(Revised
6-1-06)
Mission
Statement: To work for the betterment of the Kerrville area community through
charitable, educational, civic, and environmental projects and programs.
ARTICLE I
NAMES, PURPOSES, AND OFFICES
Section
1.1 Name. The name of this
corporation shall be: Kerr County Women’s Chamber, Inc.
(herein called the “Corporation”).
Section
1.2 Purposes. The Corporation is
formed and organized and shall be operated exclusively for charitable and
educational purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, or the corresponding provision or provisions
of any subsequent United States Internal Revenue law or laws (herein
collectively called the “Code”). Within
the scope of the foregoing purposes, and not by way of limitation thereof, the
Corporation is organized and operated to provide the following charitable, civic
and educational programs and services:
(a)
Scholarships for the continuing education of adult women in the community
(b)
Assistance to various community charitable organizations
Section
1.3 Organization. The Corporation shall operate under a charter as a non-profit
Texas corporation and shall have such Members as the Executive Board determines.
The period of the Corporation’s duration is perpetual.
Section
1.4 Offices. The Corporation may
have, in addition to its registered office, offices at such places, both within
and without the State of Texas, as the Board of Directors may from time to time
determine as the activities of the Corporation may require.
Section
1.5 Powers.
In furtherance of these
purposes, the Corporation shall have and may exercise all the powers specified
in Article 2.02 of the Texas Non-Profit Corporation Act or the corresponding
provisions of any successor statute.
ARTICLE
II - MEMBERSHIP
Section
2.1 Membership.
Membership in the
Kerr County Women’s Chamber, Inc. shall be open to all persons in the
Kerrville area who subscribe to the objectives and purposes of the Corporation
as outlined in Article I upon payment of annual dues for the current year.
ARTICLE
III - DUES
Section
3.1 The annual dues are payable upon acceptance to membership in the Corporation
and thereafter annually in May.
Section
3.2 A continuing or new member has thirty (30) days to pay dues before loss of
good standing.
Section
3.3 New members admitted any time during the months of May through October shall
pay the annual dues. New members
admitted any time during the months of November through April shall pay one-half
of the annual dues.
Section
3.4 Any member who resigns or is terminated shall not be entitled to a refund of
dues.
ARTICLE
IV - FINANCES
Section
4.1 All monies received in the Corporation from activities and fees, which are
over and above expenses of the Corporation, will be utilized in furthering the
objectives and purposes of the corporation.
Section
5.1 The fiscal year of the Corporation shall begin on May 1 of each year and
shall end on April 30, of the following year.
ARTICLE
VI - ELECTED OFFICERS
Section
6.1 The officers shall be a president, a first vice-president, a second
vice-president, a secretary, and a treasurer, elected at the April meeting of
the Corporation.
Section
6.2 The term of office shall be for one year and not more than two consecutive
years in the same capacity.
Section
6.3 Officers shall assume their duties immediately after installation.
Section
6.4 Only members in good standing shall be eligible for office.
Section
6.5 If an elected officer, other than the President, resigns her position after
installation, the board will appoint a replacement.
ARTICLE
VII - NOMINATIONS AND ELECTIONS
Section
7.1 A Nominating Committee, of at least three members, shall be elected at the
February meeting. Nominations shall be viva voce.
The President shall designate one member of the committee to act as
chairman. Members elected to the
Nominating Committee must be in good standing and shall not serve more than one
year in succession. No one serving
on the Nominating Committee may be nominated as an elective officer. This
committee shall remain intact after the election in the event a resignation from
an officer-elect is presented before installation.
The committee shall be responsible for selecting a replacement to fill
the vacancy.
Section
7.2 The Chairman of the Nominating
Committee shall submit a slate of officers, in triplicate, at the March meeting.
Nominations may be made from the floor at the March and April meetings
provided that the consent of the nominee has been obtained prior to the
nomination. Officers shall be
elected by a collective ballot at the April meeting.
A plurality vote shall elect.
ARTICLE
VIII - DUTIES OF OFFICERS
Section
8.1 The President shall be the principal officer of the Corporation and:
(a)
shall preside at all meetings of the
Corporation, Executive Board, special or called meetings.
(b)
shall be an ex-officio member of all
committees, except the Nominating Committee.
(c)
shall represent the Corporation at
the Board of Directors of the Kerrville Area Chamber of Commerce, Inc. at all
meetings of said Board.
(d)
is authorized to sign all checks with either
the Treasurer or Secretary.
(e)
shall lead the Pledge of Allegiance
to the Flag at all Board and Regular meetings, after the invocation has been
made by the Chaplain
(f)
shall appoint, with the
approval of the Executive Board, the Chaplain, Historian, Parliamentarian, all
Standing and special committee chairmen.
(g)
shall be responsible for the
selection and annual presentation of the
following awards.
1. Kerr County Community Achievement Award is given each year to one of our members that is an active volunteer in our organization and also an active volunteer in many other local organizations. This award shall not be awarded to the same person more than once in a five year period.
2. The second Miler Award is given out each year to a member who has voluntarily worked above and beyond for our organization. No more than two awards are given.
3. The New Horizon Award is given to a new member that has actively volunteered in the first year of her membership. This is an optional award.
(h)
shall give a summation
report at the May meeting of
the overall activities and accomplishments for the
fiscal year, using data received from the varied committees.
Such report will be attached to the minutes of the May general meeting.
(i)
shall present the Woman of the Year Award at the annual Chamber of
Commerce Banquet.
(j)
shall serve on the
governing body of the Corporation as immediate Past President and one of the six
members of the Executive Board for the year immediately following her term as
President.
(k)
shall oversee the timely
transmittal of Corporate 501(c)(3) tax filings, as prepared by the Treasurer.
Section
8.2 The First Vice- President
(a)
shall perform the duties of the
President in her absence.
(b)
shall by vote of the Executive
Board, present a plaque at the May meeting to the outgoing president bearing the
Women’s Corporation logo and data concerning term(s) served by the President,
provided she has fulfilled the duties of the office of President.
(c)
shall co-chair the Budget Committee
with the Ways and Means Chairman.
(d)
shall,
if the office of the President should become vacant between installations,
become President for the remainder of the term.
(e)
shall be responsible for programs
for each general meeting.
(f)
shall inform the membership of
available seminars and courses related to business practices and vocational
advancement available in our area.
Section
8.3 The Second Vice-President
(a)
shall perform the duties of the
President in the absence of the President and First Vice-President.
(b)
shall be Chairman of the Membership
Committee.
(c)
shall coordinate door prize
donations and drawings for the monthly general meetings.
(d)
at each meeting, be sure that all
guests get a simple form to fill out and ask them to leave it at a designated
table by the door as they leave. The
form is to be simple: name, address, phone number, place of employment and
whether they are interested in joining Kerr County Women’s Chamber. Shortly after the meeting, send them a note thanking them for
attending and giving them basic information such as meeting dates/times, cost of
membership dues and meals, and invite them back. If they have questions, include her telephone number so they
can call her.
Section
8.4 Treasurer
(a)
shall have charge of all monies of
the Corporation and shall give a financial report at each meeting.
(b)
shall collect monies at each
Membership and Board Meetings for meals, dues and unpaid reservations.
The Treasurer shall select her own committee for covering this position. She will be responsible for making sure that all the duties of her
office are carried out.
(c)
is authorized to sign checks with either the President or
Secretary—must have two signatures on each check.
(d)
shall transfer monies of the
Corporation between checking and interest bearing accounts as recommended by the
Executive Board.
(e)
shall pay all bills and withdrawals
of monies of the Corporation as recommended by the Executive Board.
(f)
shall keep an itemized record,
in a permanent file, of all receipts and expenditures.
(g)
shall deliver to her successor,
within thirty (30) days after expiration of her term of office, all books,
records, and papers, requesting a receipt therefore.
(h)
shall be responsible for submitting
financial records, at least annually, to a CPA designated by the Executive
Board, for timely tax filings as required by the Internal Revenue Service to
maintain the Corporation’s 501© status.
Section
8.5 Secretary
(a)
shall take and record accurate
minutes of the proceedings of all meetings of the Corporation and Executive
Board.
(b)
shall conduct the correspondence of
both the Corporation and the Executive Board.
(c)
shall preserve, in a permanent file,
all records and letters of value to the Corporation and its officers.
(d)
is authorized to sign checks with
either the President or Treasurer.
(e)
shall tally votes, with the
President, for the Community Achievement Award and Second Miler Awards.
ARTICLE
IX - APPOINTED OFFICERS
Section
9.1 The Chaplain: shall give the invocation for all Board and Membership
meetings.
Section
9.2 The Historian:
(a)
shall compile and keep a
record of current Corporation events and activities to be entered into a
permanent history of the Corporation. Include
in this record all newspaper clippings, pictures and pertinent papers.
(b)
shall store this material as
designated by the Board.
Section
9.3 The Parliamentarian:
(a)
shall serve as an advisor to the
President and shall rule upon parliamentary procedure according to the
Robert’s Rules of Order and enforce By-Laws at all meetings.
(b)
shall serve as chairman of the
By-Laws Committee.
(c) assist the Nominating Committee Chairman in presenting the list of nominees. After the Nominating Chairman presents the list of Nominees suggested by the Nominating Committee, the Parliamentarian will ask for any other nominations from the floor, asking three times for each office of President,1st Vice President, 2nd Vice President, Secretary, and Treasurer. If a nomination(s) is made from the floor, the Nominating Committee and Secretary will so note. If no nominations are made from the floor, the nominations as presented by the Nominating Committee will stand.
ARTICLE
X - MEETINGS
Section
10.1 The regular monthly meeting of the Corporation shall be held the first
Wednesday of each month unless otherwise specified by vote of the membership.
Place of meetings to be announced.
Section
10.2 The Executive Board shall designate place of regular monthly meeting.
Section
10.3 The Board of Directors shall meet on the last Wednesday of each month.
Places of meetings to be announced.
Section
10.4 The regular monthly meeting of the Corporation in May will be the Annual
Meeting at which time new officers will be installed and the outgoing President
will give a summation of the past year’s projects and accomplishments.
This report is to be submitted, in triplicate, for inclusion in the
history of the Corporation.
Section
10.5 Special meetings may be called by the President, or by a vote of the
Executive Board, or by the Secretary upon request of a majority of members of
the Corporation.
Section
10.6 Quorum: Corporation/General Membership - one-fourth (1/4); Executive Board
- 4 members; Board of Directors - 9 members.
ARTICLE
XI - BOARDS
Section
11.1 The governing body of the Corporation, the direction of its work and the
control of its property shall be vested in an Executive Board of six (6)
members: President, First Vice-President, Second Vice-President, Treasurer,
Secretary, and the immediate Past President.
Section
11.2 The Board of Directors shall consist of the Executive Board and Chairmen of
standing, as well as chairmen of functioning committees.
Section
11.3 The Board of Directors shall have authority to act for the Corporation and
shall:
(b)
make
recommendations to the Corporation.
(c)
transact
business.
ARTICLE
XII - STANDING COMMITTEES
Section
12.1 The Standing Committees shall be: Auditing, Beautification, Budget,
By-Laws, Christmas Lighting, Deli Program, Goodwill, Hospitality, Hostess, Membership,
Newsletter/Website, Outstanding Woman
of the Year, Property, Publicity, Scholarship, Special Events,
Telephone, Ways & Means, Welcome, and Yearbook.
Section
12.2 Duties and responsibilities shall be:
(a) Auditing
Committee shall Audit
financial records of the corporation. The final Audit Report will be given at the July General meeting.
(b) Beautification
Committee shall be responsible for such cleanup and beautification projects as
adopted by the membership.
(c) Budget
Committee shall consist of First Vice-President and Ways & Means Chairman as
Co-Chairmen, plus the newly elected Treasurer, the immediate past Treasurer, the
Special Events Chairman, and others as appointed by the President and shall
prepare and propose the fiscal year’s budget for approval by the Board of
Directors and present same for final approval to the membership, within 60 days
of election.
(d)
By-Laws Committee shall be
responsible for updating the By-Laws, and shall be chaired by the
Parliamentarian.
(e) Goodwill
Committee shall:
1. send a card to each member in the hospital.
2. send a monetary memorial on
the death of an immediate family member (mother, father, spouse, child ) to the
charity as specified by the family. If none is designated then the memorial
would be given to some other organization designated by the board.
3.
announce birthdays for that month at each membership meeting.
4.
assist in Kerrville Area Convention & Visitors Bureau, the Main
Street Program, Kerr County Area Chambers of Commerce and other civic
organizations; requested in the promotion of our area.
(f) Hostess
Committee shall:
1. make arrangements for luncheons and special meetings of the Corporation.
2. be responsible for hostesses to greet members and visitors at the Corporation
meetings.
3. plan and implement decorations for regular and special meetings of the
Corporation.
(g) Membership Committee shall:
1. shall be chaired by the Second Vice-President
2. promote and expand membership through encouragement of renewals and recruitment
of new members.
3. present prospective and new members at the Corporation meetings.
4. cooperate with the Treasurer and Secretary to maintain an accurate record of
names, addresses, e-mail, telephone numbers, employment and birthdays, giving said
information to:
a. Telephone Committee
b. Goodwill Committee
c. Yearbook Committee
d. Newsletter/Website Committee
5.
be responsible for selling the Corporation’s name tags, T-shirts, and
any other logo based item to the membership.
(h)
Outstanding Woman of the Year Award Committee shall:
1. distribute the Outstanding Woman of the Year applications.
2. destroy the previous year’s applications, keeping a continuing list of
the nominees.
3. ensure the recipient will be eligible for one year and not receive the
award more than once.
4. have plaque prepared for presentation, by the Women’s Corporation
President, to the Woman of the Year at the annual Kerrville Area Chamber of
Commerce banquet
(i)
1.
keep an inventory of all Women’s Corporation property.
2.
be responsible for loan and return of all such property.
3.
be responsible for securing and maintaining rental storage facilities.
4.
be responsible for all camera equipment.
2. present notices of all meetings and events to the news media in time for the weekly and monthly Calendar of Events. Include date, time and place of meetings, the agenda and an invitation to all interested people to attend.
3.
4. arrange for reporters and/or photographers to be present at significant Corporation events.
5. assist all committees with publicity campaigns.
7.
purchase photo related supplies as needed.
(k)
Scholarship Committee shall:
1. consist of a chairman, co-chairman and no less than three members.
2. distribute applications to women in the Kerr County area wanting to
further their careers, thus promoting the Women Helping Women Scholarship
program.
3. be responsible for the publicity of this committee.
4. make recommendations to the Board for the scholarship recipient.
5. make arrangements to introduce the scholarship recipient to the general
membership at a luncheon meeting.
(l)
Telephone Committee shall:
1. call board members and general members to take reservations for meetings.
2. obtain a current membership list from the Membership Committee monthly.
3. inform the luncheon host of the total number of reservations for each
meeting.
4. provide a reservation list of members and guests to the Treasurer before
each meeting.
5. call members for special events or notices as requested by the Board.
(m) Welcome Committee shall:
1. serve as official representatives of the Corporation at special events
upon request .
2. attend all business grand openings or see that the Corporation is
represented by one of our members.
3. invite new business owners to introduce their business at a general
membership meeting.
4.
report new businesses to the Board and general membership monthly,
keeping adequate records for the annual report.
(n) Yearbook Committee shall be responsible for updating the book and issuing
changes to the membership.
(o) Ways and Means Committee shall be responsible for fund raising activities
and projects, other than Special Events, as approved by the membership.
(p) Newsletter/Website Committee
1. shall prepare a Newsletter for distribution at each regular Meeting, said Newsletter to include birthdays, illnesses, grand openings, new member introductions, special events – both upcoming and after the fact, and any other newsworthy items.
2. Chair to oversee website design and maintainance.
(q) Christmas Lighting Committee shall:
1. be responsible for the Christmas lighting program at Tranquility Island
or any other Christmas lighting project that the Corporation may vote to
sponsor.
2. aid the Convention and Visitors Bureau in promoting tourism in the
Kerrville area during December.
3. aid other organizations in promoting projects for Christmas in the Hill
Country.
4. manage and coordinate such projects as may be approved by the Board.
(r)
Special Events Committee shall plan, organize, promote and coordinate any
special event project voted upon by the membership.
ARTICLE
XIII – PARLIAMENTARY AUTHORITY
The
rules contained in the current edition of Robert’s Rules of Order Newly
Revised shall govern the Corporation in all cases to which they are applicable
and in which they are not inconsistent with these By-Laws and any special rules
of order adopted by the Corporation.
ARTICLE
XIV – MISCELLANEOUS
Section
14.1 Indemnification
(a) Policy of Indemnification and Advancement of Expenses. To the full extent permitted by the Texas Non-Profit Corporation Act, as amended from time to time, the Corporation shall indemnify any Director or Officer of the Corporation against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorney’s fees) actually incurred by any such person who was or is threatened bo the named defendant or respondent in a proceeding because the person is or was a Director or Officer and shall advance to such
(b)
person such reasonable expenses as are incurred by her or him in connection
therewith.
(c)
Rights Not Exclusive. The rights of
Directors or Officers set forth in this Section shall not be exclusive of any
right which Directors or Officers may have or hereafter acquire relating to the
subject matter hereof.
(d)
Certain Definitions and Broad Scope of “Director” and “Officer”.
1.
Director As used in this
Section, the term “Director” shall mean any person who is or was a Director
of the Corporation and any person who, while a Director of the Corporation, is
or was serving at the request of the Corporation as a Director, Officer,
Partner, Venture, Proprietor, Director, Employee,
Agent, or similar functionary of the Corporation or of another foreign or
domestic corporation, partnership, joint venturer, sole proprietorship, trust,
employee benefit plan, or other enterprise.
2.
Officer As used in this
Section, the term “Officer” shall mean any person who is or was an Officer
of the Corporation and any person who, while
an Officer of the Corporation, is or was serving at the request of the
Corporation as a Director, Officer, Partner, Director, Employee, Agent, or
similar functionary of the Corporation or of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise.
3.
Proceedings As used in this
section, the term “Proceeding” means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or proceeding
and any inquiry or investigation that could lead to such an action, suit or
proceeding.
(a) Insurance To the full extreme permitted by the Texas Non-Profit Corporation Act, as amended from time to time, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Employee, or Agent of the Corporation or who is or was serving at the request of the Corporation as a Director, Officer, Partner, Venturer, Proprietor, Director, Employee, Agent, or similar functionary of the Corporation or of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise against any liability pursuant to the applicable provisions of the Texas Non-Profit
(b)
Corporation Act, all as permitted by the Texas Non-Profit Corporation Act, as
amended from time to time.
Section
14.2 Waiver of Notice Whenever any notice is required to be given under the
provisions of the Texas Non-Profit Corporation Act or under the provision of the
Articles of Incorporation or the By-Laws of the Corporation, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
Section
14.3 Dividends
No dividends shall
be paid and no part of the income of the Corporation shall be distributed to its
Members, Directors or Officers.
Section
14.4 Construction If any portion of
these By-Laws shall be invalid or inoperative, then so far as reasonable and
possible:
1.
the remainder of these By-Laws shall be considered valid and operative;
and
2.
effect shall be given to the intent manifested by the portion held
invalid or inoperative.
Section
14.5 Political Activities No
substantial part of the Corporation shall be carrying on of propaganda, or
otherwise attempting, to influence legislation (except as provided by Section
5.01(h) of the Code), and the Corporation shall not participate in, or intervene
in any political campaign on behalf of or in opposition to any candidate for
public office.
Section
14.6 Dissolution
In the event the
Corporation is dissolved, the Executive Board shall, after paying or making
provision for the payment of all liabilities of the Corporation, distribute the
remaining assets of the Corporation to such organization or organizations
organized and operated exclusively for charitable or educational purposes as
shall at that time have purposes similar to those of the Corporation and which
qualify as charitable or educational organizations under Section 501(c) 3 of the
Code. No director or officer of the
Corporation and no private individual will be entitled to share in the
distribution of any assets of the Corporation in the event of its dissolution.
ARTICLE
XV – AMENDMENT OF BY-LAWS
These
By-Laws may be amended, altered, or repealed at any regular meeting of the
Corporation by a majority vote of the attending general membership.