Texas Victim Services Association, Inc.

Bylaws
Article I   Name

Section 1. The name of the organization shall be Texas Victim Services Association, Inc. (hereinafter “TVSA”).

Section 2. This organization shall be and is a non-profit organization, incorporated under the Texas Non-profit Corporation Act.

Article II   Mission and Purpose

Section 1.  The mission of TVSA is education, support and recognition for victim service providers.

Section 2. The purpose of TVSA shall be to provide a network and to facilitate communication, assistance and collaboration among individuals that assist victims of crime.

Section 3. The further purpose of TVSA is to promote quality services to victims of crime through training and education for members, victim service providers, victim advocates and volunteers.

Article III   Location

Section 1. The principle office of the organization, where records are kept, shall be located at a site to be determined by the Board of Directors.  The Board of Directors shall have the authority to change the location of TVSA’s principal office as the affairs of the organization may require.

Article IV   Powers and Responsibilities

Section 1. The organization shall have the power to indemnify and hold harmless any officer or chair person from any suit, claim, judgment, or liability arising out of, or asserted to arise out of conduct of such person in their capacity as an officer or chair person (except in willful misconduct).  The organization shall have the power to purchase or procure insurance for such purposes.

Section 2. The organization shall keep correct and complete books and records for accounts and shall also keep minutes of the proceedings of the meetings of its members, Board of Directors, Executive Committee, and all committees having any of the authority of the Board.  Said books and records of the organization may be inspected by any member for the purpose of reviewing the business of the organization at a reasonable time, after a written request by the reviewing member has been received by the Executive Committee.  Said written request shall state the purpose for the request and state the books and/or records relevant to the review.  The member shall have the right to examine the books and/or records relevant to that purpose.

Article V.   Membership

Section 1. Eligibility  

Membership is open to individuals or organizations who provide paid or unpaid services to victims of crime and/or public education regarding victimology and who subscribe to the mission and purposes set forth in Article II of this document, and also to individuals who, though not providers of such services or education, subscribe to the mission and purposes set forth in Article II of this document.

Section 2. Application for membership  

Membership in any category shall be by application to the membership committee.

Section 3. Dues

Membership dues shall be paid annually.   Organizational dues shall be twice that of individual dues.  The Board of Directors shall have the authority to review and set the amount of dues annually, but shall not increase dues by more than fifty percent (50%) without a vote of the membership.

Section 4. Categories and Benefits of Membership  

A. Organizational Members:  
An organization which provides services to or education about victims of crime shall be entitled to receive newsletters and its designated representative shall have one (1) vote, and may hold elective office and chair or serve on committees.  An Organizational Member shall also be entitled to two (2) or more reduced conference fees as determined by the Board of Directors.
 
B. Individual Members:  
An individual who provides services to or education about victims of crime shall be entitled to receive newsletters and reduced conference fees, have one vote, hold elective office, and chair or serve on committees.

C. Affiliate Members:
An organization or individual which, although not providing services to or education about victims of crime, subscribes to the mission and purposes set forth in Article II of this document and supports the work of TVSA, shall be entitled to receive newsletters and recognition for their support.
      
Section 5. Termination  

Any member may have membership terminated in accordance with policy established by the Executive Committee.

Section 6. Voting  

A. To be eligible to vote on any matter brought before the membership, the individual or organizational representative must be a member in good standing with dues current at least thirty (30) days prior to the membership meeting or to the deadline set for ballots to be returned by mail or facsimile (fax).

B. Organizational representatives and individual members in good standing shall each have one vote at membership meetings and in elections conducted by mail or facsimile (fax).  When voting by mail or fax, individual and organizational members shall be required to use their signatures.

C. All members eligible to vote shall have the privilege of making motions, presenting resolutions and voting on all matters before the membership.  A simple majority of eligible voting members shall be required and suffice for action by the membership, subject to the provisions of these Bylaws regarding quorum and Bylaws amendments.

Section 7. Appeals of Membership Denials and Terminations  

Any person or organization may appeal a denial or termination of membership in accordance with the policy and procedure approved by the Board of Directors.

Section 8. Annual Meeting  

An annual meeting of the members shall be held in Texas each year at such place, date and hour as determined by the Board of Directors for the transaction of any business as may come before the membership.  

Section 9. Special Meetings  

Special meetings of the membership shall be called at any time by the President or by petition of two-thirds (2/3) of the Board of Directors or one-third (1/3) of the current membership as reflected on TVSA membership roles.

Section 10. Notice of Meetings  

Notice of membership meetings shall be given to members by written notice, mailed no later than the thirtieth (30th) day preceding the membership meeting.  Notice of special meetings shall be given by the Secretary only after the President is in receipt of a petition in compliance with Article V, Section 9 of these Bylaws.

Section 11. Quorum  

A quorum for any properly called and notified meeting of the voting members shall be a two-thirds (2/3) majority of members in attendance when the meeting is called to order.

Article VI.   Board of Directors

Section 1. Eligibility  

Individual members and organizational representatives who meet the criteria set forth in this Article and who comply with requirements established by the Board of Directors shall be eligible for membership on the Board of Directors.

Section 2. Number and Composition of the Board of Directors

A. The Board of Directors shall number no less than five (5) and no more than fifteen (15).  

B. Members of the Board shall include the President, President-elect, Secretary, Treasurer, Past President, Conference Chair, Communication Chair, Membership Chair, Program Development and Training Chair, Regional Coordinators and At Large Members as determined by the Board of Directors.

Section 3. Responsibilities of the Board of Directors

A. The Board of Directors shall establish policies that support and further the purposes and mission of the organization and the proper transaction of TVSA business.

B. Each member of the Board of Directors shall have a fiduciary duty to TVSA including the duties of care and loyalty to TVSA and shall uphold the Bylaws and Code of Ethics of TVSA.  The Board of Directors shall exercise ordinary business judgment in managing the affairs of TVSA.  In acting in their official capacity they shall act in good faith and shall take actions they reasonably believe to be in the best interests of TVSA and that are not unlawful.  Members of the Board of Directors member shall not take any action that they should reasonably believe would be opposed to TVSA’s best interest or would be unlawful.  A Board of Directors member shall not be liable if, in the exercise of ordinary care, said Director acts in good faith, relying on written financial and legal statements provided by an accountant or attorney retained by TVSA.

Section 4. Meetings of the Board of Directors  

A. The Annual Meeting of the Board of Directors shall be held whenever possible in conjunction with and prior to the Annual Membership Meeting.  The Board shall meet three other times or as needed during the calendar year to conduct the business of the organization.

B. Special meetings of the Board of Directors may be called by the President or by petition made to the President by at least fifty percent (50%) of current board members.  These meetings shall be held, when possible, face-to-face and may also be held electronically by means of a telephone conference call or a computer subject to the provisions of this Article and according to procedures approved by the Board of Directors.

C. Notice of meetings of the Board of Directors shall be provided each board member a minimum of ten (10) days in advance of the meeting.

Section 5. Term of Office

A. The term of office for members of the Board of Directors other than the President-elect and Past President shall be two (2) years.  The term of office for President-elect and for Past President shall be one (1) year and shall be served in alternate years from each other.  All members shall be eligible for election or re-election to any position subject to the provisions of these Bylaws.  
 
All members shall rotate off the Board after a maximum of six (6) years continuous Board service.  The maximum years of continuous Board service shall increase to eight (8) years only to allow a candidate for President-elect to complete the terms of President-elect, President, and Past President.  Board members who have rotated off the Board shall again be eligible for election or appointment to the Board after one (1) year.

B. A Board member shall hold office until a successor has been
elected and qualified, subject to the provisions of these Bylaws.

Section 6.  Duties

A. The President shall:
1. Preside at all meetings of the membership, the Board of Directors and the Executive Committee.
2. In the first year of term serve as Chair of the Nominations Committee.  
3. Chair the Strategic Planning Committee.
4. With the exception of the Conference Committee Co-Chairs, Finance Committee Chair, Nominations Committee Chair and Strategic Planning Committee Chair, appoint all chairs and committees.
5. Except for the Nominations Committee Chair and committee, the President shall appoint all chairs and committees whenever there is a vacancy between the annual elections of Board members.
6. Call meetings of the membership, the Board of Directors and the Executive Committee.
7. Authorize public statements with the approval of the Board of Directors or the Executive Committee.
8. Exercise general supervision over the interest and welfare of TVSA.
9.Perform other such duties as are assigned by the Board of Directors.

B. The President-elect shall:
1. Chair the Nominations Committee.
2. Serve in the capacity of President in the absence of the President.
3. Assume the office of President at the start of the new term.
4. Perform other such duties as are assigned by the President or the Board of Directors.

C. The Secretary shall:
1. Record the minutes of all meetings of the membership, the Board of Directors and the Executive Committee.
2. Serve in the capacity of President in the absence of the President and President-elect.
3. Perform other such duties as are assigned by the President or the Board of Directors.

D. The Treasurer shall:
1. Chair the Finance Committee.
2. Provide a financial accounting report at each meeting of the membership and of the Board of Directors.
3. Develop an annual budget for Board approval.
4. File appropriate state and federal reports and other such forms and papers as required by law or by contract.
5. Conduct financial transactions on behalf of the organization.
6. Perform other such duties as are assigned by the President or Board of Directors.

E. The Past President shall:
1. Serve on the Strategic Planning Committee.
2. Perform other such duties as are assigned by the President or the Board of Directors.

F.  Conference Chair shall:
1. Chair all meetings of the Conference Committee
2. Perform, and supervise those delegated to perform, all tasks related to the planning and execution of the organization’s annual conference
3. Make regular reports to the Board of Directors on the progress of the Committee and obtain Board approvals as determined by Board policy
4. Perform other such duties as are assigned by the President or the Board of Directors.

G.  Communication Chair shall:
1.   Chair the Communication Committee
2.   Coordinate communication activity for TVSA
3.   Manage the website
4.   Oversee the newsletter
5    Perform other such duties as are assigned by the President or the Board of Directors.

H.   Membership Chair shall:  
1.   Chair the Membership Committee
2.   Oversee conference registration
3.   Perform other such duties as are assigned by the President or the Board of Directors.

I.   Program Development and Training Chair shall:
1.   Develop training for Regional Coordinators
2.   Investigate and pursue possible certification for Victim Service Providers
3.   Perform other such duties as are assigned by the President or the Board of Directors.

J.   Regional Coordinators shall:
1. Represent their respective state regions.
2. Coordinate support and training for victim service providers in their respective regions.
3. Serve on the Nominations Committee.
4. Serve on the Conference Committee when the Annual Conference is held in their region.
5. Perform other such duties as are assigned by the President or Board of Directors.

K.  At Large Members shall:
1. Represent the membership at large.
2. Serve on one or more committees.
3. Perform other such duties as are assigned by the President or Board of Directors.

Section 7.  Nomination and Election of the Board of Directors

A.Nominations shall be made through the Nominations Committee using polices and procedures approved by the Board of Directors.
 
B.Board Members shall be elected by tallying votes received by mail or facsimile (fax) prior to the [annual membership meeting] Annual meeting of the Board of Directors. The Nominations Committee shall set the date and time by which ballots shall be received and counted.  A plurality vote of eligible voting members shall elect.  

C.Regional Coordinators will be elected by receiving a plurality of vote of eligible voting members of their respective region.  

D.In the event of a tie, the tie shall be broken by a majority vote of the sitting Board of Directors, with any Directors that had been included in that year’s balloting abstaining.  In the case of a subsequent tie the President shall cast the deciding vote.
 
E. Board members shall take office at the Annual Meeting of the Board of Directors.

Section 8. Vacancies  

With the exception of the office of President-elect and Past President, any vacancy occurring on the Board of Directors shall be filled by Presidential appointment with approval by the Board of Directors.

Section 9. Quorum  

A quorum of the Board of Directors shall be fifty percent (50%) of the positions filled.  Action on any issue shall require a simple majority.

Section 10. Removal of a Board Member

One third (1/3) of the Board of Directors or one third (1/3) of the membership may petition for the removal of any member of the Board.  The Board of Directors shall hear the petition at a regular meeting and determine the outcome by procedures determined by the Board of Directors.

Section 11. Standing and Ad Hoc Committees

A. Standing Committees shall be: Bylaws, Communications, Conference, Finance, Membership, Nominations, and Strategic Planning.
 
B. Committee Chairs shall be voting members in good standing.  With the exception of the Conference Committee Chair, Finance Committee Chair, Nominations Committee Chair, and the Strategic Planning Committee Chair, committee chairs shall be appointed by the President with approval by the Board of Directors.

C. Ad Hoc Committees shall be created by the President or the Board of Directors as deemed necessary to conduct the business of the organization.

D. Except for the Nominations Committee Chair and committee, the President shall appoint all chairs and committees whenever there is a vacancy between the annual elections of Board members.

Article VII   Executive Committee

Section 1. Composition  

The Executive Committee shall be composed of the President, President-elect, Secretary, Treasurer, Conference Chair, Past President, and such others as may be determined by the Board of Directors.

Section 2. Authority

The Executive Committee shall have the authority of the Board of Directors to act on any business of TVSA whenever the Board of Directors is not convened in a regular or special meeting, subject to the provisions of these Bylaws.

Section 3. Meetings

The Executive Committee shall meet as needed to perform its function in the organization.  Meetings may be called by the President or by petition of at least three (3) Executive Committee members.

Section 3. Quorum

A quorum for an Executive Committee meeting shall be fifty percent (50%) of the offices filled.  Action on any issue shall require a simple majority.

Article VIII   Funds and Finance

Section 1. The fiscal year shall be determined by the Board of Directors.

Section 2. Revenues from sources other than dues may be raised in a manner determined by the Board of Directors.

Section 3. Within ninety (90) days of its annual meeting the Board of Directors shall adopt a budget of estimated income and expenditures for the following fiscal year.

Section 4. The Board of Directors, and the Executive Committee when complying with Article VII Section 2, may enter into contract and execute and deliver any instrument in the name and on behalf of TVSA.

Section 5. All checks, drafts or orders for payment of money issued in the name of TVSA shall be signed by such officer or officers of TVSA and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, they shall be signed by the Treasurer and/or the President.

Section 6. All funds shall be deposited to the credit of the organization in banks, trust companies or other depositories as determined by the Board of Directors may select.

Section 7. The Board of Directors may accept gifts on behalf of TVSA.

Article IX   Dissolution

Upon dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of liabilities of the organization, dispose of all the assets of the organization to the Crime Victims’ Compensation Fund administered by the Attorney General of the State of Texas.

Article X   Amendments

The Board of Directors, with approval by the membership, may amend these By-laws to include or omit provisions that it can lawfully include or omit at the time the amendment is made.  Upon written notice of at least thirty (30) days any number of amendments or an entire revision of these Bylaws may be submitted and voted upon at a general membership meeting or by mail or facsimile ballot and shall be adopted at such meeting or on return of ballots upon receiving a two-thirds (2/3) vote of the eligible members present or submitting ballots.

Article XI   Parliamentary Procedure

The rules contained in “Robert’s Rule of Order” shall govern the meetings of TVSA, subject to the Bylaws of this organization.

Article XII   Resolutions

The Board of Directors shall develop a policy for the adoption of resolutions at the annual membership meeting. Adopted resolutions will be used to guide the actions and statements of the Board of Directors.

Certification

These Bylaws were presented to the membership for certification on July 20, 1998, and for amendment on May 2, 2002, on April 15, 2003, on February 25, 2004, July 15, 2005, September 14, 2006, September 13, 2007, September 11, 2008, September 15, 2009, and April 1, 2010, in each case duly adopted or amended by a two-thirds majority of those eligible members responding and voting.