Constitution & Bylaws
Article VII - Members
(1) Membership Categories and Eligibility
There shall be three categories of membership in the Association: Regular, Associate, and Delegate. To be eligible for any category, the purpose of an applicant or member must not be in conflict with the objectives of the Association set forth in the Certificate of Formation and/or these Bylaws. All individual members that are part of an organization are representatives of those organizations. When the named individual leaves his or her organization or the Association, the membership will remain with the organization. The categories of membership are described as follows:
A. Regular Member – Voting Privileges. Regular members may be the representatives of municipalities or other government bodies or parking authorities, transportation authorities, boards, bureaus, commissions or departments, including but not limited to universities, colleges, airports, hospitals, stadiums and auditoriums, or other such organizations. Regular members may also be the representatives of corporations, consultants, private developers or individuals engaged in supplying goods or services to the parking and transportation industry or interested in or involved with the operation and development of institutional or municipal parking, whether for profit or otherwise and who support the objectives of the Association Regular members also may be the representatives of institutions having similar responsibility for the establishment, operation, maintenance, control or direction of public parking. Each regular member shall be entitled to one vote on each matter submitted by the Board of Directors to a vote at the Annual Business Meeting (defined hereafter) or any special meeting of the regular members (a “Special Membership Meeting”), except to the extent that the voting rights are limited or denied by the Texas Business Organizations Code or the Certificate of Formation. A regular member shall pay a membership fee as set by the Board of Directors.
B. Associate Member – No Voting Privileges. Associate members shall be individuals or representatives of organizations that are not regular members. Associate members shall not have any right to vote on matters submitted by the Board of Directors to the regular members. An associate member shall pay a membership fee as set from time to time by the Board of Directors.
C. Delegate Member – Proxy Voting Privileges. A delegate member is a representative named by a regular member who is authorized to vote for the regular member. When a regular member has failed to name a delegate member, the President may designate the delegate member and advise the Secretary thereof until the regular member names a replacement. A delegate member shall have the right to vote as proxy for the regular member on each matter submitted by the Board of Directors to a vote at the Annual Business Meeting or any Special Membership Meeting, except to the extent that the voting rights are limited or denied by Texas Business Organizations Code or the Certificate of Formation. A delegate members shall not be required to pay a membership fee to the Association.
(2) Admissions to Membership
Application for membership shall be submitted to the Membership Committee Chair or Treasurer. If an applicant is denied membership, the Membership Committee Chair shall inform the full Board of Directors as to the reason for denial. An appeal of a denied membership shall be made to the full Board of Directors.
(3) Termination of Membership
Membership may be terminated by a member organization upon written resignation to the Membership Committee Chair (or Treasurer), but such resignation shall not relieve the member organization so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
(4) Expulsion of Members
A. Membership shall terminate for non-payment of dues upon recommendation by the Membership Committee Chair and after action of the Board of Directors. Such action shall be considered if a member's dues or special assessments become sixty (60) days in arrears. Any member who has become delinquent may be reinstated by full payment of the current year's dues, with the approval of the Board of Directors. The Membership Committee Chair and/or the Treasurer shall be responsible for keeping the President and Board of Directors informed as to those members delinquent and those eligible for reinstatement.
B. Where a member is found to have acted in such a manner as to be prejudicial to the objectives of or to the successful operation of the Association, or in any way discredits the Association, the Board of Directors may suspend or expel the member.
Dues of all members shall be due and payable on January 1st of each year and shall become delinquent on the last day of February of the same year. Dues are not refundable other than for inadvertent duplication or unauthorized admission. The Board of Directors will determine the annual dues rates, delinquent fees, conference fees, and meeting fees. These fees will be posted on the Association’s website.
(6) Voting Rights of Regular Members
Each regular member of the Association shall be entitled to one vote on each matter submitted by the Board of Directors to a vote at the Annual Business Meeting (defined hereafter) or a Special Membership Meeting, except to the extent that the voting rights are limited or denied by the Texas Business Organizations Code or the Certificate of Formation. No member shall be entitled to any dividend or any part of the income of the Association or to share in the distribution of the corporate assets upon dissolution. The Board of Directors has the discretion to decide which, if any, matters shall be submitted to the regular members for a vote, subject to the requirements of the Texas Business Organizations Code.
(7) How Regular Members Can Legally Act
The regular members may act only at a properly called meeting of the regular members (either the Annual Business meeting (defined hereafter) or a Special Membership Meeting) where a quorum is present. At such a meeting, a vote of a majority of the regular members in attendance shall be an act of the membership, except that a two-thirds majority of the regular members in attendance shall be required when mandated by the Texas Business Organizations Code or these Bylaws. The attendance of ten percent (10%) of the regular members shall constitute a quorum for the conduct of business at either the Annual Business Meeting (defined hereafter) or a Special Membership Meeting.
(8) Regular Membership Meetings
The Membership shall meet at least once a year, at the Business Meeting held at the Association’s Annual Conference and Trade Show (the “Annual Business Meeting”), at a time designated by the Board of Directors, for the purpose of transacting any business that the Board of Directors may submit to the members.
(9) Notice of the Annual Business Meeting
Written notice of the Annual Business Meeting shall be given not less than 30 calendar days nor more than 60 calendar days before the date that such meeting is to be held Such written notice shall be delivered by mail, in person, by facsimile, or by e-mail, and shall state the place, day, and time of the meeting.
(10) Special Membership Meetings
Special Membership Meetings may be called at any time by the President, by a majority of the Board of Directors, or upon written request of 10% of the regular members.
(11) Notice of Special Membership Meetings
Notice of Special Membership Meetings shall be given in the same manner as notice for the Annual Business Meeting as provided for above, except that the notice shall be required to contain the purpose for which the meeting is called.
Except as otherwise provided by law or in these Bylaws, all regular members shall have the right to submit a motion to vote on a proposal at the Annual Business Meeting or at a Special Membership Meeting, by providing the proposal to the Board of Directors at least seventy-five (75) days in advance of the Annual Business Meeting, or sufficiently in advance of a Special Membership Meeting in order for the proposal to be included in the notice of the meeting.