Charter Modernization Vote

Overview

The Greater Killeen Chamber of Commerce is is recommending two governance amendments to its original 1951 Charter to modernize the organization’s structure and align its operations with current nonprofit best practices and Texas law.

These proposed amendments are being presented to the membership for consideration and vote.

Why These Changes Are Being Proposed

Since its original filing in 1951, the Greater Killeen Chamber of Commerce has grown significantly in size, scope, and complexity.

Today, the Chamber serves more than 500 members and operates with a strategic Board governance model supported by professional executive leadership. As the organization has evolved, it is appropriate to update certain governance provisions to better reflect current operations and provide greater clarity moving forward.

These proposed amendments are intended to:

Clarify that governance authority is vested in the Board of Directors
Align officer titles with current organizational structure
Reduce ambiguity between volunteer leadership and professional staff roles
Support long-term strategic continuity
Ensure compliance with modern nonprofit governance practices

These changes do not impact Chamber programs, services, or membership benefits.

Governance Timeline

1951 — Charter Filed
The Greater Killeen Chamber of Commerce was originally formed under its Charter, the term commonly used at the time for the organization’s foundational governing document.

2006 — Texas Terminology Updated
The Texas Business Organizations Code took effect on January 1, 2006. Under current Texas law, the Chamber’s foundational governing filing is referred to as its Certificate of Formation.

2010 — Transition to Current Statutory Framework Completed
As of January 1, 2010, the transition from the former Texas nonprofit statute to the Texas Business Organizations Code was complete, and the Certificate of Formation became the standard legal term under Texas nonprofit law.

1990s–Present — Organizational Growth
The Chamber expanded significantly in membership, scope, and operational complexity.

2026 — Governance Review Initiated
The Board of Directors initiated a formal review of the Chamber’s governing structure to align operations with current nonprofit best practices and Texas law.

2026 — Member Vote
The proposed governance amendments are presented to the membership for consideration and vote.

Note: The Chamber’s original governing filing may historically be referred to as its “Charter.” Under current Texas law, that document is referred to as the Certificate of Formation. For purposes of these proposed amendments, those references describe the same foundational corporate document.

Summary of Proposed Amendments - Click for more details

Amendment 1

Clarification of Member Voting Authority

This amendment clarifies that:

The Board of Directors manages the affairs of the Chamber
Members vote only on matters required by Texas law, such as:
- Amendments to the Certificate of Formation
- Merger or consolidation
- Dissolution of the organization

Amendment 2

Officer Title Alignment

This amendment updates Charter terminology:

“President” will become Chair of the Board
“Vice-President” will become Vice Chair of the Board

This change reflects the Chamber’s current governance model and reduces confusion between Board leadership and staff leadership.

Voting Information

Voting on these proposed amendments will be conducted electronically.

Each member organization is entitled to one vote
Voting will remain open from 10am - 3pm on March 21, 2026
Results will be certified and reported to the membership

Frequently Asked Questions

Why is the Chamber proposing these amendments?

The proposed amendments are intended to modernize the Chamber’s governing document, clarify how governance authority is exercised, and align the organization with current nonprofit practices and Texas law.

Will members still have voting rights?

Yes. Members will continue to vote on those fundamental corporate actions for which member approval is required by Texas law.

What changes if Amendment No. 1 passes?

If approved, the Certificate of Formation will clarify that members vote on fundamental legal matters required by law, while routine governance authority remains with the Board of Directors.

What changes if Amendment No. 2 passes?

If approved, the Certificate of Formation will be updated to reflect the Chamber’s current officer titles: Chair of the Board and Vice Chair of the Board.

Do these amendments change the mission of the Chamber?

No. These amendments do not change the Chamber’s mission, purpose, or commitment to serving the business community. They are intended to improve clarity and alignment in governance.

Additional Resources

Cast Your Vote

Voting Details
Date: May 21, 2026
Time: 10:00 AM – 3:00 PM
Location: Killeen Civic and Conference Center

Voting Eligibility
Eligibility to vote shall be determined based on the Chamber’s official membership records as of May 1, 2026 (the “record date”). Only the designated voting representative of each member organization in good standing as of the record date shall be entitled to vote.