Texas Register, Volume 20, Number 4, Pages 175-260, January 13, 1995 Page: 201
175-260 p. ; 28 cm.View a full description of this periodical.
Extracted Text
The following text was automatically extracted from the image on this page using optical character recognition software:
request of any two directors. The person or
persons authorized to call a meeting of the
board of directors may fix any place as the
place for holding any meeting of the board
of directors called by them. If no place is
designated, then the office of the associa-
tion shall serve as the place of such meet-
ing.
(H) Statement of purpose of
meeting required. The business to be trans-
acted at, and the purpose of, any regular or
emergency meeting of the board of directors
shall be specified in the notice to directors
and in notice required by statute as required
by the Government Code, Chapter 551
[Texas Civil Statutes, Article 6252-17].
(I) (No change.)
(J) Presumption of assent. A
director of the association who is present at
the meeting of the board of directors at
which action on any matter is taken shall be
presumed to have assented to the action
taken unless the director's [his] dissent
shall be entered in the minutes of the meet-
ing, or unless the director [he] shall file a
[his] written dissent to such action with the
person acting as secretary of the meeting
before the adjournment thereof, or shall for-
ward such dissent by registered mail to the
secretary of the association immediately af-
ter the adjournment of the meeting. Such
right to dissent shall not be available to a
director who voted in favor of such action.
(K) (No change.)
(L) General powers. The
board of directors shall have the manage-
ment of the business and affairs of the
association and may exercise all of the pow-
ers herein enumerated and all other powers
incidental or appropriate thereto, subject
only to the restrictions imposed by law.
Included among the powers of the board of
directors, but not in limitation thereof, are
the following:
(i)-(x) (No change.)
(M) Executive committee.
An executive committee shall consist of
three of the directors of the association
comprised of the chair [chairman], vice-
chair [chairman], and secretary-treasurer.
At least one director appointed by the Com-
missioner [State Board of Insurance] must
be elected as a member of the executive
committee. To the extent provided by reso-
lution or resolutions of the board of direc-
tors, the executive committee shall have and
may exercise the powers delegated by the
board of directors in the day-to-day admin-
istrative management of the association.Such committee shall keep regular minutes
of its proceedings and report the same to the
board of directors. The delegation to a com-
mittee of authority consistent with this sec-
tion shall not operate to relieve the board of
directors, or any member thereof, of any
responsibility imposed uponthe board of
directors [it] or member [him] by law.
(N) Vacancies,
(i) A par ular director-
ship [director] shall be cansideled to be
vacant upon the resignation of the member
holding such directorships
(ii) Any vacancy occur-
ring in the directors elected from the mem-
bership may be filled at the next meeting of
the board of directors following the occur-
rence of such vacancy. Subject to the provi-
sions of subparagraph (B) of this
paragraph [hereof], such vacancy shall be
filled by the affirmative vote of a majority
of the remaining directors elected from the
membership though less than a quorum. A
director elected to fill a vacancy shall be
elected for the unexpired term of the [its]
predecessor in such directorship.
(iii) Any vacancy occur-
ring in the directors appointed by the Com-
missioner [State Board of Insurance] shall
be filled by appointment of a new director
in accordance with the provisions of
subparagraph (C) of this paragraph [here-
of].
(3) Officers.
(A) Number. The officers of
the association shall be the chair [chair-
man] of the board of directors, the vice
chair [chairman] of the board of directors,
and the secretary-treasurer, all of whom
shall be elected by the board of directors.
No two offices may be held by the same
person. The chair [chairman], vice-chair
[chairman], and secretary-treasurer shall
comprise the executive committee. At least
one director appointed by the Commis-
sioner [State Board of Insurance] must be
elected as a member of the executive com-
mittee.
(B) Election and term of of-
fice. The officers of the association may be
elected annually by the board of directors at
the first meeting of the board of directors
held after each annual meeting of the mem-
bers. If the election of officers shall not be
held at such meeting, such election shall be
held as soon thereafter as conveniently may
be. Each officer shall hold office until the
officer's [his] successor shall have been
duly elected and shall have qualified or
until the officer's [his] death or until the
officer [he] shall resign or shall have been
otherwise removed. The board of directorsshall provide for a rotation of directors
elected as officers at least every two years.
(C) Removal of officers
[vacancies]. Any officer or agent elected or
appointed by the board of directors may be
removed by the board of directors whenever
in its judgment the best interests of the
association would be served thereby or oth-
erwise in accordance with this section, but
such removal shall be without prejudice to
the contract rights, if any, of the person so
removed. A vacancy in any office because
of death, resignation, removal, disqualifica-
tion, or otherwise may be filled by the
board of directors for the unexpired portion
of the term.
(D) Chair [chairman] of the
board of directors. The chair [chairman] of
the board of directors shall preside at all
meetings of the members and at all meet-
ings of the directors, appoint and discharge
employees and persons representing the as-
sociation subject to the approval of the di-
rectors, fix the compensation of employees
and such representatives, make and sign
contracts and agreements in the name of the
association, and appoint committees. The
chair [He] shall see that the books, reports,
statements, and certificates are properly
kept, made, and filed if necessary, and [he]
shall generally do and perform all acts inci-
dent to the office of chair [chairman] of the
board of directors or which may be autho-
rized or required by law, by this section, or
by the board of directors, not inconsistent
herewith.
(E) Vice chair [chairman] of
the board of directors. The vice chair
[chairman] of the board of directors elected
by the board of directors shall have such
powers and shall perform such duties as
shall be assigned [to him] by the board of
directors not inconsistent herewith.
(F) Secretary-treasurer. The
secretary-treasurer shall:
(i) (No change.)
(ii) see that all notices are
duly given as required by the provisions of
this plan of operation. In case of the
secretary-treasurer's absence or refusal or
neglect to give the required notice, such
notice may be given at the direction of the
chair [chairman] of the board of directors,
of the directors, or of the members upon
whose request the meeting is called;
(iii)-(v) (No change.)
(vi) have the custody of
all funds, securities, evidences of indebted-
ness, and other valuable documents of the
association, the secretary-treasurer [he]
shall receive and give or cause to be given. PROPOSED RULES January 13, 1995 20 TexReg 201
"
Upcoming Pages
Here’s what’s next.
Search Inside
This issue can be searched. Note: Results may vary based on the legibility of text within the document.
Tools / Downloads
Get a copy of this page or view the extracted text.
Citing and Sharing
Basic information for referencing this web page. We also provide extended guidance on usage rights, references, copying or embedding.
Reference the current page of this Periodical.
Texas. Secretary of State. Texas Register, Volume 20, Number 4, Pages 175-260, January 13, 1995, periodical, January 13, 1995; Austin, Texas. (https://texashistory.unt.edu/ark:/67531/metapth176736/m1/27/: accessed May 21, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.