Bylaws

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Organizational Chart and Functions (pdf file)

Article  1  -  Name and Offices

1.01     Name

            The name of the corporation shall be Tarrant County Homeless Coalition (herein referred to as the Coalition).

1.02     Principal Office

            The principal office of the Coalition in the State of Texas shall be located in the City of Fort Worth, County of Tarrant.

1.03     Registered Office and Registered Agent

            The Coalition shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-profit Corporation Act.  The registered office may be, but need not be, identical with the principal office of the Coalition in the State of Texas, and the address of the registered may be changed by the Board of Directors.

Article  2  -  Membership

2.01     Membership

            The coalition shall have one class of members who will be responsible for election of the Board of Directors.  The annual membership fee will be set each year by the Board of Directors. 

Article  3 -  Purposes

3.01     Purpose

The purpose of the corporation is to provide leadership in the prevention and eradication of homelessness in Tarrant County.

3.02     Powers of Corporation

            Solely for the above purposes, the Coalition is empowered to exercise all rights and powers conferred by the laws of the State of Texas upon non-profit corporations, including but not limited to the right and power to receive gifts, devises, bequests and contributions in any form, and to use, apply, invest, and reinvest the principal and/or income there from or distribute the same for the above purposes the power to make and perform contracts; to purchase, lease, or otherwise acquire, improve, construct, own, hold, use, maintain, operate, exchange, encumber, sell, convey, or otherwise dispose of real or personal property of every kind, nature, or description, as may be necessary or desirable to promote the primary purpose of the Coalition or expedient for the administration of the affairs and attainment of the purposes of the Coalition.

Article  4  -  Board of Directors

4.01     General Powers

            The affairs of the Coalition shall be managed by its Board of Directors.

4.02        Number and Tenure   The number of directors shall be determined annually by a majority vote of the currently serving board.  In no instance shall the number be less than five (5). Each director shall hold office for three (3) years with a limit of serving two (2) consecutive terms for six (6) consecutive years total within the two (2) terms of service.  Former Directors who leave the Board because of these term limits may return to the Board after the passage of an eleven (11) month period.  The membership shall elect at least one director who is homeless or had been formerly homeless in accordance with HUD definition of homeless.  

The members shall have governmental and municipal representation including a representative each             from the city of Arlington and Fort Worth and from Tarrant County, as well as a publicly elected official             that represents the Tarrant County area.  Representatives from other special groups or interests impacting the needs of homeless persons shall be recruited including representatives to address needs for     community collaboration, such as business leaders, domestic violence service providers, elected  officials, faith based groups, and mental health and/or substance abuse providers.  If a designated   director vacates the position, the Board shall fill the vacancy in accordance with Section 4.08.

Directors must be TCHC members in good standing (current on dues) and remain so throughout the term.  Directors should be willing to support the mission of the Coalition with regular attendance at Board Meetings.  Absences may be excused by reporting to the Secretary, prior to the meeting when possible.  Three unexcused absences in a row may be grounds for removal per procedure named in Section 4.09.  Attendance problems will be addressed with directors in writing from the Secretary prior to removal.

4.03     Regular and Special Meetings

A regular meeting of the Board of Directors may be called at a location as determined by the president.

4.04     Annual Meetings      

            The annual meeting of the coalition shall be held in the first quarter of every year.

4.05     Notice

            Notice of any meeting of the Board of Directors shall be given by written notice at least seven (7) days before the scheduled meeting date and be delivered personally, sent by mail, e-mail, or telegram to each director at the address shown by the records of the Coalition.  If mailed, such notice shall be deemed to be received when deposited in United States mail properly addressed with postage thereon prepaid.  If notice by e-mail, such notice shall be deemed to be received when the e-mail is delivered to the address site.   If notice by telegram, such notice shall be deemed to be received when the telegram is delivered to the telegraph company.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice of such meeting, unless specifically required by law or by these Bylaws.

4.06     Quorum         

            A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.  A majority is hereby defined as at least 50% of the voting members of the Board [interpreted as 50% of the number of voting members approved and currently serving as the meeting is called to order].  If less than a quorum of the directors is present at said meeting, a majority of the directors present may adjourn the meeting.

4.07     Manner of Acting

            The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

            Each of the voting members of the Board shall be entitled to one vote on matters coming before the Board.  Decisions by the Board shall be by majority vote of the voting directors present for the vote.

4.08     Vacancies      

            Any vacancy occurring in the Board of Directors shall be filled by upon recommendation of the Nominating Committee.  Such appointment shall be made to the Board of Directors as the newly approved member attends their first meeting.

4.09     Removal

            Any director may be removed from the Board at any time with two-thirds (2/3) vote of the members of the Board.  The vacancy created by such removal shall be filled in the manner set forth herein above.

4.10     Compensation and Conflicts of Interest

            Directors shall not receive any salaries for their services, however, by resolution of the Board may receive reimbursement for expenses incurred in performing Board approved activities.

            Directors who might have a direct financial interest from the TCHC should not serve on the Board of Directors.  Members of the Board of Directors must declare their interest, properties, employment, board positions etc. that might relate to TCHC business.  It is expected that some Directors are employed by agencies receiving funds through the Continuum of Care.  Safeguards remain in place to prevent fund recipients from serving on allocation decision making entities.  Directors are expected to abstain from voting on decisions specifically regarding their organization.  Concerns about perceived Conflicts of Interest should be directed to the Vice President or another officer or Board member that is not impacted by the perceived conflict of interest.

4.11     Informal Action by Directors          

            Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by a majority of the voting members currently serving.

Article 5  -  Corporate Offices

5.01     Corporate Offices

The Board of Directors shall elect and appoint a President, Vice President, Secretary, and Treasurer. The Coalition may also have such other officers as may be deemed appropriate by the Board of Directors. The President will be considered the Chair of the Executive Committee.

            The President shall preside at all meetings of the Board of Directors, as available.  He/she shall have and exercise such powers and perform such duties as shall be assigned or required from the Board.

            The Vice President shall generally assist the president, shall preside at meetings of the Board in the event of absence or disability of the president, shall serve as Chair of the Nominating Committee and shall exercise such powers and perform other duties as may be assigned or delegated by the president.

The Secretary will be Chair of the Governance Committee.

            The Treasurer will be Chair of the Finance Committee.

5.02     Election and Term of Office

            The officers of the Coalition shall be elected annually by the Board of Directors at the January meeting of the Board of Directors.  New officers may be created and filled at any meeting of the board of Directors.  Each officer shall hold office until his or her successor shall have been duly elected and qualified.  Terms are for one (1) year in that office with a limit of serving 2 consecutive terms.

5.03     Powers

            Each officer shall have only such power and authority as is delegated to him by the Board of Directors, or by these Bylaws.

5.04     Removal

            Any officer elected, or appointed by the Board of Directors may be removed from office with two-thirds (2/3) vote by the members of the Board of Directors whenever in its judgment the best interests of the Coalition would be served thereby.

5.05     Vacancies

            A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term at the next regularly scheduled Board meeting.

Article  6  -  Committees

6.01     Committees of Directors

            The Board of Directors, may designate and appoint one or more committees each of which shall consist of one or more directors and shall duties as directed by the Board of Directors in the management of the coalition.  However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing Bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the Coalition; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all property and assets of the Coalition; authorizing the voluntary dissolution of the Coalition or revoking proceeding therefore; adopting a plan for the distribution of the assets of the Coalition; or amending, altering or repealing any resolution of the Board of Directors which by terms, provides that it shall not be amended, altered, or repealed by such committee.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or him by law.

6.02     Term of Office

            Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Coalition and until his successor is appointed, unless the committee shall be sooner terminated, or removed from such committee, or unless such member shall cease to qualify as a member thereof.

6.03     Chair

            One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof.

 6.04     Vacancies

            Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

6.05     Quorum

            Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the committee members present at a meeting at which quorum is present shall be the act of the committee.

6.06     Rules

            Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

6.07     Standing Committees

            The Executive Committee shall be comprised of the President, Vice President, Secretary, Treasurer and the immediate past President when available. 

            Other standing committees must include at least one director and others appointed by the respective committee Chair and include the Finance Committee, Governance Committee, Nominating Committee, Planning Council, Grievance Committee, and Consumer Council.

            The Planning Council will oversee the Community Projects Review Committee, Performance Review Committee, HMIS Committee and Discharge Planning Committee. 

Article  7  -  Contracts, Checks, Deposits, and Funds

7.01     Contracts

            The Board of Directors shall by Resolution authorize the execution of contracts and the delivery of any instrument in the name of and on behalf of the Coalition.

7.02     Checks and Drafts

            All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Coalition shall be signed by any one designated director and the expenditures will be made in accordance with the TCHC Finance Policies and Procedures.

7.03     Deposits

            All funds of the Coalition shall be deposited from time to time to the credit of the Coalition in such banks, trust companies, or other depositories as the Board of Directors may select.

7.04     Gifts

            The Board of Directors may accept, on behalf of the Coalition, any contribution, gift, bequest, or devise for general purposes, or any special purpose of the Corporation.  Similarly, the Board of Directors may make, on behalf of the Coalition, any contribution, gift, grant, or investment authorized by law, or these Bylaws to the Authority, provided such a gift does not cause the Coalition to lose its tax exempt status.

7.05     Employees

            An Executive Director shall serve as staff support to the Board of Directors of the TCHC.  The Board of Directors will provide direction and evaluation of the Executive Director (ED).  The ED will provide supervision of any additional staff or staff volunteers.  The TCHC ED will attend all committee meetings of the Coalition but will not be a voting member.  The Executive Committee will be responsible for the evaluation of the Executive Director.

Article  8  -  Books and Records

8.01     Records

            The Secretary and/or Treasurer shall keep correct and complete books and records of account and minutes of the proceedings of the Board of Directors.  At the principal TCHC office, a current record of the names and addresses of the membership and of the Board of Directors will be maintained.  All books and records of the Coalition may be inspected by any member of the Board of Directors, his agent, or attorney for any proper purpose at any reasonable time.

 Article  9  -  Fiscal Year

9.01     Fiscal Year Term

            The fiscal year of the Coalition shall begin on the first day of January and end on the last day of December in each year.

Article  10  -  Waiver of Notice

10.01   Provisions

            Whenever any notice is required to be given under the provision of the Texas Non-Profit Corporation Act, or under the provisions of the Articles of Incorporation, or Bylaws of the Coalition, a waiver thereof, in writing signed by the person or persons entitled to such notice, whether before, or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article  11  -  Amendments to Bylaws

11.01   Criteria

            These Bylaws may be altered, amended, or repealed and new Bylaws adopted by the vote, or written assent of two-thirds (2/3) of the members of the Board of Directors at any regular meeting, or any special meeting of the Board, quorum being present, if at least fourteen (14) days written notice is given of any intention to alter, amend, or repeal these Bylaws, or adopt new Bylaws at such meeting.