TEXAS ASSOCIATION OF ENVIRONMENTAL PROFESSIONALS
BYLAWS SUBCOMMITTEE 2001 REVISIONS
TEXAS ASSOCIATION OF ENVIRONMENTAL PROFESSIONALS CHAPTER
NATIONAL ASSOCIATION OF ENVIRONMENTAL PROFESSIONALS
I) NAME AND JURISDICTION
The name of this organization (herein termed the CHAPTER) shall be the Texas ASSOCIATION of Environmental Professionals CHAPTER of the National ASSOCIATION of Environmental Professionals. (Hereinafter termed the ASSOCIATION).
The CHAPTER boundaries shall encompass the southeast section of the State of Texas.
The bylaws of the CHAPTER shall govern all operations of the CHAPTER and shall be in conformance with and compatible with all respects of the Bylaws and Articles of Incorporation of the ASSOCIATION. The Bylaws of the CHAPTER shall remain in effect as adopted unless the BOARD of Directors of the ASSOCIATION (hereinafter termed the ASSOCIATION BOARD), by majority vote, shall reject the Bylaws.
All revisions, additions, amendments, and/or changes to the Bylaws shall be submitted to the ASSOCIATION BOARD for certification as to conformance with the Bylaws and Articles of Incorporation of the ASSOCIATION and shall apply unless rejected by the ASSOCIATION BOARD at their next regular meeting not less than thirty (30) days following submission thereof.
III) PRINCIPAL OFFICE
The principal office of the CHAPTER shall be located at a place to be established by the BOARD and may be changed from time to time by a majority vote of the BOARD.
IV) CHAPTER FUNCTIONS AND PURPOSE
The primary function of the CHAPTER shall be to enhance, maintain, and protect the quality of the natural and human environment through cooperation with the ASSOCIATION. The specific purpose of the CHAPTER shall be: (1) to encourage and facilitate full participation in ASSOCIATION and CHAPTER goals and activities by all persons qualified to be members of the CHAPTER and the ASSOCIATION; (2) to actively expand the membership of the CHAPTER and the ASSOCIATION to include the widest range of views and concerns of professionals engaged in the environmental field; (3) to provide the frame work for interaction between professionals from all environmental disciplines in the State of Texas; (4) to provide a forum for discussion of environmental issues, policies and legislation both within the State of Texas and at the national level; (5) to encourage and facilitate certification of Environmental Professionals in the State of Texas; (6) to promote greater recognition and credibility of Environmental Professionals in the State of Texas; and (7) to promote and encourage professional development and education.
The CHAPTER shall be incorporated as a non-profit corporation within the State of Texas. A copy of the certificate shall also be sent to the ASSOCIATION headquarters.
The business affairs of the CHAPTER shall be managed by the BOARD of Directors (hereafter termed the BOARD). The number of Directors shall be nine. A Director shall hold office for a term for which he/she is elected and qualified or until such DirectorÕs resignation or removal.
The Directors newly elected to the BOARD shall begin their term on the first (1st) of January following their election. The new BOARD shall elect the OFFICERS specified from among the nine Directors and such OFFICERS shall hold office for one year and until their successors are elected and qualified.
Each DIRECTOR shall be elected for a term of three (3) years except as stated otherwise in these bylaws. A DIRECTOR may serve an unlimited number of terms.
One DIRECTOR or member shall be appointed by the BOARD to represent the CHAPTER on the ASSOCIATION BOARD.
B) ELECTION OF DIRECTORS
The BOARD of the CHAPTER shall be nine (9) members elected by the majority of the voting members of the CHAPTER qualified for CHAPTER membership present and voting at the annual meeting.
The BOARD shall, at least three months before the annual election, appoint three members of the CHAPTER; at least one of whom shall be a Director, to constitute a Nomination Committee. This committee shall nominate at least four (4) candidates, three of whom will be elected to serve as Directors for the ensuing term. Nominees shall be General Members of the CHAPTER in good standing.
The ballot shall contain two (2) specified blank spaces for write-in nominations.
A ballot containing the names of the nominees shall be provided to each voting member of the CHAPTER, which ballots shall be available no later than the first (1st) day of November. Ballots shall be returned to the Secretary as specified in the ballot. The Nomination Committee shall canvass and certify the ballots no later than the fifteenth (15th) day of December and shall notify all persons nominated within fifteen (15) days of the results of the election.
The three (3) candidates with the largest number of votes will be duly elected to the BOARD. In the event of a tie in the number of votes, a run-off ballot with the names of the tied candidates will be provided to each voting member of the CHAPTER within seven (7) days of the certification of the vote. The run-off ballots shall be returned as specified in the ballot no later than the thirtieth (30th) day of December.
C) MEETINGS OF DIRECTORS
The Directors may hold their meeting in such a place or places within or without this State as a majority of the BOARD from time to time determine Meetings of the BOARD may be called at any time by the President or Secretary or by a majority of the BOARD. A minimum of four (4) meetings will be held each year, one in each calendar quarter, including the Annual Meeting of the BOARD which shall be held in January of each year. The Directors shall be notified in writing or electronically of the time, place and purposes of all meetings of the BOARD at least seven (7) days prior to the dates scheduled for said meeting.
A majority of the Directors then in office constitutes a quorum for the transaction of business, in person or by proxy. A vote of the majority of Directors present at a meeting at which a quorum is present constitutes the action of the BOARD.
An action may be taken by the BOARD without a meeting if two-thirds majority of Directors consent thereto in writing or electronically. The written or electronic consents shall be filed with the Minutes of the meeting of the BOARD. The consent has the same effect as the vote of the BOARD for all purposes.
The Directors shall not receive any stated salaries for their services, but by resolution of the BOARD, a Director may be entitled to reimbursement of expenses incurred in that capacity. Nothing herein contained shall preclude any Director from serving the CHAPTER in any other capacity and receiving compensation for such services.
F) SEPARATIONS FROM DIRECTORSHIP
A Director or Officer may be removed from office, for cause, by a two-thirds vote of the BOARD. A Director or Officer who misses three consecutive regular BOARD meetings may be removed from the BOARD by action of the BOARD. His/her seat shall then be filled by appointment of a General Member.
All meetings of the BOARD or any committee shall be open to attendance by any member of the CHAPTER in good standing. Nothing shall prevent the Directors or any committee by resolution from convening in private session for the consideration of any matter. All votes shall be taken in open session.
Vacancy in the BOARD shall be appointed by the remaining Directors in office. The appointed Director shall fill the term of vacancy.
I) MINUTES AND RECORDS
A full and complete record of all business transacted at BOARD meetings shall be maintained in an orderly and legible manner and shall be certified as to accuracy by current duly elected Secretary of the CHAPTER, and shall be maintained in a place accessible to the membership upon reasonable request. Minutes of each BOARD meeting shall be approved by a majority vote of those present at the next BOARD meeting. Full copies of the minutes and records, or portions thereof, shall be furnished to members upon request and duplication expenses may be assessed.
The officers shall be comprised of four (4) individuals designated as PRESIDENT, VICE-PRESIDENT, SECRETARY, and TREASURER whose duties and obligations are set forth herein below. The officers shall be duly elected by and from the BOARD of the CHAPTER.
B) TERM OF OFFICE
Each of the officers of the CHAPTER shall serve for a period of one year terminating at the first BOARD meeting of the calendar year. All officers of the CHAPTER may succeed themselves upon election.
No Officer may receive any stated salaries for their services, but by resolution of the BOARD may be entitled to reimbursement of expenses incurred in that capacity.
The President shall be the Chief Executive Officer of the CHAPTER and, in the recess of the BOARD, shall have the general control and management of the CHAPTER's business and affairs, subject, however, to the right of the BOARD to delegate any specific power to any other officer or officers of the CHAPTER. The President shall be a member of the BOARD and shall preside, if present at all meetings of the Directors. In the absence of the President, the Vice-President, Secretary and Treasurer, in that order, shall preside.
The Vice-President of the CHAPTER shall assume the title, duties, and responsibilities of the President in the event of resignation, disqualification, or removal of the President. The Vice-President shall also preside at meetings of the CHAPTER membership and of the BOARD during the absence of the President.
The Secretary of the CHAPTER shall keep and maintain full and complete set of minutes and records of the business of the CHAPTER, with the exception of accounting records and budgets.
The Treasurer of the CHAPTER shall keep and maintain a full and complete set of financial records of the CHAPTER; shall receive, deposit and disburse CHAPTER funds; shall keep and maintain appropriate financial records together with vouchers and receipts in accordance with generally accepted accounting practices; shall prepare all budgets and financial reports for action by the CHAPTER membership and the BOARD and for review by the ASSOCIATION BOARD. The Treasurer shall prepare an annual financial statement for presentation at the Annual General Meeting.
The standing Committees are Nomination, Audit and Scholarship. Such committees shall have the authority and responsibility as designated by the BOARD.
The BOARD may, by resolution, designate one or more committees as deemed appropriate, necessary or desirable. The BOARD or President, if empowered by the BOARD, shall appoint and remove members and chairperson of such committee.
Should the office of President be vacant, the Vice-President shall become President automatically and shall serve in such office for the remainder of the term. All other vacancies shall be filled by the BOARD at the earliest opportunity.
All persons qualified for ASSOCIATION membership shall be deemed qualified for CHAPTER membership.
The CHAPTER may, by majority vote of those present and voting at a regular or non-regular membership meeting, as hereinafter defined, assess members on an annual basis for projected expenses necessary to CHAPTER operation. Non-payment of approved annual dues within one hundred and twenty (120) days following notification thereof may result in automatic termination of CHAPTER membership.
The membership shall be classified and shall be qualified as follows:
i) GENERAL MEMBERSHIP
General Membership normally requires appropriate educational background and three (3) years experience and is open to all persons who have been engaged in work directly related to environmental management, planning, impact assessment, environmental protection or environmental compliance including such activities as permitting, compliance auditing, regulatory review, research teaching, engineering, design, quality assurance and implementation of environmental protection or control. General members shall be entitled to one vote each on all matters before the CHAPTER.
ii) SENIOR MEMBERSHIP
Membership offered to those General members 65 years of age or older. Senior membership receives the same full benefits as General membership. Reference to General Members or General Membership hereinafter, also refers to Senior members or Senior membership.
iii) ASSOCIATE MEMBERSHIP
Associate Membership is open to those who do not meet the General Membership requirements and to other individuals who are interested in environmental issues, ideas or technology. Associate members shall have no voting rights.
iv) STUDENT MEMBERSHIP
Membership is offered to full-time students who are pursuing an environmental-related career. Student members shall have no voting rights.
Corporations, universities, colleges, partnerships, government agencies, business and trade groups, and other entities supportive of the environmental profession, are eligible for this classification. Corporate members shall have no voting rights.
The spouse of any general member in good standing is eligible for this classification. Spouse members shall have no voting rights.
A) REGULAR OR GENERAL
Regular or general meetings of the CHAPTER membership for the transaction of all business necessary and incidental to the orderly performance of CHAPTER functions shall be on a regular basis at a time and place set by the BOARD. A minimum of one regular or general meeting (the "Annual General Meeting") shall be held in the first quarter of the year following the first BOARD meeting of that calendar year. At each Annual General Meeting, a Director shall present a summary of all BOARD actions and resolutions of the previous calendar year.
Special or non-regular meetings of the CHAPTER membership may be called by a majority of the BOARD of the CHAPTER for good and compelling reasons. Notification of such meetings shall be provided to all current members of the CHAPTER no later than the fifteenth (15th) day preceding such meeting. . Such notification shall set forth the time, place, and general purpose of such meeting and no additional matters shall be acted or voted on by the membership present at such meeting.
Special or non-regular meetings of the CHAPTER membership may be called at the written request of at least one-quarter of the CHAPTER General Members. Such written request shall be made to the President or Secretary and shall specify the purpose of the special meeting. Within thirty (30) days of receipt of the request by the Secretary or President, notification of such meeting shall be provided to all current members of the CHAPTER. Such notification shall set forth the time, place, and purpose of such meeting and no additional matters shall be acted or voted on by the membership present at such meeting.
Emergency meetings of the CHAPTER membership may be called by a unanimous vote of the BOARD of the CHAPTER only for most compelling reasons. Written or electronic notification of such emergency meetings shall be made no later than the fifth (5th) day preceding such meeting and shall be made to all current members of the CHAPTER. Such notification shall specify the time, place, and specific purpose of such emergency meeting and no additional business shall be transacted at such meeting.
A quorum for the purpose of transacting business at any Annual, Regular, Special or Emergency meeting shall consist of at least ten (10) General Members registered in attendance at such meeting.
All actions at Regular, General, or Special meetings that require a vote of the membership for enactment shall be approved by a simple majority of those present and voting at such meetings, unless specified otherwise in other provision of the Bylaws.
Each General Member is entitled to one vote on any matter submitted to a vote at the Annual, Regular or Special or Emergency meeting. Membership may act in written or electronic ballot, or other specific manner approved by the BOARD on a case by case basis. A proxy from one member to another may be considered valid for the purposes of voting provided that such proxy shall state the member's name, be signed and be submitted in writing to the Secretary prior to the vote being called.
Whenever the BOARD shall decide that any question shall be presented to the membership for its decision, the Secretary shall prepare the question for vote in accordance with instructions of the BOARD.
Whenever twenty-five (25%) percent of the General Members of the CHAPTER request in writing to the BOARD that a question be submitted to a vote of the membership, the BOARD shall direct the Secretary to prepare the question for vote in accordance with instructions of the BOARD.
F) MINUTES AND RECORDS
A full and complete record of all business transacted at Annual, Special or Emergency meetings shall be maintained in an orderly and legible manner and shall be certified as to accuracy by the current duly elected Secretary of the CHAPTER, and shall be maintained in a place accessible to the membership upon reasonable request. Minutes of each meeting shall be approved by a majority vote of those present and voting at the next subsequent Annual, or Special meeting of the membership. Full copies of the minutes and records, or portions thereof, shall be furnished to an individual member or members requesting such copies.
X) SEPARATIONS FROM MEMBERSHIP
A) EXPULSIONS; DISCIPLINARY PROCEEDINGS
A member may be expelled or subjected to other disciplinary action for cause such as the violation of any of the provisions of the Bylaws or Code of Ethical Practice of the ASSOCIATION or for conduct which in the opinion of the BOARD is improper and prejudicial to the best interests of the CHAPTER or ASSOCIATION. The BOARD shall consider proceedings looking toward the expulsion or other discipline of any member (a) upon the recommendation of the Committee on Standards and Procedures, or (b) upon the written request of ten or more General members. Prior to its consideration of any such case, the BOARD shall advise the member in writing of the charges, shall notify the member of the time and place of the meeting of the BOARD at which the case is to be considered, and shall invite the member to present at such time a defense either in person or in writing. Evidence supporting the charges shall be presented to the BOARD at the meeting and the member charged shall have a full opportunity to reply and present evidence in reply to the charges. The final action of the BOARD shall be by ballot at a meeting of the BOARD. In case of expulsion, the BOARD shall notify the expellee and shall drop the person's name forthwith from the roll of the CHAPTER.
After consideration of all evidence presented at the meeting of the BOARD at which the case is considered, the BOARD may decide that the charges against a member of the CHAPTER are not sufficient to justify expulsion. In such case, if the charges be sustained or proven, the BOARD at its discretion may direct the suspension of the member or other disciplinary action.
A finding that the charge against a member have been sustained or proven shall require the affirmative vote of a majority of the entire BOARD. If the majority vote is less than two-thirds, disciplinary action shall be restricted to a letter of admonition. Affirmative votes of not less than eighty percent of the entire BOARD shall be required for expulsion.
No person who has been expelled from membership and no member who has been suspended shall (during the period of his/her suspension) be allowed any voting rights or privileges of membership, in the CHAPTER. Service on CHAPTER committees, at all levels, shall be denied to a person expelled or suspended from the CHAPTER.
The BOARD shall inform the ASSOCIATION the ASSOCIATION BOARD of any disciplinary actions or expulsions that have taken place within thirty (30) days of such action.
B) NONPAYMENT OF DUES
Any member of the CHAPTER shall forfeit connection therewith in the event that the person's dues become one hundred twenty (120) days in arrears.
Any member of the CHAPTER in good standing may resign from membership by written communication to the Secretary. Refund of prorated dues shall be at the discretion of the BOARD.
A former member of the CHAPTER dropped from the rolls because of nonpayment of dues or other financial obligations of CHAPTER may be reinstated by submission of application for reinstatement upon repayment of all or part of the current year's dues or other financial obligations of CHAPTER, depending upon the month of reinstatement, and payment of dues or other financial obligations of CHAPTER for the one hundred twenty (120) days for which dues were in arrears.
Former members of the CHAPTER separated by expulsion proceedings or by voluntary resignation following charges of alleged unethical conduct shall not be reinstated to membership except by special action of the BOARD. The affirmative votes of not less than eighty (80%) percent of the entire BOARD shall be required to effect such reinstatement.
A) LOCAL CONTROL
CHAPTER shall have full and complete control over all funds received by CHAPTER from all sources, including allocations to CHAPTER which may be made by the ASSOCIATION from time to time.
The CHAPTER shall not be liable in any manner for ASSOCIATION debts or obligations. Conversely, the ASSOCIATION shall not be liable in any manner for CHAPTER debts or obligations.
All fiscal policies and procedures of CHAPTER shall be in conformance with CHAPTER Bylaws.
All checks drawn on CHAPTER bank accounts shall be signed by the President, Vice President or Treasurer. Monthly bank statements shall be reviewed by both the President and Treasurer. Such review shall be indicated by the signatures of both officers.
E) TAX STATEMENTS
Annual tax statements shall be prepared and filed by the Treasurer and a copy of these forms sent to the ASSOCIATION headquarters.
XII) BYLAW AMENDMENTS
CHAPTER Bylaws may be amended by two-thirds majority of those present at any regular or special meeting of the CHAPTER membership, only if such proposed amendments are mailed or otherwise delivered to all voting members of the CHAPTER no later than the fifteenth (15th) day preceding such meeting. Minimum number of members present must be ten (10) or more voting members in good standing.
In the event of dissolution of the CHAPTER, all assets (following settlement of all CHAPTER liabilities) shall become the property of the ASSOCIATION. Dissolution of the CHAPTER shall require a two thirds vote of all voting members of the CHAPTER.
XIV) AFFILIATION WITH NATIONAL ASSOCIATION
Dual membership criteria, national affiliation, dues sharing, and other joint agreements may be reviewed and approved annually by the Texas ASSOCIATION of Environmental Professionals at the Annual General Meeting and by the National ASSOCIATION of Environmental Professionals.
This is to certify that the undersigned is the duly elected Temporary CHAPTER Chairman of the CHAPTER and that the above Bylaws were adopted as the CHAPTER Bylaws at a regular meeting of persons qualified to be CHAPTER members held on January ______, 2002.
General Members of the CHAPTER may join together to establish local SUBCHAPTERS on whatever basis the CHAPTER Board of Directors may deem advisable. The purpose of SUBCHAPTERS shall be to encourage the opportunity for professional exchange, growth, and development among members on a continuing basis.
All persons, both public and private, who are general, associate, student, senior, and spousal CHAPTER members shall be deemed qualified for SUBCHAPTER membership. The CHAPTER BOARD shall establish regulations and procedures for establishing SUBCHAPTERS whenever it shall be prudent to do so. No SUBCHAPTER may be established without approval of a majority of the entire CHAPTER Board of Directors.
Local meetings are to be arranged at a minimum of one (1) per year.
President of Chapter (Signature) / #9; #9; Date