GFOAT Constitution and By-Laws

Approved April 19, 2016

Article I – Name

The name of this Association shall be the Government Finance Officers Association of Texas.

Article II – Purpose

The purpose of this Association shall be to promote the professional practice of government financial management including, but not limited to: accounting, budgeting, debt management, financial reporting, auditing, recruitment, treasury management, education, training, and other objectives of mutual interest to the members.

Article III – Membership

Active
Active membership may be held in the Association by any governmental official, whether elective or appointive, in a public jurisdiction of the Texas government, or subdivision thereof, provided the jurisdiction is eligible for membership in the Government Finance Officers Association of the United States and Canada.

Associate
Associate membership may be held in the Association by any other person not eligible for active membership, but who is interested in the principles and practice of governmental finance, and who subscribes to the purpose of the Association.

Retiree
A Retiree membership may be held in the Association by a person who was a member of GFOAT upon retiring from the profession and desires to maintain a relationship with the Association. A retiree membership will include recognition of the member in directories, the receipt of member communications and eligibility to serve on a committee. However, the Retiree member is not eligible to hold a GFOAT office or to Chair a committee.

Faculty/Student
A faculty or student membership may be held in the Association by a person who is actively engaged and associated with a college or university in a program related to governmental finance. A faculty member must be a full-time instructor or professor in the field. A student may be either a full-time student in a related field or a part-time student who is not employed in the industry. Part-time students who are already working in a related field of public finance would qualify for the active or associate membership.

Honorary
Upon recommendations by the Board of Directors, honorary membership may be bestowed by the active membership on any individual whose record of professional accomplishment in the public finance field make him/her an outstanding example for all finance officers, and whose contribution to the professional practice qualifies him/her for such recognition.

Article IV – Dues

Annual dues to finance the functions of the Association shall be as determined by the Board of Directors and presented to the membership at a meeting for approval for the following year and shall continue until changed at a subsequent meeting. Dues are to become payable October 1 of each year and may be paid in advance in full to the Treasurer or designated contractor. Any member may be suspended from the Association for delinquency in payment of dues after six months.

Article V – Officers

Elected Officers
The elected officers of the Association shall include: President, President-Elect, Secretary, Treasurer, and Five Area Representatives. Terms of office for the President and President-elect shall be one year. The terms of office for the remaining elected officers shall be two years. The terms of office will coincide with the fiscal year. Elected officers must hold an active membership in the Association and have been a member for a minimum of three years prior to nomination. No elected officer shall serve more than two consecutive terms in any one position.

Qualification of Elected Officer
A candidate for the office of President-elect must currently hold or have previously held an elected officer position in the Association for at least one full two year term. A candidate for the remaining offices must currently hold a position as member of a standing committee, as defined in Article VII: Committees or has served in the capacity of a regional officer.

The President-elect shall be elected every year and will advance the following year to the position of President.

The Secretary and three Area Representatives shall be elected every odd year. One Area Representative will be nominated from the membership of Regions 8 and 13 and will be known as the GFOAT North Representative. One Area Representative will be nominated from the membership of regions 7, 11, and 12 and will be known as the GFOAT South Representative. One Area Representative will be nominated from the membership of regions 2, 3, 4, 5 and 6 and will be known as the GFOAT West Representative.

The Treasurer and two Area Representatives shall be elected every even year. One Area Representative will be nominated from the membership of regions 9 and 10 and will be known as the Central Representative. One Area Representative will be nominated from the membership of regions 14, 15, 16. And will be known as the East Representative.

Election Procedures

Officer positions shall be filled by an election held at the Association’s annual spring meeting. In instances when a spring conference is not held or when specially called by the board, the membership will be presented with a slate of officers and will vote via internet or direct mail.

At least three months prior to the election, the President of the Association shall appoint a nominating committee of at least five active members and notice of the appointment of the committee and the members thereof shall be published in membership communication of the Association as soon after the appointment as practical. One of the members shall be the immediate past president who shall act as chair of the committee. The remaining four members shall include two individuals who have served as a member of the Board of Directors and two individuals selected from the active membership of the Association.

The President shall serve as Advisor to the committee. The nominating committee shall name one qualified member from the active membership body as nominee for each of the positions to be filled and shall then notify the President of the nominees.

The election of the president-elect and each of the positions to be filled shall be at the Association’s annual Spring meeting, or the internet or direct mail alternative when needed. The nominating committee chair shall present at the meeting a slate of candidates for the offices of president elect and positions to be filled. If not held at Spring meeting, the nominating committee chair shall present the slate of candidates to the general membership via the internet or direct mail in advance of the election deadline.

Additional nominations for the positions, except for the president-elect, may be made from the floor and voting shall be held for the positions. In the event of an internet or direct mail election, additional nominations can occur as write-in candidates and votes submitted on those candidates, providing they have filed with the executive director in accordance with established deadlines. The person receiving the largest number of votes cast for each position to be filled shall be declared elected. In case of tie vote, the office or position will be determined by lot. In the instance of electronic or direct mail voting, the vote will be tallied and ratified by the board at its next meeting or via phone or email conference.

Vacancy Among Elected Officers
Should an elected officer other than President or President-elect resign their position or become inactive before their term of office is completed, the position will be filled by an individual eligible to serve as an officer by the next scheduled election, and will be appointed by a majority vote of the Board of Directors of the Association, to serve the unexpired term.

If the vacancy is for the position of President, the President-elect shall immediately succeed to the position of President and will serve as President for the remainder of their President-elect term as well as their normal President term and the position of President-elect shall remain vacant until the next regular election. If the vacancy is the President-elect, the offices of the President and President-elect will be filled at the next regular election.

Should both President and President-elect become vacant, the past President will serve as President until the next regular election.

Change in Membership Status Among Elected Officers
Should an elected officer have a change in membership status which makes them ineligible to serve in an officer position, said officer shall have a grace period of ninety (90) days to re-obtain active membership status. If said officer fails to reestablish active membership status during the grace period, they shall be considered to have resigned their elected position and the section titled “Vacancy Among Elected Officers” shall apply. During the grace period, duties of the officer shall be performed by an individual appointed by a majority vote of the Board of Directors of the Association.

Duties of Officers
The Secretary shall maintain minutes of all meetings and a current listing of members. The Treasurer shall maintain the financial records of the Association and make an annual report to the membership. If the functions of Secretary or Treasurer are performed by a contractor, the Secretary or Treasurer shall be responsible for oversight of the contractor. Duties of all other officers shall be determined by the President and outlined in a written form as administrative guidelines.

Appointed Officers
The appointed officers of the Association shall include: the Texas Municipal League (TML) Board Representative, the Texas Municipal Retirement System (TMRS) Advisory Board representative, and Texas State Representative to the Government Finance Officers Association (National Representative).

Qualifications of Appointed Officers
The positions of TML Board Representative, TMRS Advisory Board Representative, and National Representative shall be appointed by a majority vote of the Board of Directors of the Association, upon recommendation by the President. Only active members employed by TML associated jurisdictions shall be considered for TML Board Representative. The term of the appointment shall be two years.

Vacancy Among Appointed Officers
Vacancies among appointed officers shall be filled by the same procedures used in their appointment. The TML Board Representative will be appointed in every odd year, and shall take office at the end of the TML Annual Conference. The National Representative will be appointed in every even year.

Change in Membership Status Among Appointed Officers
Should the National Representative or the TMRS Representative have a change in membership status which makes them ineligible to serve in an officer position, said officer shall have a grace period of ninety (90) days to re-obtain active membership status. If said officer fails to reestablish active membership status during the grace period, they shall be considered to have resigned their appointed position and the section titled “Vacancy Among Appointed Officers:” shall apply. During the grace period, duties of the officer shall be performed by an individual selected by the President.

Regional officers
There may be at least one Regional officer for each of the regions designated by the Texas Municipal League. Each Regional officer will be selected by the members in that area. If lack of membership participation or geographic diversification within a region results in a region not having an officer, the Regional officer position for that region shall remain vacant until such time that conditions warrant the role of Regional officer. During any time span that a Regional officer position is vacant, members in that region can rely on their Board Area Representative for distribution of pertinent information. It is the responsibility of the officers in each region to grow the membership and encourage and promote professional development.

Executive Director
The Board of Directors may appoint an Executive Director to assist the Board and Committees in the administrative, fiscal and leadership business of the Association. This position can either be an employee of the Association or be appointed in a contractual arrangement with the terms and compensation to be determined by the Board. The duties of the Executive Director can be defined by the Board; however, the constitutional duties of the Board remain with the Board, and the Executive Director shall have powers only to the extent the Board has provided. The Board can terminate the function and duties of the Executive Director at any time and any contractual or employee agreement shall not bind the Board for more than thirty (30) days after the Board has voted to end the role of the Executive Director. The detailed roles and responsibilities of the Executive Director for board support, committee support or other administrative functions will be governed in written form through an executed contract and through detailed written administrative guidelines that may be changed by the Board and the Executive Director throughout the year.

Article VI – Board of Directors

There shall be a Board of Directors of the Association consisting of all elected officers and the Immediate Past President. A quorum shall consist of a majority of those members. The TML Board Representative, the National Representative, and the TMRS Representative shall serve as an ex officio and non-voting member of the Board of Directors.

It shall be the duty of the Board of Directors to transact the business of the Association, including arrangement of all meetings, as to time, place, and program. However, the Board of Directors may delegate their authority. The Board of Directors shall be responsible for reviewing the goals and objectives of each committee to ensure that they are in line with the general mission of the Association.

It is the intent of the organization that the Board of Directors shall make plans and actively promote educational activities for the membership, provide training opportunities, and, through the development of appropriate recognition programs, promote the professional development and education of the members.

Article VII – Committees

Standing Committees
The Association shall maintain eight standing committees for addressing various issues affecting the Association and making recommendations to the Board of Directors and the general membership. The standing committees are as follows:

  • CGFO Committee
  • Scholarship, Fellowship, and Foundation Committee
  • Legislative Committee
  • Membership Committee
  • Ethics Committee
  • Conference Planning Committee
  • Communications Committee
  • Financial Reporting and Regulatory Response Committee

Each committee shall be chaired by one or more active members who shall be appointed by the President for a term of one year. Committee chairpersons may serve successive terms when confirmed by the President. Chairpersons shall be responsible for the development of the goals, objectives, work plan, and budget of their respective committees. Chairpersons shall be responsible for selecting the members of their respective committees and determining the committee’s size.

Ad Hoc Committees
Nothing in this section is intended to prohibit the President from establishing ad hoc committees.

Article VIII – Meetings

The Association shall hold at least one official meeting of the general membership each year as determined by the Board of Directors. In addition, the Association may hold such other meetings, including regional meetings during the year, as the President shall call, for the purpose of training or other business of the Association requiring official action of the membership. Special meetings of the Board of Directors may be called by the President for transacting official business on not less than ten (10) days notice to each of the Board members. At special meetings, only those matters specified in the call may be considered. Any and all directors may participate in a meeting of the Board of Directors by means of a conference telephone call or other means of communication by which all directors participating are able to hear each other at the same time. A written record shall be made of all actions taken. Reasonable expenses incurred by members of the Board of Directors and appointed officers while conducting official business of the Association will be reimbursed by the Association. The Board of Directors is responsible for defining rules and procedures for reimbursement of expenses, which will be outlined in written form in administrative guidelines.

Electronic voting of the board throughout the year will be allowed to provide more expeditious management of association affairs. The Executive Director and Secretary will track those events and responses and present to the Board for ratification at the next appropriate meeting so that the action can be entered into official minutes of the association.

Article IX – Budget

The Budget for the Association shall be adopted by the Board of Directors no later than the last day of each fiscal year. The fiscal year begins July I and concludes June 30 of the following year.

Ad hoc budget amendments may be allowed throughout the year under the amounts and authorization procedures established in written administrative guidelines.

Article X – Amendments

This Constitution and Bylaws may be amended at any regular or special membership meeting of the Association by a two-thirds vote of the active membership present provided that written notice that proposed amendments will be considered has been sent to all active members at least thirty (30) days before the meeting. The Constitution and Bylaws may also be changed by mail ballot or electronic voting, provided that such ballot shall be mailed to all active members and they be allowed thirty (30) days to respond by mail. When amendments to the constitution and by-laws have been approved by the membership, they will be submitted to the Texas Municipal League for ratification.

Article XI – Nonprofit

The Association shall be a nonprofit organization, and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual or member or organization to engage in an activity ordinarily carried on for profit.

All Rights Reserved