TTIA - Bylaws

Association Bylaws

BYLAWS OF THE
TEXAS TURF IRRIGATION ASSOCIATION
AS AMENDED 9/20/2006

OBJECTIVES

The Texas Turf Irrigation Association (TTIA) is a voluntary organization formed to:

ARTICLE ONE - MEMBERSHIP

Definition: Hereafter, the term “Board” will mean all the voting officers and trustees of the TTIA.

SECTION 1.		The following shall be the Bylaws of the Texas Turf Irrigation Association, organized under the Non-Profit Corporation Act of the State of Texas and hereinafter called the TTIA.

SECTION 2.		Membership of the TTIA shall be divided into the following categories:
		A. Voting Member - Any individual who is a licensed irrigator or Manufacturer/Supplier, whose dues are current. All members in good standing are entitled to one vote on any matter or election before the TTIA membership. Voting and Absentee ballot procedures are:
		Votes may be cast in person or by a properly executed absentee ballot. Absentee ballots shall be mailed to all active members in good standing at least thirty (30) days prior to any membership vote. Absentee ballots shall be delivered to the Executive Director 7 days prior to the meeting. Absentee ballots are to be counted jointly by the Executive Director and the Secretary and the results shall be confidential until the floor vote. A member who is not current on his/her dues at least 90 days prior will not be eligible to vote.
		B. Associate Member - Any retired Irrigator, Student, Government Employee or Educator. (Non-Voting Membership)
		C. Honorary Member - Any individual meeting the criteria established by the Board who has made significant contributions toward the furthering of ideas, goals and professionalism of the landscape irrigation industry. (Non-voting)
		D. Membership Termination ~~- Provisions governing the suspension and/or expulsion of a member shall be determined by the Board’s standing rules.~~The Board of Directors, by affirmative vote of a majority of all the members of the Board present, may terminate or refuse the membership of any member whenever the Board, in good faith, determines that any of the following events have occurred:
		resignation of a member; failure of a member to pay dues, fees, or assessments in the amount set by the Board; violation of a criminal law; violation of local, state, or TCEQ regulations; violation of TTIA code of conduct; violation of TTIA code of ethics; or any occurrence of any event that renders a member ineligible for membership, such as termination or suspension of the member’s, contractor’s, or irrigator’s license. When a membership is terminated, the right to vote, advertise as a member, utilize TTIA name or logo, or otherwise participate in the TTIA is forfeited.
		E. Non-Payment of Dues - If a person is not current in TTIA dues at least 90 days prior, they will not be eligible to vote. Non-payment of dues will result in suspension of membership.

SECTION 3.		All members shall accept and adhere to the Code of Ethics as established by the TTIA Board.

ARTICLE 2 - ANNUAL MEMBERSHIP MEETING

SECTION 1.		The Annual Meeting of the membership of the TTIA shall be held at such date and place as recommended by the President and approved by the Board.

SECTION 2.		Business to be conducted at the Annual Meeting shall be, but not limited to, the following: receipt of officer reports, receipt of committee reports, election of officers and at-large trustees, and transaction of any other business that may be properly brought before the membership.

SECTION 3.		Notice of the location, time and purpose of the specific TTIA meeting will be published in the TTIA Newsletter or the website.

SECTION 4.		The Annual Meeting shall be presided over by the President. The meeting will be conducted by “Robert’s Rules of Order”.

ARTICLE 3 - BOARD MEETINGS

SECTION 1.		The President, upon being elected, will submit suggested Board Meeting dates and locations to the Board for approval. These approved meetings will be published in the TTIA Newsletter and the website.

SECTION 2.		The TTIA is a Board-run association and all actions must be approved by the Board.

SECTION 3.		The Board shall develop standing rules by which to conduct Board meetings and necessary business of TTIA. These rules can be changed without amendment to the Bylaws and require three-fifths (3/5) majority vote as long as the rules do not conflict with the Bylaws.

SECTION 4.		The Board shall develop a Code of Conduct to govern the actions of all Trustees.

SECTION 5.		The President shall preside over the Board Meeting and the meeting shall be conducted by the “Robert’s Rules of Order.” A majority of the members of the Board in attendance shall constitute a quorum for the transaction of business. Should a quorum not be possible, the Board can conduct regular business and vote on various issues. Any issues that are passed must be reviewed and voted on again at the next meeting where a quorum is in effect.

SECTION 6.		Business to be conducted at the Board meeting shall be, but not limited to, the following: receipt of officer reports, receipt of committee reports, and transacting any other business that may be properly brought before the Board. Only Trustees and Officers will be allowed to vote on issues at regular Board meetings.

SECTION 7.		All matters brought before the Board must be passed by three-fifths (3/5) majority vote. (Exceptions: (1) Code of Conduct violations which require only a simple majority vote and (2) any matter to be sent to the Membership for a vote requires two-thirds (2/3) majority vote from the Board.)

ARTICLE 4 - SPECIAL MEETINGS

SECTION 1.		The President or any Trustees may call a special meeting with a simple majority vote of support of the Board. Notice of at least 72-hours must be given prior to the meeting.

SECTION 2.		Notice will be made by telephone, email or fax. The time and location of the special meeting will be chosen to facilitate the travel for the majority of the Board.

SECTION 3.		In the event of an emergency situation that requires immediate action, an electronic conference call meeting may be held with at least two hours notice.

ARTICLE 5 - BOARD OF TRUSTEES

SECTION 1.		The Board, and all such subsequent Boards, unless changed by amendment to these Bylaws, shall consist of duly elected representatives from the local associations that are members of TTIA.

SECTION 2.		Qualifications for a Trustee shall be:
		A. hold a current membership in the TTIA B. must commit to attending all Board meetings C. pledge to take an active role in the management TTIA business D. pledge to conduct himself or herself according to the TTIA Code of Conduct E. pledge to set aside personal and business interests to achieve the objectives of TTIA.

SECTION 3.		A Trustee who is not present at two of any regular scheduled Board meetings during one year (January 1 through December 31) will automatically vacate that position.

SECTION 4.		At any meeting of the TTIA, a Trustee may be removed from office only if the Code of Conduct is violated by the affirmative vote of a simple majority of all Trustees present.

SECTION 5.		Any Trustee that has been removed either by the TTIA Board or by the local association he/she represents will not assume any officer position or chairmanship.

SECTION 6.		If a local association that is a participant of TTIA cannot or will not fill said Trustee position, the Board can fill that position at any meeting until which time said association can or will fill that position.

SECTION 7.		The duly elected board can appoint 4 at-large Trustees per the standing rules.

ARTICLE 7 – OFFICERS

The term of office for all officers shall be one year or until their successors are elected by the Board of Trustees. If a Trustee, who is an Officer, is removed by his/her local association, the Board must re-appoint that position. The Officers will come only from the duly elected representatives of the local association.

The Board of Trustees at the end of the year or the annual meeting, whichever is later, shall nominate and elect the President, Vice-President, Secretary, Treasurer, and Education Chair.

SECTION 1.

PRESIDENT

A.	The President shall be the presiding officer of the TTIA. He will be chairman of all meetings of the TTIA.
B.	The President, upon being elected, shall present a list of standing committees, a proposed budget, and goals for the coming year, to the Board for approval.
C.	Sixty (60) days after the Officer’s election, the Officers will present an itemized budget to the Board for their approval.
D.	The President will prepare an agenda for each meeting and will be responsible to have all Committee chairs report actions of their committees to the Board.

SECTION 2.

VICE-PRESIDENT

A.	The Vice-President shall act as President in the President’s absence.
B.	The Vice-President shall chair the Long Range Planning Committee.

SECTION 3.

SECRETARY

The Secretary will record the minutes of all TTIA meetings. The minutes will be mailed (faxed or emailed) to the Board prior to the next meeting.

SECTION 4.

TREASURER

A.	The Treasurer will assume all responsibility for the financial transactions of the TTIA. A financial report will be submitted to the Board at each Board meeting.
B.	The Treasurer will submit a current statement of the financial condition at all scheduled board meetings as well as the TTIA annual general membership meeting.
C.	Procedures
	Authorized signatures on all account documents will be the President, Vice-President and the Treasurer. The Board will select the bank which will be used by the TTIA and will determine the disposition of all TTIA funds. TTIA disbursements will be made by check drawn on the TTIA’s requiring the dual signatures of any two of the authorized signatures. A Petty Cash account in an amount established by the Board may be used for disbursements for day to day expenses of less than $250.00 The Treasurer will submit a request for replacement of the petty cash funds by submitting a statement to the Board. An approved TTIA credit card can be used for expenses approved by the Board.

SECTION 5.

EDUCATION CHAIRMAN

A.	The Education Chairman will be responsible for all TTIA CEU programs.
B.	The Education Chairman will act as the coordinator for any educational program sponsored by the TTIA.

SECTION 6.

COMMITTEES

A.	All Committee Chairs must be duly elected representatives.
B.	Any TTIA member can be appointed to sit on a Committee.

SECTION 7.

EXECUTIVE DIRECTOR

A.	The job description and responsibilities of the Executive Director shall be defined in the Standing Rules.

ARTICLE 8 - TTIA SPONSORED PROJECTS AND SERVICES

SECTION 1.		The Board may, from time to time, sponsor certain programs for the memberships behalf when such programs will provide the membership extended services or reductions in costs.

SECTION 2.		These programs will not require acceptance by any one member or of the General Membership and will not be obligated to said programs.

SECTION 3.		Each Program adopted must be reviewed and approved by the Board annually based upon the merit of the program and the relative value to the membership.

ARTICLE 9 - TTIA EXPENSES

SECTION 1.		The Trustees of the TTIA may be reimbursed for certain expenses which are incurred in the performance of their duties. Prior approval from the Board for the expense must be made in writing.

SECTION 2.		Expenses will be generally identified, but are not limited to the following: long distance phone calls, airline tickets, mileage, lodging expense and such other expenses as approved by the Board.

SECTION 3.		For payment of expenses, the Trustee will submit an expense report with all receipts and supporting documents and approval by the Board.

ARTICLE 10 - LOCAL ASSOCIATION

STATEMENT: It is obvious that the TTIA and local irrigation associations play a dual role in maintaining and promoting the irrigation industry’s best interest in Texas. It is important that a working relationship be maintained so that the two bodies can exchange information and services.

SECTION 1.

The TTIA and local associations will remain separate and independent bodies according to their own rules and regulations.

SECTION 2.

The TTIA Board will be composed of representatives from the local associations which have been accepted by the Board for participation.

SECTION 3.

A new local association may petition for participation after one year of legitimate formation and organization.

A.	Upon approval, the new association shall have one duly elected Trustee on the TTIA Board.

SECTION 4.

The TTIA may form a committee to foster and/or promote a new association of a non-represented area of the State.

ARTICLE 11 - FISCAL YEAR

SECTION 1.

The fiscal year of the TTIA shall begin on the 1st day of January each year and shall end on the 31st day of December of that same year.

ARTICLE 12 - CORPORATE SEAL

SECTION 1.

The official seal of the TTIA shall have inscribed thereon the name of the TTIA and the year of incorporation. The Board shall determine which form and other words and/or figures the seal should contain.

ARTICLE 13 - AMENDMENTS

SECTION 1.		The Board may propose changes to the Bylaws at any meeting at which a quorum is present and with a two-thirds (2/3) affirmative vote of the quorum.

SECTION 2.		A copy of the proposed amendment(s) must be published in the TTIA Newsletter or TTIA website at least thirty (30) days prior to the Board vote.

SECTION 3.		The Membership, at the Annual Meeting may instruct the Board to change the Bylaws by a motion being duly made, seconded and passed by two-thirds majority of the voting membership present. The Board will vote to amend the Bylaws accordingly at the next Board meeting.

ARTICLE 14 - INDEMNIFICATION

SECTION 1.

Any person who is or shall be or shall have been a trustee or officer of the TTIA shall be indemnified by the TTIA for all expenses and costs (including attorney’s fees) actually and necessarily incurred by him/her in connection with any claim asserted against him/her by action in court or otherwise by reason of his/her being or having been such a trustee or officer, except in relation to matters as to which he/she shall have been guilty of negligence or misconduct with reference to the matter in which indemnity is sought.

ARTICLE 15 - TERMINATION OF THE CORPORATION

SECTION 1.		Should it become necessary to dissolve the TTIA, it shall be the responsibility of the Board to resolve all matters pending and to dispose of the assets and funds of the TTIA.

SECTION 2.		After twenty (20) days notice has been given to all officers and Trustees, a special meeting shall be called. The provisions of these Bylaws will be waived and the Trustees will vote for continuation or dissolution.

SECTION 3.		If the Board votes for dissolution, an accounting of the TTIA’s assets shall be determined and the assets shall be disbursed equally among regular membership, whose membership is current.

SECTION 4.		The Board will make arrangements to store all remaining documents. Antique and Historical Displays may be donated to any suitable recipient.