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Adopted at Annual Business Meeting
4-16-13
Bylaws of
TEXAS ASSOCIATION OF PHYSICAL PLANT ADMINISTRATORS
of
UNIVERSITIES and COLLEGES, Inc.
A Nonprofit Association
ARTICLE ONE
NAME
The name of this association shall be the Texas Association of
Physical Plant Administrators of Universities and Colleges, Inc. a
non-profit organization, hereinafter referred to as TAPPA.
ARTICLE TWO
PURPOSES
The purposes of this association are:
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To promote in the State of Texas, common interests, proficiency
and professionalism in college and university facilities
management operations; to foster professional ideals and
standards; to provide professional development and educational
opportunities; and to better service the objectives of
institutions of higher education.
-
To aid and supplement the work of The Association of Higher
Education Facilities Officers (APPA), the Central Association of
Physical Plant Administrators of Universities and Colleges
(CAPPA), and other Texas educational facilities associations.
C.
To benefit all member institutions. This corporation is not
organized for the sole benefit or use of any one university of
college. The corporation
is not intended to be, nor will it be a foundation.
ARTICLE THREE
OFFICES
The association was founded in the City of Edinburg, County of
Hildago, in 1979.
The principal office of the corporation in the State of Texas shall
be located in the city where the Secretary/Treasurer resides. 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 FOUR
MEMBERSHIP, VOTING, and DUES
Section
A – Institutional Members
Applicants will be accepted into membership in association
principally from educational institutions of higher education in the
State of Texas. Persons
with facilities 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 facilities management personnel at
other educational institutions (such as Independent School
Districts).
Affiliate members are eligible to vote, may not hold elective
office, and must pay regular dues.
Section C – Business Partners
Business Partners shall be business or professional entities that
have an objective or purpose related to facilities management such
as consultants, vendors, contracted services, etc.
Business Partners are eligible to vote (vote is restricted to
selection of elective office representation during Business Partners
meeting), may hold elective office, and must pay Business Partner
dues.
Section D – Contracted Facilities Representatives
Contracted Facilities Representatives shall be other personnel
employed by a contracted services vendor whose role is to provide
professional level facilities and management services to an
institution. Contracted
facilities representatives represent their respective institution,
are eligible to vote, may hold elective office and must pay regular
dues.
Section E – Emeritus Members
Emeritus membership may be extended to any individual member
institutional, affiliate, or Business Partner who has entered a
retirement status after long and faithful service to his or her
organization, and has a record of distinguished service to APPA at
the national, regional, state or local 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
the 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 F – Removal of Members
The Membership Committee is charged with reviewing, maintaining, and
updating the membership roster. There will be a continual effort to
recruit new membership in order to promote and maintain the
objectives of the association."
The Membership Committee will recommend to the Board of
Directors those members who can no longer qualify for any reason.
Section G – Dues
Annually, the Board of Directors will review and determine the
amount of the annual dues payable to the association by members of
each class. The amount
of the annual dues will be announced at the annual business meeting,
and made part of the minutes of the meeting for the record.
Business Partner dues will be the equivalent of the minimum
level of exhibit space offered at each annual conference.
The Secretary-Treasurer will provide to the Board at the April Board
Meeting a list of the institutions that have paid their dues.
The Membership Committee will contact members during the first three
months of each fiscal year for payment of dues.
Section H – 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
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 association’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
association and of the Board of Directors.
They should also have the ability to “sell” enthusiasm for
the association.
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 of 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.
Vice President shall serve a one-year term.
3.
Secretary-Treasurer shall serve a two-year term, and may be
re-elected.
4.
Information Services Director shall serve a two-year term, and may
be re-elected.
5.
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 – Vacancies
Vacancies occurring during the term of office of an officer and/or
director of the Association, other than the President, shall be
filled by the Board of Directors from the Members of the Association
eligible to hold office.
The method selected shall be at the sole discretion of the Board.
The member filling a vacated position shall serve only until
the time of the next regular election of the Association’s officers
at which time a new officer shall be elected.
Any officer selected to complete a term of one year or less
retains the right to run for election to their own term of office.
Section D – 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 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. The President shall assume 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 May 1 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 Chair 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 the 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
association. Keeps and reads
the minutes. Serves as the custodian of the, bylaws, rules,
resolutions, records, papers, and database. Prepares or assists the
President in preparing the agenda for meetings. Has sign in sheet
available at meetings. Notifies Membership Committee and Information
Services Director and receives applications. Ensures the by-laws of
the association are adhered to and Robert’s Rule of Order are
appropriately applied throughout business meetings.
Is custodian of all funds of the association. Receives and disburses
funds by check and/or debit card as approved by Board of Directors.
Provides an itemized report of receipts and disbursements at annual
business meeting. Prepares financial reports for the annual business
meeting and ensures that the accounts of the association are audited
annually by a certified public accountant and presented within the
annual financial report.
Shall serve a Chair of the Membership Committee.
The Information Services Director
Facilitates the Association’s technical, communication, and
information management needs through personal and professional
expertise and at the direction of the Board of Directors.
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 twelve members: six duly elected members (directors) of
the association, one duly elected business partners, plus the
President, the Vice President, the Secretary – Treasurer, the
Information Services Director and the Immediate Past President.
Contracted facilities representatives shall not exceed five members.
The six specifically elected institutional and contracted
facilities representative 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. The one specifically elected business
partner member of the Board shall be elected every two (2) years.
Other new Board members may be elected to fill vacated terms. First,
Second, Third Hosts, and Business Partner serve as non-voting
members of the Board. Not more than two members of the same
institution will be allowed to serve on the Board at the same time.
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, and must attend ending conference breakfast meeting one
year hence. The First Host shall serve as support to the TAPPA event
administrator 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. The TAPPA event administrator prepares the
conference budget, including honorarium considerations, committee
expenses, etc., and presents to the Board at the fall Board meeting.
Authorizes expenditures in accordance with the Board’s approved
budget. The TAPPA event administrator shall provide financial
reports at each Board meeting on the progress of the planning for
the annual conference. The Board shall make available funds as may
be approved by the Board for initial necessary expenses (seed money)
associated with the annual conference.
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
conference 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 conference.
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
conference 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 conference.
Business Partner
Shall serve as a non-voting member of the Board and shall be the
representative of the business partners for the annual TAPPA
conference two years hence.
Section C – Meeting 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
email – to each Board member, items of urgent business. The Board
may officially ballot – by mail, fax, or email – 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 email, 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 emailed.
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, and monetary matters beyond
routine expenditures, 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 is responsible for executing the purpose of
the association and shall not engage in the promotion and/or
solicitation of services with members.
Section E – Specific Duties
1. Finances:
Sources of Income – The main sources of income are:
A. Dues
B. Registration
from annual conference
C. Scholarships
SCHOLARSHIP FUND
1.
The Association may maintain a Restricted and Non-Restricted
Scholarship Fund for the purpose of awarding scholarship grants in
order to stimulate further development in the field of facilities
management and to advance the purposes of the Association as stated
in Article 7, Section B,
Number 3.
2.
The monies and other assets of any Scholarship Fund, which consist
of a Restricted and Non-Restricted fund, shall be kept separate and
apart from the Association’s general fund.
3.
The Scholarship Fund shall be administered by the awarding of
scholarships at the annual closing banquet as defined by the
Scholarship Committee.
2. Budget:
The (general fund) 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 and/or
complete sign-in sheet
3. Minutes of previous
Board meeting
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 all actual and necessary
travel expenses incurred. Requests must be sent directly to the
Secretary – Treasurer for reimbursement along with original
receipts, tickets and other supporting documentation
TAPPA will not reimburse for personal expenditures or
expenses deemed excessive.
ARTICLE SEVEN
COMMITTEES
Section
A – General
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At the end of each fiscal year, all Standing Committees cease to
exist and must by re-established 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 required 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.
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The committees’ life may extend from one administration to the
next. The President appoints the members and designates the
Chair.
In the event there is a vacancy on a committee, the President shall
appoint someone from the current board to serve.
Members of any committee should be from different institutions to
the extent necessary to represent the interests of TAPPA.
Committee chairs are to be current Board members.
3. 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
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 APPA. The Board shall determine whether
the value of such service, duty or assistance is sufficient to merit
the award of a distinguished service award. If so determined, the
President shall award, at the next regular meeting, a “Distinguished
Service Award” 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 Award. No more than two Distinguished Service
Awards shall be awarded in any one fiscal year.
a.
A Business Partner Distinguished Service Award
b.
A Facilities Management Distinguished Service Award
This committee is also responsible for reviewing and validating
nominations for emeritus membership, in accordance with the guidance
in ARTICLE FOUR, Section D.
3. Scholarship Committee
(adapted from TAPPA website)
This committee should consist of a Board member as Chairman and
three voting members not on the Board. Scholarships will be awarded
to members of TAPPA institutions which are in good standing and
current with their dues. Non-restricted TAPPA scholarships can be
used for attending conferences of any type of educational training
associated within the scope of facilities management professions.
Restricted TAPPA scholarships can only be used for attending future
TAPPA conferences. TAPPA
will match donated funds up to a maximum of $1000.00 for Restricted
Scholarships or as TAPPA funds allow which would be determined by
the TAPPA Board of Directors. Institutions receiving scholarships
will be required to send a “Thank You” letter to the donating
Business Partner, copying TAPPA stating how the scholarship was used
and thanking them for their donation.
Only one scholarship is given per university/and or college and a
representative of the university/and or college must be present at
the conference awards banquet and dues must be current
4. Membership Committee
This committee shall consist
of a board member as Chairman and two voting members not on the
Board and is charged with maintaining the membership roster current
and up-to-date, and increasing membership. The Membership Committee
shall be appointed within thirty (30) days of the TAPPA Annual
Meeting by the incoming President.
5. Bylaws Committee
This committee shall consist of a board member as Chairman and two
voting board members and is charged with maintaining and updating
the Bylaws as required. The Bylaws Committee shall be appointed at
the TAPPA Annual Meeting by the incoming President.
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
Opening Ceremony (optional)
Business Meeting
The agenda for the official annual business meeting shall include:
Call to order
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 detailed itemized report
of receipts and disbursements, totals, and a balance on hand in
various funds, with the exception of the current conference account.
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.
Scholarship Committee Report
Membership Committee Report
Other Business
Election of Officers and Directors (ARTICLES FIVE and SIX)
Banquet
Installation of Officers and Passing of Gavel
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 – Bylaws Changes
Amendments to the Bylaws may be proposed by the Board of Directors,
or by any member.
Section B – Processing and Handling
The Board or member shall forward proposals to the Secretary –
Treasurer in writing, 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.
Proposed amendments to the Bylaws received in sufficient time before
the annual meeting shall be referred to the Bylaws Committee.
Proposed amendments not received in time, shall be presented
directly at the annual meeting.
However, 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.
Section C – Mail Ballot
In the event an amendment is proposed during the annual meeting and
the Bylaws Committee has reviewed and notified the membership, an
Association mail ballot may 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, website and/or
email 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 association 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
association. Such authority may be general or confined to specific
instances.
Section B – Deposits and Funds
All funds of the association shall be deposited in a timely manner
to the credit of the association.
Section C - Gifts
The Board of Directors may accept on behalf of the association, any
contributions, gifts, bequests, or devices for the general purposes
or for any special purpose of the Association.
ARTICLE TWELVE
BOOKS and RECORDS
The association 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. All books and records of the association may
be inspected by any member, or their agent, or attorney, for any
purpose, at any reasonable time.
The Secretary – Treasurer must provide to the association designated
CPA all required documents so IRS filings can be completed in a
timely manner.
ARTICLE THIRTEEN
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 association and the words “Corporate Seal of Texas
Association of Physical Plant Administrators of Universities and
Colleges.”
ARTICLE FOURTEEN
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 FIFTEEN
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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