Saint Jo Chamber of Commerce
A NONPROFIT ORGANIZATION
109 S. Broad Street, P.O. Box 130, Saint Jo, Texas 76265
ARTICLE I
NAME
1.01. The name of this organization shall be the SAINT J0 CHAMBER OF COMMERCE, herein referred to as the Chamber.
ARTICLE II
LEGAL STATUS
2.01. The Chamber shall be a nonprofit, nonsectarian, nonpartisan, nonpolitical organization. It shall take no part in supporting petitions of any nature.
ARTICLE III
LOCATION AND PRINCIPAL PLACE OF BUSINESS
3.01. The principle office of the Chamber is in the State of Texas located at 109 S. Broad Street in the City of Saint Jo, County of Montague.
ARTICLE IV
PURPOSE AND MISSION STATEMENT
4.01. The purpose of the Chamber shall be to develop, encourage, and promote the growth and resources of Saint Jo and surrounding areas. The Chamber supports activities believed to be beneficial to the community and area, opposes those which might be detrimental, and in general promotes the common welfare of all the area citizens, following those policies intended to do the greatest good for the greatest number.
ARTICLE V
MEMBERSHIP
Section 1. General Membership
5.01. The Chamber shall have one class of members. General membership shall be those who have currently paid their dues as a business or an individual.
5.02. Upon payment of dues and completion of a Membership Information form, members shall receive a
Certificate of Membership and a copy of these by-laws, and their names and addresses shall be entered on the records of the Chamber.
5.03. Each membership shall be entitled to one vote on each matter submitted to a vote of the members.
5.04. A membership may be terminated for nonpayment of dues according to ARTICLE V, of these by-laws or for cause after an appropriate hearing and majority vote of the membership at a regularly scheduled meeting.
5.05. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member of the obligation to pay any assessments or other charges theretofore accrued and unpaid.
5.06. A dismissed member may be reinstated by payment of dues and/or all assessments and by a majority vote of the membership where a quorum is present.
5.07. The officers and Directors of the Chamber shall be elected annually by the membership at the December meeting with terms beginning January 1. Each officer shall hold office until his/her successor shall have been duly elected. Any member of the Chamber in good standing for a minimum of six (6) months prior to the election is eligible for election to any office.
Section 2. Duties of the Chamber
5.08. General meetings of the members shall be held monthly at the Chamber Building. Date, time, and location of meetings may be changed by the Board of Directors and/or membership as deemed appropriate.
5.09. Special meetings of the members may be called by the President, Board of Directors, or not less than one-tenth of the members.
5.10. Notice of meetings will be given during the week preceding the meetings and no less than twenty-four (24) hours prior to the meeting.
5.11. Meetings at which twenty (20) percent or more of the membership is present shall constitute a quorum and shall constitute authority for action.
5.12. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member and specifying the date and purpose for its use. No proxy shall be valid for more than six (6) months.
ARTICLE VI
OFFICERS
Section 1. Officers of the Chamber
6.01. The officers of the Chamber shall be a President, Vice President, Secretary, and Treasurer. New offices may be created and filled as deemed appropriate by the Board and membership.
Section 2. Duties and Responsibilities of Officers
6.02 Pursuant to the direction of the Board of Directors, the officers of the Chamber shall have the duty and responsibility to efficiently, diligently and prudently manage the day-to-day affairs of the chamber in a manner consistent with the purpose and mission of the Chamber and in compliance with these by-laws and all state and federal laws, rules and regulations.
Section 3. President
6.03 The President shall be the principal executive officer and registered agent of the Chamber and shall in general supervise the business and affairs of the Chamber. He/she shall preside at all meetings of the members and of the Board of Directors; and in the absence of the Secretary, shall appoint someone to take minutes of the meeting; sign, with the Treasurer or any other proper officer of the Chamber 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 thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other office or agent of the Chamber; and in general shall perform all duties incident to the office of President. The President of the Chamber may, from time to time, appoint such other ad hoc committees of the Board of Directors as may be required to undertake specific missions and/or deal with specific issues concerning the Chamber.
Section 4. Vice-President
6.04 In the absence of the President or in the event of his/her inability or refusal to serve, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be assigned by the President or Board of Directors.
Section 5. Secretary
6.05 The Secretary shall record and report the minutes of the membership meetings (in the absence of the Secretary, the President shall appoint someone to record the minutes); give all official notices; at the end of each calendar year the Secretary shall file a copy (hard or digital) of Chamber records for that calendar year at the registered office; be custodian of the seal of the Chamber, and affix the seal of the Chamber on certificates of membership; keep a register of the mailing address and telephone number of each member; and in general perform all duties incident to the office of Secretary and/or as requested by the President. The Secretary shall handle all correspondence to and from the Chamber, distributing mail to proper channels.
Section 6. Treasurer
6.06 The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Chamber; receive and give receipts for moneys due and payable to the Chamber from any source whatsoever, and deposit all such moneys in the name of the Chamber in the bank designated by the Board; pay bills and disperse funds as directed by the Board; and in general perform all the duties incident to the office of Treasurer. Checks in excess of three hundred dollars ($300) must be cosigned by the President or Vice President. At each regular Chamber meeting, the Treasurer will give a full oral report of all checks/moneys received and/or paid (including Chamber Building rental) with bank statements available for examination at the meeting. A written report will be attached to the minutes of that meeting.
ARTICLE VII
BOARD OF DIRECTORS
Section 1. Duties and Responsibilities
7.01 The Board of Directors shall have three (3) general duties and responsibilities: (a) to diligently safeguard the property and assets of the Chamber; (b) to promulgate and enforce policies and procedures to ensure that the affairs of the Chamber are conducted in an efficient, prudent and business-like manner, and in compliance with these by-laws, and all state and federal laws, rules and regulations and; (c) to diligently promote and advance the Chamber and its mission to ensure that sufficient funds are raised to accomplish the mission of the Chamber.
7.02 Duties of the Board of Directors (herein referred to as the Board) are as follows:
- The Board shall have sole authority to fill a vacancy of an officer or member of the Board for the remainder of a term of office.
- The Board shall authorize non-operating expenses.
- The Board shall authorize the making of any deed, mortgage, bond, contract, or other legal instrument and shall report such at the next general membership meeting.
- The Board shall designate the depository for any funds of the Chamber.
- The Board shall hold impeachment hearings for any officer or Board member who flagrantly misuses his/her office. Removal from office shall be by a vote of the membership.
- The Board has the responsibility to assign duties as necessary in unforeseen situations which may arise.
- The Board may accept, on behalf of the Chamber, any contribution, gift, bequest, or device for general purposes or for any special purpose of the Chamber.
- The Board may determine the amount of the annual dues.
- The Board may bring recommendations on any situation to the membership at any time.
- The Board shall appoint a Secretary from its members to record the minutes of each Board meeting and to report to the next regular membership meeting with said minutes available and to be read at the next Board meeting.
7.03 A regular meeting of the Board of Directors shall be held at least once a month. Special meetings of the Board of Directors may be called by the President or any two (2) Directors upon notification of all Board members.
7.04 A Majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
7.05 No Director shall receive compensation for his/her services.
Section 2. General Powers
7.06 The business and property of the Chamber shall be managed and controlled exclusively by the Board of Directors. Subject to the restrictions imposed by law and by these by-laws, the Board of Directors shall exercise all the powers of the Chamber.
Section 3. Constitutional Directors
7.07 By virtue of their office, two individuals shall automatically be de facto members of the Board of Directors; the president of the Chamber, and; the immediate past president of the Chamber.
Section 4. Qualifications for Directors
7.08 Each Director must live in the Saint Jo area; be a member in good standing of the Chamber, and be known to the community as a person of good repute.
Section 5. Number of Directors
7.09 The number of Directors shall be seven (7), to include six (6) elected Directors and the immediate
past-president. Elected Directors shall serve a term of three years; the immediate past-president shall serve until a new President is elected. Any Director who was elected for a three-year term shall be eligible for reelection to the Board of Directors.
Section 6. Staggered Terms
7.10 Terms are staggered (so that not all positions become vacant at once and to provide continuity in Chamber activities) so that two Directors will be elected annually in December by the membership, with terms commencing on January I.
Section 7. Eligibility
7.11 Except as stated herein, any member of the Chamber in good standing for a minimum of six months prior to the election is eligible for election to the Board.
Section 8. Conduct of Board meetings and voting
7.12 The current President conducts Board meetings, voting only when necessary to break a tie. Officers are encouraged to participate in Board meetings. All Board members and officers are eligible. to vote.
ARTICLE VIII
COMMITTEES
Section 1. Permanent Standing Committees of the Board of Directors
8.01 There shall be one permanent standing committee: the Budget and Finance Committee. The Committee shall have the general duty and responsibility to oversee the financial affairs of the Chamber.
Section 2. Standing Committees of the General Membership
8.02 Standing committees shall be as follows:
MEMBERSHIP: Promote membership and present membership certificates.
PUBLIC RELATIONS: Publicize actions and activities of the Chamber.
ACTIVITIES: Plan and implement activities and events of the Chamber.
BUSINESS DEVELOPMENT: Promote Saint Jo for development of business, industry, and tourism.
COMMUNITY DEVELOPMENT: Promote the improvement of the quality of life in the Saint Jo area through interaction with other area organizations.
8.03 A chairperson of each committee shall be appointed by the President and shall be responsible to the President and the Board of Directors. Each chair shall select committee members and shall report committee activities at each regularly scheduled membership meeting. In the absence of the chair, another committee member shall report. Each committee chair and member shall serve for one year beginning January 1. Committee chairs shall be Chamber members in good standing, spouses of members or owners, or employees designated by the owners of business memberships.
Section 3. Nominating Committee
8.04 The Nominating Committee, made up of the Chairs of the Standing Committees plus two people elected by the membership, shall be placed in order at the October membership meeting. Their recommendations shall be presented to the membership at the December membership meeting, with the election of officers and Directors to be conducted by written ballot at the meeting after nominations have been taken from the floor.
Section 4. Election Committee
8.05 At the November meeting of the Board of Directors, an Election Committee Chairperson shall be appointed by the President to prepare ballots to be used at the December meeting. The Chairperson shall select two (2) additional members at the December meeting. The Committee shall add to the ballots any accepted nominations from the floor, distribute ballots, collect all marked ballots, count the ballots and report the election results before adjournment of the meeting.
Section 5. Additional Provisions
8.06 Chairpersons shall select their committee members.
8.07 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.
8.08 A majority of the whole committee shall constitute a quorum.
8.09 Each committee may adopt rules for its own government consistent with these by-laws or with rules adopted by the Board of Directors.
8.10 Records of committee meetings and activities shall be maintained and submitted to the Board of Directors at the completion of its activity.
Section 6. Other Committees
8.11 Other committees may be organized with chairs appointed by the President as deemed necessary.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 1. Books and Records
9.01 The Chamber shall maintain complete books, records of account and minutes of meetings at the Chamber office. All books and records of the Chamber may be inspected by any member for any purpose at any reasonable time.
9.02 A calendar will be posted in the Chamber meeting room on which all dates and times of Chamber Building use will be noted prior to such use.
Section 2. Fiscal Year
9.03 The fiscal year of the Chamber shall begin on the first day of January and end on the last day in December of each year.
Section 3. Dues
9.04 The Board of Directors may determine the amount of annual dues.
9.05 Dues shall be payable in the month of January of each year. New members joining after the sixth (6th) month shall have dues prorated by fifty (50) percent for that year.
Section 4. Chamber Seal
9.06 The seal shall be in the form of a circle with the words “Seal of the Saint Jo Chamber of Commerce” inscribed thereon.
Section 5. Amendments to By-Laws.
9.07 The Board of Directors may recommend changes to these by-laws which must be approved by a two-thirds (2/3) majority vote of the general membership to become effective.
Section 6. Donations to the Chamber
9.08 Donations received must be reported to the Board and submitted to the Treasurer to be reported to the membership.
Section 7. Distribution of Assets on Dissolution
9.09 Should the Saint Jo Chamber of Commerce dissolve, its assets would be granted to another non-profit organization from Saint Jo that is exempt from taxes under Internal Revenue code section 501(a). The Saint Jo Chamber Board of Directors will provide a list of eligible non-profits. From the list, a non-profit heir(s) would be determined by the general chamber membership by exception vote.
