BY-LAWS
Article I.
The name of the Association shall be the Texas Vegetation Management
Education Association. The Association
shall continue to do business as the Texas Vegetation Management Association. This shall be a non-profit organization.
Article II.
The purpose of the Association shall be:
Article III.
Section A.
All membership shall be subject to the approval of the Board of
Directors. There shall be the following
classes of membership:
a. Active Members:
any person who is interested in the advancement of the Association and
its goals;
b. Student Members:
any full-time, (degree-seeking) student.
Applications must be accompanied by the signature of a faculty
advisor. The membership will be
non-voting.
c. Associate Members:
any person who is an employee of a company who has a person that is an
Active member. This membership will be
non-voting and will receive mailings only.
Applications must be accompanied by the signature of the Active member.
d. Honorary Members: before being considered for
Honorary membership, a person must meet the following criteria:
1) He or she must have contributed
significantly to the field of vegetation management during his or her career;
2) He or she must have been an active
member of the Association for no less than five years;
3) He or she must have actively
promoted the Association and it’s affairs during their membership;
The criteria in 1 through 3 above may be waived concerning honorary membership
to deserving persons who are not members of the Association. Honorary members shall hold in perpetuity all
rights of Active membership. Nominees
for honorary membership shall be submitted to the Membership Committee in the
form of a petition signed by no less than ten (10) Active members or may originate
with the Membership Committee. Nominees
will be evaluated by the Membership Committee to ascertain that they meet the
criteria for eligibility as an honorary member.
Eligible nominees will be presented by the Membership Committee to the
Board of Directors, and shall, at the next Annual Meeting, present the nominee
to the Association. Honorary members
shall be elected by a majority vote of voting members present during the Annual
Meeting of the Association.
4) Sustaining Members:
institutions, organizations and corporations invested in the advancement
of the Association and it’s goals. Sustaining members shall have all of the
rights and privileges of members except that of holding office and voting.
5) Charter Members:
shall be defined as all members on the books no later than the first day
of the first Annual Meeting.
Section B.
All Active and Honorary members shall have the right to one vote.
Article IV.
Section A.
Officers of the Association shall be
a. President;
b. Vice President;
c. Secretary-Editor; and
d. Treasurer
Section B.
The President shall preside at all membership and Board meetings and
shall, in consultation with the Board of Directors, appoint all committee
chairs and shall perform all other duties incidental to the office. The President shall prepare, in collaboration
with the Secretary-Editor and Treasurer, an annual report of the Association’s
activities to be presented to the Annual Meeting of the Association, including
a report of each Board meeting.
Section C. The Secretary-Editor shall keep minutes of all meetings,
mail out minutes and notices as directed by the Board, prepare official
publications of the Association, and perform all other duties as usually
associated with the office.
Section D.
The Treasurer shall be custodian of all dues and funds of the Association, maintain membership records, serve on the
Membership Committee, pay all bill authorized by the Board of Directors, and at
the Annual Meeting, give a true and complete report of the financial status of
the Association. At the discretion of
the Board of Directors, the Treasurer-elect may, before assuming office, be
required to make and execute a good and sufficient surety bond in an amount of
not less than twenty thousand ($20,000) dollars conditioned on the faithful
performance of the duties of his office, the expense of said bond to be borne
by the Association. The Treasurer shall
deposit all receipts in a bank designated by the Board, and the signature of
the Treasurer, or President shall be authorized on
Association checks. A bi-annual audit of
the books shall be made by the Audit Committee and a report on the audit given
to the Association membership during the Annual Meeting.
Section E.
Officers will normally serve for one year, or until their successors
have been duly chosen. Except in
extenuating circumstances, and as approved by the Board of Directors,
Presidents may not succeed themselves.
All other Officers and Directors, with the exception of the
Secretary-Editor and Treasurer, may succeed themselves for one consecutive
term, but then must relinquish said office for a like period of time equal
their term in office. The
Secretary-Editor and Treasurer may serve unlimited terms. Officers and Directors elected at any Annual Meeting
shall begin their duties at the close of said meeting.
Section F.
Association Officers and Directors shall be selected from the membership
and must be an active member of the Association. The Vice President shall be selected from the
Board of Directors, or may be nominated from the General membership.
Section G.
The Association Officers and Directors shall be nominated by a
Nominating Committee which shall be appointed by the Board of Directors with
the advice of the President. In addition,
nominations may be submitted from the floor of the Annual Meeting. A candidate must receive a majority of the
votes cast to be elected to the office for which said person was
nominated. Votes shall be cast in person
by those attending the Annual Meeting.
Article V.
Section A.
The Board of Directors shall consist of the Association Officers and
Immediate Past-President, and nine (9) Directors serving staggered terms of
three (3) years each, with three (3) Directors elected at each Annual
Meeting. The Board of Directors shall be
elected from the General membership. The
representatives of the Board shall be from the following categories:
State, County, City Highway Department – 1 member
Local (City or County) Government – 1 member
Contractors – 1 member
Suppliers – 1 member
Utility – 1 member
At Large – 4 members
The Board may select an Advisory Committee. These advisors should consist of
representatives from the Texas Department of Agriculture, Structural Pest
Control Board, Texas Commission on Environmental Quality, Texas Cooperative
Extension, Railroad Commission of Texas, Texas Parks and Wildlife Department,
and representatives of other agencies that provide advice or regulatory control
in the vegetation management industry.
Section B.
The President of the Association shall be the chair of the Board of
Directors.
Section C.
The Board of Directors shall meet upon the call of the President or upon
the request of three or more members of the Board of Directors in writing to
the Secretary-Editor. At least fifteen
(15) days prior notice in writing or electronic format shall be given to all
members of the Board of Directors as to any meetings. The time and place of meeting shall be
designated by the President. A majority
of the members of the Officers and the Board of Directors constitute a quorum
for the transaction of business. An
action of the Board of Directors shall be upon the vote of the majority of its
members present. The Board of Directors
shall meet no less than two (2) times annually.
Additional meetings will be called as necessary.
Section D.
The Board of Directors shall manage the affairs of the Association and
shall have the power:
1. to fill any vacancies between
Annual Meetings among the Officers of the Association including the membership
of the Board of Directors;
2. to prescribe the duties of the
Officers of the Association not otherwise prescribed in the By-Laws of this
Association;
3. to provide rules and regulations
for conduct of the affairs of this Association as are consistent with the
provisions of the By-Laws;
4. to accept or reject applications for
membership in this Association. The
Board of Directors shall have full power of the Association in all matters
demanding action between meetings and shall submit, at the next succeeding Annual
Meeting of the Association, a report of all actions taken by them under the
authority of this section; and
5. to remove for cause, after a 2/3 vote
of the Board of Directors, and replace, any Officer or Board Member who fails
to perform the duties of their office.
Article VI.
A quorum for the Annual Meeting of the Association shall consist of not
less than fifteen (15) voting embers, or 10% of the membership, whichever is
smaller, and at least two of whom shall be Officers of the Association.
Article VII.
All motions and resolutions presented at any Annual Meeting of the
Association involving matters of policy, administration, or business, shall be
referred to the Board of Directors who shall consider the same and report its
recommendation back to the Association; however, should any matter require
immediate attention by the Association, such matters may be considered
immediately by consent of three-fourths of the active members present and
voting.
Article VIII.
Section A.
There shall be an Annual Meeting of the Association for the election of
Officers and Directors, the presentation and discussion of pertinent
information on vegetation management related subjects, and other such business
as may be properly brought before it.
Such Annual Meeting shall be held at such time and place as the Board of
Directors may decide. At least thirty
(30) days prior notice shall be given in written or electronic format to all
members as to time and place of the Annual Meeting.
Section B.
Special meetings of the Association may be held whenever the Board of
Directors deems such meetings necessary or whenever a quorum of active members
shall make a written request thereof presented to the Secretary-Editor. Such request shall be placed with the Board
of Directors which shall designate a time and place for such special
meetings. The Secretary-Editor shall
give written or electronic notice of all special meetings of the Association to
all members at least two weeks prior to the date of such special meeting.
Article IX.
Fiscal year: the fiscal year for
the Association shall be the calendar year.
Article X.
Standing and special committee membership shall be open to the general
TVMA membership. Standing and special
committee chairs shall be recommended by the President and approved by the
Board of Directors to serve at the pleasure of the Board of Directors as
follows:
Article XI.
Rules of Order.
Business sessions of the Association shall be conducted in accordance
with Roberts Rules of Order.
Article XII.
Publications.
All publications of the Association shall be issued under the direction
of the Secretary-Editor and shall become the property of the Association.
Article XIII.
Amendments.
These By-Laws may be amended by three-fourths (3/4) vote of the active
members present at the Annual Meeting, after approval of the Board of
Directors, provided the notice of the proposed amendment has been transmitted
by the Secretary-Editor in written or electronic format to active members at
least thirty (30) days before the Annual Meeting.
Article XIV. Dissolution. The Association shall have perpetual
existence, but if dissolved, it’s assets shall be donated to a non-profit
organization for research on vegetation management or a scholarship fund which
will be selected by the Board of Directors.
(The above and
foregoing By-Laws of the