CONSTITUTION AND BY LAWS OF
THE PORT O’CONNOR CHAMBER OF COMMERCE
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. All full voting memberships shall have their membership renewed in a successive year, namely March, upon renewal of dues.
Section 2. The minimum annual dues of the respective memberships shall be determined by a majority vote of the members of the Board of Directors present and voting. Dues shall be set for 1) Business membership and 2) Individual and couple, with one full voting membership. Membership dues can only be changed by a majority vote of the members of the 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 (ten) members; 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 resign, the remaining members of the Board may elect a replacement to serve the balance of the term of resigned or vacated member.
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 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 before their term expires. A successor may thereafter be elected for the remainder of the term by the Board of Directors.
Section 6. At any meeting of the Board of Directors, four (4) shall constitute a quorum.
Section 7. Officers of The Port O’Connor Chamber of Commerce shall consist of a President, a Vice President, a Secretary and a Treasurer as 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 their successors are elected and qualify.
Section 8. 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 the 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 First 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 Executive Committee. He/she shall perform all duties that may be assigned or required by the President and the Board of Directors. The Secretary should be responsible for all correspondence and should cooperate with the membership committee in maintaining an up to date membership roster. The Secretary shall preside at all membership meetings in the absence of the President and Vice-President.
- The Executive Committee 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 Executive Committee for a period not to exceed one (1) year. Officers of the Executive Committee will be appointed by the Board of Directors and their appointment will be announced at the first membership meeting. All vacancies on the Executive Committee shall be appointed by the President. The appointee shall serve out the remainder term of the predecessor. The committee 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 shall be decided upon by a majority vote of the Board of Directors.
Section 2. The Board of Directors, and all committees, shall determine suitable times of meetings for the transaction of regular business meetings. The Executive Committee shall meet no less than 10 times and shall meet once a month during the months of January – December. An Executive Committee quorum shall consist of one half (1/2) of the Executive Committee members.
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 and Executive Committee are responsible to call at least one (1) meeting in December, which shall be considered the Annual Membership Meeting.
Section 5. In all meetings of the Chamber of Commerce, the Board of Directors, and committees, the proceedings shall be governed by the “Roberts Rules of Order, Newly Revised”.
ARTICLE V – Elections & Voting
Section 1. Nominations for Officers and Directors shall be accepted from the floor prior to the Annual Meeting.
Section 2. Voting shall be accomplished in person, by secret ballot, at the Annual meeting. Absentee ballots are unacceptable. Only paid memberships and the Executive Committee shall have the right to one vote. The Secretary is responsible for the count.
Section 3. All elections are to be decided by a majority vote of 51% or more of the voting members present. In the event that 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.
ARTICLE VI – 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 VII – Insurance
Section 1. The Port O’Connor Chamber of Commerce shall provide an Event Liability policy, to be renewed annually.
ARTICLE VIII – Amendments
Section 1. The foregoing Constitution and Bylaws of the Port O’Connor Chamber of Commerce may be amended at any membership meeting. The amendment shall be presented in writing to the Executive Board prior to the meeting for review, and passed with a majority vote of the members present and voting at the next general membership meeting.
ARTICLE IX – Scholarship
Section 1. Each year the Board of Directors will budget Five Hundred Dollars ($500.00) to be awarded to an eligible recipient. There will be no more than Two (2) scholarships awarded per year in the amount of Two Hundred Fifty Dollars ($250.00) each or One (1) scholarship awarded in the amount of Five Hundred Dollars ($500.00).
Section 2. To be an eligible recipient, student must meet the following criteria: 1) Be a student of Calhoun County ISD or Homeschooled student living in Port O’Connor 2) Student must live in Port O’Connor or has lived in Port O’Connor while attending Calhoun ISD 3) Student must turn in a completed Port O’Connor Chamber of Commerce application. Application must be entirely completed and turned in by school scholarship deadlines to be eligible for scholarship.
Section 3. The Chairperson of the scholarship committee will review applications and select applicants that are best fitted for scholarship and present them to the board for final approval.
Approved at the executive meeting of the Port O’Connor Chamber of Commerce held November 13, 2017.
____/s/ Darla Parker______
Darla Parker, President