TCHC Bylaws
The bylaws are also available for
download:  TCHC By Laws
1.01 Name
The name of the corporation shall be Tarrant County Homeless
Coalition (herein referred to as the Coalition).
1.02 Principal
Office
The principal office of the Coalition in the State of Texas
shall be located in the City of Fort Worth, County of Tarrant.
1.03 Registered Office and
Registered Agent
The Coalition shall have and continuously maintain in the State
of Texas a registered office and a registered agent whose office is
identical with such registered office, as required by the Texas
Non-profit Corporation Act. The registered office may be, but
need not be, identical with the principal office of the Coalition
in the State of Texas, and the address of the registered may be
changed by the Board of Directors.
2.01 Membership
The coalition shall have one class of members who will be
responsible for election of the Board of Directors. The
annual membership fee will be set each year by the Board of
Directors.
3.01 Purpose
The purpose of the corporation is to provide leadership in the
prevention and eradication of homelessness in Tarrant County.
3.02 Powers of
Corporation
Solely for the above purposes, the Coalition is empowered to
exercise all rights and powers conferred by the laws of the State
of Texas upon non-profit corporations, including but not limited to
the right and power to receive gifts, devises, bequests and
contributions in any form, and to use, apply, invest, and reinvest
the principal and/or income there from or distribute the same for
the above purposes the power to make and perform contracts; to
purchase, lease, or otherwise acquire, improve, construct, own,
hold, use, maintain, operate, exchange, encumber, sell, convey, or
otherwise dispose of real or personal property of every kind,
nature, or description, as may be necessary or desirable to promote
the primary purpose of the Coalition or expedient for the
administration of the affairs and attainment of the purposes of the
Coalition.
4.01 General Powers
The affairs of the Coalition shall be managed by its Board of
Directors.
4.02 Number and Tenure The
number of directors shall be determined annually by a majority vote
of the currently serving board. In no instance shall the
number be less than five (5). Each director shall hold office for
three (3) years with a limit of serving two (2) consecutive terms
for six (6) consecutive years total within the two (2) terms of
service. Former Directors who leave the Board because of
these term limits may return to the Board after the passage of an
eleven (11) month period. The membership shall elect at least
one director who is homeless or had been formerly homeless in
accordance with HUD definition of homeless.
The members shall have governmental and municipal representation
including a representative each from the city of Arlington and Fort
Worth and from Tarrant County, Representatives from other
special groups or interests impacting the needs of homeless persons
shall be recruited including representatives to address needs for
community collaboration, such as business leaders, domestic
violence service providers, elected officials, faith based groups,
and mental health and/or substance abuse providers. If a
designated director vacates the position, the Board shall fill the
vacancy in accordance with Section 4.08.
Directors must be TCHC members in good standing (current on
dues) and remain so throughout the term. Directors should be
willing to support the mission of the Coalition with regular
attendance at Board Meetings. Absences may be excused by
reporting to the Secretary, prior to the meeting when
possible. Three unexcused absences in a row may be grounds
for removal per procedure named in Section 4.09. Attendance
problems will be addressed with directors in writing from the
Secretary prior to removal.
4.03 Regular and Special
Meetings
A regular meeting of the Board of Directors may be called at a
location as determined by the president.
4.04 Annual
Meetings
The annual meeting of the coalition shall be held in the first
quarter of every year.
4.05 Notice
Notice of any meeting of the Board of Directors shall be given
by written notice at least seven (7) days before the scheduled
meeting date and be delivered personally, sent by mail, e-mail, or
telegram to each director at the address shown by the records of
the Coalition. If mailed, such notice shall be deemed to be
received when deposited in United States mail properly addressed
with postage thereon prepaid. If notice by e-mail, such
notice shall be deemed to be received when the e-mail is delivered
to the address site. If notice by telegram, such notice
shall be deemed to be received when the telegram is delivered to
the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except where a
director attends a meeting for the expressed purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of
the Board need be specified in the notice of such meeting, unless
specifically required by law or by these Bylaws.
4.06 Quorum
A majority of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board.
A majority is hereby defined as at least 50% of the voting members
of the Board [interpreted as 50% of the number of voting members
approved and currently serving as the meeting is called to
order]. If less than a quorum of the directors is present at
said meeting, a majority of the directors present may adjourn the
meeting.
4.07 Manner of
Acting
The act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or
by these bylaws.
Each of the voting members of the Board shall be entitled to one
vote on matters coming before the Board. Decisions by the
Board shall be by majority vote of the voting directors present for
the vote.
4.08 Vacancies
Any vacancy occurring in the board of directors shall be filled
upon recommendation of the nominating committee. The
nomination shall be ratified or rejected by the TCHC membership at
the next available TCHC membership meeting.
4.09 Removal
Any director may be removed from the Board at any time with
two-thirds (2/3) vote of the members of the Board. The
vacancy created by such removal shall be filled in the manner set
forth herein above.
4.10 Compensation and Conflicts
of Interest
Directors shall not receive any salaries for their services,
however, by resolution of the Board may receive reimbursement for
expenses incurred in performing Board approved activities.
Directors who might have a direct financial interest from the
TCHC should not serve on the Board of Directors. Members of
the Board of Directors must declare their interest, properties,
employment, board positions etc. that might relate to TCHC
business. It is expected that some Directors are employed by
agencies receiving funds through the Continuum of Care.
Safeguards remain in place to prevent fund recipients from serving
on allocation decision making entities. Directors are
expected to abstain from voting on decisions specifically regarding
their organization. Concerns about perceived Conflicts of
Interest should be directed to the Vice President or another
officer or Board member that is not impacted by the perceived
conflict of interest.
4.11 Informal Action by
Directors
Any action required by law to be taken at a meeting of
directors, or any action which may be taken at a meeting of the
directors, may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by a majority of the
voting members currently serving.
5.01 Corporate
Offices
The Board of Directors shall elect and appoint a President, Vice
President, Secretary, and Treasurer. The Coalition may also have
such other officers as may be deemed appropriate by the Board of
Directors. The President will be considered the Chair of the
Executive Committee.
The President shall preside at all meetings of the Board of
Directors, as available. He/she shall have and exercise such
powers and perform such duties as shall be assigned or required
from the Board.
The Vice President shall generally assist the president, shall
preside at meetings of the Board in the event of absence or
disability of the president, shall serve as Chair of the Nominating
Committee and shall exercise such powers and perform other duties
as may be assigned or delegated by the president.
The Secretary will be Chair of the Governance Committee.
The Treasurer will be Chair of the Finance Committee.
5.02 Election and Term of
Office
The officers of the Coalition shall be elected annually by the
Board of Directors at the January meeting of the Board of
Directors. New officers may be created and filled at any
meeting of the board of Directors. Each officer shall hold
office until his or her successor shall have been duly elected and
qualified. Terms are for one (1) year in that office with a
limit of serving 2 consecutive terms.
5.03 Powers
Each officer shall have only such power and authority as is
delegated to him by the Board of Directors, or by these Bylaws.
5.04 Removal
Any officer elected, or appointed by the Board of Directors may
be removed from office with two-thirds (2/3) vote by the members of
the Board of Directors whenever in its judgment the best interests
of the Coalition would be served thereby.
5.05 Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, shall be filled by the Board of
Directors for the unexpired portion of the term at the next
regularly scheduled Board meeting.
6.01 Committees of
Directors
The Board of Directors, may designate and appoint one or more
committees each of which shall consist of one or more directors and
shall duties as directed by the Board of Directors in the
management of the coalition. However, no such committee shall
have the authority of the Board of Directors in reference to
amending, altering, or repealing Bylaws; electing, appointing, or
removing any member of any such committee or any director or
officer of the Coalition; amending the Articles of Incorporation;
adopting a plan of merger or adopting a plan of consolidation with
another corporation; authorizing the sale, lease, exchange, or
mortgage of all or substantially all property and assets of the
Coalition; authorizing the voluntary dissolution of the Coalition
or revoking proceeding therefore; adopting a plan for the
distribution of the assets of the Coalition; or amending, altering
or repealing any resolution of the Board of Directors which by
terms, provides that it shall not be amended, altered, or repealed
by such committee. The designation and appointment of any
such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any individual
director, of any responsibility imposed on it or him by law.
6.02 Term of Office
Each member of a committee shall continue as such until the next
annual meeting of the Board of Directors of the Coalition and until
his successor is appointed, unless the committee shall be sooner
terminated, or removed from such committee, or unless such member
shall cease to qualify as a member thereof.
6.03 Chair
One member of each committee shall be appointed chair by the
person or persons authorized to appoint the members thereof.
6.04 Vacancies
Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in the case of the
original appointments.
6.05 Quorum
Unless otherwise provided in the resolution of the Board of
Directors designating a committee, a majority of the whole
committee shall constitute a quorum and the act of a majority of
the committee members present at a meeting at which quorum is
present shall be the act of the committee.
6.06 Rules
Each committee may adopt rules for its own government not
inconsistent with these Bylaws or with rules adopted by the Board
of Directors.
6.07 Standing
Committees
The Executive Committee shall be comprised of the President,
Vice President, Secretary, Treasurer and the immediate past
President when available.
Other standing committees must include at least one director and
others appointed by the respective committee Chair and include the
Finance Committee, Governance Committee, Nominating Committee,
Planning Council, Grievance Committee, and Consumer Council.
The Planning Council will oversee the Community Projects Review
Committee, Performance Review Committee, HMIS Committee and
Discharge Planning Committee.
For description of TCHC committees see "TCHC functions by
Structure" document.
7.01 Contracts
The Board of Directors shall by
Resolution authorize the execution of contracts and the delivery of
any instrument in the name of and on behalf of the Coalition.
7.02 Checks and
Drafts
All checks, drafts, or orders for the payment of money, notes,
or other evidences of indebtedness issued in the name of the
Coalition shall be signed by any one designated director and the
expenditures will be made in accordance with the TCHC Finance
Policies and Procedures.
7.03 Deposits
All funds of the Coalition shall be deposited from time to time
to the credit of the Coalition in such banks, trust companies, or
other depositories as the Board of Directors may select.
7.04 Gifts
The Board of Directors may accept, on behalf of the Coalition,
any contribution, gift, bequest, or devise for general purposes, or
any special purpose of the Corporation. Similarly, the Board
of Directors may make, on behalf of the Coalition, any
contribution, gift, grant, or investment authorized by law, or
these Bylaws to the Authority, provided such a gift does not cause
the Coalition to lose its tax exempt status.
7.05 Employees
An Executive Director shall serve as staff support to
the Board of Directors of the TCHC. The Board of Directors
will provide direction and evaluation of the Executive Director
(ED). The ED will provide supervision of any additional staff
or staff volunteers. The TCHC ED will attend all committee
meetings of the Coalition but will not be a voting member.
The Executive Committee will be responsible for the evaluation of
the Executive Director.
8.01 Records
The Secretary and/or Treasurer shall keep correct and complete
books and records of account and minutes of the proceedings of the
Board of Directors. At the principal TCHC office, a current
record of the names and addresses of the membership and of the
Board of Directors will be maintained. All books and records
of the Coalition may be inspected by any member of the Board of
Directors, his agent, or attorney for any proper purpose at any
reasonable time.
9.01 Fiscal Year
Term
The fiscal year of the Coalition shall begin on the first day of
January and end on the last day of December in each year.
10.01 Provisions
Whenever any notice is required to be given under the provision
of the Texas Non-Profit Corporation Act, or under the provisions of
the Articles of Incorporation, or Bylaws of the Coalition, a waiver
thereof, in writing signed by the person or persons entitled to
such notice, whether before, or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
11.01 Criteria
These Bylaws may be altered, amended, or repealed and new Bylaws
adopted by the vote, or written assent of two-thirds (2/3) of the
members of the Board of Directors at any regular meeting, or any
special meeting of the Board, quorum being present, if at least
fourteen (14) days written notice is given of any intention to
alter, amend, or repeal these Bylaws, or adopt new Bylaws at such
meeting.
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