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Bylaws of
TEXAS ASSOCIATION of PHYSICAL PLANT ADMINISTRATORS
of UNIVERSITIES AND COLLEGES, Inc.
A Nonprofit Corporation
ARTICLE ONE
OFFICES
The principal office of the corporation in
the State of Texas shall be located in the City of Edinburg,
County of Hidalgo, where the organization was founded. The
corporation may have such other offices, either within or
outside the State of Texas, as the Board of Directors may
determine, or as the affairs of the corporation may require
from time to time.
The corporation shall have and continuously
maintain in the State of Texas a registered office, and a
registered agent whose office is identical with same
registered office, as required by the Texas Non-Profit
Corporation Act. The Board of Directors has determined that
the registered office of the corporation in the State of
Texas shall coincide with that of the Secretary-Treasurer,
who shall act as the registered agent.
ARTICLE TWO
NAME
The name of this organization shall be the
Texas Association of Physical Plant Administrators of
Universities and Colleges, Inc. a non-profit organization,
hereinafter referred to as TAPPA.
ARTICLE THREE
PURPOSE
The purposes of this organization are:
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To promote, in the State of Texas, common
interests, proficiency and professionalism in college
and university Physical Plant operations to include
planning, development, administration, maintenance and
operations; to foster professional ideals and standards;
and to better serve the objectives of institutions of
higher education.
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To aid and supplement the work of the Texas Association
of Senior State College and University Business Officers
(TASSCUBO), the Association of Higher Education
Facilities Officers (APPA), the Central Association of
Physical Plant Administrators of Universities and
Colleges (CAPPA) and any other organizations deemed
appropriate by the Board of Directors.
-
This corporation is not organized for the
sole benefit or use of any one university or college.
The corporation is not intended to be, nor will it be a
foundation.
ARTICLE FOUR
MEMBERSHIP, VOTING, and DUES
Section A - Institutional Members
Applicants will be accepted into membership
in the association principally from educational institutions
of higher education in the State of Texas. Persons with
Physical Plant management, supervisory or professional level
responsibility within the institution belonging to this
association, shall be institutional members. Institutional
members are eligible to vote, may hold elective office and
must pay regular dues.
Section B - Affiliate Members
Affiliate members shall be other personnel
employed at member institutions, or professional physical
plant personnel at other educational institutions (such as
Independent School Districts), who are engaged in work
related to physical plant administration and have an
interest in the professional activities of TAPPA. Affiliate
members are eligible to vote, may not hold elective office,
and must pay regular dues.
Section C - Subscribing Members
Subscribing members shall be business or
other professionals, or other entities that have an
objective or purpose related to physical plant
administration such as consultants, vendors, etc.
Subscribing members may not vote, may not hold elective
office, and must pay subscribing member dues.
Section D - Emeritus Members
Emeritus membership may be extended to any
individual member-institutional, affiliate, or subscribing -
who has entered a retirement status, after long and faithful
service to his or her organization, and has a record of
distinguished service to the Association of Physical Plant
Administrators at the national, regional, or state level.
Nominations for emeritus membership may be
made by any voting member to the “Special Awards Committee.”
Nominations must be submitted to the Committee in writing,
and must clearly document the nominee’s length and type of
service, contributions to the Association, and interest in
continued affiliation with the Association. The “Special
Awards Committee” shall evaluate the nominee’s
qualifications, verify the nominee’s interest in being
awarded Emeritus status, and submit the nomination to the
membership with an appropriate recommendation for their
consideration. Emeritus membership can be awarded as a
matter of business at any annual meeting. The nomination
package shall become a part of the official record of the
Association, as an attachment to the minutes of the
meeting.
Emeritus members may not vote and may not
hold elective office; however, they may serve on any
committee if requested to do so by the Board of Directors.
Emeritus members pay no dues and are eligible to participate
in annual meetings with conference fee waived.
Section E - Removal of Members
The Board of Directors is responsible for
maintaining the membership roster current and up-to-date,
and for removal from membership those who can no longer
qualify for any reason whatsoever.
Section F - Dues
Annually, the Board of Directors will review
and determine the amount of the annual dues payable to the
corporation by members of each class. The amount of the
annual dues will be announced at the annual business
meeting, and made a part of the minutes of the meeting for
the record.
The Secretary - Treasurer, will contact
members during the first three months of each fiscal year
for payment of dues.
Section G - Nonpayment
When any member of any class shall be in
default in the payment of dues for a period of three months
from the beginning of the fiscal year, or the period for
which such dues become payable, membership may be terminated
by the Board of Directors.
ARTICLE FIVE
OFFICERS of the ASSOCIATION
Section A - Association Fiscal Year
The Association Fiscal Year shall begin on
May 1, and shall end on April 30 of the following year.
Terms of office are intended to coincide with the fiscal
year.
Section B - Officers of the Association
Officers of the Association
President
Vice President
Secretary - Treasurer
Immediate Past President
Information Services Director
Qualifications for all Officers and Directors
All officers of the Association must be
Institutional Members.
Qualifications are those generally listed as
qualities of leadership
President, Vice President, and Immediate
Past President, should have executive ability; the Secretary
- Treasurer should know how to keep accurate records and how
to handle money. All should believe in the worth of the
organization’s purpose, in loyalty, in willingness to serve
in the capacity of the office to which elected, and be
willing to attend all meetings of the organization and of
the Board of Directors. They should also have the ability
to “sell” enthusiasm for the organization.
Election and Change of Officers
At the Association’s annual meeting, the
following officers shall be elected by the membership in
attendance, from a slate of candidates prepared by the
Nominating Committee, and accepted and presented to the
membership by the Board of Directors:
Vice President
Secretary-Treasurer (even years)
Information Services Director (odd years)
New Directors, as required by ARTICLE SIX
New officers elected at the Association’s
annual meeting officially assume office on May 1 of the year
of the annual meeting and shall serve as follows:
President assumes the office of Immediate
Past President and shall serve a one year term
1. Vice President assumes the office of
President, and shall serve a one year term. The President
shall be ineligible to serve consecutive elected terms of
office.
2. Newly elected Vice President shall
serve a one-year term.
3. Newly elected Secretary - Treasurer
shall serve a two-year term, and may be re-elected.
4. Newly elected Information Services
Director shall serve a two-year term, and may be re-elected.
5. Newly elected Directors shall serve as
identified in ARTICLE SIX.
Should any Officer or Director not be
available or qualify to serve in the designated capacity for
any reason, the Board of Directors will determine the
appropriate course of action to deal with the situation.
As a matter of ceremony, the President shall
pass the gavel to the Vice President as the concluding act
of the annual meeting. At that point, the Vice President
unofficially assumes the role of the President;
nevertheless, Association business between the end of the
annual meeting and May 1 shall remain the responsibility of
the outgoing officers and Board members.
Section C - Duties
The President
Shall serve as Chairman of the Board of
Directors. Presides at all meetings, appoints all committees
subject to Board approval (unless otherwise provided in the
bylaws). Preserves order, makes parliamentary decisions and
rulings. May vote to make or to break a tie, in voice or
roll call votes. Votes as any other member in a ballot vote
and cannot break a tie in a ballot vote. Leaves the Chair
to debate - never debates from the Chair. Must be firm,
competent, tactful, and just. Must be neutral in the Chair
on controversial matters and must allow full discussion in
all debatable motions. Must have a basic knowledge of
parliamentary procedures. Should arrive at the place of
meeting enough ahead of time to be sure that the “stage is
set” and everything is in readiness for the opening of the
meeting. The President shall be the designated TAPPA
representative at all appropriate conferences, meetings and
ceremonies. Assumes the position of Immediate Past President
at completion of his/her term of office as President.
The Vice President
Shall serve as a member of the Board and
shall perform the duties of the President when the President
is absent or unable to serve. The Vice President shall
become the President on 1 May at the completion of his/her
elected term or when a vacancy in the presidency occurs.
Works with the Board and the President to
select timely subjects. Proposes to the President names of
potential committee members. Serves as a member of the
Nominating Committee. Assists, participates and ensures all
committees are actively working on assigned tasks. Maintains
a time-based schedule of committee activities. Monitors
committee progress. Accomplishes other tasks as may be
assigned by the President.
The Secretary - Treasurer
Registers his office with the State of Texas,
as the registered office of the Corporation; serves as the
registered agent of the Corporation.
Records the minutes of the business meetings
of the Board and of the organization. Keeps and reads the
minutes. Serves as the custodian of the constitution,
bylaws, rules, resolutions, records, and papers. Prepares or
assists the President in preparing the agenda for meetings.
Calls the roll. Notifies committees. Maintains
organizational rosters, receives applications, and issues
membership cards.
Is custodian of all funds of the
organization. Receives and disburses funds (by check) on
signed “orders to pay,” as authorized by the Board of
Directors. Gives an itemized report of receipts and
disbursements at business meetings. Sends out dues
notices. Prepares financial reports for the annual business
meeting.
The Information Services Director
Maintains and updates the organization's
website, email list ("listserv") and other forms of digital
communication. Publicizes the organization and its
activities..
The Immediate Past President
Shall serve as a member of the Board. Chairs
the Nominating and Special Awards Committees.
ARTICLE SIX
The BOARD of DIRECTORS
Section A - Composition of the Board of Directors
The Board of Directors (also referred to as
the Board) shall be composed of eleven members: six duly
elected members (directors) of the organization, plus the
President, the Vice President, the Secretary - Treasurer,
the Information Services Director and the Immediate Past
President. The six specifically elected members of the
Board shall be elected on a staggered basis, with two
members being elected each year for terms of three (3) years
each. Other new Board members may be elected to fill vacated
terms. First, Second and Third Hosts serve as non-voting
members of the Board.
Section B - Non-Voting Members
First Host
Shall serve as a non-voting member of
the Board and shall be the representative of the Host
Institution for the next annual TAPPA meeting, one year
hence. The First Host shall be in charge of and be
responsible for all activities concerning the upcoming
annual meeting to include all planning, program activities,
speakers, selection and scheduling of presentations,
business partner booths, advertisement, registration of
members and business partners, collection of fees,
coordination, transportation between hotels and scheduled
activities, and all other associated activities of the
annual meeting. Prepares the annual meeting budget,
including honorarium considerations, committee expenses,
etc., and presents to the Board for approval. Authorizes
expenditures in accordance with the Board's approved budget.
The First Host shall make periodic reports at each Board
meeting on the progress of the planning for the annual
meeting. The Board shall make available funds as may be
approved by the Board for initial necessary expenses
associated with the annual meeting.
Second Host
Shall serve as a non-voting member of
the Board and shall be the representative of the Host
Institution for the annual TAPPA meeting, two years hence.
The Second Host shall carefully observe all of the
activities of the First Host to take advantage of any
"lessons learned" and obtain all possible information from
the First Host that may be helpful for the annual meeting.
Authorizes expenditures in accordance with the Board's
approved budget.
Third Host
Shall serve as a non-voting member of
the Board and shall be the representative of the Host
Institution for the annual TAPPA meeting, three years hence.
The Third Host shall carefully observe all of the activities
of the First Host to take advantage of any "lessons learned"
and obtain all possible information from the First Host that
may be helpful for the annual meeting. Authorizes
expenditures in accordance tithe the Board's approved
budget.
Section C - Meetings of the Board
The Board shall schedule meetings at least
twice a year. The last meeting shall be held prior to the
annual general membership meeting, to review reports from
the Standing Committees, handle other items of old and new
business as may be on hand, and prepare for the general
membership meeting. The other meeting will be held
approximately midyear to review programs and handle
business. During periods between Board meetings, the
President may present - by mail, telephone, fax, or e-mail -
to each Board member, items of urgent business. The Board
may officially ballot - by mail, telephone, fax, or e-mail -
to the Secretary - Treasurer on these matters.
The President may call special Board
meetings in lieu of the mail ballot approach, if in his
opinion, the matter requires detailed discussion, or if
three members officially request, in writing to the
President, a special meeting to consider urgent business
matters. Within one week of receiving the request, the
President will send, by registered mail, notice of the
called special meeting. In either case, the notice will
schedule the meeting location and a date not more than three
weeks after the notice is mailed.
Section D - Actions of the Board
The Board of Directors shall conduct all
routine business of the Association, select meeting sites,
approve programs, and carry out directives required by the
membership.
The actions of the Board shall be final on
all business and procedural matters, routine expenditures,
and program matters. All questions affecting the membership,
monetary matters beyond routine expenditures, and
constitutional matters, shall be placed before the
membership at the next regular meeting. Recommendations for
substantial deviation from the approved budget require
approval of three-quarters of the Board of Directors at the
meeting in order to be presented to the membership. The
Board of Directors shall rule on questions of policy which
arise between meetings.
The Board of Directors may authorize the
printing and distribution of any materials that will be of
value to the members.
Section E - Specific Duties
1. Manage Finances:
Sources of Income - The main sources of
income are:
A. Dues
B. Registration from meetings
C. Sustaining contributions
D. Interest on bonds and other investments
E. Ways and means projects
2. Prepare Budgets:
The budget shall be based on
anticipated income and expenditures, such as fixed
expenditures and general expenditures. The total
expenditures shall not exceed the total anticipated
income.
3. Appoint Committees
4. Maintain Membership
5. Direct Expenditures
6. Oversee business and program activities of
the Association
Section F - Agenda for Board Meetings
1. Call to order
2. Roll Call
3. Minutes of previous Board meetings
4. Reports of Officers
5. Committee Reports
Section G – Reimbursement for Travel Expenses
The members of the Board of Directors for
TAPPA shall serve without compensation, but shall be
reimbursed for per diem and travel expenses for all actual
and necessary expenses incurred, in the amount designated in
the budget. Requests should be sent directly to the
Secretary-Treasurer for reimbursement along with original
receipts, tickets and other supporting documentation.
ARTICLE SEVEN
COMMITTEES
Section A - General
1. At the end of each fiscal year, all
Standing Committees cease to exist and must be reestablished by
the Board. The President may, with the consent of the Board,
appoint members to these committees and shall fill vacancies as
they occur prior to the next Board meeting. To enhance the
effectiveness of the Standing Committees, it is highly desirable
to identify these committee members prior to the Annual Meeting,
announce the slate of Standing Committee members to the General
Membership at the Annual Meeting, and include the slate of
members for the record in the minutes of the meeting.
2. The President shall designate such
temporary committees as may be required. Upon presenting a
final report, such committees automatically cease to exist.
The committees’ life may extend from one administration to
the next. The President appoints the members and designates
the chairmen.
3. Any number of the members of any
temporary committee may be from the same institution.
4. Rules of conduct for committees
include:
a. Full, free discussion
b. Only committee members, or their
invited guest, present
c. May create subcommittees
d. May vote unfavorable recommendations
e. May vote favorable recommendations
f. May ask for more time
Section B - Standing Committees
1. Nominating Committee:
This committee shall consist of the
Immediate Past President as Chairman, Vice President,
and three voting members not on the Board. This
committee is charged with identifying a slate of
Officers and Directors, as required by Articles above.
Rules which apply to the committee for
the purpose of nominating officers of the Association,
are:
a. No reporting of committee discussion
and actions until authorized.
b. No one shall be nominated who is
unwilling or unable to serve.
A candidate must receive at least a
majority of the votes of the committee, to be the
committee’s choice. At least one candidate must be
selected for each office. Several meetings of the
nominating committee may be necessary to complete the
work of the committee, which includes securing the
consent of all candidates to serve.
The committee’s work, to include
preparing the slate of new officers, shall be completed
and presented to the Board at the Board meeting which
immediately precedes the annual membership meeting.
2. Special Awards Committee:
The Board of Directors shall appoint a
committee consisting of the Past President as chairman and
four members, at least two of which are not on the
Board. This committee is charged with selecting individuals
who have performed outstanding services, duty, or assistance
to TAPPA; and, reviewing nominees for membership emeritus
status.
To be selected for outstanding service
recognition, individuals need not be a member of TAPPA, or
of the Association of Physical Plant Administrators (APPA).
The Board shall determine whether the value of such service,
duty, or assistance is sufficient to merit the award of a
distinguished service certificate. If so determined, the
President shall award, at the next regular meeting, a
suitably engraved “Distinguished Service Certificate,” or
make such other award as approved by the Board. The
President may, at the Board’s direction, forward a letter of
appreciation for outstanding services not sufficient to
merit a Distinguished Service Certificate. No more than two
Distinguished Service Certificates shall be awarded in any
one fiscal year.
This committee is also responsible for
reviewing and validating nominations for emeritus
membership, in accordance with the guidance in
ARTICLE FOUR,
Section D.
3. Bylaws Committee:
This committee consists of one director as
chairman, a second Board member, and three members not on
the Board. It may be appointed from time to time, to review
the bylaws at the Board’s direction, or in response to
requests from the membership in accordance with
ARTICLE TEN
of the Bylaws. The committee will report back to the Board,
and to the Association at the annual business
meeting. Proposed bylaws amendments originating at the
annual business meeting and referred to the committee shall
be reported back directly to the membership for final
action.
ARTICLE EIGHT
ANNUAL MEETING
Section A - Time
The annual meeting shall be held during March
or April, each year. This meeting shall serve as the
official annual business meeting to receive committee
reports, elect officers, and carry out other items of
business.
Section B - Agenda
The agenda for the official annual business
meeting shall include:
Call to Order
Opening Ceremony (optional)
Review and approval of the minutes of the
previous meeting by the Secretary - Treasurer.
Announcements by the Secretary - Treasurer
Reports: Committee reports should be
prearranged and printed for the membership before the
meeting.
Secretary - Treasurer Report
- Presents a report of receipts and disbursements, totals,
and balance on hand in various funds.
Special Committee Reports - Only
those chairmen whose committees have reason to report should
be called upon.
Nomination Committee Report
- Presents a proposed slate of officers and
board members
Special Awards Committee Report
– Presents nominations for Outstanding Service Awards, and
for Emeritus Membership.
Other Business
Election of Officers and Directors. (ARTICLES
FIVE
and
SIX)
Announcement of Standing Committee members.
(ARTICLE
SEVEN)
Announcement of dues for the coming year. (ARTICLE
FOUR)
ARTICLE NINE
PARLIAMENTARY AUTHORITY and QUORUMS
Section A - Parliamentary Law
All parliamentary actions associated with the
annual meeting, meetings of the Board of Directors, or other
business meetings shall be conducted in a professional
manner. Should strict guidance be required, the latest issue
of
ROBERT’S RULES OF ORDER
shall be applicable.
Section B - Quorums
1. For annual, or other Association
business meetings, a quorum exists when 25% of the member
institutions are represented by at least one voting member.
2. For Board of Directors meetings, a
quorum exists when a majority of the Board is present.
ARTICLE TEN
AMENDMENTS
Section A - Processing and Handling
Amendments to the Bylaws may be proposed by
the Board of Directors, or by any member. The Board or
member shall forward proposals to the Secretary - Treasurer,
who shall refer all requests to the Bylaws
Committee. This committee shall, as necessary, reword or
alter the requests (as long as the intent is not changed)
and prepare all items for presentation to the membership.
Section B - Bylaws Changes
1. Proposed amendments to the Bylaws
received in sufficient time before the annual meeting shall
likewise be referred to the Bylaws Committee and forwarded
to members as provided for constitutional
amendments. Proposed amendments not received in time, shall
be presented directly at the annual meeting.
2.
Amendments to the Bylaws may be presented at
any regular meeting and may be proposed from the floor. In
this event, after discussion and referral to the appropriate
committee for review and rewording, it should be brought to
a vote. Provided a quorum is present, an amendment to the
Bylaws may be adopted by a two-thirds majority vote.
Section C - Mail Ballot
No
amendment to the Bylaws shall be voted on by the membership
until it has been reviewed by the Bylaws committee and
reported to the membership in writing. In the event this
cannot be accomplished during the annual meeting and the
matter remains as unfinished business, an Association mail
ballot will be taken. In this case, a two-thirds
affirmative vote of the voting membership will be required
to make the change official. The matter will be handled by
the Bylaws committee and the results will be reported by
mail, web-site, and/or e-mail to the membership.
ARTICLE ELEVEN
CONTRACTS, CHECKS, DEPOSITS, and FUNDS
Section A - Contracts
The Board of Directors may authorize any
officer or officers, agent or agents of the corporation, in
addition to the officers so authorized by these Bylaws, to
enter into any contract or execute and deliver any
instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to
specific instances.
Section B - Checks
All TAPPA preprinted checks, drafts, or other
orders for the payment of money, notes, or other evidence on
indebtedness issued in the name of the corporation, or
agents of the corporation, shall be certified in such a
manner as shall from time to time be determined by
resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments
shall be signed by the Secretary - Treasurer, the President,
or the Vice President of the corporation.
Section C - Deposits and Funds
All funds of the corporation shall be
deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositories as the
Board of Directors may select.
The Board of Directors may accept, on behalf
of the corporation, any contribution, gift, bequest, or
device for the general purposes, or for any special purpose
of the corporation.
ARTICLE TWELVE
CERTIFICATE of MEMBERSHIP
Section A - Certificates of Membership
The Board of Directors may provide for the
issuance of certificates evidencing membership in the
association, which shall be in such form as may be
determined by the Board. Such certificates shall be signed
by the President or Vice President, and shall be sealed with
the seal of the association. The name and address of each
member and the date of issuance of the certificate shall be
entered on the records of the corporation. If any
certificate shall become lost, mutilated, or destroyed, a
new certificate may be issued therefore on such terms and
conditions as the Board of Directors may determine.
Section B - Issuance of Certificates
When a member has been elected to membership
and has paid any initiation fee and dues that may be
required, a certificate of membership shall be issued by
name and to the member by the Secretary - Treasurer, if the
Board of Directors shall have provided for the issuance of
certificates of membership under the provisions of Section A
of this Article.
ARTICLE THIRTEEN
BOOKS and RECORDS
The corporation shall keep correct and
complete books and records of account and shall keep minutes
of the proceedings of its members, the Board of Directors,
and any committees having any authority of the Board of
Directors. It shall keep at the registered office a record
giving the names and addresses of the members entitled to
vote. All books and records of the corporation may be
inspected by any member, or their agent, or attorney, for
any purpose, at any reasonable time.
ARTICLE FOURTEEN
SEAL
The Board of Directors shall provide a
corporate seal, which shall be in the form of a circle, and
shall have inscribed thereon the name of the corporation and
the words “Corporate Seal of the Texas Association of
Physical Plant Administrators of Universities and Colleges.”
ARTICLE FIFTEEN
WAIVER of NOTICE
Whenever any notice is required to be given
under the provisions of the Texas Non-Profit Corporation
Act, or under the provisions of the articles of
incorporation, or the bylaws of the corporation, a waiver
thereof, in writing, signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE SIXTEEN
DISSOLUTION of RESIDUAL FUNDS
In the event of dissolution of the TEXAS
ASSOCIATION OF PHYSICAL PLANT ADMINISTRATORS OF UNIVERSITIES
AND COLLEGES, INC. (TAPPA), any residual funds, after all
obligations have been met, will be transferred to the
Central Association of Physical Plant Administrators of
Universities and Colleges (CAPPA).
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