NTPBA Bylaws

BYLAWS OF THE NORTH TEXAS PRESCRIBED BURN ASSOCIATION
version 10.0

PURPOSE

The general purpose for which this Association is organized is for educational purposes, within the meaning of such terms as defined in section 501(c)(3) of the Internal Revenue Code,
to educate about, and to apply prescribed burning. 

The supplemental purposes for which this Association is organized include:  

Providing: 

·        Opportunities for members and non-members to expand their knowledge about, and to develop skills in prescribed burning;  

·        Education  and training to its members regarding the safe and effective use of prescribed burning within the State of Texas as an agricultural, ranching, and land management practice;

·        Education on how to foster good relations within the community regarding the use of prescribed burning;  and

·        Equipment and expertise to members and non-members to practice prescribed burning. 

Using prescribed burning to:  

·        Help natural resources recover from neglect and to preserve natural resources for future generations; 

·        Increase diversity and abundance of native species, and to improve wildlife habitat;

·        Improve the ecosystem, control erosion, improve water filtration and enhance groundwater recharge to the benefit of the watershed; and

·        Reduce fuel loads, provide fire protection, prevent and reduce the impact of wild fires. 

DEFINITIONS

The NTXPBA is the North Texas Prescribed Burn Association.
A NTXPBA County is a county supported by the NTXPBA.
The Board is the Board of Directors of the NTXPBA.
A Director is a director on the Board.
A Chapter is a chapter of the NTXPBA.
A Chapter Director is a director of a Chapter. 
A Member is a person who is a member of the NTXPBA.
A Chapter Member of a Chapter is a Member associated with the Chapter. 
NTXPBA Equipment is equipment that is purchased by, or donated to the NTXPBA.

ARTICLE I - ORGANIZATION

1.  The name of the Association shall be North Texas Prescribed Burn Association, abbreviated as NTXPBA.

2.  The principle office of the NTXPBA shall be at:
NTXPBA
2971 FM 718
Newark, TX 76071-3148
or other places as determined by the Board.

3.  The NTXPBA supports a number of counties, namely Archer, Bosque, Clay, Collin, Cooke, Dallas, Denton, Erath, Fannin, Grayson, Hill, Hood, Hunt, Jack, Johnson, Kaufman, Montague, Palo Pinto, Parker, Rockwall, Shackelford, Somervell, Stephens, Tarrant, Throckmorton, Wichita, Wise and Young county.  Other counties may be added at the discretion of the Board. 

4.  The Fiscal Year for the NTXPBA shall be the calendar year of January 1 through December 31. 

ARTICLE II - MEMBERS

1.  A person may be a Member of the NTXPBA provided the person has paid the annual membership due for the current fiscal year. 

2.  The NTXPBA shall have two classes of Members: Regular Members and Landowner Members. 

3.  Only a landowner and/or operator who owns or operates land within at least one of the NTXPBA Counties may opt to be a Landowner Member. 

4.  Each Member is allowed one vote in the transaction of business of the NTXPBA. 

5.  A Member may authorize another Member to act for the authorizing Member by proxy in matters such as voting or participating in a meeting.  Every proxy shall be signed by the authorizing Member or by the authorizing Member’s attorney in fact and shall be revocable only by the authorizing Member.  Every proxy shall be given to the recording secretary of the meeting and shall be valid only for that meeting.  Every proxy counts towards the quorum.

ARTICLE III - CHAPTERS

1.  The NTXPBA will consist of Chapters, with one Chapter representing one or more NTXPBA Counties.  The Board determines the number of Chapters and the counties represented by each of the Chapters.  The Board may change this determination at any time.

2.  A Chapter consists of the Members associated with the one or more counties represented by the Chapter.  Each Member may be associated with only one Chapter. 

a.  A Landowner Member may opt to be associated with one of the Chapters that represents a NTXPBA County in which the Landowner Member owns or operates land. 

b.  A Regular Member who resides within the NTXPBA Counties is associated with the Chapter that represents the NTXPBA County in which the Member resides. 

c.  A Regular Member who does not reside within the NTXPBA Counties may opt to be associated with any of the Chapters. 

3.  Chapters shall meet every year in January for a Chapter Director Election Meeting.  The Chapter Director Election Meeting is held for the purpose of electing Chapter Directors, determining which Chapter Directors will serve on the Board, and transacting any other business.  Additional meetings may be called by the Chapter Directors when deemed necessary.  A notice stating the place, date, and time of the meeting shall be given personally, by newsletter, email, text, newspaper, and/or by first class mail to each Chapter Member at the Chapter Member’s address as recorded in the NTXPBA records no less than ten (10) days prior to the meeting.  Chapter Directors shall be responsible for executing such notices in their respective counties. 

4.  The Chapter Members of a Chapter shall elect up to four (4) Chapter Directors from among the Chapter Members.  Such election is by majority vote, which involves selecting the Chapter Member who receives more than 50% of the total votes cast.  If no Chapter Member achieves this threshold in the first round of voting, a runoff election is held.

5.  Any Chapter Director shall serve until the next Chapter Election Meeting and may be re-elected to succeeding terms.

6.  Duties of the Chapter Directors will be, but are not limited to inspection of fire lines for approval prior to a prescribed burn in a county represented by their respective Chapter; and inventorying, housing, repairing, and maintaining equipment located in the counties represented by their respective Chapter. 

7.  The Chapter Directors or an appointee shall report an inventory of the equipment located in the counties represented by their respective Chapter to the Secretary-Treasurer, annually in the month of December.

ARTICLE IV - BOARD OF DIRECTORS

1.  The NTXPBA shall be managed by the Board of Directors made up of at most two (2) Chapter Directors from each of the Chapters plus zero or more Directors At Large. 

2.  The Members of a Chapter with 10 or more Members may elect up to two (2) of its Chapter Directors to serve on the Board.
The Members of a Chapter with fewer than 10 Members may elect up to one (1) of its Chapter Directors to serve on the Board. 

3.  While the number of Directors on the board is less than seven (7), the Members may elect an additional Director - called a Director At Large - from among the Members.  Such election is by majority vote, which involves selecting the Member who receives more than 50% of the total votes cast.  If no single Member achieves this threshold in the first round of voting, a runoff election is held.

4.  Any Director At Large shall serve a one (1) year term and may be re-elected to succeeding terms. 

5.  The Board may remove any Director from the Board for cause only. 

6.  A Director may resign at any time by giving written notice to the Board or to an officer of the NTXPBA.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board or officer. 

7.  Vacancies on the Board caused by the death, removal, or resignation of a Director who is a Chapter Director, may be filled by appointment by the Board of another Member of the Chapter of the Director.
Vacancies on the Board caused by the death, removal, or resignation of a Director At Large may be filled by appointment by the Board of another Member.
A Director appointed to fill such vacancy shall hold office for the un-expired term of his predecessor. 

8.  The Board shall have the power to make, alter, or repeal the Bylaws and Guidelines of the NTXPBA. 

9.  The Board shall adopt and maintain a separate Procurement Policy outlining the procedures, controls, and authorization levels for all purchases made by the organization.

ARTICLE V - OFFICERS

1.  The Board shall elect association officers from among the Directors including a President, a Vice-President.  The Board shall elect additional association officers from among the Members including a Secretary-Treasurer, and other officers deemed necessary by the Board.  Any officer will serve a one (1) year term and may be re-elected to succeeding terms. 

2.  The President shall be the chief executive officer of the Association.  The President shall have the responsibility for the general management of the affairs of the Association and shall carry out the resolutions of the Board. 

3.  The Vice-President shall have all the powers and functions of the President during the absence or disability of the President of the Association.  The Vice-President shall perform such duties as may be prescribed from time to time by the Board. 

4.  The Secretary-Treasurer, or an appointee, shall keep the minutes of the meetings of the Board.  The Secretary-Treasurer shall serve all notices for the Association as authorized by the Board, and shall keep all books and records of the Association.  The Secretary-Treasurer shall have care and custody of all of the funds of the Association and shall deposit said funds in the name of the NTXPBA in such bank accounts as the Board may designate. 

ARTICLE VI - MEETINGS AND VOTES

1.  Any Chapter meeting shall be presided over by one of its Chapter Directors, preferably being a Chapter Director elected to be on the Board.

2.  At a Chapter meeting, the majority of the Chapter Directors being present shall constitute a quorum for the transaction of business.  Any action by a Chapter shall be by a majority of the Chapter Members present at the meeting.

3.  The NTXPBA officers together with the Board will meet every year in February or March.  Other meetings shall be held as deemed necessary by the Board.  Notice of the place, date, and time of such meetings shall be given personally, be email, by text, and/or by first class mail to each officer and Director at the address as recorded in the NTXPBA records in sufficient time for the convenient assembly of the officers and Directors. 

4.  Any Board meeting shall be presided over by the President or in his absence by the Vice-President.  If neither the President nor the Vice-President is present, a member of the Board shall be selected by the members of the Board that are present to preside over the meeting. 

5.  At a Board meeting a majority of the Directors being present at the meeting shall constitute a quorum for the transaction of business.  The Directors present at the meeting may adjourn the meeting due to the absence of a quorum.  With a quorum being present, action by the Board shall be by a majority of the Directors members present at the meeting. 

6.  The Members, the Board and any committee may hold meetings using electronic means, such as conference telephone or other suitable electronic communications systems, including videoconferencing by which all persons participating in the meeting can hear each other.  The notice of a meeting by electronic means must state the fact that the meeting will allow participation by electronic means.  Participation of a person in a meeting by electronic means constitutes presence of that person at the meeting.

7.  The Members, the Board and any committee may vote in person, by proxy, by absentee ballot, or by electronic ballot.

8.  The Board of Directors may authorize electronic voting for any matter put to a membership vote, provided the chosen method ensures the integrity of the voting process.

9.  The electronic voting system must include functionality designed to prevent duplicate or unauthorized ballots and securely verify the identity of each voting member.

10.   All solicitations for electronic votes must specify a voting deadline and state the number of responses needed to meet quorum requirements. The notice will include instructions for how to submit a completed electronic ballot.

11.   An electronic ballot may not be revoked after it has been cast, unless otherwise specified.

12.   Votes cast electronically will be counted toward the quorum requirements for any meeting in which the vote is taken.

ARTICLE VII - DUES AND DONATIONS

1.  Dues for Landowner Members shall be fifty dollars ($50.00) per year.  Dues for Regular Members shall be twenty-five dollars ($25.00) per year.  The Board may change the membership dues for the upcoming Fiscal Year at any time.  Annual dues for any Member shall be due and payable at the start of each fiscal year (January 1-st), or when a Member first joins the NTXPBA later during the fiscal year.  Failure by a person to pay annual dues shall be cause for revoking the person’s membership and all rights and privileges in the NTXPBA including voting in all elections, and the use of equipment owned by the NTXPBA. 

2.  All dues, contributions and donations of funds to the NTXPBA become property of the NTXPBA.  These funds are to be used in purchasing, repairing, maintaining of equipment, provide educational opportunities, provide educational materials, support administrative expenses, and to support the activities of the Chapters. 

ARTICLE VIII – EQUIPMENT

1.  The Board shall be responsible for locating a suitable place to house each piece of NTXPBA Equipment in a respective location in a NTXPBA County.  Once established, such a location and access information, including names and phone numbers, shall be made available to the NTXPBA officers and the Board who shall make this information available to all Members.  The Board may relocate NTXPBA Equipment to a different location in the same or in another NTXPBA County at any time.

2.  NTXPBA Equipment shall be available for use on a first come, first served basis to all Landowner Members. 

3.  A Landowner Member using a piece of NTXPBA Equipment shall be responsible for transportation of the piece of NTXPBA Equipment from, and back to the location of the piece of equipment.  At any time the Board may require the Landowner Member to return the piece of equipment back to the location of the piece of equipment. 

4.  If NTXPBA equipment is damaged or lost while being used by a Member, the Member who used the equipment shall be required to assist in the repair or replacement of the damaged or lost equipment.

5.  Chapter Directors shall be responsible for, or shall designate one or more responsible parties for inventorying; repairing; and maintaining in good working condition, the equipment located in a county represented by their Chapter. 

ARTICLE IX - MISCELLANEOUS PROVISIONS

1.  The NTXPBA shall use the Cash Method for its accounting.  The Secretary-Treasurer or an appointee shall provide, during the month of January, an annual financial statement that reflects the financial transactions of the Association in the previous year and the balance sheet with assets and liabilities at the end of the previous year.  The Secretary-Treasurer or an appointee shall make the annual financial statement available to the Members at no cost.

2.  A committee, appointed by the President consisting of one Director and two (2) Members who are not Directors, shall audit the annual financial statement during the month of February.  The committee shall provide an audit report before the end of March and make the audit report available to the Members at no cost.

3.  Prescribed burning education including basics of prescribed burning, operating equipment, fighting wildfires, and on how prescribed burning helps natural resources recover from neglect and preserves the resources for future generations shall be made available by the Board periodically, and all Members are strongly encouraged to attend such education prior to conducting a prescribed burn on their land.  Members are encouraged to participate in as many prescribed burns as possible.

4.  The Board shall provide and maintain a document with Prescribed Burning Guidelines and keep the document available to the Members.

ARTICLE X - DISPOSAL OF ASSETS

1.  In the event of the dissolution of the NTXPBA, any assets in excess of liabilities of the NTXPBA as a whole shall be disposed of by donation to one or more organizations that support prescribed burns that are exempt under Section 501(c)(3), or described by Section 170(c)(1) or (2) of the Internal Revenue Code. 

Adopted by the North Texas Prescribed Burn Association Board of Directors on 11/08/2025.

Steve Reger
NTXPBA President

Alayna Payne
NTXPBA Vice President