. The Executive Director shall be a non-voting member of the Board of Directors and all committees.
Section 4. 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 action. It shall be composed of the Chairman, Chairman-Elect, Past Chairman, Treasurer, Governance/Secretary and Executive Director.
Section 5. Removal of Officers and Executive Director
The Board of Directors may remove any Officer by a 2/3 vote at anytime.
Article VI: Committees and Divisions
Section 1. Appointment and Authority
The Chairman, by and with the approval of the Board of Directors, shall appoint all committees and committee chair people. He or she may appoint such ad hoc committees and their chair people as he or she deems necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the Chairman and in no event shall exceed the term of appointing Chairman. It shall be the function of the committee to make investigations, conduct studies and hearing, 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 shall have been approved or ratified by the Board of Directors. Committees shall be discharged by the Chairman 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.
Section 3. Testimony
Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chairperson or, in his or her absence, whom he or she designates as being familiar enough with the issue to give testimony to, or make presentation before, civic and governmental agencies; if applicable.
Section 4. Divisions
The Board may create such divisions, bureaus, departments, or councils as it deems advisable to handle the work of the Chamber. The Board shall authorize and define the powers and duties of all divisions, bureaus, departments and councils. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, or councils. No action or resolution of any kind shall be taken by divisions, bureaus, departments or councils having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.
Article VII: Finances
Section 1. Funds
All non-dues money paid to the Chamber shall be placed in a general operating fund, unless specifically designated for a special purpose by the donor.
Section 2. Disbursements
The Executive Director, Treasurer, Chairman and Chairman-Elect are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors.
Section 3. Fiscal Year
The fiscal year of the Chamber shall close on December 31.
Section 4. Budget
As soon as possible after election of the new Board of Directors and Officers, the Executive Committee (or Budget Committee if preferred) shall compile a budget of estimated expenses for the coming year and submit it to the Board of Directors for approval.
Section 5. Annual Audit
The Board of Directors may call for a full or partial audit or review of the accounts of the corporation at the end of the fiscal year.
Section 6. Bonding
The Board of Directors shall secure a sufficient Directors & Officers Liability Insurance policy for the officers and any staff in an amount set by the Board and paid for by the Chamber.
Article VIII.: Dissolution
Section 1. Procedure
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, 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.
Article IX: Amendments
Section 1. Revisions
The bylaws may be amended or altered by a two-thirds vote of the Board or by a majority of the members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing, at least ten days before the meeting at which they are to be acted upon.
Adopted September 25, 1995
Amended October, 1996
Amended October, 1997
Amended January, 2004
Amended November, 2011
Amended November, 2014
Amended November 2015
Amended December 2015
Amended May 2016
Amended May 2019
Amended December 2019
Amended June 2020
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