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(revised October 2011) ... [ printable bylaws / PDF ]
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 (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 and other states;
- 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 ofthe Association shall be open to employees of government entities, political subdivisions thereof, and school districts within the State of Texas and other states 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 riskmanagement 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, who isin 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 at the January Board of Directors Meeting. Membership will be notified in a timely manner of membership fee changes.
- Dues are part of the Annual Conference registration fee and are considered paid in full upon receipt of conference registration payment.
- The membership year is October 1st to September 30th.
- Dues for those who do not attend the annual conference shall be considered delinquent if not received by the Association within (90) days from due date.
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 active member representatives: two (2)past Presidents, President, President Elect, Secretary, Treasurer, (4) current Directors, and up to two (2) active Director(s) Emeritus. The President shall act as Chairperson of the Board of Directors. The Officers on the board shall consist of the President, President Elect, Secretary, Treasurer, and the Immediate Past President. 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, andthe Secretary shall become the President Elect. The Officers of the board shall nominate an active Director to serve as the Secretary prior to each annual election. 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 any elected Directors shall take office at the commencement of the annual meeting and shall assume responsibilities January 1 of the following year.
- The Directors 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 active Board of Directors. Any vacancy in the office of any Officer during the term of office shall be filled by the Board of Directors. The Board of Directors shall appoint a Treasurer from the membership. The Treasurer shall serve as an ex-officio (non-voting) member of the Board for a term of three (3) years, or until a successor is appointed, subject to annual review by the Board.
- 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. Vacancies will be filled as defined in Article IX, Paragraph 8.
- 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. The nominee for Director Emeritus will be voted on annually by the Board of Directors. Each Board member will cast a written ballot of “yay” or “nay” for the nominee in the absence of the nominee. The ballots will be counted by the Secretary.
- Each year the Board of Directors may appoint up to two (2) Directors Emeritus to serve as ex-officio (non-voting) members of the Board.
ARTICLE X – DUTIES OF OFFICERS
- The President shall preside at all meetings of the generalmembership 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 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 to ensure that the minutes and historical records of this Association and the Board of Directors are maintained. The Secretary may 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 review and monitoring of 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 Association manager in coordination with the Secretary shall notify 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. The Association manager in coordination with the Secretary shall notify each member of the time and place of such meeting at least fifteen (15) days in advance thereof.
- 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 quarterly 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.
- 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, incumbent shall be first on the ballot and the remaining nominees 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, mail-in ballot, or electronically, as determined by the board. Ballots and individual biographies will be sent to voting members only of public entities on or about October 1 each year. Completed ballots will be returned on or about October 20 of that same year. Any ballots received after that announced deadline will be rejected.
- The Chairperson of the Nominating Committee will be responsible for ensuring that the ballots are timely sent out and collected. The Nominating Committee will oversee the tally of the completed ballots and the results will be presented by the Chairperson at the annual business meeting.
ARTICLE XIII – AMEND BY-LAWS
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 as necessary to ensure timely approval of all changes recommended. Approval of the amendments to the by-laws will be ratified by a simple majority of responding members voting. Voting shall be by fax, mail-in ballot, or electronically as determined by the board. Deadlines for the submission of completed ballots will be set by the Chairperson of the By-Laws Committee. Any ballots received after that 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 as necessary.
ARTICLE XVI – INSURANCE COVERAGE
The Association may purchase commercial 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 as an 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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