Constitution & Bylaws
Article I
These Bylaws constitute the code of rules adopted by the Texas Parking and Transportation Association (the "Association") for the regulation and management of its affaires.
Article II - Purpose
As set in the Association's Amended and Restated Certificate of Formation (the "Certificate of Formation"), the purpose of the Association is as follows:
- To maintain a statewide Association of public and private and individuals involved with parking and transportation related business in municipalities and other government bodies whether local, state or national, parking authorities, transportation authorities, boards, bureaus, commissions or departments, also including universities, colleges, airports, hospitals, stadiums and auditoriums.
- To educate the members and their customers about the importance and impact of parking and transportation in general and promote industry best practices.
- To promote the mutual interests of the members in the provision and operation of adequate, safe, efficient, convenient and economical parking and transportation alternatives as a proper and necessary function for the economic and social well being of our customers.
- To act for and regularly coordinate with all members as an information source on issues of interest to our members.
- To assist and aid Association members in dealing with parking problems and in fostering a better understanding of parking principles and practices and the interaction with transportation alternatives.
Article III - Board of Directors
(1) Powers
The Board of Directors of the Association is vested with the management of the business and affairs of the Association, subject to the Texas Business Organizations Code, the Certificate of Formation, and these Bylaws.
(2) Qualifications
Only regular members in good standing may be elected to the Board of Directors. No individual organization that is a regular member can have more than one representative on the Board of Directors. Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. The Elections Committee shall undertake such efforts as may be reasonable and practical so that the composition of the Board of Directors is as representative of the composition of the voting membership as possible (for example, including representatives from the various types of professional groups that make up the voting membership).
(3) Number of Directors
The Board of Directors will consist of no less than three (3) nor more than eleven (11) Directors. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three (3) Directors.
(4) Term of Directors
Directors shall serve terms of three (3) years, subject to the provisions regarding staggered terms below. There are no term limits and, therefore, Directors may serve any number of consecutive terms.
(5) Staggered Terms
There shall be staggered terms of office for Directors so that one-third of the directorships shall be up for election each year (or if the number does not evenly divide by thirds, the board shall be divided as close to thirds as possible). The system for staggered terms of office shall be implemented as follows: At the Annual Business Meeting (defined hereafter) in 2011, directorships one through four shall be elected for a term of one year, directorships four through eight shall be elected for a term of two years, and directorships nine through eleven shall be elected for a term of three years.
(6) Election of Directors
A. Candidates running for the Board of Directors shall state their intention to run for the board at least (90) days in advance of the Annual Business Meeting by completing the application on the Association’s website. The completed application shall be delivered to the current President or to the current Secretary. Nominations will be reviewed by the Elections Committee. If the Elections Committee finds that the applicant is a member in good standing and eligible to run for the Board, the applicant’s name will be placed on the ballot.
B. The Elections Committee shall notify the Board of Directors of the names of all eligible candidates running for the Board of Directors at least eighty (80) days in advance of the Annual Business Meeting for approval. Ballots shall be prepared and sent via email to all members of the Association at least sixty days in advance of the Annual Business Meeting. Voting reminder emails shall be sent to all members every 14 days until 14 days before the Annual Business Meeting. Ballots shall be returned in the manner specified by the Elections Committee in the notice to members, which may include, without limitations, by regular mail and by email.
(7) Resignation
Any Director may resign at any time by delivering written notice to the Secretary or President. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
(8) Removal
Any Director may be removed, either for failure to participate in meetings of the Board of Directors over time, or by a determination by the Board of Directors that such removal is in the best interests of the Association. The President will address any concern with the Director before action is taken by the Board of Directors. Removal may be effected by a majority of the entire Board of Directors, at a regular or special meeting called for that purpose.
(9) Vacancies; Increase in Number of Directors
A. Vacancies on the Board of Directors shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical.
B. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors at the next regular meeting of the Board of Directors or at a special meeting called for that purpose.
C. Any Director may make nominations to fill vacant directorships due to vacancies or an increase in the number of Directors.
(10) Compensation
Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Association, as long as a majority of disinterested Board of Directors approves the reimbursement. The Association shall not loan money or property to, or guarantee the obligation of, any Director.