The name of this organization is the Code Enforcement Association of Texas. These Bylaws (referred to as the “Bylaws”) govern the affairs of the Code Enforcement Association of Texas herein referred to as “C.E.A.T.” and/or “Association”, a nonprofit Association, organized under the Texas Non-Profit Association Act (referred to as the “Act”).
1.01 Principal Office. The principal office of C.E.A.T. in the State of Texas shall be the professional work/site (office) of the President, so long as it is located in the State of Texas.
1.02. Registered Office and Registered Agent. The C.E.A.T. shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Association’s principal office in Texas. The Executive Board may change the registered office and the registered agent as provided in the Act.
1.03. Territory. The geographical sections that C.E.A.T. represents shall be all participating villages, cities, townships, counties and state agencies within the boundaries of the State of Texas.
(a) Active Members – Any person involved in the regulation of health and safety in the environment, both natural and man-made, and resides or works in the State of Texas, shall be eligible for regular membership; and, upon payment of established dues shall be known as an “Active Member.”
(b) Associate Members – Any student, non-resident, or individual interested in code enforcement. Associate members shall not have voting privileges.
(c) Member Agency – A participating governmental agency shall be considered a member agency with a $100.00 contribution, renewable annually at $100.00.
(d) Lifetime Membership – For any individual or organization who has rendered outstanding meritorious service in furtherance of the objectives of C.E.A.T.
2.02. Termination of Membership.
(a) Any member leaving the code enforcement profession for a period in excess of six months will cease to be an active member.
(b) Any member that has acted in such a manner as to bring discredit upon C.E.A.T. may be suspended and/or terminated from membership. Determination of membership will be made by the Executive Board and/or with a majority of the Voting Delegates taken by secret ballot.
(c) Any member whose membership is terminated may not reapply for membership in the C.E.A.T. Association for a period of one year from the date of termination, and may not attend any meeting or function, including as a guest.
(d) Any member in default of his/her financial responsibilities for a period of three (3) months shall be dropped from the C.E.A.T membership. This section does not preclude reinstatement upon payment of dues. Shall be reinstated at the desertion of the Executive Board
2.03 Membership Dues. Annual membership dues shall be $60.00 per active member and associate member, $100.00 per member agency and no charge for lifetime membership due October 1 of each program year. Said annual dues shall cover a period from October 1 through September 30. There shall be no prorated dues. New members paying membership fees during the 4th quarter of C.E.A.T. fiscal year (July, August, and September) shall have the option of beginning their membership immediately and having to renew on October 1st, or they may elect to delay the effective date of new membership until October 1st of the new fiscal year.
2.04 Membership Year. Membership year of C.E.A.T shall be from October 1 to September 30 of each year.
3.01. Mission. C.E.A.T. was formed to study and advance the science and practice of code enforcement through certification to further the interests of the profession to promote fellowship and understanding among its members; without regard to race, creed, color, and national origin, or sex.
4.01. The Board of Directors for C.E.A.T. shall be appointed by the Executive Board to serve as an advisory council and shall consist of three members, serving a two year term, and the Board of Director Emeritus. The Board of Directors members may be appointed to consecutive terms of office on a semi-annual basis. The Board of Directors shall be Ex-Executive Board member or Ex- Committee member. The Board of Directors shall serve on the Finance Committee, the By-Laws Committee and work on the Legislative Update. The Board of Directors Emeritus shall serve as deemed necessary by the Executive Board. A member of the board of directors shall be conveyed all typical duties associated with the requirements and duties of C.E.A.T. Historian by C.E.A.T. President.
5.01. General Powers. The affairs of C.E.A.T. shall be managed by C.E.A.T. Executive Board, which shall exercise all general powers conferred by the laws of the State of Texas upon Associations, organized under the Texas Non-Profit Association Act and shall have such additional powers and duties and restrictions on such powers and duties as are specifically provided in Articles V. of these Bylaws.
5.02. Number, Qualifications and Tenure of the Executive Board. The officers of C.E.A.T. shall be eight (8) in number and there shall be a President, 1st Vice President, 2nd Vice President, 3rd Vice President, Secretary, Treasurer, Sergeant-at-Arms and Ex-Officio (Immediate Past President). The normal term of office shall be two (2)-year for the Executive Board officers commencing at the end of the annual business and educational conference.
A.) An active member of C.E.A.T. in good standing shall be eligible for office with current Certificates as a Code
Enforcement Officer through the Texas Department of Health.
B.) All nominees running for office must be registered and present at the Annual Business and Educational Conference to have their names entered on the official ballot; exception to this paragraph may be granted by majority vote of the Executive Board.
C.) All nominees must meet the following criteria:
1.) Dues must be current prior to nomination.
2.) Must be a member of C.E.A.T. for at least two (2) fiscal years.
3.) Must have actively served a minimum of one year on a C.E.A.T. committee.
4.) Must be willing to serve in the nominated position.
5.) President, 1st Vice President, and 2nd Vice President shall have Code Officer II certification prior to the presentation of the slate of officers of to the membership at the Annual Business and Education Conference.
6.) President, 1st Vice President, and Treasurer shall have served at least two (2) years on the executive board and/or as a Board of Director.
5.03. Election. The Active Members of C.E.A.T. shall elect the members of C.E.A.T. Executive Board who will serve for a two (2)-year term. No officer shall be elected to more than two (2) consecutive full terms. Each Board member shall continue until his or her successor shall be elected as determined in 5.02.
5.04. Duties. Except as otherwise provided by the C.E.A.T. By-Laws, the Executive Board may transact Association business in the interim between annual meetings; shall determine when committee reports are to be issued; shall effectuate motions voted by the Association; and may adopt rules for the regulation of its proceedings. Official findings and recommendations of the Executive Board shall be determined by a majority vote. All members of the Executive Board shall have one vote.
5.05. Quarterly Meetings. The Executive Board shall meet, at least quarterly, at such time that the Executive Board designates. At the quarterly meeting, the Executive Board shall transact any business that may come before the meeting. Any quarterly meeting or special meeting shall be held at the registered office of the Association in Texas or at a place as the Executive Board may from time to time designate.
5.06. Special Meetings. Special meetings of the Executive Board may be called by the President or not less than the majority of the Executive Board currently in office.
5.07. Notice of Meetings. Written or printed notice of any meeting of the Executive Board shall be delivered to each Board Member ten (10) days prior to any meeting. The notice shall state the place, day, and time of the meeting and the general purposes for which the meeting is called. The Executive Board may dispense with the giving of the notice specified in this Section: (1) if oral notice of any subsequent meeting is given during the course of the annual meeting or any special meeting; or, (2) if the President convenes a special meeting for any purpose which the President deems to be an emergency. If all of the Executive Board members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice.
5.08. Quorum. A majority of the Executive Board of C.E.A.T. shall be necessary and sufficient to constitute a quorum for the transaction of business at all meetings and the act of a majority of the Executive Board present at any meeting in which there is a quorum present shall act of the C.E.A.T. Executive Board, except as may be otherwise specifically provided by statute or by these Bylaws.
5.09. Vacancies. Any vacancy occurring on the C.E.A.T. Executive Board is to be filled by the majority vote of the Executive Board. A Board member elected for the unexpired term of his/her predecessor in office shall complete the term of that predecessor. Also shall meet the same criteria’s outlined in Article V. 5.02.
5.10. Removal of Executive Board. The C.E.A.T. Executive Board may vote to recommend that a Board Member be removed at any time for good cause. Good cause for removal of a Board Member shall include the unexcused failure to attend two (2) consecutive meetings of the C.E.A.T. Board. A meeting to consider recommendation of the removal of a Board member may be called and noticed following the procedures provided in these bylaws. The notice of the meeting shall state that the issue of possible recommendation for the removal of a Board member is on the agenda. At the meeting, the C.E.A.T. Executive Board shall consider possible arrangements for resolving the problems that are in the mutual interest of C.E.A.T. and the Executive Board. A Board member may be removed by the majority vote of the Executive Board at any time with cause.
5.11. Special Awards. Executive Board Members are not eligible in the following categories: the “Charles W. Daniels C.E.A.T. Scholarship Award”, the “Wes Castolenia Code Enforcement Officer of the Year Award”, and recipients of any door prizes.
6.01. President. The President shall be the chief executive officer of the Association. The President shall supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Executive Board. The President may execute any bonds, contracts, or other instruments that the Executive Board
has authorized to be executed. The President shall perform other duties prescribed by the Executive Board and all duties incident to the office of President. The President shall give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Executive Board. The President shall be the co-signer of all checks and shall sign a receipt for C.E.A.T. equipment which shall be returnable upon leaving office.
6.02. 1st Vice President. The 1st Vice President shall preside over all C.E.A.T. meetings in the absence of the President. The primary duty of 1st Vice President shall be to chair the Conference Committee, and shall be the co-signer of all checks with the approval of the Executive Board. The 1st Vice President shall give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Executive Board. Also, shall sign a receipt for C.E.A.T. equipment which shall be returnable upon leaving office.
6.03. 2nd Vice President. The 2nd Vice President shall preside in the absence of the 1st Vice President and in the absence of the President at all C.E.A.T. meetings. The primary duty of the 2nd Vice President shall be to chair the Education Committee, Steering Committee and to keep the President informed of the current progress and future plans of this committee. The 2nd Vice President shall give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Executive Board. Shall keep the President informed of the current progress and future plans of this committee and shall sign a receipt for C.E.A.T. equipment which shall be returnable upon leaving office. The 2nd Vice President and/or designee shall proctor the Intermediate Examination.
6.04. 3rd Vice President. The 3rd Vice President shall be responsible, in the absence of the 2nd Vice President, 1st Vice President and President, to preside over all CE.A.T. meetings. The primary responsibility of the 3rd Vice President is to serve as the Membership Chairperson. The 3rd Vice President shall keep an up to date roster of all members and shall maintain the membership database. This database shall be a continuous record of qualified active and associate members. The 3rd Vice President shall give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Executive Board. Also, shall sign a receipt for C.E.A.T. equipment which shall be returnable upon leaving office.
6.05. Treasurer. The Treasurer shall:
(a) Have charge and custody, and be responsible for all funds and securities of the Association.
(b) Receive and give receipts for monies due and payable to the Association from any source.
(c) Deposit all monies in the name of C.E.A.T. in banks, trust companies, or other depositories as provided in the bylaws or as directed by the Executive Board or President.
(d) Write checks and disburse funds to discharge obligations of C.E.A.T. All checks of the Association shall be signed by the Treasurer and/or President; all vouchers shall be signed by the Treasurer and the President.
(e) Maintain the financial books and records of C.E.A.T.
1) Prepare quarterly financial reports and president these reports to the, Executive Board and Board of Directors.
2) Prepare an annual financial report to make available this report to the membership of the Association at the annual business and education conference. Perform other duties as assigned by the President or by the Executive Board.
(g) Give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Executive Board.
(j) Investigate all tax laws and shall keep C.E.A.T. advised of any laws that directly affect the Association so that we may be in compliance with all such laws and procedures and establish this Association in its rightful and correct position as so stated in Article I. 1.02.
(k) Shall sign a receipt for C.E.A.T. equipment which shall be returnable upon leaving office.
6.06. Secretary. The Secretary shall:
(a) Take minutes of the meetings of the members and of the Executive Board and keep the minutes as part of the corporate records.
(b) Maintain custody of the corporate records and of the seal of the Association.
(c) Affix the seal of the Association to all documents as authorized.
(d) Keep a register of the mailing address of each Executive Board, Board of Director, and members of the Association.
(e) Give all notices as provided in the bylaws or as required by law.
(f) Prepare and deliver correspondence for the Association.
(g) Prepare the organizational newsletter.
(h) Serve as the contact person with other organizations.
(i) Perform duties as assigned by the President or by the Executive Board.
(j) Perform all duties incident to the office of Secretary.
(k) Complete a list of any standing or special committees.
(l) The secretary shall give a bond for the faithful discharge of his or her duties in as determined by the Executive Board.
(m) Disseminate minutes to the Executive Board within 30 days of prior meeting.
(n) Maintain a roster of all active members, associate members, member agency, and lifetime members.
(o) Coordinate updates to the website.
(p) Shall sign a receipt for C.E.A.T. equipment which shall be returnable upon leaving office.
6.07. Sergeant-at-Arms. The Sergeant-at-Arms shall be the parliamentarian and shall maintain order in all meetings and functions of the Association. The Sergeant at Arms shall chair the “Wes Castolenia Code Enforcement Officer of the Year Award” and the “Charles W. Daniels C.E.A.T. Scholarship Award” (Scholarship recipient can only receive the award one time) and the By-Laws/Policy and Procedures Committee. The Sergeant-at-Arms shall be responsible for ensuring that all voters are in accordance with provisions described in Article V, 5.02. & 5.03. The sergeant-at-arms shall give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Executive Board.
6.08. Ex-Officio. The ex-officio shall be the program coordinator to ensure that each program provides for the membership shall be of the highest quality and consistent with the established purposes and goals of this association; work on the legislative update; assist the president; chair the nominating committee, and be responsible for relaying any information to past Presidents. The ex-officio shall give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Executive Board.
7.01. To the maximum extent permitted or provided by the Article 1396-2.22A of the Texas Non-Profit Association Act, as it now exists or as it may be amended in the future, the Association shall indemnify and advance expenses to persons who are directors, officers, employees, agents or other persons so identified in Article 1396-2.22A, for amounts such persons pay directly. The Association shall not indemnify or advance expenses to such persons for any amount paid by a third party pursuant to a plan or contract for insurance.
8.01. Contracts. The contracts entered by CEAT shall be signed by the President with approval by the Executive Board.
8.02. Deposits. All funds of the Association shall be deposited to the credit of C.E.A.T. in banks, trust companies, or other depositories that the Executive Board selects.
8.03. Vouchers. All approved claims owed for payment by C.E.A.T. shall be submitted to the Treasurer in the form of a written and signed statement. The Executive Board shall verify all expenditures from C.E.A.T. funds. The Treasurer and/or President must sign all checks. The establishing of the C.E.A.T. bank account shall be the responsibility of the Executive Board and the account shall be placed in a financial institution that provides branch banking within the State of Texas.
8.04. Gifts. The Executive Board may accept on behalf of C.E.A.T. any grant, contribution, gift, bequest, or devise for the general purpose or for any special purpose of C.E.A.T. The Executive Board may make gifts and give scholarships and charitable contributions that are not prohibited by the bylaws, the Articles of Incorporation, state law, or any requirement for maintaining C.E.A.T. federal and state tax status.
8.05. Potential Conflicts of Interest. C.E.A.T. shall not make any loan to an Executive Board and Board of Directors of the Association. An Executive Board, Board of Director or committee member of C.E.A.T. may not lend money to and otherwise transact business with C.E.A.T., except as otherwise provided by the bylaws, Articles of Incorporation and all applicable laws. Such a person transacting business with C.E.A.T. has the same rights and obligations relating to those matters as other persons transacting business with the Association. C.E.A.T. shall not borrow money from or otherwise transact business with a member, director or officer of C.E.A.T. without full disclosure of all relevant facts and without the approval of the Executive Board, not including the vote of any person having a personal interest in the transaction.
8.06. Prohibited Acts. As long as C.E.A.T. is in existence, and except with prior approval of the Executive Board, no Director, officer, or member shall:
(a) Do any act in violation of the bylaws or a binding obligation of C.E.A.T.
(b) Do any act with the intention of harming C.E.A.T.
(c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of C.E.A.T.
(d) Receive an improper personal benefit from the operations of C.E.A.T.
(e) Use the assets of C.E.A.T., directly or indirectly, for any purpose other than carrying on the business of C.E.A.T.
(f) Wrongfully transfer or dispose of C.E.A.T. property, including intangible property such as good will.
(g) Use the name of C.E.A.T. (or any substantially similar name) or any trademark or trade name adopted by C.E.A.T., except on behalf of C.E.A.T. in the ordinary course of the C.E.A.T. business.
(h) Disclose any of C.E.A.T. business practices, trade secrets or any other information not generally known to the business community to any person not authorized to receive it.
9.01. Required Books and Records. C.E.A.T. shall keep correct and complete books and records of account. C.E.A.T. books and records shall, to the extent available, include:
(a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to C.E.A.T., including, but not limited to, the Articles of Incorporation, any articles of consolidation, statement of change of registered office or registered agent, articles of amendment and restated articles.
(b) A copy of the bylaws, and any amended versions or amendments to the bylaws.
(c) Minutes of the proceedings of the Executive Board or committee meetings.
(d) A list of names and addresses of the members, Executive Board, and Board of Directors.
(e) A financial statement showing the assets, liabilities, and net worth of C.E.A.T. at the end of each fiscal year.
(f) A financial statement showing the income and expenses of C.E.A.T. for each fiscal year.
(g) All rulings, letters, and other documents relating to C.E.A.T. federal, state, and local tax status.
(h) C.E.A.T. federal, state and local information or income tax returns for each C.E.A.T. years of existence.
9.02. Inspection and Copying. Any Executive Board, Board of Directors of C.E.A.T. may inspect and receive copies of all books and records of C.E.A.T. required to be kept by the bylaws. Such a person may inspect or receive copies if a person has a proper purpose related to the person’s interest in C.E.A.T. and if the person submits a request in writing. A person entitled to inspect C.E.A.T. books and records may do so at a reasonable time no later than seven (7) working days after C.E.A.T. receipt of a proper written request.
10.01. The fiscal year of C.E.A.T. shall begin October 1 to September 30 of each calendar year.
11.01. Notice by Mail. Any notice required or permitted by the bylaws to be given to a member, Executive Board or Board of Directors, of C.E.A.T. may be given by mail, facsimile or electronic mail. If mailed, a notice shall be deemed delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of C.E.A.T., with postage prepaid. A person may change his or her address by giving written notice to the Secretary of C.E.A.T.
11.02. Signed Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or the bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
11.03. Waiver of Notice by Attendance. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
12.01. Notice. The Executive Board shall give a 30 day notice when the bylaws may be altered, amended, or repealed, and new bylaws may be adopted at any time, with a 30 day notice, by act of the Executive Board.
12.02. Adoption. Any proposed amendment shall require a 2/3 majority vote of the eligible membership for adoption of returned ballots. The vote shall be by secret ballot. Upon approval by 2/3 of eligible member voting they shall take effect immediately.
13.01. Legal Authorities Governing Construction of Bylaws. The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authorities shall refer to the authorities cited, or their successors, as they may be amended from time to time.
13.02. Legal Construction. If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.
13.03. Parties Bound. The bylaws shall be binding upon and inure to the benefit of the members, Executive Board, Board of Directors, and agents of C.E.A.T. and their respective executors, administrators, legal representatives, successors, and assigns, except as otherwise provided in the bylaws.
These bylaws may be amended at any regular meeting of C.E.A.T. by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.
CODE OF ETHICS
I will uphold the constitutional property rights of all citizens to ensure due process with fairness and consistency.
I will exercise diligence, objectivity and honesty in executing all professional responsibilities.
I will carefully avoid conflicts of interest, or the appearance of impropriety, in the performance of my official duties.
I will continually strive for professional excellence through meetings, training, seminars and education.
I will promote and maintain partnerships with other departments, agencies and associations, both public and private, having similar values and objectives.
I will actively utilize and promote effective communications through advanced technology within my community and the Code Enforcement Association of Texas.
I will serve my community and the Code Enforcement Association of Texas with respect, dedication, concern, courtesy and responsiveness.
This Code of Ethics has been adopted to promote and maintain the highest level of personal and professional conduct within the association.