Section 1.01

The name of this organization shall be the Johnson City Chamber of Commerce, hereinafter referred to as the Chamber.

Section 1.02

All efforts shall be non-partisan in nature.

Section 1.03

The Chamber will not discriminate on the basis of race, color, religion, sex, national origin, age, handicapping condition, marital status, or political affiliation.

Article II. Purpose

Section 2.01

The purpose of the organization is to promote its membership and the business interests of Johnson City. This is to be done by the following objectives.

1. enhancing, advancing and promoting the well-being of commerce, industry, agriculture, ranching, education, artistic, and civic interests in the area,

2. undertaking an active leadership role in the community by initiating, coordinating or developing programs for the benefit of the business community,

3. encouraging communication between private and public sectors, business and labor, etc.,

4. being a representative of the business community and speaking on behalf of the business community to municipal, provincial, state, and federal governments.

Article III. Membership

Section 3.01

Any person, association, corporation, partnership, organization, or estate having an interest in the objectives of the organization shall be eligible for membership.

Section 3.02

Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually. Membership dues are non-refundable.

Section 3.03

The organization shall have five classes of members. The designation of each class shall be:

1. New Business

2. Business

3. Church or Non-profit

4. Family

5. Individual

Section 3.04

Those interested in membership may apply by delivering to a Board Director an application in a form approved by the Directors duly completed and signed by the applicant and accompanied by the appropriate dues amount.

Section 3.05

Membership will be good from March 1 to the last day in February. Members who are in default of membership dues for three months will forfeit all privileges until dues are paid.

Section 3.06

The membership of the Chamber consists of individuals, families, partnerships, corporations, organizations, and governmental agencies that have paid dues.

Section 3.07

Members are entitled to one vote per membership on each resolution put to a vote of the general membership.

Section 3.08

All members are encouraged to attend the regular meetings of the Chamber and the general meeting held annually as the Chamber Banquet.

Article IV. Board of Directors

Section 4.01

The Board of Directors shall consist of nine directors. Members of the Board shall serve a three-year term, with three Directors being elected annually by means of ballots furnished to the general membership.

Section 4.02

All newly elected Board members shall be seated at the regular February meeting and shall be participating members thereafter. Retiring Directors shall continue to serve until March 1.

Section 4.03

The Board shall be comprised of the president, vice-president, secretary, treasurer, and five other persons. The Board shall be comprised of a fair representation of the community. No more than five Board members shall hold family or individual memberships. No more than five Board members shall represent any one segment of community interest. The services of the Board shall be without fee as the Board shall be comprised of volunteers.

Section 4.04

The Board may from time to time appoint up to three additional directors.

Section 4.05

The qualifications for serving as a Board Member include:

1. member of the Johnson City Chamber of Commerce

2. own a business in Johnson City or live in Blanco County

3. the ability to lead

4. skill in oral and written communication

5. ability to interpret policies and guidelines

6. skill in organizing

Section 4.06

Any vacancy occurring on the Board and any directorship to be filled by reason of an increase in the number of directors or resignation of a director shall be filled by a vote of the Board. A director elected to fill a vacancy shall be for the unexpired term of the predecessor. A director elected by reason of an increase in the number of directors shall be for the remainder of that term.

Section 4.07

No more than one family member shall serve on the Board at any time. Family members are defined as parent, spouse, child, siblings, grandparent, grandchild, stepparent, and stepchild.

Section 4.08

Board members shall not accept pay, gratuity, or any other form of compensation for their efforts or vote. All expenses incurred working on Chamber projects are subject to Board approval.

Section 4.09

Any Board member who has three consecutive unexcused absences will forfeit the Board position. Any Board member may be removed by a majority vote of the directors if it is in the best interest of the Chamber and its goals and is non-prejudicial.

Section 4.10

The Chamber shall indemnify and save harmless each director from and against costs, charges or expenses arising out of the execution of the duties of his or her office, and also from and against all other costs, charges, and expenses which he or she sustains or incurs in or about or in relation to the affairs of the Chamber, except such costs, charges or expenses as are occasioned by his or her own willful act or default.

Article V. Officers

Section 5.01

The officers of the Chamber shall be president, vice-president, secretary, treasurer, and such other officers as may be elected in accordance with the provisions of this article. All rules that apply to Board members apply to officers. The term of office for the officers shall be one year.

Section 5.02

The officers of the organization shall be elected annually by a majority vote of the Board of Directors at the first meeting in January. Officers must come from the Board members chosen by the membership.

Section 5.03

The Directors may from time to time appoint such other officers and agents and authorize the employment of such other persons as may be necessary to carry out the objectives of the Chamber and such officers, agents, and employees shall have such authority and perform such duties as are determined by the Directors.

Section 5.04

The standard officer positions and duties are:

1. President: Official spokesperson for the organization; interprets the organization to the community; represents the business and professional leaders in activities; and serves as liaison between the Chamber and external entities. Presides at meetings of the Board and of the membership.

2. Vice-president: In absence of the President, perform those duties; work with committee chairs; plan for future of Chamber; and administer internal operations of Chamber.

3. Secretary: Keeps or supervises the keeping of the minutes of the meetings; maintains Board and membership directories; update Board notebooks; confirm attendance and determine quorum; and prepare agenda for regular meeting.

4. Treasurer: Receives funds; makes deposits, makes payments; accounts for funds; provides reports; obtains annual audits; and maintains non-profit status.

Article VI. Committees

Section 6.01

Committees are to be appointed by a majority vote of the Board. The president of the Board shall appoint the chair of each committee. A committee is to carry out their instructions as directed by the Board but has no power to commit the Chamber in any agreement unless the project has been approved by a majority vote of the Board. One Board member shall serve on each committee by attending its meetings and representing the Board. Directors may not delegate to any committee any power of the Directors.

Section 6.02

Committees can recommend policy to the Board but may not set policy affecting the overall operation of the Chamber. A committee may, however, set rules and regulations regarding committee procedures or action concerning its operation.

Section 6.03

Minutes and records of all committees shall be maintained by a committee member and will be available to any Chamber member if requested.

Section 6.04

Committee representative will provide a report of committee activities at the regular Board meetings.

Article VII Meetings

Section 7.01

A regular monthly meeting of the Board of Directors shall be held at a specified place to be designated by the president. Special meetings of the Board may be called by the president or at the request of any two directors. Special meetings will be held at a place designated by the president.

Section 7.02

The Directors may from time to time fix the quorum necessary to transact business, and unless so fixed, the quorum shall be a majority of the Directors then in office.

Section 7.03

A resolution in writing, signed by all the Directors, is as valid and effective as if regularly passed at a meeting of directors.

Section 7.04

Directors shall keep regular minutes of their transactions and meetings and shall cause them to be recorded. They shall report on their transactions and meetings to the membership at such times as the membership require. General information from the regular meetings shall be published for the general public through the news media or through a monthly newsletter.

Section 7.05

The annual meeting of the membership shall be in the form of a banquet. Tickets will be sold to offset the expense of the banquet. The objectives of the banquet will be to

1. recognize and thank the membership for support

2. recognize outstanding individuals in the community

3. recognize and thank outgoing Directors

4. recognize and introduce new Directors

5. provide information about Chamber accomplishments

6. kickoff membership drive

 

Section 7.06

Regular meetings of the committees appointed by the Board of Directors shall be held at a specified time and place to be designated by the committee chair.

Section 7.07

Committees shall keep regular minutes of their transactions and meetings and shall cause them to be recorded. They shall report on their transactions and meetings to the Board of Directors at the monthly regular Board meetings.

Article VIII Finances

Section 8.01

The Chamber shall have three funds

1. Banquet Fund - The Banquet Fund shall be used for deposits of funds received relating to the Banquet and to pay all Banquet related expenses. Following the closeout of the expenses the balance of funds are moved to the General Fund and/or to the Ambassador’s Funds as voted upon by the Board.

2. Ambassador’s Fund - The Ambassador’s Fund shall be used for deposits of funds received as a result of the Ambassador Committee’s fundraising efforts. This fund shall be used to promote the Johnson City business community.

3. General Fund - The General Fund shall be used for deposit of funds received as dues, donations, and all other funds paid to the Chamber other than for the Banquet and for the Ambassadors Fund. These funds shall be used to pay for the general expenses of the Chamber.

 

Section 8.02

As soon as possible after election of the new Board of Directors and Officers, the Budget Committee shall compile a budget of estimated expenses for the coming year and submit it to the Board of Directors for approval.

Section 8.03

Upon approval of the budget, the President and the Treasurer are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be by check.

Section 8.04

The Chamber of Commerce shall obtain and maintain a non-profit status.

Section 8.05

The Directors shall not borrow money for the Chamber.

Section 8.06

The fiscal year of the Chamber shall begin on March 1 and close on the last day of February in the next following year or such other period as the Directors may decide from time to time.

Section 8.07

The accounts of the Chamber of Commerce shall be reviewed as of the close of business on the last day of February by a public accountant, or a special qualified audit committee. The special audit committee shall not be comprised of any Director or committee member. The review shall at all times be available to members of the organization.

Article IX Miscellaneous

Section 9.01

Each member in good standing is entitled, upon request, to a copy of the minutes of Directors meetings and financial and other records of the Chamber.

Section 9.02

The Board of Directors is responsible for formulating the policies of the organization. The policies shall be reviewed annually and revised as necessary.

Section 9.03

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.

Section 9.04

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the membership at any regular or special meeting after notice of the modification has been published.