Monday, December 22, 2014

TAMACC BYLAWS

ARTICLE I: BUSINESS STRUCTURE AND PURPOSE

SECTION 1.01: NAME AND AUTHORITY
The Texas Association of Mexican American Chambers of Commerce (“the Association” or “TAMACC”) is a 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.

SECTION 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.

SECTION 1.03: PURPOSE
Consistently with the Articles of Incorporation, TAMACC shall:

  1. HISPANIC BUSINESS: Promote the growth, development, and success of Hispanic businesses and Members (See Article II of these Bylaws);
  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;
  3. POLICY: Articulate policy positions on issues and legislation affecting Hispanic business; and,
  4. ADVOCACY: Otherwise serve as an advocate for Hispanic businesses and businesspersons.

SECTION 1.04: NAME AND EMBLEM
The Association’s name and emblem are for official use only.

ARTICLE II: BOARD OF DIRECTORS

SECTION 2.01: COMPOSITION
The Board of Directors shall be comprised of two (2) representatives, active and in good standing, from each Member Chamber of Commerce, Business Organization, Individual Members (referred herein as “Member”) who are in good standing and elected at the Annual Meeting, and the Executive Committee. Annually, the Members must submit the names of two (2) delegates and two (2) alternates.

SECTION 2.02: SEATING OF DIRECTORS
All newly elected Executive Committee members shall take office at the Annual Meeting.

SECTION 2.03: DUTIES AND RESPONSIBILITIES
The Board of Directors shall be responsible for:

  1. GOVERNANCE: Promulgating and revising the Articles of Incorporation, the Bylaws, and general governing policies;
  2. EMPLOYMENT: Employing a President and establishing his/her salary, benefits, and other payments, if any;
  3. DUES: Setting membership dues (see Article VI of these Bylaws); and,
  4. DUTIES: Otherwise, exercising such duties as may be conferred by the Articles of Incorporation, these Bylaws, state or federal law.

SECTION 2.04: REMOVAL
A Board of Director may be removed for the following reasons:

  1. CAUSE: The Board of Directors, by a vote of a two-thirds (2/3) majority in attendance 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 to the Member whenever in its judgment, the best interest of TAMACC will be served thereby.
  2. ABSENTEEISM: Any Director who misses three (3) Board of Directors’ meetings without excuse shall be reported to the Member for action and/or replacement. Any Elected Member, by the membership, of the Executive Committee who misses two (2) consecutive Executive Committee and/or Board of Directors’ meetings without excuse and ratified by the Board of Directors is automatically removed from the Executive Committee with written notification given to the Member of such action.
  3. CAUSE OF ACTION: Service as a Director of the Board, Executive Officer, 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 III: OFFICERS

SECTION 3.01: DUTIES AND RESPONSIBILITIES
The officers shall include the Chair, Executive Vice Chair, Treasurer, and Secretary, no two (2) of whom may be from the same Member Chamber or Business Organization. No officer has authority to speak for or bind the Board of Directors except as provided in these Bylaws or by explicit directive of the Board of Directors.

  1. CHAIR: The Chair shall be vested with and exercise the following duties and responsibilities:

    1. Chairing the Association and presiding at Board of Directors and Executive Committee meetings;
    2. Appointing standing and/or ad hoc committees and committee chairs, Parliamentarian, and serving as an ex-officio member of all committees;
    3. Representing TAMACC at external local, state, and national levels and timely informing the Association of all pertinent information;
    4. Assisting in TAMACC’s fundraising efforts; and,
    5. Performing such other duties as are customary and usual for chairs of like associations.
  2. EXECUTIVE VICE CHAIR: The Executive Vice Chair shall be vested with and exercise the following duties and responsibilities:

    1. In the absence or incapacity of the Chair, assuming the responsibilities and performing the duties of the Chair;
    2. Assisting in TAMACC’s fundraising efforts; and,
    3. Serving as the Chair of the Annual Convention Committee.
  3. SECRETARY: The Secretary shall be vested with and exercise the following duties and responsibilities:

    1. 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;
    2. 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;
    3. Assisting in TAMACC’s fundraising efforts;
    4. Provides the Board of Directors and the Executive Committee an updated roster of Members in good standing under these Bylaws; and,
    5. Preside over Board of Director and/or Executive Committee meetings when the Chair and Executive Vice Chair are absent.
  4. TREASURER: The Treasurer shall be vested with and exercise the following duties and responsibilities:

    1. 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 (as applicable) in such financial institutions as the Board of Directors or the Executive Committee shall select;
    2. Through the President, providing to the Board of Directors and the Executive Committee, at each Quarterly Board of Directors’ Meeting, a written report that details the financial status of the Association; and, through the President, securing and submitting to the Board of Directors and the Executive Committee, at the Annual Meeting, an audited financial report;
    3. 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 of Directors and the Executive Committee as to the same;
    4. Performing such other duties as the Board of Directors or the Executive Committee may, from time to time, direct;
    5. Assisting in TAMACC’s fundraising efforts; and,
    6. Compile and maintain an updated roster of Members in good standing and submit a report to the Secretary.

SECTION 3.02: ELECTION AND TERMS OF OFFICE

  1. OFFICERS: At the Annual Meeting, the Board of Directors shall elect and fill all vacant offices.
  2. PROCEDURES: Any person (except a corporate partner representative or employee) seeking election as an Executive Committee Member shall, at the Quarterly Board of Directors’ Meeting prior to the Annual Convention, submit to the TAMACC office an application, resume, letter of intent, and a letter of support and good standing from the Member Chamber or Business Organization nearest to his/her primary residence. Any Individual Member in good standing seeking election for the Executive Committee At-Large position, Board of Director delegate or alternate shall, at the Quarterly Board of Directors’ Meeting prior to the Annual Convention, submit to the TAMACC office an application, resume, and letter of intent. If the TAMACC office certifies to the Chair and Secretary that there is no candidate for a vacant office, the Chair shall extend the application submission period.
  3. TERMS OF OFFICE: Terms of office for officers shall be one (1) year. No officer shall serve more than two (2) consecutive one (1) year terms in the current position but shall be eligible to serve after a one (1) year absence.
  4. CHAIR’S TERM OF OFFICE: The Chair’s term of office shall be one (1) year and shall serve no more than two (2) consecutive one (1) year terms. At the Quarterly Board of Directors’ Meeting prior to the Annual Convention, by a vote of two-thirds (2/3) majority of the Board of Directors in attendance, may elect the Chair for a second one (1) year term.
  5. EXECUTIVE VICE CHAIR’S TERM OF OFFICE: The Executive Vice Chair’s term of office shall be one (1) year and shall serve no more than two (2) consecutive one (1) year terms. At the Quarterly Board of Directors’ Meeting prior to the Annual Convention, by a vote of two-thirds (2/3) majority of the Board of Directors in attendance, may elect the Executive Vice Chair for a second one (1) year term.
  6. 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 of Directors’ approval at the next Quarterly Board of Directors’ Meeting. If the vacancy and the appointment occur between the last Quarterly Board of Directors’ Meeting and the Annual Meeting and no candidates have declared for the vacancy, the Board of Directors may ratify the Chair’s appointment at the Annual Meeting.
  7. REMOVAL: Any Officer may be removed from office upon a vote of two-thirds (2/3) majority of the Executive Committee and/or the Board of Directors, acting at a regular or special called meeting, whenever in their sole judgment and upon written notification of the Member, the best interest of TAMACC would be served thereby.
  8. 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 any other property belonging to TAMACC.

ARTICLE IV: MEETINGS

SECTION 4.01: QUORUMS
At any duly called TAMACC Board of Directors’ Meeting, forty percent (40%) of the Members, as outlined in Section 2.01, in good standing, as certified by the Secretary, shall constitute a quorum. A quorum must be present before any official votes are taken. In case of an emergency as determined by the Executive Committee, a telephonic presence may be employed to establish a quorum. Once a quorum is established, the quorum will stay in effect until the meeting is adjourned if members leave during the meeting.

SECTION 4.02: AGENDA
Not less than ten (10) days before any regular meeting, the 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.

SECTION 4.03: ANNUAL MEETING
The Annual Meeting of the Association shall be held at the Annual Convention whenever possible.

SECTION 4.04: QUARTERLY MEETINGS
Meetings of the Board of Directors shall be held quarterly at such times and locations as determined by the Board of Directors.

SECTION 4.05: SPECIAL CALLED MEETINGS
A special called meeting may be called by the Chair; four (4) members of the Executive Committee; or eight (8) members of the Board of Directors by written direction to the Secretary and President to provide all Board of Directors and Executive Committee Members no less than five (5) business days’ written notice of the date, time, place, and purpose of the meeting.

SECTION 4.06: ANNUAL CONVENTION
The Annual Convention shall be held at a time approved by the Board of Directors.

  1. SELECTION OF CONVENTION SITE AT ANNUAL MEETING: At the first Quarterly Board of Directors’ 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 convention. The recommendation shall be presented no later than the third Quarterly Board of Directors’ Meeting. The site selection shall be voted for each open convention at the Annual Meeting. Once approved, a convention location cannot be changed, except by a vote of two-thirds (2/3) majority 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.
  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 within its representative region:

    1. In which a Member Chamber or Business Organization is in good standing;
    2. Having a host hotel with 300 plus rooms available and adequate banquet facilities;
    3. Has a convention center approximately one-half (½) mile or less from the host hotel; and,
    4. Provides financial incentives that the Board of Directors considers sufficient to assure profitability.

SECTION 4.07: VOTING AT ANNUAL MEETING
Not less than ten (10) days before any regular meeting, the 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.

  1. DESIGNATION OF DELEGATES: Not less than thirty (30) days prior to the Annual Meeting, each Member Chamber and Business Organization shall submit to the TAMACC office a list of delegate members in good standing (“the List”). Not less than thirty (30) days prior to the Annual Meeting the TAMACC Office will prepare a roster of Individual Members who are in good standing at that time. Both sets of rosters shall be combined and will create the List. The Member Chamber and Business Organization, and he At-Large Executive Committee Member shall present a list of ten (10) delegates and ten (10) alternates of registered convention attendees to TAMACC from the List no later than 10:00 PM the day prior to the Annual Meeting. This will establish the certified voting delegates at the Annual Meeting.
  2. CHAMBER VOTES: Member Chambers, Business Organizations, and Individuals shall be entitled to ten (10) delegate votes provided they appear on the List, present, and registered for the Annual Convention as a Member delegate at the Annual Meeting.

ARTICLE V: EXECUTIVE COMMITTEE

SECTION 5.01: EXECUTIVE COMMITTEE COMPOSITION
The Executive Committee shall consist of the four (4) officers (Chair, Executive Vice Chair, Secretary, and Treasurer), five (5) Regional Directors, the President, Parliamentarian and Legal Counsel as ex-officio members, the Vice Chair of Alliance Partners, three (3) Vice Chairs of Corporate Partners, Vice Chair of Economic Development, Vice Chair of Education, Vice Chair of Legislation, At-Large, and such subject area or function committee vice chairs as the Chair may from time to time need to establish.

SECTION 5.02: EXECUTIVE BOARD VOTING PRIVILEGES
The Executive Committee shall have voting privileges at all meetings. In the absence of a Member, with proper written authorization and being a member of that Member, an Executive Committee member may vote on behalf of that Member at any duly called Board of Directors’ Meeting.

SECTION 5.03: AUTHORITY OF VICE CHAIRS, REGIONAL DIRECTORS, AND AT-LARGE
No Vice Chair, Regional Director, or At-Large has authority to speak for or bind the Board of Directors, Executive Committee, and/or Members except as provided in these Bylaws or, respectively, by explicit directive of the Board of Directors, Executive Committee, and/or Members.

SECTION 5.04: ELECTION AND TERMS OF OFFICE

  1. EXECUTIVE COMMITTEE: At the Annual Meeting, the Board of Directors shall elect and fill all vacant offices.
  2. PROCEDURES: Any person (except a corporate partner representative or employee) seeking election as an Executive Committee Member shall, at the Quarterly Board of Directors’ Meeting prior to the Annual Convention, submit to the TAMACC office an application, resume, letter of intent, and a letter of support and good standing from the Member Chamber or Business Organization nearest to his/her primary residence. Any Individual Member in good standing seeking election for the Executive Committee At-Large position, Board of Director delegate or alternate shall, at the Quarterly Board of Directors’ Meeting prior to the Annual Convention, submit to the TAMACC office an application, resume, and letter of intent. If the TAMACC office certifies to the Chair and Secretary that there is no candidate for a vacant office, the Chair shall extend the application submission period.
  3. ELECTION OF VICE CHAIRS, REGIONAL DIRECTORS, AT-LARGE
    1. ELECTIONS: At the Annual Meeting, the Vice Chairs shall be elected by majority vote of Member Chamber or Business Organization delegates (see sub-paragraph 4.07(a)), provided that no more than two (2) representatives from any one Member Chamber or Business Organization 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. The Individual Members shall caucus at the Annual Meeting for the expressed purpose of electing their respective Board of Directors’ two (2) delegates, two (2) alternates, and one (1) At-Large position on the Executive Committee. Individual Members are only eligible for the At-Large position. At-Large position is only eligible for Individual Members.
    2. TERMS OF OFFICE: Vice Chairs, Regional Directors, and At-Large shall serve a two (2) year term on the Executive Committee. Vice Chairs, Regional Directors, or At-Large shall be eligible to serve in the same capacity after a one (1) year absence.
    3. STAGGERING OF TERMS OF OFFICE: Vice Chairs shall be elected so that there are always two (2) Vice Chairs seeking election on alternate years at the Annual Meeting. Vice Chairs elected shall serve a term of two (2) years.

  4. VACANCIES: If any Executive Committee Member resigns, is removed under these Bylaws, or is otherwise unable to continue service, the Chair shall appoint an interim Executive Committee Member to serve the remainder of the term, subject to Board of Directors’ approval at the next Quarterly Board of Directors’ Meeting. If the vacancy and the appointment occur between the last Quarterly Board of Directors’ Meeting and the Annual Meeting and no candidates have declared for the vacancy, the Board of Directors may ratify the Chair’s appointment at the Annual Meeting.
  5. REMOVAL: Any Executive Committee Member may be removed from office upon a vote of two-thirds (2/3) majority of the Executive Committee and/or the Board of Directors, acting at a regular or special called meeting, whenever in their sole judgment and upon written notification of the Member, the best interest of TAMACC would be served thereby.
  6. SURRENDER OF OFFICE: Immediately upon leaving office, each Executive Committee Member, shall deliver to his/her successor records, books, papers, and/or documents in whatever form (written, electronic or otherwise), as well as any other property belonging to TAMACC.
  7. LEGAL COUNSEL: At each Annual Meeting the Board of Directors shall appoint its legal counsel.

SECTION 5.05: DUTIES OF VICE CHAIRS, REGIONAL DIRECTORS, AND AT-LARGE

  1. VICE CHAIR OF ALLIANCE PARTNERS:

    1. The incumbent chairs the Alliance Partners Committee;
    2. Initiates and maintains relationship with Alliance Partners;
    3. Assists in TAMACC’s fundraising efforts; and,
    4. Performs such other duties as may be assigned by the Chair, the Board of Directors, or the Executive Committee.
  2. VICE CHAIR OF CORPORATE PARTNERS:

    1. The incumbent chairs the Corporate Partners Committee;
    2. Recommends activities to improve communication among the Corporate Partners or otherwise with other business organizations, public agencies, and the general public;
    3. Assists in TAMACC’s fundraising efforts; and,
    4. Performs such other duties as may be assigned by the Chair, the Board of Directors, or the Executive Committee.
  3. VICE CHAIR OF ECONOMIC DEVELOPMENT:

    1. The incumbent chairs the Economic Development Committee;
    2. Develops and promotes economic development strategies to assist the Hispanic business community;
    3. Assists in TAMACC’s fundraising efforts; and,
    4. Performs such other duties as may be assigned by the Chair, the Board of Directors, or the Executive Committee.
  4. VICE CHAIR OF EDUCATION:

    1. The incumbent chairs the Education Committee;
    2. Recommends educational programs for Member’ volunteers, staff, and officers;
    3. Assists in TAMACC’s fundraising efforts; and,
    4. Performs such other duties as may be assigned by the Chair, the Board of Directors, or the Executive Committee.
  5. VICE CHAIR OF LEGISLATION:

    1. The incumbent chairs the Legislative Committee;
    2. Recommends legislative action and/or resolutions to the Board of Directors;
    3. Assists in TAMACC’s fundraising efforts; and,
    4. Performs such other duties as may be assigned by the Chair, the Board of Directors, or the Executive Committee.
  6. REGIONAL DIRECTORS.

    1. The incumbent shall represent their respective geographic region’s Member Chambers on the TAMACC Executive Committee;
    2. Represent TAMACC at their respective region events;
    3. Create a network for the purpose of identifying their areas of concern;
    4. Promote opportunities for business in their region;
    5. Promote regional leadership development on local and regional boards and/or commissions;
    6. Assists in TAMACC’s fundraising efforts; and,
    7. Perform such other duties as may be assigned by the Chair, the Board of Directors, or the Executive Committee.
  7. AT-LARGE.

    1. The incumbent shall represent Individual Members on the TAMACC Executive Committee;
    2. Initiate and maintain relationship with Individual Members;
    3. Assist in TAMACC’s membership efforts;
    4. Assist in creating Member Chambers and/or Business Organizations in areas there are neither;
    5. Assist in TAMACC’s fundraising efforts; and,
    6. Perform such other duties as may be assigned by the Chair, the Board of Directors, or the Executive Committee.

ARTICLE VI: MEMBERSHIP

SECTION 6.01: TYPE OF MEMBERSHIP
TAMACC shall have five (5) categories of membership: Chamber, Corporate Partner, Contributing, Business, and Individual.

  1. ORGANIZATION MEMBERSHIP: Any chamber of commerce or business organization 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 Section 1.03 of these Bylaws.
  2. CORPORATE PARTNER MEMBERSHIP: Any corporation, association, or other business, wishing to contribute to the development of 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 Advisory Council shall select three (3) representatives to serve a three (3) year term as Vice Chair of the Corporate Partners as outlined in the Corporate Partnership Program.
  3. CONTRIBUTING MEMBERSHIP: A Member Chamber or Business Organization, whose membership has been suspended under Article VI, Section 3 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.
  4. BUSINESS MEMBERSHIP: Any business that wishes to contribute to TAMACC. These businesses will regularly provide TAMACC updates and information regarding contract opportunities.
  5. INDIVIDUAL MEMBERSHIP: Any individual may join TAMACC directly if there is not a Member Chamber or Business Organization in their city.

SECTION 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.

SECTION 6.03: SUSPENSION OF MEMBERSHIP

  1. NON-PAYMENT OF DUES: Any Member shall be automatically suspended for non-payment of dues after March 31. To be reinstated, such Member must first pay the dues owed and complete the membership packet.
  2. EXPULSION OF MEMBER CHAMBER: In TAMACC’s best interest, any Member may be expelled from the organization upon the vote of a two-thirds (2/3) majority of the Board of Directors, acting at a regular or special called meeting, whenever, in the Board of Directors’ 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 is provided opportunity to address the Board of Directors. Nothing herein shall compel the Board of Directors to provide reasons or otherwise justify its exercise of discretion. The Board of Directors may elect to go into executive session to discuss the matter, excluding the affected Member from such discussion. If expelled, the Member may petition for and secure reinstatement upon the vote of a two-thirds (2/3) majority of the Members, voting at the Quarterly Board of Directors’ Meeting following the anniversary date of expulsion.

ARTICLE VII: PRESIDENT

SECTION 7.01: APPOINTMENT
The President shall be appointed by the Board of Directors 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 of Directors, the Executive Committee, and all other TAMACC standing or ad hoc committees.

SECTION 7.02: DUTIES AND RESPONSIBILITIES
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, the Chair, and performing the following duties:

  1. MANAGEMENT: Supervising and managing TAMACC’s day-to-day operations; hiring and retaining a high quality staff; assuring that the Board of Director’s policies are strictly adhered to; providing administrative and staff support for Board of Directors, Executive Committee, Corporate Partners, and other meetings or events; and generally developing and maintaining a culture of efficiency and excellence;
  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;
  3. LEADERSHIP: Developing, together with the Board of Directors and Executive Committee, a vision and long-range plans for growth of TAMACC, including a program for securing external funding;
  4. ADVOCACY: Representing TAMACC with and articulating its values to significant constituents, including but not necessarily limited to, Members, the business and corporate sectors, and governmental entities; and,
  5. OTHER DUTIES: Performing such other duties as the Board of Directors, the Executive Committee, or the Chair may assign.

ARTICLE VIII: FINANCES

SECTION 8.01: FINANCIAL POLICIES
The Treasurer and the President shall promulgate, present to the Executive Committee and to the Board of Directors for approval at the Annual Meeting, Financial Policies addressing the following areas:

  1. Method of accounting;
  2. Handling of cash assets;
  3. Budget and financial reporting;
  4. Business procedures, including but not necessarily limited to, handling of loans and investments, contracts and acquisition of goods and services;
  5. Dues and event pricing; and,
  6. Management of TAMACC’s physical assets.

SECTION 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 of Directors for approval at the next Quarterly Board of Directors’ Meeting.

SECTION 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 Board of Directors’ Meeting after the Annual Convention. The audit shall at all times be available to the Board of Directors and Executive Committee.

SECTION 8.04: BONDING
The President and such other officers and staff as the Board of Directors may designate, shall be bonded by a fidelity bond in an amount set by the Board of Directors, and paid for by the Association.

SECTION 8.05: FISCAL YEAR
TAMACC’s fiscal year shall begin on January 1 and end at midnight on December 31 of the same year.

SECTION 8.06: DISBURSEMENT OF FUNDS
Upon approval of the budget, the President is authorized of expenditures up to $1,500 with proper documentation and any amount over $1,500 with proper documentation will require approval of the Chair and Treasurer or as needed one other Officer designated by the Executive Committee.

ARTICLE IX: GENERAL PROVISIONS

SECTION 9.01: BUSINESS YEAR
TAMACC’s business year shall begin at the Annual Meeting.

SECTION 9.02: PARLIAMENTARY AUTHORITY
The current edition of Robert’s Rules of Order shall be followed in all parliamentary procedures not covered in these Bylaws.

SECTION 9.03: REVISION OF BYLAWS
These Bylaws may be amended or revised by a vote of two-thirds (2/3) majority of the Board of Directors present at a regular or special called meeting, provided all of the following conditions have occurred:

  1. BYLAWS COMMITTEE: The proposed amendments emanate from an ad hoc Bylaws Committee appointed by the Chair;
  2. RECOMMENDATION: The Executive Committee has reviewed and recommends the proposed amendments;
  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,
  4. NOTICE: The proposed amendments and certifications provided to the Board of Directors not less than ten (10) days before the meeting at which they are to be considered.

SECTION 9.04: INDEMNIFICATION
Each Director, Executive Committee Member, Legal Counsel, 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 directors’ and officers’ or other insurance policy in furtherance of the policy directives of this paragraph.

SECTION 9.05: 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 its self, 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.

SECTION 9.06: DISSOLUTION OF THE ASSOCIATION
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 its self, 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.

Bylaws Revised and Adopted June 14, 2014