Constitution & Bylaws
NATIONAL EMERGENCY NUMBER ASSOCIATION, TEXAS CHAPTER
ADOPTED AUGUST 27, 1986
(AMENDED MARCH 24, 1992)
(AMENDED November 7, 1996)
ARTICLE I – PURPOSE AND AUTHORITY
Section 1. Name, Type of Organization and General Membership Requirement
This organization shall be known as the National Emergency Number Association (NENA), Texas Chapter.
The organization is a corporation not-for-profit, composed of its constituent members as provided for in Article II of this Constitution.
Its membership shall be open to all persons who met the membership requirements of this Constitution and/or Bylaws adopted pursuant thereto.
Section 2. Purpose
The purpose of NENA, Texas Chapter, shall be to:
A.Foster the development, availability and implementation of the universal emergency telephone number, 9-1-1, common to all areas of the State of Texas, through research, planning, training, education, legislation and sharing of information; represent its members before communications regulatory agencies and policy-making bodies as appropriate; and strive toward citizens having immediate access to emergency public safety services so that safety of human life, protection of property and civic welfare are benefited to the utmost degree;
B.Aid and assist in the timely collection and dissemination of information relating to the 9-1-1 emergency number;
C.Provide for membership in this Chapter in accordance with the language and intent of its Constitution and Bylaws which are now, any may later be, in effect. Membership shall not be limited other than by classification, and shall have such rights and privileges by classifications as may be provided from time to time.
ARTICLE II – MEMBERSHIP
Section 1. Membership Designations
The membership of this Chapter shall be designated as outlined in the National Constitution and/or Bylaws.
Members shall be admitted in accordance with the National requirements set forth in the National Constitution and/or Bylaws.
All members are eligible to serve on committees if appointed.
Section 2. Dues
The dues rate for membership in this Chapter is set forth in Bylaws Article V.
Section 3. Voting and Officer Restrictions
All members of this Chapter have the right to vote: each individual member is entitled to one vote; each group membership is entitled to two votes. All members if this Chapter have the right to hold any of the elective offices.
ARTICLE III – OFFICERS
Section 1. Designation
Elective offices of the Chapter shall consist of the President, Vice-President, Secretary, Treasurer, and each of four (4) regional State Coordinators.
All offices will be filled by election at the first Meeting of the Chapter. A succession of officers, as set forth in the Bylaws, Article II, require only the annual election of a Vice-President, Secretary, Treasurer, and each of four (4) regional State Coordinators. Elections will be held at the Spring Meeting of this Chapter.
Section 2. Election Procedure
1. The Chairman of the Nominating Committee shall request nominations for particular office from the membership through a mailing to the membership at least 120 days before the Spring Meeting. Nominees must be eligible to hold the office nominated for in accord with the Constitution Article II, Section 3.
2.After receipt of nominations from the membership, the Nominating Committee will report a final slate of candidates to the membership at least forty days before the date of the Spring Meeting, together with ballots. Officers shall be elected by secret ballot from this final slate, prepared as required by Bylaws, Article IV, and this section.
3.Election ballots shall be returned to the Secretary not later than Noon of the day on which elections are scheduled to be held at the Spring Meeting. All ballots shall then be delivered by the Secretary, unopened, to the Chair of the Nominating Committee.
The full Committee will then open and count each ballot. Challenges as to the validity of any ballot shall be settled by the President. Upon completion and certification of the ballot count, the results shall be forwarded to the President.
2.4 Election to office shall be determined by receiving a simple majority (50% plus 1) of the votes cast. If more than two candidates compete for the same office and a simple majority by one candidate is not achieved, the candidate receiving the most votes shall be declared the winner.
ARTICLE IV – MEETINGS
Two meetings of the Chapter shall be held each year: in the Spring and in the Fall.
Sites and dates for the two yearly meetings of this Chapter shall be the responsibility of the Executive Board. Announcement of the site for each Spring meeting shall be made at the close of each Fall meeting; likewise, announcement of the site of each Fall meeting shall be made at the close of each Spring meeting.
ARTICLE V – TRADEMARK PROTECTION FOR THE NATIONAL LOGO
The NENA logo is a registered trademark and any use by this Chapter must be in accordance with the Constitution and Bylaws of NENA.
ARTICLE I – ELECTION OF OFFICERS
Section 1. Membership Applications
Applications for membership, and the reporting thereof, shall be executed upon standard forms as approved and directed by the Executive Board.
ARTICLE II – OFFICERS – GENERAL
Section 1. Terms of Office
Elected officers shall assume the duties of office at the conclusion of the Meeting at which they were elected, and shall remain in office until the installation of their elected successor or the investiture of their successor. Elected offices in this Chapter are limited to a maximum of three (3) elected successive years in any one position.
Section 2. Succession of Office
At each Spring Meeting, an investiture will be held wherein the person holding the office of Vice President shall succeed to the office of President.
Section 3. Vacancies in Office
1.Vacancy in the office of President shall be filled by advancement in position, provided that such fulfillment shall be in an acting capacity until the next Spring Meeting where the acting officer shall be eligible for investiture. Such acting capacity shall have no effect upon a normal term of office or eligibility.
2.Vacancies in the office of Vice President, Secretary, Treasurer, or any of the four (4) regional State Coordinator positions shall be filled by Presidential appointment as confirmed by the Executive Board, and such appointee shall perform the duties of office in an acting capacity until the next Spring Meeting.
ARTICLE III – OFFICERS (DUTIES AND AUTHORITY)
Section 1. President
The President?s power shall include authority to:
A.Carry out duties as delegated in this Article, and those policies duly adopted by the Executive Board;
B.Appoint special committees to perform tasks deemed necessary.
C.Authorize reasonable and proper expenses, up to $250.00 of any Board Member for the purpose of specific Association duties. Such authorization shall be reported to the full Board, by mail, within 72 hours.
D.Call any committee into session at any time.
In addition to such other authority, the President?s duties shall include the following:
A.Preside at all meetings of this Chapter and/or Executive Board and serve as Chair of the Executive Board;
B.Appoint committees in accordance with Article IV of these Bylaws;
C.Report on the State of the Chapter to the membership during its Spring Meeting;
D.Carry out the purposes of this Chapter as set forth in its Constitution and Bylaws;
E.Make appointments to fill vacancies in office.
The President?s parliamentary decision upon the Meeting floor shall be final, provided it not be in conflict with the Meeting rules of this Chapter and for other matters by Roberts Rules of Order to the extent practicable.
Section 2. Vice President
The Vice President must have held an elective office in this Chapter for one year prior to being elected to the office of Vice President.
It shall be the duty of the Vice President to perform all duties of the President in his/her absence. When so acting, the Vice President shall have all the respective powers and obligations of and be subject to the same duties and limitations as the President.
The Vice President shall otherwise prepare for the pending administration so as to maintain the momentum of the Association Chapter, and shall also work actively to assist the President in the conduct of Chapter affairs, and to exercise such other duties as from time to time may be delegated or assigned by the President or the Executive Board.
The Vice President shall act as a Membership Chairperson of the Chapter and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or the Executive Board.
Section 3. Secretary – Treasurer
A.Secretary: It shall be the duty of the Secretary to keep a complete roll of the membership, to receive and answer correspondence submitted to this Association; to provide for the notice and keeping of minutes and records of the Meetings of the Chapter; to serve as the Secretary for all Meetings of the Executive Board; and to perform such other duties as may be required by the Executive Board or President.
B.Treasurer: It shall be the duty of the Treasurer to receive all general funds belonging to the Chapter, to pay all bills authorized by the President and/or Executive Board, and to perform such other duties as may be required by the Executive Board or President; to submit a written financial report on an annual basis to the Executive Board for their audit and approval; to present the financial report to the membership during the business session of the Spring and Fall Meetings, and after approval by the Executive Committee; to promptly deliver all monies, books, and papers to any successor in the office or whomsoever the Executive Board may designate to receive them after such monies have been audited and all monies, books, and papers are declared in order.
C.Unified Appointment: At the discretion of the Executive Board, the offices of Secretary and Treasurer may be combined into one position. Such a move must be for the entire term of office and made in connection with approval of a Board Agenda item.
Section 4. State Coordinators
State Coordinators are empowered to perform such duties and exercise that authority delegated or assigned by the President or the Executive Board. Four coordinators shall represent North, South, East and West Texas, according to the attached designation divided by council of government territories.
Section 5. Legislative Coordinator
A Legislative Coordinator may be named by the President, with approval of the Executive Board, for the purpose of providing guidance relating to any legislation, actual or proposed, impacting 9-1-1 emergency number systems, related responding agencies, or the general field of telecommunications.
Section 6. Executive Board
The Executive Board membership shall include the President, immediate Past President, the Vice President, the Secretary, the Treasurer, each State Coordinator. Voting members of the Executive Board are limited to the Vice President, Secretary, Treasurer, and each State Coordinator. The President will only vote in the event of a tie.
Authority is hereby provided for the Executive Board, between Meetings, to perform all functions and do all acts which this Chapter might do or perform except it shall not have the power to amend the Constitution and/or Bylaws. Its decisions shall be final in matters determined “reasonable and proper.” It has power to convene or poll itself by a majority vote.
The duties of the Executive Board are as follows:
A.Make appropriate recommendations to the membership at the Meetings on matters considered by the Board since the last Meeting.
B.Review, modify as necessary, and approve the proposed budget of the Chapter, such budget to show anticipated revenues by source, anticipated expenses and the desired objective and anticipated expenses of any projects that are not a part of the regular activities of the Chapter.
The Executive Board shall meet at such times and places as the President shall designate, or as the Board itself may otherwise deem necessary by a majority vote of its members.
A meeting of the Executive Board shall not be official unless attended by a majority of its voting members.
ARTICLE IV – COMMITTEES
Section 1. Standing Committees
The members of this Committee are the immediate Past President (Chair) and the four State Coordinators.
This Committee shall report a slate of nominees for Vice-President, Secretary, Treasurer and each of four (4) regional State Coordinator positions.
The slate of nominees shall be presented to the membership in accord with the election procedure state in the Constitution Article III, Section 2.2.
Section 2. Special Committees
Special Committees may be appointed by the President as necessary. Members of these committees shall serve at the pleasure of the President, and their terms otherwise shall expire concurrently with that of the President.
Section 3. Duties of Committees
Where not otherwise specified, duties of Committees shall be designated by the President.
ARTICLE V – DUES
The annual rates for membership shall be determined as set forth in the national constitution and/or bylaws.
Section 1. Dues Rates
Dues for TENA Chapter membership are included in the NENA dues assessment.
ARTICLE VI – PROCEDURES
Section 1. Amendment Procedure
1.Statement of Restrictions
The Constitution and/or Bylaws of this Chapter may be amended only by a majority vote for the voting membership, except as provided for in Bylaws Article VI, Section 2.
A proposal to amend the Constitution and/or Bylaws of this Chapter shall be honored from any member. Errors in the format of such proposal shall not be sufficient cause for rejection.
An amending proposal shall be submitted by the maker in written form to the President, and its format shall in order be:
A.Indication of the name of the maker of the proposal;
B.Indication of the intent of the proposal;
C.Indication of the Meeting where consideration is desired;
D.Indication of the Article(s), Section(s), and Paragraph(s) of the Constitution and/or Bylaws proposed to be amended;
E.Proposed amending language.
3.Drafting of Resolutions to Amend
A resolution to amend the Constitution and/or Bylaws of this Chapter shall be based upon the required amending proposal and, with the guidance of the Executive Board, it shall be so devised and drafted by the President. A copy of the draft resolution shall be provided to the maker prior to publication for his/her concurrence.
Participation by the Executive Board and the President in these matters shall not be construed to imply their support of the measures considered therein except when the Executive Board initiates an amending resolution.
An amending resolution which has been processed with the requirements of Section 1.2 and 1.3 of this Article shall be published and distributed to all members of this Chapter no less than thirty days before the Meeting during which the resolution will be considered.
5.Quorum Revision of Resolutions
A Meeting quorum may make amendments to a resolution to amend the Constitution and/or Bylaws by means of a majority vote on each proposed resolution amendment.
6.Effective Date of Amendments
Resolutions passed and adopted by this Chapter in accord with other provisions of the Constitution and/or Bylaws shall be in force and effect upon the adjournment of the Meeting where considered and adopted, provided an exception to this effect is not otherwise contained in the language of the resolution adopted.
Section 2. Impeachment
A two-thirds majority vote of the total membership shall be required for the removal from office of an officer of this Chapter.
Section 3. Parliamentary Procedure
Upon any question coming before this Chapter not otherwise specifically provided for in the Constitution and/or Bylaws, the presiding officer shall be governed to the extent practicable by Roberts Rules of Order.
Section 4. Voting Restriction
The Executive Board shall have the right to restrict the voting privileges of block groups to negate any attempts to unfairly influence the activities of the association.
ARTICLE VII – DISBURSEMENT OF ASSETS UPON DISSOLUTION
Should the Chapter be dissolved, all assets shall be distributed to NENA, Inc., following the payment of all outstanding obligations.
ARTICLE VIII – YEARLY MEETINGS
Section 1. Meeting Quorum
The members attending a business session of a Meeting shall constitute a Meeting quorum.
Section 2. Meeting Rules
Meeting rules may be established by a majority vote of a Meeting quorum. The Meeting rules shall be part and parcel of these Bylaws provided the provisions of Bylaws Article VI, Section 1.5 are waived with respect to the Meeting rules only.
ARTICLE IX – GRANTS AND CONTRIBUTIONS
Section 1. Application for Funds
The President of the Chapter or any member designated by him/her may make application to philanthropic organizations, corporations, agencies, groups or persons for grants or contributions of funds or property for carrying out general or specific purposes of this Chapter.
No application shall be made to, or contribution received from any person or agency except after a determination by the Executive Board that a grant or contribution to the Association would be motivated by the desire to further the purposes of the Chapter and not to derive personal benefit or privilege to the donor.
Section 2. Acceptance of Grant of Contribution
Any member who may be offered a grant, or contribution, or contract for this Chapter shall immediately notify the President, but no grant or contribution shall be finally accepted by the Chapter except upon approval of the Executive Board. The terms of any such grant or contribution shall be set forth in writing and signed both on behalf of the Chapter and the donor.
Section 3. Administration of Funds
Any grant or contribution to the Chapter shall be credited to its general fund unless, under the terms thereof, a special fund is prescribed. The budgeting, receipt, custody and disbursement of any such grant or contribution shall follow the procedure defined for general funds of this Chapter, unless provided otherwise in the terms of the grant or contribution and agreed to by the Executive Board.
ARTICLE X – RETENTION OF PROPERTY INTEREST
Section 1. Retention of Title
All rights, title, and interest both legal and equitable, in and to property of this Chapter shall remain in the Chapter.
Section 2. Requirements for Return of Property
Any property of the Chapter in the possession or trust of a member or employee shall be returned immediately to the Chapter in the event of his/her death, resignation, suspension, or expulsion.