Chamber By-Laws
Article I – Name, Purpose and Limitations of the Chamber
Section 1 – Name
The name of the organization shall be the Lake Buchanan/Inks Lake Chamber of Commerce and Visitor Center, referred to as “the
Chamber”. This organization is incorporated under the laws of the State of Texas and is a registered 501(c)(6).
Section 2- Purpose and Mission
A. The purpose of the Chamber shall be to advance and promote the commercial, industrial and civic welfare of the Lake Buchanan/Inks
Lake area and its trade territory.
B. The mission of the Chamber is
Section 3 – Limitations
The activities of the Chamber shall be non-partisan, non-sectional and non-sectarian.
Article II – Membership in the Chamber
Section 1- Eligibility
All members in good standing, referred to hereafter as the “Members”, of the Chamber shall be any corporation, sole proprietorship, partnership,
association, estate, or individual having an interest in the purpose and mission of the Chamber who has paid their annual dues and with majority vote
of the Board of Directors may subscribe to membership in the Chamber.
To maintain eligibility as a Member of the Chamber, membership must be renewed annually on or before February 28th or 30 days from the date of
their invoice by the paying of that year’s dues. All Regular voting members must in all respects comply with the Articles of Incorporation, By-laws and
other Rules and Regulations of the Chamber.
Section 2- Membership Classification
The Members of the Chamber shall be comprised of the membership classifications listed below.
A. Business Members – Any corporation, partnership, sole proprietorship, association, or estate interested in the purpose of this Chamber is eligible for
business membership. Business members shall pay dues, annually and shall be entitled to one vote on legislative and elective matters at any Chamber
membership meeting.
B. Secondary or Additional Business – Any Business Member that would like to have an additional business promoted separately for their primary
membership can apply for a secondary membership for the additional business. Secondary businesses shall pay dues, annually, and shall be entitled to
one vote on legislative and elective matters at any Chamber membership meeting.
C. Non-Profit Membership – Any organization that is an entity that operates for the collective public or social benefit whereupon surplus revenue is
used to further the organization’s mission and/or are granted tax-exempt status by the government, is eligible for non-profit membership. These
Members shall pay dues annually, and shall be entitled to one vote on legislative and elective matters at any Chamber membership meeting.
D. Individual Membership – Any individual, including but not limited to employees of area businesses, retired residents, educators, elected officials,
non-profit organizations and clergy, is eligible for individual membership. These members shall pay dues annually and shall be entitled to one vote on
legislative and elective matters at any Chamber membership meeting.
E. Honorary Members – Businesses and individuals with distinction in public affairs shall be eligible for honorary membership. Election to honorary
membership shall require two-thirds vote of the Board of Directors of the Chamber. Honorary members shall not be entitled to vote, or hold office in
the Chamber, but shall enjoy all other privileges of active membership and are exempt from paying dues. Honorary members may also be referred to
as “Lifetime Members”.
F. In-Kind Members: Business members may, with the Board of Directors approval, enter into a contractual agreement of mutual non-cash benefit with
the Chamber that includes goods, professional services, products or the like at fair market value up to the cost of their membership.
Section 3 – Application
Each Membership application form shall be signed by the applicant or digitally submitted and shall state the name and address of the person who shall
represent each membership. Notice to the Chamber will be required should the designated representative be changed.
Section 4 – Election
Election to membership shall require a two-thirds vote of the Board of Directors.
Section 5 – Termination
Termination includes resignation, expulsion and delinquency. Any member may resign from the Chamber upon written request to the Board of
Directors. Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after 90 days from the due date
unless otherwise extended for good cause. Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled
meeting thereof, for conduct unbecoming a member or prejudicial to aims or repute of the Chamber either immediately, or if the Chamber has
questions after notice and opportunity for a hearing are afforded the member complained against.
Section 6 – Transfer of Membership
Membership to this Chamber is not transferable or assignable unless by approval of the Board of Directors.
Section 7 – Dues
Yearly dues shall be due and payable when a prospective business, non-profit or individual applies for Membership to the Chamber. To remain a
Member in good standing annual dues are provided via electronic invoice and mailed invoice to each member on or before February 1st and should
be paid on or before February 28th of each year. Any Member not paying their dues on or within 30 days of receiving their electronic and/or the date
on the mailed invoice shall be considered delinquent and not eligible for services or to vote, to serve on committee or to be a Board of Directors
member until all past dues have been paid in full.
Membership dues shall be at such rate or rates, schedule or formula as may be determined and approved by the Board of Directors. Any increase in
dues shall be provided in writing to the Membership at least 60 days prior to the new fiscal year and/or annual dues invoicing is sent to the
Membership.
Section 8 – Certificate of Membership
The Board of Directors may provide for the issuance of a certificate or plaque evidencing Membership in the Chamber, which shall be in such a form as
may be determined by the Board. The name and address of each Member and the date of issuance of the certificate or plaque shall be entered on the
records of the Chamber. Any certificate or plaque may be issued therefore on such terms and conditions as the Board of Directors may determine.
Section 9 – Annual Membership Meeting
An annual membership meeting of the Chamber shall be held each calendar year. At the annual meeting, Members may transact any business as may
come before the meeting. Written notice of the annual membership meeting shall be given and shall deemed to be delivered when emailed, or notice
given via membership newsletters and/or posts on social media to the membership. Email and newsletter notice shall be deemed sufficient notice if
emailed to an authorized email address provided by the member. Notice of the annual membership meeting must be provided to the membership at
least 30 calendar days before the meeting is held. Ten percent of the dues paying Members shall constitute a Quorum at the annual membership
meeting. If a Quorum is not present, a majority of the Members present may adjourn the meeting without further notice.
Article III- The Chamber Board of Directors Board of Directors
Section 1 – General Board Authority
The Board of Directors shall manage the property and affairs of the Chamber and shall carry out its commercial, industrial, public, legislative and
financial policies. The Board of Directors shall have power to acquire and dispose of property, to appoint such officers and agents of the Chamber as it
shall deem advisable, to fix the compensation of the employees of the Chamber and, in duties, to create such councils, including the Executive
Committee, and to designate as Member of such councils persons as it shall determine and to confer upon such council such powers, authority and
duties as it may deem advisable and generally to do any and every lawful objects of the Chamber.
Section 2 – Responsibilities
A. Duty of Care: I will act with prudence, attention, and diligence and:
1. Understand and ensure the mission and purpose of Lake Buchanan/Inks Lake Chamber of Commerce and Visitor’s Center.
2. Attend all regular and special board meetings and actively participate in proceedings.
3. Serve on at least one committee. Attend all regular committee meetings and actively participate in the proceedings.
4. Be accessible, at least by phone or e-mail, to staff and other board members as needed.
5. Participate in board member orientation.
6. Maintain membership either via my business or as an individual of the Lake Buchanan/Inks Lake Chamber of Commerce.
7. Solicit new membership as part of my financial contribution, including in-kind memberships that benefit the Lake Buchanan/Inks Lake Chamber of
Commerce and Visitor Center.
8. Attend as many Chamber and community events and fundraisers as possible.
9. Fulfill commitments within agreed-upon deadlines.
B. Duty of Loyalty: I will prioritize the Lake Buchanan/Inks Lake Chamber of Commerce and Visitor Center's interest over personal or professional gain.
1. Share resources and talents with the organization, including expertise, contacts for financial support, and contacts for in-kind contributions.
2. Serve as an advocate for the organization within my circles of influence — personal, business, faith, civic, etc.
3. Maintain and promote high ethical standards including good-faith board decision making and avoiding an actual or perceived conflict of interest
with other activities, interests, and/or organizations with which I may be involved.
4. Communicate effectively and respect the diverse opinions of others.
5. Agree that in the event, for whatever reason, I can no longer fulfill my duties and responsibilities as a board member, I will immediately notify the
board chair and make arrangements to transfer any outstanding responsibilities to other members of the board.
C. Duty of Obedience: I will uphold the Lake Buchanan/Inks Lake Chamber of Commerce and Visitor Center's mission, bylaws, vision and all relevant
laws.
1. Understand the values of Lake Buchanan/Inks Lake Chamber of Commerce and Visitor Center as a nonpartisan, apolitical, non-sectional and non
sectarian organization and reflect that in my decision making and actions
2. Maintain the confidentiality of the private information of the organization, staff, clients, and other board members.
3. Be fiscally responsible for the organization by being familiar with and approving Lake Buchanan/Inks Lake Chamber of Commerce and Visitor
Center budget.
Section 3 – Restrictions
A. The Board of Directors shall not lend the support of the membership to any political subject and shall prohibit any political speeches, or debates at
any meeting of the membership, Board of Directors meetings or in to the general public on any controversial subject, or personal political issue that
may be deemed partisan, political, sectional or sectarian. Upon proof of guilt of such conduct, the officer may be declared vacant by a vote of the
majority of the Board.
B. The Board of Directors shall not be comprised of relationships that contribute to potential or determined conflict of interest including immediate
family, extended family, marriages, domestic partnerships, business partnerships or shared financial interests. Any community members regardless of
relationship may and are encouraged to serve on Committee(s) as non-voting Chamber Members and active participants provided the Committee
Chair or Committee Lead does not have a defined conflict of interest. All relationships as defined are considered duality or potential conflict of interest
and should be disclosed by all Board of Directors per the Chamber’s Conflict of Interest policy and on the Chamber’s Conflict of Interest form.
Section 4 – Board Executive Committee and At-Large Status
A. Formation of the Executive CommitteeThe Executive Committee is comprised of the President of the Board, Vice President, Treasurer,
Parliamentarian and, if elected, the Secretary. The Executive Committee is appointed by the Board of Directors and requires a majority vote by
quorum during the January regular board meeting. The President of the Board serves as the Executive Committee Chair. Appointees to the Executive
Committee should have served and completed one term and be a Member in good standing.
B. The duties of the Executive Committee include:
1. Performing a critical role in nonprofit governance by acting on behalf of the full board between meetings in urgent situations and to address time
sensitive issues that require immediate attention.
2. Setting strategic direction and priority for the organization that sets long-term vision and strategy for the Chamber.
3. Provide oversight for critical projects or initiatives, monitoring progress and addressing any shareholder or partnership issues or roadblocks.
4. Evaluation of the Chamber Director’s role, duties, tasks, performance and salary.
C. All Executive Committee Board of Directors members are also At-Large Board Members.
Section 5 – Board Actions
A. Quorum
A minimum of five (5) Directors shall constitute a quorum for the transactions of business at any meeting of the Board, but if less than a quorum is
present at the meeting, a majority of the Directors present may adjourn the meeting without further notice.
B. Voting
The voting process for board members involves:
1. Motion: A motion is introduced to propose a specific action or resolution and is included in the meeting agenda.
2. Second: Once a motion is presented, it must be seconded by at least one Board member to proceed.
3. Discussion: Board members may discuss any matter brought to the Board by Agenda or by Motion, allowing for debate and consideration of
potential impact to or on the organization.
4. Amendments: If changes are needed, Board members may propose amendments to the Motion before it is seconded.
5. Voting can be conducted via voice vote, a show of hands, written ballots or electronic vote.
6. The Board President announces whether the motion has passed or failed.
7. After the vote, the Secretary or Executive Director, if designated, documents the motion, discussion, second, and results in the meeting minutes for
future reference.
C. Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of the
greater number is required by these By-laws. A Director who holds a voting position with another organization or who in any individual or professional
way demonstrates duality or conflict of interest shall not vote on any requests for support presented to the Board of Directors on behalf of that other
organization.
Section 6 – Board Membership (Directors)
A. Number, Tenure and Qualifications
The government and policy-making responsibilities of the Chamber shall be vested in no more than eleven, (11), and no fewer than five (5), active
Member representatives, to be known as the Board of Directors and elected at the will of the Members. The term of a new Director shall be two years.
Directors whose terms are renewed shall serve for three years. After three consecutive terms, a Director is ineligible to serve on the Board for two
years, whereupon the Director’s eligibility is restored. Terms of the Directors shall be staggered so that one-third of the Director’s positions are elected
each year. The Executive Committee of the Chamber shall also be Directors and included in the total number of Directors, and are appointed.
B. Nomination and Selection
The President of the Board shall appoint a nominating committee before August 15th, which shall return a slate of nominees by the September board
meeting. Open applications will be sent out to the Members on or before the end of September and nominees contacted with all interviews to be held
on or before the October board meeting. A closed session election to review and determine the qualifications of all board applicants shall be held on
or before October 15th.
C. Election of Directors
For the 2025 and 2026 terms, Directors shall be renewed, elected and or appointed by the Board of Directors following a nomination, application and
election process internal to the Chamber. The two subsequent Board of Directors shall be announced to the Membership at the Annual Membership
Meeting and a vote taken to approve/ not approve the Board of Directors for that term.
Starting in 2027, Directors shall be regularly elected by the secret ballot of the active membership via online and mailed ballot no later than November
1st, of each year. Only those ballots received back by the Members to the Board of Directors by the December board meeting will be counted. Newly
elected Directors are required to attend a Board Orientation, and will be provided a Board Mentor. All newly elected Directors shall complete their
Board Orientation prior to taking office on January 1st with newly elected Directors serving a two-year term. No more than six (6) Directors shall be
regularly elected in one year.
D. Duties
The duties of all Board of Directors shall be:
1. Upon election and appointment to the Board, to serve a first term of two years.
2. If successful and reappointed, the second and ongoing terms are for three years.
3. To elect by majority vote, the Officers of the organization from elected members of the Board. In the event of vacancies occurring among the
Officers, or other members of the Board of Directors, shall elect a successor, or successors for the remainder of the term, except in the case of
vacancy of the President, in which case, the Vice President would automatically assume the office.
4. To encourage open and free discussion of all matters affecting the commercial, industrial, and civic welfare of the Lake Buchanan, Inks Lake and
its area and trade territories.
5. To perform all legal duties as defined under Duty of Care, Duty of Loyalty and Duty of Obedience as defined in the Board of Director’s Board
Agreement.
6. To serve actively on at least one committee.
7. If appointed as Committee Chair or Committee Lead, to also serve on that committee.
8. To sign a Statement of Confidentiality and a Conflict of Interest statement.
9. To make every attempt to attend Chamber events, including board meetings, special meetings, mixers, and any community events hosted or co
hosted or sponsored by the Chamber.
10. To provide for a Chamber Director or other administrative employee of the Chamber Office to perform administrative work and perform other
duties as the Board of Directors or Officers may direct within the financial means of the Chamber.
11. To set a salary and term for the Chamber Director. Contract for such employment shall be reviewed for renewal annually or as designated by
contract. Prospective managers or employees shall not attend the portion of any meeting at which decisions are discussed or reached concerning
employment.
E. Removal or Forfeiture
Any member of the Board of Directors elected by the Members may be removed by the Members and/or the Board of Directors whenever, in their
judgment, the best interests of the Chamber would be served thereby. A petition for removal must be signed by at least 10% of the voting Members
and presented to the Board of Directors at any meeting of the Board of Directors or at the annual membership meeting. A petition may also be
delivered to the Chamber office in person or via email. The Executive Director, having certified the validity of the petition signatures and/or
documenting the concerns of the Member or Board of Directors shall present the matter to the Board of Directors at the next Board of Directors
meeting.
If the reason for removal violates the duties of care, loyalty and/or obedience as set forth in the Board of Directors’ Board Agreement, the Board of
Directors may remove that Director provided a legal quorum is presented by majority vote. If there are additional questions or if the reason for removal
by Member petition is unclear, and upon certifying the validity of the petition signatures, the Board of Directors shall present the matter to the
Members at the next general or special meeting, where a vote will be taken to resolve the issue of removal from office and/or the Board of Directors. A
majority vote, assuming legal quorum of the membership is present or 10% of the members, is sufficient for removal.
Any Officer, or Director At-Large absent from three (3) consecutive meetings of the membership and /or Board of Directors, shall relinquish his or her
office on the Board of Directors upon a majority vote of the Board and shall be notified of his/her forfeit by the Board President.
F. Vacancies
Any vacancy occurring in the Board of Directors and any Director position because of death, resignation, disqualification or otherwise, shall be filled by
the Board of Directors for the un-expired term. The Member filling the Director’s or Officer’s vacancy shall fill such vacancy until the next election, at
which time the voting Members shall vote on a person to fill the un-expired term.
G. Compensation and ExpensesThe Board of Directors shall not receive any stated salaries for their services. Expenses such as travel, supplies, and
other such expenses directly related to the Chamber may be reimbursed with proper documentation (i.e. receipts, odometer readings for mileage, etc.)
and all expenses by the Board of Directors should be reported at the next regular Board meeting.
H. Informal Action by DirectorsAny action required by law to be taken at a meeting of Directors or any action, which may be taken at a meeting of
Directors, may be taken without a meeting and performed over email/written documentation if consent is provided in writing setting forth the action so
take and is approved and voted upo0n by a quorum of the Directors.
I. ResignationA Director must notify the Board in writing of intent to resign and the effective date of resignation. If a Director is unable to serve the full
term, the Board members shall elect an interim Director to serve the balance of the resigning Director’s term. Such special election shall require a two
thirds vote of the Board of Directors. See Article III, Section 4 – Vacancies for more information.
Section 7– Officers
The Officers of the Chamber shall be a President, Vice President, Treasurer and Parliamentarian of the Board and these officers shall comprise the
Executive Committee. The Executive Committee may include the Secretary of the Board if a Secretary is appointed and confirmed by the Board of
Directors. If a Secretary cannot be appointed and confirmed by the Board, the Executive Director will serve as Secretary but not hold a board vote. The
Executive Committee has specific duties and powers as defined in Article III, Section 4B.
A. President
The President shall preside at all meetings of the Chamber including the Board of Directors regular and special meetings and over the Executive
Committee. The President shall determine the need for councils, hereafter called “Special Committees”, subject to the approval of the Board and
perform all duties incidental to this office. The President shall appoint all Committee Chairs/Leads except those assigned directly to the Executive
Director, and shall be an ex-officio member of all committees except the Nominating Committee. The President, in conjunction with the Board, and
working with the Executive Director, shall prepare appropriate reports necessary to keep the Board of Directors informed of progress of the Chamber’s
goals, programs and efforts. The President will be authorized to sign checks.
To be eligible to be President of the Board, a person shall have been a member of the Board of Directors for a full preceding term. The President may
be appointed by the Board of Directors with a two-thirds majority vote, provided quorum is met. The President may serve for no more than three
consecutive one-year terms.
B. Vice President
The Vice President shall perform the duties and exercise the powers of the President should the President be incapacitated or otherwise unable to
perform the duties of the office. The Vice President shall preside over all Annual and regular Board Meetings during the absence of the President and
shall perform other duties as the Board may assign. The Vice President shall serve as a Committee Chair and shall meet quarterly, at minimum, with the
President and Executive Director to understand the strategies, risks, planning, goals and objectives of the organization should they be called upon to
serve in the capacity of and for the President. The Vice President shall assume the office of President should a vacancy occur. The Vice President will be
authorized to sign checks.
To be eligible to serve as Vice President of the Board, a person shall have been a member of the Board of Directors for a full preceding year. The Vice
President may be appointed by the Board of Directors with a two-thirds majority vote, provided quorum is met. The Vice-President may serve for no
more than three consecutive one-year terms.
C. Treasurer
The Treasurer shall be responsible for all funds and securities of the Chamber and ensure an accurate and complete accounting is kept of all receipts,
income and disbursements; disburse the funds of the Chamber as may be authorized by the Board of Directors in a timely manner, render a written
accounting of all income, transactions and changes in the financial condition of the Chamber at their regular meeting and audit and ensure the
accurate keeping of all financial books and records of the Chamber working directly with the Executive Director. Additional financial activities and
other duties as usually pertain to this office and/or are designated by the President of the Board may also fall within the purview of Treasurer. The
Treasurer may support the work of the Executive Director and staff pertaining to general finance, fundraising, grants, estate planning gifts, foundations
and endowments. The Treasurer will be authorized to sign checks.
To be eligible to serve as Treasurer of the Board, a person shall have been a Chamber Member of good standing for a full preceding year and have the
skills and qualifications necessary to carry out the active duties of the Treasurer. The Treasurer may be appointed by the Board of Directors with a two
thirds majority vote, provided quorum is met. The Treasurer may serve for no more than three consecutive one-year terms.
E. Parliamentarian
Parliamentarian and address any questions regarding process or procedure and is responsible for ensuring that meetings are conducted in accordance
with established rules and procedures. The Parliamentarian advises the presiding Officer and other Board of Directors members on procedural
matters, clarifying rules for Members and assisting in the proper framing of motions, providing guidance to maintain order and adherence to all
procedural guidelines as defined under the By-laws and any other processes or procedures as defined by the Chamber. The Parliamentarian serves as
Committee Chair of the Governance Committee.
To be eligible to serve as Parliamentarian, a person shall have been a member of the Board of Directors for the preceding year and demonstrate a
thorough knowledge of Robert’s Rules of Order. The Parliamentarian may be appointed by the Board of Directors with a two-thirds majority vote,
provided quorum is met. The Parliamentarian may serve for no more than three consecutive one-year terms.
F. Secretary
The Secretary shall attend all possible meetings of the Board of Directors and record the minutes of the meeting to the Board of Directors. Meetings
must still be recorded when the Secretary is unable to attend and such duties may be extended to the Executive Director when a motion is made and
by a majority vote of the Board of Directors. The Secretary shall preserve in books true minutes of the proceedings, shall keep a list of all active
Members, and will ensure proper preservation of all the books, reports, and records of the Chamber. The Secretary shall handle the correspondence of
the Chamber as designated and delegated by the President of the Board and/or the Board of Directors when a motion is made and by a majority vote
by the Board, and shall perform such other duties and acts as usually pertains to that office. The Secretary may serve as a Committee Chair.
To be eligible to serve as Secretary, a person shall have been a Chamber Member of good standing for a full preceding year. The Secretary may be
appointed by the Board of Directors with a two-thirds majority vote, provided quorum is met. The Secretary may serve for no more than three
consecutive one-year terms.
Section 8 – Board Committees
A. Establishment of Committees
Standing or special committees may be established with the provision of committee formation request to the Board of Directors either by motion or by
request of the Executive Director. The formation request should include the purpose of the committee, the skills and expertise needed on the
committee, the responsibilities of the committee, meetings and meeting protocols, and how and who will document the proceedings and when and
how the Board of Directors will receive updates.
Committee Chairs shall be appointed by the President of the Board following elections with the following exceptions: Nominating, Chamber
Ambassadors, Membership and Economic Development. Committee Chairs shall serve a term as designated by the President but for no more than the
President’s current term of office. There is no restriction on the number of terms a Member may be appointed and serve as the Chair of a Committee.
Board of Directors should serve on at least one committee and committee positions may be held by Members in good standing. Members may be
appointed to Committee Chairs. All Committees report to the Board of Directors but do not hold a vote unless elected to the Board of Directors.
B. Authority and DutiesThe Board of Directors shall authorize and define the powers and duties of all committees by review and acceptance of the
Committee Handbook, written by the Chamber Executive Director.
C. Standing Committees
1. Nominating Committee
a. Formation
A Nominating Committee shall be formed by August 1st of each year, as called by the President of the Board and shall be composed
of three to five appointees whom shall be selected at the August Board Meeting. This Nominating Committee shall consist of three Board
Members and can include two representatives from the general Membership who are not seeking election, or renewal of their term.
The Nominating Committee shall identify the needs of the Board of Directors, determine who may be approaching the end of their term, who of
those may be seeking re-election or resignation and determine if there are active Members in good standing and/or community members for
recruitment of a Board of Directors’ position. The President of the Board nor the Chamber Director may not serve on nor Chair the Nominating
Committee. The Nominating Committee shall appoint its own Committee Chair.
b. The duties of this committee shall be:
i. To nominate candidates for the election ballot for Directors,
ii. To review applications and interview interested candidates who would like to self-nominate
iii. To provide a final candidate roster to be known as the official ticket, from which the members shall elect Directors.
iv. To accept nominations from the membership to be added to the official ticket.
v. To arrange for the Director to distribute ballots.
vi. To act as election judges who shall tally the ballots.
vii. To ensure the Election process is complete before the December Board Meeting.
2. Governance Committee
a. Formation
The governance committee plays a crucial role in nonprofit organizations by overseeing how the board of directors functions, board
development, compliance and performance assessment. This helps guide the Chamber towards achieving its mission and maintaining
sustainability. The Parliamentarian serves as the Governance Committee Chair unless otherwise appointed by the President of the Board.
b. The duties of the Governance Committee include
i. Compliance oversight ensuring the Board of Directors adheres to their legal duties and adheres to state and federal regulations as well as
the Chamber’s established governance framework.
ii. Assesses Board of Director’s performance and effectiveness, making recommendations for improvements as needed.
iii. Supports Board Development by facilitating ongoing education for current board members and staff.
3. Membership Committee
The Membership Committee is responsible for seeking new Members, and maintaining and growing the organization’s membership. This
committee will monitor and assist the Executive Director in the renewal of all members, provide member surveys, seek and maintain active
relationships and communications with active and prospective Members and make reports as to the condition and health of the Chamber’s
membership to the Board of Directors. The Chamber Director serves as the Membership Committee Chair.
4. Chamber Ambassadors Committee
The Chamber Ambassador Committee is responsible for coordinating a volunteer schedule for the Visitor Center during all open hours, for
events and programming and will promote the Chamber and Visitor Center in an effort to attract and recruit new Members, maintain
relationships with existing Members, coordinate all trainings, Ambassador Meetings, and coordinate and hold Ambassador Appreciation events
and/or recognition. The Chamber Director shall serve as a committee member and may hold the position of Chamber Ambassador Committee
Chair upon appointment by the President.
5. Lakes Conservation and Protection Committee
The Lakes Conservation and Protection Committee is responsible for the alignment of the needs of protecting the lakes and their ecosystems
with local commercial interests of our members and in support and promotion of eco-tourism. This Committee will directly partner and
collaborate with Lake Buchanan Conservation Corp, Inks Lake State Park, Friends of Inks Lake State Park, Inks Dam National Fish Hatchery, Friends
of the Inks Dam National Fish Hatchery, Texas Parks and Wildlife Department and other state, local, legislative and conservation groups to align
Chamber and Chamber members’ goals and objectives with the goals of our partners including events, education, marketing, promotion,
legislative support and other areas as identified by the Chamber. The Chamber Director shall serve as a committee member.
6. Economic Development Committee
a. Formation
The Economic Development Committee focuses on various aspects of economic growth and community development within the Lake
Buchanan and Inks Lake area and its established trade territories as set by the Chamber’s membership and within the two Precinct 2 of Burnet
and Llano Counties. The Chamber Director serves as Committee Chair of the Economic Development Committee.
b. The duties of the Economic and Development Committee include business growth and retention, workforce development including
quarterly lunch and learns, regional marketing and policy advocacy engaging with local, state and federal agencies to advocate for pro
business and community influenced policies and initiatives to support the Chamber’s area and trade territories.
7. Fundraising Committee
a. FormationThe Fundraising Committee plays a crucial role in a non-profit organization by overseeing the planning, development,
management, and implementation of fundraising strategies. The Chamber Director shall serve as a committee member of the Fundraising
Committee.
b. The primary duties of the Fundraising Committee include development of a comprehensive fundraising plan including goals, strategies and
timelines, raising funds to generate financial support to sustain the Chamber’s mission and programs, ensuring the Chamber has the necessary
resources to operate effectively and achieve its goals and community engagement through fundraising activities, including fostering
relationships with donors, volunteers and the community.
D. Special Committees
A special Committee may be created as deemed necessary by motion, or resolution at the Board of Directors, or Chamber membership meetings.
Special committees are considered temporary committees and may operate as the Board of Directors deems necessary, for a term as designated by
the Board of Directors or as long as required to complete a designated project, objective and/or goal.
Section 9 –Meetings
The Board of Directors shall determine, establish and hold regular meetings, special meetings and one Annual membership meeting per year.
Meetings shall be established and provided to all Board of Directors, staff, Members and the community-at-large at the Annual Meeting held each
January. The Meeting Schedule is set when a motion is made and approved by a majority vote of the Board of Directors Changes to the established
meetings require a 2/3 vote of the Board of Directors and must be changed due to justifiable cause. Notice of meeting changes must be made to all
relevant parties including, but not limited to, the Board of Directors, staff, Members, and the community-at-large within 48 hours of the approval vote.
A. Regular Meetings
The Board of Directors shall meet regularly on a monthly basis, or as otherwise scheduled by the Board of Directors. 10 regular Board Meetings must
occur in a fiscal year and the Board meetings must meet quorum. Regular board meetings shall occur the second Monday of each month starting at or
around 5:30 PM.
B. Special Meetings
Special Meetings, or sessions of the membership, or Board of Directors may be called by the President, or shall be called by the President upon
majority vote of the Board of Directors. A written notice, electronic notice, or telephone notice must be given twenty four hours prior and the purpose
of the meeting must be stated in the notice.
C. Membership Meetings
Membership meetings shall be held in January of each year or as deemed necessary by the Board of Directors. The Board of Directors shall provide
for the holding of a meeting of the newly elected Board of Directors no later than one week before the annual membership meeting to confirm
appointed Officers and to review the goals and objectives to be presented to the Members.
D. Planning Meetings
An annual planning meeting must be held for the upcoming fiscal year not before August 1st and no later than mid-September of each year. The
outcomes of the Planning Meeting will include goals and objectives for the next fiscal year and a proposed budget.
Article IV – Chamber Finances
Section 1- Dues
Each Member shall pay annual membership dues as provided in Article II, Section 9.
Section 2- Assessments
In the event additional funds are needed to carry on the Chambers programs, the Board of Directors is empowered to request a voluntary assessment
on each membership during the year.
Section 3 – Resignation
Each Member shall be liable for dues until the Chamber has received notice of resignation.
Section 4 - Delinquency
If any Member shall fail to pay his/her dues within thirty days after the due date, they shall be notified in writing that their name will be removed from
the membership roster and services cease until dues are paid in full.
Section 5 – Financial Report
At the regular monthly meeting of the Board, the Director shall present, on a form adopted by the Board, a statement showing receipts and
disbursements for the prior month, a recapitulation for that portion of the budget year already consumed. Such report shall be filed with the Treasurer
and incorporated into the minutes of the meeting.
Section 6 – Disbursements
No disbursements of the funds of the Chamber shall be made unless approved and ordered by the Board of Directors. All disbursements shall be
made by check, EFT or debit/credit card. The Chamber Director, President, Vice President and/or Treasurer of the Board shall have authority to sign
checks, with two signatures required.
Section 7 – Appropriations
No appropriations of money shall be made for any purpose outside of the regular course of business unless first approved by the Board of Directors.
Regular course of business shall include rent, utilities, equipment, supplies, fees or miscellaneous purchases required to allow for the day to day
functioning of the Chamber and Visitor Center. The Director may make purchasing decisions up to $500 to conduct the business of the Chamber and
Visitor Center without Board approval but with Board review via the Director’s monthly Financial Report as provided to the Board of Directors.
Section 8 – Fiscal and Financial Year
The fiscal year is the 12-month period used for accounting purposes and shall confirm to the calendar year used for accounting and budgeting
purposes by the government starting on January 1st and ending on December 31st. The financial year of the Chamber for purposes of budgeting,
operating expenses, planning, events and fundraising begins on October 1st and ends on September 30th. All taxes and reports required by federal
and state law are filed in compliance with the Chamber’s fiscal year.
Section 9 - Indemnification
The Chamber shall indemnify (which indemnification shall include, without limitation, the advancement of reasonable expenses) any person who is or
was a Board of Director or Officer of the Chamber to the fullest extent required or permitted by applicable law. In addition, the Board of Directors shall
have the power to indemnify (which indemnification shall include, without limitation, the advancement of reasonable expenses) to the fullest extent
permitted by law such other persons as the Board of Directors may determine from time to time. The Chamber shall have the power to purchase and
maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not the Chamber would have
the power to indemnify any person under the foregoing provisions. Any amendment to this Article IX shall be prospective and shall not reduce or
eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring prior to the date of any such
amendment.
Article V – Chamber Executive Director
The Chamber shall engage a Chamber Executive Director whom, based on skills and qualifications may be Administrative or Executive by title and in tasks. The Executive Director shall oversee all staff and operations of the Chamber and Visitor Center and reports directly to the Executive Committee of the Board of Directors. The Executive Director shall serve as administrator to all operations that pertains to carrying out the tasks, mission, purpose, goals and objectives of the Chamber and Visitor Center. The Executive Director shall develop and maintain all policies, procedures and records pertaining to financials and administration of the Chamber and Visitor Center under review and approval of the Board of Directors.
The Executive Director shall serve as Committee Chair for the Membership Committee, the Chamber Ambassador Committee and the Economic Development Committee The Executive Director shall serve with due diligence on the Fundraising Committee and the Lakes Conservation and Preservation Committee. The Executive Director shall meet as needed with other Committee Chairs and attend committee meetings as requested and required. The Executive Director shall not and may not serve on the Nominating Committee to ensure no conflict of interest.
The Executive Director is to attend all regular Board Meetings and make presentations to the Board of Directors whenever necessary. The Executive Director shall be involved in the coordination, interpretation and delivery of all internal and external education programs, all Chamber and community events and the Chamber’s ongoing and fundraising activities. The Executive Director shall assist in the administration duties and work related to fundraising, grants, outreach, marketing, public relations, Ambassador/volunteer coordination and property/facilities management.
Article VI – Parliamentary Authority
Robert’s Rules of Order Newly Revised shall govern this organization in all meetings and parliamentary procedures not provided for in these by-laws.
Article VII – Electronic Communications and Transactions
Section 1 – Board of Directors Communication
Communication between the members of the Board of Directors may be done by electronic mail for a regular or special meeting of the Board of
Directors. This method of communication must be specifically voted on by a majority of the Board of Directors at a regular monthly meeting of the
Board of Directors
Section 2– Board of Directors Alternate Voting
Voting on a specific issues can be done by electronic mail before a regular or special meeting of the Board of Directors. If action on such a basis is
necessary, it must be ratified at the next regular Board meeting in order to become an official act of the Board.
Section 3 – Electronic Signatures
The Chamber shall permit electronic signatures, whether digital or encrypted, of the Directors or officers to authenticate any written document,
resolutions, or written consent and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or
process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or
email electronic signatures, pursuant to the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ann. § 322.001 et seq.) as amended from
time to time.
Article VIII – Amendments to the By-Laws
Section 1- Approval
All proposed amendments shall first receive the majority approval of the Board of Directors.
Section 2 – Amendments
These Bylaws may be amended, modified or repealed at any meeting of the Board of Directors by the affirmative vote of two-thirds (2/3) of the then-
current members of the Board of Directors. Notice of any Bylaw amendments, modifications or repeal shall be provided to the Board of Directors not
less than twenty (20) days prior to the meeting at which such amendment, modification or repeal is to be considered. By-laws may also be amended,
modified, or repealed by a quorum vote of the membership present and voting in any regular or special meeting provided the notice of the proposed
amendment has been sent to the membership within fifteen days prior to the meeting. Email voting on amending the By-laws is permitted.
Article IX - Dissolution
Dissolution of the Chamber requires a 2/3 majority vote by the Board of Directors and then, a 2/3 majority vote by the Membership. The Chamber, upon receiving such vote of Dissolution, must fill out the Articles of Dissolution – Non-Profit Corporation and file it with the Office of the Texas Secretary of State Corporations Section within one week – five business days – of the Membership 2/3 majority vote. The Chamber shall use its funds only to accomplish the objects and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Chamber. Upon dissolution of the Chamber, any funds remaining shall be distributed to one or more duly organized and qualified charitable, educational, scientific, or philanthropic organizations duly selected by and voted upon by the Board of Directors as defined in IRS Section 501(c)(6) and IRS Section 501(c)(3) as allowed by law.
----
These By-Laws were reviewed, edited and amended upon approval of the Lake Buchanan/Inks Lake Board of Directors on Monday, January 12, 2026. Members of the Board of Directors at the time of the Adoption include: Dr. Terry Northup, Dr. Ray Buchanan, Mandi Goldsmith, Ron Abshier, and Cindy Parker-Burleson.
These By-Laws were provided to the Members in active and good standing for review and quorum vote on Thursday, January 29, 2026.
These By-Laws were passed and accepted as the governing By-Laws of the Lake Buchanan/Inks Lake Chamber of Commerce on ______________ by _______% of the active Members vote.
As of ______________, these By-Laws shall supersede all previous By-Laws and past precedent.
Section 1 – Name
The name of the organization shall be the Lake Buchanan/Inks Lake Chamber of Commerce and Visitor Center, referred to as “the
Chamber”. This organization is incorporated under the laws of the State of Texas and is a registered 501(c)(6).
Section 2- Purpose and Mission
A. The purpose of the Chamber shall be to advance and promote the commercial, industrial and civic welfare of the Lake Buchanan/Inks
Lake area and its trade territory.
B. The mission of the Chamber is
- To promote and protect the interests of its members through advocacy, networking, marketing and services that foster business growth and economic development;
- To promote, protect, conserve and preserve the natural resources of our trade territories, especially the land, waters and ecosystems of our lakes, Buchanan and Inks;
- To build community through engagement, social events, social networking and community support.
Section 3 – Limitations
The activities of the Chamber shall be non-partisan, non-sectional and non-sectarian.
Article II – Membership in the Chamber
Section 1- Eligibility
All members in good standing, referred to hereafter as the “Members”, of the Chamber shall be any corporation, sole proprietorship, partnership,
association, estate, or individual having an interest in the purpose and mission of the Chamber who has paid their annual dues and with majority vote
of the Board of Directors may subscribe to membership in the Chamber.
To maintain eligibility as a Member of the Chamber, membership must be renewed annually on or before February 28th or 30 days from the date of
their invoice by the paying of that year’s dues. All Regular voting members must in all respects comply with the Articles of Incorporation, By-laws and
other Rules and Regulations of the Chamber.
Section 2- Membership Classification
The Members of the Chamber shall be comprised of the membership classifications listed below.
A. Business Members – Any corporation, partnership, sole proprietorship, association, or estate interested in the purpose of this Chamber is eligible for
business membership. Business members shall pay dues, annually and shall be entitled to one vote on legislative and elective matters at any Chamber
membership meeting.
B. Secondary or Additional Business – Any Business Member that would like to have an additional business promoted separately for their primary
membership can apply for a secondary membership for the additional business. Secondary businesses shall pay dues, annually, and shall be entitled to
one vote on legislative and elective matters at any Chamber membership meeting.
C. Non-Profit Membership – Any organization that is an entity that operates for the collective public or social benefit whereupon surplus revenue is
used to further the organization’s mission and/or are granted tax-exempt status by the government, is eligible for non-profit membership. These
Members shall pay dues annually, and shall be entitled to one vote on legislative and elective matters at any Chamber membership meeting.
D. Individual Membership – Any individual, including but not limited to employees of area businesses, retired residents, educators, elected officials,
non-profit organizations and clergy, is eligible for individual membership. These members shall pay dues annually and shall be entitled to one vote on
legislative and elective matters at any Chamber membership meeting.
E. Honorary Members – Businesses and individuals with distinction in public affairs shall be eligible for honorary membership. Election to honorary
membership shall require two-thirds vote of the Board of Directors of the Chamber. Honorary members shall not be entitled to vote, or hold office in
the Chamber, but shall enjoy all other privileges of active membership and are exempt from paying dues. Honorary members may also be referred to
as “Lifetime Members”.
F. In-Kind Members: Business members may, with the Board of Directors approval, enter into a contractual agreement of mutual non-cash benefit with
the Chamber that includes goods, professional services, products or the like at fair market value up to the cost of their membership.
Section 3 – Application
Each Membership application form shall be signed by the applicant or digitally submitted and shall state the name and address of the person who shall
represent each membership. Notice to the Chamber will be required should the designated representative be changed.
Section 4 – Election
Election to membership shall require a two-thirds vote of the Board of Directors.
Section 5 – Termination
Termination includes resignation, expulsion and delinquency. Any member may resign from the Chamber upon written request to the Board of
Directors. Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after 90 days from the due date
unless otherwise extended for good cause. Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled
meeting thereof, for conduct unbecoming a member or prejudicial to aims or repute of the Chamber either immediately, or if the Chamber has
questions after notice and opportunity for a hearing are afforded the member complained against.
Section 6 – Transfer of Membership
Membership to this Chamber is not transferable or assignable unless by approval of the Board of Directors.
Section 7 – Dues
Yearly dues shall be due and payable when a prospective business, non-profit or individual applies for Membership to the Chamber. To remain a
Member in good standing annual dues are provided via electronic invoice and mailed invoice to each member on or before February 1st and should
be paid on or before February 28th of each year. Any Member not paying their dues on or within 30 days of receiving their electronic and/or the date
on the mailed invoice shall be considered delinquent and not eligible for services or to vote, to serve on committee or to be a Board of Directors
member until all past dues have been paid in full.
Membership dues shall be at such rate or rates, schedule or formula as may be determined and approved by the Board of Directors. Any increase in
dues shall be provided in writing to the Membership at least 60 days prior to the new fiscal year and/or annual dues invoicing is sent to the
Membership.
Section 8 – Certificate of Membership
The Board of Directors may provide for the issuance of a certificate or plaque evidencing Membership in the Chamber, which shall be in such a form as
may be determined by the Board. The name and address of each Member and the date of issuance of the certificate or plaque shall be entered on the
records of the Chamber. Any certificate or plaque may be issued therefore on such terms and conditions as the Board of Directors may determine.
Section 9 – Annual Membership Meeting
An annual membership meeting of the Chamber shall be held each calendar year. At the annual meeting, Members may transact any business as may
come before the meeting. Written notice of the annual membership meeting shall be given and shall deemed to be delivered when emailed, or notice
given via membership newsletters and/or posts on social media to the membership. Email and newsletter notice shall be deemed sufficient notice if
emailed to an authorized email address provided by the member. Notice of the annual membership meeting must be provided to the membership at
least 30 calendar days before the meeting is held. Ten percent of the dues paying Members shall constitute a Quorum at the annual membership
meeting. If a Quorum is not present, a majority of the Members present may adjourn the meeting without further notice.
Article III- The Chamber Board of Directors Board of Directors
Section 1 – General Board Authority
The Board of Directors shall manage the property and affairs of the Chamber and shall carry out its commercial, industrial, public, legislative and
financial policies. The Board of Directors shall have power to acquire and dispose of property, to appoint such officers and agents of the Chamber as it
shall deem advisable, to fix the compensation of the employees of the Chamber and, in duties, to create such councils, including the Executive
Committee, and to designate as Member of such councils persons as it shall determine and to confer upon such council such powers, authority and
duties as it may deem advisable and generally to do any and every lawful objects of the Chamber.
Section 2 – Responsibilities
A. Duty of Care: I will act with prudence, attention, and diligence and:
1. Understand and ensure the mission and purpose of Lake Buchanan/Inks Lake Chamber of Commerce and Visitor’s Center.
2. Attend all regular and special board meetings and actively participate in proceedings.
3. Serve on at least one committee. Attend all regular committee meetings and actively participate in the proceedings.
4. Be accessible, at least by phone or e-mail, to staff and other board members as needed.
5. Participate in board member orientation.
6. Maintain membership either via my business or as an individual of the Lake Buchanan/Inks Lake Chamber of Commerce.
7. Solicit new membership as part of my financial contribution, including in-kind memberships that benefit the Lake Buchanan/Inks Lake Chamber of
Commerce and Visitor Center.
8. Attend as many Chamber and community events and fundraisers as possible.
9. Fulfill commitments within agreed-upon deadlines.
B. Duty of Loyalty: I will prioritize the Lake Buchanan/Inks Lake Chamber of Commerce and Visitor Center's interest over personal or professional gain.
1. Share resources and talents with the organization, including expertise, contacts for financial support, and contacts for in-kind contributions.
2. Serve as an advocate for the organization within my circles of influence — personal, business, faith, civic, etc.
3. Maintain and promote high ethical standards including good-faith board decision making and avoiding an actual or perceived conflict of interest
with other activities, interests, and/or organizations with which I may be involved.
4. Communicate effectively and respect the diverse opinions of others.
5. Agree that in the event, for whatever reason, I can no longer fulfill my duties and responsibilities as a board member, I will immediately notify the
board chair and make arrangements to transfer any outstanding responsibilities to other members of the board.
C. Duty of Obedience: I will uphold the Lake Buchanan/Inks Lake Chamber of Commerce and Visitor Center's mission, bylaws, vision and all relevant
laws.
1. Understand the values of Lake Buchanan/Inks Lake Chamber of Commerce and Visitor Center as a nonpartisan, apolitical, non-sectional and non
sectarian organization and reflect that in my decision making and actions
2. Maintain the confidentiality of the private information of the organization, staff, clients, and other board members.
3. Be fiscally responsible for the organization by being familiar with and approving Lake Buchanan/Inks Lake Chamber of Commerce and Visitor
Center budget.
Section 3 – Restrictions
A. The Board of Directors shall not lend the support of the membership to any political subject and shall prohibit any political speeches, or debates at
any meeting of the membership, Board of Directors meetings or in to the general public on any controversial subject, or personal political issue that
may be deemed partisan, political, sectional or sectarian. Upon proof of guilt of such conduct, the officer may be declared vacant by a vote of the
majority of the Board.
B. The Board of Directors shall not be comprised of relationships that contribute to potential or determined conflict of interest including immediate
family, extended family, marriages, domestic partnerships, business partnerships or shared financial interests. Any community members regardless of
relationship may and are encouraged to serve on Committee(s) as non-voting Chamber Members and active participants provided the Committee
Chair or Committee Lead does not have a defined conflict of interest. All relationships as defined are considered duality or potential conflict of interest
and should be disclosed by all Board of Directors per the Chamber’s Conflict of Interest policy and on the Chamber’s Conflict of Interest form.
Section 4 – Board Executive Committee and At-Large Status
A. Formation of the Executive CommitteeThe Executive Committee is comprised of the President of the Board, Vice President, Treasurer,
Parliamentarian and, if elected, the Secretary. The Executive Committee is appointed by the Board of Directors and requires a majority vote by
quorum during the January regular board meeting. The President of the Board serves as the Executive Committee Chair. Appointees to the Executive
Committee should have served and completed one term and be a Member in good standing.
B. The duties of the Executive Committee include:
1. Performing a critical role in nonprofit governance by acting on behalf of the full board between meetings in urgent situations and to address time
sensitive issues that require immediate attention.
2. Setting strategic direction and priority for the organization that sets long-term vision and strategy for the Chamber.
3. Provide oversight for critical projects or initiatives, monitoring progress and addressing any shareholder or partnership issues or roadblocks.
4. Evaluation of the Chamber Director’s role, duties, tasks, performance and salary.
C. All Executive Committee Board of Directors members are also At-Large Board Members.
Section 5 – Board Actions
A. Quorum
A minimum of five (5) Directors shall constitute a quorum for the transactions of business at any meeting of the Board, but if less than a quorum is
present at the meeting, a majority of the Directors present may adjourn the meeting without further notice.
B. Voting
The voting process for board members involves:
1. Motion: A motion is introduced to propose a specific action or resolution and is included in the meeting agenda.
2. Second: Once a motion is presented, it must be seconded by at least one Board member to proceed.
3. Discussion: Board members may discuss any matter brought to the Board by Agenda or by Motion, allowing for debate and consideration of
potential impact to or on the organization.
4. Amendments: If changes are needed, Board members may propose amendments to the Motion before it is seconded.
5. Voting can be conducted via voice vote, a show of hands, written ballots or electronic vote.
6. The Board President announces whether the motion has passed or failed.
7. After the vote, the Secretary or Executive Director, if designated, documents the motion, discussion, second, and results in the meeting minutes for
future reference.
C. Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of the
greater number is required by these By-laws. A Director who holds a voting position with another organization or who in any individual or professional
way demonstrates duality or conflict of interest shall not vote on any requests for support presented to the Board of Directors on behalf of that other
organization.
Section 6 – Board Membership (Directors)
A. Number, Tenure and Qualifications
The government and policy-making responsibilities of the Chamber shall be vested in no more than eleven, (11), and no fewer than five (5), active
Member representatives, to be known as the Board of Directors and elected at the will of the Members. The term of a new Director shall be two years.
Directors whose terms are renewed shall serve for three years. After three consecutive terms, a Director is ineligible to serve on the Board for two
years, whereupon the Director’s eligibility is restored. Terms of the Directors shall be staggered so that one-third of the Director’s positions are elected
each year. The Executive Committee of the Chamber shall also be Directors and included in the total number of Directors, and are appointed.
B. Nomination and Selection
The President of the Board shall appoint a nominating committee before August 15th, which shall return a slate of nominees by the September board
meeting. Open applications will be sent out to the Members on or before the end of September and nominees contacted with all interviews to be held
on or before the October board meeting. A closed session election to review and determine the qualifications of all board applicants shall be held on
or before October 15th.
C. Election of Directors
For the 2025 and 2026 terms, Directors shall be renewed, elected and or appointed by the Board of Directors following a nomination, application and
election process internal to the Chamber. The two subsequent Board of Directors shall be announced to the Membership at the Annual Membership
Meeting and a vote taken to approve/ not approve the Board of Directors for that term.
Starting in 2027, Directors shall be regularly elected by the secret ballot of the active membership via online and mailed ballot no later than November
1st, of each year. Only those ballots received back by the Members to the Board of Directors by the December board meeting will be counted. Newly
elected Directors are required to attend a Board Orientation, and will be provided a Board Mentor. All newly elected Directors shall complete their
Board Orientation prior to taking office on January 1st with newly elected Directors serving a two-year term. No more than six (6) Directors shall be
regularly elected in one year.
D. Duties
The duties of all Board of Directors shall be:
1. Upon election and appointment to the Board, to serve a first term of two years.
2. If successful and reappointed, the second and ongoing terms are for three years.
3. To elect by majority vote, the Officers of the organization from elected members of the Board. In the event of vacancies occurring among the
Officers, or other members of the Board of Directors, shall elect a successor, or successors for the remainder of the term, except in the case of
vacancy of the President, in which case, the Vice President would automatically assume the office.
4. To encourage open and free discussion of all matters affecting the commercial, industrial, and civic welfare of the Lake Buchanan, Inks Lake and
its area and trade territories.
5. To perform all legal duties as defined under Duty of Care, Duty of Loyalty and Duty of Obedience as defined in the Board of Director’s Board
Agreement.
6. To serve actively on at least one committee.
7. If appointed as Committee Chair or Committee Lead, to also serve on that committee.
8. To sign a Statement of Confidentiality and a Conflict of Interest statement.
9. To make every attempt to attend Chamber events, including board meetings, special meetings, mixers, and any community events hosted or co
hosted or sponsored by the Chamber.
10. To provide for a Chamber Director or other administrative employee of the Chamber Office to perform administrative work and perform other
duties as the Board of Directors or Officers may direct within the financial means of the Chamber.
11. To set a salary and term for the Chamber Director. Contract for such employment shall be reviewed for renewal annually or as designated by
contract. Prospective managers or employees shall not attend the portion of any meeting at which decisions are discussed or reached concerning
employment.
E. Removal or Forfeiture
Any member of the Board of Directors elected by the Members may be removed by the Members and/or the Board of Directors whenever, in their
judgment, the best interests of the Chamber would be served thereby. A petition for removal must be signed by at least 10% of the voting Members
and presented to the Board of Directors at any meeting of the Board of Directors or at the annual membership meeting. A petition may also be
delivered to the Chamber office in person or via email. The Executive Director, having certified the validity of the petition signatures and/or
documenting the concerns of the Member or Board of Directors shall present the matter to the Board of Directors at the next Board of Directors
meeting.
If the reason for removal violates the duties of care, loyalty and/or obedience as set forth in the Board of Directors’ Board Agreement, the Board of
Directors may remove that Director provided a legal quorum is presented by majority vote. If there are additional questions or if the reason for removal
by Member petition is unclear, and upon certifying the validity of the petition signatures, the Board of Directors shall present the matter to the
Members at the next general or special meeting, where a vote will be taken to resolve the issue of removal from office and/or the Board of Directors. A
majority vote, assuming legal quorum of the membership is present or 10% of the members, is sufficient for removal.
Any Officer, or Director At-Large absent from three (3) consecutive meetings of the membership and /or Board of Directors, shall relinquish his or her
office on the Board of Directors upon a majority vote of the Board and shall be notified of his/her forfeit by the Board President.
F. Vacancies
Any vacancy occurring in the Board of Directors and any Director position because of death, resignation, disqualification or otherwise, shall be filled by
the Board of Directors for the un-expired term. The Member filling the Director’s or Officer’s vacancy shall fill such vacancy until the next election, at
which time the voting Members shall vote on a person to fill the un-expired term.
G. Compensation and ExpensesThe Board of Directors shall not receive any stated salaries for their services. Expenses such as travel, supplies, and
other such expenses directly related to the Chamber may be reimbursed with proper documentation (i.e. receipts, odometer readings for mileage, etc.)
and all expenses by the Board of Directors should be reported at the next regular Board meeting.
H. Informal Action by DirectorsAny action required by law to be taken at a meeting of Directors or any action, which may be taken at a meeting of
Directors, may be taken without a meeting and performed over email/written documentation if consent is provided in writing setting forth the action so
take and is approved and voted upo0n by a quorum of the Directors.
I. ResignationA Director must notify the Board in writing of intent to resign and the effective date of resignation. If a Director is unable to serve the full
term, the Board members shall elect an interim Director to serve the balance of the resigning Director’s term. Such special election shall require a two
thirds vote of the Board of Directors. See Article III, Section 4 – Vacancies for more information.
Section 7– Officers
The Officers of the Chamber shall be a President, Vice President, Treasurer and Parliamentarian of the Board and these officers shall comprise the
Executive Committee. The Executive Committee may include the Secretary of the Board if a Secretary is appointed and confirmed by the Board of
Directors. If a Secretary cannot be appointed and confirmed by the Board, the Executive Director will serve as Secretary but not hold a board vote. The
Executive Committee has specific duties and powers as defined in Article III, Section 4B.
A. President
The President shall preside at all meetings of the Chamber including the Board of Directors regular and special meetings and over the Executive
Committee. The President shall determine the need for councils, hereafter called “Special Committees”, subject to the approval of the Board and
perform all duties incidental to this office. The President shall appoint all Committee Chairs/Leads except those assigned directly to the Executive
Director, and shall be an ex-officio member of all committees except the Nominating Committee. The President, in conjunction with the Board, and
working with the Executive Director, shall prepare appropriate reports necessary to keep the Board of Directors informed of progress of the Chamber’s
goals, programs and efforts. The President will be authorized to sign checks.
To be eligible to be President of the Board, a person shall have been a member of the Board of Directors for a full preceding term. The President may
be appointed by the Board of Directors with a two-thirds majority vote, provided quorum is met. The President may serve for no more than three
consecutive one-year terms.
B. Vice President
The Vice President shall perform the duties and exercise the powers of the President should the President be incapacitated or otherwise unable to
perform the duties of the office. The Vice President shall preside over all Annual and regular Board Meetings during the absence of the President and
shall perform other duties as the Board may assign. The Vice President shall serve as a Committee Chair and shall meet quarterly, at minimum, with the
President and Executive Director to understand the strategies, risks, planning, goals and objectives of the organization should they be called upon to
serve in the capacity of and for the President. The Vice President shall assume the office of President should a vacancy occur. The Vice President will be
authorized to sign checks.
To be eligible to serve as Vice President of the Board, a person shall have been a member of the Board of Directors for a full preceding year. The Vice
President may be appointed by the Board of Directors with a two-thirds majority vote, provided quorum is met. The Vice-President may serve for no
more than three consecutive one-year terms.
C. Treasurer
The Treasurer shall be responsible for all funds and securities of the Chamber and ensure an accurate and complete accounting is kept of all receipts,
income and disbursements; disburse the funds of the Chamber as may be authorized by the Board of Directors in a timely manner, render a written
accounting of all income, transactions and changes in the financial condition of the Chamber at their regular meeting and audit and ensure the
accurate keeping of all financial books and records of the Chamber working directly with the Executive Director. Additional financial activities and
other duties as usually pertain to this office and/or are designated by the President of the Board may also fall within the purview of Treasurer. The
Treasurer may support the work of the Executive Director and staff pertaining to general finance, fundraising, grants, estate planning gifts, foundations
and endowments. The Treasurer will be authorized to sign checks.
To be eligible to serve as Treasurer of the Board, a person shall have been a Chamber Member of good standing for a full preceding year and have the
skills and qualifications necessary to carry out the active duties of the Treasurer. The Treasurer may be appointed by the Board of Directors with a two
thirds majority vote, provided quorum is met. The Treasurer may serve for no more than three consecutive one-year terms.
E. Parliamentarian
Parliamentarian and address any questions regarding process or procedure and is responsible for ensuring that meetings are conducted in accordance
with established rules and procedures. The Parliamentarian advises the presiding Officer and other Board of Directors members on procedural
matters, clarifying rules for Members and assisting in the proper framing of motions, providing guidance to maintain order and adherence to all
procedural guidelines as defined under the By-laws and any other processes or procedures as defined by the Chamber. The Parliamentarian serves as
Committee Chair of the Governance Committee.
To be eligible to serve as Parliamentarian, a person shall have been a member of the Board of Directors for the preceding year and demonstrate a
thorough knowledge of Robert’s Rules of Order. The Parliamentarian may be appointed by the Board of Directors with a two-thirds majority vote,
provided quorum is met. The Parliamentarian may serve for no more than three consecutive one-year terms.
F. Secretary
The Secretary shall attend all possible meetings of the Board of Directors and record the minutes of the meeting to the Board of Directors. Meetings
must still be recorded when the Secretary is unable to attend and such duties may be extended to the Executive Director when a motion is made and
by a majority vote of the Board of Directors. The Secretary shall preserve in books true minutes of the proceedings, shall keep a list of all active
Members, and will ensure proper preservation of all the books, reports, and records of the Chamber. The Secretary shall handle the correspondence of
the Chamber as designated and delegated by the President of the Board and/or the Board of Directors when a motion is made and by a majority vote
by the Board, and shall perform such other duties and acts as usually pertains to that office. The Secretary may serve as a Committee Chair.
To be eligible to serve as Secretary, a person shall have been a Chamber Member of good standing for a full preceding year. The Secretary may be
appointed by the Board of Directors with a two-thirds majority vote, provided quorum is met. The Secretary may serve for no more than three
consecutive one-year terms.
Section 8 – Board Committees
A. Establishment of Committees
Standing or special committees may be established with the provision of committee formation request to the Board of Directors either by motion or by
request of the Executive Director. The formation request should include the purpose of the committee, the skills and expertise needed on the
committee, the responsibilities of the committee, meetings and meeting protocols, and how and who will document the proceedings and when and
how the Board of Directors will receive updates.
Committee Chairs shall be appointed by the President of the Board following elections with the following exceptions: Nominating, Chamber
Ambassadors, Membership and Economic Development. Committee Chairs shall serve a term as designated by the President but for no more than the
President’s current term of office. There is no restriction on the number of terms a Member may be appointed and serve as the Chair of a Committee.
Board of Directors should serve on at least one committee and committee positions may be held by Members in good standing. Members may be
appointed to Committee Chairs. All Committees report to the Board of Directors but do not hold a vote unless elected to the Board of Directors.
B. Authority and DutiesThe Board of Directors shall authorize and define the powers and duties of all committees by review and acceptance of the
Committee Handbook, written by the Chamber Executive Director.
C. Standing Committees
1. Nominating Committee
a. Formation
A Nominating Committee shall be formed by August 1st of each year, as called by the President of the Board and shall be composed
of three to five appointees whom shall be selected at the August Board Meeting. This Nominating Committee shall consist of three Board
Members and can include two representatives from the general Membership who are not seeking election, or renewal of their term.
The Nominating Committee shall identify the needs of the Board of Directors, determine who may be approaching the end of their term, who of
those may be seeking re-election or resignation and determine if there are active Members in good standing and/or community members for
recruitment of a Board of Directors’ position. The President of the Board nor the Chamber Director may not serve on nor Chair the Nominating
Committee. The Nominating Committee shall appoint its own Committee Chair.
b. The duties of this committee shall be:
i. To nominate candidates for the election ballot for Directors,
ii. To review applications and interview interested candidates who would like to self-nominate
iii. To provide a final candidate roster to be known as the official ticket, from which the members shall elect Directors.
iv. To accept nominations from the membership to be added to the official ticket.
v. To arrange for the Director to distribute ballots.
vi. To act as election judges who shall tally the ballots.
vii. To ensure the Election process is complete before the December Board Meeting.
2. Governance Committee
a. Formation
The governance committee plays a crucial role in nonprofit organizations by overseeing how the board of directors functions, board
development, compliance and performance assessment. This helps guide the Chamber towards achieving its mission and maintaining
sustainability. The Parliamentarian serves as the Governance Committee Chair unless otherwise appointed by the President of the Board.
b. The duties of the Governance Committee include
i. Compliance oversight ensuring the Board of Directors adheres to their legal duties and adheres to state and federal regulations as well as
the Chamber’s established governance framework.
ii. Assesses Board of Director’s performance and effectiveness, making recommendations for improvements as needed.
iii. Supports Board Development by facilitating ongoing education for current board members and staff.
3. Membership Committee
The Membership Committee is responsible for seeking new Members, and maintaining and growing the organization’s membership. This
committee will monitor and assist the Executive Director in the renewal of all members, provide member surveys, seek and maintain active
relationships and communications with active and prospective Members and make reports as to the condition and health of the Chamber’s
membership to the Board of Directors. The Chamber Director serves as the Membership Committee Chair.
4. Chamber Ambassadors Committee
The Chamber Ambassador Committee is responsible for coordinating a volunteer schedule for the Visitor Center during all open hours, for
events and programming and will promote the Chamber and Visitor Center in an effort to attract and recruit new Members, maintain
relationships with existing Members, coordinate all trainings, Ambassador Meetings, and coordinate and hold Ambassador Appreciation events
and/or recognition. The Chamber Director shall serve as a committee member and may hold the position of Chamber Ambassador Committee
Chair upon appointment by the President.
5. Lakes Conservation and Protection Committee
The Lakes Conservation and Protection Committee is responsible for the alignment of the needs of protecting the lakes and their ecosystems
with local commercial interests of our members and in support and promotion of eco-tourism. This Committee will directly partner and
collaborate with Lake Buchanan Conservation Corp, Inks Lake State Park, Friends of Inks Lake State Park, Inks Dam National Fish Hatchery, Friends
of the Inks Dam National Fish Hatchery, Texas Parks and Wildlife Department and other state, local, legislative and conservation groups to align
Chamber and Chamber members’ goals and objectives with the goals of our partners including events, education, marketing, promotion,
legislative support and other areas as identified by the Chamber. The Chamber Director shall serve as a committee member.
6. Economic Development Committee
a. Formation
The Economic Development Committee focuses on various aspects of economic growth and community development within the Lake
Buchanan and Inks Lake area and its established trade territories as set by the Chamber’s membership and within the two Precinct 2 of Burnet
and Llano Counties. The Chamber Director serves as Committee Chair of the Economic Development Committee.
b. The duties of the Economic and Development Committee include business growth and retention, workforce development including
quarterly lunch and learns, regional marketing and policy advocacy engaging with local, state and federal agencies to advocate for pro
business and community influenced policies and initiatives to support the Chamber’s area and trade territories.
7. Fundraising Committee
a. FormationThe Fundraising Committee plays a crucial role in a non-profit organization by overseeing the planning, development,
management, and implementation of fundraising strategies. The Chamber Director shall serve as a committee member of the Fundraising
Committee.
b. The primary duties of the Fundraising Committee include development of a comprehensive fundraising plan including goals, strategies and
timelines, raising funds to generate financial support to sustain the Chamber’s mission and programs, ensuring the Chamber has the necessary
resources to operate effectively and achieve its goals and community engagement through fundraising activities, including fostering
relationships with donors, volunteers and the community.
D. Special Committees
A special Committee may be created as deemed necessary by motion, or resolution at the Board of Directors, or Chamber membership meetings.
Special committees are considered temporary committees and may operate as the Board of Directors deems necessary, for a term as designated by
the Board of Directors or as long as required to complete a designated project, objective and/or goal.
Section 9 –Meetings
The Board of Directors shall determine, establish and hold regular meetings, special meetings and one Annual membership meeting per year.
Meetings shall be established and provided to all Board of Directors, staff, Members and the community-at-large at the Annual Meeting held each
January. The Meeting Schedule is set when a motion is made and approved by a majority vote of the Board of Directors Changes to the established
meetings require a 2/3 vote of the Board of Directors and must be changed due to justifiable cause. Notice of meeting changes must be made to all
relevant parties including, but not limited to, the Board of Directors, staff, Members, and the community-at-large within 48 hours of the approval vote.
A. Regular Meetings
The Board of Directors shall meet regularly on a monthly basis, or as otherwise scheduled by the Board of Directors. 10 regular Board Meetings must
occur in a fiscal year and the Board meetings must meet quorum. Regular board meetings shall occur the second Monday of each month starting at or
around 5:30 PM.
B. Special Meetings
Special Meetings, or sessions of the membership, or Board of Directors may be called by the President, or shall be called by the President upon
majority vote of the Board of Directors. A written notice, electronic notice, or telephone notice must be given twenty four hours prior and the purpose
of the meeting must be stated in the notice.
C. Membership Meetings
Membership meetings shall be held in January of each year or as deemed necessary by the Board of Directors. The Board of Directors shall provide
for the holding of a meeting of the newly elected Board of Directors no later than one week before the annual membership meeting to confirm
appointed Officers and to review the goals and objectives to be presented to the Members.
D. Planning Meetings
An annual planning meeting must be held for the upcoming fiscal year not before August 1st and no later than mid-September of each year. The
outcomes of the Planning Meeting will include goals and objectives for the next fiscal year and a proposed budget.
Article IV – Chamber Finances
Section 1- Dues
Each Member shall pay annual membership dues as provided in Article II, Section 9.
Section 2- Assessments
In the event additional funds are needed to carry on the Chambers programs, the Board of Directors is empowered to request a voluntary assessment
on each membership during the year.
Section 3 – Resignation
Each Member shall be liable for dues until the Chamber has received notice of resignation.
Section 4 - Delinquency
If any Member shall fail to pay his/her dues within thirty days after the due date, they shall be notified in writing that their name will be removed from
the membership roster and services cease until dues are paid in full.
Section 5 – Financial Report
At the regular monthly meeting of the Board, the Director shall present, on a form adopted by the Board, a statement showing receipts and
disbursements for the prior month, a recapitulation for that portion of the budget year already consumed. Such report shall be filed with the Treasurer
and incorporated into the minutes of the meeting.
Section 6 – Disbursements
No disbursements of the funds of the Chamber shall be made unless approved and ordered by the Board of Directors. All disbursements shall be
made by check, EFT or debit/credit card. The Chamber Director, President, Vice President and/or Treasurer of the Board shall have authority to sign
checks, with two signatures required.
Section 7 – Appropriations
No appropriations of money shall be made for any purpose outside of the regular course of business unless first approved by the Board of Directors.
Regular course of business shall include rent, utilities, equipment, supplies, fees or miscellaneous purchases required to allow for the day to day
functioning of the Chamber and Visitor Center. The Director may make purchasing decisions up to $500 to conduct the business of the Chamber and
Visitor Center without Board approval but with Board review via the Director’s monthly Financial Report as provided to the Board of Directors.
Section 8 – Fiscal and Financial Year
The fiscal year is the 12-month period used for accounting purposes and shall confirm to the calendar year used for accounting and budgeting
purposes by the government starting on January 1st and ending on December 31st. The financial year of the Chamber for purposes of budgeting,
operating expenses, planning, events and fundraising begins on October 1st and ends on September 30th. All taxes and reports required by federal
and state law are filed in compliance with the Chamber’s fiscal year.
Section 9 - Indemnification
The Chamber shall indemnify (which indemnification shall include, without limitation, the advancement of reasonable expenses) any person who is or
was a Board of Director or Officer of the Chamber to the fullest extent required or permitted by applicable law. In addition, the Board of Directors shall
have the power to indemnify (which indemnification shall include, without limitation, the advancement of reasonable expenses) to the fullest extent
permitted by law such other persons as the Board of Directors may determine from time to time. The Chamber shall have the power to purchase and
maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not the Chamber would have
the power to indemnify any person under the foregoing provisions. Any amendment to this Article IX shall be prospective and shall not reduce or
eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring prior to the date of any such
amendment.
Article V – Chamber Executive Director
The Chamber shall engage a Chamber Executive Director whom, based on skills and qualifications may be Administrative or Executive by title and in tasks. The Executive Director shall oversee all staff and operations of the Chamber and Visitor Center and reports directly to the Executive Committee of the Board of Directors. The Executive Director shall serve as administrator to all operations that pertains to carrying out the tasks, mission, purpose, goals and objectives of the Chamber and Visitor Center. The Executive Director shall develop and maintain all policies, procedures and records pertaining to financials and administration of the Chamber and Visitor Center under review and approval of the Board of Directors.
The Executive Director shall serve as Committee Chair for the Membership Committee, the Chamber Ambassador Committee and the Economic Development Committee The Executive Director shall serve with due diligence on the Fundraising Committee and the Lakes Conservation and Preservation Committee. The Executive Director shall meet as needed with other Committee Chairs and attend committee meetings as requested and required. The Executive Director shall not and may not serve on the Nominating Committee to ensure no conflict of interest.
The Executive Director is to attend all regular Board Meetings and make presentations to the Board of Directors whenever necessary. The Executive Director shall be involved in the coordination, interpretation and delivery of all internal and external education programs, all Chamber and community events and the Chamber’s ongoing and fundraising activities. The Executive Director shall assist in the administration duties and work related to fundraising, grants, outreach, marketing, public relations, Ambassador/volunteer coordination and property/facilities management.
Article VI – Parliamentary Authority
Robert’s Rules of Order Newly Revised shall govern this organization in all meetings and parliamentary procedures not provided for in these by-laws.
Article VII – Electronic Communications and Transactions
Section 1 – Board of Directors Communication
Communication between the members of the Board of Directors may be done by electronic mail for a regular or special meeting of the Board of
Directors. This method of communication must be specifically voted on by a majority of the Board of Directors at a regular monthly meeting of the
Board of Directors
Section 2– Board of Directors Alternate Voting
Voting on a specific issues can be done by electronic mail before a regular or special meeting of the Board of Directors. If action on such a basis is
necessary, it must be ratified at the next regular Board meeting in order to become an official act of the Board.
Section 3 – Electronic Signatures
The Chamber shall permit electronic signatures, whether digital or encrypted, of the Directors or officers to authenticate any written document,
resolutions, or written consent and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or
process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or
email electronic signatures, pursuant to the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ann. § 322.001 et seq.) as amended from
time to time.
Article VIII – Amendments to the By-Laws
Section 1- Approval
All proposed amendments shall first receive the majority approval of the Board of Directors.
Section 2 – Amendments
These Bylaws may be amended, modified or repealed at any meeting of the Board of Directors by the affirmative vote of two-thirds (2/3) of the then-
current members of the Board of Directors. Notice of any Bylaw amendments, modifications or repeal shall be provided to the Board of Directors not
less than twenty (20) days prior to the meeting at which such amendment, modification or repeal is to be considered. By-laws may also be amended,
modified, or repealed by a quorum vote of the membership present and voting in any regular or special meeting provided the notice of the proposed
amendment has been sent to the membership within fifteen days prior to the meeting. Email voting on amending the By-laws is permitted.
Article IX - Dissolution
Dissolution of the Chamber requires a 2/3 majority vote by the Board of Directors and then, a 2/3 majority vote by the Membership. The Chamber, upon receiving such vote of Dissolution, must fill out the Articles of Dissolution – Non-Profit Corporation and file it with the Office of the Texas Secretary of State Corporations Section within one week – five business days – of the Membership 2/3 majority vote. The Chamber shall use its funds only to accomplish the objects and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Chamber. Upon dissolution of the Chamber, any funds remaining shall be distributed to one or more duly organized and qualified charitable, educational, scientific, or philanthropic organizations duly selected by and voted upon by the Board of Directors as defined in IRS Section 501(c)(6) and IRS Section 501(c)(3) as allowed by law.
----
These By-Laws were reviewed, edited and amended upon approval of the Lake Buchanan/Inks Lake Board of Directors on Monday, January 12, 2026. Members of the Board of Directors at the time of the Adoption include: Dr. Terry Northup, Dr. Ray Buchanan, Mandi Goldsmith, Ron Abshier, and Cindy Parker-Burleson.
These By-Laws were provided to the Members in active and good standing for review and quorum vote on Thursday, January 29, 2026.
These By-Laws were passed and accepted as the governing By-Laws of the Lake Buchanan/Inks Lake Chamber of Commerce on ______________ by _______% of the active Members vote.
As of ______________, these By-Laws shall supersede all previous By-Laws and past precedent.
