BYLAWS of TEXAS LAW ENFORCEMENT COUNCIL, INC.
(as amended 04/9/2014)
A Texas Non-Profit Corporation
ARTICLE I. PLACE OF BUSINESS
The principal place of business of the corporation shall be in Austin, Travis, County, Texas. Meetings may be held anywhere in the State of Texas as may be expedient to the business of the corporation. The corporation may have such other offices in Texas or elsewhere as the Board of Directors may determine.
ARTICLE II. MEMBERS
SECTION 1: Admission to Membership
Membership in this corporation shall be limited to public safety employee organizations in Texas.
An applicant will be admitted to membership in the corporation only on submitting an application for membership. Applications for membership will be in a form prescribed by the Board of Directors. A unanimous vote of the Board of Directors will be required for admission to membership.
SECTION 2: Termination of Membership
The Board of Directors, by a 2/3 affirmative vote of the Board, may terminate the membership of any member organization or any board member.
SECTION 3: Dues, Fees, and Assessments
Dues, fee, and assessments, if any, shall be established by a 2/3 vote of the Board of Directors.
SECTION 4: Council of Governors
Any organization admitted to membership in TLEC shall appoint one (1) person to serve on the Council of Governors. The Council of Governors shall have the authority to cause TLEC to support or oppose a bill or candidate for office. The Council of Governors shall be chaired by the Chairman of TLEC, or in his absence by the succeeding vice chairman, or if none are present, by a person designated by the Chairman.
A unanimous vote of the Council of Governors is required any time that TLEC opposes or supports a bill or candidate. A member of the Council of Governors for TLEC and their respective member organizations shall not oppose a bill or candidate that is supported by TLEC and shall not advocate in favor of a bill or candidate that is opposed by TLEC.
ARTICLE III. DIRECTORS, OFFICERS, TERMS & POWERS
SECTION 1: Officers and Directors
The officers of the Corporation shall be a Chairman, two Vice Chairmen, a Secretary, and a Treasurer. The Chairman shall be the then current President of TMPA or his designee. The Vice Chairmen shall be the then current Presidents of Houston Police Officers’ Union and Dallas Police Association or their designee. The designee may be selected from any organization that is a member in TLEC subject to unanimous approval of the board of directors. The Secretary and Treasurer are to be selected from TMPA’s Board of Directors by a majority vote of the Chairman and two Vice Chairmen.
SECTION 2: Powers and Duties of the Board
The Board shall be the governing body of the corporation and shall conduct, manage, govern, execute, and administer all of the affairs of the corporation. The Board shall be responsible to control, manage, and supervise all funds and property of the corporation. The Board shall cause to be kept a complete record of all meetings and acts, supervise all officers and members of the corporation, and provide information to the members on all matters of importance pertaining to the corporation.
SECTION 3: Terms of Office
The Directors who are the Chairman and two Vice Chairmen shall remain in place until replaced by their respective member organizations. The Secretary and Treasurer shall remain in place until there is a change in the President of TMPA or a vacancy occurs in the position. A new Secretary and Treasurer shall then be selected by the method outlined in the certificate of formation and bylaws.
SECTION 4: Compensation of Officers
All officers, directors and members of committees or subcommittees shall serve without pay.
SECTION 5: Duties of the Chairman
The Chairman (or, in the Chairman’s absence, inability, or refusal to act, one of the Vice Chairmen) shall preside at all meetings and appoint committees. He shall have, subject to approval of the Board, the responsibility to manage, supervise, and direct the affairs of the corporation. The Chairman may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except in cases where signing and execution has been expressly delegated by the Board of Directors, or by these bylaws or statute to some other officer or agent of the corporation. In general, the Chairman will perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6: Duties of the Secretary
The Secretary shall keep a record of all proceedings of the Board and of all general and special meetings. The Secretary shall keep a record of the membership of the corporation and every other record made under or required by these Bylaws. The Secretary shall receive and maintain all correspondence and other papers. The Secretary shall serve, issue, and publish all notices required to be given or as directed by the Chairman. The Secretary shall prepare all ballots at the direction of the Board. The Secretary shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors. In the event of the Secretary’s absence, inability, or refusal to perform the duties of the office, the Chairman may appoint any director to perform such duties.
SECTION 7: Duties of the Treasurer
The Treasurer shall receive all funds and manage all accounts of the corporation. The Treasurer shall deposit all funds in the name of the corporation in such banks, trust companies, or other depositories as may be selected by the Board of Directors. The Treasurer shall pay all legitimate bills and disburse funds as directed by the Board. The Treasurer shall make a written report of the state of the treasury at each regular meeting. In general, the Treasurer shall perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors. In the event of the Treasurer’s absence, inability, or refusal to perform the duties of the office, the Chairman may appoint any director to perform such duties.
SECTION 8: Recall of Secretary and Treasurer
The Secretary or Treasurer may be removed from their positions by a majority vote of the Chairman and two Vice Chairmen.
SECTION 9: Regular Meetings
The Board of Directors may provide by resolution the time and place for holding regular meetings of the Board or the Council of Governors without other notice than such resolution. Regular meetings of the Board shall be held at least semi-annually.
SECTION 10: Special Meetings
Special meetings of the Board of Directors or Council of Governors may be called by or at the request of the Chairperson or any two members. The person or persons authorized to call special meetings may fix any reasonable place as the place for holding any special meeting called by them.
SECTION 11: Notice
Notice of any special meeting of the Board of Directors or Council of Governors must be given at least three (3) days prior to such meeting by written notice delivered personally, or sent by mail, email, or facsimile to each member. The attendance of a director or member at any meeting will constitute a waiver of notice of such meeting, except where a director or member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting has not been called or convened as required by these bylaws or is contrary to law. The business to be transacted at the meeting need not be specified in the notice of such meeting, unless specifically required by law or by these bylaws.
SECTION 12: Quorum
Two-thirds of the Board of Directors will constitute a quorum for the transaction of business at any meeting of the Board. A quorum may be obtained, and meetings may be held, through a regular meeting, conference call, via electronic means including email, or a combination thereof, providing that a record of that business is reflected in the minutes of the next regular Board meeting.
SECTION 13: Manner of Acting and Proxies
The act of 2/3 of the Board of Directors will be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws. A meeting may be held in person, conference call, by any electronic means including email, or a combination thereof.
A director or member of the Council of Governors may vote by proxy. All proxies must be in writing, must bear the signature of the director or member giving the proxy, and must bear the date on which the proxy was executed by the director. No proxy is valid after three (3) months from the date of its execution.
ARTICLE IV. CONTRACTS, CHECKS, DEPOSITS & FUNDS
SECTION 1: Contracts
The Board of Directors may authorize any director or directors, officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 2: Checks, Drafts, or Orders for Payment
All expenditures must be approved by a 2/3 vote of the Board of Directors. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation will be signed by two (2) officers of the corporation in such manner as from time to time may be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments must be signed by the Treasurer and countersigned by any one (1) officer of the corporation.
SECTION 3: Deposits
All funds of the corporation must be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.
ARTICLE V. MISCELLANEOUS
SECTION 1: Books and Records
The corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and will keep a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.
SECTION 2: Fiscal Year
The fiscal year of the corporation will begin on the first day of January and end on the last day of December of each year.
SECTION 3: Waiver of Notice
Whenever any notice must be given under the Texas Non-Profit Corporation Act or under the certificate of formation or bylaws of this corporation, a waiver of such notice, in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice.
SECTION 4: Conduct of Meetings
“Roberts Rules of Order” shall govern the conduct of all meetings except as otherwise provided in these Bylaws or the Certificate of Formation.
ARTICLE VI. AMENDMENTS
SECTION 1: Power to Amend Bylaws
The bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted by the vote of two-thirds (2/3) of the directors of the corporation. The vote shall be by written ballot provided to the directors. These bylaws may not be amended more than twice in any one fiscal year. Any amendment or repeal of a bylaw, or additional or new bylaws will be filed with the Texas Secretary of State as required by law. If these bylaws are to be amended, notice of the proposed language for the amendment must be provided to the directors thirty (30) days prior to the meeting during which a vote is taken. Unless otherwise specified, amendments to these bylaws shall be in full force and effect immediately upon adoption.
ARTICLE VII. ENACTMENT
These bylaws shall be in full force and effect immediately upon adoption.