2017 Proposed Bylaw Changes

As part of the TPTA Vision and Mission, we are always looking at ways to improve and bring value to the organization and our members.

The bylaw committee has recommended updates to the TPTA by-laws. While some of the updates consist of cleaning up the language, there are some substantial changes that are outlined in the table below.

You may review the current bylaws online below. The proposed bylaws are available by clicking on the radio button below.

We will be asking regular members to vote on the proposed bylaws by e-mail starting March 21, 2017. Voting will close on April 1, 2017 and the result will be announced at the annual business meeting on April 4, 2017 in Fort Worth.

We thank you for your participation!


Current TPTA Constitution & Bylaws

Listed below is an index of the official Constitution and Bylaws of the Texas Parking and Transportation Association as ratified at the Texas Parking Association 2011 Conference held March 30th through April 1st in Dallas, Texas.  

Article I
Article II - Purpose
Article III - Board of Directors
Article IV - Committees
Article V - Board Meetings
Article VI - Officers
Article VII - Members
Article VIII - Rules of Procedure
Article IX - Fiscal Matters
Article X - Amendments
Bylaw No. 1 - International Parking Institute


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

As set in the Association's Amended and Restated Certificate of Formation (the "Certificate of Formation"), the purpose of the Association is as follows: 
A.    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.
B.    To educate the members and their customers about the importance and impact of parking and transportation in general and promote industry best practices.
C.    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. 
D.    To act for and regularly coordinate with all members as an information source on issues of interest to our members.
E.    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 imple¬mented 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.


Article IV Committees

(1)       Standing Committees in General
 
A.        The Association shall have six (6) standing committees which shall assist the Board of Directors in carrying out the management of the Association:  The Executive Committee, the Elections Committee, the Membership Committee, the Conference and Trade Show Host Committee, the Communications Committee, and the Rules Committee. 
B.        The members of the Executive Committee shall be appointed as provided below.  For committees other than the Executive Committee, unless otherwise provided below, the Board of Directors shall appoint a Director as the Chair of the committee, and the Chair of the committee shall select the remaining members of the committee from the membership list of the Association, for approval by the Board of Directors. 
C.        Committees shall meet upon call of the Board of Directors or the Chair of the Committee, review the activities of the Association in the Committees’ respective areas, and make recommendations to the Board of Directors for the Board's final approval (except in the case of the Executive Committee, which shall exercise the authority of the Board of Directors without the need for the Board’s final approval).
D.        The Chair of each committee shall ensure that minutes of the committee meetings are taken and shall present a copy of the minutes to the Secretary within the two weeks following the meeting. Committee meetings shall be open to all members of the Board of Directors.
(2)        Makeup and Purposes of Standing Committees
A.        Executive Committee.  Members of the Executive Committee shall be comprised of the President and two other Directors selected by the President, without the need for approval by the Board of Directors.  The Executive Committee shall have and exercise the authority to act on behalf of the Board of Directors between regular meetings of the Board of Directors, provided that no action taken by the Executive Committee shall be contrary to the Bylaws or the Certificate of Formation.  All action taken by the Executive Committee shall be reported to the full Board of Directors as soon as practical.
B.       Elections Committee. Members of the Elections Committee shall be comprised of the Executive Director
(who shall be the Chair) and two voting members in good standing.  Such two voting members shall be selected by the Executive Director and approved by the Board of Directors.  The Elections Committee shall be responsible for conducting the annual election to fill vacant Board of Director positions.
C.       Membership Committee.  The Membership Committee shall consist of two members not currently serving on the Board, and a Chair who is a duly elected member of the Board of Directors.  The Chair shall be responsible for conducting an annual membership drive on behalf of the Association. 
D.       Conference and Trade Show Host Committee.  The Vice President shall serve as the Chair of the Conference and Trade Show Committee, unless otherwise determined pursuant to Section VI.2.D of these Bylaws.
The Vice President shall select a Co-Chair and the other members of the Conference and Trade Show Host Committee, to be approved by the Board of Directors, and who shall consist of those members necessary for planning, marketing, and conducting the annual Conference and Tradeshow.  The Chair shall be responsible for selecting the site of the annual Conference and Tradeshow.  When a site has been identified, the Committee shall appoint members to the following sub-committees: Educational Programming and Speakers, Conference Site and Hotel Accommodations, Food and Entertainment, Marketing and Communications, Golf Tournament, Transportation, Door Prizes and Giveaways and Trade Show Liaison.
E.         Rules Committee. The Chair of the Rules Committee shall be the Executive Director.  The Rules Committee shall regularly review the Certificate of Formation and Bylaws of the Association and may recommend changes or amendments to the Board of Directors. Any proposed business which affects the Certificate of Formation or Bylaws may be referred to the Rules Committee for report. 
F.         Marketing / Communications Committee.  The Chair of the Marketing / Communications Committee shall be a Director appointed by the President.  Membership of the committee can include a non-member website consultant. The Committee shall be responsible for all correspondence needed to provide members information on the Association’s activities and events and will assist in all efforts that promote the activities and purpose of the organization.  The Committee shall also be responsible for gathering pertinent information about the Association and other parking and transportation related issues and placing these items into a newsletter to be provided to all Association members four (4) times each year.  This newsletter shall be placed on the Association’s website.
(3)        Additional Committees
 The Board of Directors may from time to time designate and appoint additional standing or temporary committees by majority vote of the Board of Directors.  Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors.  The Directors may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Certificate of Formation and these Bylaws.

Article V Board Meetings

(1)       Place of Board Meetings

Regular and special meetings of the Board of Directors will be held at such time and place as the President may designate.

(2)       Regular and Special Meetings

Regular meetings of the Board of Directors shall be held as frequently as deemed necessary by the Board of Directors, but at least once each year.  Special Meetings may be called by the President or a majority of the Directors. 

(3)       Notice of Board Meetings

Notice of the date, time, and place of regular meetings shall be given to each board member by regular mail, facsimile, or e-mail no less than ten (10) days notice prior to the meeting.  Notice of the date, time, and place of special meetings shall be given to each board member using the same methods, but with no less than three (3) days notice prior to the meeting.  In the case of a special meeting, and whenever possible in the case of a regular meeting, the business to be brought before the Board shall be previously announced in the form of an agenda.

(4)       Waiver of Notice

Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened. 

(5)       Quorum

A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business.  At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Certificate of Formation or by any provision of these Bylaws, provided that in no event shall a motion carry without at least four affirmative votes. 

(6)       Voting 

Each member of the Board of Directors is entitled to one vote on any item of business brought before the Board. In case of absence, a Director may arrange for a proxy vote. The Board of Directors may instruct the Secretary to canvas the voting members, by providing a ballot in the newsletter, by mail, by email or on the Association’s website, regarding any issue, as the Board deems necessary.

(7)       Attendance at Board Meetings

A.        Each director required to attend in person the Board meeting held during the Annual Conference and Trade Show and at least one other Board meeting per year, unless excused for good cause by the President. For all other meetings, Directors may participate via telephone, live video, or through the use of computer conferencing. 

B.        All Directors are required to attend the Annual Conference and Trade Show and the Annual Business Meeting, unless excused for good cause by the President.

(8)        Actions without a Meeting

A.        Any action required or permitted to be taken by the Board of Directors or a Committee under the Texas Business Organizations Code, the Certificate of Formation, and these Bylaws may be taken without a meeting, if the required number of Directors or Committee members consent in writing (such consent to set forth the action to be taken and the date of each Director’s or Committee member’s consent) to such action, subject in the case of votes by e-mail to the procedural rules set forth below.  Consent provided by e-mail shall be considered consent in writing for this purpose. The number of Directors or Committee members required to take action by written consent shall be the number of Directors or Committee members that would necessary to take such action at a meeting at which all of the Directors or Committee members are present and voting.  Prompt notice of the taking of an action by Directors or Committee members without a meeting by less than unanimous consent shall be given to each Director or Committee member who did not consent in writing to the action. 

B.        For written consent by e-mail to proposed action, the following procedural rules shall apply:

1. A Director or Committee member, as the case may be, in good standing shall make a proposed motion.

2. Another Director or Committee member, as the case may be, must second the motion.

3. The motion shall stay open for two (2) business days for discussion, unless the requisite number of votes sufficient to approve or disapprove the notice are sooner received from Directors.

4. After the discussion period, the Secretary or President in the case of the Board of Directors, or the Chair in the case of a Committee, will call for a vote.

5. Voting will remain open for one (1) business day.

6. After the prescribed time, the President or Secretary in the case of the Board of Directors, or the Chair in the case of a Committee will affirm whether the motion is approved or denied.


Article VI - officers

1)        Roster of Officers
The Association shall have a President, Vice President, Executive Director of the Board of Directors, Secretary, and Treasurer. The Association may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors. 
(2)       Election, Terms, and Removal of Officers
A.        All officer positions will be filled by vote of the Board of Directors, and anyone duly elected to the Board of Directors by the membership is eligible to hold any officer position, other than the Executive Director position, which shall be filled by the immediate past President of the Association.  Directors interested in serving as an officer must state their interest to the President and Secretary.  Nominations for officer may be made by the person willing to serve as an officer or by any other Director and must be seconded by at least one other member of the Board of Directors.  Election of all officer positions shall be by majority vote and will be held by secret ballot at the Board of Directors meeting held during the Annual Conference and Trade Show.  The new officers will be presented at the Annual Business Meeting to the general body membership.
B.       The President and the Executive Director each shall serve two-year terms, and all other officers shall serve one-year terms.  Any officer may be re-elected to the same office or any office, which he or she has previously held, except that no person can serve as President for two consecutive terms or as Executive Director for two consecutive terms.  In the event the President is elected for a second consecutive one-year term, the Executive Director also shall serve for a
second consecutive one-year term. 
C.        The Board of Directors may remove any officer or agent whenever in its judgment the best interest of the Association will be served, thereby, such removal shall be without prejudice. Removal may be effected by a majority of the entire Board of Directors.
(3)       Vacancies
If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote at a regular or special meeting of the Board of Directors, or by written consent.
(4)       President
The President shall be the principal officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. In the absence of the President, the Vice President will preside. In the absence of the President and the Vice President, the Executive Director will preside.  The President will direct and perform all duties incident to such office and such other duties as may be provided in the Certificate of Formation or these Bylaws or as may be prescribed from time to time by the Board of Directors.
(5)       Vice President
The Vice President shall assist the President in the discharge of the duties of the office as the President may direct, and perform such other duties as may be provided in the Certificate of Formation or these Bylaws or as may be prescribed from time to time by the Board of Directors.  In the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall assume the duties of the President and when so acting, shall have the powers of and be subject to all restrictions upon the President. The Vice President will serve as the Chair of the Conference and Trade Show Committee, unless agreement is reached between the President and the Vice President that another Board member is better suited to serve as the Chair of the Annual Conference and Trade Show Committee.
 (6)       Executive Director
 The Executive Director shall be the immediate past President of the Association.  The Executive Director shall be responsible for keeping the Certificate of Formation and Bylaws and amendments thereto, and shall be a member and the Chair of the Elections Committee. The Executive Director shall direct and perform such other duties as may be provided in the Certificate of Formation or these Bylaws or as may be prescribed from time to time by the Board of Directors.
(7)       Secretary
The Secretary shall be responsible for keeping all Association records as well as the minutes of the official meetings of the Association and the Board of Directors.  The Secretary shall be responsible for Association correspondence and shall receive a copy of all correspondence received or written by any member of the Board of Directors on behalf of the Association.  The Secretary will perform such other duties as may be required by law, as may be provided in the Certificate of Formation or these Bylaws, or as may be prescribed from time to time by the Board of Directors. 
(8)       Treasurer
The Treasurer shall collect, have custody of and be responsible for all monies due the Association and will prepare financial statements as required by the Board, by law, and by the Certificate of Formation and these Bylaws. The Treasurer also shall be responsible for the timely filing of all federal, state, and local tax returns and information returns that the Association is required to file by law. The Treasurer will perform such other duties as may be required by law, as may be provided in the Certificate of Formation or these Bylaws, or as may be prescribed from time to time by the Board of Directors.  The Treasurer shall pay all bills when approved by the Board of Directors, President, Vice President and/or Executive Director. The Treasurer shall forward a statement of dues to each member sixty (60) days in advance of the end of the fiscal year and shall make an annual financial statement to the Board of Directors.
(9)       Signing Authority
Each of the President, Vice President, Executive Director, Treasurer and Secretary shall be an authorized signatory of each checking, savings and investment account of the Association. The amount and/or number of checks that may be signed by such officers shall be subject to limits as may be established by the Board of Directors.


article vii - members

(1)       Membership Categories and Eligibility
There shall be three categories of membership in the Association: Regular, Associate, and Delegate. To be eligible for any category, the purpose of an applicant or member must not be in conflict with the objectives of the Association set forth in the Certificate of Formation and/or these Bylaws. All individual members that are part of an organization are representatives of those organizations.  When the named individual leaves his or her organization or the Association, the membership will remain with the organization.  The categories of membership are described as follows:
 
A.        Regular Member – Voting Privileges.  Regular members may be the representatives of municipalities or other government bodies or parking authorities, transportation authorities, boards, bureaus, commissions or departments, including but not limited to universities, colleges, airports, hospitals, stadiums and auditoriums, or other such organizations.  Regular members may also be the representatives of corporations, consultants, private developers or individuals engaged in supplying goods or services to the parking and transportation industry or interested in or involved with the operation and development of institutional or municipal parking, whether for profit or otherwise and who support the objectives of the Association  Regular members also may be the representatives of institutions having similar responsibility for the establishment, operation, maintenance, control or direction of public parking.  Each regular member shall be entitled to one vote on each matter submitted by the Board of Directors to a vote at the Annual Business Meeting (defined hereafter) or any special meeting of the regular members (a “Special Membership Meeting”), except to the extent that the voting rights are limited or denied by the Texas Business Organizations Code or the Certificate of Formation.  A regular member shall pay a membership fee as set by the Board of Directors.
 
B.        Associate Member – No Voting Privileges.  Associate members shall be individuals or representatives of organizations that are not regular members.  Associate members shall not have any right to vote on matters submitted by the Board of Directors to the regular members.  An associate member shall pay a membership fee as set from time to time by the Board of Directors.
 
C.        Delegate Member – Proxy Voting Privileges.  A delegate member is a representative named by a regular member who is authorized to vote for the regular member.  When a regular member has failed to name a delegate member, the President may designate the delegate member and advise the Secretary thereof until the regular member names a replacement.  A delegate member shall have the right to vote as proxy for the regular member on each matter submitted by the Board of Directors to a vote at the Annual Business Meeting or any Special Membership Meeting, except to the extent that the voting rights are limited or denied by Texas Business Organizations Code or the Certificate of Formation.  A delegate member shall not be required to pay a membership fee to the Association.

(2)       Admissions to Membership
Application for membership shall be submitted to the Membership Committee Chair or Treasurer.  If an applicant is denied membership, the Membership Committee Chair shall inform the full Board of Directors as to the reason for denial.  An appeal of a denied membership shall be made to the full Board of Directors. 

(3)        Termination of Membership
Membership may be terminated by a member organization upon written resignation to the Membership Committee Chair (or Treasurer), but such resignation shall not relieve the member organization so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

(4)       Expulsion of Members
A.        Membership shall terminate for non-payment of dues upon recommendation by the Membership Committee Chair and after action of the Board of Directors. Such action shall be considered if a member's dues or special assessments become sixty (60) days in arrears.  Any member who has become delinquent may be reinstated by full payment of the current year's dues, with the approval of the Board of Directors. The Membership Committee Chair and/or the Treasurer shall be responsible for keeping the President and Board of Directors informed as to those member’s delinquent and those eligible for reinstatement.  
 
B.        Where a member is found to have acted in such a manner as to be prejudicial to the objectives of or to the successful operation of the Association, or in any way discredits the Association, the Board of Directors may suspend or expel the member. 

(5)       Dues  
Dues of all members shall be due and payable on January 1st of each year and shall become delinquent on the last day of February of the same year.  Dues are not refundable other than for inadvertent duplication or unauthorized admission.  The Board of Directors will determine the annual dues rates, delinquent fees, conference fees, and meeting fees.  These fees will be posted on the Association’s website. 
 
(6)        Voting Rights of Regular Members
Each regular member of the Association shall be entitled to one vote on each matter submitted by the Board of Directors to a vote at the Annual Business Meeting (defined hereafter) or a Special Membership Meeting, except to the extent that the voting rights are limited or denied by the Texas Business Organizations Code or the Certificate of Formation.  No member shall be entitled to any dividend or any part of the income of the Association or to share in the distribution of the corporate assets upon dissolution.  The Board of Directors has the discretion to decide which, if any, matters shall be submitted to the regular members for a vote, subject to the requirements of the Texas Business Organizations Code.
 
(7)        How Regular Members Can Legally Act
 The regular members may act only at a properly called meeting of the regular members (either the Annual Business meeting (defined hereafter) or a Special Membership Meeting) where a quorum is present.  At such a meeting, a vote of a majority of the regular members in attendance shall be an act of the membership, except that a two-thirds majority of the regular members in attendance shall be required when mandated by the Texas Business Organizations Code or these Bylaws.  The attendance of ten percent (10%) of the regular members shall constitute a quorum for the conduct of business at either the Annual Business Meeting (defined hereafter) or a Special Membership Meeting.
 
(8)       Regular Membership Meetings     
 The Membership shall meet at least once a year, at the Business Meeting held at the Association’s Annual Conference and Trade Show (the “Annual Business Meeting”), at a time designated by the Board of Directors, for the purpose of transacting any business that the Board of Directors may submit to the members.

(9)        Notice of the Annual Business Meeting
 Written notice of the Annual Business Meeting shall be given not less than 30 calendar days nor more than 60 calendar days before the date that such meeting is to be held Such written notice shall be delivered by mail, in person, by facsimile, or by e-mail, and shall state the place, day, and time of the meeting. 
 
(10)     Special Membership Meetings
Special Membership Meetings may be called at any time by the President, by a majority of the Board of Directors, or upon written request of 10% of the regular members.
 
(11)     Notice of Special Membership Meetings

Notice of Special Membership Meetings shall be given in the same manner as notice for the Annual Business Meeting as provided for above, except that the notice shall be required to contain the purpose for which the meeting is called.       
 
(12)     Motions
Except as otherwise provided by law or in these Bylaws, all regular members shall have the right to submit a motion to vote on a proposal at the Annual Business Meeting or at a Special Membership Meeting, by providing the proposal to the Board of Directors at least seventy-five (75) days in advance of the Annual Business Meeting, or sufficiently in advance of a Special Membership Meeting in order for the proposal to be included in the notice of the meeting.


article viii - rules of procedure

(1)       Parliamentary Manual
 
The proceedings and business of the Board of Directors and members shall be governed by Robert's Rules of Order, Revised unless otherwise provided herein.
 
(2)       Standing Rules
 
Standing rules for meetings of the Board of Directors or of the membership, as applicable, shall be adopted by a majority vote of the Board of Directors or of the voting members at any duly constituted meeting, respectively. Such rules may be reconsidered, amended or rescinded in the same manner.
 
(3)       Suspension of Standing Rules
 
Standing rules of the Board of Directors or of the membership may be suspended for a particular meeting only upon an affirmative vote of two-thirds of Directors or regular members, as applicable, present and voting. 
 


article ix - fiscal matters

(1)        Fiscal Year
The fiscal year for the Association will be January 1 to December 31.
(2)        Audit of Fiscal Records
 
 A.       The Board of Directors shall have an audit of the financial records and accounts of the Association and prepare an annual financial review of the Association’s financial records.  The Treasurer will prepare this report. The Board will direct an official audit of the financial records by a creditable outside agency periodically.  The financial review and or audit shall be completed in time for the Board of Directors to review and approve the review or audit before the Annual Business Meeting, and shall be presented to the membership of the Association at the Annual Business Meeting.
 
B.        The Treasurer will ensure that all federal, state, and local tax returns and information returns that the Association is required to file by law are timely filed.


article x - amendments

Except as otherwise provided, the power to alter, amend or repeal these Bylaws or to adopt new Bylaws, or to alter or amend the Certificate of Formation shall be vested in the regular members.  Proposals to alter, amend, or repeal the Bylaws or to adopt new Bylaws or to amend the Certificate of Formation must be approved by the Board of Directors at its own initiative, or upon the proposal of at least six (6) or more regular members in good standing. Such proposals regarding the Bylaws shall be effected upon the affirmative vote of a majority of the regular members present at the Annual Business Meeting or Special Membership Meeting for which at least thirty (30) days prior written notice of the proposed changes shall be given.  Such proposals regarding the Certificate of Formation shall be effected upon the affirmative vote of two-thirds of the regular members present at the Annual Business Meeting or Special Membership Meeting for which at least thirty (30) days prior written notice of the proposed changes shall be given.  


article xi - rules and parliamentary procedure

Section 1 - Parliamentary Manual
The rules contained in Robert’s Rules of Order, Revised shall govern the Association in all cases in which they are applicable and in which they are consistent with the Constitution and Bylaws or special rules of the Association.
Section 2 - Standing Rules
Standing rules shall be adopted by a majority vote at any duly constituted business meeting. They may be reconsidered, amended or rescinded in accordance with the Constitution and Bylaws or special rules of the Association.
Section 3 - Suspension of the Rules
The rules may be suspended only upon an affirmative vote of two-thirds of the regular and affiliate members present and voting.


article xii - amendments

The Constitution may be amended only by the Affirmative vote of two-thirds of the Regular and Affiliate Members voting. An amendment shall be put to a vote only after it has been proposed by the Board of Directors or five or more voting members in good standing and provided that a draft of the amendment has been distributed to the membership not less than thirty days before the annual business meeting. During consideration at the annual business meeting, the draft of the proposed amendment may be amended in any way that is pertinent to the proposals contained therein. Amendments, which will affect other items of business to be considered at the annual business meeting, shall be voted on before the other business unless ruled out of order.


bylaw number 1 - international parking institute

At no cost to the Association, Texas Parking Association will be affiliated with the International Parking Institution, a national parking Association.