|Mr. Mike Bass, Vice Chairman and Position #2 member of the Board of Directors of The Woodlands Township (TWT), has requested a review of and clarification on certain aspects of The Woodlands Convention & Visitors Bureau’s (TWCVB) bylaws concerning TWT’s involvement in the appointment and election of members and directors of TWCVB.
During TWCVB’s 2016 Annual Board Meeting, the TWCVB Board of Directors adopted its Third Amended and Restated Bylaws, a copy of which is attached hereto, and which is the governing document for TWCVB (Bylaws). Pursuant to said Bylaws, TWT’s sole involvement in the governance of TWCVB is in regards to the appointment of Class A Members of TWCVB, which are appointed to fulfil the duties of Members as provided in the Bylaws (largely limited to election of Directors and approving fundamental business transactions (as provided for under the Texas Business Organizations Code)).
The qualifications, election procedures, and termination events for the Class A Members are provided in the Bylaws. As stated at Section 2.2 of the Bylaws, the Class A Members are “[t]o be an elected or appointed Director of The Woodlands Township.” Further, according to Section 2.3 of the Bylaws, Class A Members “shall be elected by a vote of the Board of Directors of The Woodlands Township pursuant to its own rules and regulations.” And finally, as provided in Section 2.4 of the Bylaws, Class A Members’ “[m]embership will terminate at the end of his or her term on the Board of Directors of The Woodlands Township, upon such Member’s resignation or removal from the Board of Directors of The Woodlands Township, or upon the occurrence of a non-appointment/election as a Member by the Board of Directors of The Woodlands Township following a prior appointment/election.”
These are the sole provisions contained within TWCVB’s Bylaws that reference acts or other matters dictated by TWT, and the election of TWCVB Directors is solely within the discretion of the Members (including the Class A Members). Although the TWT Board of Directors has traditionally provided a recommendation to TWCVB’s Members for such elections, the Class A Members are, and have been, free to elect whomever they choose (to date, TWCVB has not issued Class B or Class C Membership). It is also important to note that there are no qualifications provided for in TWCVB’s Bylaws, and while TWCVB’s Members have traditionally elected defined position seats (the three Class A Members, the Presidents of TWT and The Woodlands Area Chamber, and the General Managers of The Woodlands Waterway Marriott and The Woodlands Resort & Conference Center), nothing requires such elections to be made.
Bret Strong, legal counsel for TWCVB, is available for further clarification on matters concerning TWCVB’s Bylaws and TWT.