Mansfield Business AllianceA Texas Non-Profit Corporation

Adopted: Nov. 14, 2023

Article 1. General

Section 1. Name

This organization is incorporated under the laws of the State of Texas and shall be known as the Mansfield Business Alliance (the “Alliance”). The Alliance shall have, and continuously maintain, in the State of Texas, a registered office and a registered agent.

Section 2. Purpose

The Alliance is organized to promote and enhance the economic vitality, community development, and overall business prosperity within the Mansfield area through advocacy, networking, education, and community engagement.

Section 3. Area

The Alliance shall serve the Mansfield area or economic region, meant to include the City of Mansfield, Mansfield ISD, and surrounding communities within the Counties of Tarrant, Johnson, and Ellis and their environs.

Section 4. Limitation

The Alliance shall operate as a non-profit, non-partisan, and non-sectarian entity. The Alliance will comply with all applicable local, state, and federal laws governing nonprofit organizations.

Article 2. Membership

Section 1. Eligibility

Any person, association, corporation, partnership, or estate having an interest in the objectives of the Alliance, and willing to uphold its policies and abide by its bylaws, shall be eligible for membership. Membership shall be open to any business entity, educational institution, non-profit organization, government body, or individual with an interest in the economic well-being and community development of the Mansfield area.

Section 2. Admission

  1. Application procedure:
    1. Applications for membership shall be submitted in writing, on forms provided for that purpose, or filled out online through the Alliance website.
    2. All applications shall be directed to the Board of Directors (the “Board”) of the Alliance for review.
  2. Approval and Commencement:
    1. The Board, in its discretion, shall review and approve membership applications in accordance with the notice provisions of these Bylaws.
    2. Membership shall commence upon the Board's approval and the payment of the prescribed membership dues.
  3. Membership Levels:
    1. The Board shall have the ability to prescribe separate membership levels with varied benefits, rights, and privileges.
    2. The details of different membership levels, along with their respective benefits, rights, and privileges, shall be made available to all prospective and existing members.
  4. Termination:
    1. Membership may be terminated by:
      1. Voluntary resignation in writing by the member.
      2. Non-payment of renewal dues after ninety (90) days from the due date.
      3. Termination by the Board for conduct violating these Bylaws or prejudicial to the objectives and purposes of the Alliance, after notice to the member and an opportunity afforded for a hearing under procedures determined by the Board.
      4. Death of the member, if the member is an individual.

Section 3. Non-Transferability of Membership

Membership in the Alliance is non-transferable and non-assignable. However, in the case of a change in ownership, merger, or acquisition of a member business, the membership may be transferred to the new owner(s) or the successor organization upon approval by the Board. The Board shall have the discretion to review and approve such transfer of membership on a case-by-case basis, ensuring that the new owner(s) or successor organization meets the eligibility criteria and agrees to abide by the Alliance's bylaws and other policies.

Article 3. Meetings

Section 1. Annual Meeting

The annual meeting of the Alliance shall be held during the month of January each year, at a time and place determined by the Board. At this meeting, the newly elected Directors shall be installed, Directors and Officers will report on the activities and financial condition of the Alliance, and other business may be transacted as may be necessary.

Section 2. Regular Meetings

Regular meetings of the Alliance may be held at times and places determined by the Board. The purpose of these meetings shall be to acquaint the membership with the operations and functions of the Alliance and to discuss business and community interests.

Section 3. Special Meetings

Special meetings of the Alliance may be called by the President, the Directors, or upon written request by ten percent (10%) of the members in good standing. Notice of special meetings, including the purpose of the meeting, shall be delivered to all members at least five (5) days prior to the meeting date.

Section 4. Board Meetings

Regular meetings of the Board shall be held as determined by the Board. Special meetings of the Board may be called by the President or upon written request by three (3) Directors.

Section 5. Quorum

A quorum for a meeting of the members shall consist of not less than ten percent (10%) of the members in good standing, present in person. A quorum for a meeting of the Board shall consist of a majority of the Directors, present in person or via teleconferencing.

Section 6. Notice of Meetings

Notice of the time, place, and purpose of any meeting of the Alliance shall be given to all members at least ten (10) days prior to the meeting, via mail, email, or other electronic means.

Section 7. Voting

Each member in good standing shall be entitled to one vote at any meeting of the Alliance. Voting on all matters, including elections, may be conducted by mail, email, or other electronic means as determined by the Board. Proxy voting shall not be allowed.

Article 4. Board of Directors

Section 1. Authority and Responsibility

The governing body of the Mansfield Business Alliance shall be the Board of Directors. The Board shall have the authority and responsibility to manage the affairs of the Alliance, establish its policies, and ensure the accomplishment of its mission and objectives.

Section 2. Composition

The Board shall consist of a minimum of five (5) Directors, including the Officers of the Alliance. The composition of the Board shall reflect a broad representation of the business community and stakeholders in the Mansfield area.

Section 3. Officers

The Officers of the Alliance shall be the Chairperson, Vice-Chairperson, Secretary, and Treasurer, elected by the Board from among its members. The Officers shall serve as the Executive Committee of the Board, with the Chairperson serving as the presiding officer of the Board.

Section 4. Election and Term

Directors shall be elected by the membership at the Annual Meeting. Each Director shall serve a term of one (1) year and may be re-elected for up to three (3) consecutive terms.

Section 5. Meetings

The Board shall meet regularly at such times and places as it determines, with at least four (4) meetings each year. Special meetings may be called by the Chairperson or upon the written request of three (3) of the Directors.

Section 6. Quorum and Voting

A quorum for the transaction of business shall consist of a majority of the Directors. Unless otherwise specified in these Bylaws, decisions of the Board shall be by majority vote of the Directors present.

Section 7. Vacancies

Vacancies on the Board shall be filled by appointment by the chairperson, with the appointee to serve the unexpired term of the vacancy.

Section 8. Removal

A Director may be removed from the Board for cause. Removal can be initiated by either a two-thirds vote of the Directors present at a meeting where a quorum is present, or by a petition signed by at least 10% of the members in good standing, followed by a two-thirds vote of members present at a special meeting called for that purpose. For Board initiated removal, notice of the proposed removal must be given in accordance to the requirements specified in Article 3. Section 6 (Notice of Meetings).

Section 9. Committees

The Board may establish such committees as it deems necessary to carry out the work of the Alliance. Each committee shall operate as stipulated by the Board in accordance with these Bylaws.

Article 5. Officers

Section 1. Officers

The Officers of the Alliance shall consist of a Chairperson, one or more Vice-Chairpersons, a Secretary, and a Treasurer. Any two or more offices may be held by the same person, except the offices of Chairperson and Secretary.

Section 2. Election and Term of Office

The Officers of the Alliance shall be elected annually by the Board at the regular annual meeting of the Board. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 3. Removal

Any Officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Alliance would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.

Section 4. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Chairperson for the unexpired portion of the term.

Section 5. Chairperson

The Chairperson shall be the principal executive officer of the Alliance and shall in general supervise and control all of the business and affairs of the Alliance. The Chairperson shall, when present, preside at all meetings of the Board.

Section 6. Vice-Chairperson

In the absence of the Chairperson or in the event of his inability or refusal to act, the Vice-Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. The Vice-Chairperson shall perform such other duties as from time to time may be assigned to him by the Chairperson or by the Board.

Section 7. Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Alliance; receive and give receipts for monies due and payable to the Alliance from any source whatsoever, and deposit all such monies in the name of the Alliance in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 10 of these bylaws.

Section 8. Secretary

The Secretary shall keep the minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the Alliance; keep a register of the mailing address of each Director which shall be furnished to the Secretary by such Director; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairperson or by the Board.

Section 9. President

The President shall be appointed by the Board and shall be a paid employee of the Alliance. The Board shall determine the terms and conditions upon which the President shall be retained. The President shall be the chief administrative and executive officer and shall be charged with the general supervision and management of the day to day affairs of the Alliance. The President shall assist and direct all Officers in the performance of their respective duties. The President may appoint such other Officers he or she deems necessary or desirable to assist in the performance of his or her duties. However, the Board must approve appointment of such Officers prior to their assumption of their duties. The President shall engage, discharge, and exercise supervision over all employees of the Alliance. The Board must approve the budget. The President shall determine employee compensation based on the approved budget. The President shall be an ex-officio non-voting member of the Board, the Executive Committee, the Budget and Finance Committee, and all other Alliance Committees.

Article 6. Committees and Divisions

Section 1. Establishment of Committees

The Board may establish one or more committees as deemed necessary to assist in the effective governance and operation of the Alliance. The scope and authority of each committee shall be determined by the Board.

Section 2. Committee Membership

Committee members shall be appointed by the Board and may include Directors and Members of the Alliance. The Board shall appoint a chairperson for each committee.

Section 3. Division Creation

The creation of Divisions within the Alliance shall be proposed by the Board and approved by a majority vote of the Members.

Article 7. Code of Ethics

The Board shall establish and maintain a Code of Ethics to ensure the highest standards of ethical behavior by all members of the Alliance. The Board shall review and amend the Code of Ethics as necessary to reflect the evolving standards and expectations of ethical business conduct.

Article 8. Conflict of Interest

Section 1. Definition

A conflict of interest arises when a Board member or committee member has a personal or financial interest that may compromise or appear to compromise their decisions and actions on behalf of the Alliance.

Section 2. Disclosure

Board and committee members shall disclose any personal or financial interests that could result in a conflict of interest. Such disclosure shall be made as soon as the individual becomes aware of the potential conflict, either in person at a Board or committee meeting, via email to the Secretary, or through a form on the Alliance's website designed for such purposes. Any disclosure made outside of a meeting shall be recorded in the minutes of the next scheduled meeting.

Section 3. Abstention

Any Board or committee member who has a conflict of interest in any matter before the Board or committee shall abstain from voting on that matter.

Section 4. Removal

Failure to disclose a conflict of interest or repeated instances of conflicts of interest may be grounds for removal from the Board or committee, as per the procedures outlined in Article 4, Section 8 (Removal).

Article 9. Harassment Policy

Section 1. Policy Statement

The Mansfield Business Alliance is committed to maintaining a respectful and safe environment free from harassment. Harassment in any form is not tolerated.

Section 2. Reporting and Handling

Any incidents of harassment should be reported to the Board. The Board will address and handle all reported incidents, and if deemed appropriate, may engage a third-party to investigate and determine the outcome.

Article 10. Finances

Section 1. Fiscal Year

The fiscal year of the Mansfield Business Alliance shall be the calendar year, beginning on January 1 and ending on December 31.

Section 2. Budget

The Board shall adopt an annual operating budget covering all activities of the Alliance. The budget shall be prepared and approved prior to the beginning of each fiscal year.

Section 3. Financial Reports

The Treasurer shall prepare or cause to be prepared monthly financial reports to be presented to the Board. The Alliance shall also prepare an annual financial report, to be made available to the members.

Section 4. Bank Accounts

The Board may select banks, trust companies, or other depositories in which all funds of the Alliance not otherwise employed shall be deposited. The Board shall determine who shall be authorized from time to time on the Alliance’s behalf to sign checks, drafts or other orders for payment of money, acceptances, notes, or other evidences of indebtedness.

Section 5. Audits

The accounts of the Alliance shall be audited or reviewed annually in a manner determined by the Board.

Section 6. Financial Controls

The Board shall establish policies and procedures to ensure the integrity and transparency of the Alliance's financial transactions.

Section 7. Investments

The funds of the Alliance may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise, or stocks, bonds, or other securities, as the Board in its discretion may deem desirable, within the bounds of the law.

Article 11. Amendments

Section 1. Proposal

Amendments to these Bylaws may be proposed by any Director or by a petition signed by at least ten percent (10%) of the members in good standing, presented to the Board.

Section 2. Notice

All proposed amendments shall be submitted to the Board in writing. The Board shall provide the members with the text of the proposed amendments at least thirty (30) days before the meeting at which the amendments are to be considered.

Section 3. Adoption

These Bylaws may be amended, altered, or repealed by a two-thirds vote of the members present at any meeting at which a quorum is present, or by a two-thirds vote of the Board of Directors, provided that notice of the proposed change was given in the notice of the meeting.

Section 4. Immediate Effect

Unless otherwise specified at the time of adoption, all amendments shall take effect immediately upon approval.