2021 Bylaws Changes

Article & Section Proposed Change Summary
Article IV, SECTION 3 - Board of Directors, VOTING RIGHTS AND AUTHORITY The Board of Directors shall consist of at least twelve (12) six (6) Directors and no more than fifteen (15) nine (9) Directors, the exact number to be determined by the Board of Directors. 

This change aims to make it easier for the Board of Directors to have a quorum to conduct business and make the number of Directors compliant with other Bylaw provisions.

One section of the TPEA Bylaws states that the term of office for a Director is three years, but another section extends the term of office for an additional year for a person elected to the President-Elect’s office in the third year of his or her term. This creates a 4-year term for some Directors.

Over time, extending Directors’ terms has caused the Board to have a different number of Directors elected each year.

 Article IV, SECTION 5: Board of Directors, ELECTIONS: Active members of the Association shall elect Directors at the annual meeting. No more than one-third (1/3) of the Directors may be an employee of the same state agency. No more than one-third (1/3) of the Directors may be a retiree of a state agency. A nominee’s or Board member’s agency and retirement status shall be determined at the time of the election.   Adds a provision setting the election as the time to determine compliance with this section.
 Article IV, SECTION 8: Board of Directors, VACANCY (a) When a Director position is vacant, and the remainder of the three (3) year term is greater than one year, the Board of Directors shall as expeditiously as possibly conduct an election to fill the vacancy. The election shall be held in accordance with the provisions of this Article. If the remaining term of the vacant Director s office is less than one (1) year but greater than six (6) months, the Board of Directors may elect appoint a qualified replacement at its next regularly scheduled meeting. A qualified candidate would be identified by the President and submitted to the Board. If the remaining term is equal to six (6) months or less, the position shall may remain vacant until the next regularly scheduled election.  This change prevents vacancies on the Board of Directors when multiple positions become vacant during a fiscal year. 
 Article IV, SECTION 10: Board of Directors, ELIGIBILITY (b) A Director whose term ends in the fiscal year shall not be eligible for election to office. It is expressly provided that if any Director is elected to the office of President-Elect to serve as such in the third year of his or her term, then his or her position as a Director shall be automatically extended for the following year during which he or she shall serve as President.  This change eliminates the one-year term extension for the President-Elect of the Board of Directors. 
 Article VI, SECTION 1: Officers  The officers of the Association shall be President, President-Elect, Vice President / President-Elect, Secretary, and Treasurer. The primary duty for the President-Elect is to prepare for becoming President the following year. The primary duty of the Vice President is to preside at meetings when the President is unavailable. Combining the President-Elect and Vice President positions into one position is efficient and accomplishes the purpose of each position. 
 Article VI, SECTION 3: Officers, VICE PRESIDENT/President-Elect The Vice President/President-Elect shall attend all meetings stated in Section 2 and shall preside in the absence of the President. In the event the President can no longer fulfill the duties, the Vice President will assume the office of President. The Vice President/President-Elect shall become prepared for assumeing the duties and responsibilities of the office of President at the beginning of the next fiscal year.  This change is tied to the change in Section 1 where the Vice President and President-Elect positions are combined. 
 Article VI, SECTION 4: Officers, VICE PRESIDENT The Vice President shall preside in the absence of the President, in the event the President can no longer fulfill the duties, the Vice President will assume the office of President.   Provision is moved to Section 3, where the Vice President and President-Elect positions are combined.
Article VI, Sections 4-10  Article IV, Section 4-9 5-10  Renumbered all sections in Article IV after Section 3 
Article VI, SECTION 45: Officers, Treasurer  The Treasurer shall be responsible for all the monies and securities of the Association. The Treasurer shall keep regular books in the office of the Association and all monies of the Association shall be deposited in such depositories as shall be selected by the Executive Committee. In addition, the Treasurer shall perform all duties usually pertaining to that office or delegated by the Board of Directors or Executive Committee. All checks must have two (2) signatures: One shall be that of the Treasurer, or that of another Officer designated by the Executive Committee. The other signature shall be that of the Executive Director, or that of another member of the staff as designated by the Executive Director. The Treasurer, other officers, and employees who handle Association funds shall be under bond.  Modernize the provision to allow for electronic banking. The TPEA Treasurer continues to oversee financial transactions. The Board policies and procedures dictate the expenditure approval process. 
Article VI, Section 56: OFFICERS, Election The Board of Directors shall elect three (3) four (4) officers of the Association following the Board of Directors election at the annual meeting. The officers to be elected are: Vice President/President-Elect, Vice President, Secretary, and Treasurer, each for a term of one year. The Vice President-Elect automatically assumes the position of President’s position on the first day of the fiscal year following completion of his or her year of service as Vice President-Elect. Section number change: this change is tied to the changes in Sections 1 & 3 where the Vice President and the President-Elect positions are combined.

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