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(approved November 2004)
ARTICLE I
The name of the organization shall be the Texas Chapter Public Risk
Management Association.
ARTICLE II – NONPROFIT
The Texas Chapter Public Risk Management Association shall be a voluntary,
nonprofit association.
ARTICLE III – PURPOSE
The purpose of the Association shall be:
- To increase the proficiency of Risk Management in governmental
agencies, political subdivisions thereof and school districts;
- To strengthen the quality of Risk Management through continuing
education;
- To be an educational and research organization for the benefit
of governments, governmental agencies, political subdivisions
thereof and school districts and other special district units
throughout the State of Texas;
- To provide the members the opportunity to exchange ideas and
to consult with one another and to meet persons in or associated
with public risk management, and to supply members with information
concerning their organization;
- To act in any other manner which will further the best interests
of governments, governmental agencies, political subdivisions,
schools and other special districts in their risk management activities.
ARTICLE IV – OFFICES
The principal office shall be located in Texas. The location shall
be established by the Board of Directors as required to carry on the
work of the Association.
ARTICLE V – MEMBERSHIP
- Membership of the Association shall be open to employees of
government entities, political subdivisions thereof and school
districts within the State of Texas which have been approved by
the Board of Directors for admission.
- Representative members shall be admitted in accordance with
policies and procedures established by the Board of Directors.
Such members shall be employees of the governmental entity they
represent and have responsibility for risk management functions,
insurance, benefits and/or safety management.
- The Board of Directors may create other membership classifications
providing that such members shall not have a role in the affairs
of the Association nor hold office.
- Application for membership shall be made in writing upon such
form or forms as prescribed by the Board of Directors.
ARTICLE VI – VOTING
Each member, as defined in Article V, Paragraph 1 above, present who
are in good standing, shall be entitled to one vote on each question.
All votes shall be cast as defined in Article XI, Paragraph 3, Article
XII and Article XIII.
ARTICLE VII – DUES
- Member fees shall be set on an annual basis by the majority
vote of the Board of Directors.
- Dues shall be considered delinquent if not received by the Association
within (90) days from the beginning of the fiscal year.
ARTICLE VIII – SUSPENSION
Members may be suspended or expelled by the Board of Directors for
nonpayment of dues, or for any act of conduct which shall be deemed
detrimental to the best interest of the Association.
ARTICLE IX – OFFICERS AND DIRECTORS
- The management of the Association shall be vested in a Board
of Directors.
- The Board of Directors shall consist of the following member
representatives: two (2) Past Presidents, President, President
Elect, Secretary, Treasurer, (4) current Directors-at-Large, and
up to two (2) active Director(s) Emeritus. The President shall
act as Chairperson of the Board of Directors. The Board of Directors
shall not consist of more than one (1) member per governmental
entity, political subdivision thereof or school district within
the State of Texas.
- The immediate past President shall become a member of the Board
of Directors. The President Elect shall become President, and
the Secretary shall become a nominee for President Elect. The
Chairperson of the Nominating Committee will present the results
of the ballots received from the membership as defined in Article
XII at the Chapter’s annual meeting.
- The officers and two (2) Directors-at-Large shall be installed
by the membership at the annual meeting and shall assume responsibilities
January 1 of the following year.
- The Directors-at-Large shall be elected to serve for a two (2)
year term. Two (2) Directors shall be elected in alternate years.
- Each Officer shall serve for a term of one (1) year or until
their successor or successors shall be elected or appointed as
provided in Article IX, Paragraph 8 hereof. The immediate Past
President shall serve on the Board for a two (2) year term.
- No Director shall be elected to more than two (2) successive
terms, but this provision shall not operate to disqualify such
Directors for subsequent service, providing that such subsequent
service shall be subject to the same limitations as to its successive
terms.
- Any vacancy in the Board of Directors during the term of office
shall be filled by appointment for the unexpired term by the remaining
Directors. Any vacancy in the office of any officer during the
term of office shall be filled by the Board of Directors, subject
to the approval by the majority of the members attending the next
regular meeting of the Association.
- The Board of Directors may appoint a Director Emeritus to recognize
past contributions to the state chapter and/or to serve special
functions as determined by the Board. Each year the Board of Directors
may appoint up to two (2) Directors Emeritus to serve on the Board
and they shall have full board privileges.
- The Board of Directors shall appoint a Treasurer from the membership.
The Treasurer shall serve for a term of three (3) years, subject
to annual review by the Board. The Treasurer shall have full board
privileges.
- In the event that an Officer or Director retires from or terminates
employment with a government entity and is not employed with another
government entity within sixty (60) days, his or her status as
a Board member will terminate and the office will be considered
vacant.
ARTICLE X – DUTIES OF OFFICERS
- The President shall preside at all meetings of the general membership
and of the Board of Directors, and shall perform all duties and
have the authority incident to the office of the President. The
President Elect shall, in the absence of or disability of the
President, perform all duties of the President, and other such
duties as requested by the President.
- The Secretary shall have the responsibility of the minutes and
historical records of this Association and the Board of Directors.
The Secretary shall keep a roster of the membership and all records
of the Association and shall give written notice of all meetings
to members as provided herein. The Secretary shall be responsible
to prepare proposals for contracts and services to be presented
to the Board for approval and other such duties as requested by
the President.
- The Treasurer shall have the responsibility for the financial
operations of this Association.The Treasurer shall submit a written
report annually or upon request of the Board of Directors. The
Treasurer shall transfer all financial records to his/her successor.
These records shall be subject to audit as determined by the Board
of Directors. The Board of Directors shall establish signature
limits on expenditures.
ARTICLE XI – MEETINGS
- An annual meeting of the Association for the transaction of
business shall be held in conjunction with the annual conference
or at such time and place as may be designated by the Board of
Directors. The secretary shall mail a written notice to each member
of the time and place of such meeting at least forty-five (45)
days in advance thereof.
- Special meetings of this Association may be called at any time
by majority consent of the Board of Directors, or upon written
request of the majority of the members in good standing. Fifteen
(15) days advance notice of the time and place thereof shall be
mailed to each member by the Secretary.
- The members present at the meetings of the Association shall
constitute a quorum for the transaction of business. A majority
of the members present shall rule.
- The Board of Directors shall have a minimum of two scheduled
meetings each year, one of which shall be held at the annual meeting
of the association. Other meetings of the Board of Directors may
be called at such time and place as designated by the President.
Meetings may be conducted by teleconference or other means and
electronic or fax voting shall be permitted. A majority of the
Board of Directors shall rule.
- Five members of the Board of Directors shall constitute a quorum
for the transaction of business at Board meetings. A majority
of the Board of Directors present shall rule, except for expulsion
of a member, which requires two-thirds of the entire Board in
favor of expulsion.
- A member of the Board Directors may be asked to resign office,
by a two-thirds vote of the Board of Directors, for failure to
attend two (2) consecutive regular scheduled Board meetings, or
as per Article VIII.
ARTICLE XII – ELECTIONS
- At least one (1) candidate shall be nominated for each office
to be filled by election where there may be more than one (1)
candidate; the names shall be listed in alphabetical order.The
names of all such candidates shall be listed by the office for
which they are nominated on a ballot which shall provide sufficient
blank lines for writing other names at the option of the voter.
- Voting shall be by fax or mail-in ballot. Ballots and individual
biographies will be mailed to voting members only of public entities
no later than October 1 each year. Completed ballot swill be returned
to the Association no later October 20 of that same year. Any
ballots receive dafter the announced deadline will be rejected.
- The Association will be responsible for sending out the ballots
and receiving the completed ballots. The ballots will be tallied
and the results will be presented at the annual business meeting.
ARTICLE XIII – AMEND BYLAWS
Upon approval of a proposed change to the By-Laws
by the Board of Directors, the membership will be notified of the
proposed amendments to the By-Laws no later than October 1 of each
year. Voting shall be by fax or mail-in ballot. Completed ballots
will be returned to the Association no later than October20 of that
same year. Any ballots received after the announced deadline will
be rejected.
ARTICLE XIV – PUBLICITY
No publicity shall be released in the name of the Association without
prior approval of the Board of Directors.
ARTICLE XV – COMMITTEES
The President may appoint special committees. The Board of directors
on an annual basis will appoint Regional Coordinators to serve for
a term of one (1) year. The duties of the Regional Coordinators are
defined in a Regional Coordinator Guide approved by the Board.
ARTICLE XVI – LIABILITY COVERAGE
The Association shall purchase commercial liability insurance as determined
necessary by the Board of Directors.
ARTICLE XVII – EXPENDITURES
- All expenditures shall comply with the standards set by the
Board of Directors.
- Any member of the Board of Directors, or appointee of the Board
of Directors may be reimbursed for actual expenses. No reimbursement
shall be made for expenses accepted asana obligation by any other
agency or organization.
ARTICLE XVIII – FISCAL YEAR
The fiscal year of the Association shall be from January 1 through
December 31 of each year.
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