Article I: Name

1.1 The name of the association shall be the Texas Air Conditioning Contractors Association – Greater San Antonio.

1.2 The association shall do business as (dba) TACCA - Greater San Antonio.

1.3 TACCA – Greater San Antonio shall be affiliated with Texas Air Conditioning Contractors Association (TACCA)

Article II: Location

2.1 The location of the principal office of TACCA - Greater San Antonio shall be in the metropolitan area of San Antonio, Texas.

Article III: Mission and Objectives

3.1 The business mission and objectives of TACCA - GREATER SAN ANTONIO shall be as follows:

3.1.1 To assist and enable TACCA - GREATER SAN ANTONIO members to acquire, serve and satisfy their customers;
3.1.2 By providing the highest quality technical and management information and services;
3.1.3 By promoting good business ethics and sound business practices;
3.1.4 By being the standard of excellence by which others are measured;
3.1.5 By influencing public policy to improve the business climate;
3.1.6 By enhancing the image of contractor professionalism to government, industry, and the public;
3.1.7 By maintaining and expanding TACCA - GREATER SAN ANTONIO’s membership base and sphere of influence;
3.1.8 By providing the preeminent business to business forum for air conditioning contractors.

Article IV: Restrictions

4.1 TACCA - GREATER SAN ANTONIO will not at any time take any action which shall violate in spirit or substance the provisions of the common law or of any present or future statute, Federal or State, dealing with monopolies, restraint of trade, fixing of prices, distribution of products of the industry, restrictions of output, or other related subjects.

4.2 The TACCA - GREATER SAN ANTONIO Anti-Trust Compliance document shall govern our restricted actions.

Article V: Membership

5.1 Contractor Membership in TACCA - GREATER SAN ANTONIO is open to any person, firm or corporation engaged principally in the heating, ventilation, air conditioning and/or refrigeration business as a dealer-contractor and is properly licensed and insured to perform such work by the appropriate government entities. Membership dues for TACCA - GREATER SAN ANTONIO includes membership for TACCA.

5.2 Associate Membership in TACCA - GREATER SAN ANTONIO is open to persons, firms or corporations engaged in manufacturing, wholesaling, jobbing and/or selling allied products or equipment, fuels, energies and/or other services provided to the industry.

5.3 It is declared that membership in TACCA - GREATER SAN ANTONIO is a privilege and not an irrevocable right and that the condition for revocation shall be hereinafter provided for.

5.4 Application for membership in ACCA - San Antonio must be in writing on an ACCA - San Antonio Membership Application. The application shall be accompanied by payment of the appropriate membership dues.

5.5 Application for membership in TACCA - GREATER SAN ANTONIO must be in writing on a TACCA - GREATER SAN ANTONIO Membership Application. The application shall be accompanied by payment of the appropriate membership dues.

5.6 All TACCA - GREATER SAN ANTONIO members shall be entitled to one vote per company at General Membership meetings.

5.7 All regularly scheduled Board of Directors meetings are open to all TACCA - GREATER SAN ANTONIO members.

5.8 Any TACCA - GREATER SAN ANTONIO member who has qualified for membership at the beginning of their membership year and has fully paid TACCA - GREATER SAN ANTONIO dues for the current year, may continue to hold membership for the remainder of their membership year, even though said member has ceased its air conditioning business to otherwise qualify for membership. This rule shall also apply to each member serving on the Board of Directors.

5.9 Any TACCA - GREATER SAN ANTONIO member who has had at least ten (10) years experience in the air conditioning business, and who retires from such business, may continue to be a dues paying TACCA - GREATER SAN ANTONIO member.

Article VI: Finance

6.1 Membership dues shall be established by the Board of Directors.

6.2 Special assessments, which may be necessary from time to time, shall be determined by the Board of Directors.

6.3 The Executive Director shall be responsible for preparing and filing all financial reports, forms and payments on a timely basis to the proper governmental agencies.

Article VII: Termination of Membership

7.1 Membership may be terminated by resignation, by failure to pay financial obligations as required by the Bylaws or by expulsion from the organization for specific reason(s).

7.2 Voluntary resignation shall be made in writing to the Executive Director and shall become effective when accepted by a majority vote of the Board of Directors. Resignation does not excuse indebtedness to TACCA - GREATER SAN ANTONIO for any outstanding financial obligations.

7.3 Involuntary loss of membership may result from the following and in the manner provided:

7.3.1 Failure to Pay Yearly Dues or Other Financial Obligations:
The Executive Director shall notify each member in arrears by written notice. If, within 30 days after mailing said notice to the address furnished the organization by said member via US First Class mail postage prepaid, the member fails to pay the appropriate dues or other financial obligations, the member shall be considered to be in violation of this Article, and thus, subject to loss of membership by a majority vote of the Board of Directors.
7.3.2 Unethical Business Practices:
In the event any member shall conduct business and/or advertising thereof, in a manner which is unethical or illegal, or advertising in a false or misleading manner, or in contravention of the purposes of the association, the Executive Director as instructed by the Board of Directors, shall notify the member as to the concerns of the Board of Directors. In the event the member does not respond to the notification within 10 days, the Board of Directors may divest such member from membership. Notice thereof shall be via US First Class mail postage prepaid, as specified in the Article VII, paragraph 7.3.1.
7.3.3 Should any member receive notification that membership is being considered for expulsion for any reason, the member may, within 10 days from the date of said notice, inform the Executive Director of intent to come before the Board of Directors for the purpose of defending said actions. The Board of Directors shall, within 15 days, give such member a hearing, at which time the member shall be given ample opportunity to defend actions prior to the Board of Directors making a decision. In any event, the decision of the Board of Directors is final.
7.3.4 Expulsion of a member from TACCA - GREATER SAN ANTONIO will be reported to TACCA - Texas.

Article VIII: Meetings

8.1 The Annual General Membership Meeting shall be held during the regular December General Membership Meeting each year. The Executive Director shall mail to every member in good standing, to the address as it appears on the membership roll, a notice of the time and place of such Annual General Membership Meeting.

8.2 The Board of Directors for the ensuing year shall be elected and/or installed during the December Annual General Membership Meeting.

8.3 Regular meetings of TACCA - GREATER SAN ANTONIO shall be held at such times and places as determined by the Executive Director and approved by the Board of Directors.

8.4 Members present for the regular meeting shall constitute the voting quorum at a General Membership Meeting, and shall vote on the conduct of TACCA - GREATER SAN ANTONIO business.

8.5 The President shall call a Special General Membership Meeting upon written request of any three (3) members of the Board of Directors or upon written request of 40% of the general membership entitled to vote.

8.6 All TACCA - GREATER SAN ANTONIO meetings shall be conducted in accordance with Roberts Rules of Order, except when they conflict with these Bylaws these Bylaws will control.

Article IX: Officers and Members of the Board of Directors

9.1 The Board of Directors, duly elected by the membership at a General Membership Meeting on a date to be set by the President, and prior to the first of the year, shall consist of ten (10) members, with at least five (5) being Contractor Members.

9.2 The Board of Directors shall elect the following officers: President, Vice President and Treasurer from within the members of the Board of Directors. President and Vice President must be contractor members, and Treasurer can be either a Contractor Member or Associate Member. All officers must be members in good standing.

9.2.1 Under normal circumstances, the outgoing Vice President should be willing to serve as President, if so elected.

9.3 All directors and officers shall serve a term of two years, beginning the first day of the New Year and terminating the last day of the 2nd year. Board terms shall be staggered such that only 50% of the board member’s terms expire each calendar year.

9.3.1 All members of the Board of Directors shall read, sign and abide by the Board of Directors Code of Ethics.

9.4 All Officers and Directors must be current in their dues and other financial obligations to the association. A Director delinquent in dues or other financial obligations to the association shall be suspended from the Board of Directors until such time as the delinquency has been removed.

9.5 The President shall chair all General Membership, Executive Committee and Board of Directors meetings. In the absence of the President, the Vice President shall serve as Chair. In the absence of the President and Vice President, the Treasurer shall chair the meeting.

9.6 The President is accountable to the Board of Directors for all actions taken on behalf of TACCA - GREATER SAN ANTONIO and shall not commit the organization to any financial commitment without Board of Directors approval.

9.7 The President and Vice President shall be ex-officio members of all committees.

9.8 The Executive Director shall handle all funds of TACCA - GREATER SAN ANTONIO, prepare monthly financial statements, sign all checks drawn on TACCA - GREATER SAN ANTONIO funds, make all deposits, and keep records of all income and disbursements. Executive Committee member must be 2nd signature on all checks written from TACCA – GREATER SAN ANTONIO accounts. If the Executive Director is unavailable, the President, Vice President or Treasurer may perform these duties.

9.8.1 The Executive Director shall provide the Treasurer with all financial records of the association on a monthly basis, so that the Treasurer may verify all transactions and account balances, and report such to the Board of Directors.

9.8.2 The Executive Committee, consisting of the President, Vice President, Treasurer, and Executive Director shall meet at least quarterly to review the financial status of the association, and shall report to the Board of Directors its findings and recommendations.

9.9 The Board of Directors shall meet regularly preceding the General Membership Meeting. A simple majority of the currently elected members of the Board of Directors are required to be present at a Board of Directors Meeting to constitute a quorum, to conduct business of and for the association and for the meeting to be an official meeting of the Board of Directors.

9.10 The Executive Director is a non-voting members of the Board of Directors. The Executive Director’s compensation and duties shall be set by the Board of Directors. The Executive Director’s tenure of office shall be set by the Board of Directors. In effect, the President and Executive Director shall manage the affairs of TACCA - GREATER SAN ANTONIO and be directly responsible to the Board of Directors.

9.11 A vacancy in office shall be filled as set out below.

9.11.1 A vacancy in the position of President shall be filled by the Vice President.

9.11.2 If the Vice President does not assume the position of President, the Vice President shall be removed as Vice President. The Board of Directors shall call a special election at the next regular General Membership Meeting to bring the membership of the Board of Directors to ten (10) members.

9.11.3 A vacancy in Vice President or Treasurer shall be filled by the Board of Directors from among its members. If no member of the Board of Directors will fill an Officer vacancy, then the Board of Directors shall call a special election at the next regular General Membership meeting to fill the vacancy on the Board of Directors and the Officer position that is to be filled.

9.11.4 If no member of the Board of Directors will fill an Officer vacancy, then the Board of Directors shall call a special election at the next regular General Membership meeting to fill the vacancy on the Board of Directors and the Officer position that is to be filled.

9.11.4 Any vacancy on the Board of Directors may be filled by a special election, at a General Membership Meeting, the election having been called by the Board of Directors.

Article X: Committees

10.1 It shall be within the power and shall be the duty of the President of the organization to establish and create standing and special committees for such uses and purposes as the Board of Directors may deem advisable. Committees within the organization shall provide structure and professionalism for the association.

10.2 Among the standing committees shall be the following: Membership, Nominating, Program, Special Events and Education & Training. Additional committees or task teams may be established or abolished as necessary, by the President, to carry out the mission of the association. All Committees shall be chaired by members in good standing of the association.

10.2.1 Membership Committee:

Shall actively pursue qualified prospective members to submit their application for membership in the organization. To that end, the committee may request that the President prepare literature that will be helpful in recruiting new members. The committee shall investigate and report the qualifications for membership of any applicant to the Board of Directors. In so doing, the members of the board shall be bound by and shall keep in mind the Mission and Objectives and the TACCA - GREATER SAN ANTONIO Code of Ethics Statement and Requirements of all Members of this organization, and the qualifications for membership, as prescribed in these Bylaws. The Membership Committee is further empowered to make recommendations for termination of membership of any member to the members of this organization. The committee shall also investigate and report causes of any member’s voluntary resignation to the Board of Directors.

10.2.2 The Nominating Committee

Shall, upon the direction of the Chairman, or upon notice being given of a forthcoming election, prepare and submit to the membership, names of persons who they feel are specially qualified to serve on the Board of Directors. It is understood that the nominating function is advisory and does not preclude other active members of ACCA - San Antonio from making nominations to serve on the Board of Directors in addition to names furnished by this committee.

10.2.3 Program Committee:

Shall select and prepare suitable programs for regular meetings of TACCA - GREATER SAN ANTONIO, including the selection of program leaders, speakers and “Spotlight Suppliers”.

10.2.4 Special Events Committee:

shall assist the President and Executive Director in the planning and coordinating of TACCA - GREATER SAN ANTONIO special events.

10.2.5 Education & Training Committee:

Shall provide educational materials and information to membership that will enhance the knowledge of the membership in regards to the HVAC industry.

Article XI: Nominations and Elections

11.1 The Nominating Committee, shall consist of at least: the Committee Chair, a Contractor Member, the President, Vice President, and Executive Director. The Committee Chair with advice from the Board of Directors shall conduct nominating committee meetings.

11.2 The Committee shall select candidates for the Board of Directors from the eligible voting members and shall obtain confirmation that each candidate will stand for election.

11.3 At the November General Membership Meeting, the Committee Chair will present the names of the nominees to the general membership. Additional nominees may be made from the members present. Candidates nominated from the floor will have ten (10) days to accept the nomination. This will close the nomination process.

11.4 If there are no nominations from the floor, the slate of nominations as presented by the Nominating Committee shall be declared as being elected to the Board of Directors.

11.5 If there are nominations from the floor, and within the ten day time limit, those nominated have accepted the nomination, there will be an election at the December regularly scheduled Annual Business Meeting. If those nominated from the floor have not accepted the nomination, the slate of nominations presented by the nominating committee shall be declared as being elected to the Board of Directors.

Article XII: Indemnification

12.1 Each Director of the Association, elected or continuing to serve after the adoption of these Bylaws, and the Executive Director of the association, shall be indemnified and held harmless by the Association against all liabilities, costs and expenses reasonably incurred by him/her or on his/her behalf in connection with any civil action or proceeding to which he/she may be a party by reason of his/her being or having been a Director or Executive Director of the Association or by reason of any action alleged to have been taken or omitted by him/her in such capacity, except in relation to matters as to which final judgment shall be recovered against him/her based upon his/her bad faith, dereliction of duty or negligence; provided, however, that such indemnity shall not extend to actions or proceedings which are settled or otherwise disposed of without a determination on the merits, unless the Board of Directors shall have been advised in writing, by counsel selected by it, that in the opinion of such counsel the Director or Executive Director seeking such indemnity was not guilty of bad faith, dereliction of duty or negligence in connection therewith, and provided, further, that in any such situation involving a settlement such indemnity shall include the amount paid in such settlement, but only up to and not in excess of the amount which counsel shall have advised the Association in writing represents the estimated costs and expenses which might reasonably be incurred by such Director and Executive Director in defending such action or proceeding to a final conclusion. Such indemnity shall be effective only in the event that the interested Director and Executive Director shall, within a reasonable time after the institution of such action or proceeding, give the Board of Directors of the Association written notice thereof continue to be a Director and Executive Director of the Association at the time of the liabilities, costs or expenses in respect of which the indemnity is claimed or incurred; such indemnity shall inure to the benefit of their heirs, executors or administrators of each Director and Executive Director; such indemnity shall not be exclusive of any other right of any Director and Executive Director; and notwithstanding the amendment or repeal of the Bylaws, the same shall continue to bind the Association to provide indemnity to the extent above specified in respect of all such liabilities, costs and expenses incurred after the date of adoption of these Bylaws to and including the date of such amendment or repeal.

Article XIII: Dissolution of Association

13.1 In the event it becomes necessary to cause a dissolution of TACCA - GREATER SAN ANTONIO, the President shall appoint a Dissolution Committee of three (3) members to propose to the Board of Directors a plan for orderly dissolution of TACCA - GREATER SAN ANTONIO. Said Dissolution Committee shall make its report and recommendations to the Board of Directors within thirty (30) days from its appointment. If the Board of Directors decides that dissolution is in order, the President shall call a meeting in accordance with Article VIII of these Bylaws, for the purpose of taking action on the proposed Dissolution of the Association.

13.2 The proposed Dissolution of TACCA - GREATER SAN ANTONIO shall be voted upon at the next regular General Membership Meeting of TACCA - GREATER SAN ANTONIO following the Board of Directors Meeting at which the Board of Directors decided that dissolution should take place, and shall be approved if two-thirds (2/3) of the voting members present vote favorably.

Article XIV: Limitations

14.1 TACCA - GREATER SAN ANTONIO shall not act for other affiliations of TACCA - GREATER SAN ANTONIO or subject other affiliates of TACCA - GREATER SAN ANTONIO to any financial or other obligations, except those which TACCA - GREATER SAN ANTONIO by resolution assumes.

14.2 TACCA - GREATER SAN ANTONIO shall give no recommendations, endorsements, or approvals of scientific, literary, mechanical or engineering products for the promotion of private enterprise.

Article XV: Amendments

15.1 Amendments to these Bylaws may be initiated by a proposal in writing to the Board of Directors by not less than five (5) TACCA - GREATER SAN ANTONIO members entitled to vote. If such proposal is approved by the Board of Directors, the Bylaws Committee will prepare the changes to the Bylaws. Copies of the proposed amendments shall then be distributed to all members, together with the reasons for the proposed amendments at least fifteen (15) days before the next General Membership Meeting.

15.2 The proposed amendments shall be voted upon at the next regular General Membership Meeting of TACCA - GREATER SAN ANTONIO following the meeting at which the amendments were proposed, and shall be approved if two-thirds (2/3) of the voting members present vote favorably.

Article XVI: Certifications of Bylaws

16.1 These Bylaws will be the official Bylaws of TACCA - GREATER SAN ANTONIO only after the following steps have been taken:

The proposed TACCA - GREATER SAN ANTONIO Bylaws were presented at a regular General Membership Meeting and certified by the President that they were approved by two-thirds (2/3) vote of the members present at a regular General Membership meeting of TACCA - GREATER SAN ANTONIO.

Original Bylaws Adopted: April 30, 1963
Amendments #1 Adopted: July 21, 1982
Amendments #2 Adopted: November 19, 1986
Amendments #3 Adopted: May 21, 1992
Amendments #4 Adopted: December 18, 1996
Amendments #5 Adopted: July 15, 1998
Amendments #6 Adopted: October 16, 2002
Amendments #7 Adopted: November 19, 2015

This is to certify that the above bylaws of TACCA - GREATER SAN ANTONIO as amended were provided to all members fifteen days prior to November 19, 2015, and that the amendments were approved by a vote of the membership present at the November 19, 2015 TACCA - GREATER SAN ANTONIO Membership Meeting.

Matthew Freund
President

Gregg Zinsmeyer
Vice President