TPWA1

The Official Copy of the Bylaws of the Texas Chapter of the American Public Works Association is on file at the office of the Chapter’s Administrator and National APWA.

ARTICLE I – NAME AND BOUNDARIES

SECTION 1. The name of the organization shall be the Texas Chapter, hereinafter called the Chapter, of the American Public Works Association, hereinafter called APWA. The territory included within the boundaries of this Chapter shall be the border of the State of Texas .

ARTICLE II – PURPOSES

SECTION 1. The purpose of this Chapter shall be the advancement of the theory and practice of the design, construction, maintenance, administration and operation of public works facilities and services; the dissemination of information and experience upon and the promotion of improved practices in public works administration; the encouragement of the adherence by public works officials to a high professional standard; and the professional and social improvement of its members, as set forth in the “Rules Governing Chapters of the American Public Works Association.”

SECTION 2. The Chapter shall engage in a program of activities designed to further the purposes of APWA within its jurisdiction including, but not limited to, the scheduling of meetings of its membership. Such a program of activities shall be consistent with the purposes and adopted goals and objectives of APWA and shall not include items of a partisan or political nature.

SECTION 3. The Chapter is not organized for profit, and earnings shall not directly benefit any Chapter member or officer except as com pensation for services rendered or for necessary expenses actually incurred.

SECTION 4. In the event of the dissolution or liquidation of the Chapter, any remaining assets shall be rendered to the American Public Works Association.

ARTICLE III – MEMBERSHIP

SECTION 1. Members of APWA residing in the Chapter territory specified in Article I, Section 1, shall hold the same type of membership in the Chapter that they hold in APWA. Members of APWA residing outside the Chapter territory specified in Article I, Section 1, may elect to be members of the Texas Chapter and shall hold the same type of membership in the Chapter that they hold in APWA, providing that they are employed within the limits of the Chapter territory.

ARTICLE IV – FISCAL AND ADMINISTRATIVE YEARS

SECTION 1. The fiscal year of the Chapter shall be from January 1 through December 31.

SECTION 2. The administrative year of the Chapter shall be from January 1 through December 31.

ARTICLE V – EXECUTIVE COMMITTEE

SECTION 1. The governing body of the Chapter shall be the Executive Committee, consisting of:

a. The Officers of the Chapter.

b. The Chapter Trustee.

c. The Immediate Past President.

d. The Chapter Delegate to the APWA House of Delegates and the Alternate Chapter Delegate.

e. The TML Representative.

f. The appointed representative of each Chapter Branch.

Section 2. Each Branch may appoint a voting delegate to the Executive Committee in the event that the Branch President is unable to participate or in the event that the Branch President is already a member of the Executive Committee. This representative shall be an officer of the Branch. This designation must be done in writing at the start of the calendar year. No member of the Executive Committee is allowed to give his or her proxy to another person.

SECTION 3. No person shall be nominated, elected, or allowed to serve on the Executive Committee unless he or she holds current membership in APWA.

SECTION 4. In the event of a vacancy on the Executive Committee the remaining members of the Executive Committee shall have the power to elect a Chapter member to fill the unexpired term of office.

SECTION 5. The Executive Committee shall manage all the affairs of the Chapter in accordance with the rules and regulations of the Board of Directors of APWA and the “Rules Governing Chapters of the American Public Works Association.”

SECTION 6. The Executive Committee shall have the power to employ a Chapter Administrator whose duties and com pensation shall be as specified by the Executive Committee by contract and prior approval by the APWA Board of Directors.

SECTION 7. The Executive Committee shall not enter into any contract involving any liability of APWA without approval and formal delegation of authority in each instance by the Board of Directors of APWA.

SECTION 8. Provided a quorum is present, an affirmative vote of a simple majority of the Executive Committee members present at any regular or duly called meeting shall be required to pass any motion consistent with this or any other provision of the Chapter Bylaws unless otherwise provided in these Bylaws.

SECTION 9. The President may at any time direct the Secretary to submit any question to the members of the Executive Committee by formal means such as a letter ballot or by means of a telephone, video conference call or e-mail.

SECTION 10. Upon direction of the majority of the members of the Executive Committee present at any meeting, where less than all members of the Executive Committee are present, the Secretary shall submit any question to the members of the Executive Committee by formal means.

SECTION 11. A simple majority of all votes shall decide the question, provided votes are received from at least a majority of the total membership of the Executive Committee. The Secretary shall present the question(s) to the Executive Committee members a minimum of 15 days prior to voting.

SECTION 12. The Secretary shall record, as a part of the minutes of the Executive Committee meeting immediately following the voting, the means and results of the voting and the names and votes of all Executive Committee members.

ARTICLE VI – OFFICERS AND DIRECTORS

SECTION 1. The Chapter shall have as officers, a President, a President-elect, a Vice President, a Secretary, a Treasurer, the Chapter Delegate to the APWA House of Delegates, the Alternate Chapter Delegate to the APWA House of Delegates, the Immediate Past President, one Chapter Trustee and one Texas Municipal League (TML) Representative.

SECTION 2. The President shall be the Chief Executive Officer of the Chapter and shall be elected annually to serve a term of one year. He/she shall preside at all Chapter and Executive Committee meetings and shall chair the Executive Committee. He/she shall issue the call for regular or special Executive Committee meetings. He/she shall appoint the Chairs of all Committees, standing and special, and be an ex-officio member of each Committee. He/she shall see that these Committees function and shall cooperate with the Committee Chairs to that end. He/she shall perform such other duties as may from time to time be assigned to him/her by the Executive Committee.

SECTION 3. The President-elect shall be elected annually to serve a term of one year and shall act for the President in the President's absence or when the President is unable to perform the duties of the office, as determined by the Executive Committee.

SECTION 4. The Vice President shall be elected annually to serve a term of one year and shall be responsible for arranging a tentative program of activities for the year following his/her incumbency and shall perform such other duties as assigned by the President or the Executive Committee.

SECTION 5. The Secretary shall be elected annually to serve a term of one year and shall keep all records and conduct all correspondence of the Chapter The Secretary shall prepare a written record of the proceedings of the Executive Committee and any formal proceedings of the Chapter. The Secretary shall prepare and submit to APWA such reports as may be required. At the expiration of the term of office, the Secretary shall turn over to the successor, all books, records, documents, or other property of the Chapter in custody. The Executive Committee may assign various record keeping and correspondence duties to the Chapter Administrator to assist the elected Chapter Secretary during their term of office.

SECTION 6. The Treasurer shall be elected annually to serve a term of one year and shall collect Chapter dues and receive all monies, depositing them in a bank or in other safe and secure investments approved by the Executive Committee, all of which shall be in the name of the Chapter. All checks and vouchers must be signed by the Treasurer and countersigned by the President and/or President-elect. The Executive Committee may authorize the Chapter Administrator to prepare and sign checks for the chapter in order to make timely payments on bills or accounts being owed. The Treasurer shall prepare and submit financial reports monthly to the Executive Committee and shall prepare necessary documents to be reviewed by the Chapter Audit Committee. The Treasurer shall prepare and submit to APWA such reports as may be required. At the expiration of the term of office, the Treasurer shall turn over to the successor all books, papers, and money belonging to the Chapter, taking a receipt therefore. The Executive Committee may assign various fiscal duties to the Chapter Administrator to assist the elected Chapter Treasurer during their term of office.

SECTION 7. The Chapter’s representative to the APWA House of Delegates, hereinafter called the Chapter Delegate, shall be appointed annually by the Executive Committee to serve for the current administrative year and shall represent the Chapter to that body, attending regional and annual meetings of the House of Delegates, bringing Chapter concerns to their attention, and informing the Chapter of House of Delegates’ activities. The Chapter Delegate shall prepare and submit to APWA such reports as may be required. An Alternate Chapter Delegate shall be appointed annually by the Executive Committee to serve for the current administrative year and shall act for and on behalf of the Chapter Delegate in the event of the Chapter Delegate’s absence or inability to perform the duties of this position as determined by the Executive Committee. The President shall notify the APWA Executive Director and the APWA Regional Director of the Chapter’s representatives on or before December 31^st of each year. The Executive Committee may reappoint members serving as Chapter Delegate or Alternate Delegate.

SECTION 8. One member of the Chapter shall be elected to serve as Chapter Trustee and shall be a member of the Executive Committee to provide direction to the Chapter. The Trustee shall serve a one-year term. The Trustee shall attend all Chapter and Executive Committee meetings and shall be prepared to present progress reports of any assignments.

SECTION 9. One Member of the Chapter shall be elected to be the Texas Municipal League Representative. The Representative is required to be an employee of a TML member City . This position shall be for a two-year term and shall be elected in odd years. The TML Representative may serve two consecutive terms. The duties of the TML Representative are to provide information to the Chapter regarding the policies and positions of TML including their proposed legislative program. In addition the Representative will provide information to TML regarding positions that the Chapter wishes to take on legislative and policy issues. The Chapter is an affiliate of the TML, and as such, the Chapter’s TML Representative serves on the TML Board of Directors. In the event a vacancy occurs during the term of the TML Representative, the current Texas Chapter President will fill the position until the expiration of that elected term. Should the current Texas Chapter President be ineligible to serve on the TML Board, the Texas Chapter Executive Committee shall appoint a person meeting the necessary criteria to com plete the term.

SECTION 10. The most recent living Past President holding current membership in the Chapter shall be an ex officio member of the Executive Committee with voting privileges and shall serve in an advisory capacity to the President and the Executive Committee. It shall be the duty of the Past President to preside at meetings of the Chapter and Executive Committee in the absence of the President, President-elect and Vice President.

SECTION 11. All Chapter officers, except as otherwise provided, shall serve for one year or until their successors are elected and installed. The terms of office shall begin as specified in Article XI, Section 3, of these Bylaws.

SECTION 12. In case of the disability or neglect in performance of duty by any officer or Director of the Chapter, the Executive Committee shall have the power by a two-thirds vote of its members to declare the office vacant and shall fill the vacancy as provided in Article V, Section 3.

SECTION 13. The President, President-elect, the Vice President, and the Trustee shall not be eligible for reelection to the same office until at least one full year has elapsed after the ends of their respective terms.

SECTION 14. Former Officers may be elected by the Executive Committee in accord with Article V, Section 3, to fulfill the unexpired terms of vacancies on the Executive Committee. Former Officers so selected shall hold office only for the unexpired term of the office vacated. Such tenure shall not preclude nomination for office at the next election.

SECTION 15. Duties for the specific positions are further enumerated in the Chapter Manual. The Executive Committee may modify these duties and responsibilities by majority vote at any Executive Committee meeting.

SECTION 16. A member of the Board may be removed by a vote of the Board for reasons of non-participation or gross misconduct. Grounds for removal for non-participation shall include absence of a Director at two (50%) meetings during each year term.

ARTICLE VII – AUDIT COMMITTEE

SECTION 1. The President shall annually appoint an Audit Committee consisting of at least three Chapter members who shall examine the financial records and books of the Chapter. The Treasurer shall not be a member of the Audit Committee but shall cooperate fully with the Audit Committee.

SECTION 2. The duties of the Audit Committee shall be to examine the Chapter’s financial records and books in order to meet the requirements of APWA. The duties of the Audit Committee shall include but not be limited to the following: examination of cancelled checks, accounting for numerical sequencing, examining endorsements, reviewing banks statements, and examination and reconciliation of documents supporting disbursements. The Audit Committee shall conduct the annual audit of the year-end financial documents using an approved com puter package or hard copy format provided by APWA.

ARTICLE VI II – MEETINGS

SECTION 1. The Annual Meeting of the Chapter shall be held in conjunction with the Spring Meeting. Other General Membership Meetings for the transaction of business of the Chapter may be called by the President upon the President's own volition, upon request by the Executive Committee, or upon the written request of 15 members in good standing of the Chapter. The membership shall be notified at least two weeks in advance of the date and place of the Annual Meeting and of any General Membership Meetings.

SECTION 2. The Executive Committee shall meet at least four (4) times during the administrative year. Special meetings of the Executive Committee shall be held on the call of the President or on the request in writing of any three (3) members of the Executive Committee. The four (4) meetings will be held at the Annual Short Course, the Annual Spring Meeting, the Fall TML Meeting, and one additional meeting during the year, to be determined by the President.

SECTION 3. Meetings of the Executive Committee may be conducted in person, by means of a telephone or video conference call, or in any com bination thereof provided such meetings are in accordance with all other provisions of these Bylaws.

SECTION 4. The Chapter Administrator shall formally notify each member of the Executive Committee at least five days prior to the scheduled date of a special meeting of the Executive Committee. An agenda and copy of each report and resolution, or other notification or action to be considered at such meeting, shall ac com pany the notice of the meeting and no other matters shall be considered at such meeting.

ARTICLE IX – QUORUM

SECTION 1. A simple majority of the following Officers shall constitute a quorum at an Executive Committee meeting: President, President-elect, Vice President, Secretary, Treasurer, Trustee, Immediate Past President, Chapter Delegate to the APWA House of Delegates, Alternate Chapter Delegate to the APWA House of Delegates, and the TML Representative.

SECTION 2. For meetings of the Chapter involving a formal business agenda, 25 members, of whom no more than one-half shall be members of the Executive Committee, shall constitute a quorum for the transaction of business.

ARTICLE X – DUES

SECTION 1. Annual dues shall be that portion of the annual dues paid to APWA that is assigned to the Chapter by the Board of Directors of APWA.

SECTION 2. Additional Chapter dues may be assessed and collected for the Texas Chapter by APWA. Chapter dues will be reimbursed to Texas Chapter.

SECTION 3. Dues are payable to APWA annually in advance. Non-payment of dues for a period of 90 days shall be treated as equivalent to resignation. Such members shall not again be eligible for membership until all arrears have been paid up.

ARTICLE XI – ELECTION OF OFFICERS

SECTION 1. Prior to the Chapter’s Annual Meeting, the President shall appoint a Nominating Committee of three members, one of whom shall be the most recent available Past President having current membership in the Chapter and who shall serve as Chair of the Nominating Committee. The Nominating Committee shall report the names of its nominees for each office standing election to the Executive Committee at its meeting during the Annual Meeting. One or more nominations shall be made for each office. No persons serving on the Nominating Committee shall be eligible for nomination except by declaration. The membership of the Chapter shall be informed of the Nominating Committee's report at the Business Meeting during the Annual Meeting. Other nominations may be made by declaration, following the Nominating Committee's report, by any person holding membership in good standing in the Chapter, provided such declaration is ac com panied by an acceptance of the nomination by the nominee, and is filed with the Secretary no later than August 1. Each such declaration must be signed by at least 20 members in good standing. The nomination process shall end on August 1.

SECTION 2. Letter ballots, bearing the names of all nominees, the ballot position of which shall be determined by lot for each office, and marked with proper voting instructions, shall be distributed by the Secretary to all members no later than September 15 each year. The membership shall be given at least two weeks for the return of the letter ballots. Election returns, announced at the Fall meeting of the Executive Committee, shall be the result of the letter ballot that shall be returned to the Nominating Committee, who shall act as the Tellers Committee. Election results shall be determined by a simple majority of eligible votes received by October 1 of each year. In the event of a tie, the earlier location on the ballot shall determine the winner. Provision for write-in shall be included on the ballot for each of the Chapter’s offices.

SECTION 3. Newly elected officers shall assume office for the administrative year on January 1.

SECTION 4. In the event of extraordinary and extenuating circumstances, the Executive Committee shall have the power to declare the term of office of any or all Chapter officers and Directors extended for one full term.

ARTICLE XII – BRANCHES

SECTION 1. The Association shall encourage and recognize the establishment of regional, state, provincial, county and local branches of its members, the purposes of which shall be the furtherance of the objectives of the Association in the region, state, province, county or locality. Any group of ten or more members of APWA may petition the Texas Chapter Executive Committee to form a branch within the Association’s jurisdiction. Said Executive Committee may, by resolution, authorize the formation of such branch. Jurisdictional areas of such branch should conform to the nine regions established by the Association. If requested by petition, the Executive Committee may revise the jurisdictional boundaries.

SECTION 2. Application for the establishment of a branch, together with a copy of the proposed branch bylaws and a list of those who have agreed to be com e members of the branch, shall be submitted to the Texas Chapter Board of Directors for approval. Upon notice of approval given by the Texas Chapter Board, and the approval of APWA, the branch shall be considered established.

SECTION 3. All branches shall be managed in conformity with the bylaws of the Association and the rules established by the Board of Directors.

SECTION 4. The officers and majority of each branch shall be members of the American Public Works Association.

SECTION 5. Branches of the Chapter are authorized to be established based on geographical criteria. Any Branch establishment must be approved by APWA.

SECTION 6. In the event of the dissolution or liquidation of a Branch, any remaining assets shall be rendered to the Chapter.

SECTION 7. Any correspondence, com munications or financial reporting between the Branch and APWA must go through the Chapter.

ARTICLE XIII—AMENDMENTS

SECTION 1. Amendments to these Bylaws may be proposed by initiatory petition submitted to the Executive Committee in writing and signed by not less than 15 members or by resolution of the Executive Committee. Proposed amendments shall be presented to the membership at a meeting of the Chapter within one year after the date of their submission or by letter ballot as may be determined by the Executive Committee. Provided, however, that the Executive Committee may, within sixty days after receipt of any amendment proposed by initiatory petition, return same to the petitioners with a letter of explanation requesting that the proposed amendment be modified before it is presented to the membership. If the proposed amendment is resubmitted in writing and signed by not less than eight members of the original petitioners it shall be presented to the membership with or without the approval of the Executive Committee. An affirmative vote of two-thirds of the qualified votes cast shall be necessary for the adoption of a proposed amendment.

SECTION 2. These Bylaws and such amendments as may be made from time to time shall be com e effective upon adoption by the Chapter and approval by the Board of Directors of APWA and the Texas Municipal League.

SECTION 3. The Executive Committee shall direct a review of the Chapter’s Bylaws for com pleteness and applicability at least once every three years.

SECTION 4. The Bylaws of each Branch shall be submitted to the Chapter for review and approval. The Chapter will forward all Branch Bylaws to APWA for review and approval.

Executive Chapter APWA Board of

Committee Approval Approval Directors Approval

February 6, 2005 June 3, 2005 ___________________

____________________ ___________________ ___________________