SECTION I – ORGANIZATION
ARTICLE I. OFFICIAL NAME
1.1. The name of this organization shall be the Texas European Chamber of Commerce.
1.2. The initials TECC shall be the official acronym for the Texas European Chamber of Commerce.
ARTICLE II. OFFICES
2.1. The principal office of the TECC shall be located in the City of Austin, County of Travis. The TECC may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the TECC may require from time to time. At this time, the European Office of the TECC shall be located in Malaga, Spain.
Registered Office and Registered Agent
2.2. The TECC shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the TECC in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE III. PURPOSE AND POLICY
3.1. The purpose(s) of the TECC are:
To facilitate the establishment of European-based companies and organizations within the State of Texas. TECC will work with European organizations as they seek optimal cities, counties or regions within the State of Texas in which to establish operating locations.
3.2. All policies shall be established or repealed by a two-thirds (2/3) vote of the entire TECC Board of Directors (hereinafter referred to as “Board”) at a regular or special called board meeting, and no policies shall be established that in any way abrogate the letter or spirit of these by-laws.
Nature of Entity and of Activities
3.3. The Chamber is an incorporated non-profit association of voluntary members and it shall have all powers conferred under the laws of the State of Texas governing non- profit corporations.
a) Non-Profit Organization. The Chamber shall observe all local, state, and federal laws, which apply to a non-profit organization as defined in Section 501(c) (6) of the Internal Revenue Code.
b) Limitations. The Chamber in its activities shall take no part in or lend its influence on the election or appointment of any candidate for federal, state, county, or city office. The Chamber shall not endorse any school district candidate, political candidate, or political party, nor shall it take part in religious discussion. It may, however, act on any policy question or issue that directly or indirectly affects the welfare of the organization and of its Members, or the State of Texas and its contiguous territory. This limitation shall not be construed as limiting the right of any Member or Member Representative of the Chamber to exercise his or her personal right of citizenship by engaging in political, sectarian, or partisan activities.
SECTION II – MEMBERSHIP
ARTICLE IV. MEMBERSHIP
Classes of Membership
4.1. The TECC shall have two (2) classes of members, voting and non-voting.
a) Voting Members: The voting and other rights, interests, and privileges of each member shall be equal. No member shall have any interest or property right in the assets of the Chamber, any person or business of good standing that wishes to promote the objectives of the TECC shall be eligible for membership, subject to the payment of dues. Such person or business shall hereafter be called “member.” Each member as herein defined shall be entitled to one (1) vote for the purpose of electing the Board and amending the by-laws. TECC includes three categories of voting membership:
Individual Membership: Any person (As defined in Article IV, Section 4.1(a) who is a member.
Business Membership: Any corporation, proprietorship, partnership, or any person engaged in a profit-oriented business venture that is a member.
Associate Business Membership: Any additional member to a business that is a member. This is a voting membership unless limited by the Board.
b) Non-Voting (Honorary) Membership: Honorary membership shall be granted to
individuals, businesses and organizations that support the objectives of the Texas European Chamber of Commerce. These members shall be nominated by the Board and approved by a majority vote of the general membership at the annual meeting.
4.2. Dues shall be current as of 30 days prior to the Annual Meeting to be a voting member. Any change in the dues shall be determined by a majority vote of the Board of Directors. No such change shall be adopted unless each Chamber member is given written notice via U.S. Postal or electronic mail of the proposed change or changes, including the effective date of such change or changes; the written notice shall be postmarked at least twenty- one (21) calendar days prior to the Board of Directors meeting at which the proposed change is to be considered. All written comments from chamber members will be considered by the Board of Directors prior to adopting changes.
Transferability of Membership
4.3. Membership is not transferable.
Termination of Membership
4.4. Chamber staff shall provide current annual dues invoice 60 days prior to renew date. Membership shall terminate if the member fails to pay the annual dues by the due date.
4.5. The Board of Directors, by affirmative vote of two-thirds (2/3) of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing before the Board and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XII of these by-laws.
Procedure for Expulsion
4.6. After it has been determined that a member should be expelled, the following
procedure shall be implemented:
a) A review committee shall notify the Board of Directors and the member being expelled. The member shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five days before the effective date of the proposed expulsion. The notice to the member of his proposed expulsion shall state the date, time, and place of the hearing before the review committee.
b) After the recommendation of the review committee, the Board of Directors shall decide whether the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board will be final.
Rights of a Voting Member
4.7. Voting membership shall confer the following privileges:
a) The right to vote in all general assembly meetings of the TECC;
b) The right to serve on the Board or any of the committees under provisions outlined in Article VIII and IX of the by-laws; provided the member is duly elected or appointed;
c) The right to serve as an elected officer of the TECC, provided the member is duly elected;
d) The right to be appointed to fill any unexpired term to the board;
e) The right to represent the Chamber in any regional or national association, provided the member is duly elected as a delegate by the general membership or by the Board; and
f) The right to be informed by the Board of the status of the TECC through an annual report made available for review at the annual meeting, at the TECC office or received via email.
ARTICLE V. MEETINGS OF MEMBERS
Time and Place
5.1. Meetings of members may be held monthly within standard business hours and at a time and location as the Board may direct. Meetings of members shall be held at such time and place as the Board may direct. Exceptions to this date are recognized holidays and weather events that prompt local elected officials to request or claim a disaster declaration.
5.2. The members of the TECC shall meet annually for the purpose of electing Directors. The members may also amend the by-laws.
5.3. A meeting of the general membership may be held on a quarterly basis for the purpose of, including but not limited to, electing Directors, and reviewing and amending by-laws. The Board may, at its discretion, decide that a quarterly meeting is unnecessary.
5.4. The President/CEO of the TECC if ordered by resolution of the Board or by ten percent (10%) or more of the certified voting membership of the TECC shall call special meetings. Management of the meeting will be in accordance with Roberts Rules of Order, Part II, Organization and Conduct of Business, Section 46, Occasional or Mass Meetings.
5.5. Notice of the time and date of annual and quarterly meetings shall be delivered to each member by U.S. Postal mail or electronic mail at least thirty (30) days prior to such meeting. Notice of the time and date of special called meetings shall be delivered to each member by U.S. Postal mail or electronic mail at least seven (7) calendar days prior to such meeting.
5.6. A quorum shall consist of ten percent (10%) of the certified voting membership. If no quorum is present, no official business shall be conducted.
5.7. Quorum requirements may be waved for any official meeting if two-thirds of the members in attendance vote to do so.
Conduct of Meetings
5.8. Robert’s Rules of Order, latest edition, and such rules as may be adopted by the assembly shall govern meetings. No rule shall be inconsistent or in conflict with these by-laws, Articles of incorporation of the TECC or with the law.
SECTION III – BOARD OF DIRECTORS
ARTICLE VI. BOARD OF DIRECTORS
Number and Qualifications
6.1. Board shall consist of not less than five (5) elected persons and not more than fifteen (15) elected persons, as determined by the Directors. The three chairpersons, Immediate Past-Chair, Chairperson and Chairperson-Elect, will annually review roster of Directors to ensure that all persons reflect TECC’s mission and vision.
At least ten  or seventy percent (70%) of the Directors shall be persons directly engaged in profit-oriented businesses or own an interest in such business. The President/CEO of the TECC shall serve as ex-officio member of the Board with no voting rights.
6.2. The Board shall have full power and authority to:
a) Establish all policies.
b) Hire or terminate and determine the responsibilities of the President/CEO.
c) Control all disbursements and finances.
d) Approve the annual budget and its amendments.
e) Exercise all powers not expressly denied by these by-laws.
Increase or Decrease in Directors
6.3. The number of Directors may be increased or decreased from time to time by amendment to, or in the manner provided in these by-laws, but no decrease shall have the effect of shortening the term of any incumbent Director.
6.4. Any vacancy on the Board shall be filled temporarily by appointment of the Board.The procedure for filling the temporary vacancy shall be:
a) The Chairperson shall nominate to the Board a candidate for the vacancy;
b) The Board shall vote to approve or disapprove the nominee;
c) If approved, the candidate shall serve out the remainder of the term;
d) If not approved, the Chairperson will re-nominate until the position is filled.
Vacancy of Chairperson-Elect
6.5. Any vacancy of the Chairperson-Elect shall be filled temporarily by appointment of the Board. The profor filling the temporary vacancy shall be:
a) The Chair shall nominate to the Board a candidate for the vacancy;
b) The Board shall vote to approve or disapprove the nominee;
c) If approved, the candidate shall serve temporarily until a successor Chairperson- Elect is elected pursuant to Section 6.7;
d) If not approved, the Chairperson will re-nominate until the position is filled.
Election Procedures and Terms of Office
e) Except as provided in subsection (B) of this subsection, the membership of the Board shall be elected to two (2) year terms ending on the date of the annual meeting, unless removed in accordance with the provisions of these by-laws and subject to his or her earlier resignation or death. The two (2) year terms of service shall be limited to three (3) consecutive terms for a total of six (6) years.
f) Board member term extension: Upon completion of a member’s term limits, the member may be elected by vote of the membership to an additional two-year term. Thereafter, Board Member must wait at least one (1) full year before being eligible to be elected and serve.
g) The terms of service of Chairperson and Chairperson-Elect are specified and are in accordance with sections 7.2 and 7.3. All other Board members shall be required to stand for election/ re-election to the Board at the end of each two (2) year term of service.
h) Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting, quarterly meeting, or at a special meeting of members called for that purpose.
i) All regular members shall be eligible for election to the Board as provided for in the by-laws.
6.6. The Directors shall be elected by a majority vote of the voting members at the Annual Meeting. All voting may be done by official TECC secret ballot in accordance with Robert’s Rules of Order. In case of a tie, a run-off election shall be held immediately.
A Nominating Committee appointed by the Board shall submit the name of a candidate for available places on the Board.
The Chairperson-Elect shall submit the name of a candidate for 25% of all available places on the Board.
Additional nominations can be made from the floor by the general membership at the annual meeting for each individual place available.
All candidates shall be nominated to run in a designated Place, i.e., Place 1, Place 2, etc. Once the Board is elected, a special meeting of the Board shall be held within two weeks to elect Board officers (Chairperson, Chairperson-Elect, Secretary and Treasurer and two At- Large Executive Committee Members).
The chairpersons shall occupy their designated places until expiration of their terms in accordance with sections 7.2 and 7.3.
The chair may appoint two at -large executive Committee Members, who must be a board member of the TECC to be eligible to serve on the Executive Committee.
The Chairperson may appoint a parliamentarian.
a) Any Director may be removed from office by a two-thirds (2/3) vote of the entire Board at any regular Board meeting.
b) The Chairperson shall notify any Director who misses (3) consecutive in-person or virtual meetings of the Board of his/her possible Removal and Resignation from the Board.
c) Any Director who has missed three (5) consecutive meetings without being excused by the Chairperson shall automatically vacate his or her seat. For purposes of this section, the board retreat, quarterly meetings, monthly Board meetings, special called Board meetings and annual membership meetings are considered meetings of the Board.
d) Good cause for removal also exists when: a director has five unexcused absences; breaches or neglects his or her duties; engages in harassment of fellow director(s); harassment or engages in acts or omissions which are detrimental to the best interests of TECC.
e) A special meeting to consider removal may be called by the President or by written request of not less than three directors.
The notice of the meeting will state that removal of the director will be on the agenda.
f) The director may present reason why he/she should not be removed. Good cause may also exist when a director fails to attend five consecutive meetings of a given year.
g) A Director resigns his or her position by filing a written resignation to the Chairperson of the Board. Resignation shall be effective upon filing.
6.8. Directors shall serve without compensation but may have reimbursement as authorized by the Board for expenses incurred in service to the TECC.
Conflict of Interest
6.9. A Director shall not participate in a vote or decision on a matter involving a business entity in which the Director has a substantial interest, if it is reasonably foreseeable that an action in the matter would confer an economic benefit to the business entity involved.
6.10. A director’s personal business enterprise is explicitly prohibited from providing services for a fee.
6.11. If a Director or a person related to the Director in the first or second degree by either affinity or consanguinity has a substantial interest in a business entity that would be peculiarly affected by any action taken by the Board, the Director, before a vote or decision on the matter, shall inform the Board in writing by the next scheduled Board meeting stating the nature and extent of the interest and shall abstain from further participation in the matter.
a) A person has a substantial interest in a business if:
1. The interest in ownership of five percent (5%) or more of the voting
stock or shares of the business entity or ownership of $100.00 or more of the fair market value of the business entity.
b) Funds received by the person from the business entity exceed ten percent (10%) of the person’s gross income for the previous year.
2. A person has a substantial interest in real property if the interest is an equitable or legal ownership with a fair market value of $100.00 or more.
a) Meetings of board members maybe held on the third week of the month, between business hours. Said date could be changed by the Executive Committee by giving fourteen (14) days’ notice to the Board and posting notice on the Chamber bulletin board. Exceptions to this date are recognized holidays and weather events that prompt local elected officials to request or claim a disaster declaration
b) The Directors will vote at the first regular meeting following the annual meeting
on which date of the month to meet for the remainder of the year. Said date could
be changed by the Executive Committee by giving fourteen (14) days’ notice to the Board and posting notice on the Chamber bulletin board.
c) Each Director shall be mailed or emailed a schedule of monthly meetings for the fiscal year. Attendance is required at each monthly meeting, the annual Board retreat, and quarterly membership meetings.
d) Any absences from required meetings must be reported to and approved by the Chairperson prior to the meeting or event.
e) A majority of all the Directors shall constitute a quorum for the transaction of business.
f) Proxy Vote. A Board member who is unable to attend a meeting of the Board or a Board Committee may vote by written proxy given to any other voting member of the Board or Committee or designated staff member who attends the meeting in question. However, a vote by proxy will not be counted toward the number of Board members needed to be present to constitute a quorum for the transaction of business.
No proxy shall be valid after three months from the date of execution. Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.
g) Virtual attendance of meetings. Meetings of the Board and any committee of TECC may allow virtual attendance, by computer or cell phone. Virtual participation constitutes attendance by that the director.
h) Meetings of Directors shall be governed by Robert’s Rules of Order, as these rules may be revised from time to time, insofar as such rules are not inconsistent with these by-laws, with the Articles of Incorporation, or with the law.
a) Special meetings of the Board may be called by or at the request of the Chairperson or any three Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Texas, as the place for holding any special meetings of the Board called them.
b) Notice of any special meeting of the Board shall be given at least three (3) days previously thereto by written notice delivered personally or sent by mail, E-mail, or facsimile to each Director at his address as shown by the records of the TECC. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereupon paid. If notice were given by E-mail or facsimile, such notice shall be deemed to be delivered when there is confirmation of transmission. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
SECTION IV – OFFICERS
ARTICLE VII. BOARD OFFICERS
7.1. The TECC shall have the following officer positions: A Chairperson, Immediate Past Chairperson, Chairperson-Elect, Secretary, and Treasurer.
Election and Term of Office
7.2. The Board shall elect officer positions before or at the next regularly scheduled meeting of the Board of Directors. These elections may be by secret ballot. Board members must be present to vote and may not transfer their individual vote by means of proxy. Board members seeking election as an officer of the Board must be present at the time and location of the election. The term for all officers shall be for one (1) year and shall begin after the annual meeting upon election. The Chairperson may serve one (1) additional term if the following three conditions are met:
a) The additional term is presented for vote of the Executive Committee
b) The favorable recommendation of the Executive Committee
is presented to the Board with 30 day written notice prior to the vote of the possible extension;
c) The Board accepts the Executive Committee's recommendation by vote of two thirds (2/3)of the entire Board.
Should the Chairperson be allowed to serve one additional term, this shall automatically extend, for a like period, the term of the Chairperson-Elect and the Immediate, Past Chairperson.
7.3. Chair-Elect application process – a subcommittee consisting of TECC Tri-Chairs, TECC Foundation Chairs and a Member at Large selected by the President/CEO .
a) Interviews will be conducted virtually via TEAMS
b) Chair-Elect time commitment:
1. 1 hour BOD monthly meeting
2. 1 hour ELT/Finance monthly meeting
3. 1-hour TECC Foundation quarterly meeting
4. 1 hour Tri-Chair/CEO monthly meeting
5. Attendance to signature events (eg., Annual Meeting)
7.4. Upon election as Chairperson-Elect by the Board, the individual so named shall automatically have his/her term of service on the Board extended by the necessary year(s) to allow such individual to complete his/her term as Chairperson of the TECC. Once named by the Board as Chairperson-Elect, such individual shall not be required to stand for election/re-election to the Board until after his/her completion of his/her term as Chairperson with full voting privileges.
7.5. Leave of Absence
Board Members are expected to serve the full two-year term absent unexpected circumstances. If a Board member wishes to apply for a leave of absence, the request should be submitted in writing to the Membership Chair with a copy to the current Board Chair and the President & CEO. Leaves of absence may not exceed six months, and are not guaranteed, but will be considered on a case-by-case basis.
Principal Duties of the Board Officers
a) The Chairperson shall:
1. Prepare, call, and preside at each meeting of the TECC.
2. Provide an agenda for each meeting.
3. Enforce the rules relating to debate and order.
4. Appoint committee chairs and other Board appointments as needed.
5. Oversee the work of the Board and their respective committees.
6. Monitor, through the President, the work of the TECC.
7. Represent, along with the President, TECC in matters of public relations.
8. Serve as an ex-officio member of all committees except for the Nominating Committee.
9. Have at each meeting, in addition to other papers necessary for the meeting, the following: a copy of Robert’s Rules of Order and a list of all standing and special committees and their members.
10. Perform all other duties associated with this office
b) The Chairperson-Elect shall:
1. In the absence of the Chairperson, perform all duties of the Chairperson.
2. In case of the resignation, removal or death of the Chairperson assume the office of the Chairperson automatically, serving the unexpired term of the Chairperson.
3. Nominate 25% of available board positions at the annual meeting for election.
c) The Secretary shall:
1. Certify delegates representing the TECC and provide them with credentials.
2. Sign all certified copies of acts of the TECC unless otherwise specified in the by-laws.
3. Maintain and have available at every meeting all record books in which the by- laws, special rules of order, standing rules, the latest edition of Robert’s Rules of Order and minutes are entered, with any amendments to these documents properly recorded.
4. In the absence of the Chairperson and Chairperson -Elect, call the meeting
to order and preside.
5. Ensure that the minutes are properly and accurately recorded and posted for Board approval.
d) The Treasurer shall:
1. Supervise disbursement of funds of the TECC.
2. Work with TECC staff to ensure that all financial policies are followed.
3. Serve as chair of the Finance Committee.
e) The Immediate Past Chairperson shall:
1. In the absence of the Chairperson, and the Chairperson-Elect, perform all duties of the Chairperson.
f) The Chair and Treasurer of the TECC Board of Directors, or their designees from the TECC executive committee, will automatically serve as Directors of the Foundation Board of Directors.
7.7. The Executive Committee of the Board shall consist of the Chairperson, the Chairperson- Elect, the Immediate Past Chairperson, the Secretary, and the Treasurer, and two at -large Board members. The President/CEO shall serve as an ex officio member with no voting rights. The Chair may appoint two at -large executive Committee Members, who must be a board member of the TECC to be eligible to serve on the Executive Committee.
The Executive Committee’s role and authority is to:
a) Determine the agenda for upcoming board meetings and general membership meetings.
b) Approve changes in banking relationships.
c) Approve or disapprove committee recommendations prior to full board consideration.
d) Prepare a multi-year board development plan.
e) The Executive Committee shall have the authority to act on the business of the TECC in emergencies and where time constraints may not permit a meeting of the entire board (critical nature). The Executive Committee may not, however, amend the Articles of Incorporation and the Bylaws of the TECC, declare vacancies of the Board of Directors, spend TECC’s money beyond amounts budgeted by the Board of Directors, or act contrary to established policies of the Board of Directors.
1. The Executive Committee will be notified by the Chairperson of the Board at least three (3) hours in advance of the meeting or by phone or email when the business of TECC is of a critical nature. Minutes of the Executive Committee and actions of the Executive Committee shall be reported within seven (7) working days to the Board of Directors.
ARTICLE VIII. President/Chief Executive Officer (CEO)
The Role of the CEO
8.1. The President & CEO shall be selected by the committee chosen by the Board and shall execute business and report to the Board upon established and ad-hoc meetings. The President & CEO shall be paid a salary determined by the Board.
8.2. The President and Chief Executive Officer shall have general responsibility for the management and direction of the day-to-day business including supervision, hiring, discharging, and determining of salaries and other compensation of all staff members, and agents, shall supervise generally the affairs of the Company and shall have full authority to execute all documents and take all actions that the Company may legally take.
8.3. They shall make reports to the Board and shall see that all orders and resolutions of the Board and of any committee thereof are carried into effect. The President and Chief Executive Officer, if also a Director, shall, in the absence of or because of the inability to act of the Chairman of the Board or any Vice Chairman elected by the Board, perform all duties of the Chairman of the Board, and preside at all meetings of Members and of the Board.
ARTICLE IX. COMMITTEES AND COMMUNITY REPRESENTATION
9.1. The Board shall have standing committees, including, but not limited to: Economic Development, Finance, Membership, Education, Advocacy and European Trade Missions). The Chairperson shall appoint a member of the Board to oversee the functioning of each standing committee. Board members are encouraged to join and be an active participant in at least one Standing or Ad Hoc Committee.
a) Finance Committee: The Treasurer is the chair of the Finance Committee, which includes two other board members, appointed by the Treasurer. The Finance Committee is responsible for developing and reviewing fiscal policies and procedures and the annual budget with staff and other board members. The Finance Committee shall advise the board with respect to making significant financial decisions. It shall maintain a continuous and overall review of income and expenditures and shall make recommendations to the board relating thereto. The Finance Committee shall be responsible for developing and amending procurement and investment policies as needed. The Finance Committee shall propose any such changes to the board for adoption.
b) Economic Development Committee: The Chairperson-elect or the Chairperson-elect’s designee will serve as the chair of the economic development committee. This Committee will provide oversight for all the Chamber initiatives and programs related to Economic Development (Small Business, Workforce Development, International Business, Convention and Visitors Bureau, Regional Infrastructure Development, and the Enterprise Incubator). This Committee shall be comprised of individual Chamber Members and may also include organizations who can provide expertise and relationships in the above-mentioned areas.
c) Advocacy Committee. The Chairperson shall recommend a member of the Board (who must subsequently be approved by the Board) to oversee the functioning of the Advocacy Committee. This Committee will be committed to educating the community on relevant policy issues of importance to its members. This Committee shall be comprised of individual Chamber Members and may also include organizations who can provide expertise and relations in the above-mentioned areas.
d) Membership Committee. The Chairperson shall recommend a member of the Board (who must subsequently be approved by the Board) to oversee the functioning of the Membership Committee. The scope of the Membership Committee will be to develop a platform to help recruit and retain prospective and existing members. This Committee shall be compromised of individual Chamber Members and may also include organizations who can provide expertise and relations in the above-mentioned areas.
Ad Hoc Committees
9.2. The Board by resolution may designate ad hoc committees for specific purposes. The resolution shall specify a chairperson, members and shall provide for committee termination.
ARTICLE X. MISCELLANEOUS PROVISIONS
10.1. The fiscal year of the TECC shall be from January 1 to December 31.
Execution of Contracts, Leases and Other Instruments
10.2. Except as otherwise provided by Board resolution, any contract, lease, memorandum of understanding, or other instrument executed in the name of and on behalf of the TECC shall be signed by the President/CEO or Secretary and countersigned by the Chairperson or the Chairperson-Elect.
ARTICLE XI. AMENDMENTS
Amendment or Repeal of By-Laws
11.1. These by-laws may be repealed or amended by the two-thirds vote of the voting members in attendance at any regular meeting or any special meeting of the general assembly called for that purpose (a quorum being present per paragraph 5.6 above). No such repeal or amendment shall be adopted unless each voting member is given prior written or electronic notice of the proposed changes as well as of the time and place of said meeting. Should written notice be provided, then such notice shall be postmarked not less than twenty- one (21) days prior to the meeting. Any member may waive notice of the proposed changes. The attendance of a member at any regular or any special meeting of the general assembly called for that purpose shall constitute a waiver of such notice, except where a member attends a meeting for the express purpose of objecting to any repeal or amendment of the by-laws because the meeting is not lawfully called or convened.
ARTICLE XII. AUDIT
12.1. An independent annual audit shall be conducted by a certified public accountant at the close of the fiscal year. The auditor shall be selected by bid and accepted by a majority vote of the Board.
ARTICLE XIII. GOVERNING RULES
13.1. Robert’s Rules of Order, latest edition, shall be recognized as the standard rules of order for all meetings of the TECC.
13.2. These by-laws shall be the current by-laws and, as such, supersede all previous by-laws.
13. 3. These by-laws were revised and adopted at the Annual Meeting on January 24,