TLA Bylaws

THE TEXAS LOCKSMITHS ASSOCIATION
BYLAWS AS REVISED/2014
PREAMBLE REALIZING THE MUTUAL BENEFITS TO BE DERIVEDFROM A POLICY OF COOPERATIVE ACTION, ANDKNOWING THE ADVANTAGES OF EDUCATIONAL CHARACTER TO BE GAINED BY FREE EXCHANGE OF IDEAS AND INFORMATION, WE, THE LOCKSMITHS OF TEXAS DO HEREBY ASSOCIATE OURSELVES TOGETHER AND PLEDGE OURSELVES TO FULL COOPERATION, ONE WITH THE OTHER, FOR THE BENEFIT OF ALL MEMBERS.

ARTICLE I NAME
The name of the organization shall be TEXAS LOCKSMITHS ASSOCIATION, hereinafter referred to as TLA.

ARTICLE II OBJECT
The object and purpose of TLA, organized as a business league, shall primarily be educational: pledging to develop a higher standard of public service and security; increasing the knowledge, experience and skill of its members through classes, courses of instruction, panel and discussion groups and seminars; improving the image and prestige of the locksmith and his family in the community through classes, panel groups and seminars on management and public relations as it applies to the locksmith; and promoting a spirit of cooperation among locksmiths of all races, creeds and national origins with the goal of better and more professional service to the public and shall secondarily be to champion legislation through lobbying efforts which will favorably affect the locksmithing trade on behalf of it’s members; all within the meaning of Section 501(c) (6) of the Internal Revenue Code.

ARTICLE III MEMBERS

  1. Section 1. Members Status
    1. Regular. To qualify for regular or shop membership an individual shall meet all requirements for locksmith registration if required by Texas law and: (Amended 2014 )
    2. Be at least eighteen (18) years of age and have at least six (6) months experience in locksmith work or;
    3. Be an registered owner or manager of a licensed locksmith shop or;
    4. Have received training in this profession either through an accredited school or through on-the-job training by an accredited locksmith and be actively engaged as a professional locksmith.
    5. TLA members who have retired from the locksmith trade may continue their membership without being registered as provided they no longer practice locksmithing.
    6. Provisional regular or shop membership may be granted if registration has been applied for but not yet granted by the state. Provisional membership will be reviewed by the board at each quarterly board meeting to determine if state registration has been granted and the provisional membership converted to a regular membership. If the registration has been denied or blocked, the provisional membership will be canceled. (Amended 2014)
      A provisional membership may be continued at the discretion of the board if the denial of registration is being appealed. No refund of dues and assessment will be granted in the event a registration is denied.
  1. Apprentice. To qualify for apprentice membership an individual shall be at least twelve (12) years of age and a dependent of a regular or life TLA member. An apprentice member shall automatically become a regular member upon age eighteen (18) providing that apprentice membership status has been maintained and that member is actively engaged in locksmith work and received locksmith registration if required by Texas Law.
  2. Associate. To qualify for associate membership an individual or business firm shall be approved and pay the fees set by the TLA Board of Directors, herein after referred to as BOD.
  3. Honorary. To qualify for honorary membership an individual member shall: 1. Have provided exemplary contributions and service to TLA; 2. Be selected by the BOD.
  4. Life. To qualify for life membership a member may be selected by the BOD and have been:

1. A member in good standing for a minimum of ten (10) years and have provided exemplary
service to TLA by serving on the BOD, on committees education and/or TLA road show
program; instructing; volunteering; being an ambassador and recruiter for TLA; or
2. A member in good standing for a minimum of fifteen (15) years of continuous membership and
at least 65 years of age or will reach 65 years of age during the calendar year of selection.
3. There shall be no more than three (3) members selected each year.
Section 2. Applications. All applicants shall be without a record of felony grade offense or unethical business practices or conduct.
A. Application for membership shall be on the official TLA membership form, accompanied by the required dues and assessment, if applicable, and forward to the current TLA secretary.
    B. All dues and assessment, if applicable, for all applicants approved for membership for the first time between September 1 and December 31 shall be considered paid through December 31 of the following year.
C. Applicants’ names shall be published in the ADVISOR for a period of thirty (30) days to allow any member to advise the membership committee chairman of any reasons known that could effect the applicants’ approval for membership.
D. Members in good standing in local locksmith associations may apply for TLA membership by:
1. Meeting registration requirements if required by Texas Law,
2. Completing the appropriate official TLA membership form;
3. Providing a letter of recommendation from their respective local association; and
4. Paying current dues and assessment, if applicable.
E. Applications of those members having been dropped for any reason shall be discarded after a period of two (2) years.
Section 3.  Privileges of Membership:
A. Regular and life members may exercise all rights and privileges as enumerated in the TLA Bylaws.
B. Life members are exempt from annual dues and assessment fee.
C. Apprentice, honorary and shop members may exercise all rights and privileges except that they shall not vote or hold elective office. (Amended 2014)

D. Associate members may exercise the following privileges:
1. Advertise in the TLA ADVISOR and/or TLA Website for a fee determined by the BOD;
2. May attend conventions, but shall not participate in any official deliberations of TLA;
3. Shall be loaned a special certificate or plaque to display in their respective places of business upon
    payment of a monetary deposit, if necessary;
4. Use mailing service to mail material to TLA’s members providing that:

a. material is pertinent to locksmith trade;
b. material is mail-ready;
c. postage is applied;
d. the handling fee as determined by the BOD has been paid.

Section 4. Good Standing. A member in good standing shall be one whose current dues and assessment, if applicable, have been paid in accordance with the provisions of these Bylaws and who is not under disciplinary action.
Section 5. Suspension. The name(s) of any member(s) who has (have) not paid dues by the close of the registration desk on the day of the general membership meeting and/or has (have) not paid the assessment, if applicable, by the due date shall be placed on an inactive list for a maximum of sixty (60) days from the date of the closing of the registration desk and shall have all rights and privileges suspended for that same period of time. If at the end of the sixty (60) days suspension dues remain unpaid, the member shall be dropped from membership immediately.
Section 6. Resignation. Resignation of any member in good standing shall be submitted in writing to the BOD and shall be effective immediately.
Section 7. Termination and Reinstatement.
A. Termination. A member whose dues and assessment, if applicable, remain unpaid after the sixty (60) day suspension period that starts at the close of the registration desk on the day of the general membership meeting shall be dropped from membership unless the BOD authorizes a waiver for the non payment of the assessment.
B. Reinstatement. All former members who meet all the requirements for reinstatement shall retain their original membership number.
1. A former member who resigned in good standing shall be granted reinstatement if the application accompanied by current dues and assessment is made within six (6) months following the date of resignation.

2. A former member who forfeited membership for nonpayment of dues may petition the BOD for
reinstatement within six (6) months of forfeiture for reinstatement upon application and payment of
current dues and assessment and ten dollar ($10.00) reinstatement fee.
3. A former member who was dropped from membership for nonpayment of assessment, if applicable, and applies for reinstatement within one year shall petition the BOD for reinstatement accompanied by the assessment fee and ten dollar ($10.00) reinstatement fee.
4. A former member who applies for reinstatement after termination of membership later than six (6) months after resignation or non payment of dues and later than one (1) year for non payment of assessment, if applicable, shall submit an application and meet all current requirements for membership.
Section 8. Suspension and Expulsion. Criteria is as follows:
A. Omission or falsification of entries on the membership application forms or changes in eligibility requirements after being a member shall be grounds for expulsion or termination of membership from TLA.
B. Any member, having been given the opportunity to appear before the BOD in executive session, found to be a discredit to the locksmith profession or otherwise unfit for membership in TLA, by the judgment of the BOD, determined by secret ballot, shall be suspended for a period of time to be set by the BOD or expelled from membership. Upon request of the expelled or suspended member, an appeal may be made to the general membership during the next general membership meeting. The expelled member may petition the BOD within one (1) year, accompanied by a fee of twenty-five dollars ($25), once, for further consideration.
C. If reinstatement is granted, the fee shall be applied to the current dues and assessment, if applicable and any balance shall be returned.
D. If reinstatement is not granted, the fee shall not be returned but deposited in the TLA general fund.
Section 9. Charges Against Member. When preferring charges against a member, a fee of twenty dollars ($20) shall be held by the Secretary until the hearing is completed. If the charges are valid, the fee shall be returned; if not valid, the fee shall be deposited in the general fund.

ARTICLE IV DUES AND ASSESSMENT
Section 1. Dues. The total annual dues and assessment for all classes of TLA members
except life and honorary members shall be ninety-five dollars ($95.00).
A. Annual dues shall be fifty seven dollars ($57.00) or a percentage allowed by
Article IV Section 2 and shall be deposited in the TLA general fund.
B. Assessment shall be thirty eight dollars ($38.00) or a percentage allowed by
Article IV Section 2 and shall be deposited in the TLA legislative fund.
C. Annual dues and assessment, if applicable, shall be payable between the first
day of the year and by the close of the registration desk on the day of the general
membership meeting.
Section 2. Assessment. The purpose of the assessment is to fund lobbyist’s requirements.
A. The amount and due date of all assessments, if applicable, except punitive
assessments, shall be determined only during a convention and shall require a
two thirds vote of the delegates present and voting in the affirmative for adoption.
B. Nonpayment of assessment, if applicable, by due date shall result in a suspension
of sixty 60) days.
C. If payment is not made within sixty (60) days, the member shall be dropped
from the membership unless the BOD authorizes a waiver.
D. The "Assessment" will be no more than 60% of the total "Dues and Assessment" collected from each member for the year.
Section 3. Shop Membership - The total annual dues and assessment for shop membership of TLA members shall be sixty five dollars each ($65.00).
A. Annual dues split shall be thirty five dollars ($35.00) or a percentage allowed by Article IV Section 2 and shall be deposited in the TLA General Fund.
B. Assessment shall be thirty dollars ($30.00) or a percentage allowed by Article IV Section 2 and shall be deposited in the TLA Legislative Fund.
C. Annual dues and assessment, if applicable, shall be payable between the first day of the year and by the close of the registration desk on the day of the general membership meeting. ( Amended  2014 )

ARTICLE V OFFICERS
Section 1. Elected Officers. The elected and voting officers shall be president, first vice-president, second vice-president, secretary, treasurer, parliamentarian, sergeant-at-arms, editor, and membership.
Section 2. Qualifications. Regular and life members in good standing shall be eligible for election to any office except that two members in the same family shall not be elected to check-signing officer positions. No member shall hold two elective offices at the same time.
Section 3. Term of office. Officers shall serve for a term of one year or until their successors are elected. No officer shall serve more than two (2) consecutive terms in the same office with the exception of secretary, treasurer, and editor. Officers shall assume their duties at the close of the convention.
Section 4. Vacancy in office. A vacancy in the office of president shall be filled by the first-vice-president; a vacancy in any other elected office shall be filled for the unexpired term by a ballot vote of the BOD. In the event vacancies occur at the same time in the offices of both president and first-vice-president, the second vice-president shall immediately notify all members of the BOD and, within ten (10) days, call a meeting or initiate a vote of the BOD by mail for the purpose of electing a new president.
Section 5. Duties of elected officers. Officers shall perform the duties provided in this section and such other duties as are prescribed for the offices in these Bylaws and in the current edition of Robert’s Rules of Order Newly Revised.
A. The President shall:
1. Preside at all regular and special meetings of TLA, the BOD and the convention;
2. Ensure that all members adhere to the Bylaws, Special Rules of Order and Standing Rules;
3. Be an authorized signatory on TLA accounts;
4. Prepare and submit a balanced budget for approval by the BOD;
5. Appoint chairmen of all standing and special committees except the nominating committee;
6. Serve as an ex officio member of all standing and special committees except the nominating and
scholarship committees;
7. Be bonded, the cost of bonding to be paid by TLA;
8. Perform such other duties as directed by the BOD, or as may be incident to this office.
B. The First Vice-President shall:
1. Serve as the presiding officer in the absence of the president,;
2. In the event of disability or resignation of the president, serve as president for the remainder of the
unexpired term;

3. Perform other duties as directed by the BOD, or as may be incident to this office;
4. Be bonded, the cost of the bonding to be paid by TLA.
C. The Second Vice-President shall:
1. Maintain a current procedures handbook for BOD members;
2. Perform the duties as directed by the president and/or BOD, or as may be incident to this office;
3. Be bonded, the cost of the bonding to be paid by TLA;
D. The Secretary shall:

1. Record the proceedings of all meetings of TLA and the BOD;
2. Provide the editor with action taken during the BOD meetings;
3. Notify all BOD members at least fourteen (14) days prior to all regular meetings;
4. Distribute a copy of the BOD minutes to the BOD members within thirty (30) days;
5. Have custody of all books and papers except those specifically assigned to other officers and
chairmen;
6. Maintain a record of all moneys given to the treasurer for deposit;
7. Notify all members who are suspended/dropped/rejected from the TLA membership;
8. Provide each member with the new assessment information via the TLA ADVISOR;
9. Be bonded, the cost of bonding to be paid by TLA;
10. Be an authorized signatory on TLA accounts;
11. Prepare an annual report of the BOD activities for BOD approval and present at the annual convention;
12. Perform other duties as directed by the BOD, or as may be incident to this office.
E. The Treasurer shall:
1. Oversee all TLA money accounts.
2. Receive TLA dues from the secretary and other moneys;
3. Keep an accurate account of all moneys received and disbursed;
4. Disburse money for approved budgeted items upon receipt of invoice or other documentation
from the member responsible for the budget item;
5. Be an authorized signatory on TLA accounts;
6. Provide information for the filing of all TLA tax and accounts forms on time;
7. Prepare and submit a balanced budget for approval by BOD.
8. Treasurer’s books and records shall be turned over to an audit committee appointed by the
president for audit during convention week.
9. Prepare a financial statement for BOD meetings and an annual financial statement for BOD review and audit;
10. Submit completed treasurers’ books and records no later than thirty (30) days after the close of
the convention for Certified Professional Audit annually or when requested by the BOD/and or with the change of the treasurer. If the treasurer is elected for a second term there is no need for
a CPA audit unless requested by the President / or BOD.
11. Be bonded, the cost of bonding to be paid by TLA;
12. Be custodian and ensure the surety bonds are valid;
13. Perform other duties as directed by the BOD, or as may be incident to this office.
F. The Parliamentarian shall:
1. Attend all meetings of TLA and the BOD;
2. Advise upon matters of parliamentary procedure upon request from the president and members;
3. Be chairman of the Bylaws Committee;
4. Be bonded, the cost of the bonding to be paid by TLA.
5. Perform other duties as directed by the BOD, or as may be incident to this office;
G. The Sergeant-at-Arms shall:
1. Classify all instructional/demonstrative classes presented at all TLA meetings into one of two categories: restricted or unrestricted;
2. Ensure attendance of restricted classes is limited to TLA members in good standing;
3. Ensure peace and security at all TLA meetings;
4. Perform other duties as directed by the BOD, or as may be incident to this office;
5. Be bonded, the cost of the bonding to be paid by TLA.
H. The Editor shall:
1. Compile and publish the ADVISOR monthly and distribute it to all members in good standing; ( 2014)
2. Establish due dates of material to be incorporated in each issue;
3. Use economical judgment in publishing the ADVISOR;
4. Obtain permission from the president of the BOD before publishing any letters in the
ADVISOR;
5. Verify with the secretary that the advertising fee has been paid prior to placing the advertisement in the ADVISOR;
6. Perform other duties as directed by the BOD, or as may be incident to this office;
7. Be bonded, the cost of the bonding to be paid by TLA.
I. The Membership Director shall:
1. Maintain a current record of all classes of members and prepare a list of all members in good standing
for the convention;
2. Receive and retain all processed membership applications and sign membership cards;
3. Ensure completeness of membership qualifications and applications prior to submitting petition to the
board for approval for membership;
4. Maintain a record of all monies given to the treasurer for deposit;
5. Notify all members, who are suspended/dropped/rejected from the TLA membership;
6. Prepare an annual report of the BOD activities for BOD approval and present at the annual convention;
7. Perform other duties as directed by the BOD, or as may be incident to this office.
8. Be bonded, the cost of the bonding to be paid by TLA.

ARTICLE VI NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee.
A. Composition. A nominating committee composed of three members in good standing shall be appointed by the BOD.
B. Duties of the chairman and committee members:
1. The chairman of the nominating committee shall provide the editor with the nomination form to be published three (3) months prior to the convention. Those members desiring to be officers shall complete forms and return to the nominating committee chairman;
2. The committee shall consider and interview prospective candidates for the various elective offices;
3. The chairman shall post the list of candidates for office prior to the business meeting of the convention;
4. The committee shall also be authorized to propose nominees for any elected office.
C. Reports. In the report to the membership, the committee shall submit the name of at least one nominee for each office to be filled, if possible. Nominations may also be made from the convention floor providing the nominee consents to serve, if elected.

Section 2. Election of Officers.
A. Officers shall be elected individually by ballot at the annual convention. A majority vote of the delegates present and voting shall elect.
B. If there is but one nominee for any office, the vote may be viva voce. If there are three candidates for an office and no one receives a majority vote on the first ballot, the nominee receiving the lowest number of votes shall be dropped from the ballot.
C. If there is a tie on the second ballot, the candidate who received the highest number of votes on the first ballot shall be declared the winner.
D. A recount of the ballot shall be accomplished prior to balloting for another office. The ballots shall be discarded at the close of the business meeting of the convention.
Section 3. The following pledges shall be given as appropriate:
PLEDGE TO MEMBERSHIP
"I , do hereby accept membership m the Texas Locksmiths Association, and pledge that I shall be governed by the Bylaws, Rules, Regulations and policies of said Association".
PLEDGE TO DUTY
“I, , do hereby swear to faithfully discharge the duties of my office to the best of my ability and I further pledge that in so doing I shall conform to the Bylaws, Rules, Regulations and Policies of the Texas Locksmiths Association".
Section 4. Election of officers. After discussion in executive session, including the officer in question, the BOD concludes that there is a failure to perform the duties of the elected office as prescribed in these Bylaws, and the officer does not voluntarily offer an oral resignation, the BOD shall declare that the officer has resigned from that office and the BOD shall proceed to fill the vacancy according to ARTICLE V, Section 4.

ARTICLE VII MEETINGS
Section 1. Date, Location, and Notification
A. TLA shall hold at least one annual convention for the purpose of providing education, trade show, etc., and a general membership meeting for the purpose of electing officers, receiving reports, amending bylaws and conducting such other business as may properly arise.
B. The annual convention shall be held in Texas in the following order of preference: first choice February, then January, then March, in the event that the BOD is unable to find a suitable location within these months the BOD shall have the discretion to schedule the convention at an appropriate time
C. When a matter arises which the BOD considers of sufficient interest or importance to require the support or advice of all members, the BOD shall call a special convention. The official call to the convention, annual or special, with the date and location of the meeting, shall be mailed to the membership no later than thirty (30) days prior to convention.
D. The annual convention shall be open to and may be attended by all classes of members and guests.
E. The amount of any registration fees for members and/or guests shall be determined by the BOD.
Section 2. Voting. Each regular and life member in good standing shall be a delegate to the TLA convention. No delegate shall have more than one (1) vote. Proxy voting shall not be permitted.
Section 3. Quorum. Five voting members of the BOD shall constitute a quorum of the BOD. Twenty percent (20%) of the entire membership in good standing or forty (40) members in good standing whichever is the lesser number, shall constitute a quorum for any meeting of TLA. If any voting percentage requirement of these Bylaws should now, or at any future time, be in conflict with or
contrary to the provisions of the Texas Business Corporations Act, as from time to time amended, then the provision of said Act shall prevail without requiring any amendment of the TLA Bylaws.
Section 4. Emergency Provision. If circumstances, such as a national emergency, prevent the holding of the annual convention, the BOD, voting at a meeting, by mail, or by telephone, shall be authorized to cancel or postpone the convention, and provide for the necessary business including the election of officers by mail. ARTICLE VIII BOARD OF DIRECTORS
Section 1. Composition. The voting members of the BOD shall be composed of the officers elected at the annual convention.
Section 2. Duties and Powers. The authority of the BOD is limited, in all respects, by the provision of these Bylaws. In accordance with the TLA Bylaws and subject to the orders of the convention body, the BOD shall have authority to administer the affairs of, and act on behalf of, TLA between conventions. Duties and powers of the BOD shall include, but not necessarily be limited to, the following:
A. Adopt a balanced budget and request periodic audits, as necessary;
B. Create special committees;
C. Approve/disapprove all membership applications and notify all applicants of decision;
D. Provide general supervision for the collection and disbursement of TLA monies;
E. Establish the date and location of the annual or special convention;
F. Determine the amount of all convention registration fees;
G. Adopt rules to govern its own proceedings;
H. Adopt procedures Handbook for officers and committee chairmen;
I. Determine the eligibility of members’ continued membership;
J. Maintain a record of all TLA property;
K. Manage/monitor the legislative consultant with the Legislative Fund; secure financial statement
quarterly or at least annually or as otherwise requested by the President / or BOD and prepare at least annually a report of lobbyist and legislative activities for the membership;
L. Prepare a summary of action taken during the term;
M. Sell or dispose of obsolete, non-functional TLA assets;
N. Approve all applications for: College Scholarship, Longhorn Award, the George Robbins Memorial
Education award, and Life Member Awards.
Section 3. Non-Budgeted Expenditures. Between BOD meetings the following financial constraints apply:
A. The aggregate total of not-budgeted-for and not previously BOD approved expenditures shall not
exceed three-hundred dollars ($300) for the president and one hundred dollars ($100) for the other
officers except the secretary and editor.
B. The BOD member shall be reimbursed up to the aggregate total allowed for the expenditures if the BOD believes the expenditures are for the good of and in support of TLA and approves the expenditure.
C. If the expenditure is approved but exceeds the allowable aggregate total, the monetary amount above the aggregate total is paid by the BOD member.
D. If the expenditure is not approved, the BOD member shall be financially liable for the entire amount of the expenditure.

Section 4. Meetings
A. Regular Meetings. Regular meetings of the BOD shall be held at a convenient and economical
location or by teleconference, video conference or by computer conference at least four (4) times during the term and such other times as may be deemed advisable by the president or five (5) members of the BOD.
(Amended 2012)
B. Special Meetings. Special meetings may be called by the president. Notice of special meetings shall be given to all voting BOD members no later than ten (10) days in advance of the meeting.
Section 5. Annual Reports. Prior to convention, each member of the BOD and committee chairmen shall prepare a record of the activities during his/her term of office for information to the succeeding BOD member and committee chairmen. The annual report of the BOD activities shall be reported at the annual convention.
Section 6. Mail or Telephone Vote. In the interim between meetings of the voting members of the BOD, a mail or a telephone conference call may be taken on an emergency matter at the request of the president. The results of such action shall be reported at the next meeting of the BOD and shall become a part of the minutes of that meeting.
Section 7. Email Vote. In the interim between meetings of the voting members of the BOD, the President may receive a request for a motion from a Board member and place the motion before the Board via e-mail to the BOD. The motion must be stated precisely in the text of the email with a stated time limit of at least ten days for any discussion or amendment and a deadline for a voting response within one week of the expiration of the discussion time limit. A quorum of the BOD must respond to the email within the voting deadline or the motion does not pass. The results of such action (pass or fail) shall be reported at the next meeting of the BOD and shall become a part of the minutes at that meeting.
Section 8. Transfer of Officers. All files shall be forwarded to the newly elected officers and newly appointed chairmen at the first regular BOD meeting following the post-convention BOD meeting.

ARTICLE IX BOARD OF TRUSTEES
Section 1. Composition. The Board of Trustees shall be composed of all living past TLA presidents. The immediate past president shall be the chairman of the Board of Trustees. If the immediate past president declines or is unable to serve, the chairman shall be a former TLA president selected in descending order.
Section 2. Duties. The Board of Trustees shall:
A. Oversee the College Scholarship program, Longhorn Award, George Robbins Education Award,
Memorial Educational fund and other programs as directed by the BOD;
B. Ensure that money for the College Scholarship program is placed to obtain the greatest growth
potential without undue risk;
C. Report on the progress of the College Scholarship fund at the annual convention;
D. Be advisors to the current BOD and recommend to the BOD members areas of improvement to maintain the highest standard of accomplishment as stated in the TLA Bylaws.

ARTICLE X STANDING AND SPECIAL COMMITTEES
Section 1. Standing Committees. The standing committees of TLA shall be: auditing, bylaws, convention, education, finance, membership, nominating, and scholarship. Details on how to accomplish the duties are enumerated in the procedures handbook.
Section 2. Expenditures. All standing and special committee chairmen shall submit final expenses to the Treasurer no later than fifteen (15) days following the convention.
Section 3. Duties of Standing Committees.
A. The Auditing Committee shall be approved by the BOD and consist of three (3) members in good standing not being related to current member of the BOD and shall:
1. Audit TLA’s financial records at least once annually, and at other times as requested by the BOD;
2. Present the report of the annual audit, as of December 31, during the general membership meeting for approval by the members;
3. Submit the audited financial statement, after approval by the membership, to the editor for publication.
B. The Bylaws Committee shall:
1. Receive and edit proposed amendments to the Bylaws and rules submitted by the BOD or two members, provided that such proposed amendments shall have been received by the committee no later than ninety (90) days prior to the convention;
2. Be authorized to originate such proposed amendments to the Bylaws, Special Rules of Order and
Standing Rules as the committee may deem appropriate or desirable;
3. Report all proposed amendments, with any BOD and/or committee recommendations, to the
membership in the official call to convention.
C. The Convention Committee shall plan and coordinate all the events and activities for the annual convention, appointing other committees to support the convention, as required.
D. The Education Committee shall be responsible for all of the education and associated educational activities of the road shows and the convention.
E. The Finance Committee shall have general supervision of the finances of TLA, subject to guidance and approval of the BOD;
F. The Membership Committee shall promote the growth and retention of the membership.
G. The nominating committee shall perform the duties as described in Article VI. Section 1 of these Bylaws.
H. The Scholarship Committee shall be managed by the Board of Trustees and the BOD in accordance with the following criteria.
1. Application for award.
a. Applicant shall:
1. Be a son or daughter, grandson or granddaughter of a regular or life TLA member in good standing and either be entering or already have attended college;
2. Submit to the TLA secretary postmarked between April and May 31, a completed official TLA application form;
3. Apply each year for renewal of scholarship postmarked between June 15 and July 15.
b. TLA secretary shall acknowledge all applications received.
c. Board of Trustees shall notify the applicant of the decision reached by the BOD.
2. Processing the application. The BOD in executive session shall:
a. Review all new application(s) and select recipient(s) for the award(s)on the basis of the following criteria:
1. If entering college for the first time:
a. Secondary school scholastic record and class standing;
b. SAT and/or ACT scores;
c. Special awards received and recommendations of his/her educators;
d. Character reference;
e. Financial need;
f. A grade Point Average of 2.75 or above.
3. If currently or previously enrolled in college:
a. Transcript of classes and grades;
b. Special award(s) received and recommendation(s) of educators;
c. Character references;
d. Financial need;
e. A minimum of twelve (12) semester hours;
f. A Grade Point Average of at least 2.75 or above for the last year
attended. (a grade point average of 2.5 shall be given consideration
based upon applicant’s monetary need.)
4. If renewing a scholarship:
a. Good conduct standing in college with any probationary discipline
resulting in disqualification;
b. Grade Point Average of least 2.75 or above;
c. Continued financial need;
d. continued good citizenship.
    5. Excuse the BOD member(s) from deliberations if a member of the family is an
        applicant;
    6. Disqualify any applicant that submits fraudulent information on the application and consider expulsion of TLA member;
    7. Award up to four (4) annual $1,000.00 scholarships to individual recipient(s) for a maximum of four (4) years;
    8. Determine the number of awards to be given annually based on the interest or income available from the fund;
    9. Renew scholarship(s) providing that recipient(s) continue to meet all criteria;
    10. Determine the amount of money to be deposited to the scholarship fund at least annually.
Section 4. Special committees. There shall be such special committees as may be deemed necessary by the BOD or the convention body.
Section 5. Committee Members. Each committee chairman shall select the members of that committee and submit them for approval by the president. The president shall be ex officio member of all standing and special committees with the exception of the nominating and scholarship committees.

ARTICLE XI CONVENTIONS
The TLA president shall be the official representative to the Associated Locksmiths of America convention. In the event that the president is unable to attend, the first vice-president shall attend.

ARTICLE XII INDEMNIFICATION
The directors, officers, trustees, agents and servants of the Texas Locksmiths Association shall be indemnified for any costs, expenses, or liabilities incurred as a result of the performance of their duties as provided in the Texas Statues, or any amendments thereof.

ARTICLE XIII PARLIAMENTARY AUTHORITY
The rules contained in the current issue of Robert’s Rules of Order Newly Revised shall govern the proceedings of TLA in all cases in which they are not inconsistent with TLA Bylaws, Special Rules of Order, and Standing Rules.

 

ARTICLE XIV AMENDMENTS
All members in good standing must be notified of the proposed amendment(s) in writing by mail at their last known address at least thirty (30) days prior to the convention.
Section 1. Amendments to Bylaws. These Bylaws, with the exception of ARTICLE 1 and ARTICLE II, may be amended by a two-thirds vote of the delegates present and voting at any annual convention, provided that the proposed amendments have been presented to the bylaws committee according to ARTICLE X Section 3B.
Section 2. ARTICLE I and ARTICLE II of these Bylaws may be amended by a nine-tenth vote of the delegates present and voting at any annual convention provided that the proposed amendments have been presented to the bylaws committee according to ARTICLE X Section 3B.
Section 3. Revision of Bylaws. No revision of these bylaws shall be in order unless such revision has been previously authorized by a majority vote at an annual TLA convention. The proposed revision shall be submitted to the membership in the official call to the convention at which the revision is to be considered.

 

ARTICLE XV DISSOLUTION
Upon a majority vote of the membership to dissolve TLA, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all the assets of the Association according to Section 501(c)(6) of the current Internal Revenue Code. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
Adopted: Feb. 22-23, 1964
Amended: Feb. 6, 1987
Feb 20, 1988
Mar 3, 1991
Feb 9, 1992
Feb 21, 1993
Feb 6, 1994
Mar 10, 1995
Feb 9, 1996
Feb 7, 1997
Revised: Feb 13, 1998
Revised: Feb 10, 2001
Revised: Mar 18, 2005
Revised Mar, 2006
Revised  Mar, 2010

 

TLA SPECIAL RULES OF ORDER

These rules, without previous notice, may be amended or suspended by a two-thirds vote of the delegates present and voting at a general membership meeting.
1. Action taken by the BOD shall be printed in the TLA ADVISOR.
2. BOD meetings shall be open to TLA members who are not members of the board.
3. TLA members who are not members of the BOD may speak in a BOD meeting providing that the secretary was notified in ample time to consult with the president to determine if there is ample time on the agenda.
4. A summary of the action taken during the annual general membership meeting shall be printed in the ADVISOR.
TLA STANDING RULES
These rules, without previous notice, may be amended or suspended by a majority vote of the delegates present and voting at a TLA general membership meeting.
1. A membership card, a new member packet and the current copy of the Bylaws, Special Rules of Order and Standing Rules shall be mailed to each new member within thirty (30) days following the BOD meeting at which the new member was approved for membership.
2. Notice of assessment shall be printed in the next issue of the ADVISOR following the close of convention at which the assessment was adopted.
3. From time to time as Bylaws are amended, pen and ink changes shall be published in the first issue of the ADVISOR following the convention at which the amendments are adopted. The BOD shall determine when a reprint of the Bylaws shall be required. An updated version of the Bylaws will be available on the TLA website.
4. Liability insurance shall be continuously in effect to protect TLA for all liability incidents that may occur at TLA functions.
5. If a member or associate member requests that a hard copy of the TLA Advisor be mailed to them, the BOD may asses an additional fee for the cost of printing and postage to the member. The amount will be determined by the BOD on an annual basis. (Amended 2014) 
6. Donations for scholarship and other awards are encouraged and can be solicited and accepted by any TLA member. All donations accepted by any TLA member will be forwarded to a member of the BOD or Board of Trustees and the Treasurer will provide a receipt for the donor.
7. The family of a deceased TLA member shall receive a letter from the president or chairman of the Memorial Education fund notifying them that a contribution in memory of the deceased member has been made to the Memorial Education fund.
8. Vouchers, accompanied by receipts shall be required before reimbursement from TLA funds.
9. No member shall be admitted during the convention to the general membership meeting prior to payment of dues and assessment, if applicable.
10. The expense for lodging for two (2) and dinner for one (1) night for BOD members and their spouses to attend a BOD meeting shall be paid by TLA.
11. The expense of lodging for the chairman of the Board of Trustees, serving in an advisory capacity to the BOD during the BOD meetings and at the annual convention shall be paid by TLA.
12. The expense of two (2) nights lodging and convention registration fee for the banquet master of ceremonies and the guest speaker for the annual convention shall be paid by TLA.
13. The expense of lodging up to two (2) nights for not more than two education committee members for the purpose of conducting business at the BOD meeting shall be paid by TLA.
14. The expense of up to four (4) nights lodging for the education chairman and vice-chairman during the TLA convention shall be paid by TLA.
15. The expense of lodging for a maximum of six (6) nights in the convention hotel, convention registration and banquet tickets for only those BOD members that are required to be at the convention site shall be paid by TLA.
16. The lesser expense of either the discount air fare or ground travel and cost of lodging, not to exceed three (3) nights for the president and spouse to attend ALOA conventions shall be paid by TLA.
17. At the discretion of the BOD, an ALOA booth shall be allowed without charge at TLA conventions provided that overall space permits and/or is available.
18. Life memberships shall be awarded, distinctive badges shall be issued, and the recipient(s) shall be presented with two (2) complimentary banquet tickets during the annual convention for which this honor is bestowed upon him/her.
PARLIAMENTARY INFORMATION OFFICERS
In most organizations it is usual to elect the officers from among the members; however, a non-member who is skilled in presiding may preside with the approval of the membership if the president and vice-president(s) concur.
An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the society of his/her rights as a member.
In filling vacancies for unexpired terms, an officer who has served more than half a term in an office is considered to have served a full term.
CHAIRMAN OR PRESIDENT
The term “CHAIR” refers to the person in a meeting who is actually presiding at the time, whether that person is the regular presiding officer or not. The same term also applies to the presiding officer’s station in the meeting room from which he or she presides.
The presiding officer should be well versed in parliamentary law and should be thoroughly familiar with the bylaws and other rules of the organization...even if he/she is to have the assistance of a parliamentarian.

The duties of the presiding officer are:
1. to open the meeting at the appointed time by taking the chair and calling the meeting to order having ascertained that a quorum is present;
2. to announce in proper sequence the business that comes before the organization assembly or becomes in order in accordance with the prescribed orders of business agenda, or program, and with existing orders of the day;
3. to recognize members who are entitled to the floor;
4. to state and to put to vote all questions that legitimately come before the assembly as motions or that otherwise arise in the course of the proceedings and to announce the result of each vote; or, if a motion that is not in order is made, to rule it out of order;
5. to protect the assembly from obviously frivolous or dilatory motions by refusing to recognize them;
6. to enforce the rules relating to debate and those relating to order and decorum within the assembly;
7. to expedite business in every way compatible with the rights of members;
8. to decide all questions of order, subject to appeal—unless, when in doubt, the presiding officer prefers initially to submit such a question to the assembly for decision;
9. to respond to inquires of members relating to parliamentary procedure or factual information bearing on the business of the assembly;
10. to authenticate by his or her signature, when necessary, all acts, orders, and proceedings of the assembly;
11. to declare the meeting adjourned when the assembly so votes or—where applicable—at the time prescribed in the program, or at any time in the event of a sudden emergency affecting the safety of those present.
At each meeting, in addition to the necessary papers proper to that meeting’s business the presiding officer should have at hand:
1. a copy of the bylaws and other rules of the organization;
2. a copy of its parliamentary authority;
3. a list of all standing and special committees and their members; and
4. a memorandum of the complete order of business listing all known matters that are to come up, shown in proper sequence under the correct headings—or with their scheduled times—as applicable. (Roberts Rules of Order Newly Revised, 10th Addition, pp 433-435)

 

SPECIAL SECTION AGENDA

The customary or standard order of business for ordinary organizations that hold regular business sessions (lasting only a few hours) WITHIN AT LEAST QUARTERLY TIME INTERVALS comprises the following subdivisions:
CALL THE MEETING TO ORDER
(Note: not part of an order of business)
OPENING CEREMONIES OR EXERCISES (OPTIONAL)
(Note: not part of order of business)
ROLL CALL (OPTIONAL)
(Note: not part of an order of business)
(1) READING AND APPROVAL OF MINUTES
(2) REPORTS OF OFFICERS, BOARDS, AND STANDING COMMITTEES
(3) REPORTS OF SPECIAL COMMITTEES
(4) SPECIAL ORDERS
(5) UNFINISHED BUSINESS AND GENERAL ORDERS
(6) NEW BUSINESS
GOOD OF THE ORDER (OPTIONAL)
ANNOUNCEMENTS (OPTIONAL)
PROGRAM (OPTIONAL)
ADJOURNMENT
Only the items (1) through (6) comprise an order of business.
CALL THE MEETING TO ORDER. The president states that the meeting will come to order followed by a light tap of the gavel, if desired. All of the “unnumbered” headings are considered part of an agenda but not part of an order of business.
OPENING CEREMONIES OR EXERCISES (OPTIONAL). Invocation, singing of the National Anthem, the Pledge of Allegiance to the flag, ritual briefly recalling the objects or ideal of the organization, or the like - in that order.

ROLL CALL (OPTIONAL). The president announces, “The secretary will call the roll of officers.”
In a board meeting, it is customary for the secretary to call the roll of the board members and relate to the president the number present but does NOT state that a quorum is present. A statement by the president that a quorum is present is not mandatory but a matter of custom of the organization.
In a convention it is the report of the Credentials Committee chairman that is adopted by the members that determines the number of delegates eligible to vote. There is no roll call of BOD members in a convention. In TLA, the secretary serves as the credentials chairman and announces the number of members present for the general membership meeting.

(1) READING AND APPROVAL OF MINUTES. The chair says, “The secretary will read the minutes.” If copies of the minutes of each previous meeting as prepared by the secretary are sent to all members in advance, the actual reading of them aloud may be waived if no member objects. The chair then asks, “Are there any corrections to the minutes?” and pauses. Corrections, when proposed, are usually handled by unanimous consent. It is generally smoother to do the approval of minutes also by unanimous consent although a formal motion to approve them is not out of order. WHETHER OR NOT BY MOTION FOR APPROVAL HAS BEEN OFFERED, the chair may simply say, “If there are no corrections (or, “no further corrections’), the minutes stand approved as read” or “approved as corrected.”

NOTE: The minutes do not become THE minutes and assume their essential status as the official record of the proceedings of the organization until they have been approved; and before this happens, the secretary’s draft may be materially modified in the correction process. Members may miss some of the corrections or neglect to mark them on their copies or may not get them right and the end result is that many inaccurate copies of the true minutes as finally approved are likely to remain in existence. Only the Secretary’s CORRECTED copy or a retyping of it is official in such a case. The corrected copy of the minutes MUST be signed by the secretary. The secretary should sign the minutes at the time they are approved and annotate the approval date on the minutes, distinguishing the approved minutes from the unsigned copies that may or may not be correct. There is no problem with mailing the draft of the minutes to each BOD member and approving the minutes at the next BOD meeting with the exception of the pre-convention BOD meeting. A minutes approving committee should be appointed by the chair for this meeting. The convention minutes MUST be approved by a minutes approving committee because the next meeting of the convention is greater than a quarterly time interval and the business of approving the minutes is not carried over. Minutes, however, can be corrected at any time with no time limit as long as the member can prove that minutes previously approved is incorrect when this occurs, the corrections should be annotated and dated and not retyped.
(2) REPORTS OF OFFICERS, BOARDS AND STANDING COMMITTEES. All reports should be prepared in triplicate - one for the president’s file, one for the secretary’s file (reports are attachments to the minutes), and one to remain with the file folder for information to the subsequent member. Whether or not TLA gives oral or has written reports at the BOD meetings should be decided by each BOD.
Annual reports of all officers, the BOD and standing committees are usually prepared far enough in advance to provide a copy in the convention packet for each member who attends the annual membership meeting. The original copy should go to the secretary which becomes an attachment to the official minutes of the convention.
“When a committee report is of great importance or should be recorded to show the legislative history of a measure, the assembly can order it ‘to be entered in the minutes,’ in which case the secretary copies it in full in the minutes.” RONR p. 461 Robert’s Rules of Order Newly Revised 10th Addition, p 454
Each officer’s report should contain what that officer did during the term pertaining to the duties of the office. If the officer is the chairman of a committee by virtue of the
office, the officer reports mentions this but gives details of what the budget committee did in the budget committee report.
The chairman of each committee should state what the committee did for the term of office and report should be signed by the chairman.
To save paper and copying costs, the reports may be arranged to follow one another in the order that they appear in the Bylaws.

(3) REPORTS OF SPECIAL COMMITTEES. Any committee appointed that is not a standing committee is a special committee. The committee automatically ceases to exist when the final report is given. Standing committees continue to exist from year to year.

(4) SPECIAL ORDERS. A special order is business that must be handled with the stipulation that any rules that interfere with its consideration at the specified time shall be suspended. (For exceptions to this rule, read RONR p.360 Robert’s Rules of Order Newly Revised 10th Addition, p 179.
The election of officers during the general membership meeting is considered a general order and should be taken up early in the meeting to ensure that the election will be completed before adjournment.
(5)            UNFINISHED BUSINESS. TLA BOD meetings could have the heading of unfinished business because the BOD meets quarterly
TLA holds annual conventions, so the business that is unfinished at the time of adjournment falls to the ground. It can be introduced at the next annual convention, however, the same as if it had never before been brought up.

To carry over business from one annual convention to the next annual convention, the business must be referred to a standing or special committee or the BOD - all of which shall meet before a quarterly time interval has elapsed.

The chair should never ask for “unfinished business.” The agenda is prepared by the secretary and the president and all business that was not reached or remained incomplete when the previous meeting was adjourned becomes unfinished business at the next meeting. The secretary and the president should be aware of all unfinished business.
(
6)              NEW BUSINESS. Self explanatory
Rather than have the order of business be a part of the bylaws, It should be left up to the business that needs to be addressed at each meeting with the president and secretary placing the most important business at the beginning of each meeting to ensure completion of that business when members are not tired.
RECOGNIZE MEMBERS ENTITLED TO SPEAK
   
1. Obtaining and Assigning the Floor. Before a member in an organization can make a motion or speak in debate, he must obtain the floor.
1) The member either rises at his place when no one else has the floor (or goes to a microphone in a large hall), faces the chair, and says, “Mr. President,” or “Mr. Chairman,” or whatever is the chair’s appropriate title.
2) If the member is entitled to the floor at the time, the chair recognizes him/her...normally by announcing, as applicable, the person’s name or title, “Mr. Chair recognizes Mr. Smith.” When the names of the members are not generally known, a person addressing the chair to claim the floor should state his name and any necessary identification as soon as the presiding officer turns to him as, “Mr. Jones, #1243.” The chair then assigns the floor by repeating the member’s name or identification. When the member finishes speaking, he yields the floor by resuming his seat.
3) Handling of a Motion. There are six essential steps...three by which the motion is brought before the assembly and three in consideration of the motion.
1) A member makes a motion
2) Another member seconds the motion
3) The chair states the motion
4) Members debate the motion
5) Chair puts the question
6) Chair announces the results
3. Decorum in Debate. The following are general statements for preference in recognition, however there are exceptions.
1) If the member who made the motion that is immediately pending claims the floor and has not already spoken to the question, he is entitled to be recognized in preference to other members.
2) No member who has already had the floor in debate on the immediately pending question is entitled to it again on the same day for debate on the same question so long as any member who has not spoken on that question claims the floor.
3) In cases where the chair know that person(s) seeking the floor have opposite opinions on the question...and the member to be recognized is not determined by (a) or (b) above....the chair should let the floor alternate, as far as possible, between those favoring and those opposing the measure.
4. Precedence of Motions.
1) The chair should know the precedence of motions. There are 13 ranking motions that must be made in the proper sequence or the motion declared out of order. The chair should never declare the MEMBER out of order. (See Robert’s Rules of Order Newly Revised, 10th Addition, pp58-72)
There can only be two amendments pending at one time. If a member proposed a third amendment, the chair declares the amendment not in order at the time and continues debate on the secondary amendment. After the secondary amendment is disposed of, the member may move another secondary amendment providing that the amendment is germane to the primary amendment.
3) There are many incidental motions that are in order while the ranking motions are pending, such as:
a) POINT OF ORDER
b) POINT OF INFORMATION
c) PARLIAMENTARY INQUIRY
d) SUSPEND THE RULES
e) DIVISION
f) APPEAL

 

PROCEDURE IN SMALL BOARDS

 

In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects:
1. Members are not required to obtain the floor before making motions or speaking which they can do while seated.
2. Motions need not be seconded.
3. There is no limit to the number of times a member can speak to a question, and motions to close or limit debate generally should not be entertained.
4. Informal discussion of a subject is permitted while no motion is pending.
5. Sometimes, when a proposal is perfectly clear to all present, a vote can be taken without a motion(s) having been introduced. Unless agreed to by unanimous consent, however, all proposed actions of a board must be approved by vote under the same rules as in other assemblies, except that a vote can be taken initially by a show of hands, which is often a better method in such meetings.
6. The chairman need not rise while putting questions to vote.
7. The chairman can speak in discussion without rising or leaving the chair, and, subject to rule of custom with the particular board (which should be uniformly followed regardless of how many members are present), he/she usually can make motions and usually votes on all questions. (Robert’s Rules of Order Newly Revised 10th Addition pp 470-471).
A record of the board proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board’s minutes to be produced and read to the society’s assembly. (Robert’s Rules of Order Newly Revised 10th Addition p 470).

 

BOARD STANDING RULES

 

1. In no event shall any TLA board member sign a contract binding TLA in any manner without the prior review and approval of the entire BOD.
2. The families of board members and immediate past president shall be sent flowers due to illness, deaths, etc.
3. Board members shall be able to take classes during the year(s) they are serving as BOD member. There shall be no more than 3 board members taking convention classes on any one day. The president shall determine the day and or days on which BOD member(s) may participate in classes. ( Amended 2011 )
4. Tapes of board meetings should be kept for seven (7) years.
5. Only two (2) sets of tapes shall be taken during board meetings and both recordings shall be made by the secretary. One (1) copy shall be kept in the secretary’s file and one (1) in the president’s file for quick reference.
6. All monies collected by a board member or committee chairman shall be transferred to the treasurer no later than two (2) weeks following receipt of such money.
7. The BOD shall follow the “Procedure in Small Boards” as per Robert’s Rules of Order, p. 475-476.

 

BOARD OF DIRECTORS RULES

 

These the following rules, after adoption by a majority of the members present at a regularly scheduled meeting of the BOD, shall remain in effect until such time they are amended, suspended or rescinded by the BOD of TLA.
1. The BOD shall follow the “Procedure in Small Boards” as per the most current revision of ROBERT’S RULES OF ORDER
2. All proposed actions (motions) of the BOD shall be adopted when a majority of the voting members present vote in the affirmative.
3. No member shall be permitted to disturb the board meeting or hamper the transaction of business.
4. Any member who disrupts the proceedings of the meeting in a manner considered to be hostile, (i.e., loud voice, foul language) shall be removed for the duration of the meeting.

PREAMBLE REALIZING THE MUTUAL BENEFITS TO BE DERIVEDFROM A POLICY OF COOPERATIVE ACTION, ANDKNOWING THE ADVANTAGES OF EDUCATIONAL CHARACTER TO BE GAINED BY FREE EXCHANGE OF IDEAS AND INFORMATION, WE, THE LOCKSMITHS OF TEXAS DO HEREBY ASSOCIATE OURSELVES TOGETHER AND PLEDGE OURSELVES TO FULL COOPERATION, ONE WITH THE OTHER, FOR THE BENEFIT OF ALL MEMBERS.

ARTICLE I NAME

The name of the organization shall be TEXAS LOCKSMITHS ASSOCIATION, hereinafter referred to as TLA.

ARTICLE II OBJECT

The object and purpose of TLA, organized as a business league, shall primarily be educational: pledging to develop a higher standard of public service and security; increasing the knowledge, experience and skill of its members through classes, courses of instruction, panel and discussion groups and seminars; improving the image and prestige of the locksmith and his family in the community through classes, panel groups and seminars on management and public relations as it applies to the locksmith; and promoting a spirit of cooperation among locksmiths of all races, creeds and national origins with the goal of better and more professional service to the public and shall secondarily be to champion legislation through lobbying efforts which will favorably affect the locksmithing trade on behalf of it’s members; all within the meaning of Section 501(c) (6) of the Internal Revenue Code.

ARTICLE III MEMBERS

Section 1. Members Status

A. Regular. To qualify for regular or shopmembership an individual shall meet all requirements for locksmith registration if required by Texas law and: (Amended 2014 )

1. Be at least eighteen (18) years of age and have at least six (6) months experience in locksmith work or;

2. Be an registered owner or manager of a licensed locksmith shop or;

3. Have received training in this profession either through an accredited school or through on-the-job training by an accredited locksmith and be actively engaged as a professional locksmith.

4. TLA members who have retired from the locksmith trade may continue their membership without being registered as provided they no longer practice locksmithing.

5. Provisional regular or shopmembership may be granted if registration has been applied for but not yet granted by the state. Provisional membership will be reviewed by the board at each quarterly board meeting to determine if state registration has been granted and the provisional membership converted to a regular membership. If the registration has been denied or blocked, the provisional membership will be canceled.

(Amended 2014)

A provisional membership may be continued at the discretion of the board if the denial of registration is being appealed. No refund of dues and assessment will be granted in the event a registration is denied.

B. Apprentice. To qualify for apprentice membership an individual shall be at least twelve (12) years of age and a dependent of a regular or life TLA member. An apprentice member shall automatically become a regular member upon age eighteen (18) providing that apprentice membership status has been maintained and that member is actively engaged in locksmith work and received locksmith registration if required by Texas Law.

C. Associate. To qualify for associate membership an individual or business firm shall be approved and pay the fees set by the TLA Board of Directors, herein after referred to as BOD.

D. Honorary. To qualify for honorary membership an individual member shall: 1. Have provided exemplary contributions and service to TLA; 2. Be selected by the BOD.

E. Life. To qualify for life membership a member may be selected by the BOD and have been:

1. A member in good standing for a minimum of ten (10) years and have provided exemplary

service to TLA by serving on the BOD, on committees education and/or TLA road show

program; instructing; volunteering; being an ambassador and recruiter for TLA; or

2. A member in good standing for a minimum of fifteen (15) years of continuous membership and

at least 65 years of age or will reach 65 years of age during the calendar year of selection.

3. There shall be no more than three (3) members selected each year.

Section 2. Applications. All applicants shall be without a record of felony grade offense or unethical business practices or conduct.

A. Application for membership shall be on the official TLA membership form, accompanied by the required dues and assessment, if applicable, and forward to the current TLA secretary.

        B. All dues and assessment, if applicable, for all applicants approved for membership for the first time between September 1 and December 31 shall be considered paid through December 31 of the following year.

C. Applicants’ names shall be published in the ADVISOR for a period of thirty (30) days to allow any member to advise the membership committee chairman of any reasons known that could effect the applicants’ approval for membership.

D. Members in good standing in local locksmith associations may apply for TLA membership by:

1. Meeting registration requirements if required by Texas Law,

2. Completing the appropriate official TLA membership form;

3. Providing a letter of recommendation from their respective local association; and

4. Paying current dues and assessment, if applicable.

E. Applications of those members having been dropped for any reason shall be discarded after a period of two (2) years.

Section 3.  Privileges of Membership:

A. Regular and life members may exercise all rights and privileges as enumerated in the TLA Bylaws.

B. Life members are exempt from annual dues and assessment fee.

C. Apprentice, honorary and shop members may exercise all rights and privileges except that they shall not vote or hold elective office. (Amended 2014)

D. Associate members may exercise the following privileges:

1. Advertise in the TLA ADVISOR and/or TLA Website for a fee determined by the BOD;

2. May attend conventions, but shall not participate in any official deliberations of TLA;

3. Shall be loaned a special certificate or plaque to display in their respective places of business upon

    payment of a monetary deposit, if necessary;

4. Use mailing service to mail material to TLA’s members providing that:

a. material is pertinent to locksmith trade;

b. material is mail-ready;

c. postage is applied;

d. the handling fee as determined by the BOD has been paid.

Section 4. Good Standing. A member in good standing shall be one whose current dues and assessment, if applicable, have been paid in accordance with the provisions of these Bylaws and who is not under disciplinary action.

Section 5. Suspension. The name(s) of any member(s) who has (have) not paid dues by the close of the registration desk on the day of the general membership meeting and/or has (have) not paid the assessment, if applicable, by the due date shall be placed on an inactive list for a maximum of sixty (60) days from the date of the closing of the registration desk and shall have all rights and privileges suspended for that same period of time. If at the end of the sixty (60) days suspension dues remain unpaid, the member shall be dropped from membership immediately.

Section 6. Resignation. Resignation of any member in good standing shall be submitted in writing to the BOD and shall be effective immediately.

Section 7. Termination and Reinstatement.

A. Termination. A member whose dues and assessment, if applicable, remain unpaid after the sixty (60) day suspension period that starts at the close of the registration desk on the day of the general membership meeting shall be dropped from membership unless the BOD authorizes a waiver for the non payment of the assessment.

B. Reinstatement. All former members who meet all the requirements for reinstatement shall retain their original membership number.

1. A former member who resigned in good standing shall be granted reinstatement if the application accompanied by current dues and assessment is made within six (6) months following the date of resignation.

2. A former member who forfeited membership for nonpayment of dues may petition the BOD for

reinstatement within six (6) months of forfeiture for reinstatement upon application and payment of

current dues and assessment and ten dollar ($10.00) reinstatement fee.

3. A former member who was dropped from membership for nonpayment of assessment, if applicable, and applies for reinstatement within one year shall petition the BOD for reinstatement accompanied by the assessment fee and ten dollar ($10.00) reinstatement fee.

4. A former member who applies for reinstatement after termination of membership later than six (6) months after resignation or non payment of dues and later than one (1) year for non payment of assessment, if applicable, shall submit an application and meet all current requirements for membership.

Section 8. Suspension and Expulsion. Criteria is as follows:

A. Omission or falsification of entries on the membership application forms or changes in eligibility requirements after being a member shall be grounds for expulsion or termination of membership from TLA.

B. Any member, having been given the opportunity to appear before the BOD in executive session, found to be a discredit to the locksmith profession or otherwise unfit for membership in TLA, by the judgment of the BOD, determined by secret ballot, shall be suspended for a period of time to be set by the BOD or expelled from membership. Upon request of the expelled or suspended member, an appeal may be made to the general membership during the next general membership meeting. The expelled member may petition the BOD within one (1) year, accompanied by a fee of twenty-five dollars ($25), once, for further consideration.

C. If reinstatement is granted, the fee shall be applied to the current dues and assessment, if applicable and any balance shall be returned.

D. If reinstatement is not granted, the fee shall not be returned but deposited in the TLA general fund.

Section 9. Charges Against Member. When preferring charges against a member, a fee of twenty dollars ($20) shall be held by the Secretary until the hearing is completed. If the charges are valid, the fee shall be returned; if not valid, the fee shall be deposited in the general fund.

ARTICLE IV DUES AND ASSESSMENT

Section 1. Dues. The total annual dues and assessment for all classes of TLA members

except life and honorary members shall be ninety-five dollars ($95.00).

A. Annual dues shall be fifty seven dollars ($57.00) or a percentage allowed by

Article IV Section 2 and shall be deposited in the TLA general fund.

B. Assessment shall be thirty eight dollars ($38.00) or a percentage allowed by

Article IV Section 2 and shall be deposited in the TLA legislative fund.

C. Annual dues and assessment, if applicable, shall be payable between the first

day of the year and by the close of the registration desk on the day of the general

membership meeting.

Section 2. Assessment. The purpose of the assessment is to fund lobbyist’s requirements.

A. The amount and due date of all assessments, if applicable, except punitive

assessments, shall be determined only during a convention and shall require a

two thirds vote of the delegates present and voting in the affirmative for adoption.

B. Nonpayment of assessment, if applicable, by due date shall result in a suspension

of sixty 60) days.

C. If payment is not made within sixty (60) days, the member shall be dropped

from the membership unless the BOD authorizes a waiver.

D. The "Assessment" will be no more than 60% of the total "Dues and Assessment" collected from each member for the year.

Section 3. Shop Membership - The total annual dues and assessment for shop membership of TLA members shall be sixty five dollars each ($65.00).

A. Annual dues split shall be thirty five dollars ($35.00) or a percentage allowed by Article IV Section 2 and shall be deposited in the TLA General Fund.

B. Assessment shall be thirty dollars ($30.00) or a percentage allowed by Article IV Section 2 and shall be deposited in the TLA Legislative Fund.

C. Annual dues and assessment, if applicable, shall be payable between the first day of the year and by the close of the registration desk on the day of the general membership meeting. ( Amended  2014 )

ARTICLE V OFFICERS

Section 1. Elected Officers. The elected and voting officers shall be president, first vice-president, second vice-president, secretary, treasurer, parliamentarian, sergeant-at-arms, editor, and membership.

Section 2. Qualifications. Regular and life members in good standing shall be eligible for election to any office except that two members in the same family shall not be elected to check-signing officer positions. No member shall hold two elective offices at the same time.

Section 3. Term of office. Officers shall serve for a term of one year or until their successors are elected. No officer shall serve more than two (2) consecutive terms in the same office with the exception of secretary, treasurer, and editor. Officers shall assume their duties at the close of the convention.

Section 4. Vacancy in office. A vacancy in the office of president shall be filled by the first-vice-president; a vacancy in any other elected office shall be filled for the unexpired term by a ballot vote of the BOD. In the event vacancies occur at the same time in the offices of both president and first-vice-president, the second vice-president shall immediately notify all members of the BOD and, within ten (10) days, call a meeting or initiate a vote of the BOD by mail for the purpose of electing a new president.

Section 5. Duties of elected officers. Officers shall perform the duties provided in this section and such other duties as are prescribed for the offices in these Bylaws and in the current edition of Robert’s Rules of Order Newly Revised.

A. The President shall:

1. Preside at all regular and special meetings of TLA, the BOD and the convention;

2. Ensure that all members adhere to the Bylaws, Special Rules of Order and Standing Rules;

3. Be an authorized signatory on TLA accounts;

4. Prepare and submit a balanced budget for approval by the BOD;

5. Appoint chairmen of all standing and special committees except the nominating committee;

6. Serve as an ex officio member of all standing and special committees except the nominating and

scholarship committees;

7. Be bonded, the cost of bonding to be paid by TLA;

8. Perform such other duties as directed by the BOD, or as may be incident to this office.

B. The First Vice-President shall:

1. Serve as the presiding officer in the absence of the president,;

2. In the event of disability or resignation of the president, serve as president for the remainder of the

unexpired term;

3. Perform other duties as directed by the BOD, or as may be incident to this office;

4. Be bonded, the cost of the bonding to be paid by TLA.

C. The Second Vice-President shall:

1. Maintain a current procedures handbook for BOD members;

2. Perform the duties as directed by the president and/or BOD, or as may be incident to this office;

3. Be bonded, the cost of the bonding to be paid by TLA;

D. The Secretary shall:

1. Record the proceedings of all meetings of TLA and the BOD;

2. Provide the editor with action taken during the BOD meetings;

3. Notify all BOD members at least fourteen (14) days prior to all regular meetings;

4. Distribute a copy of the BOD minutes to the BOD members within thirty (30) days;

5. Have custody of all books and papers except those specifically assigned to other officers and

chairmen;

6. Maintain a record of all moneys given to the treasurer for deposit;

7. Notify all members who are suspended/dropped/rejected from the TLA membership;

8. Provide each member with the new assessment information via the TLA ADVISOR;

9. Be bonded, the cost of bonding to be paid by TLA;

10. Be an authorized signatory on TLA accounts;

11. Prepare an annual report of the BOD activities for BOD approval and present at the annual convention;

12. Perform other duties as directed by the BOD, or as may be incident to this office.

E. The Treasurer shall:

1. Oversee all TLA money accounts.

2. Receive TLA dues from the secretary and other moneys;

3. Keep an accurate account of all moneys received and disbursed;

4. Disburse money for approved budgeted items upon receipt of invoice or other documentation

from the member responsible for the budget item;

5. Be an authorized signatory on TLA accounts;

6. Provide information for the filing of all TLA tax and accounts forms on time;

7. Prepare and submit a balanced budget for approval by BOD.

8. Treasurer’s books and records shall be turned over to an audit committee appointed by the

president for audit during convention week.

9. Prepare a financial statement for BOD meetings and an annual financial statement for BOD review and audit;

10. Submit completed treasurers’ books and records no later than thirty (30) days after the close of

the convention for Certified Professional Audit annually or when requested by the BOD/and or with the change of the treasurer. If the treasurer is elected for a second term there is no need for

a CPA audit unless requested by the President / or BOD.

11. Be bonded, the cost of bonding to be paid by TLA;

12. Be custodian and ensure the surety bonds are valid;

13. Perform other duties as directed by the BOD, or as may be incident to this office.

F. The Parliamentarian shall:

1. Attend all meetings of TLA and the BOD;

2. Advise upon matters of parliamentary procedure upon request from the president and members;

3. Be chairman of the Bylaws Committee;

4. Be bonded, the cost of the bonding to be paid by TLA.

5. Perform other duties as directed by the BOD, or as may be incident to this office;

G. The Sergeant-at-Arms shall:

1. Classify all instructional/demonstrative classes presented at all TLA meetings into one of two categories: restricted or unrestricted;

2. Ensure attendance of restricted classes is limited to TLA members in good standing;

3. Ensure peace and security at all TLA meetings;

4. Perform other duties as directed by the BOD, or as may be incident to this office;

5. Be bonded, the cost of the bonding to be paid by TLA.

H. The Editor shall:

1. Compile and publish the ADVISOR monthly and distribute it to all members in good standing; ( 2014)

2. Establish due dates of material to be incorporated in each issue;

3. Use economical judgment in publishing the ADVISOR;

4. Obtain permission from the president of the BOD before publishing any letters in the

ADVISOR;

5. Verify with the secretary that the advertising fee has been paid prior to placing the advertisement in the ADVISOR;

6. Perform other duties as directed by the BOD, or as may be incident to this office;

7. Be bonded, the cost of the bonding to be paid by TLA.

I. The Membership Director shall:

1. Maintain a current record of all classes of members and prepare a list of all members in good standing

for the convention;

2. Receive and retain all processed membership applications and sign membership cards;

3. Ensure completeness of membership qualifications and applications prior to submitting petition to the

board for approval for membership;

4. Maintain a record of all monies given to the treasurer for deposit;

5. Notify all members, who are suspended/dropped/rejected from the TLA membership;

6. Prepare an annual report of the BOD activities for BOD approval and present at the annual convention;

7. Perform other duties as directed by the BOD, or as may be incident to this office.

8. Be bonded, the cost of the bonding to be paid by TLA.

ARTICLE VI NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee.

A. Composition. A nominating committee composed of three members in good standing shall be appointed by the BOD.

B. Duties of the chairman and committee members:

1. The chairman of the nominating committee shall provide the editor with the nomination form to be published three (3) months prior to the convention. Those members desiring to be officers shall complete forms and return to the nominating committee chairman;

2. The committee shall consider and interview prospective candidates for the various elective offices;

3. The chairman shall post the list of candidates for office prior to the business meeting of the convention;

4. The committee shall also be authorized to propose nominees for any elected office.

C. Reports. In the report to the membership, the committee shall submit the name of at least one nominee for each office to be filled, if possible. Nominations may also be made from the convention floor providing the nominee consents to serve, if elected.

Section 2. Election of Officers.

A. Officers shall be elected individually by ballot at the annual convention. A majority vote of the delegates present and voting shall elect.

B. If there is but one nominee for any office, the vote may be viva voce. If there are three candidates for an office and no one receives a majority vote on the first ballot, the nominee receiving the lowest number of votes shall be dropped from the ballot.

C. If there is a tie on the second ballot, the candidate who received the highest number of votes on the first ballot shall be declared the winner.

D. A recount of the ballot shall be accomplished prior to balloting for another office. The ballots shall be discarded at the close of the business meeting of the convention.

Section 3. The following pledges shall be given as appropriate:

PLEDGE TO MEMBERSHIP

"I , do hereby accept membership m the Texas Locksmiths Association, and pledge that I shall be governed by the Bylaws, Rules, Regulations and policies of said Association".

PLEDGE TO DUTY

“I, , do hereby swear to faithfully discharge the duties of my office to the best of my ability and I further pledge that in so doing I shall conform to the Bylaws, Rules, Regulations and Policies of the Texas Locksmiths Association".

Section 4. Election of officers. After discussion in executive session, including the officer in question, the BOD concludes that there is a failure to perform the duties of the elected office as prescribed in these Bylaws, and the officer does not voluntarily offer an oral resignation, the BOD shall declare that the officer has resigned from that office and the BOD shall proceed to fill the vacancy according to ARTICLE V, Section 4.

ARTICLE VII MEETINGS

Section 1. Date, Location, and Notification

A. TLA shall hold at least one annual convention for the purpose of providing education, trade show, etc., and a general membership meeting for the purpose of electing officers, receiving reports, amending bylaws and conducting such other business as may properly arise.

B. The annual convention shall be held in Texas in the following order of preference: first choice February, then January, then March, in the event that the BOD is unable to find a suitable location within these months the BOD shall have the discretion to schedule the convention at an appropriate time

C. When a matter arises which the BOD considers of sufficient interest or importance to require the support or advice of all members, the BOD shall call a special convention. The official call to the convention, annual or special, with the date and location of the meeting, shall be mailed to the membership no later than thirty (30) days prior to convention.

D. The annual convention shall be open to and may be attended by all classes of members and guests.

E. The amount of any registration fees for members and/or guests shall be determined by the BOD.

Section 2. Voting. Each regular and life member in good standing shall be a delegate to the TLA convention. No delegate shall have more than one (1) vote. Proxy voting shall not be permitted.

Section 3. Quorum. Five voting members of the BOD shall constitute a quorum of the BOD. Twenty percent (20%) of the entire membership in good standing or forty (40) members in good standing whichever is the lesser number, shall constitute a quorum for any meeting of TLA. If any voting percentage requirement of these Bylaws should now, or at any future time, be in conflict with or

contrary to the provisions of the Texas Business Corporations Act, as from time to time amended, then the provision of said Act shall prevail without requiring any amendment of the TLA Bylaws.

Section 4. Emergency Provision. If circumstances, such as a national emergency, prevent the holding of the annual convention, the BOD, voting at a meeting, by mail, or by telephone, shall be authorized to cancel or postpone the convention, and provide for the necessary business including the election of officers by mail. ARTICLE VIII BOARD OF DIRECTORS

Section 1. Composition. The voting members of the BOD shall be composed of the officers elected at the annual convention.

Section 2. Duties and Powers. The authority of the BOD is limited, in all respects, by the provision of these Bylaws. In accordance with the TLA Bylaws and subject to the orders of the convention body, the BOD shall have authority to administer the affairs of, and act on behalf of, TLA between conventions. Duties and powers of the BOD shall include, but not necessarily be limited to, the following:

A. Adopt a balanced budget and request periodic audits, as necessary;

B. Create special committees;

C. Approve/disapprove all membership applications and notify all applicants of decision;

D. Provide general supervision for the collection and disbursement of TLA monies;

E. Establish the date and location of the annual or special convention;

F. Determine the amount of all convention registration fees;

G. Adopt rules to govern its own proceedings;

H. Adopt procedures Handbook for officers and committee chairmen;

I. Determine the eligibility of members’ continued membership;

J. Maintain a record of all TLA property;

K. Manage/monitor the legislative consultant with the Legislative Fund; secure financial statement

quarterly or at least annually or as otherwise requested by the President / or BOD and prepare at least annually a report of lobbyist and legislative activities for the membership;

L. Prepare a summary of action taken during the term;

M. Sell or dispose of obsolete, non-functional TLA assets;

N. Approve all applications for: College Scholarship, Longhorn Award, the George Robbins Memorial

Education award, and Life Member Awards.

Section 3. Non-Budgeted Expenditures. Between BOD meetings the following financial constraints apply:

A. The aggregate total of not-budgeted-for and not previously BOD approved expenditures shall not

exceed three-hundred dollars ($300) for the president and one hundred dollars ($100) for the other

officers except the secretary and editor.

B. The BOD member shall be reimbursed up to the aggregate total allowed for the expenditures if the BOD believes the expenditures are for the good of and in support of TLA and approves the expenditure.

C. If the expenditure is approved but exceeds the allowable aggregate total, the monetary amount above the aggregate total is paid by the BOD member.

D. If the expenditure is not approved, the BOD member shall be financially liable for the entire amount of the expenditure.

Section 4. Meetings.

 

A. Regular Meetings. Regular meetings of the BOD shall be held at a convenient and economical

location or by teleconference, video conference or by computer conference at least four (4) times during the term and such other times as may be deemed advisable by the president or five (5) members of the BOD.

(Amended 2012)

B. Special Meetings. Special meetings may be called by the president. Notice of special meetings shall be given to all voting BOD members no later than ten (10) days in advance of the meeting.

Section 5. Annual Reports. Prior to convention, each member of the BOD and committee chairmen shall prepare a record of the activities during his/her term of office for information to the succeeding BOD member and committee chairmen. The annual report of the BOD activities shall be reported at the annual convention.

Section 6. Mail or Telephone Vote. In the interim between meetings of the voting members of the BOD, a mail or a telephone conference call may be taken on an emergency matter at the request of the president. The results of such action shall be reported at the next meeting of the BOD and shall become a part of the minutes of that meeting.

Section 7. Email Vote. In the interim between meetings of the voting members of the BOD, the President may receive a request for a motion from a Board member and place the motion before the Board via e-mail to the BOD. The motion must be stated precisely in the text of the email with a stated time limit of at least ten days for any discussion or amendment and a deadline for a voting response within one week of the expiration of the discussion time limit. A quorum of the BOD must respond to the email within the voting deadline or the motion does not pass. The results of such action (pass or fail) shall be reported at the next meeting of the BOD and shall become a part of the minutes at that meeting.

Section 8. Transfer of Officers. All files shall be forwarded to the newly elected officers and newly appointed chairmen at the first regular BOD meeting following the post-convention BOD meeting.

ARTICLE IX BOARD OF TRUSTEES

Section 1. Composition. The Board of Trustees shall be composed of all living past TLA presidents. The immediate past president shall be the chairman of the Board of Trustees. If the immediate past president declines or is unable to serve, the chairman shall be a former TLA president selected in descending order.

Section 2. Duties. The Board of Trustees shall:

A. Oversee the College Scholarship program, Longhorn Award, George Robbins Education Award,

Memorial Educational fund and other programs as directed by the BOD;

B. Ensure that money for the College Scholarship program is placed to obtain the greatest growth

potential without undue risk;

C. Report on the progress of the College Scholarship fund at the annual convention;

D. Be advisors to the current BOD and recommend to the BOD members areas of improvement to maintain the highest standard of accomplishment as stated in the TLA Bylaws.

ARTICLE X STANDING AND SPECIAL COMMITTEES

Section 1. Standing Committees. The standing committees of TLA shall be: auditing, bylaws, convention, education, finance, membership, nominating, and scholarship. Details on how to accomplish the duties are enumerated in the procedures handbook.

Section 2. Expenditures. All standing and special committee chairmen shall submit final expenses to the Treasurer no later than fifteen (15) days following the convention.

Section 3. Duties of Standing Committees.

A. The Auditing Committee shall be approved by the BOD and consist of three (3) members in good standing not being related to current member of the BOD and shall:

1. Audit TLA’s financial records at least once annually, and at other times as requested by the BOD;

2. Present the report of the annual audit, as of December 31, during the general membership meeting for approval by the members;

3. Submit the audited financial statement, after approval by the membership, to the editor for publication.

B. The Bylaws Committee shall:

1. Receive and edit proposed amendments to the Bylaws and rules submitted by the BOD or two members, provided that such proposed amendments shall have been received by the committee no later than ninety (90) days prior to the convention;

2. Be authorized to originate such proposed amendments to the Bylaws, Special Rules of Order and

Standing Rules as the committee may deem appropriate or desirable;

3. Report all proposed amendments, with any BOD and/or committee recommendations, to the

membership in the official call to convention.

C. The Convention Committee shall plan and coordinate all the events and activities for the annual convention, appointing other committees to support the convention, as required.

D. The Education Committee shall be responsible for all of the education and associated educational activities of the road shows and the convention.

E. The Finance Committee shall have general supervision of the finances of TLA, subject to guidance and approval of the BOD;

F. The Membership Committee shall promote the growth and retention of the membership.

G. The nominating committee shall perform the duties as described in Article VI. Section 1 of these Bylaws.

H. The Scholarship Committee shall be managed by the Board of Trustees and the BOD in accordance with the following criteria.

1. Application for award.

a. Applicant shall:

1. Be a son or daughter, grandson or granddaughter of a regular or life TLA member in good standing and either be entering or already have attended college;

2. Submit to the TLA secretary postmarked between April and May 31, a completed official TLA application form;

3. Apply each year for renewal of scholarship postmarked between June 15 and July 15.

b. TLA secretary shall acknowledge all applications received.

c. Board of Trustees shall notify the applicant of the decision reached by the BOD.

2. Processing the application. The BOD in executive session shall:

a. Review all new application(s) and select recipient(s) for the award(s)on the basis of the

           following criteria:

1. If entering college for the first time:

a. Secondary school scholastic record and class standing;

b. SAT and/or ACT scores;

c. Special awards received and recommendations of his/her educators;

d. Character reference;

e. Financial need;

f. A grade Point Average of 2.75 or above.

3. If currently or previously enrolled in college:

a. Transcript of classes and grades;

b. Special award(s) received and recommendation(s) of educators;

c. Character references;

d. Financial need;

e. A minimum of twelve (12) semester hours;

f. A Grade Point Average of at least 2.75 or above for the last year

attended. (a grade point average of 2.5 shall be given consideration

based upon applicant’s monetary need.)

4. If renewing a scholarship:

a. Good conduct standing in college with any probationary discipline

resulting in disqualification;

b. Grade Point Average of least 2.75 or above;

c. Continued financial need;

d. continued good citizenship.

        5. Excuse the BOD member(s) from deliberations if a member of the family is an

                applicant;

        6. Disqualify any applicant that submits fraudulent information on the application and consider expulsion of TLA member;

        7. Award up to four (4) annual $1,000.00 scholarships to individual recipient(s) for a maximum of four (4) years;

        8. Determine the number of awards to be given annually based on the interest or income available from the fund;

        9. Renew scholarship(s) providing that recipient(s) continue to meet all criteria;

        10. Determine the amount of money to be deposited to the scholarship fund at least annually.

Section 4. Special committees. There shall be such special committees as may be deemed necessary by the BOD or the convention body.

Section 5. Committee Members. Each committee chairman shall select the members of that committee and submit them for approval by the president. The president shall be ex officio member of all standing and special committees with the exception of the nominating and scholarship committees.

ARTICLE XI CONVENTIONS

The TLA president shall be the official representative to the Associated Locksmiths of America convention. In the event that the president is unable to attend, the first vice-president shall attend.

ARTICLE XII INDEMNIFICATION

The directors, officers, trustees, agents and servants of the Texas Locksmiths Association shall be indemnified for any costs, expenses, or liabilities incurred as a result of the performance of their duties as provided in the Texas Statues, or any amendments thereof.

ARTICLE XIII PARLIAMENTARY AUTHORITY

The rules contained in the current issue of Robert’s Rules of Order Newly Revised shall govern the proceedings of TLA in all cases in which they are not inconsistent with TLA Bylaws, Special Rules of Order, and Standing Rules.

ARTICLE XIV AMENDMENTS

All members in good standing must be notified of the proposed amendment(s) in writing by mail at their last known address at least thirty (30) days prior to the convention.

Section 1. Amendments to Bylaws. These Bylaws, with the exception of ARTICLE 1 and ARTICLE II, may be amended by a two-thirds vote of the delegates present and voting at any annual convention, provided that the proposed amendments have been presented to the bylaws committee according to ARTICLE X Section 3B.

Section 2. ARTICLE I and ARTICLE II of these Bylaws may be amended by a nine-tenth vote of the delegates present and voting at any annual convention provided that the proposed amendments have been presented to the bylaws committee according to ARTICLE X Section 3B.

Section 3. Revision of Bylaws. No revision of these bylaws shall be in order unless such revision has been previously authorized by a majority vote at an annual TLA convention. The proposed revision shall be submitted to the membership in the official call to the convention at which the revision is to be considered.

ARTICLE XV DISSOLUTION

Upon a majority vote of the membership to dissolve TLA, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all the assets of the Association according to Section 501(c)(6) of the current Internal Revenue Code. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

Adopted: Feb. 22-23, 1964

Amended: Feb. 6, 1987

Feb 20, 1988

Mar 3, 1991

Feb 9, 1992

Feb 21, 1993

Feb 6, 1994

Mar 10, 1995

Feb 9, 1996

Feb 7, 1997

Revised: Feb 13, 1998

Revised: Feb 10, 2001

Revised: Mar 18, 2005

Revised Mar, 2006

Revised  Mar, 2010

TLA SPECIAL RULES OF ORDER

These rules, without previous notice, may be amended or suspended by a two-thirds vote of the delegates present and voting at a general membership meeting.

1. Action taken by the BOD shall be printed in the TLA ADVISOR.

2. BOD meetings shall be open to TLA members who are not members of the board.

3. TLA members who are not members of the BOD may speak in a BOD meeting providing that the secretary was notified in ample time to consult with the president to determine if there is ample time on the agenda.

4. A summary of the action taken during the annual general membership meeting shall be printed in the ADVISOR.

TLA STANDING RULES

These rules, without previous notice, may be amended or suspended by a majority vote of the delegates present and voting at a TLA general membership meeting.

1. A membership card, a new member packet and the current copy of the Bylaws, Special Rules of Order and Standing Rules shall be mailed to each new member within thirty (30) days following the BOD meeting at which the new member was approved for membership.

2. Notice of assessment shall be printed in the next issue of the ADVISOR following the close of convention at which the assessment was adopted.

3. From time to time as Bylaws are amended, pen and ink changes shall be published in the first issue of the ADVISOR following the convention at which the amendments are adopted. The BOD shall determine when a reprint of the Bylaws shall be required. An updated version of the Bylaws will be available on the TLA website.

4. Liability insurance shall be continuously in effect to protect TLA for all liability incidents that may occur at TLA functions.

5. If a member or associate member requests that a hard copy of the TLA Advisor be mailed to them, the BOD may asses an additional fee for the cost of printing and postage to the member. The amount will be determined by the BOD on an annual basis. (Amended 2014) 

6. Donations for scholarship and other awards are encouraged and can be solicited and accepted by any TLA member. All donations accepted by any TLA member will be forwarded to a member of the BOD or Board of Trustees and the Treasurer will provide a receipt for the donor.

7. The family of a deceased TLA member shall receive a letter from the president or chairman of the Memorial Education fund notifying them that a contribution in memory of the deceased member has been made to the Memorial Education fund.

8. Vouchers, accompanied by receipts shall be required before reimbursement from TLA funds.

9. No member shall be admitted during the convention to the general membership meeting prior to payment of dues and assessment, if applicable.

10. The expense for lodging for two (2) and dinner for one (1) night for BOD members and their spouses to attend a BOD meeting shall be paid by TLA.

11. The expense of lodging for the chairman of the Board of Trustees, serving in an advisory capacity to the BOD during the BOD meetings and at the annual convention shall be paid by TLA.

12. The expense of two (2) nights lodging and convention registration fee for the banquet master of ceremonies and the guest speaker for the annual convention shall be paid by TLA.

13. The expense of lodging up to two (2) nights for not more than two education committee members for the purpose of conducting business at the BOD meeting shall be paid by TLA.

14. The expense of up to four (4) nights lodging for the education chairman and vice-chairman during the TLA convention shall be paid by TLA.

15. The expense of lodging for a maximum of six (6) nights in the convention hotel, convention registration and banquet tickets for only those BOD members that are required to be at the convention site shall be paid by TLA.

16. The lesser expense of either the discount air fare or ground travel and cost of lodging, not to exceed three (3) nights for the president and spouse to attend ALOA conventions shall be paid by TLA.

17. At the discretion of the BOD, an ALOA booth shall be allowed without charge at TLA conventions provided that overall space permits and/or is available.

18. Life memberships shall be awarded, distinctive badges shall be issued, and the recipient(s) shall be presented with two (2) complimentary banquet tickets during the annual convention for which this honor is bestowed upon him/her.

PARLIAMENTARY INFORMATION OFFICERS

In most organizations it is usual to elect the officers from among the members; however, a non-member who is skilled in presiding may preside with the approval of the membership if the president and vice-president(s) concur.

An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the society of his/her rights as a member.

In filling vacancies for unexpired terms, an officer who has served more than half a term in an office is considered to have served a full term.

CHAIRMAN OR PRESIDENT

The term “CHAIR” refers to the person in a meeting who is actually presiding at the time, whether that person is the regular presiding officer or not. The same term also applies to the presiding officer’s station in the meeting room from which he or she presides.

The presiding officer should be well versed in parliamentary law and should be thoroughly familiar with the bylaws and other rules of the organization...even if he/she is to have the assistance of a parliamentarian.

The duties of the presiding officer are:

1. to open the meeting at the appointed time by taking the chair and calling the meeting to order having ascertained that a quorum is present;

2. to announce in proper sequence the business that comes before the organization assembly or becomes in order in accordance with the prescribed orders of business agenda, or program, and with existing orders of the day;

3. to recognize members who are entitled to the floor;

4. to state and to put to vote all questions that legitimately come before the assembly as motions or that otherwise arise in the course of the proceedings and to announce the result of each vote; or, if a motion that is not in order is made, to rule it out of order;

5. to protect the assembly from obviously frivolous or dilatory motions by refusing to recognize them;

6. to enforce the rules relating to debate and those relating to order and decorum within the assembly;

7. to expedite business in every way compatible with the rights of members;

8. to decide all questions of order, subject to appeal—unless, when in doubt, the presiding officer prefers initially to submit such a question to the assembly for decision;

9. to respond to inquires of members relating to parliamentary procedure or factual information bearing on the business of the assembly;

10. to authenticate by his or her signature, when necessary, all acts, orders, and proceedings of the assembly;

11. to declare the meeting adjourned when the assembly so votes or—where applicable—at the time prescribed in the program, or at any time in the event of a sudden emergency affecting the safety of those present.

At each meeting, in addition to the necessary papers proper to that meeting’s business the presiding officer should have at hand:

1. a copy of the bylaws and other rules of the organization;

2. a copy of its parliamentary authority;

3. a list of all standing and special committees and their members; and

4. a memorandum of the complete order of business listing all known matters that are to come up, shown in proper sequence under the correct headings—or with their scheduled times—as applicable. (Roberts Rules of Order Newly Revised, 10th Addition, pp 433-435)

S P E C I A L S E C T I O N AGENDA

The customary or standard order of business for ordinary organizations that hold regular business sessions (lasting only a few hours) WITHIN AT LEAST QUARTERLY TIME INTERVALS comprises the following subdivisions:

CALL THE MEETING TO ORDER

(Note: not part of an order of business)

OPENING CEREMONIES OR EXERCISES (OPTIONAL)

(Note: not part of order of business)

ROLL CALL (OPTIONAL)

(Note: not part of an order of business)

(1) READING AND APPROVAL OF MINUTES

(2) REPORTS OF OFFICERS, BOARDS, AND STANDING COMMITTEES

(3) REPORTS OF SPECIAL COMMITTEES

(4) SPECIAL ORDERS

(5) UNFINISHED BUSINESS AND GENERAL ORDERS

(6) NEW BUSINESS

GOOD OF THE ORDER (OPTIONAL)

ANNOUNCEMENTS (OPTIONAL)

PROGRAM (OPTIONAL)

ADJOURNMENT

Only the items (1) through (6) comprise an order of business.

CALL THE MEETING TO ORDER. The president states that the meeting will come to order followed by a light tap of the gavel, if desired. All of the “unnumbered” headings are considered part of an agenda but not part of an order of business.

OPENING CEREMONIES OR EXERCISES (OPTIONAL). Invocation, singing of the National Anthem, the Pledge of Allegiance to the flag, ritual briefly recalling the objects or ideal of the organization, or the like - in that order.

ROLL CALL (OPTIONAL). The president announces, “The secretary will call the roll of officers.”

In a board meeting, it is customary for the secretary to call the roll of the board members and relate to the president the number present but does NOT state that a quorum is present. A statement by the president that a quorum is present is not mandatory but a matter of custom of the organization.

In a convention it is the report of the Credentials Committee chairman that is adopted by the members that determines the number of delegates eligible to vote. There is no roll call of BOD members in a convention. In TLA, the secretary serves as the credentials chairman and announces the number of members present for the general membership meeting.

(1) READING AND APPROVAL OF MINUTES. The chair says, “The secretary will read the minutes.” If copies of the minutes of each previous meeting as prepared by the secretary are sent to all members in advance, the actual reading of them aloud may be waived if no member objects. The chair then asks, “Are there any corrections to the minutes?” and pauses. Corrections, when proposed, are usually handled by unanimous consent. It is generally smoother to do the approval of minutes also by unanimous consent although a formal motion to approve them is not out of order. WHETHER OR NOT BY MOTION FOR APPROVAL HAS BEEN OFFERED, the chair may simply say, “If there are no corrections (or, “no further corrections’), the minutes stand approved as read” or “approved as corrected.”

NOTE: The minutes do not become THE minutes and assume their essential status as the official record of the proceedings of the organization until they have been approved; and before this happens, the secretary’s draft may be materially modified in the correction process. Members may miss some of the corrections or neglect to mark them on their copies or may not get them right and the end result is that many inaccurate copies of the true minutes as finally approved are likely to remain in existence. Only the Secretary’s CORRECTED copy or a retyping of it is official in such a case. The corrected copy of the minutes MUST be signed by the secretary. The secretary should sign the minutes at the time they are approved and annotate the approval date on the minutes, distinguishing the approved minutes from the unsigned copies that may or may not be correct. There is no problem with mailing the draft of the minutes to each BOD member and approving the minutes at the next BOD meeting with the exception of the pre-convention BOD meeting. A minutes approving committee should be appointed by the chair for this meeting. The convention minutes MUST be approved by a minutes approving committee because the next meeting of the convention is greater than a quarterly time interval and the business of approving the minutes is not carried over. Minutes, however, can be corrected at any time with no time limit as long as the member can prove that minutes previously approved is incorrect when this occurs, the corrections should be annotated and dated and not retyped.

(2) REPORTS OF OFFICERS, BOARDS AND STANDING COMMITTEES. All reports should be prepared in triplicate - one for the president’s file, one for the secretary’s file (reports are attachments to the minutes), and one to remain with the file folder for information to the subsequent member. Whether or not TLA gives oral or has written reports at the BOD meetings should be decided by each BOD.

Annual reports of all officers, the BOD and standing committees are usually prepared far enough in advance to provide a copy in the convention packet for each member who attends the annual membership meeting. The original copy should go to the secretary which becomes an attachment to the official minutes of the convention.

“When a committee report is of great importance or should be recorded to show the legislative history of a measure, the assembly can order it ‘to be entered in the minutes,’ in which case the secretary copies it in full in the minutes.” RONR p. 461 Robert’s Rules of Order Newly Revised 10th Addition, p 454

Each officer’s report should contain what that officer did during the term pertaining to the duties of the office. If the officer is the chairman of a committee by virtue of the

office, the officer reports mentions this but gives details of what the budget committee did in the budget committee report.

The chairman of each committee should state what the committee did for the term of office and report should be signed by the chairman.

To save paper and copying costs, the reports may be arranged to follow one another in the order that they appear in the Bylaws.

(3) REPORTS OF SPECIAL COMMITTEES. Any committee appointed that is not a standing committee is a special committee. The committee automatically ceases to exist when the final report is given. Standing committees continue to exist from year to year.

(4) SPECIAL ORDERS. A special order is business that must be handled with the stipulation that any rules that interfere with its consideration at the specified time shall be suspended. (For exceptions to this rule, read RONR p.360 Robert’s Rules of Order Newly Revised 10th Addition, p 179.

The election of officers during the general membership meeting is considered a general order and should be taken up early in the meeting to ensure that the election will be completed before adjournment.

(5)            UNFINISHED BUSINESS. TLA BOD meetings could have the heading of unfinished business because the BOD meets quarterly

TLA holds annual conventions, so the business that is unfinished at the time of adjournment falls to the ground. It can be introduced at the next annual convention, however, the same as if it had never before been brought up.

To carry over business from one annual convention to the next annual convention, the business must be referred to a standing or special committee or the BOD - all of which shall meet before a quarterly time interval has elapsed.

The chair should never ask for “unfinished business.” The agenda is prepared by the secretary and the president and all business that was not reached or remained incomplete when the previous meeting was adjourned becomes unfinished business at the next meeting. The secretary and the president should be aware of all unfinished business.

(

6)              NEW BUSINESS. Self explanatory

Rather than have the order of business be a part of the bylaws, It should be left up to the business that needs to be addressed at each meeting with the president and secretary placing the most important business at the beginning of each meeting to ensure completion of that business when members are not tired.

RECOGNIZE MEMBERS ENTITLED TO SPEAK

   

1. Obtaining and Assigning the Floor. Before a member in an organization can make a motion or speak in debate, he must obtain the floor.

1) The member either rises at his place when no one else has the floor (or goes to a microphone in a large hall), faces the chair, and says, “Mr. President,” or “Mr. Chairman,” or whatever is the chair’s appropriate title.

2) If the member is entitled to the floor at the time, the chair recognizes him/her...normally by announcing, as applicable, the person’s name or title, “Mr. Chair recognizes Mr. Smith.” When the names of the members are not generally known, a person addressing the chair to claim the floor should state his name and any necessary identification as soon as the presiding officer turns to him as, “Mr. Jones, #1243.” The chair then assigns the floor by repeating the member’s name or identification. When the member finishes speaking, he yields the floor by resuming his seat.

3) Handling of a Motion. There are six essential steps...three by which the motion is brought before the assembly and three in consideration of the motion.

1) A member makes a motion

2) Another member seconds the motion

3) The chair states the motion

4) Members debate the motion

5) Chair puts the question

6) Chair announces the results

3. Decorum in Debate. The following are general statements for preference in recognition, however there are exceptions.

1) If the member who made the motion that is immediately pending claims the floor and has not already spoken to the question, he is entitled to be recognized in preference to other members.

2) No member who has already had the floor in debate on the immediately pending question is entitled to it again on the same day for debate on the same question so long as any member who has not spoken on that question claims the floor.

3) In cases where the chair know that person(s) seeking the floor have opposite opinions on the question...and the member to be recognized is not determined by (a) or (b) above....the chair should let the floor alternate, as far as possible, between those favoring and those opposing the measure.

4. Precedence of Motions.

1) The chair should know the precedence of motions. There are 13 ranking motions that must be made in the proper sequence or the motion declared out of order. The chair should never declare the MEMBER out of order. (See Robert’s Rules of Order Newly Revised, 10th Addition, pp58-72)

There can only be two amendments pending at one time. If a member proposed a third amendment, the chair declares the amendment not in order at the time and continues debate on the secondary amendment. After the secondary amendment is disposed of, the member may move another secondary amendment providing that the amendment is germane to the primary amendment.

3) There are many incidental motions that are in order while the ranking motions are pending, such as:

a) POINT OF ORDER

b) POINT OF INFORMATION

c) PARLIAMENTARY INQUIRY

d) SUSPEND THE RULES

e) DIVISION

f) APPEAL

PROCEDURE IN SMALL BOARDS

In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects:

1. Members are not required to obtain the floor before making motions or speaking which they can do while seated.

2. Motions need not be seconded.

3. There is no limit to the number of times a member can speak to a question, and motions to close or limit debate generally should not be entertained.

4. Informal discussion of a subject is permitted while no motion is pending.

5. Sometimes, when a proposal is perfectly clear to all present, a vote can be taken without a motion(s) having been introduced. Unless agreed to by unanimous consent, however, all proposed actions of a board must be approved by vote under the same rules as in other assemblies, except that a vote can be taken initially by a show of hands, which is often a better method in such meetings.

6. The chairman need not rise while putting questions to vote.

7. The chairman can speak in discussion without rising or leaving the chair, and, subject to rule of custom with the particular board (which should be uniformly followed regardless of how many members are present), he/she usually can make motions and usually votes on all questions. (Robert’s Rules of Order Newly Revised 10th Addition pp 470-471).

A record of the board proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board’s minutes to be produced and read to the society’s assembly. (Robert’s Rules of Order Newly Revised 10th Addition p 470).

BOARD STANDING RULES

1. In no event shall any TLA board member sign a contract binding TLA in any manner without the prior review and approval of the entire BOD.

2. The families of board members and immediate past president shall be sent flowers due to illness, deaths, etc.

3. Board members shall be able to take classes during the year(s) they are serving as BOD member. There shall be no more than 3 board members taking convention classes on any one day. The president shall determine the day and or days on which BOD member(s) may participate in classes. ( Amended 2011 )

4. Tapes of board meetings should be kept for seven (7) years.

5. Only two (2) sets of tapes shall be taken during board meetings and both recordings shall be made by the secretary. One (1) copy shall be kept in the secretary’s file and one (1) in the president’s file for quick reference.

6. All monies collected by a board member or committee chairman shall be transferred to the treasurer no later than two (2) weeks following receipt of such money.

7. The BOD shall follow the “Procedure in Small Boards” as per Robert’s Rules of Order, p. 475-476.

INDEX

Agendas - Special Section                                                                                                                                                14

Amendments to Bylaws                                    Article XIV, Sec. 1-2-3                                                            11 & 12 

Annual Reports                                                   Article VIII, Sec. 5                                                                                9

Applications                                                        Article III, Sec. 2                                                                                   2

Assessment                                                           Article IV, Sec. 1-2                                                                                4

Awards

Scholarship                                                  Article X, Sec. 3 H                                                                              10

Board of Directors

Composition                                                Article VIII, Sec. 1                                                                                8

Duties & Powers                                         Article VIII, Sec. 2                                                                               8

Expenditures                                               Article VIII, Sec. 3                                                                                9

Meetings                                                       Article VIII, Sec 4                                                                                 9

Reports                                                         Article VIII, Sec 5                                                                                 9

Rules                                                                                                                                                                              20

Board of Trustees

Composition                                                Article IX, Sec. 1                                                                                   9

Duties                                                            Article IX, Sec. 2                                                                                   9

Committees

Standing                                                       Article X, Sec. 1                                                                                  10

Committee Expenditures                         Article X, Sec. 2                                                                                  10

Duties of Standing                                      Article X, Sec. 3                                                                                  10

Special                                                          Article X, Sec. 4                                                                                  11

Committee Members                                 Article X, Sec. 5                                                                                  11

Conventions

ALOA                                                            Article XI                                                                                             11

Dissolution                                                           Article XV                                                                                            12

Dues                                                                       Article IV, Sec. 1                                                                                    4

Election of Officers                                           Article VI, Sec. 2                                                                                    6

Indemnification                                                  Article XII                                                                                           11

Meetings

Date/Location                                             Article VII, Sec. 1                                                                                  8

Notification                                                                 Article VII, Sec.1C                                                                                8

Quorum                                                        Article VII, Sec.3                                                                                   8

Regular/Special                                          Article VIII Sec.4                                                                                  9

Emergency Provisions                             Article VII, Sec.4                                                                                   8

Members

Applications                                                Article III, Sec. 2                                                                                   2 

Charges Against                                         Article III, Sec 9                                                                                    3

Classification                                              Article III, Sec. 1                                                                                   2

Good standing                                             Article III, Sec. 4                                                                                   3

Privileges                                                     Article III, Sec. 3                                                                                   2

Reinstatement                                             Article III, Sec. 7B                                                                                3

Resignation                                                  Article III, Sec. 6                                                                                   3

Suspension                                                   Article III, Sec.5                                                                                    3

Suspension & Expulsion                           Article III, Sec. 8                                                                                   3

Termination                                                Article III, Sec. 7A                                                                                3

Name                                                                     Article I                                                                                                   1

Nominating Committee                                    Article VI, Sec. 1A-C                                                                            6

Object and Purpose                                                                                                                                                              1

Officers

Duties                                                            Article V, Sec. 5A-H                                                                      4 - 6

Election of Officers                                   Article VI, Sec. 4                                                                                    6

Elected Officers                                         Article V, Sec. 1                                                                                     5

Qualifications                                             Article V, Sec. 2                                                                                     5

Term of Office                                           Article V, Sec. 3                                                                                     5

Transfer of Officers                                                 Article VIII, Sec. 7                                                                             11

Vacancy in Office                                      Article V, Sec. 4                                                                                     5

Parliamentary Authority                                 Article XIII                                                                                          11

Pledge to Duty                                                     Article VI, Sec. 3                                                                           6 & 7        

Pledge to Membership                                      Article VI Sec. 3                                                            6 & 7

Preamble                                                                                                                                                                                1

Revisions of Bylaws                                          Article XIV, Sec. 3                                                                             12

Voting

At Conventions                                           Article VII, Sec. 2                                                                                  8

Mail or Telephone                                       Article VIII, Sec. 6C                                                                             9

Email                                                              Article VIII, Sec. 7                                                                                9

SPECIAL SECTION INDEX

Board Of Directors Rules During Board Meetings28                                                                                              24

BOD Standing Rules                                                                                                                                                          18

Parliamentary Procedures                                                                                                                                              18
Procedure in Small Boards                                                                                                                                             18

TLA Special Rules of Order                                                                                                                                           12

TLA Standing Rules                                                                                                                                               12 & 13

Board of Directors Rules

These the following rules, after adoption by a majority of the members present at a regularly scheduled meeting of the BOD, shall remain in effect until such time they are amended, suspended or rescinded by the BOD of TLA.

1. The BOD shall follow the “Procedure in Small Boards” as per the most current revision of ROBERT’S RULES OF ORDER

2. All proposed actions (motions) of the BOD shall be adopted when a majority of the voting members present vote in the affirmative.

3. No member shall be permitted to disturb the board meeting or hamper the transaction of business.

4. Any member who disrupts the proceedings of the meeting in a manner considered to be hostile, (i.e., loud voice, foul language) shall be removed for the duration of the meeting.