TALWD Bylaws
Bylaws of the Texas Association of Local WIC Directors

ARTICLE I

This organization shall be known as the Texas Association of Local WIC Directors (TALWD).

ARTICLE II

The purpose of the Texas Association of Local WIC Directors shall be the fostering of ideas on policy, implementation, coordination, and administration of the WIC Program at the local, state, and federal level, and to act collectively on behalf of its members to include the following function:

  1. To enhance communication among Local WIC Agencies and the Department of State Health Services (State WIC Agency).
  2. To provide input to the Texas State WIC Agency regarding implementation and value of WIC Program services.
  3. To provide professional growth and development for Local WIC Agency administrators and staff.
  4. To promote public and professional awareness of new and existing federal and state legislation impacting the WIC Program.
  5. To sponsor scholarships for advanced training and/or educational projects.

ARTICLE III

MEMBERSHIP

Section 1.     Qualification

Membership in the Texas Association of Local WIC Directors (TALWD) shall be composed of Local WIC Agencies in the State of Texas.

Section 2.     Voting

  1. Active Membership
    Active Membership in the Association shall be limited to Local WIC Agencies in the State of Texas. Voting shall be limited to one vote for each Local WIC Agency having current membership status. Voting may be done at meetings or by mail or electronic ballot.
     
  2. Proxy
    For voting purposes, an active Local WIC Agency may designate a proxy in writing. Proxies are limited to those who are eligible to represent active members as defined above.
     
  3. Board of Directors
    All member of the Board of Directors shall have one vote when determining Association business.

ARTICLE IV

OFFICERS

Section 1.     Officers

Officers of the Association shall be the President, the Vice President of Organization and Development, Vice President of Program Operations, Secretary, and Treasurer.

Section 2.     Qualifications

An officer shall have served as a regional representative or on at least one committee for a minimum of one year. No officer may simultaneously hold a position as TALWD Regional Representative or Alternate.

Section 3.     Duties

  1. President
    The President shall preside at all meetings of the Association, the Board of Directors, and the Executive Committee, and shall perform such other duties as may be described in these bylaws or assigned either by the Association, the Executive Committee, or the Board of Directors and shall coordinate the work of the Officers. The President shall appoint standing committee chairs, the Historian, Task Force Members, Newsletter Editor, and the Newsletter Reporter.
     
  2. Vice President of Organization and Development
    The Vice President of Organization and Development shall act as an aide to the President and shall perform the duties of President if the President is absent or unable to serve. The Vice President shall coordinate the activities of the Business and Finance, Legislative, Membership, and Marketing committees, the Historian, the Newsletter Editor, and the Newsletter Reporter, and shall serve as liaison to the Board of Directors and Executive Committee for these committees. The vice President shall perform other duties as request by the President.
     
  3. Vice President of Program Operations
    The Vice President of Program Operations shall act as an aide to the President and shall perform the duties of the President if both the President and Vice President of Organization and Development are absent or unable to serve. The Vice President of Organization and Development are absent or unable to serve. The Vice President shall coordinate the activities of the Nutrition Education, Breastfeeding, Local Agency Administration, and Client Services committees, and shall serve as liaison to the Board of Directors and Executive Committee for these committees. The Vice President shall perform other duties as requested by the President.
     
  4. Secretary
    The Secretary shall keep a record of the minutes of all meetings of the Association, the Executive Committee, and the Board of Directors, shall send out notices of meetings and shall perform all other duties delegated to that office.
     
  5. Treasurer
    The Treasurer shall collect and distribute all funds of the Associate and shall assist the Business and Finance Committee in preparing an annual budget for approval by the Board of Directors. The Treasurer shall present a financial statement to the Board of Directors, shall give a full financial report to the membership at its annual meeting, shall be an Ex Officio member of the Business and Finance Committee and shall perform all other duties delegated to that office.

Section 4.     Elections

The Membership Committee shall prepare a slate of nominees for each elected office for the Board of Directors approval. Nominees for office must have current active membership status and shall be elected by a direct vote of members at the annual meeting or by mailed or electronic ballot. See Article IV Section 2 for qualifications of an officer.

Section 5.     Terms of Office

The President, Vice President of Organization and Development, and the Secretary shall be elected to serve a two-year term beginning in January of even years. The Vice President of Program Operations and the Treasurer shall be elected to serve a two-year term beginning in January of odd years.

Section 6.     Vacancy

In the event of a vacancy in the office of the President, the Vice-President or Organization and Development shall perform the duties of the office for the remainder of the term. In the event of a vacancy in the office of either Vice President positions Secretary of Treasurer, the Board of Directors shall elect a member of the Board of Directors to fill the unexpired term.

Section 7.     Removal

Any officer may be removed from office by unanimous vote of the remainder of the Board of Directors.

 ARTICLE V

BOARD of DIRECTORS and EXECUTIVE COMMITTEE

Section 1.     Board of Directors

The Board of Directors shall consist of the Officers, Regional Representative and Ex Officio members.

Section 2.     Executive Committee

The Executive Committee shall consist of the elected Officers, the Immediate Past President, and the Immediate Past Treasurer. The Executive Committee shall handle the routine business of the organization that arises between quarterly Board of Director meetings.

Section 3.     Election of Representatives

Each region, as defined by the Board of Directors, shall elect a Representative and an Alternate to serve on Board of Directors. Central, Western, Northern, and Eastern Regions shall elect a representative in odd number years and Panhandle, Gulf Coat, Southwestern, and Southern Regions shall elect a Representative in even number years. The term of Office for Regional Representative shall be two years. No Regional Representatives of Alternate may simultaneously hold position as officer. In the absence of the Representative the Alternate has voting rights. If the Alternate is unable to serve, the region shall elect a new Regional Representative and Alternate.

Section 4.     Ex Officio Members Election of Appointment 

The following members shall be Ex Officio voting members of the Board of Directors. The Texas Representative and Representative-elect to the National WIC Association (NWA) shall be elected by the membership from a slate prepared by the Nominating Committee. The term of office shall be one year. The Representative-elect shall assume the duties of Representatives following the end of the term as Representative-elect. Members on the Board of Directors who shall be appointed by the President are: Standing Committee Chairs, the Historian, Newsletter Editor, and Newsletter Reporter. The immediate Past President and Immediate Past Treasurer are Ex Officio members who shall provide consistency and guidance to the President and Treasurer, respectively. The Immediate Pat President term is two years. The Immediate Past Treasurer term is one year.

Section 5.     Vacancy

In the event of a vacancy in the position of Regional Representative, the Alternate shall perform the duties for the remainder of the term. If the Alternate is unable to serve, the region shall elect a new Regional Representative and Alternate. In the event of a vacancy in the position of Texas Representative to NWA, the Representative-elect shall perform the duties for the remainder of the term and the Board of Directors shall appoint a Representative-elect to fill the unexpired term. If the Immediate Past President is unable to serve on the Board of Directors, the Past Presidents Council shall elect a representative from the remaining Past Presidents to serve in this capacity. If the Immediate Past Treasurer is unable to serve on the Board of Directors the current President shall appoint a representative from the previous Treasurers.

Section 6.     Removal

Regional Representatives and Alternates may be removed from office by majority vote of the members within that region. The Texas Representative and Representative-elect to NWA, Historian, Newsletter Editor, Newsletter Reporter, Immediate Past President or Immediate Past Treasurer may be removed from office by unanimous vote of the reminder of the Board of Directors. 

 ARTICLE VI

COMMITTEES

Section 1.     Standing Committees

The nine standing committees are as follows:

  1. Business and Finance - Formulate the business plan and the annual budget in coordination with the Treasurer.
  2. Legislative - Keep members informed of legislative issues that impact WIC and TALWD and develop a plan for legislative activities.
  3. Membership - Advise the board on member issues, orient new members and officers and manage the nomination of election processes.
  4. Marketing - Develop the TALWD marketing plan.
  5. Local Agency Administration - Provide input to State WIC Agency on funding and administration issues.
  6. Client Services - Provide input to the State WIC Agency on certification, outreach, training, and food delivery issues.
  7. Nutrition Education - Provide input to the State WIC Agency on nutrition education issues.
  8. Breastfeeding - Provide input to the State WIC Agency on breastfeeding issues.
  9. Past President Council - Compromised of previous Association presidents, the council shall provide assistance to the Board of Directors as needed.

Section 2.     Chairperson

A chairperson for each committee shall be a current paid member of the association and appointed and/or removed by the President and confirmed by the Board of Directors. It is recommended that all Committee Chairs have been members of the committee they will be chairing. As an Ex Officio member the Committee Chairs shall attend quarterly Board of Directors meetings to provide direct feedback and information to the Board of Directors in order to enhance communication. Chairpersons are eligible for re-appointment for once successive term. If a chair position term has ended, but no member is interested in filling the vacancy, the President can ask the current Chair to continue for an additional term.

Section 3.     Members

Committees shall be comprised of paid TALWD members volunteering to actively serve on the Committee. In the event the number of members signed up for a committee is unmanageable, the TALWD President and Committee Chair will determine if the committee needs to be split into sub-categories or whether select committee members will serve specific roles.

Section 4.     Limitations

Standing Committees act as an extension of the Board of Directors. The Board of Directors may reverse the position formulated by the committee by a vote of 2/3 of the members of the Board of Directors. All committee requests for Board of Directors action shall be submitted through the appropriate Vice President.

 ARTICLE VII

MEETINGS

Section 1.     Board of Directors

The Board of Directors shall meet quarterly and for special meetings called by or at the request of the President.

Section 2.     General Meeting

A meeting of the general membership of the Association shall be held annually.

Section 3.     Quorum

A quorum for all meetings shall consist of a majority of the voting membership.

 

ARTICLE VIII

FINANCES

Section 1.     Annual Dues

Membership in the Texas Association of Local WIC Directors (TALWD) shall require the payment of dues to the Association. The Board of Directors shall set the dues for membership in the organization. Annual dues are payable January 1 of each year. Dues shall be the same dollar amount regardless of the month in which they are paid.

Section 2.     Annual Audit

The financial records of the Association shall be kept in accordance with generally accepted accounting principles and shall be audited or reviewed by an Audit Committee annually. The Audit Committee shall be appointed by the President and shall consist of three members of the Board of Directors, excluding the President and Treasurer.  

ARTICLE IX

LIMITATIONS

Section 1.     Legal

The Texas Association of Local WIC Directors (TALWD) shall not engage in activities that are unlawful in the State of Texas.

Section 2.     Obligations

No TALWD member may obligate the Association in any manner outside of the scope and intent of the bylaws.

Section 3.     Expenditures

Expenditures and/or obligations of Association funds shall be in accordance with an annual budget.

ARTICLE X

AMENDMENTS

Bylaws may be amended at any general meeting or by mailed or electronic ballot by a two-thirds (2/3) majority vote of those members voting, provided notice of the proposed changes has been sent to the members at least two weeks prior to the vote.

ARTICLE XI

DISSOLUTION

In the event of the dissolution of the Association, distribution of any remaining assets shall be transferred to the National WIC Association (NWA) in accordance with Section 501 (c) (3) of the Internal Revenue Code of 1954 (or any amendment thereto).