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Bylaws Of Texas Criminal Justice Information
Users' Group
A Nonprofit Organization
ARTICLE 1
1.1 The principal office of the corporation in the State
of Texas shall be located in the City of Houston, County of Harris.
The corporation may have such other offices as the Board of Directors may
determine or as the affairs of the corporation may require from time to
time.
1.2 The corporation shall have and continuously maintain
in the State of Texas a registered office, and a registered agent whose
office is identical with such registered office, as required by the Texas
Non-Profit Corporation Act. The registered office may be, but need
not be, identical with the principal office of the corporation in the State
of Texas, and the address of the registered office may be changed
from time to time by the Board of Directors.
1.3 The objectives of the Texas
Criminal Justice Information User's Group shall be:
(1) Coordinate Criminal Justice Information System
Development and data processing, particularly at intergovernmental interface
levels.
(2) Exchange and distribute the information on
development and improvement of Criminal Justice Information Systems.
(3) Consolidate the approach on matters concerning
several offices or agencies, but not to include lobbying or political activities.
(4) Develop and promote standards of policies,
procedures, and processes within the Criminal Justice System.
(5) To serve as a state and federal agencies
users' group to promote efficient, effective integration of criminal justice
systems in the nation.
ARTICLE 2
2.1 The corporation
shall have three (3) classes of members. The designation of such
classes and the qualifications and rights of the members of such classes
shall be as follows:
The corporation shall have membership at three levels,
to wit, regular members, honorary members and associate members.
2.2 The secretary shall keep a current roster of members.
An associate member roster shall be maintained also except that associate
members may be dropped for non-attendance by vote of the majority of the
Board of Directors. Such rosters shall include as minimum, name,
title address, agency, telephone number, member level and specific areas
of expertise.
2.3 Individuals from the
following agencies are eligible to become regular members:
(1) Any city or county government, or any local,
criminal justice agency in Texas currently involved or contemplating involvement
in a computerized criminal justice information system or which uses or
has access to such a system.
(2) Any local government agency in Texas which
devotes an effort to:
(a) The application of computer technology
to the criminal justice community, or
(b) Providing service or support to one
or more criminal justice community(s), or
(c) The use of criminal justice information.
(3) Any employee of an eligible agency may become
a regular member by paying the prescribed dues.
(4) Each regular
member in good standing shall be entitled to one (1) vote on any issue.
Written proxy may be made and if so, conveyed to the secretary prior to
roll call of the business meeting.
(5) A regular member in good standing has paid
annual dues prior to attending the business meeting and cannot have had
membership suspended or terminated or have such action pending.
2.4 A person who has made
a significant contribution to the area of Criminal Justice Information
Systems or rendered distinguished service in related fields may be elected
to Honorary Membership in the organization by majority vote of membership
in attendance at a business meeting.
A Board member(s) may provide the nomination for Honorary
Membership and if, approved by the Board of Directors, it will be submitted
to the membership at the next meeting for approval by the membership.
Nominations for Honorary Membership may also be made by
any member, from the floor, at a regular business meeting.
Honorary members shall be granted lifetime full membership
at no cost to the individual or agency.
2.5 Anyone having an interest
in criminal justice information systems may become an associate member.
(1) Associate memberships may be obtained upon
making a written application to the Board and by paying the prescribed
dues. The Board may approve the membership or may submit it to the
voting membership. Associate members may attend meetings, serve on
committees, and make other contributions to the corporation; however, they
may not hold office nor be designated a voting representative.
(2) All Terminal Agency Coordinators (TAC) in
the State of Texas are granted associate membership at no cost to the individual
or agency. Any TAC may become a regular member by payment of prescribed
dues.
2.6 "Criminal Justice Agencies" shall include law enforcement
agencies responsible for enforcement of the general criminal law, prosecutorial
agencies, courts with criminal jurisdiction, correction agencies including
probation and parole agencies, and governmental agencies that are engaged
principally in the collection and providing of criminal justice information.
The terms "involved" and "involvement" shall refer to contribution of data
and information directly from the agency level, and shall exclude agencies
that extract information only and cannot directly add, supplement, correct,
edit or update existing information by any member.
2.7 Annual membership dues for regular
and associate members shall be prescribed by the Board on an annual basis.
All Past Presidents
and Honorary Members shall be granted life-time regular membership
at no cost to the individual or agency.
2.8 Membership annual dues shall be payable to the Secretary/Treasurer.
New individuals or agencies joining the organization after the first meeting
shall be assessed a full membership fee which is not subject to proration.
2.9 The Board of Directors,
by affirmative vote of two-thirds of all the members of the Board, may
suspend or expel a member for cause after an appropriate hearing and may,
by majority vote of those present at any regularly constituted meeting,
terminate the membership. Any member may resign by filing a written
resignation with the Secretary.
2.10 Any terminated member or associate may apply
for reinstatement of membership. Membership in this corporation is
not transferable or assignable.
ARTICLE 3
3.1 An annual meeting of the members shall be held at
least once a year for the purpose of electing Directors and Officers of
the corporation. The corporation may also hold at least one other
meeting each year.
3.2 Special meetings of the members may be called by the
President, the Board of Directors, the Advisory Committee Chair, or not
less than two-thirds of the members having voting rights.
3.3 The Board of Directors shall select the meeting site
and time of each meeting and shall select the meeting site no later than
prior to the adjournment of the preceding meeting. If no designation
is made or if a special meeting be otherwise called, the place of meeting
shall be the registered office of the corporation in the State of Texas;
but if all members shall meet at any time and place and consent to the
holding of a meeting, such meeting shall be called without call or notice,
and at such meetings, any corporate action may be taken.
3.4 No further notice of the time and place of each meeting
shall be necessary other than the announcement by the Board at the previous
meeting as previously outlined.
Any action required by law to be taken at a meeting of
the member or any action which may be taken at a meeting of the members
may be taken without a meeting, if a consent in writing, setting forth
the action so taken, shall be signed by two-thirds of the members entitled
to vote with respect to the subject.
3.5 Attendance of 51% of the regular
members registered at any meeting called by the Board shall constitute
a quorum upon certification by the Secretary or other officer or Board
member named.
If a quorum is not certified, no official business my
be conducted but the meeting may be adjourned from time to time with a
majority vote of the members present.
3.6 Where Directors or Officers
are to be elected by members or any class or classes of members, such election
may be conducted by mail in such manner as the Board of Directors shall
determine.
ARTICLE 4
4.1 The affairs of the corporation shall be managed by
its Board of Directors. Directors must be regular members of the
corporation.
4.2 The Board of Directors shall total six(6), three (3)
of which shall be elected as Directors, bearing position numbers
1 through 3. The other three members of the Board of Directors shall
consist of the current president, vice president, and secretary/treasurer.
The immediate Past President shall be an ex-officio member of the Board.
Each Director shall hold office until the next election
effecting that position or until a successor shall have been elected and
qualified.
4.3 A regular annual meeting
of the Board of Directors shall be held without notice other than this
bylaw, immediately after, and at the same place as, the annual meeting
of members. The Board of Directors may provide the resolution and
time and place for the holding of additional regular meetings of the Board
without other notice than such resolution.
4.4 Special meetings of the Board of Directors may be
called by or at the request of the President, any two Directors or the
Advisory Committee Chair. The person or persons authorized to call
special meetings of the Board may fix any place as the place for holding
any special meetings of the Board called by them.
4.5 Notice of any special meeting of the Board of Directors
shall be given at least ten (10) days previously thereto by written notice
delivered personally sent by mail, telegram or electronic means to each
Director and current members of the Advisory Committee at the address as
shown by the records of the corporation.
If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph company.
Any Director may waive notice of any meeting. The attendance of a
Director at any meeting shall constitute a waiver of notice of such meeting,
except where a Director attends such meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or covered. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the waiver of notice of such meeting, unless
specifically required by law or by these bylaws. If notice is given
by electronic means, notification is deemed delivered when electronic receipt
is confirmed.
4.6 A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board, but
if less than a majority of the Directors are present at said meeting, majority
of the Directors present may adjourn the meeting from time to time without
further notice.
4.7 The act of majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of the greater number is required by law or by these bylaws.
4.8 Any vacancy occurring in the Board of Directors
or officers of the corporation, other than the President which shall be
filled by the Vice President according to Article 5.5 of these bylaws,
shall be filled by the Board upon recommendation by the Advisory Committee.
A Director or officer elected to fill a vacancy shall be elected for the
un expired term of his predecessor in office.
4.9 Directors as such shall not receive any salaries for
their service to the corporation, but nothing herein contained shall be
construed to preclude any Director from serving the corporation in any
other capacity and receive compensation therefore.
4.10 Any action required by law to be taken at a meeting
of Directors, or any action which may be taken at a meeting of Directors,
may be taken without a meeting if a consent in writing setting forth the
action so shall be signed by all of the Directors.
4.11 The functions of the
Board of Directors include, but are not limited to the following:
(1) Formulate policy and organizational direction
and submit such policy and direction statements to the membership for its
approval;
(2) Designate host members, site, and date for next meeting.
(3) Designate permanent and temporary committees and members
thereof. The term for committee members shall be through the
end of the calendar year in which the committee (or members) was appointed.
(4) Review prospective associate member applications and
Honorary Membership nominations for eligibility and make recommendations
to the membership;
(5) Accept amendments to bylaws;
(6) Carry out any other duties expressed or implied elsewhere
in these bylaws;
(7) Faithfully abide by these bylaws and otherwise
carry out the will of the membership;
(8) To select from regular members the necessary officers
to conduct corporation's business as required;
(9) Present in writing to the general membership at the
first meeting of the calendar year, an action plan which shall include
but is not limited to, the goals and objectives to be accomplished during
the calendar year.
ARTICLE 5
5.1 The officers of the corporation shall be President,
Vice President and Secretary/Treasurer, and such other officers as may
be elected in accordance with the provisions of this article.
The Board of Directors may elect or appoint such other
officers, including one or more Assistant Secretary and one or more Assistant
Treasurer, as it shall deem desirable, such officers to have the authority
and perform the duties prescribed, from time to tome, by the Board of Directors.
Any two or more offices may be held by the same person, except the offices
of President and Secretary/Treasurer.
5.2 Officers of the
corporation shall be elected at the last general meeting of the year, which
is the annual meeting of the corporation. The officers of the corporation,
like the other members of the Board of Directors, shall be elected by the
membership. If the election of officers shall not be held at such
meeting, election shall be held as soon as thereafter as conveniently may
be. Each officer shall hold office until a successor shall have been
duly elected and shall have qualified.
5.2.1 Directors of the corporation
shall be elected for two year terms as follows:
The president, Vice President, and Board position two
(2) will be elected in the odd year. The Secretary/Treasurer, and
Board Positions one (1), and three (3) will be elected in the even year
making two year terms.
5.3 Any officer or Board member may be removed by
an affirmative vote of three (3) of the remaining officers or two-thirds
vote of the voting members present and voting.
5.4 Any officer or Board member may resign by tending
his written resignation to one of the officers of the corporation.
5.5 In the event of a vacancy of the office of President
the office shall be filled by the present Vice President. In the
event of a vacancy in the office of Vice President, the immediate Past
President may be appointed to the office of President until the Vice President
is elected or appointed.
5.6 The President
shall be the principal executive officer of the corporation and shall in
general supervise and control all of the business and affairs of the corporation.
He shall preside at all meetings of the members and of the Board of Directors.
He may sign, with the Secretary/Treasurer or any other proper officer of
the corporation authorized by the Board of Directors, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws or by statute of some other officer or agent of the corporation
and in general he shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from
time to time.
5.7 In the absence of
the President or in the event of his inability or refusal to act, the Vice
President (or in the event there be more than one Vice President, the Vice
President in order of their election) shall perform the duties of the President,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President shall perform
such other duties as from time to time may be assigned by the President
or Board of Directors.
5.8 If required
by the Board of Directors, the Secretary/Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
In the absence of any directive by the Board of Directors,
the Secretary/Treasurer shall serve without bond. He shall have charge
and custody of and be responsible for all funds and for moneys due and
payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in such banks, trust companies
or their depositories as shall be selected in accordance with the provisions
of Article 7, Section 7.3 of these bylaws; and in general perform all the
duties as from time to time may be assigned to him by the President or
the Board of Directors.
5.9 The Secretary/Treasurer shall keep the minutes of
the meetings of the members of the Board of Directors in one or more books
provided for that purpose; give all notices in accordance with the provisions
of these bylaws or as required by law, as custodian of the corporate records
and of the seal of the corporation, and affix the seal of the corporation
to all documents, the execution of which on behalf of the corporation under
its seal is duly authorized in accordance with the provisions for these
bylaws, keep a register of the post office address of each member and in
general, perform all duties incident of the Secretary/Treasurer and such
other duties as from time to time may be assigned to him by the President
or by the Board of Directors.
ARTICLE 6
6.1 The Board of Directors at the first annual meeting
each year shall appoint Directors for the following standing committees:
(1) Membership - New members solicitations
(2) Security and Privacy - Monitor any/all changes
in this area
(3) Vendor Relations - Promote vendor participation
(4) Historical - Documentation of TCJIUG history
(5) Nominations - Provide nominees for elected positions
(6) Publications - Semi-annual distribution of TCJIUG
history
(7) Programs - Organization of conferences
(8) By-laws - Parliamentarian Duties/Receive requests
for changes to bylaws
(9) Systems Manual Committee - Documentation for
on-line systems along with updates
(10) Advisory - composed of Past Presidents (exceptions
to 6.4 below)
6.2 Directors for these committees shall be members of the
Board of Directors. Chairpersons shall be selected by the Directors.
Committee members shall be selected by the Chairpersons from the general
membership.
6.3 The term for committee directors and members shall
be through the end of the calendar year in which they were appointed or
until their respective successors are appointed.
6.4 Standing committees shall be composed of at least
four (4) regular members or associate members or a mixture of both in good
standing with representation where possible from a cross section of Texas.
6.5 Each committee may adopt rules for its own government
not inconsistent with these bylaws or with the rules adopted by the Board.
6.6 These committees shall report to the Directors and/or
the general membership as directed by the Board of Directors.
ARTICLE 7
7.1 The Board of Directors may authorize any officer or
officers, agent or agents of the corporation, in addition to the officers
so authorized by these bylaws, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation.
Such authority may be general or confined to specific instances.
7.2 All checks, drafts, or orders for the payment of money
notes, or other evidences of indebtedness issued in the name of the corporation
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, such instruments shall be signed by the Secretary/Treasurer
or an Assistant Treasurer and countersigned by the President or Vice President
of the corporation.
7.3 All funds of the corporation shall be deposited from
time to time to the credit of the corporation in such banks, trust companies,
and other depositories as the Board of Directors may select.
7.4 The Board of Directors may accept on behalf of the
corporation a contribution, gift, bequest, or advise for the general purposes
or for any special purpose of the corporation.
7.5 The Board may authorize compensation for any members
expenses directly related to business of the corporation.
ARTICLE 8
8.1 The Board of Directors will provide for the issuance
of certificates evidencing membership in the corporation, which shall be
in such form as may be determined by the Board. Such certificates
shall be signed by the President or a Vice President and by the Secretary/Treasurer
or an Assistant Secretary/Treasurer and shall be sealed with the seal of
the corporation.
All certificates evidencing membership of any class shall
be consecutively numbered.
The name and address of each member and the date of issuance
of the certificate shall be entered on the records of the corporation.
If any certificate shall become lost, mutilated, or destroyed, a new certificate
will be issued as the Board of Directors may determine.
8.2 When an individual becomes a member in good standing,
a certificate of membership shall be issued in his name and delivered to
him by the Secretary/Treasurer.
ARTICLE 9
9.1 The corporation shall keep correct and complete books
and records of account and shall also keep minutes of the proceedings of
its members, Board of Directors, and committees having any of the authority
of the Board of Directors, and shall keep at the registered or principal
office a record giving the names and addresses of the members entitled
to vote. All books and records of the corporation may be inspected
by any member or his agent or attorney for any proper purpose at any reasonable
time.
ARTICLE 10
10.1 The fiscal year of the corporation shall begin on
the first day of January and end on the last day in December of each year.
ARTICLE 11
11.1 The Board of Directors shall provide a corporate
seal which shall be in the form of a circle and shall have inscribed thereon
the name of the corporation and the words "Corporate Seal of Texas Criminal
Justice Information User's Group".
ARTICLE 12
12.1 Whenever any notice is required to be given under
the provisions of the Texas Nonprofit Corporation Act or under the provisions
of the articles of incorporation or the bylaws of the corporations, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
ARTICLE 13
13.1 These bylaws may be altered, amended, or repealed
and new bylaws may be adopted by a majority of the members at any regular
meeting or at any special meeting where a certified quorum is present.
ARTICLE 14
14.1 The Advisory Committee shall consist of currently
active Past Presidents in good standing with the organization.
(1) To be in good standing a Past President
must have attended a conference and/or Board meetings within the last three
years.
(2) Cannot have had membership suspended or terminated
or have such action pending.
14.2 The Advisory
Committee shall provide operational oversight for the corporation.
Its functions include but are not limited to:
(1) Providing nominees for elected positions
and special committee directors:
(2) Preparing and maintaining written operating procedures
for the organization and each individual Board position;
(3) Providing an annual report to membership on the state
of the organization;
(4) Review all contracts and approve any financial obligations
being considered by the Board of Directors.
14.3 Unless otherwise specified by the Board of Directors,
the Chair of the Advisory Committee shall be the most immediate Past President
in good standing with the organization.
14.4 To qualify for the Advisory Committee, a Past President
must serve a minimum of one full term in the office of President.
14.5 Any advisory board member who attends 50% or more of the board meetings shall be considered acttive. Active members of the advisory committee may attend conferences and not be subject to the registration fees.
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