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DACCSW

Danish American Chamber of Commerce Southwest

Name

The name of the corporation shall be DANISH AMERICAN CHAMBER OF COMMERCE – SOUTH WEST, herein after also referred to as DACC.

Membership

Membership in DACC is open to corporations, firms, individuals and institutions. Application for membership should be recommended by one of the members of DACC.

The Categories of membership shall include the following:

  • Corporate
  • Individual
  • Retired
  • Honorary
  • Student
  • Reciprocal

Purpose

DACC is organized exclusively for charitable, educational and/or trade promoting purposes as specified in Section 501(c) of the Internal Revenue Code.

Financial Management

Categories of membership may be established by the Board of Directors, with the dues schedules and requirements for each category determined by the Board of Directors.

The dues are to be an annual basis terminating December 31st. Members joining the DACC after October 1st are to pay one year’s dues, which will cover membership throughout the following year.

The fiscal year of the Chamber is the calendar year and yearly statement will be circulated to the members attending the Annual meeting and is available to any member upon request.

The Board of Directors, at least sixty (60) days prior to each Annual meeting will appoint an Audit Committee to audit the DACC books each year and also ensure an audit is performed whenever a new person takes on the officer of Treasurer.

Any member, whose annual dues remain unpaid sixty (60) days after the same are due and payable, shall be reported to the Board of Directors, who may thereupon declare such member delinquent. Thereupon there shall be mailed to such member a statement covering the unpaid dues and a copy of this section. If the dues remain unpaid for a period of sixty (60) days thereafter, the membership of such members shall be suspended. The member shall subsequently be dropped from member-ship, an notice of this fact may be printed in the official news letter of DACC and notice of such action to be mailed to the member.

Meetings of members

The Annual Meeting of members is to be held by latest April 31st each year at such place and time as the Board of Directors may appoint and call for such meeting is to be issued at least three (3) weeks prior to the meeting.

Special Meetings may be held if the Board of Directors so decide or upon the written request of at least ten (10) members. Notice of such Special Meetings is to be circulated to all members at least ten (10) days prior to the meeting.

At all meetings of the members, except where it is otherwise provided for in the By-Laws it shall be necessary that there be present, in person or by proxy, not less than one third (1/3) of the membership votes to constitute a quorum. The various classes of membership shall be entitled to the following number of votes at all meetings of DACC:

  • Corporate                   2 votes
  • Individual                    1 vote
  • Retired                        1 vote
  • Honorary                     1 vote
  • Student                        1 vote

A simple majority of the votes represented will carry.

Board of Directors

The business, property and affairs of DACC are to be managed by a Board of Directors consisting of not to less than three (3) nor more than ten (10) members of DACC. The Board of Directors may appoint former Directors as a non-voting ex-officer member of the Board.

 The number of Directors within the limit herein provided is to be recommended by the Board of Directors to the Nominating Committee. Directors are elected at the Annual Meeting for a term of three (3) years. As nearly as possible, one third (1/3) of the Directors are to be elected each year. The Board of Directors has the power to fill vacancies during the year, but such Directors terms of office shall expire at the next annual meeting.

Each member of the Board of Directors shall be entitled to one vote on any resolution to be voted on by the Board of Directors.

A Nominating Committee of three (3) members of which only two (2) may be Directors, is to be appointed by the Board of Directors at least sixty (60) days prior to the election. The committee is to nominate members to be voted on for the Board of Directors at the annual meeting. Said committee shall file with the Secretary not less than thirty (30) days before the election:

a)      Any recommended change in the numbers of Directors

b)      A list of nominees recommended – this list to be circulated to the members.

Other nominations may be made by any five (5) members by filing the name of the nominee with the Secretary at least two (2) weeks before the Annual meeting.

One half of the Directors constitutes a quorum for the transaction of business. At all meetings of the Board, the act of two thirds (2/3) of the Directors present at any meeting there is a quorum shall be the act of the Board of Directors.

The Board of Directors shall meet within ten (10) days after each Annual Meeting and constitute itself. The Officers of Board shall consist of a Chair, Vice Chair, Treasurer and Secretary nominated by the Board of Directors, serving a term of one year.

The Board of Directors may appoint such officers and agents as the Board may deem necessary for the transaction of DACC.

Duties of Board of Directors

Ø  Perform any and all duties imposed on them collectively or individually by law by the Articles of Incorporation.

Ø  Supervise all officers, agents and employees of DACC to assure that their duties are performed properly

Ø  Appoint, remove, employ and discharge and except as otherwise provided in these By-laws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of DACC.

Ø  Meet at such time and places required by the By-laws.

Ø  The Chair shall preside at all Board meetings, appoint committee members and perform other duties as associated with the office.

Ø  The Vice Chair shall assume the duties of the Chair in case of the Chair’s absence.

Ø  The Treasurer shall keep record of DACC’s budget and prepare financial reports as needed.

Ø  The Secretary shall be responsible for the minutes of the Board, keep and distribute all approved minutes and safe keep records and official registration documents.

Ø  Membership fee for Board members is at Corporate membership level for +20 employees (USD 500) and payable in full by end of January.

Board of Directors compensation

Directors shall not receive any compensation for their services except that each Director is entitled to receive from DACC, reimbursement of expenses incurred by the Directors in the furtherance of DACC’s business.

Non-Liability of Directors

The Directors shall not be personally liable for the debts, liabilities or other obligations of DACC. The Directors and officers are indemnified to the fullest extent permissible under the laws of Texas.

Conflict of Interest

Any member of the board who has a financial, personal or official interest in or conflict with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting in an impartial manner, will offer the Board a voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

Special Committees

The Board of Directors may appoint Special Committees in order to investigate specific issues related to trade between Denmark and the USA.

Amendments

All proposed amendments to the By-Laws must be submitted at least thirty (30) days prior to the membership meeting in writing, signed by at least ten (10) members, to the Board of Directors. It must subsequently be brought before a meeting of the members of the DACC to be voted on. Two thirds (2/3) of the votes representing the members attending shall be necessary to carry the amendment.

Dissolution of the Chamber

Motion to dissolve DACC shall be made at a general meeting and must be mentioned in a call to such meeting.

To validate a decision to dissolve DACC it must have been voted for by at least two thirds (2/3) of the members present.

If it be decided to dissolve DACC, all property of DACC shall be transferred to such entities not organized for profit, as the Board of Directors may determine subject to applicable provisions of law, provided that no part of such disposition shall inure to the benefit of any private shareholder, individual or entity organized for profit.

 

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