Constitution

TEXAS ASSOCIATION OF BLACK CITY COUNCIL MEMBERS
Adopted: November, 2007

BYLAWS

ARTICLE I: NAME

Section 1.1 - This organization shall be known as the Texas Association of Black City Council Members.

ARTICLE II: PURPOSE

Section 2.1 - Statement of Purpose.
The Texas Association of Black City Council Members (TABCCM) is a membership organization formed to provide a forum for Black elected officials and the community for the purpose of educating by becoming a resource through sharing ideas, experiences and knowledge. Education and sharing information will enhance the community and the Association's overall contribution to the science and practice of public policy in their individual communities.

ARTICLE III: MEMBERSHIP

Section 3.1 - Membership.
The Texas Association of Black City Council Members shall consist of the following classes of membership:

  1. Individual Membership. Open to all elected Black City Council members in the State of Texas who subscribe to the goals and objectives of the organization.
  2. Associate Membership. Open to all professional associations, organizations and institutions, public and private, which subscribe to the goals and objectives of the organization and especially wish to help promote interdisciplinary networking and communications. Associate members representing private-for-profit corporations shall not have the right to vote or hold office.
  3. Ex-Officio Membership. Open to all former elected municipal officials in the State of Texas who subscribe to the goals and objectives of the organization.
  4. Honorary Membership. Open to any person who has rendered conspicuous service to the organization or toward the accomplishment of the goals and objectives of the organization. Honorary membership may be granted by nomination and vote of the Board of Directors. All former presidents of TABCCM shall be Honorary Members and shall have voting privileges if serving as elected officials.

Section 3. 2 - Dues
The annual dues shall be fixed by vote of the Board of Directors; the annual dues shall be due upon application for membership or upon invoice.

Section 3.3 - Voting Privileges
Only Individual members in good standing shall be entitled to voting privileges on organizational matters and may hold office.

ARTICLE IV: BOARD OF DIRECTORS

Section 4. 1 - Composition.
The Texas Association of Black City Council Members shall be governed by an eleven (11) member Board of Directors which shall set overall policy direction and provide on-going guidance to assure successful completion of tasks toward fulfillment of the organization's goal and objectives.

  1. Executive Committee. The Executive Committee shall consist of five (5) officers elected by the membership. The officers shall be President, President, Secretary, Treasurer and the eligible Immediate Past President. Only current members of the Board of Directors shall be eligible to hold office.
  2. TML Board Representative. The Immediate Past President shall serve a one two (2) year term as a voting member of the Board of Directors and Executive Committee. During that term, he/she will be responsible for continued membership development, corporate fundraising and enhancing the visibility of the organization and its goals.
  3. Directors. Six (6) directors shall be elected by the membership to serve two- year terms. The President shall appoint a Parliamentarian to assist with the orderly conduct of all public meetings of the organization. The Parliamentarian shall serve at the pleasure of the President and must be a current member of the Board.

Section 4.2 - Qualifications.
TABCCM members who are eligible to serve on the Board of Directors shall be restricted to individual members in good standing who currently hold elected municipal office in the State of Texas.

Section 4.3 - Nominations for Officers and Board of Directors.
Prior to the annual meeting of the organization, the President shall appoint a Nominating Committee to submit a slate of officers and Board members for ratification by the membership at the annual meeting. The slate shall provide for fair representation from all areas of the state.

Section 4.4 - Election and Terms of Office for the Board of Directors.
The terms of officers and directors shall be for two (2) years. All elections shall take place at the annual meeting.

  1. Staggered Terms. The terms of the directors shall be staggered so that the terms of approximately one-half of the Board of Directors shall expire each year. The terms of one-half of the Board expiring in odd-numbered years and one-half expiring in even-numbered years. The odd or even designation shall be determined by the year in which the director was elected to serve on the Board.
  2. Vacancies. Vacancies on the Board of Directors shall be filled as follows:
    1. Board Vacancy. In the event of a vacancy on the Board of Directors, the Board shall appoint a replacement to serve until the next annual meeting of the organization.
    2. Order of Officer Succession. In the event the office of President becomes vacant for any reason, the Vice President shall assume the title and the responsibility of President until the next annual meeting. In the event the Vice President for any reason is unable to assume the office of President, the Secretary shall assume the President office, duties and responsibilities. If none of the three officers are vacated able to fulfill the duties of President, the Board of Directors, by a majority vote, shall elect a President from among its members to serve until the next annual meeting.
    3. Attendance Disqualification. If a Board member is absent from two (2) consecutive regularly scheduled quarterly meetings without valid excuse, the Board may, in its discretion, vote to remove the Board member from continued service. An absence is excused if the absent Board member informed the President or consultant of his /her absence in advance and the reasons for the absence.
    4. Removal. Any removal of officers or Board members shall require a two- thirds (2/3) vote of the Board of Directors.

Section 4.5 - Compensation.
Reimbursements. The directors shall not receive any compensation as such for their services, but, by resolution of the Board, shall be entitled to reimbursement for actual and necessary expenses incurred in the performance of their duties, provided that funds have been budgeted for such expenses.

Section 4.6 - Action by Consent of Board Without Meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of the Directors. If all members of the Board consent to the action, such consent may be given individually or collectively.

ARTICLE V: OFFICERS

Section 5.1 - Officers.
The Executive Committee of the Texas Association of Black City Council Members shall be composed of the officers of the organization and their duties shall be as follows:

  1. President. Shall preside at all meetings of the organization, serve as chair of the Board of Directors, communicates and interprets policy
  2. Vice President. Shall assume duties of the President and serve as presiding Officer in the absence of the President and shall carry out such duties as delegated by the President. The Vice President shall be responsible for the various programs and activities which are consistent with the goals of the organization.
  3. Secretary Shall assume duties of the President in the absence of the Vice President. The Secretary shall be responsible for keeping all records of the organization including but not limited to the minutes of all meetings, correspondence and other records that are required.
  4. Treasurer Shall be responsible for maintaining the financial records of the organization
  5. Immediate Past President Shall serve as TML Board Representative. The Immediate Past President shall be responsible for continued membership development, corporate fundraising and enhancing the visibility of the organization and its goals.

Section 5.2 - Terms of Office.
The terms of all office shall be two (2) years. No officer can be elected to serve more than two (2) consecutive terms in the same office. All officers shall be elected at the annual meeting.

Section 5.3 - Authority to Act
The Executive Committee shall have the authority to act for the Board of Directors at intervals between meetings of the Board, provided that; (a) the Board has authorized the Executive Committee to act, or (b) the Executive Committee's actions are required by emergency. All actions taken by the Executive Committee require written notification to the Board of Directors as soon as practicable by U.S. mail, facsimile or e-mail transmissions.

ARTICLE VI: FINANCES

Section 6. I - Fiscal Year.
The fiscal year of the TABCCM shall be from July 1 through June 30 of the following year.

Section 6.2 - Chief Administrative Officer.
The Board may appoint a consultant who will be given the authority to administer the affairs of the organization in accordance with the policies set forth by the Board. The consultant will be designated as the authority to execute checks, drafts and offers of payment on behalf of TABCCM. He/she will also be delegated the authority to execute contracts subject to appropriate approvals.

Section 6.3 - Fiscal Authority.
Fiscal Authority. Responsibility for all fiscal affairs rests with the Treasurer subject to audit by the Board of Directors. The consultant may be responsible for preparing and submitting appropriate fiscal reports to the Treasurer for review and presentation to the Board.

Section 6.4 - Budget.
No fewer than sixty (60) days prior to the end of the fiscal year, the Board of Directors shall meet and adopt a budget which shall serve as the complete financial plan for the ensuing fiscal year. Not less than fifteen (15) days prior to the budget meeting of the Board of Directors, the President shall cause to be prepared a detailed budget setting forth the estimated revenues and expenditures for the ensuing fiscal year and shall submit such budget to the Board of Directors for its consideration and approval. No unbudgeted indebtedness shall be incurred. No budget shall be adopted under which the expenditures for the ensuing year exceed a reasonable estimate of the actual funds to be available.

Section 6.5 - Audit.
The accounts of the TABCCM shall be audited at least once annually by a certified public accountant to be selected by the Board of Directors.

Section 6.6 - Finance Committee.
Each year, the President shall appoint a Finance Committee to make recommendations to the Board of Directors concerning the budget and fiscal matters of the organization. The Committee shall make a report to the Board of Directors at the meeting in which the budget is adopted, and thereafter as needed.

ARTICLE VII: ORGANIZATIONAL MEETINGS

Section 7. I - Place of Meeting.
Any or all meetings of the TABCCM membership and/or the Board of Directors shall be at the call of the President or a majority of the members of the Board of Directors and may be held at a time and place designated by the President. Exceptions shall be pursuant to the rules and regulations imposed by vote of the membership.

Section 7.2 - Annual Meeting of Members.
An annual meeting of members shall be held each year during the annual meeting of the Texas Municipal League and on a date and site recommended by the President and ratified by a majority vote of the membership at the annual meeting at least one year prior.

Section 7.3 - Notice of Annual Meetings.
At least sixty (60) days prior to the date fixed by Section 7.32 of this article for holding the annual meeting of members, the secretary, provided for herein, shall mail written notice of the time and place of such meeting to all voting members in good standing.

Section 7.4 - Delayed Annual Meeting.
If for any reason the annual meeting of the members shall be delayed, such meeting may be rescheduled and held as a special annual meeting. The same proceedings shall apply there as at an annual meeting, including that the notice of such meeting shall be not less than 60 days.

Section 7.5 - Order of Business at Annual Meeting.
The order of business at the annual meeting of members shall be as follows:

  1. Minutes of Last Meeting
  2. Report of Committee(s) or Task Forces
  3. President's Report
  4. Report of the TML Board Representative
  5. Report of Nominating Committee and Election of Officers
  6. Old Business
  7. New Business
  8. Adjournment

It is provided that, in the absence of any objection, the presiding officer may vary order of business or add thereto at his/her discretion.

Section 7 6 - Meetings of Board of Directors.
The TABCCM Board of Directors shall meet quarterly each year, at a time and place designated by the President, with the exception of one such meeting which shall be held in conjunction with the TML annual meeting of the membership.

Section 7.7 - Special Meetings of Board of Directors.
Special meetings of the Board may be called at any time by the President or a majority of the members of the Board of Directors. The methods by which such meeting may be called are as follows: Upon notification by the President setting forth the date and objectives of such proposed special meeting or by the majority of the Board.

Section 7.8 - Notice of Special Meetings.
At least 14 days prior to the date fixed for the holding of special meetings of the Board of Directors, written notice of the time, place, and purpose of such meeting shall be mailed, e-mailed or faxed as herein provided, to each member entitled to vote at such meetings. In the absence of any objection, the presiding officer may vary the order of business or add thereto at his/her discretion.

Section 7.9 - Council of Presidents.
The Council of Presidents should hold its meeting in conjunction with the regularly scheduled Board meetings.

Section 7.10 - Quorum.
Board of Directors. A majority of the eleven (11) -member Board of Directors present and in person shall constitute a quorum for the transaction of all business at any meeting of the Board. Section 7.11 - Conduct of Meeting. All meetings shall be conducted according to Robert's Rules of Order.

Section 7.11 - Conduct of Meeting.
All meetings shall be conducted according to Robert's Rules of Order.

Section 7.12 - Who is Entitled to Vote.
Except as provided under Articles herein, or amendments hereto, each member in good standing shall be entitled to one vote, specific to each subject properly submitted to vote at each meeting of members present in person.

Section 7.13 - Proxy.
No proxy voting shall be permitted.

ARTICLE VIII: ORGANIZATIONAL COMMITTEES

Section 8.1- Committees and Task Forces.

  1. Standing Committees. There shall be four standing committees. New standing committees shall be established upon a majority vote of the Board of Directors. The standing committees of TABCCM shall be:
    1. Executive Committee
    2. Finance Committee
    3. Program Committee
    4. Membership Committee
  2. Special Committees and Task Forces. Special committee and task forces shall be appointed by the President as needed to accomplish the goals of the organization.
  3. Appointment of Chairpersons. Chairpersons of committees and task forces shall be appointed by the President.

ARTICLE IX: EXECUTION OF INSTRUMENTS

Section 9. I - Contracts and Conveyances.
Authority to execute any instrument on behalf of TABCCM rests with the consultant subject to the approval of the Board of Directors.

ARTICLE X: ADHERENCE TO TEXAS MUNICIPAL LEAGUE POLICY AND GUIDELINES

The Texas Association of Black City Council Members, as an affiliated organization of the Texas Municipal League, shall adhere to the general policy, guidelines, conditions, or other requirements which may be adopted from time to time by the League. Further, TABCCM shall not intentionally take any action in conflict with such established policies.

ARTICLE XI: BYLAWS

The Bylaws may be changed or amended only by a majority of the present and voting members. The proposed amendments or changes shall have first been prepared in writing and submitted to the Board of Directors 30 days prior to the date on which the changes will be considered. Such amendment shall go into effect immediately upon adoption or as otherwise stipulated. Adopted: November, 2007