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HEMPSTEAD CHAMBER OF COMMERCE

BY-LAWS

ARTICLE 1. PURPOSE AND INTENTION

These BY-LAWS are to supersede and replace all and any former BY-LAWS, as amended, of the incorporated organization known as the HEMPSTEAD CHAMBER OF COMMERCE.

ARTICLE II. Membership

ELIGIBILITY - Any person, association, corporation, partnership, or government entity having an interest in the objectives of the CHAMBER shall be eligible to apply for membership. Application for membership shall be in writing or on the Website on forms provided for that purpose and signed by the applicant. The applicant shall become a member in good standing upon receipt of the application form, or renewal, and payment of dues.

Any members in good standing may designate an individual representative to exercise all rights of members.

DUES - Membership dues shall be paid at such rate of rates, established from time to time by the BOARD OF DIRECTORS (hereafter known as BOARD), and payable in accordance with the schedules and at the times specified by the BOARD.

RENEWAL - Membership will automatically renew each year.

TERMINATION of membership occurs when

a) A member resigns from the CHAMBER by notification to the BOARD OF DIRECTORS (Refund of membership dues or any portion of dues will not be made to the resigning member)

b) Members dues are delinquent more than one hundred eighty (180) days from the invoice date unless otherwise extended by the BOARD.

c) A member is removed by a majority vote of the BOARD OF DIRECTORS for conduct considered unbecoming a member after written notification and an opportunity for a hearing with the BOARD.

ARTICLE III. ELECTION OF BOARD MEMBERS

The Chamber Board may consist of up to 9 Board Members. It shall be the responsibility of all such MEMBERS IN GOOD STANDING and GOOD ATTENDANCE, which is herein defined as having attended 35% or more of regularly scheduled meetings in a consecutive 12 month period prior to the month the election of board members is taking place. Members in GOOD STANDING and GOOD ATTENDANCE shall elect fellow members to serve on CHAMBER’s BOARD, as prescribed in Article III of these BY-LAWS. In any proceeding in which voting by members is called for, each member in good standing and good attendance shall be entitled to one vote.

Anyone running for a BOARD position must be a member in good standing and good attendance prior to being elected to BOARD position. Each BOARD member will be elected for a three year term by plurality vote of all CHAMBER members in good standing and good attendance present at the ANNUAL MEETING of the CHAMBER as defined in Article VI, with BOARD members being elected in alternating years as follows: 1/3 of members to be elected during odd number years and 1⁄3 of members to be elected during even numbered years. BOARD members elected at such meetings will serve for three years, beginning on January 1 following his/her election, and ending on December 31, of the third year of service. Once elected as a BOARD member, each member will serve his/her 3-year term in its entirety unless terminated by the following method:

1) A member may resign voluntarily, either from the BOARD or from position as an officer: this resignation is to be in written form, and signed by the Resigning member, and is to be retained by the BOARD as a part of its permanent records.

VACANCIES on the BOARD are to be recommended by the President and filled by the plurality vote of all CHAMBER members in good standing and attendance present at any regularly scheduled meeting for which there is a vacancy to be filled. The newly-elected member will serve whatever portion of the resigned member’s three-year term is still remaining.

ARTICLE IV. OFFICERS AND OFFICERS RESPONSIBILITIES

You must have served 6 months on the Board of Directors before becoming eligible to serve as an officer.

PRESIDENT - The President shall serve as the chief elected officer of the CHAMBER and shall preside at all meetings of the membership, BOARD meetings, and EXECUTIVE COMMITTEE meetings. The President shall appoint all Committee Chairs with the advice of the BOARD and may serve as an ex officio member of the Executive Committee With approval of the Board, the President and another member of the Executive Committee may sign all deeds, contracts, and other instruments on behalf of the CHAMBER and the BOARD.

VICE PRESIDENT - In the event of a vacancy in the office of President, the Vice President shall automatically succeed to that office for the remainder of the unexpired term, without the loss of eligibility of a full term of office. Will preside at all meetings of the membership and/or BOARD in the absence, inability or disqualification of the PRESIDENT of the CHAMBER, and is such cases and/or events, the VICE PRESIDENT so acting shall assume all of the duties and privileges of PRESIDENT.

SECRETARY - will keep an accurate and up-to-date membership roster, including status of dues payments, and will keep minutes and any other records of proceedings and actions taken at any and all regular or special meetings of CHAMBER and/or BOARD. These records are to be posted on the CHAMBER web-site and kept in an organized manner and are to be a part of CHAMBER’s permanent files. All so tasked with posting to the CHAMBER social media accounts, reading and responding to the CHAMBER e-mail accounts.

TREASURER - The Treasurer shall be responsible for the safeguarding of all funds received by the CHAMBER and for their proper record-keeping and disbursement (this includes the PayPal account). Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the BOARD. Checks are to be signed by any two (2) of the Executive Committee members listed on the signature card at the bank.

The Treasurer shall serve as Chair of the Budget and Finance Committee. The Treasurer shall present a monthly financial report to the BOARD and an annual financial report to the general members.

BOARD may from time to time, as funds permit, elect to contract with a non-BOARD member individual or firm for the performance of some or all of the officers’ duties described above; in such instances, those duties so contracted shall then be performed by said contractor but the final responsibility for each officers’ duties, as described above, shall remain with the officer so elected.

EXECUTIVE COMMITTEE - The Executive Committee shall act for and on behalf of the BOARD when the BOARD is not in session; but shall be accountable to the BOARD for its actions. It shall be composed of the President, Vice President, Secretary, Treasurer and one (1) BOARD member appointed by the President.

If the CHAMBER employs an Executive Director, the Executive Committee will oversee the Executive Director and make performance recommendations to the BOARD.

APPOINTMENT AND FUNCTIONS - The President, by and with the approval of the Board, shall appoint all committees and committee leaders. The President may appoint such ad hoc committees and their leaders as deemed necessary to carry out the programs of the Chamber. Committee appoints shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless the BOARD approved a different term. Each member of the Board shall Chair at least one Committee. It shall be the function of committees to carry on such activities as may be delegated to them by the BOARD and to make recommendations to the BOARD.

ARTICLE V. BOARD OF DIRECTORS

The BOARD shall have the authority to conduct all business associated with CHAMBER operations as defined in the ARTICLES and/or BY-LAWS. The BOARD shall have control of the use of CHAMBER funds, and shall have the power to establish a fee schedule for dues upon any or all of its members as a condition of membership; the financial obligation of any member to CHAMBER is limited to said annual dues, and the BOARD can in no way obligate any member for the payment of any debts or other liabilities of CHAMBER,without the express consent of said member, in excess of annual dues.

The governance and policy-making responsibilities of the CHAMBER shall be vested in the BOARD, which shall control its property, its finances, and direct its affairs. The BOARD may employ administrative personnel to conduct the daily affairs of the CHAMBER subject to available funds.

ARTICLE VI. MEETINGS AND QUORUM

CHAMBER meetings may be called as needs arise. At any meeting, either regular or special, a quorum of not less than 5 BOARD members in attendance is necessary for business to be conducted. The BOARD shall meet once a month, or minimum of ten (10) times each year, the time to be fixed by the BOARD. A simple majority of voting BOARD members shall constitute a quorum at any meeting of the BOARD. Said monthly meetings shall be held on the second Monday of each month, at the Chamber office located at 910 11th Street in Hempstead, or whatever location deemed by the BOARD. Special meetings of the BOARD may be called as need arise.

The Annual Meeting of the CHAMBER membership shall be held in November, unless it is found by the BOARD to be desirable and prudent to change the date. Notices will be mailed/emailed to the membership at least ten (10) days prior to the event.

General meeting of the CHAMBER may be called by the President at any time, or upon petition in writing of any 10% members in good standing and good attendance. An agenda and meeting notice of special meetings shall be emailed to each member at least ten (10) business days prior to such meetings. At any duly called Membership meeting of the CHAMBER, 5% of the members in good standing and good attendance shall constitute a quorum. The presence of five (5) voting Directors at ANY meeting, either regular or special, shall constitute a quorum for the transaction of Business.

A board member is also considered present if attending a chamber meeting by electronic means of video conference or teleconference, in the event that he/she is not physically able to attend.

ARTICLE VII. VOTING

A majority vote of BOARD members in good standing and attendance at any regular or special meeting of BOARD at which a quorum is present is necessary for approval of any business which may arise.

A plurality vote of all CHAMBER members in good standing and good attendance in attendance at any meeting in which BOARD members are elected, or at which such vacancies therefore are being filled, will be necessary for the election of any such BOARD member.

The BOARD may choose to use WRITTEN BALLOTS to handle regular CHAMBER business, if the use of this method is necessary to conduct business in an expedient manner. Written ballots will be prepared by the BOARD member making the proposal, stating the proposal and show an expiration date thereof, and be distributed by said members to all BOARD members and shall be returned to the SECRETARY, in hand, on or before said expiration date. A majority vote of all BOARD members shall be necessary to enact any such proposal; any ballot not returned by the expiration shall be deemed as a vote against the proposal.

ARTICLE VIII. AMENDMENTS TO BY-LAWS

An annual review of BY-LAWS and Policies; the President shall present to the BOARD at the beginning of each calendar year a list of the active By-Laws and Policies adopted by previous BOARDS for review and/or comment.

ARTICLE IX. ADOPTION

These BY-LAWS shall become effective upon approval by 1/2 of the members of the BOARD.

ARTICLE X. FINANCES

The BOARD, by resolution shall select the depository for CHAMBER FUNDS, the methods of disbursing funds, required signature for disbursements, and amount of any petty cash fund for incidental expenditures. All money paid to the CHAMBER shall be placed in one or more operating funds. Funds shall be fully accounted for and documented by records as to date, amount, source, and purpose. As soon as possible after election of the new BOARD and OFFICERS, the President, Vice President and Treasurer shall develop the BUDGET for the coming year and submit it to the BOARD for approval. Reasonable effort should be made to produce an approved budget to be effective on January 1st. Upon approval of the budget, the President, Vice President, and Treasurer is authorized to make disbursements on the accounts and expenses provided for in the budget without additional approval of the BOARD. Disbursements shall be by check and records showing each disbursement as to date, amount, recipient, purpose of expenditure, and where reasonably practical, an invoice sustaining such disbursement for the Treasurer. The fiscal year of the CHAMBER shall begin January 1st of one year and close on December 31st of the same year.

The accounts of the CHAMBER shall be audited annually as to the close of business December 31st by an Audit Committee appointed by the President or by a certified public accountant.

ARTICLE XI. LIMITS OF AUTHORITY

Limitations - No action by any member, committee, director, officer, volunteer or employee shall be binding up or constitute an expression of the policy of the CHAMBER until it has been ratified by the BOARD.

ARTICLE XII. DISSOLUTION

The CHAMBER shall use its funds only to accomplish the objectives and purpose specified by these BY-LAWS 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 as defined in IRS Section 501


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Hempstead Chamber of Commerce   910 11th St, Hempstead, TX 77445  (346) 298-0551 P.O. Box 517, Hempstead, TX 77445

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