Bylaws

TEXAS HOUSING ASSOCIATION BY-LAWS
As Amended 2014

ARTICLE I.  NAME, LOCATION, AND OBJECTIVES

Section l.    The name of the Association shall be Texas Housing Association, Incorporated.

Section 2.   The office of the Association shall be located in Texas.

Section 3.   The objectives of the Association shall be the advancement of orderly development of private and public housing in Texas for low-income families; the dissemination of information and data to the public regarding the need for and the methods of developing such undertaking; the encouragement of exchange of ideas between members of the Association; the inclusion of housing as part of the total plan for city, county and state development, to the end that every slum and blighted area in Texas will be eliminated and every family will have the opportunity to live in a decent, safe and sanitary dwelling in an acceptable neighborhood environment

ARTICLE II.  MEMBERSHIP

Section l.    Membership in the Association shall include Agency Members, Associate Members, Honorary Members, and Ex-Officio Members.

Section 2.    An Agency Member may be any legally constituted public housing agency in the state of Texas, or any non-profit agency directly involved in housing programs in the state.  An Agency Member shall have one (1)  representative designated to cast one vote on behalf of the Agency on any action by a vote.  The Executive Director or Chief Executive Officer of the agency or their designee shall be the voting representative.

Section 3.    An Associate Member may be any firm, company, corporation, or individual who has a business or for-profit interest in public housing and housing programs in the state.  This shall include architects, builders, suppliers, developers, consultants, contractors, etc.  Associate Members shall not be eligible to vote or hold office in the Association.

Section 4.    Honorary Members shall be those persons chosen from time to time by the Board of Directors of the Association to be honored for their contribution to or interest in the purposes, policies, and objectives of the Association.  These members shall include persons who have been members in good standing of the Association for a period of not less than ten (10) years.  Honorary Members shall not be eligible to vote or hold office in the Association. A list of Honorary Members shall be published annually in the PHA Connection and the Annual Conference Program.  Any Board member may nominate an Honorary Member by indicating the reasons for nomination at least 30 days before the next Board Meeting for distribution by e-mail to the Board members.  A picture of the nominee, if available, should also be provided.  The Board will vote for nominated Honorary Members at the next Board Meeting.

Section 5.    The Board of Directors may invite officers of other regional, state, or national professional organizations to serve as Ex-Officio Members of the Association when appropriate.  Ex-Officio Members shall have participating privileges but not voting privileges in the Association.

ARTICLE III.  EXECUTIVE BOARD

The Executive Board of the Association shall consist of the following officers: President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, President-Elect and Immediate Past President. Criteria for officers:  1) officers must have served on the THA Board as a duly elected Regional Director for at least two (2) years and/or served as duly elected officers or Area Directors for at least two (2) years under the previous by-laws.  The Executive Board shall be chaired by the President and shall be empowered to act for and on behalf of the Board of Directors between regular meetings, via email and/or conference call.

ARTICLE IV.  BOARD OF DIRECTORS

The Board of Directors shall consist of the Executive Board, Past President and twenty (20) Regional Directors.  Two Regional Directors will be elected from each regional housing organization recognized as:

1. Big Country Housing Association (BCHA),

2. Central Texas Housing Association (CTHA),

3. Coastal Housing Authorities of Texas (CHAT),

4. Housing Authority Employees of the South West (HAESW),

5. Housing Alliance of Valley Employees (HAVE),

6. Northeast Texas Housing Association (NETHA),

7. North Texas Housing Association (NTHA),

8. Southeast Texas Housing Association (SETHA),

9. Top of Texas Housing Association (TOTHA) and

10. West Texas Council of Public Housing Authorities (WTCPHA).

The Board of Directors shall manage the affairs of the Association in conformity with these by-laws.

ARTICLE V.  TERMS OF OFFICERS AND DIRECTORS

Section 1.   The term of the office of the President, the Vice Presidents, the Secretary, the Treasurer, the President Elect and the Immediate Past President shall be two (2) years.  The term of office for all officers shall begin at the close of the Annual Conference on even-numbered years at which the officer is elected and qualified.

Section 2.    The Regional Director term shall be two (2) years.

Section 3.     Any officer or director may be removed from office for inefficiency, neglect of duty, or misconduct by a two-thirds vote of the Board of Directors, a quorum voting.

Section 4.     Should an officer or director leave his/her position in housing or should a Regional Director transfer out of his/her elected area, then his/her resignation will be automatic and accepted.

ARTICLE VI.  DUTIES OF OFFICERS AND DIRECTORS

Section 1.  The President shall exercise leadership in all affairs of the Association in carrying out its stated purpose.  She/he shall preside at all meetings of the Association when he/she is present; the President shall represent the Association when invited to serve as an Ex-Officio member of any other state, national, or other professional organization, or designate a member to so represent him/her.

Section 2.   The 1st Vice President shall preside at all meetings in the absence of the President, and discharge the duties of the President in the President’s absence, disability, or inability to fulfill remainder of his/her term of office.

Section 3.  The 2nd Vice President shall preside at Association meetings in the absence of the President and the 1st Vice President.

Section 4.    The Secretary shall duly record the proceedings of all Association meetings and prepare minutes to be presented at all Association meeting.  He/she shall conduct correspondence as directed and perform other duties as indicated by the President.

Section 5.   The Treasurer shall be responsible for reviewing the financial records of the Association and reporting on the financial condition of the Association at all Board Meetings.  The Treasurer shall serve as the Chairman of the Finance Committee. The Treasurer shall also be responsible for investment of reserve funds at the best interest rate available.  He/she must make an annual report to be published for the membership and presented at the Annual Conference Business Meeting.  He/she will make the books and records available when requested for audit or other purpose.  The Treasurer must be bondable for $75,000.

Section 6.   The President Elect shall use his/her term of office to plan and prepare for his/her upcoming term of office.  This officer will serve in various capacities as necessary in the promotion of THA affairs.

Section 7.   The Immediate Past President shall continue to serve on the Board of Directors in an advisory and voting capacity for one two-year term following the end of his/her term as President.

Section  8.  The Regional Directors shall, whenever possible, assist those agencies in their region with guidance, referrals, and suggestion; shall make special contact with new executive directors in their region and discuss the Association and encourage them to become members; shall make every effort to gain knowledge of new regulations, techniques and resources that will be helpful to all agencies in the region.

ARTICLE VII.  NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

Section 1.   OFFICERS.

The President shall appoint a Nomination/Election Committee of five (5) members not less than one hundred twenty (120) days (April) prior to the beginning of the Annual Conference in even-numbered years.  Such Nomination/Election Committee shall consist of a chair and four other members from the Board of Directors.  The Nomination/Election Committee shall accept nominations from the THA membership for THA positions of President-Elect, 1st Vice President, 2nd Vice President, Secretary, and Treasurer.

The Nomination/Election Committee shall notify the membership sixty (60) days before their meeting that they are accepting nominations for the “THA Slate of Officers”.  Nominations may be made by any member in good standing, provided the nominee is a member in good standing, meets the eligibility criteria set out in Article III and has indicated his/her willingness to serve, if elected.  Nominations for officers will be limited to one position per candidate.  When a person is nominated for more than one position, the Nomination/Election Committee Chair shall contact the nominee to determine his/her position choice.

It shall be the duty of the Nomination/Election Committee to qualify persons for voting and certify the election results.  Sixty (60) days before the Annual Conference, the Nomination/Election Committee shall prepare its slate, and ballots shall be mailed or e-mailed to each member. Each member agency will get one vote and shall return the ballot to the THA Executive Director thirty (30) days before the Annual Conference.

The Nomination/Election Committee shall certify THA election results ten (10) days after close of the election.  Ballots not returned thirty (30) days prior to the Annual Conference shall not be counted. The nominees receiving the highest number of votes for the respective office shall be declared elected or the winner.

Section 2.    REGIONAL DIRECTORS.  Procedure for the election of Regional Directors shall be as follows:

At least one hundred and twenty (120) days (April) prior to the Annual Conference, each Regional Organization named in Article V  shall hold an election.  The first year, one Director will be elected for a term of one (1) year and a second Director will be elected for a term of two (2) years.  Each successive year, the Regional Organization shall elect one representative to serve a two (2) year term.  Method of election shall be determined by the Regional Organization. Each member agency shall get one vote.   In the event a member agency is a member of multiple regional organizations, the member agency will vote in only one of those organizations.  The Regional Organization President will certify the ballots and report the outcome to the THA Executive Director prior to the Annual Conference.

Section 3.    VACANCIES.   

Officers/Executive Board Vacancy:  Should a vacancy occur on the Executive Board due to death or resignation, an interim election will be held within forty-five (45) days of occurrence in order to fill the vacant position for the remainder of the term.  The Nomination/Election Committee Chairman shall notify the membership that they are accepting nominations to fill the vacancy. Nominations may be made by any member in good standing, provided the nominee is a member in good standing, meets the eligibility criteria set out in Article III and has indicated his/her willingness to serve, if elected.

The Nomination/Election Committee, in coordination with the THA Executive Director, shall prepare a ballot and it shall be mailed or e-mailed to each member. Each member agency will get one vote and shall return the ballot to the THA Executive Director within a designated time frame.  The Nomination/Election Committee Chairman shall certify the election results as outlined by ballot count procedures in Article VII, Section 1.  Results will be announced to the membership.

Regional Director Vacancy:  Should a vacancy occur in a Regional Director’s position, the Regional Organization will be responsible for electing a replacement, according to guidelines in Article VII, Section 2.

ARTICLE VIII.   MEETINGS

Section 1.   The Annual Conference of the Association shall be held in August at a time and place to be determined by the Board of Directors after consideration of the recommendations of the Annual Conference Committee.  A Business Meeting shall be held during the Annual Conference at which time annual reports shall be presented

Section 2.     Meetings of the Board of Directors shall be Scheduled as follows:

a.     The Board Meetings conducted throughout the year shall be held  at a place and date designated by the Board of Directors during the preceding Board Meeting, subject to availability of the place and the date so designated.

b.      The August Board Meeting shall be held the week of the Annual Conference.

Section 3.   Any other meetings of the Board of Directors may be called at the President’s discretion.  All members of the Board of Directors shall be notified in writing at least fourteen (14) days prior to the date of the meeting.  A majority of the Board of Directors shall be present by roll call to constitute a quorum.

Section 4.    A majority vote of those present shall be required to pass a motion or resolution.

Section 5.    Parliamentary procedure shall be in conformance with Robert’s Rules of Order, Revised.  The incoming President at his or her discretion shall appoint a parliamentarian to serve for two (2) years.

Section 6.    Attendance by Officers and Directors shall be required at all meetings of the THA Board of Directors.  Those Officers or Directors who are unable to attend or participate in a meeting, may request an excused absence in written form by regular US mail, fax, or email citing the reason for non-attendance.  Such notice should be addressed to the THA Executive Director for transmittal to the THA Secretary.  The Secretary shall then record and present all excused absences to the Board for their action.  Two (2) unexcused absences by an elected Officer or a Regional Director during a term of office shall be grounds for removal by a two-thirds vote of the Board of Directors, a quorum voting at a regular Board Meeting.

Section 7.    Non-THA Board Members may attend Board Meetings at the discretion of the President of the Board with prior notice.  Notice of intent to attend or address the Board must be submitted to the Executive Director or President at least 5 working days prior to the meeting.  At the discretion of the Board, Non-THA Board Members will be given the opportunity to address relevant issues of concern regarding THA and which are on the Board agenda.  Non-THA Board Members will be allowed 10 minutes for his/her presentation of and response to issues currently before the Board.  Non-THA Board Members will be required to sit in a designated area.

ARTICLE IX.  COMMITTEES

The Texas Housing Association (THA) utilizes seven (7) standing committees to carry out the objectives of the Association and assist in the administration of Association affairs from time to time.  While committee membership is solicited from THA membership, the President has the final approval of all appointments to such standing committees.  Standing committees include:  Administrative, Annual Conference, Scholarship/Awards, Finance, Member Services, Training and Historical.  Other committees may be appointed by the President and Board as deemed necessary.  Detailed committee duties and responsibilities are located on the THA website.

ARTICLE X.  DUES

Section 1.   Annual dues for Agency Members shall be based on the size of the agency as follows:  Agencies with 1-50 units, $50.00; 51-150 units, $90.00; 151-300 units, $155.00; 301 – 600, $220; 601 + units, $300.00.   For Section 8 agencies, the number of units shall be based on units under contract as of January 1.

Section 2.   Annual dues for an Associate Member shall be a minimum of $200.

Section 3.   There shall be no dues for Honorary or Ex-Officio Members.

Section 4.    Dues as indicated above shall be due and payable in October, which is the beginning of the Association’s fiscal year.  To be a member in good standing a member shall have paid current full dues in the appropriate amount.

ARTICLE XI.  DISSOLUTION

Upon the discontinuance of the corporation, dissolution or otherwise, all assets of the corporation remaining after payment of the indebtedness of the corporation shall be transferred to an educational or charitable organization as designated by the current Board of Directors.

ARTICLE XII.  AMENDMENTS

Section 1.    All proposed amendments to these by-laws shall be reviewed by the Board of Directors and circulated to the membership at least thirty (30) days prior to the Annual Conference and submitted to the membership via regular mail or e-mail for a vote.  Ballots will be returned to the THA Executive Director by a designated date prior to the Annual Conference. An affirmative vote of two-thirds of the responding qualified members in good standing shall be necessary for the adoption of any amendment or amendments.

Section 2.    An amendment so adopted shall take effect immediately.