ETHICS & STANDARDS OF BUSINESS PRACTICES

Definition

"Personnel Service" means a person who for a fee or without a fee offers or attempts to procure directly or indirectly direct hire employment for an employee or temporary employment or procures or attempts to procure a direct hire or temporary employee for an employer.

WHEREAS we, the Texas Association of Personnel Consultants, believe that the private employment profession has a worthwhile place in our free enterprise system and have formed this Association for the purpose of furthering our professional standing in this community, and with the object of offering a finer and more ethical service to the public and the employer, therefore be it:

RESOLVED that the members of this Association accept the following Standards of Business Practices as fundamental to the best interests of the public, the employer, and the employment profession:

RELATIONS WITH CLIENTS - DIRECT HIRE

1. Members shall represent the best interests of the client by acting as an effective extension of the employer's recruitment effort and respecting confidences entrusted to them by the employers

2. A candidate's personal record, employment record, qualifications, and salary requirements shall be stated to the employer as accurately and fully as known, and shall be in conformance with the best knowledge of the personnel service.

3. Candidates shall be referred to the employer-client for interviews only with prior authorization of the employer-client, which may be given verbally.

4. A recruiter shall not attempt to recruit candidates for placement who are still employed by the company with whom they have been placed by the recruiter's firm, unless the candidates directly request -in writing- the recruiter's assistance in seeking new employment.

5. Dividing or sharing service fees with employers or with their representatives is illegal, unethical, and is strictly forbidden. Candidates shall not be referred to employers who indicate their expectation of these indulgences.

RELATIONS WITH CANDIDATES - DIRECT HIRE

1. Members shall extend professional service on a client relationship basis to all qualified candidates regardless of race, color, creed, religion, national origin, sex, age, or physical handicap.

2. Representations made to candidates concerning prospective positions, the character of employment, hours, salary, etc., shall be in conformance with the best knowledge of the private personnel service.

3. Members shall not refer an applicant to employment deleterious to his or her health or morals if the personnel service has knowledge of the deleterious condition of the employment.

4. In the circumstances where an applicant has agreed in writing to pay a fee according to the personnel services fee schedule no fee of any kind may be charged until such time as there has been an offer and acceptance of employment and a verifiable start date.

5. No candidate shall be knowingly referred to any employer where a strike or lockout exists or is impending, without being notified in writing of such condition.

6. Acceptance of gratuities from candidates who seek thereby to gain otherwise unmerited assistance or improper concealment of damaging facts in their past history is strictly forbidden.

RELATIONS WITH CLIENTS - TEMP & TEMP to HIRE
1. A temporary employee's experience and qualifications shall be stated as accurately and fully as possible to the extent requested.
2. A temporary employee shall be referred to the client for work assignment only with the prior verbal or written authorization of the client unless other specific arrangement has been made.
3. Confidential information relating to the business policy of the client, which is imparted as an aid to the effective fulfillment of the job requirements, shall be treated accordingly.
4. Communications, written or verbal, with clients regarding temporary workers shall represent bona fide temporary employees and their qualifications.
5. A temporary service firm shall not induce a client company to breach any terms of any contract it might have with another temporary service. A temporary service firm shall not induce an employee or prospective employee to breach any terms of any contracts he or she might have with another temporary service.

RELATIONS WITH CANDIDATES. - TEMP & TEMP to HIRE
1. Employees shall be assigned to client companies for which a written or verbal job assignment has been given by the client company's representative.
2. Representations to employees about the duties, probable length, hours, salary, bonus, overtime and working conditions of temporary assignments shall be in conformance with the best knowledge of the service.
3. Precautions shall be taken against referring temporary employees to any client who is known to engage in illegal or questionable business practices which might jeopardize the safety of the temporary employee.
4. Information about temporary employees shall be used only for the purpose of assigning the employee for temporary work. Confidential information shall be treated accordingly.
5. A temporary employee shall be aware of charges, if any, before being permitted to incur any obligation to the temporary service.
6. No temporary employee shall be referred to any client where a strike or lockout exists (according to the best knowledge of the temporary service) without being notified of such condition.
7. Employer financial and legal responsibilities to temporary employees shall be met in a timely manner.
8. Temporary services shall not tolerate harassment of their temporary employees based upon an employee's sex, race, age, religion, national origin, disability, veteran's status or membership in any other protected class, whether the harassment is by coworkers, employees of clients or third parties. No retaliation shall be taken against any temporary employee who makes a complaint based upon a reasonable belief that any such harassment has occurred. When a temporary employee complains about any such harassment, the temporary service shall promptly investigate the complaint, and take all reasonable steps to protect the employee from further harassment.

RELATIONS WITH OTHER PRIVATE PERSONNEL SERVICES
1. Association members shall exercise utmost effort to avoid differences of opinion with other members

2. Criticism of another personnel service by a candidate or employer should be handled in the highest professional manner. Should a misunderstanding occur, members should never criticize another personnel service, but direct the complainant to file his complaint with the Chairman of Business Practices of the local association. In cases where no local association exists, complaints should be submitted directly to the TAPC Business Practices Chairman.

3. In the event that two or more TAPC member personnel services are involved in placing a candidate with an employer, and some arbitration is necessary, the services having conflicting claims shall submit the dispute to the Chairman of the Business Practices of the local association. In cases where no local association exists, complaints should be submitted directly to the TAPC Business Practices Chairman. The respective committee shall, in accordance with the Arbitration Committee Procedures set forth herein, determine which of the referrals was superior. The personnel service which was responsible for and caused the interview that resulted in the placement shall be entitled to the service charge for that particular job opening. Any decision of the committee will be final.

4. A member shall not, in the course of his advertising, public relations effort, or any other activity, permit the demeaning or criticizing in any manner whatsoever of any other personnel service.

5. Association members shall not receive, disclose, distribute, deliver, or otherwise communicate any information contained in a service file to or from a person except as authorized by the personnel service owning the file.
Note: A service file and its contents are trade secrets as defined by Section 31.05 of the Penal Code. "Service file" means a job order, resume, application, work paper, or other record containing any information relating to an applicant, employer, or position or the operations of a personnel service.

RELATIONS WITH EMPLOYEES

Members shall provide all counselors (placement personnel) with a written compensation agreement which includes compensation, if any, following termination. This agreement will be provided to new counselors at the time of acceptance of employment.

ADVERTISING

1. Advertising shall be factual.

2. Positions listed in the "Help Wanted" columns of newspapers or other media shall refer to bona fide openings ("job orders") available at the time that copy is given to these publications for insertion.

3. All advertisements for candidates by means of letters, cards, curtailers, signs, newspapers, or other media must identify that the ad is being run by other than the prospective employer. If the name should not clearly indicate that the advertisement is by a personnel service, then the advertisement will carry such additional information as necessary to distinguish it from employer offerings.

SERVICE CHARGES AND COLLECTIONS

1. Adjustments and refunds of fees shall be made promptly, in accordance with the highest ethical standards, good public relations and business practices.

2. Methods used in collecting accounts shall conform to the highest ethical standards.

3. No candidate shall be held obligated for a service charge until an offer and acceptance have been made between employer and candidate as a result of the personnel service's efforts.

4. Should a personnel service require its candidates to execute a promissory or cognovit note, such a financial arrangement must be clearly explained to the candidate before signing including the type of note, with whom the account is being financed, the interest rate, and the payment terms.

GENERAL

1. The Association member shall comply with all applicable local ordinances, state and federal laws.

2. THE ASSOCIATION HEREBY RECOGNIZES AND ENDORSES THE PERSONNEL EMPLOYMENT SERVICES ACT, CHAPTER 263, S.B. NO. 623, (NOW KNOWN AS THE TEXAS OCCUPATIONS CODE SECTION 2501.001 ET.SEO.) AND ACKNOWLEDGES THAT THESE STANDARDS OF BUSINESS PRACTICES IN NO WAY SUPERSEDE OR REPLACE IT OR ANY OTHER LOCAL ORDINANCES, STATE, OR FEDERAL LAW.

The State Business Practices Committee Procedures

1. The Committee shall consider complaints of a business practice nature brought to it by members of the Texas Association of Personnel Consultants, or members of the public who are not members of the state association. If a Committee member is a party to a business practices hearing, he will be disqualified from hearing or voting on the matter.

 2. Complaints will be settled, whenever possible, at the local level. The local chairman will evaluate each complaint and decide if it requires actions. He shall keep written records of telephone complaints, as well as those that arrive by mail. Where he feels that a breach of the Code of Ethics or Standards of Business Practice may have occurred, he will require that the facts be submitted to him in writing, and signed by the complainant.

3. When the Chairman decides that action is needed, he shall first seek to reach an amicable solution with the involved parties. If such a solution is impossible, he shall then direct an inquiry be made advising all parties concerned that the matter is under investigation. The respondent should be given every opportunity to defend himself against all allegations. All parties shall have a response in writing within thirty (30) days of receipt of request. No copy of any complaint can be disseminated, but should be kept by the Business Practices Chairman until the matter is closed and filed in the permanent files of the state or local association. Local chairmen must review all cases within ninety (90) days.

4. Should the local personnel service be in non-agreement with the local committee's findings and request corrective action, they may appeal to the State Committee. The State Committee must review the request within one hundred and twenty (120) days.

5. At either the local or state level when a hearing is required, all parties will be asked to appear. Each will have the right to select one member of the association to assist him in presenting his case and responding to questions, and each member will be afforded the opportunity to have an attorney present at any proceedings in which it is charged with misconduct. The member will have the right to present its own witnesses at the hearing. All parties will have minimum thirty (30) days notice of the hearing date. All notices shall be sent by certified or registered mail.

6. When a local personnel service wishes to appeal, the local Business Practices Chairman will refer all appropriate dates to the Chairman of the State Committee of Business Practices within thirty (30) days of request for appeal. The State Committee will review all cases within one hundred and twenty (120) days of receipt. When a private personnel service has been determined to have violated the Code of Ethics or Standard of Business Practices, such a response will be given to both parties in an "opinion statement".

7. Chairman of the Committee of Business Practices will maintain vertical and horizontal lines of communication. In this manner, decisions on comparable events and incidents can be used as guidelines in reaching decisions. Continuity of files must be established (minimum three (3) years) in order that precedents may be formulated and libraries of guidelines established for future training of chairmen. The local Business Practices Committee shall prepare a report of all complaints and their disposition for the State Business Practices Chairman on a quarterly basis.

8. Local chairmen may request the presence of legal counsel on a case-by-case basis. Local associations will provide for their own counsel (at no expense to the State Association). The intended use and the name of the legal counsel to be employed should be made available to the legal counsel of the Texas Association of Personnel Consultants as a matter of information.

9. Penalties which the Committee of Business Practices may impose among other things are: Expulsion from Association membership and suspension of membership; written censure, reprimand or admonishment.

10. The state and local Committees of Business Practices have no authority over non-member private personnel services, but recognizing the public need for protection against unethical practices, the state and local committees will review all complaints and attempt to resolve complaints.

11. The state and local committees also will exercise due diligence in assisting other regulatory bodies and law enforcement officials in matters concerning the private personnel service industry.

GUIDELINES FOR LEGAL ASSISTANCE FROM THE STATE ASSOCIATION

1. If a local association has a legal problem which could be considered to impact or be of concern to the State Association (i.e., involving state law, code of ethics, etc.), a written petition for assistance can be filed with the State Chairman of Business Practices.

2. The State Business Practices Committee will consider the petition and will decide if the petition will be accepted or declined

3. If the petition is accepted, the State Chairman of Business Practices, the State President and the Association's Counsel will take appropriate action. If deemed necessary, the state will provide counsel and/or financial assistance to the local association to assist in resolving the issue.

ARBITRATION

Review of Arbitration

 ARBITRATION is the referral of a dispute to one or more impartial persons for final binding determination. It may also be called a "third party" dispute settlement program. Arbitration is initiated on a voluntary basis for non-members and is mandatory for members. Parties involved in a disputed set of circumstances agree to a binding decision. Although the hearing is conducted informally, the award is recognized in law and can be reversed by a court only when arbitrary, unreasonable or capricious decisions occur or where fraud is involved. Disputes necessarily involve a private employment service as a party, and would almost invariably be concerned with placement fees. Job applicants or employers, as well as private employment services or any other type of personnel service, may be involved as parties, and any party may make the initial request for arbitration. The Texas Association of Personnel Consultants adopted in 2005 the American Arbitration Association National Rules for the Resolution of Employment Disputes, as amended from time to time, as the Rules of the Texas Association of Personnel Consultants for arbitration in addition to the TAPC Arbitration Committee Procedures. In the event of any conflict between the TAPC Arbitration Committee Procedures and the American Arbitration Association National Rules for the Resolution of Employment Disputes, then the TAPC Arbitration Committee Procedures shall control unless the parties agree otherwise. Since private employment service disputes can usually be best understood and decided by other members of the same profession, an Association Arbitration Committee is often the best means for resolving such disputes.

ARBITRATION COMMITTEE

1. To maintain the highest standards of professionalism within the private employment service industry, the Texas Association of Personnel Consultants will create an Arbitration Committee of no less than three (3) and no more than five (5) neutral members at the discretion of the Business Practices Chairman. One member of the Committee shall be appointed as the Chairperson of the Committee. The Committee and the Chairperson will be appointed by the existing Business Practices Chairman and approved by the TAPC President.

2. In disputes involving parties outside the private employment services industry, the Chairman may appoint additional members from the general public when required or deemed in the best interest of the parties.

3. Upon receiving informal notice that a dispute may be referred for arbitration, the Chairman first recommends that the parties involved try to resolve their differences before bringing the case before the Arbitration Committee. If differences cannot be resolved, the Chairman will make both parties knowledgeable of local and Texas Association of Personnel Consultants Arbitration Committee Procedures.

ARBITRATION COMMITTEE PROCEDURES

REQUEST FOR ARBITRATION

a. in order to commence an arbitration matter between two or more personnel services, all personnel services to the dispute must be members of the Texas Association of Personnel Consultants. If the dispute involves an arbitration matter involving a personnel service and a third party other than a personnel service, then the personnel service involved in the dispute must be a TAPC member in order for the arbitration matter to be commenced. The claimant will prepare an Employment Arbitration Rules Demand for Arbitration after obtaining permission from the American Arbitration Association for the use of such form. Alternatively, the claimant shall use their own form stating their claim. This form will be filed by the claimant with the Chairman, who will forward a copy of the claimant's Demand for Arbitration to the second party with the form prepared by the Association for "Submission to Arbitration". When the second party submits the matter to arbitration, he or she will fill out their Submission form and return it to the Chairman. At this time, the claimant will also fill out the "Submission to Arbitration" form and file it with the Chairman. A copy of each party's Submission form will be provided to the other party.

b. All filing fees, expenses and any arbitrator compensation shall be determined as set forth in the American Arbitration Association National Rules for Resolution of Employment Disputes unless the TAPC Arbitration Committee decides otherwise. In the event that the Texas Association of Personnel Consultants employs legal counsel to represent the Association in connection with an arbitration matter, then the reasonable attorney's fees incurred by the Association shall be charged to the parties in the manner determined by the Arbitration Committee.

c. As a condition of the use of arbitration by the Texas Association of Personnel Consultants, the parties are required in writing before commencement of the proceeding to indemnify and hold the Arbitration Committee members harmless from any and all liability arising out of their service as arbitrators.

d. The Chairman sends copies of the parties' statements to members of the Committee prior to the hearing.

e. The Chairman will give at least a thirty (30) day notice to all parties prior to the arbitration hearing.

CONSIDERATION OF THE FACTS

a. The facts will normally be presented to the committee for consideration and discussion at a face-to-face hearing. The steps in the hearing are:

b. The parties involved in a dispute are invited to appear before the Committee. It is a closed hearing, to be attended only by those directly concerned, including Owners and/or Managers where appropriate. Parties are to be advised prior to the hearing of the persons expected to attend. Counsel for the parties is generally not required to attend, but will not be precluded. All documentary evidence of the facts such as application and job order form must also be brought to the hearing

c. Each side is permitted to present and clarify its case and to question the other.

d. As is customary in arbitration, strict rules of evidence are not followed; the Committee will permit the development of any needed clarification by the parties or by members of the committee. Where necessary and only with agreement by the parties, the Chairman may reserve decision to seek clarification of a matter with an employer and/or applicant not present at the hearing.

e. Immediately following the departure of the parties, the Committee discusses the case and makes its decision.

DECISIONS

a. The Arbitration Committee will follow applicable laws and regulations in reaching its decision.

b. The Committee will make its decision by majority vote; the Business Practices Chairman votes only in case of a tie.

c. No oral decisions will be rendered. A reasoned award in writing shall be provided to the parties. The Chairman shall notify each of the parties in writing of the decision reached by the Arbitration Committee with a copy to the President and the Business Practices Chairman of the Texas Association of Personnel Consultants.

d. The parties waive any right of appeal of the decision.

RECORDS
A permanent file of cases considered by the Arbitration Committee is to be maintained at the office of the Executive Director of the Association for a period of three (3) years. This will include the written statements and a copy of the decision reached, with a brief explanation supporting the decision. 02257-99,15:85/86
TEXAS ASSOCIATION OF PERSONNEL CONSULTANTS, INCORPORATED BY-LAWS

Article I: Name and Location

The name of this organization shall be the Texas Association of Personnel Consultants, Incorporated a nonprofit 501C-6 corporation incorporated in the State of Texas and hereinafter referred to as the Association.

Article II: Objectives

SECTION A. The purposes of the Association shall be "To promote and encourage high standards, efficiency, conduct, and ethics in the personnel consulting industry by means of study, discussion, and education".

1. To foster research and distribution of knowledge of the personnel consulting industry among its membership, the general public, and to broaden public understanding of the personnel consulting industry.

2. To foster, promote, maintain and encourage the civic, social, and economic welfare of the personnel consulting industry and to support our system of free competitive enterprise.

3. To cooperate with the Federal, State, and Local Government authorities for the good of the personnel consulting industry.

4. To cooperate with educational institutions in matters of interest to the personnel consulting industry.

5. To acquire, preserve and disseminate data and valuable information relative to the functions and accomplishments of the association and its members.

6. To cooperate with local, regional, and national associations with common interests in the personnel consulting industry, and preserve the industry's image.

7. To promote the best interests of the industry with regard to legislative and law enforcement matters.

8. To undertake such other functions consistent with the bylaws that will enhance the professionalism of the association's members.

SECTION B. The association shall never form or enter into any agreement, understanding, combination, or any other form of action designed to limit production, fix prices, suppress competition, nor in any other manner restrain or monopolize trade, nor shall the association engage in any other act or acts which might be a contravention of law.

ARTICLE III: DEFINITIONS

SECTION A. Definitions of business terms: The purpose of this section is to provide clarity of terms for membership classification.

1. Firm: a personnel consulting firm shall mean any sole proprietorship, partnership, corporation, any other business entity, or group of offices holding common financial interest that maintains an office, with attended telephone service during normal hours and has a person actually engaged in the performance of personnel consulting for hire to the public at large, and who, in the performance of such services, complies with established rules, regulations and laws pertaining to the personnel industry; here and after referred to as firm.

2. Consultant: Definition (Any Employee of the firm) Private Placement Services and Temporary Help Services.

3. Home Office: the office of a firm having more than one office, where that firm's policy, having to do with control of personnel, finances, etc., is made.

4. Branch Office: the office under the control of the home office, which conducts business under the same firm name

5. Local: any local association in the State of Texas whose bylaws provide for its qualified members to hold membership with TAPC as outlined in these bylaws.

Article IV: Membership and Qualification for Membership

SECTION A. Voting Membership: Only active memberships shall be eligible to vote or hold elective office.

1. Active Membership: any Firm, who, in the opinion of the board of directors, is in sympathy with, and adheres to the purposes of the association, complies with all the provisions of the bylaws and complies with the standards of business practices shall be eligible for active membership in the association.

a. includes any Firm which is eligible for local membership as defined in above Article III, Section A-4.

b. includes any personnel consulting firm which is eligible to become a member of the TAPC, but does not meet geographical requirements to participate in local membership

2. Membership: in the association belongs to the Firm, rather than to the individual. However, the firm shall designate the "Voting Member" on each membership application and dues renewal. In the event the owner or manager of a firm shall change, the new owner or manager shall submit a proper transfer membership application subject to the approval of the board of directors for continued membership under the new management.

SECTION B. Non-voting Membership: The following membership categories shall have non-voting membership, and shall not be eligible to hold elective office in the Association:

1. Consultant Membership: any consultant who is employed in the Staffing Industry who is in sympathy with the objectives and purposes of the association, but who does not fulfill the requirements for active membership, shall be eligible for membership subject to the approval of the Board of Directors.

2. Honorary Membership: a person who is not actively engaged in the Staffing Industry, but who has made outstanding contributions to the industry and the association shall be eligible for honorary membership. Honorary membership is conferred after recommendation by a majority of the Board of Directors, and approval by three-fourths of the members present and voting at the annual conference of the association.

3. Life Membership: any active member or former active member of the association who has made outstanding contributions to the personnel consulting industry and the association shall be eligible for life membership. Life membership is conferred after recommendation by a majority of the Board of Directors, and approval by three-fourths of the members present and voting at the annual conference of the association.

4. Special Membership: any Firm outside the State of Texas which is in sympathy with the objectives and purposes and agrees to abide by the code of business practices of the TAPC and which meets underwriting standards shall be eligible for special membership, subject to the approval of the board of directors.

5. Affiliate Membership: any business firm which is not a staffing industry firm and which is in sympathy with the objectives and purposes of the TAPC and which meets underwriting standards shall be eligible for affiliate membership, subject to the approval of the TAPC Board of Directors

SECTION C. Membership Procedure: Election for membership in the Association shall be as follows:

An application, a signed statement agreeing to abide by the Code of Ethics Standards of Business Practices promulgated by the Texas Association of Personnel Consultants, accompanied by dues payment shall be submitted to the appropriate Local Association if applicable then forwarded to the TAPC Executive Director for processing and approval of the TAPC Board Directors. If there is no local association dues should be directed to the Executive Director of TAPC

SECTION D. Removal: Members of any classification may be removed from membership by the Board of Directors for cause by two-thirds vote. For any cause other than non-payment of dues, removal shall occur only after the member complained against has been advised of the complaint lodged against him and has been given reasonable opportunity for defense.

SECTION E. Reinstatement: Any former member (either resigned or expelled) desiring reinstatement must make application in the same manner as a new applicant. The application for reinstatement shall not be approved except upon condition of payment of all amounts of past due obligations (if any) to the Association.

SECTION F. Resignation: Any member may resign by filing a written resignation with Executive Director, but such resignations shall not relieve the member so resigning of the obligation to pay any dues, or other charges theretofore accrued and unpaid.

Article V: Dues

SECTION A. Establishment Dues: Dues and admission fees, if any, for all classes of membership shall be established by the Board of Directors, with the exception of Honorary Members who will not be expected to pay dues. The membership year shall be determined by the Board of Directors. Dues shall by payable with membership renewal applications annually thereafter.

1. Dues and admission fees for membership shall be established jointly by the TAPC board of directors and local association board of directors.

SECTION B. Delinquency and Cancellation: Any member of the Association which has not paid its dues within ninety (90) days from billing date shall be considered delinquent, and the membership shall be terminated, and all rights, privileges, and association services shall be suspended.

SECTION C. Refunds: After a Member has been accepted for membership into the Association, no dues shall be refunded for any reason.

SECTION D. Payments:

2. Voting and Non-Voting Members: full payment of annual dues must be made within ninety (90) days of annual billing date.

3. New Members: applications shall be accompanied by full annual dues payment.

 4. Special Assessments: a written notice is to be sent to the Board of Directors at least twenty (20) days in advance of a special or regularly called meeting to consider a special assessment for the association. An assessment can be levied on active members by a three-fourths vote of board members present and eligible to vote. Assessments can be levied to discharge association obligations, special projects, or in case of hardships.

5. Local Association Dues: TAPC will remit to all local associations their portion of local membership dues to no later that ten (10) days from membership approval by the TAPC Board of Directors for new members and no later than thirty (30) days from date of collection of annual dues for renewal memberships.

SECTION E. Non-payment of dues or assessments: Non-payment of dues and/or assessments shall constitute sufficient cause for expulsion for the association when, in the opinion of the Board of Directors, such action is justified. No member shall vote at any meeting or in any mail balloting, nor shall any person serve as an officer or director unless his dues payments are current and up-to-date.

Article VI: Meetings of Members and Voting

SECTION A. Annual Meeting: The Annual meeting of the Association shall be held at such place and on such dates as may be determined by the Board of Directors.

SECTION B. Special Meetings: Special meetings of Association may be called by the Board of Directors at any time, or shall be called by the President, within thirty (30) days after a written request by thirty-five percent (35%) of the active members has been filed with the Executive Director. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

SECTION C. Notice of Meetings: Written notice of any annual or special meeting of the Association shall be mailed to the last known address of each member not less seven (7) days nor more that forty (40) days before the date of the meeting.

 SECTION D. Voting: At all meetings of the Association, each firm's "Voting Member" as defined by Article IV, Section 1(B) shall have one vote to cast, in person only. In the event the "Voting Member" cannot attend a meeting, a substitute may be designated (provided they are a permanent full-time employee of that Firm). This designation must be in writing on the member company's letterhead from the presently authorized Voting Member and must be in the Executive Director's hands prior to the convening of any meeting.

SECTION E. Voting by Mail: Proposals to be offered to the Members for a mail vote shall first be approved by the Board of Directors unless the proposal is endorsed by thirty-five percent (35%) of the Voting Members, in which case Board approval shall not be necessary. On any mail vote, a majority of those voting shall determine the action.

SECTION F. Quorum of Members: At an annual or special meeting of members, a quorum shall consist of a simple majority of those active member firms present at the convening of such meeting.

SECTION G. Cancellation of Meetings:. The Board of Directors may cancel any annual or special meeting by majority vote of the Board. In the event of cancellation of the Annual Meeting, the Executive Director shall mail to the membership the written report of the nominating committee, allowing fifteen (15) days for the filing of additional nominations endorsed by a majority of the members of the Board. Thereafter, a mail ballot of active members shall be conducted to elect officers and directors. The Executive Director shall certify their election.

SECTION H. Rules of Order:. the meetings and proceedings of this Association shall be regulated and controlled according to Robert's Rules of Order (revised) for parliamentary procedure, except as may be otherwise provided by these bylaws.

Article VII: Officers

SECTION A. Elected Officers: The Officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a Third Vice-President, a Secretary, and a Treasurer, elected at the annual meeting of the association and to serve until their successors have been duly elected and assume office.

SECTION B. Qualifications:. Any active member in good standing shall be eligible for nomination and election to any elective office of the Association, providing they have been a full-time employee of a member firm at least one (1) year.

 SECTION C. Nomination and Election of Officers:. The Nominating Committee's slate of Officers shall be mailed to the Membership thirty (30) days in advance of the annual meeting. Any person so nominated shall have given his prior consent to nomination and election as an Officer. Additional nominations may be made from the floor.

SECTION D. Term of Office:. each Officer shall take office as the last order of business at the Annual Meeting of the Association and shall serve for a term of one (1) year or until his successor is duly elected and qualified. Each Elected Officer shall serve concurrently as a member of the Board and as a Member of the Executive Board.

SECTION E. Re-election: All Officers shall be eligible for re-election to the same office.

Article VIII: Duties of Officers

SECTION A. The President: shall preside at all regular meetings of the Association, as well as meetings of the Board of Directors, and shall exercise general supervision over the interests and welfare of the Association. He may call special meetings of the Board of Directors. The President shall have no vote except in case of tie. He shall appoint a chairman and members of standing committees, and from time to time such special committees as are deemed necessary and shall perform such other duties as are implied in the Office of the President. The President shall be an ex-officio member of all committees except the Nominating Committee.

SECTION B. The First Vice-President: in the absence of the President shall preside at all meetings and perform the duties of the President.

SECTION C. The Second Vice-President: in absence of the President and first Vice-President shall preside over all meetings.

SECTION D. The Third Vice-President: in absence of President and other Vice-Presidents presides at all meetings.

SECTION E. The Secretary: shall keep the minutes of the meetings of the Association and its Directors and shall report same to the Membership. He shall serve such notices as are required and handle all correspondence required of his office. He shall have the custody of all documents and records of the Association not otherwise especially committed to other members or officers.

SECTION F. The Treasurer: shall be in charge of the Association funds and records. As Treasurer, he shall collect all member dues and/or assessments, shall have established proper accounting procedures for the handling of the Association funds and shall be responsible for the keeping of the funds in such banks, trust companies and/or investments as are approved by the Executive Board. He shall report on the financial condition of the Association at all meetings of the Board of Directors and at other times when called upon by the President. At the end of each fiscal year, as Treasurer, he shall present an annual financial report at the expiration of his term of office, he shall deliver over to his successor all books, money, and other property in his charge or, in the absence of a successor, he shall deliver such properties to the President.

SECTION G. Delegation of Officer Duties: Such duties of the officers, as may be specified by the Board of Directors, may be delegated to the Executive Director or a designated staff member.

Article IX: Board of Directors

SECTION A. Authority and Responsibility: The governing body of this association shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Association, its committees and publications, shall determine its policies or changes therein, shall actively pursue its objectives and supervise the regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Board.

SECTION B. Board of Directors: Composition. The Board of Directors shall consist of the President, First Vice-President, Second Vice-President, Third Vice-President, Secretary, Treasurer, the immediate Past President, nine other elected directors, and additional directors to be appointed by the President, as the Board deems necessary, to serve one-year terms in order to represent local associations and promote close coordination and liaison with those local associations. The elected directors shall be elected for two-year staggered terms, three directors being elected each year, who shall take office as the last order of business at the annual meeting of the association.

SECTION C. Absence. Any elected officer of director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these bylaws. However, the Board of Directors shall consider each absence of an Elected Officer of Director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.

SECTION D. Vacancies and Removal. Upon the death, resignation, or expulsion of an Officer or a Member of the Board of Directors, the vacancy shall be filled by appointment of the President with the approval of the Board of Directors. In the event that the Presidency becomes so vacated, the Board of Directors shall elect a new President as soon as possible for the unexpired term.

SECTION E. Compensation. Directors and Elected Officers shall not receive any compensation for their services.

 SECTION F. Quorum of the Board. At any meeting of the Board of Directors, a simple majority of its members shall constitute a quorum for the transaction of the business of the Association.

SECTION G. Meetings of the Board. A regular meeting of the Board of Directors shall be held each calendar quarter of the administrative year at such time and at such place as the Board of Directors may prescribe. Notice of all such meetings shall be given to the Directors not less than thirty (30) days before the meeting is held. Special meetings of the Board may be called by the President or at the request of any three (3) Directors by notice mailed, delivered, telephoned or telegraphed to each Member of the Board of Directors not less that seventy-two (72) hours before the meeting is held.

SECTION H. Voting. Voting rights of a Director shall not be delegated to another or exercised by proxy.

SECTION I.
(1) Voting by Mail. Action taken by mail ballot of the Members of the Board of Directors in which at least a majority of such Directors in writing indicate themselves in agreement shall constitute a valid action of the Board of Directors if reported at the next regular meeting of such Board.
(2) Conference Telephone. Action taken by a conference call of the members of the Board of Directors, in which at least a majority of such Directors indicate themselves in agreement, shall constitute a valid action of the Board if reported at the next regular meeting of such Board.

Article X: Executive Board

SECTION A. Authority and Responsibility. The Executive Board may act in place and stead of the Board of Directors between Board Meetings on all matters, except those specifically reserved to the Board of Directors by these bylaws, pursuant to delegation of authority to such Executive Board by the Board of Directors. Actions of the Executive Board shall be reported to the Regular Board for ratification by mail or at the next regular Board meeting. The Executive Board serves as a "Screening Committee" to determine the merit of subjects to be submitted to the Association's General Counsel

SECTION B. Composition and Election. The Executive Board shall consist of at least (7) members of the Board of Directors, including the President as Chairman, the First Vice-President, Second Vice-President, Third Vice-President, the Secretary, Treasurer and immediate past President.

SECTION C. Quorum - Call of Meetings. a majority of the Executive Board shall constitute a quorum at any duly called meeting of the Executive Board. The President shall call such meetings of the Executive Board as the Business of the Association may require, or a meeting shall be called by the Executive Director on request of four (4) members of the Executive Board.

SECTION D. Vacancies. Any vacancy occurring on the Executive Board shall be filled in the manner as provided in these bylaws. Any Board Member so elected to fill a vacancy shall serve the unexpired term of his predecessor.

Article XI: Executive and Staff

SECTION A. Appointment. The Board of Directors shall retain a Staff Head who shall have the title of Executive Director and whose terms and conditions of retention shall be specified by the Board.

SECTION B. Authority and Responsibility. The Executive Director shall be responsible for all management functions. The Executive Director shall manage and direct all activities of the Association prescribed by the Board of Directors and shall be responsible to the Board. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall, in the Executive Director's judgment, be in the best interest of the Association.

Article XII: Legal Counsel

SECTION A. Legal Counsel. The Association may retain a general counsel for consultation in connection with activities and problems of the Association. Terms and conditions of employment shall be specified by the Board of Directors.

Article XIII: Standing and Special Committees

SECTION A. Within thirty (30) days after each annual election, the President Elect shall appoint chairmen and members of the following standing Committees: Finance, Conference, Membership, Nominating, Public Relations, Business Practices, Governmental Affairs, Education, TAP, and Affiliate Program.

1. Finance Committee Shall be chaired by the Treasurer and shall consist of at least two additional members of the Board of Directors as designated by the President. The Finance Committee shall be responsible for reviewing the financial condition of the Association, including oversight of budgets, accounting and financial controls, tax, audit, compensation and benefits and for the reporting on such condition to the Board of Directors on a regular basis and to the members at the Annual Meeting of the Association. The Finance Committee will also be responsible for the determination of whether an audit is required and, if so, the selection of the certified public accounting firm to conduct the annual audit of the Association.

2. Conference Committee Shall be responsible for preliminary arrangements in preparing for the Annual Conference and, together with the President, take all steps necessary to secure proper hotel accommodations, arrange the program, and do all other things necessary to assure a successful annual conference.

3. Membership Committee Shall plan, organize and conduct an ongoing membership acquisition program to actively solicit for membership in the Association those entities eligible for membership as set out in article IV of these bylaws.

4. Nominating Committee, Acting in accordance with these bylaws, shall present to the membership through the Executive Director, thirty (30) days prior to the annual meeting, the nominations for Officers and Board. It shall, further, contact and verify acceptance of nominees to their respective offices before final submission of the slate. The Nominating Committee shall be composed of no less than three members.

5. Public Relations Committee Shall have charge of the publicity through press and otherwise, and keep a scrapbook of all published material. It shall carry on a continuous program of self education among the members by means of:
a) Publication of TAPC news briefs.
b) Such other duties as may be assigned by the President

6. Business Practices Committee Shall carry on an active program following the outline provided by the Texas Association of Personnel Consultants.

7. Governmental Affairs Committee Shall carry on an active program for the association.

8. Education Committee Shall oversee an active program to enhance the professional image of the Association by increasing the number of CPC - Certified Personnel Consultants and CTS - Certified Temporary Staffing Specialist statewide. The Education Chair shall pick committee members from the local associations. This Committee will work with the locals to establish study sessions to prepare the members to take the certification test(s) twice during a calendar year.

9. TAP Committee The President will appoint a TAP Chair and that Chair shall pick committee members from the local associations. This Committee is responsible for the oversight and direction of the Training and Accreditation Program. It is this Chair's responsibility to work with the locals to establish 2 accreditation days during a calendar year.

10. Affiliate membership committee shall plan, organize and conduct an ongoing membership acquisition program to actively solicit those business firms which are eligible for membership under Article III, Section A-3 of these bylaws.

SECTION B. Special Committees. The President shall appoint such other committees, subcommittees, and task forces as are necessary and which are not in conflict with other provisions of these bylaws, and the duties of those appointed shall be prescribed by the President

SECTION C. Bylaws Committee The President shall nominate a Bylaws Committee Chair and a Bylaws Committee as needed. The Bylaws Committee shall revise edit, and present to the Board of Directors its recommendations on all proposed changes or amendments to the bylaws.

SECTION D. The Chairman of each Committee shall prepare a written report to the president thirty (30) days in advance of the annual meeting.

Article XIV: Finance

SECTION A. Fiscal Period. The fiscal period of the Association shall be prescribed by the Finance Committee with the approval of the Board of Directors.

SECTION B. Bonding. Trust and surety bonds may be furnished by the Executive Director and such other Officers or employees of the Association as the Board shall direct. The amount of such bonds shall be determined by the Board and the cost paid by the Association.

SECTION C. Budget. With recommendations of the Finance Committee, the Board shall adopt in advance of the next fiscal period an Annual Operating Budget covering all activities of the Association.

SECTION D. Restrictions - Reimbursements.
1. Restrictions - no appropriations or expenditures of Association funds shall be made except by approval of the Membership or the Board of Directors. No officer, Director, Committee Member, Employee of the Association shall contract any obligation or incur any debt on behalf of the Association ,or in any way render it liable, unless authorized by a vote of the Board of Directors, or of the Membership, or as the Bylaws prescribe.
2. Reimbursements - the Executive Board and certain Committees or individuals can be reimbursed for expenses when on official business for the Association. Terms and conditions of such reimbursements are to be specified by the Board of Directors.

Article XV: Limitation of Liability

SECTION A. Liability. Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, agent, or employee of this Association shall be liable for the acts or failure to act on the part of any other member, officer, agent, or employee of this association. Nor shall any member, officer, agent or employee be liable to his acts or failure to act under these bylaws, except only acts or omissions to act arising out of his willful misfeasance.

 SECTION B. Legal Expenses. Any Officer or Director of this Association or former Officer or Director of this Association shall be reimbursed against the reasonable expenses actually and necessarily incurred by them in connection with the defense or any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been Directors or a Director or Officer of the Corporation, except in relation to matters as to which such Director or Officer or former Director or Officer shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

Article XVI: Dissolution

SECTION A. The Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure or be distributed to the members of the association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Article XVII: Amendments

SECTION A. These bylaws may be amended or repealed (a) by a two-thirds vote of the active members present at any Annual Meeting of the Association, duly called and regularly held (notice of such proposed changes must be sent in writing to the Members thirty (30) days before such a meeting), or (b) by a two-thirds vote of the active members voting by a thirty (30) day mail / email ballot. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any twenty-five (25) active members addressed to the Board. All such proposed amendments shall be presented by the board to the membership, with or without recommendation.

SECTION B. Amendments shall take effect immediately upon their adoption.

Article XVIII: Arbitration

SECTION A. Pursuant to Article 238-20, Section 2A, Texas Revised Civil Statutes, the Members of the Association are required to arbitrate any controversy arising after the adoption of this section between two or more Members of the Association. This section shall constitute an irrevocable agreement by the Members of the Association to arbitrate disputes. The Board of Directors is authorized to provide procedures, arbitrators and facilities for arbitration and to collect fees from the parties to the arbitration to pay for expenses incurred.

Article XIX: Training and Accreditation Program

SECTION A. The Training and Accreditation Program (TAP) is established to further and to administer the educational and professional standards program of the Association. Each year the TAPC President shall appoint a TAP Chair (The TAP Chair must be certified as either a CPC or CTS), and that Chair shall select a committee from qualified (CPS or CTS) people from the local associations.

SECTION B. Accreditation is available to all qualified individuals who are actively involved in the Personnel Placement Business. Dates for accreditation shall be determined by the TAP Chair, and shall occur at least twice each year.

SECTION C. Certificates shall be issued to those who meet the TAP qualification standards as deemed by the TAP Chair. Certificates will be issued by the TAP Chair to the President of the local association for presentation to the individual(s) at a local meeting.