|
NAME
The name of this organization
shall be the Dallas Fort Worth
Educational Facilities
Association, a non-profit
organization, hereinafter
referred to as DFWAPPA.
ARTICLE II
OFFICES
The principal office of the
corporation in the State of
Texas shall be located in the
City of Dallas, County of
Dallas, where the organization
was founded. 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 Treasurer, who shall act
as the registered agent.
ARTICLE III
PURPOSE
The purposes of this
organization are:
-
To promote interest and
proficiency in the
administration of physical
plant operations at
university, college, and
K-12 educational
institutions in the Dallas
Fort Worth and connecting
counties.
-
To aid and supplement the
work of the Texas
Association of Physical
Plant Administrators of
Universities and Colleges
(TAPPA), the Central
Association of Physical
Plant Administrators of
Universities and Colleges
(CAPPA), and the Association
of Higher Education
Facilities Officers (APPA).
-
This corporation is not
organized for the sole
benefit or use of any one
university or college. The
corporation is not intended
to be, nor will it be a
foundation.
ARTICLE IV
MEMBERSHIP, VOTING, and DUES
Section A - INSTITUTIONAL MEMBER
It is understood that membership
is through institutions, and
that institutional membership
shall be open to educational
entities that include colleges,
universities and K-12 in the
Dallas Fort Worth and connecting
counties. Persons with Physical
Plant management or supervisory
responsibility within these
institutions, which belong to
this association as the primary
contact, shall be known as
institutional members.
Institutional members are
eligible to vote and may hold
elective office. Member dues are
not required provided your
institution has an APPA
membership.
Section B - ASSOCIATE MEMBER
Associate members shall be other
professional personnel employed
in the physical plant of a
member institution. Associate
members are eligible to vote and
may hold elective office. Member
dues are not required provided
the institution has an APPA
membership.
Section C - AFFILIATE MEMBER
Affiliate membership is for
educational institutions that
are outside of the DFW
Metroplex. Education
Institutions without an APPA
membership may also use this
classification, pending approval
by the DFWAPPA Executive
Committee. Affiliate members are
ineligible to vote and may not
hold elective office. Member
dues are not required with APPA
membership. Membership without
an APPA membership is $175
annually.
Section D - BUSINESS PARTNER
Business Partner members shall
be businesses, entities or
professionals that have an
objective or purpose related to
physical plant administration
such as consultants,
contractors, suppliers, etc. The
primary objective of these
member entities will be to
provide outsourcing services to
the Institutional, Associate and
Affiliate Members. All Business
Partner members will be posted
on the DFWAPPA Web site in the
Vendor section. If granted, each
entry will indicate if the
company has previous, positive
experience with a member
institution. Business Partner
members are ineligible to vote,
hold elective office, and must
pay member dues of $175
annually.
Section E - EMERITUS MEMBERS
Emeritus membership may be
extended to any individual
member-institutional, affiliate
or subscribing - who has entered
a retirement status, after long
and faithful service to his or
her organization, and has a
record of distinguished service
to the Association of Physical
Plant Administrators 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 any 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 or
fees and are eligible to
participate in quarterly and
annual meetings with fees
waived.
Section F - Removal of Members
The Board of Directors is
responsible for maintaining the
membership roster current and
up-to-date, and for removal from
membership those who can no
longer qualify for any reason
whatsoever.
Section G – Dues
Annually, the Board of Directors
will review and determine the
amount of the annual dues
payable to the corporation by
members of each class. The
amount of the annual dues will
be announced at the annual
business meeting, and made a
part of the minutes of the
meeting for the record.
The Vice President, will contact
members during the first three
months of the renewal period 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.
ARTICLE V
OFFICERS of the ASSOCIATION
Section A - Association Fiscal Year
The Association Fiscal Year
shall begin on April 1 and shall
end on March 31 of the following
year. Terms of office are
intended to coincide with the
fiscal year.
Section B - Officers of the
Association
The Executive Board shall
consist of the following
officers: President, Vice
President, Treasurer, Secretary,
Senior Board Member, Junior
Board Member, and immediate Past
President.
Qualifications for all Officers
and Directors
All officers of the Association
must be DFWAPPA members of an
educational institution physical
plant with an active APPA
membership.
Qualifications are those
generally listed as qualities of
leadership…
President, Vice President, and
Immediate Past President, should
have executive ability; the
Secretary should be competent
with the keeping of accurate
records; and Treasurer needs to
understand the principles of
managing money. All should
believe in the worth of the
organization’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
organization and of the Board of
Directors. They should also
have the ability to “sell”
enthusiasm for the organization.
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 (every 1-year with
one-year term)
Junior Board Member (every
1-year for two-year term)
Treasurer (every two years in
odd number years)
New officers elected at the
Association’s annual meeting
officially assume office on June
1 of the year of the annual
meeting and shall serve as
follows:
-
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.
-
The newly elected Secretary
assumes the office of Vice
President, and shall serve a
one-year term and may be
re-elected. Should the
Secretary stand for
re-election at the end of
the term, the Senior Board
Member shall assume the
office of Vice-President.
-
The Treasurer shall serve a
two year term and may be
re-elected.
-
The Junior Board member
assumes the office of Senior
Board member.
It is the intention for board
members to attend all quarterly
meetings, but may not be absent
more than two meetings in one
year. 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 June 1 shall
remain the responsibility of the
outgoing officers and Board
members.
Section C – Duties
The President Shall serve as
Chairman of the Board of
Directors. The president:
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 to
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. Assumes the position of
Past President at completion of
his term of office as President.
The Vice President (President
Elect) shall serve as a member
of the Board and shall perform
the duties of the President when
that individual is absent or
unable to serve. The President
Elect shall become the President
when a vacancy in the presidency
occurs. Assumes the position of
President at completion of his
term of office as President
Elect. In addition, Chairs the
Program Committee; serves as
host and organizes the program
section of the annual general
membership meeting one year
hence. Works with the Board and
the President to select timely
subjects. Proposes to the
President names of potential
committee members, arranges for
speakers, and prepares programs.
Prepares the annual meeting
budget, including honorarium
considerations, committee
expenses, etc. and presents to
the Board for approval.
Authorizes expenditures in
accordance with the Board’s
direction. Assumes
responsibility of ensuring that
good communications are
maintained within the
membership.
The Treasurer shall serve as a
member of the Board and shall
perform the duties of the Vice
President when that individual
is absent or unable to serve.
The Treasurer shall become the
Vice President when a vacancy
occurs. Assumes the position of
Vice President at completion of
the term of office as Treasurer.
Is custodian of all funds of the
organization. Receives and
disburses funds (by check) on
signed “orders to pay,” as
authorized by the Board of
Directors. Gives an itemized
report of receipts and
disbursements at business
meetings. Sends out dues
notices. Prepares financial
reports for the annual business
meeting.
The Treasurer registers his
office with the State of Texas
as the registered office of the
Corporation; serves as the
registered agent of the
Corporation.
The Secretary records the
minutes of the business meetings
of the Board and of the
organization. Keeps and reads
the minutes. Serves as the
custodian of the constitution,
bylaws, rules, resolutions,
records, and papers. Prepares or
assists the President in
preparing the agenda for
meetings. Calls the roll.
Notifies committees. Maintains
organizational rosters, receives
applications, and issues
membership cards.
The Past President shall serve
as a member of the Board. Chairs
the Nominating and Special
Awards Committees.
ARTICLE VI
The BOARD of DIRECTORS
Section A - Composition of the Board
of Directors
The Board of Directors shall be
composed of 7 members: five (5)
duly elected members of the
organization will be considered
the Executive Committee to
include the President, the
Vice-President, the Treasurer,
the Secretary, and the Past
President. The two Board members
shall be elected on a staggered
basis. Each may only serve a
maximum of two-year terms. If
necessary, Junior Board members
may be elected by the Executive
Committee to fill unexpected
vacated Executive Committee
positions, but otherwise do not
automatically advance to the
Executive Committee.
Section B - Meetings of the Board
The Board shall schedule
meetings. 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 e-mail — to each Board
member, items of urgent
business. The Board may
officially ballot — by mail,
telephone, fax, or e-mail — to
the Vice President 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 registered e-mail,
notice of the called special
meeting. In either case, the
notice will schedule the meeting
location and a date not more
than one week after the notice
is sent out.
Section C - 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, monetary matters
beyond routine expenditures, and
constitutional matters, 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 may
authorize the printing and
distribution of any materials
that will be of value to the
members.
Section D - Specific Duties
-
Manage Finances:
Sources of Income - The main
sources of income are:
-
Dues
-
Registration from
meetings
-
Sustaining contributions
-
Interest on bonds and
other investments
-
Ways and means projects
-
Prepare Budgets:
The budget 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.
-
Appoint Committees
-
Maintain Membership
-
Direct Expenditures
-
Oversee business and program
activities of the
Association
Section E - Agenda for Board
Meetings
-
Call to order
-
Roll Call
-
Minutes of previous Board
meetings
-
Reports of Officers
-
Committee Reports
ARTICLE VII
COMMITTEES
Section A – General
-
At the end of each fiscal
year, all Standing
Committees cease to exist
and must be reestablished by
the Board. The President
may, with the consent of the
Board, appoint members to
these committees and shall
fill vacancies as they occur
prior to the next Board
meeting. To enhance the
effectiveness of the
Standing Committees, it is
highly desirable to identify
these committee members
prior to the Annual Meeting,
announce the slate of
Standing Committee members
to the General Membership at
the Annual Meeting, and
include the slate of members
for the record in the
minutes of the meeting.
-
The President shall
designate such temporary
committees as may be
required. Upon presenting a
final report, such
committees automatically
cease to exist. The
committees’ life may extend
from one administration to
the next. The President
appoints the members and
designates the chairmen.
-
Any number of the members of
any temporary committee may
be from the same
institution.
-
Rules of conduct for
committees include:
-
Full, free discussion
-
Only committee members,
or their invited guest,
present
-
May create subcommittees
-
May vote unfavorable
recommendations
-
May vote favorable
recommendations
-
May ask for more time
Section B - Standing Committees
-
Nominating Committee:
This committee shall consist
of the Past President as
Chairman, Vice-President,
and three voting members not
on the Board. This committee
is charged with identifying
a slate of officers, as
required by ARTICLE FIVE,
Section B.
Three 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.
-
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 DFWAPPA and
reviewing nominees for
membership emeritus status.
To be selected for
outstanding service
recognition, individuals
must be a member of DFWAPPA,
TAPPA or of the Association
of Higher Education
Facilities Officers (APPA).
The Board shall determine
whether the value of such
service, duty, or assistance
is sufficient to merit the
award of a distinguished
service certificate. If so
determined, the President
shall award, at the next
regular meeting, a suitably
engraved “Distinguished
Service Certificate,” 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
Certificate. No more than
two Distinguished Service
Certificates shall be
awarded in any one fiscal
year.
This committee is also
responsible for reviewing
and validating nominations
for emeritus membership, in
accordance with the guidance
in ARTICLE FOUR, Section E.
-
Bylaws Committee:
This committee consists of
one director as chairman, a
second Board member, and
three members not on the
Board. It may be appointed
from time to time, to review
the bylaws at the Board’s
direction, or in response to
requests from the membership
in accordance with ARTICLE
TEN of the Bylaws. The
committee will report back
to the Board, and to the
Association at the annual
business meeting. Proposed
bylaws amendments
originating at the annual
business meeting and
referred to the committee
shall be reported back
directly to the membership
for final action.
-
Program Committee:
This committee consists of
the President Elect, as
chairman, who will select
members as required and
identify them to the Board.
It shall be responsible for
organizing meetings and
workshops, developing
programs, arranging for
speakers, and conducting the
activities of the assembly,
other than business
meetings.
-
Scholarship Committee:
Scholarship
committee consist of the President, Senior Board member and two
active DFWAPPA facilities
members. Scholarships will
be awarded in accordance
with the guidelines in
Article XI, Section D.
ARTICLE VIII
ANNUAL MEETING
Section A – Time
The annual meeting shall be held
during May, each year. This
meeting shall set aside time to
discuss official business, to
receive committee reports, elect
officers, and carry out other
items of business.
Section B – Agenda
The agenda for the official
annual business meeting shall
include:
-
Call
to Order
-
Opening Ceremony (optional)
-
Review and approval of the
minutes of the previous
annual meeting by the
Secretary.
-
Announcements
-
Reports: Committee reports
should be prearranged and
printed for the membership
before the meeting.
-
Treasurer Report - Presents
a report of receipts and
disbursements, totals, and
balance on hand in various
funds.
-
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.
-
Other Business
-
Election of Officers and
Directors. (ARTICLES V and
VI)
-
Announcement of Standing
Committee members. (ARTICLE
VII)
-
Announcement of dues for the
coming year. (ARTICLE IV)
ARTICLE IX
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
-
For
annual or other Association
business meetings, a quorum
exists when 25% of the
member institutions are
represented by at least one
voting member.
-
For Board of Directors
meetings, a quorum exists
when a majority of the Board
is present.
ARTICLE X
AMENDMENTS
Section A - Processing and Handling
Amendments to the Bylaws may be
proposed by the Board of
Directors, or by any member. The
Board or member shall forward
proposals to the Secretary, 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.
Section B - Bylaws Changes
1. Proposed amendments to the
Bylaws received no less than 30
days before the annual meeting
shall likewise be referred to
the Bylaws Committee and
forwarded to members as provided
for constitutional amendments.
Proposed amendments not received
in time, shall be presented
directly at the annual meeting,
pending Board approval.
2. Amendments to the Bylaws may
be presented at any regular
meeting and may be proposed from
the floor. In this event, after
discussion and referral to the
appropriate committee for review
and rewording, it should be
brought to a vote. Provided a
quorum is present, an amendment
to the Bylaws may be adopted by
a two-thirds majority vote.
Section C - Mail Ballot
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. In the event this
cannot be accomplished during
the annual meeting and the
matter remains as unfinished
business, an Association e-mail
ballot will 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 or e-mail to
the membership.
ARTICLE XI
CONTRACTS, CHECKS, DEPOSITS, and
FUNDS
Section A – Contracts
The Board of Directors may
authorize on a case by case
basis any officer or officers,
agent or agents of the
corporation, 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
corporation. Such authority may
be general or confined to
specific instances.
Section B – Checks
All DFWAPPA preprinted checks,
drafts, or other orders for the
payment of money, notes, or
other evidence on indebtedness
issued in the name of the
corporation, or agents of the
corporation, shall be certified
in such a manner as shall from
time to time be determined by
resolution of the Board of
Directors. In the absence of
such determination by the Board
of Directors, such instruments
shall be signed by the
Treasurer, the President, or the
Vice President of the
corporation.
Section C - Deposits and Funds
All funds of the corporation
shall be deposited from time to
time to the credit of the
corporation in such banks, trust
companies, or other depositories
as the Board of Directors may
select.
The Board of Directors may
accept, on behalf of the
corporation, any contribution,
gift, bequest, or device for the
general purposes, or for any
special purpose of the
corporation. The Board of
Directors must be made aware of
receipt of funds within 24
hours, or the next business day.
1.
Sources of scholarship
funding:
-
Business partner’s donations
-
Fifty percent (50%) of net
profits of DFWAPPA fund
raiser
Section D – Scholarships
Scholarships will
be awarded to Facility
Institutions of DFWAPPA on the
behalf of a facility member.
These scholarships can be used
for attending conferences of
APPA, CAPPA, TAPPA, DFWAPPA or
any type of educational
training/events to assist in
paying registration/fees, hotel,
meals, transportation etc.
associated within the scope of
facilities/physical plant
professions.
1.
A
minimum of two (2) Scholarships will
be awarded annually (As Funds
Allow).
2.
Criteria for applying for
scholarship
-
Applications must be submitted
to the President for DFWAPPA.
-
Applicants must be a DFWAPPA
member and have attended at
least 2 meetings in
the
year prior to their application.
-
Applicant must work in the
Facilities department of their
educational institution.
-
Their school has to be a member
of APPA
ARTICLE XII
CERTIFICATE of MEMBERSHIP
Section A - Certificates of
Membership
The Board of Directors may
provide for the issuance of
certificates evidencing
membership in the association,
which shall be in such form as
may be determined by the Board.
Such certificates shall be
signed by the President or
President Elect, and shall be
sealed with the seal of the
association. The name and
address of each member and the
date of issuance of the
certificate shall be entered on
the records of the corporation.
If any certificate shall become
lost, mutilated, or destroyed, a
new certificate may be issued
therefore on such terms and
conditions as the Board of
Directors may determine.
Section B - Issuance of Certificates
When a member has been elected
to membership and has paid any
initiation fee and dues that may
be required, a certificate of
membership shall be issued by
name and to the member by the
Secretary, if the Board of
Directors shall have provided
for the issuance of certificates
of membership under the
provisions of Section A of this
Article.
ARTICLE XIII
BOOKS and RECORDS
The Corporation 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. It shall
keep at the registered office a
record giving the names and
addresses of the members
entitled to vote. All books and
records of the corporation may
be inspected by any member, or
their agent, or attorney, for
any purpose, at any reasonable
time.
ARTICLE XIV
SEAL
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
corporation and the words
“Corporate Seal of the DFW
Educational Facilities
Association”.
ARTICLE XV
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.
ARTICLE XVI
DISSOLUTION of RESIDUAL FUNDS
In the event of dissolution of
the DALLAS FORT WORTH
EDUCATIONAL FACILITIES
ASSOCIATION (DFWAPPA), any
residual funds, after all
obligations have been met, will
be transferred to the Texas
Association of Physical Plant
Administrators of Universities
and Colleges (TAPPA).
|
