Roles, duties and responsibilities of TAPVI Board

Excerpts from approved TAPVI bylaws:

ARTICLE 5  Board of Directors

Section  1.  General Powers:  In accordance with the provision of TAPVI’s Articles of Incorporation, the requirements of these bylaws, and such policies as might from time to time be duly prescribed by TAPVI’s voting membership, the affairs of TAPVI shall be managed by its Board of Directors.  The TAPVI Board of Directors (also “Board”) is vested with the management of TAPVI business, subject to the Texas Business Organizations Code, the Certificate of Formation, and these bylaws, and shall have the authority to supervise the conduct of all business, manage all property of TAPVI, and supervise the collecting, expending or investing of all funds of TAPVI, subject to the limitations imposed by applicable laws or by the Articles of Incorporation or by these bylaws.

Section  2.  Qualifications:  Board Membership shall not be denied to any person on the basis of race, creed, sex, sexual orientation, disability, religion or national origin.  Potential Board Members must be TAPVI members in good standing to be eligible for election.  Additionally, for members being considered for being elected to the Executive Committee (President, Secretary, Treasurer), previous experience serving on a non-profit board is highly preferred.

Section  3.  Number and Classes of Directors:  The TAPVI Board of Directors shall consist of

a.  a minimum of three officers:  President, Secretary, Treasurer, and a fourth officer when available:  President-elect.  TAPVI will cease to legally function if there are fewer than three officers available to serve as the Board of Directors.

b.  when available, a Past-President, who is considered a special form of a Board Member at Large.

c.  additional Board Members at Large, the number of which to be included in each annual election is to be determined by the Board of Directors based on TAPVI’s needs at the time.  Upon majority resolution of the Board of Directors, the number of Board Members 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 Board Member, or decreasing the total number of Board Members to less than three.

d.  All Board Members (Officers and Board Members at Large) shall be TAPVI Members at the time of their nomination and election.

e.  All Board Members (Officers and Board Members at Large) may only be elected to such positions

  1. by votes of the general membership at the annual general membership meetings, or
  2.  at special membership meetings when needed to fill a vacated position, or
  3.  by a 2/3 vote of the Board of Directors, or
  4.  according to Section 7 of this Article regarding Special Elections of the Board of Directors due to Vacancies.

Section  4.  Terms of Directors:  Board Members shall serve terms of three (3) years.  A Board Member may succeed him/herself for more consecutive three-year terms if re-elected.  There shall be no other term limits.  Board Members may move to other positions, or may return to the board at a future time after an absence.

Section  5.  Staggered Terms:  There shall be staggered terms of office for Board Members as follows:

  1. A new President-elect shall be elected by a vote of the general membership each year, to serve for a three-year term.  The person who is elected in a year as President-elect shall serve one year in that role, a subsequent year as President, and the final year as Past-President.  This progression happens automatically with no additional election of that person within that three-year period.
  2. A new Secretary will be elected every three years, not at the same time as the Treasurer.  Elections for a new Secretary will occur in 2017, 2020, 2023, etc.
  3. A new Treasurer will be elected every three years, not at the same time as the Secretary.  Elections for a new Treasurer will occur in 2018, 2021, 2024, etc.
  4. New Board Members at Large will be elected for three-year terms each year, the number of which is to be determined by the Board of Directors, who will work to ensure continuity of the Board by ensuring that the various Board Members at Large serve alternating three year terms.  This means that each year some Board Members at Large come off the board and some new ones come on the board, but at no point are all replaced at the same time.

 

ARTICLE 7 – Duties of Officers

 

Section  1:  Roster of Officers:  The Officers of TAPVI shall be President, President-elect, Secretary, and Treasurer.

Section  2:  General Duties of all Officers:  As members of the Board of Directors, TAPVI Officers:
a.  shall be governed by all portions of these bylaws which relate to Board members
b.  shall discharge their duties in good faith, with ordinary care, in a manner the officer reasonably believes to be in the best interest of TAPVI and in any other manner as set forth in these bylaws
c.  shall perform all duties incident to their respective office and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws, or as may be prescribed from time to time by the Board of Directors
d.  shall not hold more than one Board Member title/position at a time, unless there is no other way to accomplish board responsibilities
e.  one officer shall never serve as both the President and Secretary at the same time
f.  shall only hold office and have officer’s voting rights after being properly elected per these bylaws.

President — Provides leadership and oversight for all board activities.  The President has responsibility for all activities of the association.  The responsibilities of the President include, but are not limited to the following, and may be delegated.

— calls and presides at, or delegates another Board Member to preside at, TAPVI board meetings and general membership meetings, ensuring a quorum, and calling for votes as needed by the TAPVI board
— Exercises parliamentary control at board meetings
—  provides, or designates a person to provide, an agenda at least three days prior to a scheduled board meeting
— ensures that the TAPVI board approves an annual budget and conforms to that budget throughout the year
— chairs certain TAPVI committees as determined by the TAPVI Board
—  serves as an ex-officio member of all standing committees, unless otherwise provided by the Board of Directors or these bylaws
— attends meetings of TAPVI committees when requested by the committee
— attends (or provides a delegate to attend) AVIT teleconference meetings, participating as a family member and as a representative of TAPVI
— attends (or provides a delegate to attend) meetings as requested by Educational Service Centers, Health & Human Services Commission, Texas Workforce Commission, Lighthouses and other community parters, to coordinate on projects or collaborate on legislative proposals
— signs, or delegates signatory authority, on all grants and proposals
— provides final approval of all documents generated by the TAPVI Board prior to sending documents to the membership, including, but not limited to newsletters, conference announcements and plans, flyers, elections announcements, etc.
— determines the need for and duties of any paid consultation, and makes the request to the Board for approval
— appoints a nominating committee, and ensures the committee generates and announces a slate of officers and the elections every year, according to the bylaws
— ensures the necessary functions of the rest of the board are being performed (i.e., notes are taken for the preparation of minutes at all board meetings even in the case of the absence of the Secretary)

President-elect — Alongside, or in the absence of, the President, provides leadership and oversight for all board activities.  The responsibilities of the President-elect include, but are not limited to the following, and may be delegated.

— commits to a three-year term on the board, serving for one year as President-elect, and then automatically moving up to President for the following year, and the Past-President for the final year.
— attends TAPVI board meetings and TAPVI general membership meetings
— During the temporary absence of the President, the President-elect serves in the capacity of the President in all roles and duties for the duration of the absence of the President, presiding over meetings, etc.
— If the President is unable to complete his/her one-year term as President, the President-elect automatically moves into the position of (succeeds to the office of) President and fulfills the remainder of that term, and remains as President the following year as previously elected to do so.

Secretary — The responsibilities of the Secretary include, but are not limited to the following, and may be delegated.

— attends TAPVI board meetings and all TAPVI general membership meetings
— takes notes at meetings of the TAPVI board and of the TAPVI general membership, prepares minutes from those notes and presents those minutes to the board for approval as the official record of the meeting
— takes notes at any meetings of TAPVI committees that the Secretary is requested to attend, prepares minutes from those notes and presents those minutes to the committee for approval as the official record of the meeting
— creates minutes to document all votes held by the TAPVI board outside of TAPVI board meetings, for example by email or by last-minute phone call, to ensure a record is kept of all votes
—  distributes draft and final approved minutes to the TAPVI board in a timely manner in a way determined by the TAPVI board
— maintains a record of official TAPVI board documents, including minutes, approved budgets, outside votes, flyers, letters on letterhead, official communications with agencies, newsletters, and any other documents generated by the TAPVI board, in a manner that facilitates the review by all current and future board members and TAPVI members who request to see the information
— serves as the custodian of TAPVI books and records, except for those specifically assigned to others
—  performs the work of the Membership Committee when there is no Membership Committee (maintaining the membership database, sending welcome packets to new members, notifying members when their memberships are expiring, etc.)

Treasurer — The responsibilities of the Treasurer include, but are not limited to the following, and may be delegated.

— attends TAPVI board meetings and  TAPVI general membership meetings
— receives revenues, and deposits those in the name of TAPVI in a bank, issuing any necessary receipts
— disburses funds by check or in such manner as the TAPVI board may authorize
— with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of TAPVI and deposit all such funds in the name of TAPVI in such accounts
— The Treasurer’s signature shall be the authorized signature for all checking, savings, and investment accounts of TAPVI unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or employee of TAPVI as the authorized signatory for a particular type of disbursement
— keeps regular and accurate accounts of all funds
— maintains, or designates a person to maintain, an accurate roster of paid membership and reports that information to the Secretary and to the TAPVI Board
— be bonded, at the discretion of the board
— prepares financial reports for grant requests
— presents an accounting of TAPVI’s finances at each TAPVI board meeting and at each TAPVI general membership meeting, and at any other times requested by the TAPVI board
— works with/serves on the Budget committee (may serve as the Budget committee chairperson) to help draft the annual budget to be presented to the TAPVI board for approval
— monitors expenditures of the committees and ensures that each committee does not exceed the spending allowed on the budget for that activity

ARTICLE 8 – Duties of Board Members at Large

Section  1:  Roster of Board Members at Large:  The Board Members at Large of the corporation shall include the Past-President, and any number of other Board Members at Large, as determined by the board prior to each election

Section  2:  General Duties of all Board Members at Large:  As members of the Board of Directors, the TAPVI Board Members
a.  shall be governed by all portions of these bylaws which relate to board members
b.  shall discharge the Board Members duties in good faith, with ordinary care, in a manner the Board Member reasonably believes to be in the best interest of TAPVI and as specified in these bylaws
c.  shall perform all duties incident to their respective office and such other duties as may be required by law, by the Certificate of Formation, by these bylaws, or by the Board of Directors
d.  shall not hold more than one board title/position at a time, unless there is no other way to accomplish board responsibilities, in which case, an individual Board Member may still only have one vote in any decision and may count only once toward a quorum
e.  “Board Members at Large” is a generic term used to describe all Board Members that are not Officers, and does not identify the duties of any particular board member.  These Board Members may be assigned to various committees, and may be given additional duties and job titles.

Past-President — The responsibilities of the Past-President include, but are not limited to the following, and may be delegated.
— attends TAPVI board meetings and TAPVI general membership meetings
—  provides advice and historical perspective to the current board on board issues
—  provides informal or formal training to new board members, as directed by the Board of Directors
—  completes any projects assigned to work the prior year by the Board of Directors, and provides a final report to the Board of Directors prior to the end of his/her term

Board Members at Large — The responsibilities of Board Members at Large include, but are not limited to the following, and may be delegated.

— attends TAPVI board meetings and TAPVI general membership meetings
— specific duties as assigned by the President or by the TAPVI board
— serve as committee chair of one or more standing or ad hoc committees, as determined by the TAPVI board
— serve on various committees, as determined by the TAPVI board.

 

 

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