Southeast Texas Association of Public Purchasing Professionals

Governance:

Southeast Texas Association of Public Purchasing (SETAPP)
(as amended 7/01)

BY-LAWS

Article I - Name

The name of this organization shall be the Southeast Texas Association of Public Purchasing, Chapter of NIGP (National Institute of Governmental Purchasing, Inc.).

Article II - Objective

All persons who desire to become Members of this organization shall subscribe to the objectives of the Chapter as outlined in Article II of the Constitution.

 Article III - Membership

1. The membership shall consist of Regular, Honorary, Associate, Student, and Retired memberships.
   1. Regular Membership: Membership in the chapter shall be open to all public institution procurement and materials management professionals in federal, state, county, municipal and township activities, public school systems, colleges, universities, hospitals, commissions, authorities or any other political subdivisions of the State: full time employees of NIGP member agencies provided they spend the majority of their time involved in purchasing or materials management functions - persons with full time employment in positions having direct influence of the public procurement process, such as elected officials, department head, and educators.
   2. Honorary Membership: Honorary membership may be conferred by unanimous vote of the members upon individuals who have made distinguished contributions to the purchasing profession, or this Chapter. Honorary Members shall not be entitled to vote or hold office and shall be exempt from payment of dues.
   3. Retired Membership: Retired membership may be conferred upon members of this chapter upon their retirement from the pursuit of their livelihood through active employment, and upon written request for such membership. Retired members shall be entitled to vote and hold office and shall be exempt from payment of dues.
   4. Associate Membership: Persons eligible for regular membership but who by reason of transfer, geography, work conflict, etc. are not reasonably able to attend meetings, etc. shall be eligible for associate membership which may be conferred by simple majority vote of the regular members. Associate members shall not be entitled to vote or hold office.
   5. Student Membership: Full-time college students (12 or more semester hours) shall be eligible for student membership. Student members shall not be entitled to vote or hold office.
2. Admission: An applicant becomes a Regular member upon acceptance of the application, payment of dues, and confirmation by the Membership Committee that they meet all eligibility requirements outlined in Paragraph 1 above.
   
3. Revocation: The Board of Directors may revoke the membership of any person for nonpayment of dues, or for other just cause, including violations of the NIGP Code of Ethics. A person considered for membership revocation, except for nonpayment of dues, shall be provided written notice of the proposed action by the Board of Directors and be given opportunity to show cause as to why the membership should not be revoked.

Article IV - Officers & Adminstration

1. The following shall constitute the officers of the Chapter: President, Vice President, Secretary, Treasurer.
   1. President: The President shall exercise general supervision over the affairs of the chapter, preside over all meetings of the chapter, be a member ex-officio of all committees and perform all duties incident to the office of the President. The President shall be responsible for authorizing expenditure or commitment of chapter funds, and shall countersign all chapter checks issued on behalf of the chapter. Any expenditures in excess of $500 or 20% of the current treasury balance, whichever is less, shall require the approval of the Board of Directors.
   2. Vice President: The Vice President shall develop and administer program content, selection criteria, nomination and selection pertaining to annual awards and scholarship, shall see that audit of financial records is performed, and performs such duties as are assigned by the President. The Vice President is authorized to sign or countersign chapter checks in the temporary absence of the President or Treasurer.
      1. The Vice President shall direct the Awards and Scholarship Committee. The Awards and Scholarship Committee shall consist of the following four Members:
         • Vice President, Chairperson
         • Chairperson of the Education Committee
         • Chairperson of the Membership Committee
         • Member-at-large from the chapter membership, nominated by the President and approved by the Board of Directors

         This Committee shall be responsible for the development and administration of procedures, criteria, and final selection of recipients for the following annual chapter awards.
         
         This Committee shall also coordinate submission of the NIGP Chapter of the Year criteria, nomination for the National Professional Public Buyer of the Year, and nomination for the National Public Purchasing Manager of the Year Awards to NIGP.

      2. Each year the Awards and Scholarship Committee shall review procedures and criteria used in selecting recipients of the Chapter's Purchasing Manager of the Year Award, Professional Buyer of the Year Award and Annual Scholarship Award and submit any recommended changes for approval to the membership not later than the second month of the chapter fiscal year. If no changes are deemed necessary, the Committee shall report this to the membership by the second month of the chapter fiscal year.

      3. Any recommended changes shall be submitted to the membership in writing, at least thirty (30) days prior to the next chapter meeting in order to vote on the recommendation at that meeting. Upon approval by the membership, any changes shall be submitted to NIGP for approval by the Executive Vice President.
   3. Secretary: The Secretary shall maintain a written record of the proceedings of all meetings of the Board of Directors and of the Chapter, mail all notices of all meetings and the affairs of the Chapter to the Chapter and to NIGP, and perform such other duties as may be assigned by the President or Board of Directors.
   4. Treasurer: The Treasurer shall be responsible for the accounting of the funds of the chapter, shall maintain complete records of receipts and disbursements, and shall render a true and complete report relative to the affairs of the office at each meeting. The Treasurer shall prepare and sign all chapter checks and deliver to the President or Vice President for countersignature. The Treasurer shall be responsible for collecting membership dues, shall prepare an annual membership list of paid members in good standing, and include the year in the heading, for presentation at the first Board of Directors Meeting of the chapter year. This list shall be effective January 1 and shall also be submitted to NIGP according to its requirements.
   5. Board of Directors: The governing body of this chapter will be an executive board called the Board of Directors, chaired by the President, consisting of the immediate Past President, Vice President, Secretary, Treasurer, and standing Committee Chairpersons. It shall be the duty of each Member of the Board of Directors to attend each meeting of the Board of Directors and to bring to the regular Board Meeting an article for the Chapter Newsletter. The Board of Directors shall control and manage the affairs and finances of the Chapter and shall have authority to take actions that will serve the best interest of the Chapter and its Members. The Board of Directors shall have no authority to expend or commit funds, or otherwise cause indebtedness of the Chapter unless such expenditures, commitment or indebtedness is approved in advance by two-thirds (2/3) majority vote of the membership at a regular meeting. The Board of Directors shall review and unanimously approve special announcements before mailed to the membership or to prospective members.
2. The fiscal year of the Chapter shall be January 1 through December 31.

Article V - Nominations & Elections

1. The Nominating Committee and its Chairperson are appointed by the President and shall consist of not less than five (5) members. The nominating Committee will recommend a slate of officers for membership vote at the October chapter meeting. The slate of candidates will be announced by mail to the membership thirty (30) days prior to the October meeting. Officers shall be elected at the October meeting from the slate of candidates presented by the Nominating Committee and any eligible and consenting members nominated from the floor. A simple majority vote of those regular members in attendance, and by absentee ballot, will be required for a candidate to win election. Votes by absentee ballot will be counted only if submitted on the Chapter?s Absentee Ballot form and notarized by a Notary Public. The Absentee Ballot shall be received by the Nominating Committee prior to the official vote.
   
   The following officers shall be elected:
   • President
   • Vice President
   • Secretary
   • Treasurer

   In the event of a vacancy in an officer's position, it shall be filled by automatic succession and a special election held in accordance with Article V, Section 1, of the By-Laws.

2. No member of this chapter shall be eligible for any office or directorship unless he/she has been a member in good standing for at least one year immediately preceding the election.

3. No two (2) members from the same office may serve as officers at the same time.

Article VI - Terms of Office

1. The term of office of all officers and directors shall commence on January 1 of each year.
2. The term of office of all officers and directors shall be for a period of one (1) year.

Article VII - Vacancies

A vacancy may exist in any office for the following reasons:

• Death
• Resignation
• Physical inability to perform the duties of the office
• Removal from the office for cause

The Board of Directors may, by a majority vote, vacate any office for cause or whenever the Board of Directors shall determine that the incumbent is physically incapable of performing the duties of such office. In cases of excessive absenteeism, an appointed Board member may be removed from their post by order of the President and an elected Board member may be removed from their post upon recommendation by the President to the Board of Directors and majority consent by vote of the Board of Directors. The officer shall be given, by registered mail, written notice of any such proposed action of the Board of Directors together with a detailed statement of the reasons thereof at least thirty (30) days before removal action by the Board. The officer affected shall have the right to respond to such notice within twenty (20) days after receipt of such notice.

Article VIII - Meetings

The chapter shall meet at a minimum frequency of once per calendar quarter. One meeting per year will be reserved for alternate regional locations, all other meetings will be conducted in Houston. The date shall be determined by and may be changed by the Board of Directors. The Facilities Committee Chairperson, together with the President, shall determine the location of Chapter meetings in Houston. The Facilities Committee Chairperson and respective alternate regional Co-Chairperson shall determine the location of Chapter meetings in their respective regions. The President may call a special meeting at any time deemed necessary. Regular, Annual and Special meetings shall be announced in writing to the membership a minimum of fifteen (15) days in advance.

1. Annual Meeting: The purpose of the Annual Meeting shall be to elect officers, present annual report and financial statement, and other transactions of business shall be brought before it. Awards may also be presented.
2. Special Meetings: Special Meetings of the Chapter may be called by the President on his/her own motion. Special meetings may be called by any other officer upon approval by the Board of Directors. Regular Members of the chapter may, upon approval of the Board of Directors or upon presenting written approval of two thirds (2/3) of the regular membership call for a special meeting of the chapter.
3. Committee Meetings: Committees shall meet as often as necessary to accomplish their goals.
4. Notice of Meetings: Written notice of the purpose, time and place of all Regular, Annual or Special Meetings of the Chapter shall be given by the Secretary to all members. Such notice shall be served no less than fifteen (15) days and no more than sixty (60) days prior to the meeting.
5. Quorum: For any meeting, a quorum shall consist of the majority of the membership present.
6. Voting: Each Regular Member or Retired member in good standing shall be entitled to one (1) vote. Except as otherwise provided by the Constitution or By-Laws of the Chapter, a majority of the votes cast by the membership at a meeting duly called shall be sufficient to take or authorize action upon any matter which may properly be brought before the meeting.
7. Authority: Except where inconsistent with these By-Laws, Robert's Rules of Order shall govern the conduct of the meetings of the Chapter.
8. Board of Directors Meetings: The Board of Directors shall meet regularly at a time and place specified by the President at a frequency of no less than one (1) meeting every other month. The President may call special Board of Directors meetings at any time deemed necessary.
   

Article IX - Committees

1. Standing Committees: The Standing Committees of the Chapter shall be as follows:
   • Budget and Finance Committee
   • Education Committee
   • Membership Committee
   • Program Committee
   • Public Relations Committee
   • Facilities Committee
   • Legislative Liaison Committee
   • Awards and Scholarship Committee
   1. Budget and Finance Committee: The Budget and Finance Committee shall consist of not less than three (3) members. The Budget and Finance Committee's primary responsibilities are to plan, establish, and execute the Chapter's financial program, prepare and present the Chapter's annual report, financial analyses and statements; supervise, coordinate and review the Committee's budget proposals for the year. The Committee's Chairperson shall make periodic reports to the President on the status of their activities. The Treasurer shall be an ex-officio member of the Committee.
   2. Education Committee: The Education Committee shall consist of not less than three (3) members. The Education Committee's primary responsibilities are to plan, establish and coordinate educational programs, subject to approval by the Board, which further the knowledge, expertise and professionalism of the membership, such as organizing workshops and NIGP seminars- and towards certification (CPPB and CPPO) of the Chapter members. The Committee Chairperson shall make periodic progress reports to the President on the status of the Committee's activities.
   3. Membership Committee: The Membership Committee shall consist of not less than three (3) members. The Membership Committee's primary responsibilities are to organize an effective recruiting program to prepare materials for distribution to potential members or to help familiarize them with the Chapter; and to work with the President on membership problems. The committee's Chairperson shall make periodic progress reports to the President on the status of their activities. The Committee shall be responsible for sending out delinquent membership dues notices where necessary.
   4. Program Committee: The Program Committee shall consist of not less than three (3) members. The Program Committee's primary responsibilities are to plan, develop and coordinate information programs, which are educational in nature, for the membership. Responsibilities shall include arrangements for guest speakers at meetings and to arrange for audio visual aids, panels and/or other appropriate methods to achieve the desired objectives. The Committee Chairperson shall make periodic progress reports to the President on the status of the Committee's activities.
   5. Public Relations Committee: The Public Relations Committee shall consist of not less than three (3) members. The Public Relations Committee's primary responsibilities are to inform the membership of Chapter cultural and educational activities as well as social events. The Public Relations Committee shall collect articles, prepare, edit and publish the Chapter's quarterly newsletter. The Committee shall collect and send articles to member's local newspaper, to NIGP, etc., to publicize individual achievements, as well as those of the Chapter. The Committee's Chairperson shall make periodic progress reports to the President on the status of the Committee's activities.
   6. Facilities Committee: The Facilities Committee shall consist of not less than three (3) members. The Facilities Committee's primary responsibilities are to identify local sites to accommodate Chapter requirements for conducting general membership, Board of Directors and all special called meetings, negotiate arrangements and make necessary reservations subject to the Board of Directors approval. The Committee Chairperson will also serve as liaison with the alternate regional location Co-Chairperson to ensure adequate facilities are provided for alternate regional location meetings. The Committee's Chairperson shall make periodic progress reports to the President on the status of the Committee's activities.
   7. Legislation Liaison Committee: The Legislation Liaison Committee shall consist of not less than three (3) members. The Legislation Liaison Committee's primary responsibilities are to maintain liaison with legislative committees which deal with procurement matters; to give the committees the views of the Chapter; to inform membership of legislative activities and matters.
2. Special Committees: From time to time, the President may appoint Special Committees. The Chairperson of such a committee shall keep the President advised at all times on the activities of the Committee and shall render such progress reports as required by the President.

Article X - Financing

1. Membership Dues: The Chapter shall receive annual dues from the membership. The Board of Directors shall set the rate for all membership dues, delinquent dues late fees, and new member initiation fees of the ensuing year, and present such recommendation to the membership at least thirty (30) days prior to the October membership meeting in writing, in order to vote on the recommendation at that meeting. Members shall pay, in full, individual membership annual dues as approved by the membership. Invoices will be issued in November of each year and payable prior to February 1 of the ensuing year. Delinquent dues will incur late fee(s) as approved by the membership if paid in February or March of the ensuing year. Those members who have not remitted dues by April 1 of the ensuing year will no longer be considered in good standing and will automatically be dropped from the membership roll. Members who have been dropped from the membership roll are ineligible for membership for the remainder of the current year but may reapply for membership as a new member in the ensuing year. New members shall pay annual dues on a quarterly pro-rated basis at the time of membership approval, in any given fiscal year. In addition to membership dues, all new members will be subject to an initiation fee as approved by the membership irrespective of the quarter in which membership is approved.
2. Assessment: The Chapter may, at its option, and in accordance with the Constitution and ByLaws of this Chapter, assess its members for financial support of the Chapter's activities.
3. Contributions and Gifts: The Chapter may receive financial contributions and non vendor gifts in support of its activities. The financial receipts of the Chapter derived from sources other than membership dues may be retained for the support of the Chapter's activities unless other arrangements approved by the Board of Directors are established.
4. Fund Raising: The Chapter may conduct fund raising functions to support its activities. No person, officer or member, may in the name of the Chapter, solicit or receive gifts or contributions of any kind without the approval of the Board of Directors or from the President.

Article XI - Amendments

1. Time for Filing Proposals for Amendments: All proposals to amend, alter, or repeal any part of the Constitution and/or By-Laws must be mailed to the membership thirty (30) days prior to the meeting that would consider the changing of same.
2. Amendments: At designated meetings of the Chapter, the membership may, by two-thirds (2/3) majority vote, alter, amend, or repeal any part of the Constitution and By-Laws, adopt a new Constitution and By-Laws, or direct the Board of Directors to cause any provision of the Constitution and By-Laws to be altered, amended, repealed, or adopted, however, that no provision of the Constitution and By-Laws to be amended would be inconsistent with the Chapter status as a non-profit corporation under the laws of the State of Texas or in conflict with NIGP nor would infringe on the rights of a third party. All amendments or changes to the Constitution or By-Laws are subject to approval by NIGP prior to adoption. Votes by absentee ballot will be counted only if submitted notarized by a Notary Public and received by the President prior to the first official vote.

Article XII - Separability

If any Section of the Constitution and By-Laws are found to be unjust or unconstitutional, it shall not affect any other portion except as amended under Article XI, Section 1.

Article XIII - Revocation/Dissolution

In the event a chapter charter is revoked or a chapter is dissolved, the Chapter shall:

1. After satisfaction of all debts to NIGP and other debtors, deposit all residual funds with the National Treasurer or donate to another non-profit institution exempt from federal income tax under Section 501(c)(3) of the IRS Code, such as the Lewis E. Spangler Professional Development Foundation, or NIGP Building Fund;
2. Deposit with NIGP all properties of the Chapter, including original Charter, financial statements, official chapter records, etc., upon completion of either a) letter revocation or b) letter of dissolution, whichever is applicable. All properties will be held at the National Headquarters Office of NIGP in the event of reactivation of the Chapter.

Revocation: Revocation of a Chapter Charter is accomplished by the NIGP Board of Directors by vote of two-thirds (2/3) of the entire Board of Directors.

Dissolution: Dissolution of a Chapter is accomplished by three-fourths (3/4) of the Chapter members eligible to vote and certification thereof to the National Board of Directors.

Reinstatement: Reinstatement of a Chapter Charter may be accomplished upon application to the Executive Vice President and favorable vote of a majority of the NIGP Board of Directors.