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WESTLAKE CHAMBER OF COMMERCE
BYLAWS
ARTICLE I – NAME
SECTION 1. NAME. This organization is a non-profit corporation incorporated and organized under the laws of the State of Texas and shall be known as the Westlake Chamber of Commerce (the “Chamber”).
ARTICLE II – PURPOSE
SECTION 1. PURPOSE AND POWERS. The purpose of the Chamber is to provide leadership that will enhance and support its members in the greater Westlake business community. The area served shall include the cities and communities of West Lake Hills, Rollingwood, parts of the City of Austin, and unincorporated communities of Travis County included in the Eanes Independent School District boundary. The Chamber shall have all powers conferred under the laws of the State of Texas governing non-profit corporations and shall observe all local, state and federal laws that apply to a non-profit corporation as defined in Section 501(c)(6) of the Internal Revenue Code. In accordance with such powers, the Chamber shall perform all functions as may be necessary or appropriate to fulfill the purposes of the Chamber.
SECTION 2. LIMITATIONS. The Chamber shall be non-profit, non-partisan and non- sectarian and shall take no part in or lend its influence in the election or appointment of any candidate for federal, state, county or city office. The Chamber shall not endorse any political candidate or political party, nor shall it promote a particular religion. However, the Chamber may act on any political question or issue that directly or indirectly affects the welfare of the Chamber or its members, the City of West Lake Hills, the City of Rollingwood, the City of Austin, Travis County or the Eanes Independent School District. The restrictions in these Bylaws shall not in any way limit the rights of any member in engaging in political, sectional, sectarian or partisan activities.
ARTICLE III – MEMBERSHIP
SECTION 1. ELIGIBILITY. Any person, firm, corporation, partnership, business, non-profit or association having an interest in the objectives and purpose of the Chamber shall be eligible to apply for membership.
SECTION 2. APPROVAL FOR MEMBERSHIP. Each eligible applicant shall submit an application to the Chamber for approval, which approval may be withheld by the Chamber in its sole discretion. All members shall agree to be bound by these Bylaws and the rules and regulations of the Chamber.
SECTION 3. CLASSES OF MEMBERSHIP. The Chamber shall have four classes of members: Business, Non-Profit, Individual, and Honorary.
SECTION 4. BUSINESS MEMBERS. Business Members shall include any firms, corporations, partnerships, sole proprietorships, trusts, estates, associations or other entities, regardless of organizational structure.
SECTION 5. NON-PROFIT MEMBERS. A non-profit is any organization that is not organized for profit and no part of the net earnings benefit any private shareholder. This includes 501(c)(3), 501(c)(4) and 501(c)(6) status organizations. Non-profit organizations will be entitled to all rights and privileges of membership awarded to Bronze level members.
SECTION 6. INDIVIDUAL MEMBERS. An Individual Member is any person who is no longer active or affiliated with an entity that would otherwise be a Business Member. Individual Members will be entitled to all rights and privileges of membership awarded to Bronze level members.
SECTION 7. HONORARY MEMBERS. The Board of Directors may approve any person or entity to be an Honorary Member of the Chamber. Notice of proposed Honorary Members shall be provided to the Board of Directors in the meeting notice and such approval shall be by a vote of two thirds (2/3) of the Board of Directors present at a regular meeting of the Board of Directors. Honorary Members shall not be required to pay dues but shall enjoy all other rights and privileges of membership awarded to Bronze level members.
SECTION 8. TERM OF MEMBERSHIP. Unless otherwise approved by the Board of Directors and specified in writing, all memberships shall be for a rolling 12-month period beginning on the start date of membership.
SECTION 9. DUES. Annual membership dues for Business, Non-Profit, and Individual Members shall be at such rate or rates, schedule or formula as may from time to time be prescribed by the vote of the Board of Directors. Annual membership dues are non-refundable and may not be downgraded.
SECTION 10. EXERCISE OF PRIVILEGES. The Business, Non-Profit or Individual Member responsible for the payment of the membership owns all rights of membership. Any member shall have the right to upgrade its membership upon written notice to the Chamber, but shall not have the right to downgrade its membership.
SECTION 11. TERMINATION/EXPULSION. Memberships may be terminated or expelled as follows:
a. Any member may resign from the Chamber upon written notice to the Chamber. Resignation shall not relieve the member of any obligation to pay any dues, assessments or other charges that have accrued and are unpaid as of the date of resignation.
b. Any membership shall be terminated pursuant to the General Policies if a member fails to pay its annual dues.
c. Any membership shall be automatically terminated upon the death of an Individual Member or of an individual who is an Honorary Member or upon the dissolution of a Business Member or an entity that is an Honorary Member.
d. Any membership may be expelled for conduct unbecoming a member by the vote of two-thirds (2/3) of the Board of Directors present at any meeting of the Board of Directors.
ARTICLE IV – NON-VOTING MEMBERSHIP
SECTION 1. NON-VOTING. Membership shall be non-voting. All decisions shall be made by the Board of Directors and shall be final and binding on the membership.
SECTION 2. MATTERS TO BE SUBMITTED TO A VOTE OF THE MEMBERS. Notwithstanding the foregoing, the Board of Directors shall submit to a vote of the members all matters as required under the Texas Business Organizations Code (the “TBOC”).
ARTICLE V – BOARD OF DIRECTORS
SECTION 1. AUTHORITY. The property, business and affairs of the Chamber is managed and controlled by the Board of Directors subject to the restrictions imposed by the Amended and Restated Certificate of Formation (the “Certificate”), these Bylaws, and the TBOC. The Board of Directors shall exercise all of the powers of the Chamber to the fullest extent permitted by the TBOC.
SECTION 2. COMPOSITION. The Board of Directors shall comprise 10-20 members to serve 3-year terms and up to three Ex-Officio Members. All members of the Board of Directors shall serve until their term has been completed or until their successor has been elected or appointed.
SECTION 3. EX-OFFICIO MEMBERS. Up to three (3) 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 VI – NOMINATIONS AND ELECTIONS
SECTION 1. NOMINATING COMMITTEE; PROCESS. No later than the regular August Board Meeting, the Chair shall appoint a nominating committee of five (5) members of the Chamber. The Chair shall designate the chair of that committee. The Chair 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 one (1) member or employee from any one (1) Business Member shall serve on the Board during any 1 year.
If a current Director wishes to be considered for another term on the Board, he or she must notify the Chair of that desire before 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 term, the Chair 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 three (3) members of the nominating committee. No Board member may serve more than two (2) consecutive, full three (3) year 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 Chair-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 Chair-Elect.
SECTION 2. ELECTION OF DIRECTORS. 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.
SECTION 3. INITIAL MEETING. All newly elected Board members shall begin their term at the regular January Board Meeting and shall be participating members thereafter. Retiring Directors shall serve through December 31 of the last year of such Director’s term.
SECTION 4. RESIGNATION. A Board member may resign upon thirty (30) days’ prior written notice to the Chair.
SECTION 5. REMOVAL. Any Director may be removed with cause at any time by a two-thirds (2/3) vote of the Board that constitute a quorum at any regular meeting or a special meeting called for that purpose.
SECTION 6. VACANCIES. Any vacancies on the Board of Directors arising other than as a result of the completion of a term may be filled with the vote of a majority of the Board of Directors. The Chair may recommend a replacement Director to be ratified by a majority vote of the Board.
ARTICLE VII – MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. REGULAR MEETINGS. The Board of Directors shall meet at such times and places as designated by the Chair, but in no event less often than monthly.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held at such times and places as designated from time to time by the Chair or by the written request of at least five (5) members of the Board of Directors.
SECTION 3. NOTICE OF MEETINGS. The Chair shall give notice of the time and place of each regular meeting to each Director at least three (3) business days before such meeting. The Chair shall give notice of the time and place and purpose of each special meeting to each Director at least three (3) business days before such meeting. No business other than that specified in the notice may be conducted at a special meeting unless the members of the Board of Directors present at such special meeting unanimously vote otherwise.
SECTION 4. WAIVER OF NOTICE. Any member of the Board of Directors may waive notice required to be given under these Bylaws, the Amended and Restated Certificate or under applicable law before or after the date and time of the meeting stated in the notice. The waiver must be in writing, signed by the person entitled to such notice, delivered to the Chamber and filed with the minutes of the meeting for which notice was waived. The attendance of a member of the Board of Directors at any meeting shall constitute a waiver of notice of such meeting unless such attendance is for the purpose of objecting to the failure of notice.
SECTION 5. ATTENDANCE. Any Director who misses two (2) consecutive Board meetings or more than three (3) Board meetings within a calendar year will be deemed to be automatically removed from the Board unless otherwise decreed by a majority vote of the Board or unless confined by illness or other absence approved by the majority vote of the Board.
SECTION 6. QUORUM. Two-thirds (2/3) of the then-current members of the Board of Directors shall constitute a quorum for the consideration of any matters pertaining to the Chamber.
SECTION 7. VOTING. Unless a different vote is required by the TBOC, Certificate, or these Bylaws, a vote of a majority of the Directors shall be necessary to approve any resolution or measure brought before the Board.
SECTION 8. ELECTRONIC AND FACSIMILE VOTING. The Board of Directors may, at the discretion of the Chair, vote by e-mail or electronic ballot.
SECTION 9. REMOTE COMMUNICATIONS. The Chair may elect to hold any regular or special meeting of the Board via videoconference, provided, however, a regular meeting of the Board via videoconference is only permissible to the extent that the Chair reasonably determines that health and safety protocols require that the Board meet remotely in order to protect the health of the Board of Directors and Executive Director.
SECTION 10. PROXY. Each Director entitled to vote at a Board meeting may authorize another Director to act for such Director by proxy, but no such proxy shall be voted or acted upon after thirty (30) days from its date, unless the proxy provides for a longer period. The authorization of a person to act as proxy may be documented, signed, and delivered provided that such authorization shall set forth, or be delivered with, information enabling the Chair to determine the identity of the Director granting such authorization. A Director may revoke any proxy by attending the meeting and voting in person or by delivering to the Chair a revocation of the proxy or a new proxy bearing a later date.
SECTION 11. WRITTEN CONSENT IN LIEU OF MEETING. Unless otherwise restricted by the Certificate or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission and any consent may be documented, signed, and delivered in any manner permitted by the TBOC. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.
ARTICLE VIII – OFFICERS
SECTION 1. OFFICERS. The officers of the Chamber shall consist of a Chair, a Chair-Elect, an Immediate Past-Chair, a Treasurer, and a Governance/Secretary. All officers shall serve one (1) year term from January 1 through December 31. They shall be voting members of the Board. An outgoing Director who would otherwise be ineligible for re-election, may be elected Chair-Elect.
SECTION 2. REMOVAL. The Board may remove an officer at any time by a two-thirds (2/3) vote.
SECTION 3. VACANCIES. Except for Chair, any vacancy occurring in any office of the Chamber may be filled by the Board of Directors. If a vacancy occurs in the Chair position, such vacancy shall automatically be filled by the Chair-Elect for the remainder of the exiting Chair’s term.
SECTION 4. SELECTION. During the annual November election of the new Directors, the Chair shall nominate the Chair-Elect and all other officers for the following year. The Board shall review and ratify the slate of officers at its regular November Board meeting.
ARTICLE IX – DUTIES OF OFFICERS
SECTION 1. THE CHAIR. The Chair shall preside at all meetings of the Chamber, the Board of Directors and the Executive Committee and shall perform all duties incident to this office. The Chair shall, with the advice and counsel of the Board of Directors, nominate all officers, determine all committees, select all chairpersons; and assist in the selection of committee personnel, subject to approval by the Board of Directors .At such times as deemed necessary or appropriate, the Chair shall communicate to the membership and to the members of the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.
SECTION 2. CHAIR-ELECT. The Chair-Elect shall exercise the powers and authority and perform the duties of the Chair in the absence of the Chair. The Chair-Elect shall automatically succeed to the office of Chair at the expiration of the one-year term of the Chair (or earlier resignation).
SECTION 3. PAST CHAIR. The Past Chair shall serve on the Executive Committee and handle such duties, responsibilities and tasks as may be delineated by such Committee and/or the Chair.
SECTION 4. TREASURER. The Treasurer shall be the custodian of the funds of the Chamber and oversee the receipt and disbursement of all funds deposited in the name of the Chamber. signatory authorization shall be given to the Executive Director, Treasurer, Chair, Past Chair and Chair-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 5. GOVERNANCE/SECRETARY. The Secretary ensures the Board is functioning appropriately by adhering to the Chamber’s Bylaws, policies and procedures, and board responsibilities and expectations including, but not limited to: reviewing and maintaining the Bylaws, suggesting any changes to the Bylaws as needed, supporting Board members with questions about the Bylaws, conducting roll call at Board meetings and maintaining attendance records, maintaining records of expiring Board terms and Board position openings, conducting exit interviews of Board members exiting the Board, if deemed necessary by the Chair, taking Board minutes at the monthly Board meetings, taking minutes at the monthly Executive committee meetings, and submitting minutes to the Executive Director within ten days of each meeting.
ARTICLE X – EXECUTIVE COMMITTEE
SECTION 1. COMPOSITION. The Executive Committee shall be comprised of the Chair, the Chair-Elect, the Immediate Past Chair, a Treasurer, Governance/Secretary, and Executive Director.
SECTION 2. DUTIES; POWERS. The Executive Committee shall act for and on behalf of the Board of Directors when the Board of Directors is not in session and shall be accountable to the Board of Directors. The Executive Committee shall be the only standing committee of the Board.
SECTION 3. MEETINGS. The Executive Committee shall meet on a regular basis at such time and place as determined by the Chair. Special meetings of the Executive Committee shall be held at such times and places as designated from time to time by the Chair or by the written request of at least two (2) members of the Executive Committee.
SECTION 4. QUORUM. A majority of the members of the Executive Committee shall constitute a quorum for the consideration of any matters properly considered by the Executive Committee.
ARTICLE XI – COMMITTEES
SECTION 1. GENERALLY. The Board of Directors may from time to time create committees of the Board of Directors with such powers as determined by the Board of Directors. All committees created by the Board of Directors may be dissolved by the Board of Directors at any time. Except as otherwise provided in these Bylaws, the Chair shall appoint the members of the committees and may appoint individuals who are not members of the Board of Directors to any committee, provided that a majority of the committee shall be members of the Board of Directors if the committee exercises the authority of the Board of Directors in the management of the Chamber. Other committees, not having and exercising the authority of the Board of Directors, may be created by the Board of Directors or by the Executive Committee and such committees need not be limited to members of the Board of Directors.
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 Chair 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 XII – FINANCES
SECTION 1. FUNDS. All non-dues money paid to the Chamber shall be placed in a general operating fund, unless specifically designate for a special purpose by the donor.
SECTION 2. DISBURSEMENT. Except for disbursements made in accordance with the annual budget approved by the Board of Directors, no funds of the Chamber shall be disbursed or divided unless approved, authorized and directed by the Board of Directors or the Executive Committee. Disbursements made in accordance with the annual budget approved by the Board of Directors shall be made only by the Chair, Chair-Elect, Treasurer, and Executive Director. The Executive Committee shall approve appropriate resolutions authorizing bank transactions, signatories and related matters.
SECTION 3. FINANCIAL OBLIGATION. Except as approved by the Executive Committee, no officer, member, Director, committee or other group shall incur any financial obligation on behalf of the Chamber that is not included in the annual budget approved by the Board of Directors.
SECTION 4. ANNUAL BUDGET. The Executive Director and Executive Committee shall work together to come up with the annual budget. A draft of the Budget shall be provided to the Board for review prior to the regular November Board meeting and shall be voted upon at the regular December Board meeting.
SECTION 5. APPROPRIATIONS. No officer, Director, employee or agent of the Chamber shall be authorized to disburse or pledge any funds of the Chamber except for legitimate business purposes.
ARTICLE XIII – EXECUTIVE DIRECTOR
The Board shall 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 shall be determined by the Executive Committee. The Executive Director shall be a non-voting member of the Board of Directors, Executive Committee and all other committees.
ARTICLE XIV - MEMBERSHIP MEETINGS
SECTION 1. ANNUAL MEETINGS. An annual meeting shall not be required, however, the Board may choose to hold an annual meeting of the members at such time and place as may be determined by the Board of Directors.
SECTION 2. NOTICE. Written notice of meetings stating the place, day and hour of the meeting shall be provided to all members electronically no later than ten (10) days prior to such meeting.
SECTION 3. QUORUM. Ten percent (10%) of the active membership (not including Honorary Members) shall constitute a quorum for the consideration of any matter coming before the membership.
SECTION 4. VOTING. For any vote of the membership required by the TBOC, the vote of a majority of those members present at a meeting held for such purpose shall be required to approve any matter.
ARTICLE XV – AMENDMENTS
SECTION 1. AMENDMENTS. These Bylaws may be amended, modified or repealed at any meeting of the Board of Directors by the affirmative vote of two-thirds (2/3) of the then- current members of the Board of Directors. Notice of any Bylaw amendments, modifications or repeal shall be provided to the Board of Directors not less than twenty (20) days prior to the meeting at which such amendment, modification or repeal is to be considered.
ARTICLE XVI – INDEMNIFICATION
SECTION 1. INDEMNIFICATION. The Chamber shall indemnify (which indemnification shall include, without limitation, the advancement of reasonable expenses) any person who is or was a Director or officer of the Chamber to the fullest extent required or permitted by applicable law. In addition, the Board of Directors shall have the power to indemnify (which indemnification shall include, without limitation, the advancement of reasonable expenses) to the fullest extent permitted by law such other persons as the Board of Directors may determine from time to time. The Chamber shall have the power to purchase and maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not the Chamber would have the power to indemnify any person under the foregoing provisions. Any amendment to this Article XVI shall be prospective and shall not reduce or eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring prior to the date of any such amendment.
ARTICLE XVII – MISCELLANEOUS
SECTION 1. ELECTRONIC SIGNATURES. The Chamber shall permit electronic signatures, whether digital or encrypted, of the Directors or officers to authenticate any written document, resolutions, or written consent and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ann. § 322.001 et seq.) as amended from time to time.
Bylaws Approved by Membership and Amended November 2022