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Texas PRIMA bylaws
(revised October 2009)

NOTE: Changes (subheads red below) in the bylaws include:

Article IX-Officers and Directors
#2.  Clarify that the Officers of the Board consist of the President, President Elect, Secretary, Treasurer, and the Immediate Past President.
#9.  Define appointment of Treasurer and designation as an ex-officio (non-voting) member of the Board of Directors
#10. Clarify status of a Board member who retires or terminates from Public Entity employment.
#11.  Clarify appointment of Director Emeritus
#12.  Define appointment of Director Emeritus as ex-officio (non-voting) member of the Board

Article XII – Elections
#2.  Modify to enable electronic voting

Article VII – Amend By-Laws
Clarify that by-law changes approved by the Board are approved by vote of membership and enable electronic voting.

Article XV – Committees
Clarify appointment of committees by the President.

* * * * * * * * * * * * * * * * *

REVISED BYLAWS
(as approved October 2009)

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:

  1. To increase the proficiency of Risk Management in governmental agencies, political subdivisions thereof and school districts;
  2. To strengthen the quality of Risk Management through continuing education;
  3. 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;
  4. 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;
  5. 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
  1. 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.
  2. 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.
  3. 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.
  4. 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
  1. Member fees shall be set on an annual basis by the majority vote of the Board of Directors.
  2. 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
  1. The management of the Association shall be vested in a Board of Directors.
  2. 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 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.
  3. 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.
  4. 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.
  5. The Directors-at Large shall be elected to serve for a two (2) year term. Two (2) Directors shall be elected in alternate years.
  6. 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.
  7. 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.
  8. 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.
  9. 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, subject to annual review by the Board.
  10. 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.
  11. 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.
  12. 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
  1. 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.
  2. 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.
  3. 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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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
  1. 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.
  2. 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.
  3. The Chairperson of the Nominating Committee will be responsible for sending out the ballots and receiving the completed ballots. The Nominating Committee will tally the completed ballots and the results will be presented by the Chairperson at the annual business meeting.
ARTICLE XIII – AMEND BYLAWS
Upon approval of a proposed change to the bylaws by the Board of Directors, the membership will be notified of the proposed amendments to the bylaws on or about October 1 of each year.  Approval of the amendments to the bylaws 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. Completed ballots will be returned on or about October 20 of that same year. 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 – LIABILITY COVERAGE
The Association shall purchase commercial liability insurance as determined necessary by the Board of Directors.

ARTICLE XVII – EXPENDITURES
  1. All expenditures shall comply with the standards set by the Board of Directors.
  2. 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.
(Texas PRIMA logo)

See also:

- ethics

- legislative policy
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