Article XIV Member Vote Packet

TEXAS TRI-COUNTY CHAMBER OF COMMERCE

MEMBER VOTE PACKET PROPOSED BYLAW AMENDMENT – ARTICLE XIV

Purpose: To present the proposed update to Article XIV (Amendments) for member review and vote.

Vote Date Deadline: End of Business Day (5:00 PM), Friday, May 2, 2026

Prepared by: Shannon McFarland Chair Elect

SECTION 1 — WHY THIS AMENDMENT IS BEING PROPOSED

The Chamber is reviewing Article XIV to ensure our bylaws remain practical, transparent, and aligned with how the organization operates today.

Current Challenges:

• Amendments require either:

• A 50% membership quorum, or
• A minimum of 25 returned ballots within a limited timeframe

• These thresholds make it difficult to update bylaws when necessary.

Purpose of the Update:

• Improve the Chamber’s ability to make needed governance updates • Maintain strong safeguards through a two-thirds (2/3) Board approval requirement • Preserve member voting rights for major structural changes • Ensure transparency through advance notice requirements

SECTION 2 — WHAT IS CHANGING

Current System (Simplified):

• Board approves amendment • Membership must vote • Must meet quorum OR ballot threshold • Often difficult to achieve

Proposed System (Simplified):

• Board may amend bylaws with a two-thirds (2/3) vote • Board must receive proposed amendment at least five (5) days in advance • Members vote only when changes affect:

• Legal structure
• Articles of Incorporation
• Fundamental member rights

SECTION 3 — WHAT IS NOT CHANGING

Members will still vote on:

• Changes to the Chamber’s legal name • Changes to the Chamber’s nonprofit purpose • Dissolution of the organization • Any amendment requiring filing with the State of Texas

SECTION 4 — VOTING INFORMATION

Voting Eligibility:

Voting is limited to Members in Good Standing.

A Member in Good Standing is defined as: A member whose dues are current and who is not under suspension or termination.

Voting Structure:

• One vote per business membership • If multiple responses are received from the same membership, only one vote will be counted

Voting Requirements (Current Bylaws Apply):

For the amendment to pass:

• A minimum of twenty-five (25) member responses must be received • A majority of responses must be YES

SECTION 5 — HOW TO VOTE

To cast your vote, reply to the ballot email with:

YES – to approve the proposed amendment NO – to reject the proposed amendment

All votes must be received by: End of Business Day (5:00 PM), Friday, May 2, 2026

SECTION 6 — DOCUMENTS INCLUDED

• Current Article XIV • Proposed Article XIV • Redline Comparison • One-Page Summary

ONE-PAGE SUMMARY

PROPOSED UPDATE TO ARTICLE XIV – AT A GLANCE

CURRENT SYSTEM:

• Requires 50% membership quorum OR 25 ballots returned • Difficult to achieve in practice • Limits ability to update bylaws

PROPOSED SYSTEM:

• Board may amend bylaws with 2/3 vote • Must receive proposal 5 days in advance • Members vote only on major structural changes

MEMBER PROTECTIONS REMAIN:

Members still vote on:

• Legal name changes • Nonprofit purpose changes • Dissolution • Any change requiring filing with the State of Texas

VOTING REQUIREMENTS:

• Minimum 25 responses required • Majority must be YES

VOTING RULES:

• Members in Good Standing only • One vote per business membership

DEADLINE:

End of Business Day (5:00 PM), Friday, May 2, 2026

Proposed Amendment IVX Changes for Member Vote