TxPPA_Constitution_&_Bylaws.pdf

TEXAS PUBLIC PURCHASING ASSOCIATION

CONSTITUTION

ARTICLE I

1. NAME AND AFFILIATIONS

1.1. The memberships of the Texas Public Purchasing Management Associa?on (TPMA) and

Texas County Purchasing Associa?on (TCPA) merged and became the “Texas Public Purchasing Associa?on” (TxPPA).

1.2. By resolu?on of the Board of Directors, Texas Public Purchasing Associa?on may be affiliated with other organiza?ons, including but not limited to: the Texas Municipal League (TML), Texas Associa?on of Coun?es (TAC), and Texas Associa?on of School Business Officials (TASBO).

ARTICLE II

2. OBJECTIVES

2.1. The objec?ves of this Associa?on are:

2.1.1. Establish coopera?ve rela?onships among its members for the development and implementa?on of efficient purchasing/procurement methods and prac?ces in the field of public procurement;

2.1.2. Promote the highest ethical standards of conduct in the performance of public and nonprofit purchasing/procurement;

2.1.3. Promote uniform public purchasing/procurement laws and simplified standards of specifica?ons;

2.1.4. Promote informed counsel to others who are responsible for the formula?on and promulga?on of policies, rules and laws which directly or indirectly affect the process of public and nonprofit purchasing/procurement;

2.1.5. Collect and disseminate useful informa?on for its members;

2.1.6. Promote the interchange of ideas and experiences within the purchasing/procurement profession;

2.1.7. Encourage research and inves?ga?on and to sponsor such ac?vi?es as may be useful in providing its members with knowledge for efficient procurement;

2.1.8. Strive by all legi?mate means to advance the purchasing/procurement profession; and

2.1.9. Facilitate open communica?on and coopera?on among all public purchasing/procurement professionals, elected and appointed officials with whom members work, and with the public, who is ul?mately served.

ARTICLE III

3. Membership

3.1. Membership shall consist of the following classifica?ons:

3.1.1. Individual: Any state, county, municipal, special district, publicly owned u?lity, educa?on, federal (while headquartered or physically repor?ng to an office within Texas), or publicly-funded nonprofit employee primarily responsible for the purchasing/procurement or materials management func?on of their respec?ve agency, upon payment of the annual membership fee, shall be eligible for membership. This membership type is designed for the individual whose agency will not pay for the membership and the member retains their membership if they move from one member eligible agency to another.

3.1.2. Agency: Any state, county, municipal, special district, publicly owned u?lity, educa?on, federal (while headquartered or physically repor?ng to an office within Texas), or publicly-funded nonprofit employer of personnel primarily responsible for the purchasing/procurement or materials management func?on of their respec?ve agency, upon payment of the annual Agency membership fee shall be eligible for membership.

3.1.2.1. Annual Agency Membership Applica?on shall list names of each member, their ?tle, and individual contact informa?on. Each designated Agency Member shall meet the same qualifica?ons as an Individual Member.

Agency Members shall receive all rights and privileges provided by the Associa?on to its Individual Members.

3.1.2.2. Upon departure of an individual covered under an Agency membership, the agency shall be allowed to designate a qualified replacement individual for the remainder of the membership term.

3.1.3. Associate: Associate membership may be sought by any person indirectly involved in public or nonprofit purchasing/procurement. Associate Members shall have a voice, but no vote, in Associa?on mabers and are not eligible to serve on the Board or Chair any commibee in the Associa?on. Upon payment of the annual membership fee, Associate Member candidates mee?ng the following requirements shall be eligible for membership.

3.1.3.1. Eligible: Any elected official, department head, or employee in a related field who maintains a basic associa?on with purchasing/procurement or materials management but who does not have a direct purchasing/procurement responsibility, i.e. County Judges, Commissioners, Treasurers, Auditors, Financial Officers, City Managers, and others who may contribute to purchasing/procurement decisions; or

3.1.3.2. Eligible: any person working for an agency or associa?on that is directly involved with Ci?es, Coun?es, State offices, Special Districts, Educa?on, and seeks to promote professionalism in public purchasing/procurement, i.e. Texas Municipal League, Texas Associa?on of Coun?es, Council of Governments, etc.

3.1.3.3. Ineligible: For-profit suppliers of goods or services that market to or may poten?ally provide goods and services to a member’s agency shall not be eligible for Associate membership.

3.1.4. Student: Any full-?me college student majoring in Business or Purchasing/Procurement or similar field of study, upon payment of the annual Student membership fee, shall be eligible for membership, subject to approval of the Board of Directors. Students shall not have a voice or vote in Associa?on mabers.

3.1.5. ReIred: Any prior Individual or Agency Member of the Associa?on, re?red from ac?ve employment, upon payment of the annual Re?red membership fee, is eligible for membership in the Associa?on. Re?red Members shall have a voice and a vote in Associa?on mabers and are eligible to serve as a Commibee Chair.

3.1.6. LifeIme: Life?me Member candidates must be persons who have re?red from ac?ve employment, former members of Texas Public Purchasing Associa?on, or non-members who have made dis?nguished contribu?ons to the purchasing/procurement profession and the Texas Public Purchasing Associa?on.

Nomina?ons for Life?me membership may be made by any member in good standing at any ?me. Life?me Member status may only be approved by the Board of Directors. Life?me Members shall be exempt from paying an annual membership fee to the Associa?on. Life?me Members that have not returned to ac?ve employment shall have a voice and a vote in Associa?on mabers, and are eligible to serve as a Commibee Chair.

ARTICLE IV

4. OFFICERS AND ADMINISTRATION

4.1. Board of Directors: The governing body of this Associa?on shall be a Board of Directors consis?ng of: five (5) Officers (President, Vice-President, Secretary, and Treasure, and Immediate Past President; referred to as Board Officers), and six (6) Directors.

4.2. President shall exercise a general supervision over the affairs of the Associa?on, preside over all mee?ngs of the Associa?on, and perform all du?es incidental to the office of the President and subject to concurrence by the Board of Directors.

4.3. Vice President shall perform the du?es of President when the President is not available and other such du?es as assigned to him/her by the Board of Directors and the President.

4.4. Secretary shall maintain a wriben record of the proceedings of all mee?ngs of the Associa?on, keep a record of abendance of mee?ngs, and perform the usual du?es of secretary.

4.5. Treasurer shall be responsible for the funds of the Associa?on, shall ensure that a complete record of receipts and disbursements are maintained, and provide an accurate financial report at each mee?ng of the Board of Directors and the annual membership mee?ng.

4.6. Immediate Past President shall serve in an advisory capacity to ensure a smooth transi?on of du?es to the newly elected Board.

4.7. Directors: The six (6) Directors shall serve as liaisons on Associa?on commibees and par?cipate in Associa?on governance decisions.

ARTICLE V

5. AMENDMENTS

5.1. The Cons?tu?on and Bylaws may be amended in one of the following ways at the discre?on of a majority of the Board of Directors:

5.1.1. At an annual membership mee?ng by a majority of the members present;

5.1.2. By wriben ballot mailed to all members of the Associa?on with a majority of those vo?ng for the amendment; or

5.1.3. By any electronic means available to all members of the Associa?on with a majority of those vo?ng for the amendment.

5.2. If required by affilia?on, amendments must be approved by the Affiliated Organiza?on.

5.3. Any proposed amendment shall be submibed in wri?ng to the membership not less than thirty (30) calendar days prior to a vote.

Approved May 4, 2007 Amended November 4, 2010 Amended November 8, 2012 Amended July 16, 2023

TEXAS PUBLIC PURCHASING ASSOCIATION

BYLAWS

ARTICLE I

1. ADMINISTRATION

1.1. The fiscal year shall begin on the first day of January and end on the last day in

December.

1.2. The governing body shall be called the Board of Directors and comprises five (5) Officers

(President, Vice-President, Secretary, and Treasurer, and Immediate Past President;

referred to as the Board Officers) and six (6) Directors.

1.3. The Board Officers shall act in an advisory capacity and shall be responsible for budge?ng and general administra?ve tasks.

ARTICLE II

2. ELECTIONS

2.1. Elec?ons shall be conducted in one of the following ways at the discre?on of a majority of the Board of Directors:

2.1.1. At an Annual Business Mee?ng: elected by majority of the members present;

2.1.2. By wriben ballot mailed to all members of the Associa?on: elected by a majority of members vo?ng; or

2.1.3. By any electronic means available to all members of the Associa?on: elected by a majority of members vo?ng.

2.2. The Officers of Texas Public Purchasing Associa?on are elected as follows:

2.2.1. The President shall automa?cally progress to the office of Immediate Past President at the expira?on of his/her term.

2.2.2. The Vice-President shall automa?cally progress to the office of President at the expira?on of the President’s term.

2.2.3. The Secretary shall automa?cally progress to the office of Vice President at the expira?on of the Secretary’s term.

2.2.4. The Treasurer shall automa?cally progress to the office of Secretary at the expira?on of the Secretary’s term.

2.2.5. The vacant Treasurer posi?on shall be filled by membership vote.

2.2.6. If an Officer determines they will not be able to progress to the next posi?on before the elec?ons, the Nomina?ng Commibee shall develop an alternate slate for membership approval.

2.3. All Director posi?ons require nomina?on and elec?on each year. A Director having served four (4) consecu?ve years without having ascended to the elected officer progression will be ineligible for elec?on as a Director for at least one (1) year.

2.4. NOMINATIONS:

2.4.1. The Nomina?ng Commibee shall issue to all membership an annual Call for

Nomina?ons.

2.4.2. During the Call for Nomina?on period, any current member may submit nomina?ons to the Nomina?ng Commibee for considera?on.

2.4.3. The Nomina?ng Commibee shall receive nomina?ons, validate nominee eligibility and desire to serve, and develop a recommended slate for Board approval. Directors shall be selected for the slate by qualifica?ons. Every effort will be made to recruit and rotate representa?on for the Board of Directors from state, county, municipal, special district, publicly-owned u?lity, educa?on, or federal agencies. The Commibee Chair shall present the Approved Slate of Associa?on Officers and Directors to membership for vote by ballot. The ballot shall consist of at least one (1) candidate for the vaca?ng Officer posi?on(s) and six (6) Director candidates.

2.4.4. No member shall be considered for any Board posi?on unless he or she has been a member in good standing immediately preceding the elec?on.

2.4.5. No member shall be considered for an Officer posi?on unless he or she served at least one (1) year as an Officer or Director of this Associa?on.

2.4.6. The Ballot of Officers and Directors may be amended to include nomina?ons from the floor at the business mee?ng or other methods if elec?ons are not held at the Annual Business Mee?ng.

ARTICLE III

3. TERM OF OFFICE

3.1. The Term of office of all Officers and Directors shall commence on the first day of

January following the Annual Elec?on.

3.2. The term of office for Officers and Directors shall be for a period of one (1) year.

3.3. Officers and Board Members shall hold their offices un?l their respec?ve successors are elected, or un?l death, resigna?on, or removal.

3.4. Any member of the Board may resign from the Board at any ?me by giving wriben no?ce to the President or Secretary, and the acceptance of such resigna?on shall not be necessary to make it effec?ve.

3.5. The Board of Directors may remove any Officer or Director from the Board by a two-thirds vote of the Board of Directors.

3.6. Unexcused absences from two (2) consecu?ve Board mee?ngs may be cause for removal from office.

ARTICLE IV

4. VACANCIES

4.1. President: In the event of a vacancy in the office of President, the Vice-President shall immediately assume the responsibili?es of the President.

4.2. Vice-President: In the event of a vacancy in the office of Vice President, the Treasurer shall immediately assume the responsibili?es of the Vice President.

4.3. Treasurer: In the event of a vacancy in the office of Treasurer, the Secretary shall immediately assume the responsibili?es of the Treasurer.

4.4. If an Officer determines they will not be able to progress to the next posi?on to fill a vacancy, or in the event of a vacancy in the posi?on of Secretary or Directors, the President may nominate a replacement; and that replacement shall take office upon confirma?on by majority of the Board of Directors for the remainder of the original term of office.

ARTICLE V

5. DUES

5.1. Annual dues shall be determined by the Board of Directors.

5.2. Dues are payable on a calendar year basis and are payable on or before January 1.

Members shall be considered delinquent ajer April 1, and may be subject to reinstatement.

ARTICLE VI

6. FINANCES

6.1. Fiscal Year: The fiscal year of the Associa?on shall be from January 1 through December

31.

6.2. The Treasurer shall ensure that the Associa?on’s revenues and expenditures are properly maintained and related reports are provided to the Associa?on’s Board and any Affiliates as requested.

6.3. The Treasurer shall arrange for all bills of the Associa?on to be paid in a ?mely manner as provided for in Ar?cle IV of the Cons?tu?on.

6.4. The Treasurer shall ensure that a complete record of all membership fees, paid and outstanding, is accurately reported.

6.5. The Treasurer shall cooperate to the fullest extent in any independent audit of the books and accounts of the Associa?on. Such audit shall be conducted by an authority appointed by the Board of Directors of the Associa?on. An annual audit shall be completed at least ninety (90) days ajer the close of the fiscal year.

6.6. The Board of Directors may authorize any Officer or Agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organiza?on, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no Officer or Agent shall have any power or authority to bind the organiza?on by any contract or engagement, or to pledge its credit, or render it liable for any purpose or for any amount

6.7. Annually, the Treasurer shall submit for the approval of the Board of Directors, a detailed budget, and expenses shall not be incurred in excess of the total budget, except upon approval of the Board of Directors. The President has the authority to grant budget line item excep?ons that would be ra?fied by the full board later as long as the total of all expenditures does not exceed the grand total of the adopted budget.

ARTICLE VII

7. MEETINGS

7.1. BOARD MEETINGS

7.1.1. The Board of Directors shall hold a minimum of two (2) in-person Board mee?ngs annually, to which Directors are required to abend.

7.1.2. Addi?onal Board mee?ngs may be called by the President or any majority of the Board of Directors. When these addi?onal mee?ngs are called, the Board of Directors shall be allowed the use of electronic communica?ons and vo?ng, as necessary, to conduct the mee?ngs.

7.1.3. Documenta?on shall be made of all official Board ac?ons taken at any mee?ng conducted by the Board of Directors.

7.1.4. A quorum of the Board of Directors must be present and shall consist of the majority of the number of Officers and Directors then in office.

7.1.5. Board Members may not vote by proxy.

7.2. ANNUAL BUSINESS MEETING

The Board of Directors shall host an Annual Business Mee?ng to which each then current member of the Associa?on shall be no?fied and invited. Associa?on Members may not vote by proxy unless specifically allowed in a unique instance as approved by the Board of Directors.

ARTICLE VIII

8. COMMITTEES

8.1. STANDING COMMITTEES

The Associa?on shall establish Standing Commibees including but not limited to those listed below. Commibee chairpersons shall be appointed by the President each year.

8.1.1. Nomina?ng Commibee

8.1.1.1. The Nomina?ng Commibee shall consist of at least three (3) members including the Vice-President and two other regular members of Texas Public Purchasing Associa?on appointed by the President. The Vice President shall chair this commibee.

8.1.1.2. The Commibee shall receive and evaluate recommenda?ons from the membership regarding individuals recommended for candidacy.

8.1.1.3. The Commibee shall select at least one (1) candidate for each posi?on in accordance with the Associa?on’s Cons?tu?on Ar?cle IV and Bylaw Ar?cle II. This slate of nominees shall be submibed to the Board at least thirty (3) days prior to the Annual Elec?on.

8.1.1.4. No changes in nominees on this slate may be made ajer acceptance by the Board, except at the request of the nominee.

8.1.1.5. Nomina?ons may be made from the floor at the Annual Business Mee?ng or other methods if elec?ons are not held at the Annual Business Mee?ng, only if the nominee meets eligibility requirements and has given express permission that his/her name may be placed in nomina?on.

8.1.2. Membership Commibee. There shall be a Membership Commibee, consis?ng of a Chairperson and at least three (3) other members. This commibee shall be responsible for membership marke?ng, recrui?ng and reten?on.

8.1.3. Conference Commibee. There shall be a Conference Commibee, consis?ng of a Chairperson and at least three (3) other members. This commibee shall be responsible for planning and organizing the Conference(s) as determined by the Board.

8.1.4. Professional Development Commibee. There shall be a Professional Development Commibee, consis?ng of a Chairperson and at least three (3) other members. This commibee shall be responsible for surveying and reviewing the educa?on and professional development needs of Associa?on membership, coordina?ng educa?onal and professional development training for the membership, and coordina?ng cer?fica?on-related educa?onal programs with other organiza?ons.

8.1.5. Communica?on Commibee. There shall be a Communica?on Commibee, consis?ng of a Chairperson and at least three (3) other members. The commibee shall be responsible for all internal and external mass communica?ons for the Associa?on.

8.1.6. Legisla?ve Commibee. There shall be a Legisla?ve Commibee, consis?ng of a Chairperson and at least one (1) member from each: county, municipal, and educa?on agencies, for a minimum of four (4) members. This commibee shall be responsible for monitoring, reviewing, and repor?ng relevant legisla?ve issues to the membership.

8.2. ADDITIONAL COMMITTEES

Other commibees may be established as needed at the pleasure of the President.

Commibee chairpersons shall be appointed by the President. Each commibee shall consist of a Chairperson and such number of addi?onal members as required or desired. Commibee members shall be recruited and appointed by the Commibee Chairperson (Chair).

ARTICLE IX

9. PROCEDURES

In all mabers of procedure not otherwise covered by the Bylaws, “Robert’s Rules of Order, Revised” shall govern.

ARTICLE X

10. RESOLUTIONS

Resolu?ons presented for approval to the general membership shall be distributed to the membership for inspec?on at least one (1) week prior to adop?on.

Approved May 4, 2007 Amended November 4, 2010 Amended November 8, 2012 Amended November 3, 2017 Amended November 18, 2022 Amended July 16, 2023