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ByLaws
 

 

 
  ARTICLE I – NAME  
     
  The name of the corporation is State Use Programs Association, Inc.  
 

 

ARTICLE II – PURPOSE, GOALS AND POWERS

Section 1. Purpose

         The purpose of the State Use Programs Association, Inc., a Texas nonprofit corporation (hereinafter the “Association”), is to provide support to State Use Program management, to promote growth of State Use Programs nationwide, and to promote the common interests of its members.

Section 2. Goals

(A)    The Association will promote vocational employment opportunities for people with disabilities through State Use Programs.

(B)    The Association will provide for periodic meetings for its members for the purpose of sharing and exchanging information, ideas, problems, and solutions in areas of mutual concern to members.

(C)    The Association shall establish and maintain ongoing communications between its members, its leadership, all related public and voluntary agencies, organizations, and the general public in order to insure the regular exchange of essential information and improvement of personnel, programs, and facilities that serve persons with disabilities.

(D)    The Association will establish and maintain educational training services for the benefit of its members and the facilities and programs they operate.

(E)    The Association will develop legislative and regulatory positions that provide a system of information service and overall legislative direction to its members, local and state government, legislators, and administrators to provide a positive governmental environment for the member facilities.

(F)    The Association will protect and promote preferred source purchasing legislation for persons with disabilities and the current organizations designated to implement this legislation.

Section 3. Powers

The Association may, at the discretion of the Board of Directors:

(A)    Solicit funding for activities to be operated under the direction of the Board of Directors of the Association when such projects are for the general welfare of the Association, through will, bequest, grant or gift, or trust or absolutely, for restricted or non-restricted purposes.

(B)    Invest and reinvest any monies coming into its hands in any type of property, real, personal or mixed, as it shall determine in good faith and be advisable; and, without limiting the generality of the foregoing, to acquire by purchase, lease, contract or otherwise, any type of property, real, personal or mixed.

(C)    Own, hold, sell, convey, lease and otherwise manage, operate, or dispose of all or any part of its assets on any lawful terms and conditions without liability for any losses which may result from acts done in good faith.

(D)    Be subject to any limitations contained in the instrument by which any asset was acquired, to spend all or part of its income and capital assets as shall be determined by it in the furtherance of the purposes herein set out and at any time or times.

(E)    Borrow money, execute notes and debentures, and other instruments evidencing obligations for the payment of monies; to execute mortgages and pledges; to enter into any type of contracts, agreements, or guarantees relative to items of real or personal property owned by it or in which it may have a contractual interest; and to do all other things incidental to such borrowings, mortgages, pledges and guarantees as may appear advisable to this Association and which are permitted to nonprofit corporations by law.

(F)    All other things and exercise all other powers which a nonprofit, charitable, educational, and scientific corporation such as this is not prohibited by general law from doing or exercising in carrying out the stated purposes of the Association; and provided further that this Association may not exercise any power, express or implied, which would disqualify it from tax-exempt status under Section 501 of the Internal Revenue Code of the United States, and related statutes and regulations, as are in force at the time of the adoption hereof or as amended after the adoption hereof.

ARTICLE III – MEMBERSHIP

Section 1. Membership

Membership shall be open to any State Use Program Management Organization.

Section 2. Classes

There shall be two classes of membership:

Corporate Member – The State Use organization officially recognized, designated or responsible for the day-to-day management of the State Use Program in a particular state.  In any state where there is not a designated central nonprofit agency (CNA), a community rehabilitation program or agency participating in the State Use Program may represent that state as a Corporate Member.  All charter and founding members of the Association shall retain their status as a Corporate Member in perpetuity; and

Associate Member – Organizations, companies, and/or businesses, or individuals  interested in promoting State Use Programs, employment of people with disabilities, and/or interested in doing business with SUPRA, SUPRA members, or affiliated community rehabilitation programs.

Each Corporate Member shall have one delegate to represent it at the Association’s annual general meeting or any other Association meeting.  The delegate shall be the chief executive officer of the corporate entity or his/her designee authorized in writing.  Such persons shall be eligible to:

(A)    Hold office, serve as a member of the Board of Directors or officers of the Association, and/or as Chair/Member of any committee.

(B)    Vote in the election of Directors and Officers and on any matter of business coming before the membership at the annual general meeting or any other meeting of the Association.

Associate Members shall have no voting rights with respect to the affairs of the Association at any meeting of the Association.

Section 3. Membership Dues

Dues for corporate membership shall be first recommended by the Board of Director shall become effective when approved by two-thirds (2/3) of the qualified voting members present at any duly called meeting of the membership.

The Board of Directors may authorize various levels of membership dues for the Associate Members.

Any member who has not paid their Annual Dues or has not made arrangements to pay will be considered not in good standing as per the criteria established by the Board of Directors.

Section 4. Fiscal and Membership Year

The Association’s membership year shall coincide with the calendar year.

ARTICLE IV – MEETINGS

Section 1. Annual Membership and Other Meetings

There shall be held at least one (1) annual membership meeting each calendar year.  The time and place of the meeting shall be designated by the Board of Directors, notices of which shall be sent to the members at least 30 days prior to the date so fixed.

Section 2. Special Meetings

Special meetings of the Association may be called upon the request of the Chair or a majority of Members.

Section 3. Quorum

At any membership meeting, those Corporate Members present shall constitute a quorum, provided at least one-third of the Corporate Members are present and eligible to vote.

Section 4. Authority to Ballot by Mail or by Telephone or Electronic Means

When matters of business require the action of the Corporate Membership and time is not advisable or feasible, specific items may be decided by a mail or electronic facsimile ballot and resolution of the Corporate Membership, provided such action is authorized by the Board of Directors.  The method of mail balloting for those authorized to vote (as provided by these Bylaws) shall be prescribed by the Board of Directors.  There shall be provision for use of mail ballots in the annual election of directors and officers.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Composition and Terms

The members of the Board of Directors shall be chosen from Corporate Members.  The number of Directors may be increased or decreased form time to time by vote of a majority of Directors, but in no case shall there be fewer than four Directors.  At each annual membership meeting the Directors shall elect a Chair and Vice Chair.

The President/Director whose term as President has expired at an annual meeting shall serve on the Board of Directors as immediate past President, without a separate election, for no more than two years, or until that Director is succeeded by the next immediate past President.

The Chair shall conduct all meetings and, in his/her absence, the Vice Chair shall conduct meetings and shall:

1.      Call all meetings of the membership or Board of Directors.

2.      Preside over meetings of the membership or Board of Directors.

3.      Appoint, with the approval of the Board of Directors, the chairpersons of all standing committees.
4.      Serve as ex-officio member of all committees except the Nominating Committee.

Terms of Directors

Directors shall be elected or re-elected at the annual membership meeting of the Association for two-year terms which shall expire at the annual meeting in successive years, respectively.  The Chair whose term as Chair and as Director is expiring may be elected to a one or two-year term as a Director, expiring at the annual meeting.

Section 2. Meetings

The Board of Directors shall meet at such times and places as may be determined by the Chair.  A meeting may be also called by a majority of the Directors on two weeks notice, unless waived by a quorum calling and conducting such meeting.

Section 3. Quorum

A majority of the then-elected Board of Directors shall constitute a quorum, provided that the Chair or Vice Chair chairs the meeting.  The Board of Directors may, however, formally conduct its business by telephone conference call, or other electronic means, or by a written resolution/consent circulated to all Directors.  An action so taken on resolution adopted by telephone conference or written consent, which has been subsequently unanimously ratified in writing by all Directors, shall be binding and effective as if a meeting had been formally convened.

Section 4. Powers of the Board of Directors

The Board of Directors shall have all corporate powers to conduct and to control the affairs of the Association subject to the limitations established by the Articles of Incorporation, these Bylaws, and the actions of the membership.  Its duties shall include, but not be limited to the following:

(A)    Designation of person or persons to sign and countersign all checks, drafts, and orders for the payment of money, or obligate the Association by signing of notes, orders, or promises to pay.  The Board of Directors will arrange for the necessary bonding of all persons who are required to handle funds.

(B)    Designation of banks at which Association funds shall be deposited and authorize the opening of bank accounts.

(C)    Receive, use, hold and invest any funds, gifts, bequests, or endowments of the Association and use the same or the proceeds thereof for the Association or for any of its activities set forth in its purposes.
(D)    Employ an Executive Director or other employees, describe that person’s duties, and fix salary.

(E)    Enter into contracts and obligations to promote the purposes of the Association.

(F)    The Board of Directors may adopt such resolutions, policies, rules, or regulations as may be necessary to carry out its responsibilities and effectively administer the affairs of the Association.

Section 5. Vacancies

Any vacancy on the Board of Directors shall be filled for the unexpired portion of the term of such Director by a vote of the Board of Directors at a meeting.

Section 6. Ex-Officio Directors

At the annual membership meeting, a former President/Chair of the Association may be elected Director Ex-Officio for an eight-year term, or to additional term(s) as such.  An Ex-Officio Director shall be entitled to notice of and attendance at all meetings of the Directors, but shall not be counted for purposes of determining a quorum and shall have no voting power or any other authority granted to a Director or Officer.

ARTICLE VI – OFFICERS

Section 1. Election of Officers

Officers shall be elected by the Corporate Members at the annual membership meeting preceding the annual meeting and shall take office at the annual meeting.  All officers shall serve a one year term of office and shall not serve more than two successive terms.  Any eligible person may serve concurrently as a member of the Board of Directors or its Chair or Vice Chair, and also as an officer of the corporation.

Section 2. Duties of Officers

Officers of the corporation shall have duties pertaining to their positions and shall include the following specific duties assigned to each office:

(A)    President of the Corporation

         The President shall be the principal executive officer of the corporation and his/her duties may be concurrent with the duties of the Chair of the Board of Directors.
(B)    Vice President of the Corporation

         The Vice President will assist the President in the discharge of his/her duties and will preside at meetings of the Association or of the Board of Directors in the absence of the President.  In cases of inability from any cause of the President to act, the Vice President will perform the duties of the office of the President.  The Vice President’s duties may be concurrent with the Vice Chair of the Board of Directors.

(C)    Secretary of the Corporation

         The Secretary shall be responsible for preparation and distribution of the minutes of all meetings of the membership and the Board of Directors.  The Secretary shall also maintain a current list of the members of the Association and shall, under the direction of the President, issue notices of meetings of the Association, and of the Board of Directors, and shall perform such other duties as may be required by these Bylaws or assigned by the Board of Directors or President.

(D)    Treasurer of the Corporation

         The Treasurer shall review the books and records of financial transactions of the Association.  The Treasurer shall determine that accurate and adequate accounts of the property and business transactions of the Association are kept, including accounts of its assets, its liabilities, receipts, disbursements, gains and losses.  The Treasurer shall prepare and maintain the annual report of the financial status of the Association prepared for presentation to the membership at the annual meeting and such other reports regarding financial plans and results of operations.  The Treasurer may serve as chairman of a Finance Committee and will perform such other duties as the Board of Directors may from time to time designate.

ARTICLE VII

Section 1. Compensation

No salary shall ever be paid to any person by virtue of his/her status as a Director of the Association.  Notwithstanding the foregoing, officers and employees of the Association who may also serve on the Board of Directors shall not be prohibited form receiving reasonable compensation, or salary or reimbursement for their actual services to the Association unrelated to their Directorship, as the Board from time to time may determine.

Section 2. Interest of Directors

Any contract or other transaction between the Association and one or more of its Directors, or between the Association and any firm of which one or more of its Directors is an officer, Director or employee, or in which he is interested, or between the Association and any corporation or association of which one or more of its Directors is a shareholder, member, director, officer, or employee, or in which he is interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors, Executive Committee or other committee of the Association, which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors, Executive Committee. or other committee, as the case may be, and such body may nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present at the meeting of the Board of Directors or a majority of the members of the Executive Committee, or other committee, as the case may be.  Such interested Director or Directors shall be counted in determining whether any necessary quorum is present, but shall not be counted in calculating the majority necessary to carry such vote and may not vote.  This section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.  No part of the net earnings of the Association shall inure to the benefit of any Director or any officer of the Association, or any private individual, and no such person shall be entitled to the distribution of any corporate assets on dissolution of the Association.

Section 3. Indemnification

To the extent permitted by the Texas Nonprofit Corporation act and other law, the Association may indemnify a Director, employee or officer who has been or is made a party to a legal proceeding because such person is or was a Director or officer, if it is determined by the Board of Directors that the person conducted himself/herself in good faith, reasonably believed his/her conduct was in the Association’s best interest or was not opposed to the Association’s best interest, and in the case of criminal proceeding had no reasonable cause to believe his/her conduct was unlawful.

ARTICLE VIII – COMMITTEES

Section 1.

The Chair shall appoint the chair of committees:

The standing committees shall be the Nominating Committee and the Finance and Audit Committee.

Section 2. Terms of Committee Chairpersons

The chairpersons of committees shall serve until the next election of officers following their appointment or until their successors are named.  The Chair may at any time remove a committee chairperson.


Section 3. Nominating Committee

The Board of Directors will appoint a Nominating Committee of five (5) Corporate Members of who not more than three (3) may be members of the Board of Directors.  The Nominating Committee will present sixty (60) days prior to the annual membership meeting the names of qualified individuals who are recommended for election to director or officer positions that are then vacant or will be vacant at least one (1) person for each position to be filled, having due regard for regional and professional distribution.  Members may nominate others by submitting the names of nominees in writing to the Secretary at least thirty (30) days prior to election.  These nominations must be signed by representatives of five (5) member agencies who shall have determined the availability of the nominee to serve if elected.  The Secretary shall circulate any additional nominees to the membership at least fifteen (15) days prior to the annual membership meeting.

Section 4. Finance and Audit Committee

The Finance and Audit Committee shall be composed of the Treasurer, who shall serve as Chairman, and two (2) other Directors appointed by the Chairman of the Board.  The Chairman of the Board and the President/Chief Executive Officer shall be ex-officio voting members of the Committee.  The Finance and Audit Committee shall be responsible to the Board of Directors for oversight and recommendations concerning the fiscal functions of the Corporation, including revenues, expenditures, investments, audits, internal controls, financial reporting, budgeting and related matters.

Section 5. Duties of Committees

The Board of Directors is responsible for defining in writing the duties of other standing committees.  Such definitions shall be available to membership upon request and will be reviewed and reaffirmed or revised at least two (2) years following establishment of committees.

ARTICLE IX – RULES OF ORDER

Robert’s Rules of Order, Revised governs all meetings of the Association when not in conflict with these Bylaws or rules adopted by the membership or the Board of Directors.

ARTICLE X – AMENDMENTS

Section 1.

Any article or section of these Bylaws may be amended by two-thirds (2/3) of the Corporate Members in good standing provided that written notice of the proposed amendment has been given at least 30 days prior to the meeting.

Section 2.

Submission to the Board of Directors of a proposed amendment to the Articles and Bylaws signed by not less than one-half (1/2) of the then-elected Directors of the Association shall require action by the Association at its next meeting, provided that such an amendment is presented to the Board of Directors at least one (1) month in advance of such a meeting.

ARTICLE XI – SPECIAL PROVISIONS

Section 1. Activities

Notwithstanding any other provision of these articles, the Association is organized as specified in Section 501(c)(6) of the Internal Revenue Code of 1954, as amended, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 or regulations thereunder, or as amended.

Section 2. Nondiscrimination and Affirmative Action

The Association shall provide equal employment opportunity to all people without regard to race, color, creed, sex, age, disability, or national origin and promote the full realization of that policy through a positive continuing program of Affirmative Action.  The Board of Directors shall have the responsibility for monitoring compliance with the program and policy.

 

 

 

Adopted March 5, 1998,
by the Board of Directors
Article V, Section 1, amended June 21, 1999
Article V, Section 1, amended December 1, 1999
Article III, Section 2 and Section 3, amended December 6, 2000
Article III, Section 2, amended December 4, 2002
Article V, Added Section 6, December 2, 2002
Article III, Section 2, amended June 15, 2006