Adopted at Annual Business Meeting
TEXAS ASSOCIATION OF PHYSICAL PLANT ADMINISTRATORS
UNIVERSITIES and COLLEGES, Inc.
A Nonprofit Association
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.
The purposes of this association are:
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.
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.
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.
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
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:
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
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.
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
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.
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.
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.
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
Sources of Income – The main sources of income are:
B. Registration from annual conference
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.
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.
Section A – General
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.
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)
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
Election of Officers and Directors (ARTICLES FIVE and SIX)
Installation of Officers and Passing of Gavel
Announcement of Standing Committee members (ARTICLE SEVEN)
Announcement of dues for the coming year (ARTICLE FOUR)
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.
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.
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.
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.
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.”
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.
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).