TGCC Board and Committee Policies

ARTICLE I. NAME

Section 1.

The name of this non-profit professional organization shall be the Texas Gulf Coast Chapter of the American Society of Interior Designers



ARTICLE II. PURPOSES

Section 1.

In accordance with the objectives and purposes stated in the Bylaws of the American Society of Interior Designers, the purposes and objectives of this chapter shall embrace all of those principles stipulated therein.



ARTICLE III. MEMBERSHIP

Section 1.

ELIGIBILITY AND ELECTION.  Categories describing the classification of membership as listed in ARTICLE V. of the Society’s Bylaws shall be the same as those within the chapter membership, and election shall be governed by the pertinent provisions of the Bylaws.

Section 2.

TERMINATION OF CHAPTER MEMBERSHIP.  Any member who, for any reason, ceases to be a member of the Society or is dropped from the Society’s roll for non-payment of dues, shall cease to be a member of the chapter.

Section 3.

RIGHTS AND PRIVILEGES OF MEMBERSHIP.  Only Professional members shall be qualified to serve as officers of the chapter.  Members of all categories shall be qualified to serve as members of the chapter’s Board of Directors, as specifically provided for in these Bylaws.  Professional, Allied Practitioner, and Allied Educator members shall be entitled to vote in connection with all chapter matters, including election of chapter officers and members of the chapter’s Board of Directors.


ARTICLE VI. NOMINATIONS AND ELECTIONS

Section 1.

NOMINATING COMMITTEE. The chapter Nominating Committee each year shall consist of:

i. a minimum of two Professional members, elected by the chapter’s voting members.

ii. the immediate past chapter president or one member from the chapter board, elected by the chapter board;

iii. where applicable, a representative of each chapter association, elected respectively by the voting members of each association; and

iv. one member elected by the previous year’s Nominating Committee from among its own members, who shall serve as non-voting chair of the Committee for such year only.

v. The chapter’s voting members [shall/shall not] elect one Allied Practitioner or Allied Educator member to serve on the chapter Nominating Committee.

Section 1A.

TERM LIMITS. Nominating Committee required qualifications and term limits are set forth in the Policies

Section 2.

NOMINATIONS. The Nominating Committee shall meet and nominate, by majority vote, candidates for each office as follows:

i. Officers – the Nominating Committee shall nominate one candidate for the offices of President-elect and other officers as determined by the chapter.

ii. Chapter Board of Directors – the Nominating Committee shall select a pool of candidates greater in number than the number of positions to be filled. Chapters may opt to use a single slate election process to elect is Board.

iii. Following Year’s Nominating Committee – the Nominating Committee shall select a pool of candidates greater in number than the number of positions to be filled. Chapters may opt to use a single slate election process to elect its board.

No member shall be a candidate for more than one position on either the national or chapter level, including Nominating Committee, at any one time. No member of the Nominating Committee shall be nominated for office, notwithstanding resignation from the Nominating Committee.

The Nominating Committee must cause its list of nominees to be posted with the chapter Secretary (or person designated by the Board for this purpose) as a matter of public record and must forward a copy of the list, as it will appear on the chapter ballot, to National Headquarters in the manner specified in the Policies.

Additional candidates for any position may be nominated through written petition signed by not less than ten percent of the total of Professional, Allied Practitioner, and Allied Educator members of the chapter in good standing, provided such petition is received by the chapter Secretary (or person designated by the Board for this purpose) no later than thirty (30) days after the names of the candidates submitted by the Nominating Committee have been filed with the Secretary, and provided that such persons are eligible to hold the office for which they are being nominated.

Section 3.

BALLOTING. By the date specified in the Policies, the Official Chapter Ballot, including names of eligible candidates nominated by the Nominating Committee and by petition for each office, and Board position, and for the following year’s Nominating Committee, must be mailed along with an official return envelope to all Professional, Allied Practitioner, and Allied Educator Members in good standing. Industry Partners Members in good standing will receive a ballot pertaining solely to election of Industry Partners Representative to the chapter’s Board.

Chapter members shall complete and return ballots to the Nominating Committee within ten days after mailing. The ballots shall remain unopened until the Nominating Committee meets to count them. Election as a chapter officer shall be deemed complete only if the named candidate is approved by at least fifty-one percent of the ballots cast. The Nominating Committee shall select a new candidate for such open chpater office and resubmit the ballot for membership approval as often as may be requisite until such fifty-one percent membership approval is obtained.

Each position to be filled on the chapter Board and the following year’s Nominating Committee shall be filled by the candidate(s) in each respective category who receive(s) the most votes, filling the first vacancy with the highest vote getter, the second with the second highest, and so forth. In the event of a tie for a final open position, the candidate to be elected shall be determined by a simple game of chance, conducted in the presence of the chairman of the Nominating Committee, or other membership of the Nominating Committee designated by the chairman, and the concerned candidates.


ARTICLE V. OFFICERS

Section 1.

CHAPTER OFFICERS. The minimum number of required officers shall be the President, President-elect, and Immediate Past President. The President-elect shall automatically succeed to the office of President at the conclusion of the incumbent President’s term of office. The President-elect shall be elected for a one-year term.

Section 1A.

TERM LIMITS. Officers’ required qualifications and term limits are set forth in the Policies.

Section 2.

PRESIDENT. The president shall be the same person who served as President-elect in the previous year. The President, as the chapter’s principal officer, shall preside at chapter, Board, and meetings; appoint members to fill committee vacancies created during his term; create special task forces; be an ex-officio member of all committees and task forces, except the Nominating Committee; and perform such other duties as may be required by the Board and as may be required to carry out the Strategic Plan.

Section 3.

PRESIDENT-ELECT. The President-elect shall, in the absence of the President, exercise the powers and perform the duties of the President. He shall also generally assist the President and perform such other duties as shall be prescribed by the Board of Directors. President-elect shall also serve as strategic chair to the strategic planning committee.

Section 4.

VICE PRESIDENT(S). Vice Presidents are not mandated positions by these Bylaws.

Section 5.

SECRETARY/BOARD MEMBER WITH ADMINISTRATIVE OVERSIGHT. The Secretary shall keep all records of all meetings of the chapter and of the Board of Directors, issue notices of all such meetings, maintain or cause to be maintained the roll of membership, and perform all other duties customarily pertaining to the office. The Secretary is not a mandated position by these Bylaws. The functions of a Secretary may be performed by the chapter office.

Section 6.

TREASURER/BOARD DIRECTOR WITH FINANCIAL OVERSIGHT. The Treasurer shall receive and deposit all chapter funds, in the name of the chapter, in a bank or trust company selected and approved by the Board of Directors. He/she shall prepare the chapter’s budget, make regular financial reports to the Board of Directors, and render an annual financial statement to the chapter membership. He/she shall perform all other duties incident to office. The title ‘Treasurer’ is not mandated by these Bylaws. A board member with financial oversight shall carry out the duties described above.

Section 7.

IMMEDIATE PAST PRESIDENT. The Immediate Past President shall be the same person who occupied the office of President during the previous year. If, for any reason, such person cannot serve in such office, than the position shall be filled according to vacancy Policies. The Immediate Past President shall be a voting member of the board and shall act as an advisor to the President and Board. The Immediate Past President shall perform other duties as may be requested by the President and/or Board.


ARTICLE VI. NOMINATIONS AND ELECTIONS

Section 1.

NOMINATING COMMITTEE. The chapter Nominating Committee each year shall consist of:

i. a minimum of two Professional members, elected by the chapter’s voting members.

ii. the immediate past chapter president or one member from the chapter board, elected by the chapter board;

iii. where applicable, a representative of each chapter association, elected respectively by the voting members of each association; and

iv. one member elected by the previous year’s Nominating Committee from among its own members, who shall serve as non-voting chair of the Committee for such year only.

v. The chapter’s voting members [shall/shall not] elect one Allied Practitioner or Allied Educator member to serve on the chapter Nominating Committee.

Section 1A.

TERM LIMITS. Nominating Committee required qualifications and term limits are set forth in the Policies

Section 2.

NOMINATIONS. The Nominating Committee shall meet and nominate, by majority vote, candidates for each office as follows:

i. Officers – the Nominating Committee shall nominate one candidate for the offices of President-elect and other officers as determined by the chapter.

ii. Chapter Board of Directors – the Nominating Committee shall select a pool of candidates greater in number than the number of positions to be filled. Chapters may opt to use a single slate election process to elect is Board.

iii. Following Year’s Nominating Committee – the Nominating Committee shall select a pool of candidates greater in number than the number of positions to be filled. Chapters may opt to use a single slate election process to elect its board.

No member shall be a candidate for more than one position on either the national or chapter level, including Nominating Committee, at any one time. No member of the Nominating Committee shall be nominated for office, notwithstanding resignation from the Nominating Committee.

The Nominating Committee must cause its list of nominees to be posted with the chapter Secretary (or person designated by the Board for this purpose) as a matter of public record and must forward a copy of the list, as it will appear on the chapter ballot, to National Headquarters in the manner specified in the Policies.

Additional candidates for any position may be nominated through written petition signed by not less than ten percent of the total of Professional, Allied Practitioner, and Allied Educator members of the chapter in good standing, provided such petition is received by the chapter Secretary (or person designated by the Board for this purpose) no later than thirty (30) days after the names of the candidates submitted by the Nominating Committee have been filed with the Secretary, and provided that such persons are eligable to hold the office for which they are being nominated.

Section 3.

BALLOTING. By the date specified in the Policies, the Official Chapter Ballot, including names of eligible candidates nominated by the Nominating Committee and by petition for each office, and Board position, and for the following year’s Nominating Committee, must be mailed along with an official return envelope to all Professional, Allied Practitioner, and Allied Educator Members in good standing. Industry Partners Members in good standing will receive a ballot pertaining solely to election of Industry Partners Representative to the chapter’s Board.

Chapter members shall complete and return ballots to the Nominating Committee within ten days after mailing. The ballots shall remain unopened until the Nominating Committee meets to count them. Election as a chapter officer shall be deemed complete only if the named candidate is approved by at least fifty-one percent of the ballots cast. The Nominating Committee shall select a new candidate for such open chapter office and resubmit the ballot for membership approval as often as may be requisite until such fifty-one percent membership approval is obtained.

Each position to be filled on the chapter Board and the following year’s Nominating Committee shall be filled by the candidate(s) in each respective category who receive(s) the most votes, filling the first vacancy with the highest vote getter, the second with the second highest, and so forth. In the event of a tie for a final open position, the candidate to be elected shall be determined by a simple game of chance, conducted in the presence of the chairman of the Nominating Committee, or other membership of the Nominating Committee designated by the chairman, and the concerned candidates.


ARTICLE VII. COMMITTEES

Section 1.

WORKING COMMITTEES AND TASK FORCES. Working committees and task forces shall be established by the President to perform specific chapter and/or society activities and shall be constituted and staffed as provided in Policies.

Section 2.

STANDING COMMITTEES OR TEAMS. Each chapter shall have:

a. a nominating committee or team with a chair.

b. a membership committee or team with a chair.

No chapter board or president shall appoint a committee or task force (formal or informal) that assumes the fiduciary responsibility of the chapter board (e.g. finance committee, ways & means committee, contract committee).


Article VIII. MEMBERSHIP MEETINGS

Section 1.

ANNUAL MEETING. There shall be an Annual meeting of the members of the chapter in each year at such time and place as the Board of Directors may designate provided that the same is held no later than ten days before the final scheduled meeting of the Society’s Board of Directors for such year.

Section 2.

SPECIAL MEETINGS. Special meetings of the members of the chapter may be called by the President, or by the Board of Directors, or on written request by 25% of the chapter members determined as of the preceding September 1. The purposes for such meetings should be given in the notice for the meeting, and actions taken therein will be limited to those purposes.

Section 3.

NOTICE OF MEETING. Notice of the Annual members meeting shall be mailed to each member at least 30 days in advance. Notice of a special members meeting shall be mailed to each member at least ten days in advance.

Section 4.

QUORUM. Ten percent of the voting members of the chapter, determined as of the prior September 1, shall constitute a quorum at any meeting of the members of the chapter.


ARTICLE IX. AMENDMENTS TO THE BYLAWS

Section 1.

AMENDMENTS BY MEMBERS.

A. These Bylaws may be amended at the annual or any special meeting by a majority vote of a quorum present at the meeting, provided that notice of the proposed amendment shall have been sent together with notice of the meeting.

B. No amendment shall be considered at the meeting unless the same has been submitted for consideration either upon recommendation of the Board or by written petition executed by not less than 25% of chapter members. Any proposed amendment shall be filed with the administrator or member with administrative oversight by either the Board or the petitioning members, as the case may be, not less than 45 days before the date of the meeting.

Section 2.

AMENDMENTS BY THE BOARD. These Bylaws may be amended first, by presentation of amendment at a regular Board meeting for Board’s consideration, and secondly, by vote on, amendment to take place at next regular Board meeting, provided each Board member receives notice of proposed amendments accompanied by pros and cons not less than ten (10) days prior to said meetings.

A. No amendment shall be considered at a Board meeting unless the proposed amendment has either been submitted by an officer or not less than two (2) Board members.

B. Any proposed amendment shall be filed with the Board no later than fifteen (15) days prior to the date of the Board meeting.

Section 3.

APPROVAL BY SOCIETY’S GENERAL COUNSEL AND SOCIETY’S BOARD OF DIRECTORS. Before any amendment to these Bylaws shall be presented for approval to either the members or the Board, it shall be approved by both (i) the Society’s General Counsel as to form and as to its content being within the powers of the Chapter to enact and (ii) by the Society’s Board of Directors.

Section 4.

INTERPRETATION OF BYLAWS. Each provision of these Bylaws and all amendments shall be interpreted so as to be consistent with the Society’s Bylaws and Policies.