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Charter Amendments

Full Legal Language of Proposed Charter Amendments

The proposed amendment preserves member voting rights for fundamental corporate actions required under the Texas Business Organizations Code, including amendments to the Certificate of Formation, mergers, sale of substantially all assets, conversion, dissolution, reinstatement, and related actions under Texas Business Organizations Code § 22.164.

Proposed Amendment No. 1

Clarification of Member Voting Authority

The Certificate of Formation shall be amended to clarify that members of the Corporation shall vote only on those matters for which member approval is expressly required under the Texas Business Organizations Code.

Upon adoption of this amendment:

  • Governance authority for routine organizational matters — including election of directors, approval of plans of work, adoption or amendment of bylaws, and operational oversight — shall be vested in the Board of Directors.

  • Members shall retain voting rights on fundamental corporate actions as required by Texas law.

Under Texas Business Organizations Code §22.164, fundamental actions requiring member approval include:

  • Amendments to the Certificate of Formation

  • Voluntary winding up or dissolution

  • Revocation of voluntary winding up

  • Reinstatement of the corporation

  • Adoption of a distribution plan

  • Approval of mergers

  • Sale of all or substantially all corporate assets

  • Conversion or exchange of the corporation

This amendment is intended to:

  • Align the Chamber’s governance structure with modern nonprofit standards

  • Ensure timely and effective decision-making

  • Maintain appropriate member oversight for major structural decisions

This amendment does not eliminate member engagement opportunities or modify rights of members required by law.

Amendment Text

Members shall vote only on those matters for which member approval is expressly required under the Texas Business Organizations Code. All other governance authority, including the election of directors and adoption of bylaws, shall be vested in the Board of Directors.

Proposed Amendment No. 2

Officer Title Alignment

All references in the Certificate of Formation to the elected offices of “President” and “Vice-President” are hereby amended and restated to read:

  • “Chair of the Board” in place of “President”

  • “Vice Chair of the Board” in place of “Vice-President”

These offices shall continue to be elected from among the members of the Board of Directors in accordance with the Bylaws of the Corporation.

This amendment is intended to:

  • Clarify the distinction between volunteer governance leadership and professional administrative leadership

  • Align officer titles with the current governance structure of the Corporation

  • Reduce ambiguity between Board authority and staff management responsibilities

  • Reflect modern nonprofit governance terminology and practice

This amendment is intended solely to align officer titles with the Chamber’s current governance framework and does not change the authority or duties of these leadership roles.

Amendment Text

All references in the Certificate of Formation to the office of “President” shall be amended to read “Chair of the Board,” and all references to the office of “Vice-President” shall be amended to read “Vice Chair of the Board.”

Effective Date

If approved by the required vote of the membership, these amendments shall become effective upon filing of a Certificate of Amendment with the Texas Secretary of State.