AMENDED & RESTATED
CONSTITUTION AND BY LAWS OF
THE PORT O’CONNOR CHAMBER OF COMMERCE
(Amended on and as of April 12, 2021)
ARTICLE I – Name and Purpose
Section 1. This organization shall be known as the “Port O’Connor Chamber of Commerce”. This organization will be a non-profit organization.
Section 2. The purpose and object of this organization is, and shall be, the advancement of the commercial, industrial, agricultural, and civic interests of Port O’Connor, TX.
ARTICLE II – Membership & Dues
Section 1. Membership shall be open to any business or individual who subscribes to the principals and requirements of these bylaws. There will be two classes of membership, 1) Business, and 2) Individual and/or Couple. Each membership constitutes one full voting membership. If the membership is for a couple, then that class of membership only gets one vote. All full voting memberships shall have their membership renewed in a successive year, namely January, upon renewal of dues.
Section 2. The minimum annual dues of the respective memberships shall be determined by a majority vote of the Board of Directors present and voting. Dues shall be set for 1) Business membership and 2) Individual and couple. Membership dues can only be changed by a majority vote of the full Board of Directors.
ARTICLE III – Directors, Officers, and Duties
Section 1. The entire management of the affairs of the Port O’Connor Chamber of Commerce shall be vested in the Board of Directors, composed of a minimum of eight (8) and a maximum of ten (10) Members; Subject to Article III, Section 4, such Members to be elected at the annual membership meeting as hereinafter provided. The Board of Directors shall define the policies of the organization, direct the activities of the departments, have control of the collections and expenditures of its funds, confirm contracts and in fact do all things necessary for the proper operation of the Port O’Connor Chamber of Commerce, in that it may fulfill the functions for which it was organized.
Section 2. Board Members shall be nominated each year and shall be elected to the Board of Directors of the Chamber of Commerce for a term of two (2) years. Such election to be held at the annual membership meeting, as hereinafter provided.
Section 3. Should a Director(s) resign, the remaining Members of the Board of Directors may elect a replacement to serve the balance of the term of resigned or vacated Member by a majority vote of the full Board of Directors.
Section 4. If the elected term of the immediate past president of the Chamber of Commerce has expired, he/she shall be a Member of the Board of Directors for one (1) year following his/her term of office. In such event, the total maximum number of directors may be eleven (11).
Section 5. Any director that cannot fulfill their duties as a Board Member may be removed from office by a majority vote of the full Board of Directors before their term expires. A successor may thereafter be appointed for the remainder of the term by the full Board of Directors.
Section 6. At any meeting of the Board of Directors, one-half (1/2) of the full Board of Directors shall constitute a quorum.
Section 7. The Board of Directors is responsible for and may establish procedures and formulate policies of the Chamber. The Board of Directors is also responsible for adopting all policies, and position statements of the organization.
Section 8. Officers of The Port O’Connor Chamber of Commerce shall consist of a President, a Vice President, Secretary, and a Treasurer as its officers. All such officers shall be a member of the Board of Directors. All officers shall be elected by the Board of Directors and shall serve a term of one (1) year or until his/her successor is elected.
Section 9. Duties of Officers
- The President shall be the principal executive officer, and shall preside at all meetings of the membership, as well as the Executive Committee. He/she shall perform all duties ordinarily incident to the office of President and advise such actions as may be deemed by him/her likely to increase the efficiency of the organization and carry out the purpose of the organization. The President of the Port O’Connor Chamber of Commerce may appoint and/or revise, with approval of the Board, such committees as may be found necessary from time to time, to further the objectives of this organization, including an audit committee to report upon the financial condition of the Chamber each year. The President shall be the ex-officio member of each committee and shall carry out all other duties assigned in these by-laws.
- The Vice-President shall preside at all meetings of the membership in the absence of the President and shall perform the duties usually incident to the office of Vice President. In case of a permanent vacancy for any cause, in the office of the President, the Vice-President shall assume the office of the President for the remainder of the term of office.
- The Treasurer shall supervise the collection of money due and disbursement of the funds of the organization, under such rules and regulations as may be made by the Board of Directors. He/she shall prepare a financial statement and at each general meeting shall report on the financial condition of the Chamber of Commerce to the membership for approval.
- The Secretary shall attend and maintain an accurate record of the proceedings of the meetings of the membership and Board of Directors. He/she shall perform all duties that may be assigned or required by the President and the Board of Directors. The Secretary is responsible for all correspondence. The Secretary shall preside at all membership meetings in the absence of the President and Vice-President.
- The Board of Directors shall consist of the four (4) elected officers, and the minimum of the four (4) and maximum of six (6) elected at-large members. An outgoing President shall become an at-large member of the Board of Directors for a period not to exceed one (1) year. Officers of the Board of Directors will be appointed by the Board of Directors and their appointment will be announced at the first membership meeting. The Board of Directors shall be responsible for the performance of the day to day activities, call general membership and special meetings, present recommendations for action by the general membership and control finances for the organization.
ARTICLE IV- Meetings
Section 1. Membership meetings of this organization shall be held at such time and place as decided upon by a majority vote of the full Board of Directors.
Section 2. The Board of Directors, and all committees, shall determine suitable times for the transaction of regular business meetings. The Board of Directors shall meet no less than twelve (12) times a year and shall meet at least once a month. A Board of Directors quorum shall consist of one half (1/2) of the full Board of Directors.
Section 3. Special meetings of the Board of Directors shall be held at such time and place, as may be designated by the President, or then such special meetings shall be held upon the call of a majority of the Board of Directors.
Section 4. The Board of Directors is responsible to call at least one (1) meeting in December, which shall be considered the Annual Membership Meeting. The Board of Directors may change the date of the Annual Membership Meeting so long as it does not go longer than 15 months without a meeting.
Section 5. In all meetings of the Chamber of Commerce, the Board of Directors, and committees, shall be governed by the “Roberts Rules of Order, Newly Revised”.
ARTICLE V – Elections & Voting
Section 1. At any Board of Directors meeting the President may appoint a Nominating Committee for open positions on the Board of Directors. In addition, all voting may be done by mail, facsimile, email or any other method approved by the majority of the full Board of Directors.
Section 2. All elections are to be decided by a majority vote of 51% or more of the voting Members. If no one person in an election acquires 51% or more of the vote, a run-off between the two individuals with the highest percentage of votes shall be conducted without delay to determine the majority vote.
Section 3. All newly elected Board Members and officers shall be installed and seated at the first regular Board of Directors meeting following the election.
ARTICLE VI – Committees
Section 1. The President, by and with the approval of the Board of Directors, shall appoint such Ad Hoc Committees and chairpersons as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless the Board of Directors approves a different term. It shall be the function of any appointed committee to make investigations, conduct studies and hearings, make recommendations to the Board of Directors and to carry on such activities as may be delegated to them by the Board of Directors.
Section 2. Each committee shall prepare its own policies and procedures; however, no action by any Ad Hoc Committee Member, employee, director or officer shall be binding upon, or constitute an expression of the policy of the Chamber until it has been approved or ratified by the Board of Directors.
ARTICLE VII – Notices
Section 1. Whenever, under the provisions of any law or these Bylaws, notice is required to be given to any Member, Board Member or committee member of the Chamber, notice may be given in writing by hand delivery, by confirmed facsimile transmission, by electronic message or mail, by the Chamber chat email, text message, or by U.S. mail, addressed to such Member, Member of the Board or committee member at such person’s address as it appears on the records of the Chamber. Notice by electronic means shall be deemed to be delivered when the electronic mail does not result in a “failed delivery notification” from the Internet Service or phone provider.
ARTICLE VIII – Meetings by Telephone or Other Remote Electronic
Section 1. Subject to the provisions of applicable law and these Bylaws regarding notice of any meetings, Board of Directors, or members of any committee, may, unless otherwise restricted by law, by the Certificate or by these Bylaws, participate in and hold a meeting of the general membership, Board or any committees, by using conference telephone or similar electronic communications equipment. Participation in such a meeting pursuant to this section shall constitute presence for quorum.
ARTICLE IX – Fiscal Year
Section 1. The fiscal year of the Port O’Connor Chamber of Commerce shall begin on the first day of January of each year and terminate on the 31st day of December of said year.
ARTICLE X – Insurance
Section 1. The Port O’Connor Chamber of Commerce shall provide a General Liability and Event policy, to be renewed annually.
ARTICLE XI– Amendments
Section 1. The foregoing Constitution and Bylaws of the Port O’Connor Chamber of Commerce may be amended at any membership meeting. Inclusion of the amended bylaws shall be presented in writing to the Board of Directors for consideration at the next Executive Session.
These amended bylaws supersede all previous bylaws of the Chamber and shall be placed in the corporate records of the Chamber as the official Bylaws that shall govern until such further amendment.
Approved at a general membership meeting of the Port O’Connor Chamber of Commerce held April 12, 2021.
/s/ Darla Parker President