TAMACC BYLAWS Revised
Approved November 19, 2011
ARTICLE I – BUSINESS STRUCTURE AND PURPOSE
1.01 NAME AND AUTHORITY. The Texas Association of Mexican American Chambers of Commerce (“the Association” or “TAMACC”) is a (section) 501 c(6) tax exempt corporation incorporated under and shall operate in conformity with the Texas Non-Profit Corporation Act, Article 1396-1.01 et sequitur, Vernon’s Texas Civil Statutes and the Texas Miscellaneous Corporation Laws Act, Article 1302.101 et sequitur, Vernon’s Texas Civil Statutes.
1.02 OFFICE AND AGENT. The principle office of the Association shall be in the City of Austin, Travis County, Texas. The Association shall have and continuously maintain in Texas a registered agent, whose office shall be identical with the registered office. Both the office and the agent may be changed by the Board of Directors.
1.03 PURPOSE. Consistently with the Articles of Incorporation, TAMACC shall:
1.03(1) Hispanic Business. Promote the growth, development, and success of Hispanic businesses and Member Chambers of Commerce;
1.03(2) Relationships. Foster relationships with corporate America, governmental agencies, and other entities to promote procurement opportunities; inclusion on directors’ and other governing and advisory boards, commissions, and committees; and employment opportunities for Hispanics and Hispanic businesses;
1.03(3) Policy. Articulate policy positions on issues affecting Hispanic business; and,
1.03(4) Advocacy. Otherwise serve as an advocate for Hispanic businesses and businesspersons.
1.04 NAME AND EMBLEM. The Association’s name and emblem are for official use only.
ARTICLE II – BOARD OF DIRECTORS
2.01 COMPOSITION. The Board of Directors shall be comprised of two (2) Member Chamber board members or their designee, active and in good standing, from each Member Chamber . Annually, the Member Chambers must submit the names of two (2) representatives.
2.02 SEATING OF DIRECTORS. All newly selected Board members shall take office at the first quarterly meeting following the annual meeting.
2.03 DUTIES AND RESPONSIBILITIES. The Board of Directors shall be responsible for:
2.03(1) Governance. Promulgating and revising the Articles of Incorporation, the Bylaws, and general governing policies.
2.03(2) Employment. Employing a President and establishing his/her salary, benefits, and other emoluments, if any;
2.03(3) Dues. Setting membership dues (see Article VI of these Bylaws); and,
2.03(4) DUTIES. Otherwise, exercising such duties as may be conferred by the Articles of Incorporation, these Bylaws, state or federal law.
2.04 REMOVAL. A Director may be removed for the following reasons:
2.04(1) .Cause: The Board of Directors, by 2/3 vote at any regular or special called meeting at which notice has been given as specified in these Bylaws, may remove any Director upon written notification of the Member Chamber whenever in its judgment, the best interests of TAMACC will be served thereby; and,
2.04(2) Absenteeism. Any Director who misses three (3) Board meeting without excuse shall be reported to the Member Chamber for action and or replacement. Any Director who misses two (2) consecutive board meetings without excuse and ratified by the Board of Directors is automatically removed from the Board with written notification given to the Member Chamber of such action.
ARTICLE III – OFFICERS
3.01 DUTIES AND RESPONSIBILITIES:. The officers shall include the Chair, Chair-Elect, Treasurer, Secretary, and Immediate Past Chair, no two of whom may be from the same Member Chamber. No officer has authority to speak for or bind the Board except as provided in these Bylaws or by explicit directive of the Board.
3.01(1) Chair. The Chair shall be vested with and exercise the following duties and responsibilities:
(a) Chairing the Association and presiding at Board of Directors and Executive Committee meetings,
(b) Appointing standing and/or ad hoc committees and committee chairpersons; serving as an ex officio member of all committee and the Parliamentarian,
(c) Representing TAMACC at external local, state, and national levels and timely informing the Association of all pertinent information,
(d) Assisting in TAMACC’s fundraising efforts, and
(e) Performing such other duties as are customary and usual for chairpersons of like associations.
3.01(2) Chair-Elect: The Chair-Elect shall be vested with and exercise the following duties and responsibilities:
(a) Serving as a voting member of the Board of Directors and Executive Committee,
(b) In the absence or incapacity of the Chair, assuming the responsibilities and performing the duties of the Chair,
(c) Assisting in TAMACC’s fundraising efforts, and
(d) Serving as the Chairman of the convention committee.
3.01(3) Secretary. The Secretary shall be vested with and exercise the following duties and responsibilities:
(a) Taking, recording, and timely distributing detailed, complete and accurate minutes of the proceedings of all meetings of the Board of Directors and the Executive Committee,
(b) Serving as custodian of TAMACC’s corporate records and seal and assuring that the Association’s seal is affixed to all official documents, the execution of which is required under these Bylaws or state law,
(c) Assisting in TAMACC’s fundraising efforts,
(d) Compiling, maintaining, and providing the Board of Directors and the Executive Committee an updated roster of Member Chambers in good standing under these Bylaws, and
(e) Take over meetings when the Chairman and Chair-Elect are absent.
3.01(4) Treasurer. The Treasurer shall be vested and exercise the following duties and responsibilities:
(a) Exercising stewardship over the Board of Directors’ financial matters; having custody of and being responsible for all funds, securities, and other property of the Association; and assuring that such funds, securities, and other property are deposited (as applicable) in such financial institutions as the Board of Directors or the Executive Committee shall select,
(b) Through the President, providing to the Board and the Executive Committee, at each quarterly meeting, a written report that details the financial status of the Association; and, through the president, securing and submitting to the Board and the Executive Committee, at the annual meeting, an audited financial report,
(c) Assuring that the financial policies of the organization are current and sound; otherwise exercising good and prudent stewardship over the financial health, assets and well being of the Association; and timely informing the Board and the Executive Committee as to the same,
(d) Performing such other duties as the Board of Directors or the Executive Committee may, from time to time, direct,
(e) Assisting in TAMACC’s fundraising efforts, and
(f) Giving bond to secure his /her faithful discharge of the duties of Treasurer in, such amount or form as the Board of Directors or the Executive Committee, in their sole discretion, shall determine.
3.01(5) Immediate Past Chair: The Immediate Past Chair shall be vested with and exercise the following duties and responsibilities:
(a) Serving as a voting member of the Executive Committee; and,
(b) Assisting in TAMACC’s fundraising efforts.
3.02 ELECTION AND TERMS OF OFFICE.
3.02(1) Officers. At its annual meeting, the Board of Directors shall elect and fill all vacant offices.
3.02(2) Procedures. Any person (except a corporate partner representative or employee) seeking election as an officer shall, at the quarterly meeting prior to the annual meeting, submit to the TAMACC office a resume, letter of intent, and a letter of support and good standing from the member chamber nearest his/her primary residence. If the TAMACC office certifies to the Chair and Secretary that there is no candidate for a vacant office, the Chair shall extend application submission period.
3.02(3) Term of Office. Terms of office shall be one (1) Year. No officer shall serve more than two (2) consecutive one (1) year terms as an officer, but shall be eligible to serve after a one (1) year absence.
3.02(4) Chair’s Term of Office. The Chair’s term of office shall be one (1) year and shall serve no more than two consecutive One (1) year terms. In such case, the Chair-elect’s term of office shall be automatically extended for an identical period.
3.02(5) Chair-Elect’s Term of Office. The Chair-Elect shall succeed the Chair at the end of the term of office of the Chair or, if a vacancy occurs, for the remainder of that Chair’s term and for the next full term.
3.02(6) Immediate Past Chair’s Term of Office. At the end of his/her term of office, the Chair shall assume the position of Immediate Past Chair, eligible to serve until the end of the current Chair’s term of office.
3.02(7) Vacancies. If any officer resigns, is removed under these Bylaws, or is otherwise unable to continue service, the Chair shall appoint an interim officer to serve the remainder of the term, subject to Board approval at the next quarterly board meeting. If the vacancy and the appointment occur between the last quarterly meeting and the annual meeting and no candidates have declared for the vacancy, the Board may ratify the appointment.
3.02(8) Removal. Any officer may be removed from office upon a 2/3 vote of the Executive Committee and of the Board of Directors, acting at a regular or special called meeting, whenever in their sole judgment and upon written notification of the Member Chamber the best interests of TAMACC would be served thereby.
3.02(9) Surrender of Office. Immediately upon leaving office, each officer, shall deliver to his/her successor records, books, papers, and/or documents in whatever form (written, electronic or otherwise), as well as and other property belonging to TAMACC.
3.02 (10) Legal Counsel. At each annual meeting the Board of Directors shall appoint its legal counsel.
ARTICLE IV – MEETINGS
4.01 QUORUMS. At any duly called TAMACC board meeting, forty percent (40%) of the board membership in good standing, as certified by the Secretary, shall constitute a quorum.
4.02 AGENDA. Not less than ten (10) days before any regular meeting, Board of Directors shall be provided written notice of the date, time, and place of the meeting together with a written agenda of topics to be discussed. Failure to provide such agenda shall preclude consideration of any topic omitted there from.
4.03 ANNUAL MEETING. The annual meeting of the Association shall be held at the convention whenever possible.
4.04 QUARTERLY MEETINGS. Meetings of the Board of Directors shall be held quarterly at such times and locations as determined by the Board.
4.05 SPECIAL CALLED MEETING. A special called meeting may be called by the Chair; four (4) members of the Executive Committee; or eight (8) members of the Board by written direction to the Secretary (and President) to provide all Directors and Executive Committee Members no less than five (5) business days’ written notice of the date, time, place and purpose of the meeting.
4.06 STATE CONVENTION. The annual state convention shall be held at a time approved by the Board.
4.06(1) Selection of Convention Site. At the first quarterly Board meeting following the convention, the Chair shall appoint a site selection committee to review proposals and recommend the top three (3) sites for each open conventions. Not later than the third quarterly meeting, the Board of Directors, shall select the convention site(s). Once approved, a convention location cannot be changed, except by two-thirds (2/3) vote of the Board of Directors. Convention sites, which generally are not held in the same city in consecutive years, shall be selected no less than two (2) years prior to and no more than four (4) years prior to the convention date.
4.06(2) Convention Site Proposals. Convention site proposals, which shall be submitted in writing by a date designated by the site selection committee, the proposed location shall be in a city:
(a) In which a Member Chamber in good standing has its principal place of business,
(b) Having a host hotel with 300 plus rooms available and adequate banquet facilities,
(c) Has a convention center approximately one-half (½) mile or less from the host hotel, and
(d) Provides financial incentives that the Board of Directors considers sufficient to assure profitability.
4.07 VOTING AT ANNUAL MEETING. Not less than ten (10) days before any regular meeting, Board of Directors shall be provided written notice of the date, time, and place of the meeting together with a written agenda of topics to be discussed. Failure to provide such agenda shall preclude consideration of any topic omitted there from.
4.07(1) Designation of Delegates. Not less than thirty (30) days prior to the annual meeting, each Member Chamber shall submit to the TAMACC office a list of delegate members in good standing (“the List”).
4.07(2) Chamber Votes. A Member Chamber shall be entitled to ten (10) ) delegate votes provided they appear on “the List” and are present and registered as Member Chamber delegates at the annual meeting
ARTICLE V – EXECUTIVE COMMITTEES
5.01 EXECUTIVE COMMITTEE COMPOSITION. The Executive Committee shall consist of the five officers (Chair, Chair Elect, Treasurer, Secretary, and Immediate Past Chair), 5 Regional Directors, the President, as ex officio member, the Vice Chair Economic Development, Vice Chair Education, Vice Chair Alliance Partners, Vice Chair Legislation, Vice Chair Corporate Partners, and such subject area or function committee vice chairs as the Chair may from time to time need to establish.
5.02 ELECTION OF VICE CHAIRS.AND REGIONAL DIRECTORS
5.02(1) Elections. At its annual meeting, the vice chairs shall be elected by majority vote of Member Chamber delegates (see sub-paragraph 4.07(2)), provided that no more than two (2) representatives from any one Member Chamber may serve simultaneously on the Executive Committee. The five (5) geographical regions shall caucus at the annual meeting for the expressed purpose of electing their respective Regional Director.
5.02(2) Procedure. Any person (except a corporate partner representative or employee) seeking election as an officer shall, by the fourth quarterly meeting, submit to the TAMACC office a resume, letter of intent, and a letter of support and good standing from the member chamber nearest his/her primary residence. If the TAMACC office certifies to the Chair and Secretary that there is no candidate for a vacant office, the Chair shall extend application submission period.
5.02(3) Terms of Office. No vice chair or Regional Director shall serve no more than two (2) consecutive one (1) year terms on the Executive Committee as a Vice-Chair or Regional Director but shall be eligible to serve after a one (1) year absence.
5.03 AUHTHORITY OF VICE CHAIRS AND REGIONAL DIRECTORS. No Vice-Chair or Regional Director has authority to speak for or bind the Board or the Executive Committee except as provided in these Bylaws or, respectively, by explicit directive of the Board or the Executive Committee.
5.04 DUTIES OF VICE CHAIRS AND REGIONAL DIRECTORS
5.04(1) Vice-Corporate Partners. The incumbent chairs the Networking Corporate Partners Committee; recommends activities to improve communication among the Corporate Partners or otherwise with other business organizations, public agencies, and the general public; assists in TAMACC’s fundraising efforts; and, performs such other duties as may be assigned by the Chair, the Board, or the Executive Committee.
5.04(2) Vice-Chair of Economic Development. The incumbent chairs the Economic Development Committee; develops and promotes economic development strategies to assist the Hispanic business community; assists in TAMACC’s fundraising efforts; and, performs such other duties as may be assigned by the Chair, the Board, or the Executive Committee.
5.04(3) Vice-Chair of Education. The incumbent chairs the Education Committee; recommends educational programs for chamber members volunteers, staff, and officers; assists in TAMACC’s fundraising efforts; and, performs such other duties as may be assigned by the Chair, the Board, or the Executive Committee.
5.04(4) Vice-Chair of Alliances. The incumbent chairs the Alliances Committee; initiates and maintains relationship with Alliance Partners; and, assists in TAMACC’s fundraising efforts and performs such other duties as may be assigned by the Chair, the Board, or the Executive Committee.
5.04(5) Vice-Chair of Legislation. The incumbent chairs the legislative committee; recommends legislative action, and or resolutions to the Board of Directors, assists in TAMACC’s fundraising efforts, and performs such other duties as may be assigned by the Chair, the Board, or the Executive Committee.
5.04 (6) Regional Directors. The incumbent shall represent their respective geographic region’s Member Chambers on the TAMACC Executive Committee. Represent TAMACC at their respective region events, create a network for the purpose of identifying their areas of concern, promote opportunities for business in their region; promote regional leadership development on local, and regional boards and/or commissions, assists in TAMACC’s fundraising efforts, and, perform such other duties as may be assigned by the Chair, the Board, or the Executive Committee.
5.05 REMOVAL OF VICE CHAIR OR REGIONAL DIRECTOR. Upon the recommendation of the Executive Committee, the Board, at any regular or special called meeting, may remove by 2/3 vote any Vice-Chair or Regional Director from office upon written notification of the Member Chamber or Member Chamber Regions whenever, in their judgment the best interests of TAMACC are served thereby. Service as a Vice-Chair or Regional Director is not a contractual, constitutional, or legal entitlement; therefore, removal from office shall not, of itself, give rise to a cause of action.
ARTICLE VI – MEMBERSHIP
6.01 TYPE OF MEMBERSHIP. TAMACC shall have four categories of membership: Chamber, Corporate Partner, Contributing, and Business.
6.01(1) Chamber Membership. Any regional chamber of commerce applying for membership shall have a majority of its members of Hispanic origin and/or be comprised of Hispanic-oriented businesses and have stated purposes and goals consistent with Paragraph 1.02 of these Bylaws.
6.01(2) Corporate Partner Membership. Any corporation, association, or other business, wishing to contribute to the development TAMACC, shall be eligible for corporate partner membership. Corporate Partners shall have all the privileges of membership on the Board of Directors, except the right to vote. At the annual meeting, the Corporate Partners shall select a representative to serve not more than a one (1) year term, and may serve as chair of the Corporate Partners.
6.01(3) Contributing Membership. A Chamber Member, whose membership has been suspended under Article VI, Section 5 of these Bylaws, shall become a Contributing Member, retaining privileges of membership except the right to vote; be counted toward establishment of a quorum on the Board of Directors; or, be represented on or otherwise have members appointed or elected to the Executive Committee.
6.01(4) Business Membership. Any business that wishes to contribute to TAMACC. These businesses will regularly provide TAMACC updates and information regarding contract opportunities.
6.02 DUES. The Board of Directors shall review and annually establish membership dues. Annual membership runs from January 1 to December 31; all membership dues are due and payable by January 1.
6.03 SUSPENSION OF MEMBERSHIP.
6.03(1) For Nonpayment of Dues. Any Member Chamber shall be automatically suspended for non-payment of dues after delinquency of 90 days. To be reinstated, such a Chamber Member must first pay the dues owed.
6.03(2) Expulsion of Member Chamber. In TAMACC’s best interest, any Member Chamber may be expelled from the organization upon 2/3 vote of the Board of Directors, acting at a regular or special called meeting, whenever, in the Board’s sole judgment, the best interest of TAMACC would be served thereby, provided ten (10) business days notice has been given of the intended action and the Member Chamber is provided opportunity to address the Board. Nothing herein shall compel the Board to provide reasons or otherwise justify its exercise of discretion. The Board may elect to go into executive session to discuss the matter, excluding the affected Member Chamber from such discussion. If expelled, the Member Chamber may petition for and secure reinstatement upon the vote of a two thirds (2/3) majority of the Member Chambers, voting at the quarterly meeting following the anniversary date of expulsion.
ARTICLE VII – PRESIDENT
7.01 APPOINTMENT. The President shall be appointed by the Board upon the recommendation of the Executive Committee, subject to such terms and conditions of employment as the parties may agree. He or she shall serve as a non-voting ex officio member of the Board, the Executive Committee, and all other TAMACC standing or ad hoc committees,
7.02 DUTIES AND RESPONSIBLITIES. The President shall exercise the authority of a Chief Executive Officer of TAMACC generally reporting to and advising the Board of Directors, the Executive Committee and the Chair and performing the following duties:
7.02(1) Management. Supervising and managing TAMACC’s day-to-day operations; hiring and retaining a high quality staff; assuring that the Board’s policies are strictly adhered to; providing administrative and staff support for Board, Executive Committee, Corporate Partner, and other meetings or events; and generally developing and maintaining a culture of efficiency and excellence;
7.02(2) Financial. Exercising watchful stewardship over the business and financial affairs of the Association; maintaining its financial solvency; providing administrative oversight of financial policies; and assuring fiscal accountability;
7.02(3) Leadership. Developing, together with the Board and Executive Committee, a vision and long-range plans for growth of TAMACC, including a program for securing external funding;
7.02(4) Advocacy. Representing TAMACC with and articulating its values to significant constituents, including but not necessarily limited to, Member Chambers, the business and corporate sectors, and governmental entities; and,
7.02(5) Other Duties. Performing such other duties as the Board of Directors, the Executive Committee, or the Chair may assign.
ARTICLE VIII – FINANCES
8.01 FINANCIAL POLICIES. The Treasurer and the President shall promulgate, present to the Executive Committee and to the Board for approval at the annual meeting, “Financial Policies,” addressing the following areas: a) method of accounting; b) handling of cash assets; c) budget and financial reporting; d) business procedures, including but not necessarily limited to, handling of loans and investments, contracts and acquisition of goods and services; e) dues and event pricing; and, f) management of TAMACC’s physical assets.
8.02 ANNUAL BUDGET. By November 1 of each year, the President shall prepare a proposed annual budget for the upcoming calendar year. The Treasurer will review such budgets with the Chair and the Executive Committee before presenting it to the Board for approval at the next quarterly meeting.
8.03 ANNUAL AUDIT. TAMACC’s accounts shall be audited annually by an independent Certified Public Accountant. The audited financial statements shall be presented to the Board of Directors at the next quarterly meeting after annual convention. The audit shall at all times be available to Board and Executive Committee members.
8.04 BONDING. The President and such other officers and staff as the Board may designate, shall be bonded by a fidelity bond in an amount set by the Board, and paid for by the Association.
8.05 FISCAL YEAR. TAMACC’s fiscal year shall begin on January 1 and end at midnight on December 31 of the same year.
8.06 DISBURSEMENT OF FUNDS: Upon approval of the budget, the President is authorized expenditures up to $1,500 with proper documentation and any amount over $1,500 with proper documentation will require approval of the Chairman and Treasurer or as needed one other Officer designated by the Executive Committee.
ARTICLE IX – GENERAL PROVISIONS
9.01 PARLIAMENTARY AUTHORITY. The current edition of Robert’s Rules of Order shall be followed in all parliamentary procedures not covered in these Bylaws.
9.02 REVISION OF BYLAWS. These Bylaws may be amended or revised by a 2/3 vote of the Board of Directors present at a regular or special called meeting, provided all of the following conditions have occurred:
9.02(1) Bylaws Committee. The proposed amendments emanate from an ad hoc Bylaws Committee appointed by the Chair;
9.02(2) Recommendation. The Executive Committee has reviewed and recommends the proposed amendments;
9.02(3) Certifications. The proposed amendments are accompanied by written certifications from both Legal Counsel and the Parliamentarian that they have reviewed the amendments for form and content; and,
9.02(4) Notice. The proposed amendments and certifications been provided to Board members not less than ten (10) days before the meeting at which they are to be considered.
9.03 INDEMNIFICATION. Each director, Executive Committee member, Legal Counsel, the Parliamentarian – whether or not then in office—their respective heirs, executors, administrators, and assigns (hereinafter, “Indemnified Person”), shall be reimbursed or indemnified by the Association for any and all costs and expenses reasonably incurred or imposed in connection with or resulting from any claim, action, lawsuit, and/or proceeding – whether the same are civil, administrative, or criminal – to which an Indemnified Person is or may be made a party because of his or her service or relationship to the Association, except insofar as the Indemnified Person is ultimately adjudged by a court of law to be liable for dereliction, gross negligence, malice, or dishonesty in the performance of duty. The Association may purchase a director’s and officer’s or other insurance policy in furtherance of the policy directives of this paragraph.
9.04 CONSTRUCTION. These Bylaws shall be construed in accordance with the laws of the State of Texas. If any Bylaws provision is held to be invalid, illegal, or unenforceable in any respect, such, of itself, shall not affect the validity, legality, or enforceability of the remaining provisions. The headings used herein are for readability and convenience and shall not be considered in construing these Bylaws.
9.05 DISSOLUTION OF THE ASSOCIATION. The Association shall use its funds only to accomplish the objectives and purpose specified in these bylaws and no part of said funds shall be incurred, or be distributed, to the members of the Member Chamber. Upon dissolution of the association, any funds or assets remaining shall be distributed to one or more legally incorporated and qualified charitable, education, scientific or philanthropic organization selected by the Board of Directors.
Bylaws Revised November 19, 2011
