BYLAWS of the
NORTH TEXAS CHAMBER OF COMMERCE EXECUTIVES ASSOCIATION
(Pending Member Approval)
Name, Creation, Management, Location and Boundaries
Section 1. Name and Creation: This organization shall be known as the NORTH TEXAS CHAMBER OF COMMERCE EXECUTIVES ASSOCIATION (the “Association”).
Section 2. Management. The Association shall be managed by a Board of Directors (the “Board”), as set forth herein. The Board shall establish policies for the day-to-day operations of the Association, to be carried out by volunteers or staff. The North Texas Commission shall serve as Administrator/Corporate Secretary.
Section 3. Location: The Association headquarters shall be located in the offices of the North Texas Commission.
Section 4. Boundaries: The area served of the Association shall be the Dallas-Fort Worth Consolidated Metropolitan Area as defined by the North Central Texas Council of Governments.
Purpose and Mission
Section 1. Purpose: The purpose of this Association shall be to enhance the professional effectiveness of North Texas Chamber Executives and, to provide such support and assistance the Association deems appropriate to the maintenance and improvement of the economic vitality of the North Texas Region.
Section 1. Membership
a.Qualification: All individuals and business organizations having a desire to preserve and promote the purpose, mission, goals, and objectives of the Association shall be eligible, subject to the approval of the Board, for active membership. Each active membership shall be entitled to one vote on all matters coming before the membership.
i.Member: For purposes of these Bylaws, a “Member” is defined as an individual, or business organization recorded on the Association’s membership rolls.
ii.Voting: The Member’s vote may be cast by the Primary Contact thereof, as shown on the membership records of the Association. Voting by proxy shall not be allowed.
iii.Good Standing: “Members in good standing” shall constitute those Members (a) whose annual dues, are paid in full; (b) who have no outstanding financial or other obligations to the Association which are in excess of thirty (30) days past due unless approved by the Board; and (c) who adhere to professional conduct and the Association’s polices as may be determined, as provided herein.
iv.Term of Membership: Memberships shall be for one year commencing on the date on which the Membership Application is accepted.
c.Classes of Members. The membership in the Association may consist of different classes of Members with such requirements and benefits appurtenant thereto as the Board may approve from time to time, designed to meet the needs of the Association and its Members.
d.Membership Application. Applications for membership shall be made in such manner as the Board shall from time to time approve. Applications must be completed and signed or acknowledged by the applicant and filed with the Vice President of Membership, Secretary, or the President of the Association.
e.Admission. An applicant shall become a Member upon payment of the annual membership dues as shall be determined by the Board from time to time and upon approval by the Board. Any such annual membership dues shall be payable in advance on or before the date specified by the Board.
f.Transfer of Membership. Membership transferability and assignability shall be pursuant to such rules and regulations as the Board may adopt from time to time or as may be authorized by the Board.
g.Termination of Membership.
i.Any member may resign as a member in the Association by written notice to the Vice President of Membership or Secretary of his/her desire to do so, and the resignation shall be accepted. A resigning Member is not entitled to any refund of dues. Memberships terminated by voluntary resignation may be eligible for reinstatement as determined by the Board.
ii.Any Member whose dues remain unpaid after the last day of the month following the date on which the Membership Term ends, unless otherwise extended for good cause, shall be terminated for nonpayment. Memberships terminated for nonpayment of dues may be eligible for reinstatement as determined by the Board.
Section 2. Expulsion of Members:
The Board may terminate any Member at any time with or without cause by a two-thirds vote of the Board. Termination shall not relieve the Member of the obligation to pay any dues, assessments or other charges previously accrued and unpaid. Upon termination, Members shall not be entitled to any refund of dues or any other amounts paid to the Association. The Member shall be given (30) days prior notice of the proposed termination and the reason for the proposed action.
a.Request by Members: Upon written request by ten (10) or more Active Members, all of whom shall either individually or collectively specify their reason(s) for requesting the same, the Board may expel any member of the Association. The Board shall study the request for expulsion of a member, together with the statement of cause which must accompany it; and, if in the judgment of the Board, there exists sufficient reason for expulsion, the Member in question shall be advised of the complaint made against him.
b.Appeals: Members against whom a complaint has been formally made may present a written response to the complaint, and such response shall be considered by the Board.
c.Final Consideration: Within 120 Days of the date upon which the original request for expulsion of a member has been submitted to the Board, the Board shall give final consideration to the item. If the Member against whom the complaint has been filed has at that time neither tendered his resignation from the Association nor presented to the Board a response to the complaint against him, the Board shall notify said Member that his summary expulsion from the Association will be effective on the date of the Board’s action. If, however, the Member has presented a response to the complaint to the Board, the Board shall meet in executive session to consider the same, and the decision of the Board shall be final.
Section 3. Dues by Membership Classification: The annual dues for membership shall be established by the Board and shall produce adequate funds annually to cover all expenses of the Association. Dues shall be paid in a manner and time to be determined by the Board.
Board of Directors, and Officers
Section 1. Board of Directors:
a.Definitions: For purposes of these Bylaws, the term President, Chair, and Chairman may be used interchangeably.
b.Directors: The affairs of the Association shall be managed by a Board composed of no less than three (3) and no more than twelve (12) directors (the Directors).
c.Election of Directors: The Directors elected by the Members of the Association in accordance with such procedures as the Board may approve from time to time, in a manner designed to promote fairness, convenience, and inclusion of all eligible votes. All members of the Board must be members in good standing, actively participating in the activities and functions of the Association.
d.Directors’ Terms of Service: Each Board member shall be elected to a term of three years beginning on January 1 and ending on December 31. A Board member may serve two consecutive three year terms.
e.Officers: The Officers of the Association shall consist of the President-Elect, Vice President(s), Treasurer, and Secretary.
f.Election of Officers: The Officers of the Board shall be elected by the Board from its membership annually at the final meeting of the fiscal year.
g.Officers’ Terms of Service, Term Limits: Each Officer shall serve a term of one (1) year, commencing January 1st. Officers shall serve a term commencing on January 1 and continuing until December 31. The President-Elect shall automatically become President on the first day of January of the year immediately following the year in which such person was elected to serve as Chairman-Elect and shall serve in that capacity until the December 31 of the year in which such person becomes President. The President of the North Texas Commission shall serve as Administrator/Corporate Secretary, in an ex officio capacity, without a vote. Officers may serve in the same role for a maximum of two (2) consecutive terms.
i.In the event of a vacancy in the office of President, the President-Elect shall automatically become President, and shall serve in this capacity until the next election.
ii.In the event of a vacancy in the office of President-Elect, the Secretary shall automatically become President-Elect and serve in this capacity until the next election.
iii.In the event of a vacancy in the office of Secretary, the President shall immediately appoint someone to fill the vacancy and to serve in this capacity until the next election.
Section 2. Nominations and Elections: Nominations for the Board and Officers shall be made by the Nominating Committee. The Nominating Committee will present the slate to the Board for approval. This shall be done prior to the fourth quarter of each year. Upon that approval, the nominations will be presented to the membership for a vote at its next regular or special meeting.
Section 3. Meetings & Notice: The Board shall meet no less than two (2) times each calendar year. Notice of the Board shall be provided to Directors at least three business days prior to the meeting. Notice of any meeting, shall be given by the Secretary not later than the day preceding the meeting. Attendance of a Director at a meeting constitutes a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
The President shall preside at all meetings and in his/her absence, the President-Elect shall preside. The President is the official spokesperson for the Association.
Section 4. Attendance and Voting: Members of the Board shall be deemed to have resigned if they miss three consecutive meetings; in any case, Board members may not be represented by anyone nor will anyone except a member of the Board have voting rights on the Board.
The fiscal year of the Association shall be the calendar year unless otherwise fixed by resolution of the Board.
Standing and Ad Hoc Committees
Section 1. Definition: “Committee” refers to, but is not limited to all divisions, councils, committees, task forces and similar work groups created by the Board to fulfill the mission of the Association.
Section 2. Appointment: The Board President shall designate all committees and appoint all committee chairs subject to confirmation by the Board. The term of each committee shall expire on December 31 annually, except those set forth in these Bylaws.
Section 3. Term: Committee Chairs may serve in the same role for a maximum of three (3) consecutive terms.
Section 4. Standing Committees:
The Executive Committee shall consist of the Board President, President Elect, Immediate Past President, Finance Chair, and Secretary. The President may appoint additional directors to the executive committee subject to confirmation by the Board.
The Executive Committee may exercise the powers of the Board when the Board is not in session, reporting to the Board at its succeeding meeting any action taken.
A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.
Meetings of the Executive Committee may be called by the President or by a majority of the members of the Executive Committee.
b.Governance Committee: The Governance Committee shall consist of not less than three (3) Directors and no more than two (2) members. The purpose of the Governance Committee is to review the Board’s policies and practices, review the effectiveness of the Board’s oversight functions, recruit and educate Board members, ensure adherence to Board and Association policies and practices, and recommend changes to these Bylaws.
c.Nominating Committee: The President, with the approval of the Board will appoint a committee composed of at least three (3) Board Members and two (2) members-at-large. The Committee will be chaired by the current Chair-Elect of the Board. The Nominating Committee shall have the duties stated in Article IV, Section 2.
Section 5. Ad Hoc Committees: The Board may, from time to time, create such ad hoc committees as it deems necessary to address specific, short term issues. Such committees shall be limited to a one-year term, subject to renewal, if the Board deems such renewal necessary. Such committees, shall be empowered to make recommendations to the Board.
Section 6. Meetings of Committees & Notice: The foregoing committees shall meet as the Chair of such committee deems necessary or as the President or Board shall order. Notice of such meetings shall be provided to all Directors. All Directors shall be permitted, but not required, to attend Committee meetings. Meeting may be conducted informally, but the Chair may invoke Roberts Rules of Order as the Chair deems necessary to conduct the committee’s business and further the mission of the Association.
Meetings of the Association
The general membership of the Association shall meet at least one (1) time each year. Additional meetings may be called by the President.
Section 1. The proceedings of the North Texas Chamber of Commerce Executives Association shall be conducted as directed in these Bylaws; and where the absence of specific prevails, the proceedings of the Association shall be conducted in accordance with the most recent edition of Robert’s Rules of Orders Newly Revised, the same is hereby adopted for all authority not herein specifically given.
Section 2. Any question as to the meaning or construction of these Bylaws shall be decided by a majority vote of the Board. The decision of the Board shall control and be binding until and unless rescinded by a vote of 2/3 of the Active Members present and voting at a regular or special meeting, or when the same shall have been held ineffective or modified by action of a court of competent jurisdiction.
Amendments to the Bylaws
Amendments to, or the repeal of, these Bylaws of the North Texas Chamber of Commerce Executives Association may be proposed by the Board, or by any five (5) Members of the Association (in good standing), by petition to the Secretary.
Changes to the Bylaws require an affirmative vote by a two-thirds (2/3) of the Directors present at any regular or special meeting of the Board at which there is a quorum at the time of the vote or by a majority of the Members present 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 before the meeting at which they are to be acted upon.
These Bylaws shall be deemed effective upon an affirmative vote as described in Article IX.
The Association 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 Association. On dissolution of the organization, and funds remaining shall be distributed, to one or more regularly organized and qualified organizations qualifying under Section 501 (c) of the Internal Revenue Code of 1986, as amended, as the Board determines will best accomplish the purposes for which the organization was organized.
General Statement of Privacy
The North Texas Chamber of Commerce Executives respects the privacy of its members and of those who visit this site. Subject to the provisions of applicable laws, any information you submit to the North Texas Chamber of Commerce Executives will not be used in any manner to which you have not consented. While the North Texas Chamber Executives does analyze its Website logs to monitor the flow of traffic and make improvements to the site’s content, its Website logs are not personally identifiable, and no attempt to link them to individual visitors to this site is made.
Personally Identifiable Information
We do not collect Personally Identifiable Information about you on the North Texas Chamber Executives’ Website without your knowledge or action. Your information is collected through the membership registration form, e-mail newsletter registration, and/or event registration forms. This information includes, but is not limited to, your name (first and last), company name, company address, phone number, fax number, e-mail address, and credit card information. You should be aware that if you disclose any information on a bulletin board or in a chat room or other open forum that is hosted by the North Texas Chamber Executives, others may collect that information to send you unsolicited information from outside the North Texas Chamber Executives, or for other purposes.
Use of Personally Identifiable Information
We reserve the option to share your contact information with certain third parties. These can include financial institutions, service providers, contractors, or affiliated organizations. You will always have the ability to opt-out from receiving information from the North Texas Chamber Executives as well as from said third parties.
Non-Personally Identifiable Information
Non-Personally Identifiable Information includes, but is not limited to, information we automatically collect on your use and/or actions on our Website (e.g., user traffic patterns, page views on the Website, click-through rates, search terms that users enter into our search utility). In addition, when a visitor arrives at our site, we collect the IP address, operating system, and browser software used. An IP address (which is not the same as an e-mail address) can tell us the user's internet service provider and, based on that, can suggest the geographic location of the connection. The North Texas Chamber Executives recognizes that certain User Information of a key demographic nature (e.g., race, age, gender, national origin, income), while Non-Personally Identifiable Information, is still of a sensitive nature to users. As a general matter, the North Texas Chamber Executives does not collect such information about you through the NorthTexasChamberExecs.com Website. However, in recognition of the sensitive nature of such information, in the event the North Texas Chamber Executives comes into possession of such information, whether through your voluntary submission of such information in response to a special feature on the Website or by receiving such information from any of our business partners, such information shall, when coupled with any of your Personally Identifiable Information, itself be deemed to be Personally Identifiable Information and treated by the North Texas Chamber Executives as such.
Use of Non-personally Identifiable Information
As a general matter, Non-Personally Identifiable Information helps us determine how the NorthTexasChamberExecs.com Website is being used, helps us identify popular areas of the Website, and helps determine the effectiveness of our promotional activities regarding the Website.
Use of “Cookies”
Our Website may use 'cookies' (i.e., a small data file that our Website writes to a user's hard drive) to help track your usage of our site, including what advertising you have seen. NorthTexasChamberExecs.com's cookies do not include personal information about you, but they are unique to each user and include a member ID # (a randomly generated unique number) that enables the NorthTexasChamberExecs.com Website to identify you when you visit, so you: (1) do not have to remember your username and password each time you visit the Website; and (2) receive any personalized services you requested when you registered.
Third Party use of Personal Information
The North Texas Chamber Executives Website contains links to other Internet Websites, including co-branded or other affiliated sites. Unless otherwise explicitly stated, we are not responsible for the privacy practices or the content of such Websites, including such sites' use of any information.
This website is not intended to collect information about minors. Persons under age 18 should use this site only with the supervision of a parent or guardian.
You understand and agree that “perfect” security does not exist anywhere, including on the Internet. When you send credit card information, we encrypt this information between your computer and our server. Other information you send to this site, including email messages, will not be encrypted unless we advise you otherwise. Our Website is protected by a firewall and monitored for security.
You may be able to access certain information related to third parties at the website, or via links, banner ads or click-throughs from the site, regarding the goods or services of third parties. You understand and agree that your access to or use of those services is a matter entirely between you and the associated third parties, and the North Texas Chamber Executives shall have no liability whatsoever for any such access or use.
This site provides information designed to help users cope with their own legal, business, financial, and other needs. This information is not the same as retaining experts in those fields for advice. Although we go to great lengths to ensure the information is accurate, we strongly recommend you consult an expert, including but not limited to a lawyer, accountant, financial services consultant, or other professional as appropriate. Nothing contained in this website is to be considered as the rendering of legal, financial, professional or other advice for specific cases, and users are responsible for obtaining such advice from their own legal, financial or other counsel. The information contained on this site is intended for educational, background and informational purposes only.
Correcting, Updating or Deleting Information
The North Texas Chamber Executives Website gives users the option to correct, update or delete certain information previously provided to us by the user; however, we will maintain copies of user information to the extent retained as part of our Website's standard backup/archive process. In addition, these procedures will not remove such of your information that has been provided by you to, or collected from you by, the Websites of our business partners. We are not responsible for ensuring the removal or deletion from the Websites of our business partners of your information provided by us to our business partners as permitted by you or otherwise in accordance with this Privacy Statement.
To make changes to your contact information use the Members Only portal at www. NorthTexasChamberExecs.com. To opt out of receiving information, please contact us in one of the following ways.
Send an e-mail to info@NorthTexasChamberExecs.com
Send a written request to:
North Texas Chamber of Commerce Executives
8445 Freeport Parkway #640
Irving , TX 75063