Chamber Bylaws

Northwest Tarrant Chamber of Commerce Bylaws
Article I – Name
This organization is incorporated as a not-for-profit corporation under the laws of the State of
Texas and shall be known as the Northwest Tarrant Chamber of Commerce.
Article II – Purpose/Mission
Mission Statement: “The Mission of the Northwest Tarrant Chamber of Commerce is to serve,
support, and promote business and tourism.”
Article III – Membership
Section 1
Any business, association, organization or individual subscribing to the purpose/mission of the
Northwest Tarrant Chamber of Commerce shall be eligible for membership in accordance with
the Policies of the Board of Directors.
Section 2
Membership Investments shall be at such a rate or rates, schedule or formula as may be from
time to time prescribed by the Board of Directors, payable annually. Transfer of Membership
shall be limited to the Policy as set forth by the Board of Directors.
Section 3
In any proceeding in which voting by members is called for, each member in good standing shall
be entitled to cast one (1) vote.
Article IV – General Membership Meetings
Section 1
General membership meetings will be held regularly on a day and time determined by the Board
of Directors. At any meeting that requires a vote of the membership, notice thereof will be given
at least ten (10) days before said meeting.
Article V – Board of Directors
Section 1
The Board of Directors of the Chamber is the governing body that is responsible to set the course
of the organization and monitor the overall operations. In order to serve as a member of the
Board of Directors, an individual must be a member of the Chamber or an employee of a
Chamber member or under contract to a Chamber member. It is the consensus of the Board that
focuses the mission of the entity, elects the officers of the organization, retains the Executive
Director, appoints the committee chairpersons, approves the budgets, and makes the policy
decisions that affect the operation of the Chamber.
Section 2
The Board of Directors of the Chamber shall be comprised of twelve (12) elected members and
one (1) representative from each City that is a member of the Chamber and one (1) representative
from each school district that is a member of the Chamber. Elected Directors shall serve a three
(3) year term.
Nomination and Election of Directors:

1. The election of new members of the Board of
Directors shall be held prior to October 31 of each year. Newly elected Directors will begin
terms on January 1. Each year four (4) Directors will be elected.
2. The Board Chair shall appoint a Nominating Committee of three (3) Chamber members. The
Chair-Elect will serve as the Chair of the Nominating Committee along with two (2) other
members. The Executive Director and Chairperson will shall serve as ex-officio members of the
committee. The Nominating Committee shall recommend a slate of proposed Directors, to be
elected by the Board of Directors and ratified by the membership.
3. No Chamber member may have more than one voting representative serving on the Board of
Directors.
4. A member of the Board of Directors who has completed a three-year elected term may not be
eligible to be re-elected until one year has passed, except in the case that a retiring Director is
elected Chairman and must serve an additional year to fulfill that office.
5. In the event that a member of the Board of Directors is unable or unwilling to complete the
elected term, the Board of Directors may appoint a replacement who will serve with the same
responsibilities of an elected Board member for the unexpired term of his or her predecessor in
office.
6. Additionally, non-voting, ad hoc advisors may be appointed to the Board by the Board Chair.
7. The Board of Directors is responsible for establishing procedure and formulating policy of the
organization. It is also responsible for adopting and adhering to all policies of the organization.
These policies shall be maintained in a policy manual that is to be reviewed and revised as
necessary.
Section 3
Regular Board of Directors’ meetings will be held in accordance with the policy of the Board.
All meetings of the Board shall be conducted in accordance with parliamentary procedures as
outlined in the most current edition of ROBERTS RULES OF ORDER. A majority of the
Board of Directors in attendance shall constitute a quorum.
Section 4
Special or emergency meetings may be called with twenty-four (24) hours advance notice as
defined by Board Policy.
Section 5
Any Director or Officer is subject to removal by the Board of Directors should he/she miss three
(3) consecutive meetings or in accordance with Board Policy.
Article VI – Officers and Staff
Section 1
The Officers of the Chamber shall be Chairman, Chair-Elect, Treasurer/Secretary, and as many
Vice-Chairmen of the Board as deemed necessary to conduct the activities of the Chamber.
Section 2
The officers of the Chamber shall be elected from a slate nominated by the same nominating
committee appointed by the Chairman to select the Board nominations. Following the annual
election of directors, the Board of Directors shall elect the Chairman, Chair-Elect, Treasurer and
as many Vice Chairmen as deemed necessary to conduct the activities of the Chamber.
Board Chairman
The Board Chairman shall preside over all Board meetings and regularly scheduled membership
meetings. The Chairman shall, with the advice and council of the Executive Director, assign
vice-chairmen to divisional or departmental responsibility, subject to the approval of the Board.
The Chair may be an ad hoc member of all committees and may delegate duties to the balance of
the Board as seen fit.
Chairman-Elect
The Chairman-Elect shall exercise the powers and authority as well as perform the duties of the
Chairman in the absence or inability of the Chairman to serve.
Vice Chairmen
The Vice-Chairmen shall direct the work of the committees and divisions assigned to them.
Treasurer/Secretary
The Treasurer shall be responsible for the safe-guarding of all funds received by the Chamber
and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or
invested in a manner approved by the Board of Directors. The Treasurer shall cause a financial
report for each month to be made to the Board. The Secretary shall cause minutes of the Board
of Directors meetings to be taken and shall ensure the maintenance of the corporate records of
the Chamber.
Immediate Past Chairman
The Immediate Past Chairman shall sit as an ad hoc advisor to the Board for the purpose of
continuity. The Immediate Past Chairman will not be elected as a member of the Board and will
have no voting authority. The intended role of the Immediate Past Chairman is purely as an
experienced advisor.
Section 3
Executive Committee
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is
not in session, but shall be accountable to the Board for its action. It shall be composed of the
Chairman, Immediate Past Chairman, Chairman-Elect, and Treasurer/Secretary. The Executive
Director shall serve on this committee upon request of the Committee.
Section 4
Executive Director
The Executive Director is a paid position that reports directly to the Board of Directors. It is the
duty of the Executive Director to promote the Northwest Tarrant Chamber of Commerce and
carry out the directives of the Chamber Board. Compensation and benefits for the Executive
Director shall be determined by the Board of Directors.
Other Staff
With Board approval, the Executive Director may create additional staff positions to handle
necessary administrative functions of the Northwest Tarrant Chamber of Commerce and carry
out the directives of the Executive Director. These positions will report directly to the Executive
Director. The Executive Director may choose the applicants to fill these positions and may set
the compensation within approved budgetary guidelines. The Executive Director may terminate
these positions if needed.
Article VII – Indemnification
The Chamber shall indemnify all of its Directors or former directors, officers and former officers
or employees and former employees against expenses actually and necessarily incurred by them
in connection with the defense of any action, suit, or proceeding in which they or any of them are
made parties or a party, by reason of having been Directors or Officers of the Chamber, except in
relation to matters as to which such director or officer shall be adjudged in such action, suit or
proceeding to be liable for misconduct in the performance of duty and to such matters as shall be
settled by good faith agreement predicated on the existence of such liability for misconduct. The
Northwest Tarrant Chamber of Commerce will maintain Directors’ and Officers’ insurance to
mitigate any such damages.
Article VIII – Finances
All money paid to the Chamber, except those funds specified for special accounts, shall be
placed in a general operating fund or such other special account(s) as the Board may from time
to time authorize. Upon approval of the budget, the Executive Director is authorized to make
disbursements on accounts and expenses provided for in the budget without additional approval
of the Board of Directors.
Article IX – Amendments
These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board or by a
majority of the members at any regular or special meeting, providing the notice for the meeting
includes the proposals for amendments. Any proposed amendments or alterations shall be
submitted to the Board or the members in writing at least ten (10) days in advance of the meeting
at which they are to be acted upon. When so adopted, they shall supersede all previous by-laws
and amendments thereof, which are thereby annulled.
Article X – Dissolution
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, education, scientific or philanthropic
organizations to be selected by the Board of Directors as defined by IRS section 501 (c).
Adopted October 21, 2010 by the Board of Directors and ratified by the General Membership on
November 17, 2010.