Tml Constitution

Last Amended October 5, 2023

Article I
Name

Section 1.1 - Organization Name. This organization shall be known as the Texas Municipal League.

Article II
Purpose

Section 2.1 - Organizational Purpose. The purpose statement of this organization is: Empowering Texas cities to serve their citizens. To achieve this purpose, the organization shall:

A. Represent municipal interests before legislative and administrative bodies.

B. Conduct original research in any area of concern to member cities and provide the results of that research to member cities and other interested parties.

C. Serve as a repository of literature, analyses, research, and other data related to all aspects of municipal operations, and make that material available to members.

D. Sponsor and conduct conferences, seminars, meetings, and workshops for the purpose of studying and exchanging information regarding municipal government.

E. Make available an official magazine and other publications, reports, or newsletters of interest to members.

F. Secure the assistance of educational institutions for the purpose of gathering, analyzing, and publishing municipal government information, and conducting training and professional development in the field of municipal administration.

G. Strive to secure harmonious actions among Texas cities, other governments, and other groups in all matters which affect the rights and duties of the cities of Texas.

H. Provide any additional services for which individual members, acting alone, may not have adequate resources.

I. Promote the interests of the League's affiliates by providing organizational and technical assistance.

J. Promote constructive and cooperative intergovernmental relations by maintaining mutually supportive relationships with groups representing local, state, and regional governments.

Article III
Membership and member service fees

Section 3.1 - Regular Members. Any incorporated city in the State of Texas may, by proper action of its governing body and the payment of the current membership service fees from its own municipal funds, become an active member of the League.

Section 3.2 - Associate Members. Individuals and organizations may be granted associate membership by the Executive Director. Associate members may receive League publications and attend the League's Annual Conference. Classes of associate memberships are:

A. Councils of governments

B. Public or school/university libraries

C. Commercial or civic clubs

D. Individuals

E. Corporations

Section 3.3 - Member Service Fees. The annual member service fees, except the member service fees for each class of associate membership, shall be fixed upon the recommendation of the Board of Directors subject to approval of the member cities assembled at the Annual Conference. The annual member service fees shall be due and payable in advance on the anniversary of such payment in the first instance. Failure of a member to pay its member service fees for a year shall result in automatic suspension of membership.

Section 3.4 - Withdrawing from Membership. Any member may withdraw by written notice to the Executive Director.

Section 3.5 - Voting Privileges. Only member cities shall be entitled to vote in all meetings of the League and such cities shall each be entitled to one vote on all matters.

Section 3.6 - Honorary Memberships. Any person who has rendered conspicuous service for the improvement of municipal government may, by vote of the Board of Directors, be granted an honorary membership in the League. All former presidents of the League shall be Honorary Members. Honorary Members as such shall not pay member service fees and shall not be entitled to vote in any of the meetings of the League.

Article IV
Board of Directors

Section 4.1 - Composition. The affairs of the League shall be conducted by a Board of Directors composed of the following:

A. Regional Directors. One director to be elected by and from each of the regions, provided that such regional director shall in every case be a mayor, councilmember, city commission member, alderperson or other member of an elected municipal governing body. Each regional director shall be responsible for grassroots advocacy coordination for their region.

B. Affiliate Directors. One director to be elected by and from each of the affiliates of the League.

C. Directors-at-Large. One director-at-large to be designated by resolution of the governing body of each city for which total population exceeds 200,000 on or before October 1, 1986, or 300,000 thereafter.

D. Past Presidents. Past presidents of the League.

Only city officials of member cities may serve as directors.

Section 4.2 - Staggered Terms. The terms of the directors shall be staggered so that the terms of approximately one-half of the members of the Board of Directors shall expire each year. The terms of the directors from the affiliates of Mayors and Councilmembers, Municipal Utilities, Finance Officers, Public Works Officers, City Planners, Police Chiefs, Fire Chiefs, Municipal Information Officers, Court Clerks, Black City Council Members, and all regional districts bearing odd-numbered designations shall expire in odd-numbered years. The terms of all other affiliate directors and of all regional districts bearing even-numbered designations shall expire in the even-numbered years.

Section 4.3 - Election of Directors. Directors shall be elected as follows:

A. Affiliate Directors. Affiliate directors shall be elected by their respective affiliates at the time of the League's Annual Conference, or at another annual meeting designated by the affiliate, to fill new terms and to fill vacancies for the remainder of unexpired terms. Only city officials or city employees may participate in the election of an affiliate director.

B. Regional Directors. Regional directors shall be elected from the region in an election administered by the League in accordance with procedures approved by the Board of Directors. Each city within the region may cast one vote for a regional director in an election. Voting in elections for regional directors may occur by mail, by email, or by other electronic means as provided by Board procedures. Only an elected city official from a city within the region may serve as that region’s director, provided that no city official of a city entitled to designate a director-at-large shall be eligible to be elected or to serve as a regional director. Regional directors elected after January 1, 2024, shall be elected in the manner provided by this Section. 

C. Vacancy Caused by Succession to Presidency. The election of a regional director or the director from the Mayors and Council members affiliate to the position of a League officer shall create a vacancy in that director position, and that vacancy shall be filled in accordance with Section 4.6.

Section 4.4 - Terms of Office and Attendance Requirements. The terms of office and meeting attendance requirements for members of the Board of Directors are as follows:

A. Terms. Terms of all directors shall commence immediately upon adjournment of the League's Annual Conference, except that the directors-elect shall meet with the incoming Board prior to adjournment of the Annual Conference for the purpose of organization. Terms of office of regional and affiliate directors shall be two years.

B. Attendance Requirements. If a Board member is absent from a duly called meeting between October 1 of one year and September 30 of the following year without being excused by action of the Board, the member may be disqualified from serving as a Board member. An absence is excused only if: (a) the absent Board member informed the President or the Executive Director of his/her absence and the reason for his/her absence in advance, and (b) the Board votes to excuse the absence.

Section 4.5 - Additional Directors. In the event of the creation of additional regional districts or affiliates of the League, each such district or department shall elect a representative to the Board of Directors, provided that, when a new affiliate is created at any Annual Conference, the Board of Directors shall recognize a director to represent such affiliate until it elects a director in its regular manner. The Board of Directors shall fix the initial term of any such new director in such manner as to keep the number of terms expiring on alternate years as nearly equal as possible.

Section 4.6 - Vacancies. Vacancies on the Board of Directors created by a failure to hold a timely election as required under Section 4.3B shall be filled by holding such election as soon as practical. Other vacancies on the Board of Directors shall be filled as follows:

A. Affiliate Directors. In the event of a vacancy in an affiliate directorship, the President of the affiliate in which said vacancy occurs shall become a member of the Board of Directors, and shall hold such office until the adjournment of the next Annual Conference. In the event that the President of the affiliate is ineligible or does not wish to serve as a member of the Board of Directors, the affiliate shall select or elect a director who will serve until the adjournment of the next Annual Conference. Only city officials or city employees may participate in the selection or election of an affiliate director.

B. Regional Directors. In the event of a vacancy in the regional directorship, the President of the regional district in which such vacancy occurs shall become a member of the Board of Directors, and shall hold such office until the adjournment of the next Annual Conference; provided that if the Regional President does not wish to serve or is ineligible to serve as a regional director under Section 4.3 B, a regional director shall be elected in accordance with Section 4.3B to fill the vacancy for the remainder of the unexpired term.

Section 4.7 - Compensation. The directors shall not receive any compensation as such for their services, but, by resolution of the Board of Directors, shall be entitled to reimbursement for actual and necessary expenses incurred in the performance of their duties, provided funds have been budgeted for such expenses.

Section 4.8 - Quorum. A majority of the Board shall constitute a quorum for the transaction of all business.

Section 4.9 - Officers. Officers of the League and their manner of election are as follows:

A. Named. The officers of the League shall be a President, a President-Elect, the eligible Immediate Past President and the Executive Director.

B. Elections. The President and the President-Elect shall be chosen by the Board of Directors from its membership or past membership, provided that each officer shall be an elected official of a member city.

C. Terms. The terms of office of the President, President-Elect, and eligible Immediate Past President shall be one year.

D. Vacancies. A vacancy in the office of President shall be filled for the remainder of the term by the succession of the President-Elect to that office. A vacancy in the office of President-Elect shall be filled for the remainder of the term in accordance with Article IV, Section 4.9B.

E. Non-Voting Officers. An officer who previously served as a regional director or as a director from the Mayors and Councilmembers affiliate, and whose position on the Board of Directors was filled pursuant to Section 4.3C, shall not be entitled to vote on any matter before the Board, provided however, that the President, or other officer presiding in his/her absence, shall be entitled to vote in case of a tie.

Section 4.10 - Executive Director and League Employees. The Board of Directors shall select an Executive Director to manage the affairs of the League under its general direction. The Executive Director shall not be appointed for a definite term, but shall serve at the will and pleasure of the Board of Directors. The Executive Committee, during the first Board meeting of each calendar year, shall review the performance of the Executive Director and communicate the results of that performance review to the full Board of Directors and to the Executive Director. The Executive Director shall appoint the various employees of the League to the positions and at the compensation set forth in the approved budget, and shall be responsible for the proper and efficient conduct of the work of the League. The Executive Director shall cause accurate minutes to be kept of all meetings of the League and of the Board of Directors; shall conduct the correspondence of the League; shall provide notices of meetings to all members; shall develop the official publications of the League; and shall be paid a salary to be fixed by the Board of Directors.

Article V

Finances

Section 5.1 -  Fiscal Year. The fiscal year of the League shall be from July 1 through June 30 of the following year.

Section 5.2 - Duties of Secretary-Treasurer. The Executive Director shall be the League's Secretary-Treasurer and shall be charged with the responsibility of keeping accurate records and accounts of all transactions of the League. The Executive Director and all employees handling the finances of the League shall furnish a satisfactory surety bond in an amount to be fixed by the Board of Directors, the premium on said bonds being paid out of the funds of the League.

Section 5.3 - Budget.  At some time during the months of May or June, the Board of Directors shall meet and adopt a budget which shall serve as the complete financial plan for the ensuing fiscal year. Not less than fifteen days prior to the budget meeting of the Board of Directors, the Executive Director shall cause to be prepared a detailed budget setting forth the estimated revenues and expenditures for the ensuing fiscal year and shall submit such budget to the Board of Directors for its consideration and approval. No unbudgeted indebtedness shall be incurred. No budget shall be adopted under which the expenditures for the ensuing year exceed a reasonable estimate of the actual funds to be available.

Section 5.4 - Audit. The accounts of the League shall be audited at least once annually by a certified public accountant to be selected by the Board of Directors.

Article VI

Regions

Section 6.1 - Boundaries. There shall be formed within the League a number of regions having such boundaries and carrying such distinctive and official titles and numerical designations as may be approved by the Board of Directors and recorded on an official map.

Section 6.2 - Purposes of the Regions. The purposes of each region of the League shall be as follows:

A. To promote interest in municipal government operations and issues among elected and appointed officials of cities within the region.

B. To facilitate, through meetings and other mechanisms, an exchange of information concerning municipal government among the cities of the region.

C. To assist the officers and Executive Director of the League in formulating policies and providing services by communicating, through adopted resolutions, any recommendations of the region.

Section 6.3 - Meetings. The cities of each region shall meet not less often than twice each year in the period between Annual Conferences of the League.

Section 6.4 - Membership of the Regions. All cities within the boundaries of the region which are members in good standing of the League may become members of and participate in the activities of the region.

Section 6.5 - Voting. The representatives of each member city within a particular region shall cast collectively one vote, and a majority of the votes cast shall be necessary for a decision.

Section 6.6 - Officers of the Regions. Each region shall elect officers which shall be a regional President, Vice President, Secretary and other such officers as the region may establish, provided that such regional President and regional Vice President shall in every case be a mayor, councilmember, city commission member, alderperson, or other member of an elected municipal governing body.

Such election shall be held at the meeting of said region held next preceding the Annual Conference of the League. The term of office of all newly elected officers shall be one year or two years, at the discretion of the region, and commence immediately upon election. In the event of a vacancy in any office in a region, such vacancy shall be filled by election at the next regular meeting of such region. The fact that such a vacancy will be so filled shall be included in the notice of such meeting.

Each region shall also elect a regional director to serve on the Board of Directors of the League. Such election shall be held every two years in accordance with Section 4.3. The term of the regional director shall be as specified in Section 4.3 and Section 4.4.

Section 6.7 - By-Laws. Each region may draft its own By-Laws consistent with the provisions of this constitution and subject to approval by the Board of Directors of the League.

Section 6.8 - Duties of the Regional Secretary. The secretary of each region shall immediately notify the League of any changes in the officers of the region, record the minutes of all meetings of the region, and send one copy thereof to the headquarters office of the League, and shall prepare and mail all notices of the meetings of the region and send one copy thereof to the headquarters office of the League.

Section 6.9 - League Policy Binding Upon Regions. The general policy of the League as adopted by the Board of Directors of the League shall be binding upon regions, and no action in conflict with such policies shall be taken by said regions, provided, however, that nothing in the foregoing shall be construed to limit or restrict the activities of the regions in matters of purely local interest and concern.

Article VII

Affiliates

Section 7.1 - Affiliates Named. The affiliates of the League shall be the following:

1. Texas Association of Mayors, Councilmembers and Commissioners
2. Texas City Management Association
3. Texas Municipal Utilities Association
4. Texas City Attorneys Association
5. Government Finance Officers Association of Texas
6. Texas Chapter of American Public Works Association
7. Texas Municipal Human Resources Association
8. American Planning Association Texas Chapter
9. Texas Municipal Clerks Association, Inc.
10. Texas Police Chiefs Association
11. Texas Fire Chiefs Association
12. Texas Municipal Library Directors Association
13. Building Officials Association of Texas
14. Texas Public Purchasing Association
15. Texas Association of Municipal Information Officers
16. Texas Association of Municipal Health Officials
17. Texas Court Clerks Association
18. Texas Association of Black City Council Members
19. Association of Hispanic Municipal Officials
20. Texas Association of Governmental Information Technology Managers
21. Texas Recreation and Park Society

Other organizations may be admitted to the League as affiliates by resolution at the Annual Conference, subject to the prior recommendation of the Board of Directors of the League, provided, however, that the League shall not have more than twenty-one affiliates at any time. When the League has twenty-one affiliates, a request by an additional organization to become an affiliate of the League can be approved only by combining the requesting group with an existing, similar affiliate. When the League has fewer than twenty-one affiliates, an additional organization may request affiliate status if the organization meets the requirements of Section 7.5.

Section 7.2 - Organization.  Each affiliate shall administer its own affairs in a way that furthers the objectives of the affiliate or the League and may hold meetings of the affiliate at the time of the Annual Conference. Each affiliate must submit its separate Constitution when initially formed and all amendments thereto to the Board of Directors of the League and have them approved before they may become effective, except that the League's Executive Director may approve amendments that do not conflict with provisions of this Constitution.

Section 7.3 - By-Laws. Each affiliate may draft and amend its own By-Laws consistent with the provisions of this Constitution and subject to approval by the Board of Directors of the League, except that the League's Executive Director may approve amendments that do not conflict with provision of this Constitution.

Section 7.4 - League Policy Binding Upon Affiliates. The general policy of the League as adopted by the Board of Directors of the League shall be binding upon the affiliates, and no action in conflict with such policies shall be taken by any affiliate.

Section 7.5 - Adherence to Affiliated Organization Guidelines. In order to retain status as an affiliate and to be represented on the Board of Directors, each affiliate shall adhere to any affiliate guidelines, conditions, or other requirements which may be adopted by the Board of Directors, and must be in full compliance with such guidelines, conditions, or other requirements on any date established by the Board of Directors.

Article VIII

Annual Conference

Section 8.1 - Time and Place. The time and place for the Annual Conference shall be determined by the Board of Directors of the League at least two years in advance of the time set for the meeting.

Section 8.2 - Resolutions. No resolution shall be eligible to be considered at the Business Meeting unless the same has been delivered to the League office at least forty-five (45) full calendar days prior to the first day of the Annual Conference at which the Business Meeting will convene. Provided, however, that any proposed resolution that has not been submitted in accordance with this requirement may be considered at the Business Meeting if two-thirds of the members present and voting vote in favor of suspending such requirement. Resolutions submitted later than 45 days prior to the first day of the Annual Conference must state the reason precluding timely submission.

No resolution shall be considered or adopted unless it has some direct relation to municipal affairs. All resolutions to be adopted by the membership shall be adopted at the Business Meeting at the Annual Conference. Resolutions pertaining to amendments to this Constitution, relative to membership service fees or to new affiliates of the League shall, before their submission to the membership, receive prior approval only from the Board of Directors, as otherwise provided in this Constitution; all other resolutions not reserved herein for approval exclusively by the Board of Directors shall be considered at the Business Meeting.

Article IX

Committees

Section 9.1 - Standing Committees Established. The following standing committees shall be established: Budget and Audit Committee, Executive Committee, Governance Committee, Member Services Committee, and Nominating Committee.  

 Section 9.2 - Standing Committee Appointment. The President shall appoint Board members to standing committees in a manner necessary for the proper conduct of the work of the League. The Nominating Committee shall make recommendations to the President for the appointment of any non-Board members to standing committees. The President shall select one person to serve as Chair of each standing committee. 

Section 9.3 - Standing Committee Composition. Except as provided by Section 9.4, all standing committees shall consist of nine members. Standing committees other than the Executive Committee and the Nominating Committee shall consist of seven members who are current Board members and two non-Board members who are elected or appointed city officials or city employees in member cities. The Nominating Committee shall consist of nine Board members.

Section 9.4 - Executive Committee Composition. The Executive Committee of the Board of Directors shall consist of the following:  The President, the President-Elect, Past Presidents of the League, and two other Board members appointed by the President.  The two presidential appointees shall both be city elected officials.  One of the presidential appointees shall be from a city of less than 100,000 in population, and the other shall be from a city of 100,000 or greater in population.   The terms of the presidential appointees shall expire when the term of the President who appointed them expires. 

 Section 9.5 - Standing Committee Responsibilities. The responsibilities of the standing committees shall be as follows: 

 A.   Budget and Audit Committee - The Budget and Audit Committee shall make recommendations to the Board of Directors concerning the budget and fiscal matters of the League. The Committee shall make a report to the Board of Directors at the meeting in which the budget is adopted and thereafter as needed. 

B.   Executive Committee - The Executive Committee shall have authority to act for the Board of Directors at intervals between meetings of the Board, provided that: (1) the Board has authorized the Executive Committee to act, or (2) the Executive Committee’s actions are required by an emergency.   All actions taken by the Executive Committee shall be reviewed by the Board at its next meeting.

 C.   Governance Committee - The Governance Committee shall periodically review the Constitution and Board-adopted policies and ensure effective board processes, structures, and roles, and submit suggested changes to the Board of Directors for consideration. 

 D.   Member Services Committee - The Member Services Committee shall: (1) monitor membership status for League member cities; (2) oversee the League’s Municipal Excellence Awards Program; and (3) review current League services and make recommendations to staff and the Board of Directors, as appropriate, on improving existing city and private sector services and communications. 

 E.    Nominating Committee - The Nominating Committee shall: (1) interview candidates for the position of President-Elect, and President when necessary, and make a recommendation to the Board of Directors for consideration; (2) interview candidates seeking the League’s endorsement or appointment to various other boards and positions, and make a recommendation to the Board of Directors or President, as appropriate; and (3) make recommendations to the President on non-Board member appointees to the League’s standing committees.  

 Section 9.6   -  Special Committee Appointment. The President shall appoint special committees as may be deemed necessary for the proper conduct of the work of the League.

 Section 9.7   -  Tenure. The President and the Executive Director shall be ex-officio members of all committees of the League.

 Section 9.8   -  Reports. The Chair of each appointed committee of the League shall, upon the completion of the committee’s work, make a report to the Board of Directors in such form as may be requested.

 Section 9.9 - Rules of Order. Subject to the provisions of this Constitution, Robert's Rules of Order shall prevail at all committee meetings.

 Section 9.10 - Remote Meetings. Committee meetings may be held remotely using video conferencing technology at the discretion of the chair. Participation at a committee meeting using video conferencing technology will constitute presence at the meeting for purposes of establishing a quorum and voting. 

Article X

Meeting Rules

Section 10.1 - Rules of Order. Subject to the provisions of this Constitution, Robert's Rules of Order shall prevail at all meetings of the League and its Board of Directors.

Section 10.2 - Remote Meetings. Except as otherwise provided by this section, meetings of the Board of Directors may be held remotely using video conferencing technology when convening a quorum of the Board in person is impossible or inadvisable, as determined by the President or presiding officer of the Board of Directors. The biennial December Board meeting shall be held remotely using video conferencing technology, unless the president or presiding officer of the Board of Directors determines that the agenda necessitates an in-person meeting. Participation at a Board meeting using video conferencing technology will constitute presence at the meeting for purposes of establishing a quorum and voting.

Section 10.3 - No Proxy Voting. Proxy voting is not permitted at meetings of the Board of Directors.

Article XI

Amendments

Section 11.1 - The Constitution may be amended at any Annual Conference of the League by a two-thirds vote, provided the proposed amendment shall have first been prepared in writing and submitted to the Board of Directors on or before the first day of the Annual Conference. Such amendment shall go into effect immediately upon adoption or as otherwise stipulated. If, within sixty days after the adoption of any amendment, one-third or more of the member cities protest in writing to the Board of Directors against such amendment, it shall automatically be suspended until the next Annual Conference, when it may be taken up again for reconsideration and vote as in the first instance.

Article XII

Effective Date

Section 12.1 - Effective Upon Adoption. This Constitution shall go into effect immediately upon its adoption.