Constitution And
By-Laws
Of
Adopted February 15, 2003
As Revised February 26, 2006
The name of this charitable organization shall be the ‘Texas Laryngectomee Association’.
The purpose of this organization shall be the rehabilitation and well being of those persons having lost their natural voice and to further the education of those health-care professionals involved in the total rehabilitation of laryngectomees.
Membership shall be open to all members of Texas Lost Chord Clubs, any person who has suffered the loss of voice or speech, and those friends and health-care professionals interested in the rehabilitation of the laryngectomized person.
Officers shall consist of a Chairman, Vice-Chairman, Secretary, and Treasurer.
Officers shall be elected at a General Meeting by the general assembly of attendees (laryngectomees and spouses/significant other of laryngectomees) for a term of two consecutive Annual Meetings. No officer shall serve in the same office for more than two consecutive annual meetings. In order to promote smooth transition of officers, the Chairman/Vice-Chairman and Secretary/Treasurer will be elected in alternate conference years.
The Board of Directors shall consist of the Officers, Members-at-Large and the Presidents of the member Texas clubs.
Meetings shall be held once a year beginning in 2004. The Planning Committee, appointed by the Chair of the TLA, will select the meeting dates and location, subject to the approval by the Board of Directors.
This constitution may be amended at a general meeting by a two-thirds (2/3) vote of members present. The purpose of the amendment shall be submitted to the member clubs, in writing, a month ahead of the meeting date and read at the regular meeting. By Laws may be amended or repealed at any regular meeting by a majority vote.
Amendment One
To Constitution of Texas Laryngectomee Association
The following provisions are added:
a. Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
b.
No part of the net earnings of the organization shall inure
to the benefit of, or be distributable to its members, trustees, officers, or
other private persons, except that the organization shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in the
purpose clause hereof. No substantial part of the activities of the organization
shall be the carrying on of propaganda, or otherwise attempting to influence
legislation, and the organization shall not participate in, or intervene in
(including the publishing or distribution of statements) any political campaign
on behalf of any candidate for public office. Notwithstanding any other
provision of this document, the organization shall not carry on any other
activities not permitted to be carried on (a) by an organization exempt from
federal income tax under section 501 (c) (3) of the Internal Revenue Code, or
corresponding section of any future federal tax code, or (b) by an organization,
contributions to which are deductible under section 170 (c) (2) of the Internal
Revenue Code, or corresponding section of any future federal tax
code.
c.
Upon the dissolution of the organization, assets shall be
distributed for one or more exempt purposes within the meaning of section 501
(c) (3) of the Internal Revenue Code, or corresponding section of any future
federal tax code, or shall be distributed to the federal government, or to a
state or local government, for a public purpose. Any such assets not disposed of
shall be disposed of by the Court of Common Pleas of the county in which the
principal office of the organization 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
purpose.
Amendment Two: Fiscal
Year
The Fiscal Year of the Texas Laryngectomee Association (TLA) shall begin on the first day of January and end on the last day of December each year.
Amendment Three: Books and
Records
The TLA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its meetings of its Board of Directors, and Committees having any authority of the Board, and shall keep at the registered or principal office a record giving names and addresses of the Board of Directors and delegates entitled to vote.
Amendment Four: Transition of
Officers
Newly elected officers will assume their duties when all business of the Annual Meeting and related Board of Directors meeting in which they were elected is concluded.
Amendment Five: Members-at-Large
A maximum of seven (7) Members-at-Large shall be appointed by the Chairman, subject to the approval of the Executive Committee. Members-at-Large may be healthcare professionals, laryngectomees, spouses or others interested in the rehabilitation of laryngectomized persons. There are no limits as the length or duration of time that a member-at-large may serve on the Board of Directors.
of Texas
Laryngectomee Association
Officers shall perform the duties prescribed by the By Laws and, in addition, shall perform any other duties as are customary of their offices. The officers of the TLA shall comprise the Executive Committee.
The Chairman shall be the Chief Executive Officer of the organization and shall:
a. Preside at regular meetings.
b. Preside over all meetings of the Board of Directors.
c. Call any emergency meetings of the Board of Directors or any committees.
d. Appoint the chair for each committee. The chair of each committee shall be responsible for selecting
members of that committee.
e. Serve as ex-officio member on all committees.
The Vice-Chairman shall:
a. Perform the duties of the Chairman in the absence of the Chairman.
b. Transact the financial affairs should the Treasurer become unable to function.
c. Serve as ex-officio member of all committees.
The Secretary shall:
a. Record all proceedings of meetings of the members and of the Board of Directors by a method that
will archive those proceedings.
b. Give, or cause to be given, all necessary notices of meetings of the members or of the Board of
Directors.
The Treasurer shall:
a. Have custody of all monies and valuable papers and documents of the organization.
b. Expend the funds of the organization as directed by the membership.
c. Keep or cause to be kept, books setting forth the true record of the receipts, expenditures, assets,
liabilities, losses, and gains of the organization.
d. Render a statement of the financial condition at the annual meeting as well as the meeting of the
Board of Directors.
The following shall be standing committees of the TLA:
a. Meeting Place
b. Publishing/Advertising
c. Fund-Raising
d. Planning
e. Nominations
of Texas
Laryngectomee Association
(continued)
f. Awards
The chairs of the standing committees will be appointed by the Chairman of the TLA with the exception of the planning committee, which will be chaired by the Chairman.
The meeting place committee will be responsible for the following:
a. Selecting the location of the annual meeting and arranging contracts with the facility as required.
b. Ensure that necessary space and special needs are available for vendor displays.
c. Ensure that all required audio-visual equipment is available for the meeting.
d. Work with the housing committee in arranging for the catering of meals and the annual banquet.
e. Securing local housing at the most reasonable rates once the site of the meeting has been determined.
f. Arrange for the catering of meals and the annual banquet
The publishing/advertising committee will be responsible for the following:
a. Providing copies of all working documents of the TLA as required by the Executive committee or
others assigned by the chairman.
b. Provide for the design, publishing and distribution of all material relevant to the annual conferences.
c. Work with the planning committee in preparing material for the annual conferences.
Section 4: Fund-Raising
The fundraising committee will be responsible for fundraising activities at the annual conferences.
The planning committee shall be responsible for the following:
a. Planning the content, agenda, dates, fees and professional staff of the annual conferences.
b. Establish subcommittees as required to facilitate the successful presentation of the annual
conferences.
c. Network with all standing committees to ensure the proper sequencing and successful completion of
all aspects of the annual conferences.
Section 6: Nominations
The nominations committee shall be responsible for presenting nominations for the Officers and the Board of Directors to the General Assembly.
Section 7: Awards
The awards committee shall be responsible for securing appropriate awards and gifts as deemed appropriate.