Terrell Chamber of Commerce and Convention & Visitors Bureau
ByLaws
Effective Date: March 10, 2025
ARTICLE I
GENERAL
Section 1 – NAME
This organization is incorporated under the laws of the State of Texas and shall be known as the Terrell Chamber of Commerce Convention and Visitors Bureau, Inc. (The “Chamber”).
Section 2 – PURPOSE/MISSION
The Terrell Chamber of Commerce is committed to promoting the prosperity of our local businesses and industries by fostering economic growth. We bring the business community together through regular events that help our members connect and thrive.
Section 3 - Definitions
Wherever the following words are used in these by-laws, they shall have the following meaning:
- “Chamber” or “Chamber of Commerce” means the Terrell Chamber of Commerce.
- “Board of Directors” or “Board” means the Board of Directors of the Terrell Chamber of Commerce.
- “Executive Committee” or “Officers” means the Executive Committee of the Terrell Chamber of Commerce and is comprised of the Chairman of the Board, the Chairman Elect, the Immediate Past Chairman, and Vice-Chairmen for Legislative Advocacy, Economic Development, Community and Tourism, and Internal Operation, Treasurer and the Chief Executive Officer.
- “Chairman” means the Chairman of the Board of the Terrell Chamber of Commerce.
- “City” means the City of Terrell.
- “Member” means a member of the Terrell Chamber of Commerce.
- “Member in Good Standing” means a member of the Terrell Chamber of Commerce whose application has been accepted by the Chamber and who is current in dues and continues to support the mission of the organization as determined by the Board.
- “Mail” means delivery via the U.S. Postal service, email or text messaging .
Section 4 – AREA
The area to be served by the Chamber shall include Terrell, Kaufman County, Texas and surrounding areas.
Section 5 – LIMITATION OF METHODS
Section 1. Non-Partisan: The Terrell Chamber of Commerce/CVB observes all local, state and federal laws which apply to a non-profit organization as defined in Section 501(C)(6) of the Internal Revenue Code.
Section 2. Non-for-Profit and Tax-Exempt Status: Terrell Opportunity Foundation, Inc. is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Section 6 – CORPORATE OFFICE
a. The address of the registered office of the Corporation is: P O Box 97, Terrell, Texas 75160, and the name of the registered agent of the Corporation at such address is Angela Cooper. Only filing duly made with the Secretary of State of the State of Texas may change the registered agent and office.
b. The address of the principal office for carrying on the purposes of the Corporation is: 1314 West Moore Avenue, Terrell, Texas 75160. The Board of Directors may change the principal office from one location to another by simple resolution.
c. The Corporation may also have offices at such other places, as the Board of Directors may from time to time designate, or the purpose of the Corporation may require.
ARTICLE II
MEMBERSHIP
Section 1 – ELIGIBILITY
Any person, association, corporation, partnership, or estate having an interest in the objectives of the Chamber shall be eligible to apply for membership. The membership shall be composed of the following classifications: Dues Paying: (a) Active Membership (b) Active Associates (c) Elective Officials/Courtesy
Section 2 – DEFINITIONS
The Chamber membership classifications are defined as follows:
A. Business – Any individual person or business organization of any kind, including sole proprietorship, corporation, nonprofit corporations, partnership, limited partnership, or association are eligible for membership.
B. Active Associates - Are members paid on behalf of a parent member.
C. Elective Officials and Courtesy – Non-dues paying membership extended to an individual who has performed acts or deeds so exceptional on behalf of the betterment of the Chamber’s ideals and purposes as to be recognized by the voting membership so long as the individual lives. Qualifications:
a. Must be retired and/or have had fifteen years membership in this Chamber.
b. Must be an individual person, not a business organization.
c. Must be recommended by the Executive Committee.
d. Must be approved by two-thirds (2/3) of the Board of Directors.
e. Must be a member in good standing.
f. Must have supported the Chamber by serving on the Board or a committee.
g. Must have supported the community through community service activities.
After selection, these members are non-voting. The Board may remove these members from the membership list if, in the determination of the Board, the member cannot be contacted for other reasons that are in the best interest of the Chamber.
D. Active LIFETIME Members - must be approved by Board of Directors
Section 3 – APPLICATIONS
Applications for membership shall be completed in writing or online. Membership shall only become effective upon payment of the regularly scheduled investment as provided in Section 4 below.
Section 4 – INVESTMENTS
Membership investment shall be at such a rate determined by the Board of Directors.
Dues shall be set as an annual rate as determined at the time of application approval. Payment options other than annual (i.e., monthly, quarterly, and semi-annual) may be arranged with management approval.
Section 5 – TERMINATION
The membership shall continue until terminated in one of the following ways:
a. Any member may resign from the Chamber at any time. No refund will be made on the investment of the resigning member.
b. Any member may be dropped from the membership roster for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause.
c. Any member may be dropped from the membership roster by a majority vote of the Board of Directors for conduct unbecoming a member or prejudicial to the purpose of the Chamber. This action can be finalized only after notice and opportunity for a hearing are afforded the member who was the object of the complaint.
d. Death of the member, if the member is an individual.
e. Dissolution of the Chamber of Commerce.
Section 6 – VOTING
In any proceeding in which voting by members is called, each member in good standing shall be entitled to cast one (1) vote.
Section 7 – EXERCISE OF PRIVILEGES
A firm, association, corporation, partnership, or estate holding membership may name the individual whom the holder desires to exercise the privileges covered by its membership and shall have the right to change its representative upon written notice.
Section 8 – ORIENTATION
At regular intervals, orientation on the purpose and activities of this organization shall be conducted for the following groups: new directors, officers and directors, and new member(s).
Section 9 – CHANGES IN BUSINESS
When a business is sold, membership in the Chamber shall remain in effect for the new owner until the expiration date so long as the name and type of the business does not change. In case of a change of name it is the responsibility of the member to communicate such changes with the Chamber. If the type of business registered with the Chamber changes, membership is terminated until a new application is submitted and accepted.
Section 10 – MULTIPLE BUSINESSES, ONE OWNER
If a business has multiple locations that business will have one membership with the Chamber. If a business has related subsidiary businesses, each subsidiary may join at a $50 discount.
If a member has one or more unrelated or non-connected businesses, the largest business will determine the base membership fee. Additional businesses may join at the discounted rate.
Section 11 – REINSTATEMENT
Upon payment of current dues, a company, organization or individual may rejoin the Chamber
Section 12 – HONORARY LIFETIME MEMBERSHIP
Distinction in public affairs shall confer eligibility to honorary lifetime membership. Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke lifetime membership by a unanimous vote.
ARTICLE III
MEETINGS
Section 1 – ANNUAL MEETING
The annual meeting of the Chamber, in compliance with State law, shall be held the first quarter of the year. The time and place shall be fixed by the Board of Directors and notice thereof communicated to each member at least ten (10) days before said meeting. An e-mail address or other electronic communications address provided by a member through application or for the purpose of receiving general information and materials from the Chamber shall constitute the address of such member for the purpose of the provision and receipt of any and all notices and other materials from the Chamber, unless the member notifies the secretary of the Chamber otherwise in writing.
Section 2 – MEMBERSHIP MEETINGS
General meetings of the Chamber may be called by the Chairman at any time, or upon petition in writing of ten percent (10%) of the members in good standing: (a) Notice of special meetings shall be communicated to each member at least ten (10) days prior to such meeting; (b) Board meetings may be called by the Chairman or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each director at least one (1) day prior to said meeting; (c) Committee meetings may be called at any time by the Chairman, respective department Vice Chairman, or by the committee's leader.
Section 3 – BOARD OF DIRECTOR’S MEETINGS
The Executive Board of Directors shall meet monthly unless noted otherwise. The full Board of Directors shall meet at least five (5) times a year and may be called by the Chairman or upon the written request of three members of the Board of Directors. Notice shall be given to each director at least one day prior to the meeting. The Board of Directors and any committee of the Chamber may hold a meeting by telephone conference call or other electronic means in which all persons participating in the meeting can hear each other. The notice of a meeting by electronic means conference must state the fact that the meeting will be held by electronic means as well as all other matters required to be included in the notice. Participation of a person in a conference call meeting constitutes the presence of that person at the meeting. The business of the Chamber shall be conducted by the Board of Directors and issues shall be decided by majority vote when a quorum of voting Board members is present.
Section 4 – QUORUMS
At any duly called General Meeting of the Chamber, those members present shall constitute a quorum. At a Board meeting, 51% of directors present shall constitute a quorum; at a committee meeting, a majority shall constitute a quorum except when a committee consists of more than eight (8) members.
Section 5 – NOTICES, AGENDA, MINUTES
Written notice of all Chamber meetings must be given at least ten (10) days in advance unless otherwise stated. An agenda and minutes must be prepared for all meetings.
Section 6 – VIRTUAL VIDEO MEETINGS
Subject to the notice provisions required by these Bylaws and by the Non-Profit Corporation Act, members of the Corporation may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 7 – NOTIFICATIONS
Notifications for meetings and other board requirements will be done via email, text, online submissions, phone calls or in person.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 – COMPOSITION OF THE BOARD
a. The Board of Directors shall be composed of at least 15 members and not more than 18 members, to allow the Chairman or Chairman-Elect to serve their fourth or fifth year consecutively, if necessary. Four directors shall be elected annually to serve for three (3) years, or until their successors are elected and have qualified.
b. Each Director shall be in good standing and make themselves available on short notices to the Board of Directors. Furthermore, directors should have a business interest in the area.
c. The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2 – SELECTION AND ELECTION OF DIRECTORS
A. Nominating Committee. On or before the regular October Board Meeting, the Chairman shall appoint, subject to approval by the Board of Directors, a Nominating Committee of five (5) members in good standing of the Chamber. The Chairman shall designate the Chairperson of the Committee.
Prior to the October Board Meeting, a request shall be emailed or mailed to each of the organization's entire membership for nominations to the Board of Directors. Such a request shall include an appropriate form on which such nominations shall be submitted. Each member shall be entitled to one (1) nomination. The nominee must be an individual member or designated member of a member association, corporation, partnership, or estate, in good standing, including the current payment of dues. No Director shall be eligible for re-election at the end of the Director's term until a period of one (1) year has elapsed, except the Chairman or Chairman-Elect, who shall be allowed to continue on the Board until the term as Chairman or Chairman-Elect has been completed.
B. Publicity of Nominations. Prior to the October Board meeting, the Nominating Committee shall select from those members nominated, a number equal to the number of vacancies on the Board. In the event the number of members nominated by the entire membership shall be less than a number equal to the number of vacancies on the Board, the Nominating Committee shall be empowered to select from qualified personnel a number of candidates so that the total number of nominees shall equal the number of Directors to be elected. Immediately upon the receipt of the selection by the Nominating Committee of those names to be submitted for vote, the President shall contact each nominee to determine their acceptance, if elected, to the responsibility of a directorship.
C. Nominations by Petition. Additional names of candidates for Director can be nominated by petition bearing the genuine signatures of at least ten (10) qualified members of the Chamber. Such a petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petitions shall be final.
D. Election.
a. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of four (4) candidates shall be declared elected by the Board of Directors at their planning retreat in December.
b. If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for four (4) candidates only. The President shall email or mail this ballot to all active members at least fifteen (15) days before the December planning retreat.
c. The Chairman shall appoint, subject to the approval of the Board of Directors, at least three (3), but not more than five (5) judges, who are not members of the Board of Directors or candidates for election. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the Board of Directors at the December meeting.
Section 3 – SEATING OF NEW DIRECTORS
All newly elected Board members shall officially take office when seated at the regular January Board Meeting and shall be participating members thereafter. Retiring Directors shall continue to serve until the end of the program year.
Section 4 – VACANCIES
A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board, unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.
Vacancies on the Board of Directors, or among the Officers, shall be filled by the Board of Directors by a majority vote at the regular meeting, following the regular meeting at which the vacancy is announced. The Nominating Committee shall make a recommendation to the Board for filling the vacancy.
Section 5 – DUTY OF THE BOARD
The Board of Directors is responsible for establishing procedure, formulating and adopting policy of the Chamber. These policies shall be maintained in a policy manual, which shall be reviewed annually and revised as necessary. The Board may exercise all such powers of the Chamber and do all such lawful acts and things as are directed or required to be exercised or done by statute, the Articles of Incorporation, or these Bylaws.
Section 6 – MANAGEMENT
The Board of Directors shall employ a Chief Executive Officer and shall fix the salary and other considerations of employment.
Section 7 – INDEMNIFICATION
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its Directors or former Directors 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 of the Chamber, except in relation to matters as to which such Director shall be adjudicated in such action, suit or proceeding to be liable for gross negligence or gross misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
ARTICLE V
EXECUTIVE BOARD
Section 1 – DETERMINATION OF OFFICERS
The Board of Directors, new and retiring, at its regular December planning retreat, shall reorganize for the coming year. At this meeting the Board shall elect the Chairman, Chairman-Elect, as many Vice Chairmen as is deemed necessary to conduct the activities of the Chamber, and the Treasurer. Officers will be elected from members of the new Board except the Chairman or Chairman-Elect who may be elected from members of the new and retiring Board. All Officers shall serve for a term of one (1) year or until their successors assume the duties of office, and they shall be voting members of the Board of Directors.
Section 2 – DUTIES OF OFFICERS
A. Chairman of the Board. The Chairman shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee.
The Chairman shall, with the advice and counsel of the President, assign Vice Chairmen to divisional or department responsibility, subject to the Board of Director's approval.
The Chairman shall, with advice and counsel of Vice Chairmen and the President, determine all committees, select all committee leaders, assist in the selection of committee personnel, subject to approval of the Board of Directors.
B. Chairman-Elect. The Chairman-Elect shall exercise the powers and authority and perform the duties of the Chairman in the absence or disability of the Chairman. The Chairman-Elect shall also serve as head of the Program of Work Committee of the Chamber and will be the auction of the Civic Auction. As such, the Chairman-Elect and Committee will be responsible for determining that the program activities of the Chamber are of such duration as is required, at all times being alert to assure that the activities of the Chamber are directed toward achieving business and community needs in the area served by the Chamber.
C. Vice Chairmen. The duties of the Vice Chairman shall be such as their titles by general use would indicate, and such as required by law, as well as those that may be assigned by the Chairman and Board of Directors. They will also have under their jurisdiction all committees pertaining to their general duties.
D. Treasurer. The Treasurer shall be responsible for the safeguarding 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. Checks are to be signed by two designated signees. Signees are the President, Executive Committee and one (1) Chamber employee. The Treasurer shall cause a monthly financial report to be made to the Board.
E. President. The President shall be the Chief Administrative and Executive Officer. The President shall serve as Secretary to the Board of Directors, and cause to be prepared notices, agendas, and minutes of meeting of the Board.
The President shall serve as advisor to the Chairman and Program of Work Committee and shall assemble information and data and cause to be prepared special reports as directed by the program of the Chamber.
The President shall be a non-voting member of the Board of Directors, the Executive Committee and all committees.
With assistance of the Vice Chairmen, the President shall be responsible for administration of the Program of Work in accordance with the policies and regulations of the Board of Directors.
The President shall be responsible for hiring, discharging, directing and supervising all staff employees.
With cooperation of the Program of Work Committee and Budget Committee, the President shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to approval of the Board of Directors. The President shall also be responsible for all expenditures with approved budget allocation.
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 actions. It shall be composed of the Chairman, Chairman-Elect, Vice Chairmen, Treasurer, and the President. The Chairman will serve as head of the Executive Committee. The Past Chairman shall serve in an advisory capacity on the Executive Committee.
Section 4 – INDEMNIFICATION
The Chamber may, by resolution of the Board of Directors, provide indemnification by the Chamber of any and all of its Officers or former Officers as spelled out in these Bylaws.
Section 5 – TERM OF OFFICE AND VACANCY
All officers shall serve for one year or until their successors are selected and qualified. In the event of a vacancy in any of the offices, the Board may fill said vacancy by appointment of the Chairman with a majority vote of the Board. The appointed officer shall serve the office for the unexpired portion of the predecessor officer’s term.
Section 6 – POWERS
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in Session and shall be accountable to the Board for the Executive Committee’s actions.
ARTICLE VI
COMMITTEES AND DIVISIONS
Section 1 – APPOINTMENT AND AUTHORITY
The Chairman, by and with the approval of the Board of Directors, shall appoint all committees, and committee leaders. The Chairman may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointments shall serve concurrent with the term of the appointing Chairman, unless a different term is approved by the Board of Directors.
It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.
Section 2 – LIMITATION OF AUTHORITY
No action by any member, committee, division, employee, Director or Officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors.
Committees shall be discharged by the Chairman when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.
Section 3 – TESTIMONY
Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence, the individuals they designate as being familiar enough with the issue to give testimony to, or make presentations before, civic and government agencies.
Section 4 – DIVISION
The Board of Directors may create such divisions, bureaus, departments, councils or subsidiary corporations as it deems advisable to handle the work of the Chamber.
The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations, including collection and disbursement of funds.
No action or resolution of any kind shall be taken by divisions, bureaus, departments, councils, or subsidiary corporations, unless approved by the Board of Directors.
Section 5 – Termination of Status
The Board of Directors, in its sole discretion, may terminate the existence of or its relationship with any of the divisions, bureaus, departments, counsels, subsidiary corporations or committees. The Board may, according to applicable law, combine, reorganize, or redefine any of such entities as the Board deems to be in the best interest of the Chamber.
ARTICLE VII
FINANCES
Section 1 – REVENUES AND DISBURSEMENTS
Upon approval of the budget, disbursements may be made on accounts and expenses provided for in the budget without additional approval by the Board. Disbursement for unbudgeted items shall be made only with the approval of the Executive Committee of the Board of Directors. Two (2) signers are required on all checks issued.
Section 2 – FISCAL YEAR
The fiscal year of the Chamber shall be January 1st through December 31st.
Section 3 – BUDGET
As soon as possible after election of the new Board of Directors and Officers, the Executive Committee
shall adopt the budget for the coming year and submit it to the Board of Directors for approval.
Section 4 – ANNUAL AUDIT
The accounts of the Chamber of Commerce shall be audited annually as of the close of business on December 31 by a public accountant. The audit shall at all times be available to members of the Chamber within the offices of the Chamber.
Section 5 – BONDING
The President and such other Officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber.
ARTICLE VIII
Section 1 – PARLIAMENTARY AUTHORITY
The current edition of Parliamentary Procedure shall be the final source of authority in all questions of parliamentary procedure when such rules are inconsistent with the Charter or Bylaws of the Chamber.
ARTICLE IX
AMENDMENTS
Section 1 – REVISIONS
These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members at any regular or special meeting, providing the notice of 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.
ARTICLE X
DISSOLUTION
Section 1 – PROCEDURE
The Chamber shall use its funds only to accomplish the objective and purposes specified in these Bylaws, and no part of said funds shall insure, 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 in IRS Section 501(c)(3).
THESE BYLAWS SHALL SUPERSEDE ALL PREVIOUS BYLAWS AND PAST PRECEDENT.
Adopted: June 8, 1981
Amended: August 12, 1985
Amended: April 10, 1987
Amended: November 29, 1988
Amended: January 14, 2000
Amended: May 18, 2020
Amended: September 25, 2024
Amended: March 10,2025
MEMBERS OF THE BOARD OF DIRECTORS AT THE TIME OF ADOPTION:
Alison Walker, Chad McFarlane, Chuck Schmidt, Cynthia Pina, Diana Román, Debra Airheart, Deana Elliott Boyd, Harold Wilson, Karla Dunson, Kevin Hargis, Maria Robertson, Matthew Baker, Tonya Richardson-Dean, Terry Darst, and Yahira Garcia