BYLAWS

ARTICLE I – Name

Section 1. The name of this organization shall be the Howe Chamber of Commerce.

ARTICLE II – Object

Section 1. The Howe Chamber of Commerce is organized for the purpose of advancing the commercial, industrial, civic and general interest of the City of Howe, Texas, and its trade area.

ARTICLE III – Limitations of Methods

Section 1. The Chamber shall be nonpartisan and nonsectarian, and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for office in city, county, state or nation, nor shall any meeting of a political nature whatsoever be held within the premises occupied by or under the control of the Chamber.

ARTICLE IV – Membership

Section 1. Any individual, association, corporation, partnership or estate may subscribe to membership in the Howe Chamber of Commerce.

Section 2. Application for membership shall be considered at any meeting of the Board of Directors. Applicants shall pay a membership fee of $25.00 (twenty-five dollars) per non-business membership or $75.00 (seventy-five dollars) per business membership per year. A business concern shall be an individual or group of individuals who sell goods and/or service with the expressed purpose of making a profit. Each membership is entitled to one vote.

Section 3. Distinction I public affairs shall confer eligibility to honorary membership. Honorary membership shall include all the privileges of active membership, except that of holding office or voting, with the exemption from the payment of dues. Election to honorary membership shall require the majority vote of the Board of Directors. An honorary membership may be revoked by the Board of Directors at any time.

Section 4. Applications for membership shall be made in writing to the Board of Directors, and the application shall be regarded as a guarantee on the part of the applicant of his interest in and sympathy with the purposes of the Chamber, and his adherence, if elected, to its bylaws, rules and sympathy with the purposes of the Chamber, and his adherence, if elected, to its bylaws, rules and regulation. Election to membership shall require the majority vote of the Board of Directors.

Section 5. Members may be expelled by the Board of Directors for cause or for nonpayment of dues or budget subscription within a reasonable time as fixed by the Board of Directors at a proposed time and place after a reasonable notice. A three-fourths vote of all directors shall be necessary to expel a member. An expelled member shall have the right to appeal to the entire Chamber and upon their written request, they will be allowed to make such an appeal at the next annual meeting or special meeting within thirty days of such a request.

Section 6. The death, resignation or expulsion of a member shall terminate his membership. The termination of a membership shall work as a forfeiture of all interest of the member in and the property of the corporation, and the member shall therefore have no right thereto or any part thereof.

ARTICLE V- Meetings

Section 1. The Board of Directors may provide for holding membership meetings whenever it may be considered necessary or desirable.

Section 2. The Board of Directors shall call a membership meeting upon petition signed by not less than ten percent (10%) of the members.

Section 3. The annual meeting of the Chamber shall coincide with the annual banquet.

Section 4. At all membership meetings, ten percent (10%) of the members in good standing shall constitute a quorum.

Section 5. Notice of both regular and special meetings shall be given to each member in person or by mailing notice to the last known post office address at least five days in advance of the day of the meeting.

ARTICLE VI-Board of Directors

Section 1. The government of the Chamber, the direction of its works and the control of its property shall be vested in a board of directors consisting of a total of 7 (seven) directors elected to 2 year staggered terms decided by lot at the first meeting. Upon their election, they shall meet, qualify and elect from their own number a president and vice-president. The Directors shall have power to fill all vacancies on the Board until the next annual meeting. They may adopt rules for conducting the business of the Chamber. They shall submit in writing, at the annual meeting a full report of the work and the finances of the organization.

Section 1a. The Board of Directors shall appoint as necessary up to 2 current members to serve as 1) Special Events Coordinator and 2) Membership Director. These appointed positions shall be for up to 2 year terms and will give each a place on the Board of Directors.(Adopted 1/2004)

Section 2. The Board of Directors shall be elected at the annual meeting or a special meeting of the members called for that purpose.

Section 3. A nominating committee of not less than 3 members shall be appointed by the President thirty days prior to the election, whose duty it shall be to nominate from members of the Chamber twice as many members to be voted on for members of the Board of Directors as there are vacancies on the Board to be filled. Said Committee shall file a list of the nominees recommended with the Secretary not later than fifteen days before the election. Other nominations than the ones recommended by the committee may be made by any member from the floor, or by filing the name of the nominee with the Secretary.

Section 4. The Secretary shall mail to all members of the Chamber, ten days prior to the election, a list of nominees recommended by the nominating and any other nominations filed with him.

Section 5. All voting shall be by ballot or proxy one month prior to the banquet. A number of nominees corresponding with number of directors to be elected who receive the highest number of votes shall be declared elected.

Section 6. The board of Directors shall meet at least once per month, the time and place to be fixed by the Board. Absence from three consecutive regular meetings, without an excuse deemed valid and so recorded by the Board of Directors, shall be constructed as a resignation.

Section 7. A majority of the Board of Directors shall constitute a quorum at any meeting.

ARTICLE VII – Officers

Section 1. Within ten days after the annual election, the Directors shall meet and elect officers for the ensuing year, a president, vice president, a secretary, and a treasurer. All of said officers must be members of the Board of Directors except the Secretary and the Treasurer, who may or may not be members of the Board of Directors. The Board of Directors may employ a Manager, whose compensation shall be determined by the Board of Directors. The Manager shall also serve as Secretary to the Board.

Section 2. The Treasurer and the Manager shall each furnish surety bonds in such amounts as the Board of Directors shall deem necessary, the cost to be paid by the Howe Chamber of Commerce.

Section 3. The President shall preside at all meetings of the Chamber and the Board of Directors, and perform all duties incident to this office. He shall appoint all committees and shall be ex-officio member to all committees. He shall at the annual meeting of the Chamber, and at such times as he may deem proper, commend to the membership or the prosperity and increase the usefulness of the Chamber. He shall have the custody of the Treasurer’s Bond.

Section 4. The Vice President shall act in the absence of the President; and in the absence or disability of the two officers named (President and Vice President) a member of the Board of Directors shall be chosen to act temporarily.

Section 5. The Treasurer shall receive and disburse the funds of the Chamber. He shall keep all moneys of the Chamber deposited in its time. At frequent intervals he shall make reports to the Board of Directors, which may at its discretion require him to give acceptable bond, in such sum as the Board may determine, for the faithful performance of his duties.

Section 6. The Secretary shall keep minutes of all meetings of the Board of Directors and of the general membership. The minutes shall be maintained in a manner of safe-keeping readily available to the membership. He shall handle all correspondence.

ARTICLE VIII-Disbursements

Section 1. No disbursement of the funds of the Chamber shall be made unless the same shall have been approved, authorized and ordered by the Board of Directors. All disbursements shall be made by check. Checks shall be signed by two officers: President, Vice President, Treasurer, or Secretary.

Section 2. Upon the approval of the budget, the Treasurer may be authorized to make disbursements on account of expenses provided for in the budget without an additional approval by the Board of Directors.

ARTICLE IX-Budget

Section 1. As soon as possible after the annual meeting of each year, the finance committee shall compile a budget of estimated expenses, including a stated amount for each committee, and submit it to the Board of Directors. As passed by the Board, with or without modification, this budget shall be the appropriation measure of the Chamber. No committee may exceed its appropriation without the consent of the Board of Directors.

ARTICLE X-Fiscal Year

Section 1. The fiscal year shall end the 31^st day of December.

ARTICLE XI-Parliamentary Procedure

Section 1. The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts Manual of Parliamentary Rules.

ARTICLE XII-Amendments

Section 1. These bylaws may be amended by or altered by as two-thirds vote of these presents as any regular or special meeting of the Chamber of Commerce, provided notice of the proposed change shall have been mailed by the Secretary to each member no less than ten days prior to such meetings.

As of: February 11, 2004