The TAAE ByLaws
BYLAWS OF THE TEXAS ASSOCIATION FOR ALTERNATIVE EDUCATION
(As amended and approved on February 7, 2013)
ARTICLE I - NAME AND AFFILIATION
The name of this association shall be the Texas Association for Alternative Education, with perpetual duration, and herein referred to as “the Association” or the acronym “TAAE”. The Association may be affiliated with other associations on a state or national level provided that such associations, societies or organizations shall be engaged in activities of a nonprofit nature whose purpose, goals and activities are substantially similar to those of this Association.
ARTICLE II - MISSION
"The mission of the Association shall be to create a supportive network committed to providing a quality education for all students in Alternative Education."
A. to unite professionals dedicated to providing and promoting quality education for students in alternative education into a state association;
B. to support comprehensive training programs for educators engaged in the field of alternative education;
C. to collaborate with agencies that support the goals of alternative education;
D. to involve educators in the legislative and governmental processes to promote and advance the purposes of the profession; and
E. to promote the Educator’s Code of Ethics.
ARTICLE III - OFFICES
Section 1: Offices
The registered office of the Association in the State of Texas shall be the address of the currently elected Treasurer or state headquarters office of TAAE. The Association may have such other offices, either within or without the State of Texas, as the Executive Board may determine or as the affairs of the Association may require from time to time.
Section 2: Registered Office and Registered Agent
The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas, and the Executive Board may change the address of the principal office as the affairs of the Association may require. Until otherwise changed the registered office shall be as specified in Section l hereof.
ARTICLE IV - MEMBERSHIP
Section 1: Definition
Where used herein, the following term has the following meaning:
"Member in Good Standing" - a member who has paid the TAAE dues for the current membership year and who has not otherwise had his or her membership terminated.
Section 2: Membership
A. Active Members
Active Members shall be those persons actively engaged in the alternative education field or related professions in the State of Texas. These members shall actively participate in the Association, have full voting rights, may serve on committees, and hold elective and appointive offices when qualified as set forth in these Bylaws. Although it is strongly urged that Active Members join available local TAAE chapters for the purposes of networking and professional development, members are free to choose to join only TAAE. To be a member of a local chapter, a person must also be a member in good standing of TAAE.
Active Members not currently engaged as set forth above, may retain their active status, provided they have been Active Members of the Association for at least two years and continue to pay such dues as are required by this class of membership.
B. Associate Members
Associate Members shall be those persons actively engaged in the alternative education field or related professions outside the State of Texas. These members may actively participate in the Association and may serve on committees but shall not have voting rights or hold elective office.
C. Student Members
Student Members shall be those persons with an interest in alternative education, and the aims and purposes of the Association, and who are pursuing credentialing in the teaching field. Student Members shall not hold state elected office positions but shall have voting rights. Student members may serve on standing or ad hoc committees, and enjoy all other privileges and benefits of membership.
D. Honorary Members
Honorary Members shall be those persons elected to that status by the Executive Board of the Association by reason of some outstanding or special service performed for this Association. The Board may bestow special membership privileges for Honorary Status. Honorary Members shall not be entitled to hold state elected office and shall not have voting rights, but may serve on standing committees, special committees and enjoy all other benefits of life membership without dues payment.
E. Life Members
All past presidents shall be honored with a life membership. The Awards Committee may also honor other past or present members with a life membership.
Section 3: Membership Year
The membership year of TAAE shall be from October 1 – September 30 of the following year.
Section 4: Membership Dues
Each class of membership shall pay to the Association Headquarters annual state dues in the amount decided upon at the Annual Conference or special called meeting of the Members of the Association. Dues will be billed on an annual basis during the fiscal year as determined by the Executive Board of Directors.
Section 5: Dues Payments
Annual dues shall be due and payable on or before the expiration date of the month joined. Member dues must be current 30 days prior to the annual membership meeting before a member may vote on state business issues, elections and committee concerns.
Section 6: Voting Rights
Only a current member of TAAE shall be entitled to vote and then only if the member is in good standing at the time the matter is submitted to such vote. No proxy voting shall be recognized at the general membership, delegate, or officer level.
Section 7: Transfer of Membership
Membership in this corporation is not transferable or assignable.
ARTICLE V - OFFICERS
Section 1: Officers
The officers of TAAE shall be a President, a President Elect, a Vice-President, a Secretary, a Treasurer, a Membership Liaison, and the Immediate Past President. No two offices may be held simultaneously by the same person. No officer shall be eligible to serve more than two consecutive terms in the same office.
Section 2: Executive Board
The officers of TAAE shall collectively constitute the Executive Board, having the duties as hereinafter prescribed. A majority of the total membership of the Executive Board shall constitute a quorum for the transaction of business. The Executive Board shall have and exercise the authority of the management of the Association.
Section 3A: Nominations
The Executive Board shall appoint a Nominating Committee to receive nominations of candidates for each office of TAAE other than Immediate Past President and President.
--Any person submitting a nomination for a candidate for a TAAE office must be an active or student member in good standing of TAAE for the current membership year.
--All nominations of qualified candidates must be received by the Nominating Committee at least 75 days prior to the first day of the convention at which the election shall be held and shall be included by the Nominating Committee on the list of recommended candidates.
--Forty-five (45) days notice of the committed candidates shall be given to members in writing.
----Nominations of qualified candidates may be offered from the floor at the annual business meeting.
Membership records and state committee membership records will be used by the Executive Board and/or Nominating Committee to verify that all candidates are qualified according to Section 3B of this article. The names of those qualified candidates nominated from the floor will be written in on the ballot prior to the vote. Proxy voting is not allowed, as is stated in Article IV, Section 6 of these bylaws.
Section 3B: Qualifications for Nominees for State Office
The qualifications for nominees for state office are to be an active member in good standing at the state level for the immediate past two years and to have held an elected office or served as an active member of a committee at the state level.
Section 4: Election
The Executive Board of Directors of the Association, as specified by section 5: Terms of Office, shall be elected by a majority vote of members present and voting of the general membership at the annual General Membership Meeting.
Section 5: Terms of Office
Each officer of the TAAE Executive Board shall be elected for a two-year (2) term of office.
--The President Elect shall automatically succeed to the office of President.
--The President shall automatically succeed to the office of Immediate Past President.
--The President Elect and Treasurer shall be elected at the annual Membership Meeting held in the odd numbered years.
--The Vice President, Secretary, Membership Liaison shall be elected at the Annual Membership Meeting held in the even number of years.
--All officers shall be elected by secret ballot to serve for two years or until their successors are elected.
Their terms of office shall begin immediately at the conclusion of the Annual Membership Meeting at which they are elected. If there is only one nominee for a particular office, the election for that particular office shall be by voice vote.
Section 6: Creation of Offices
The President may create offices, with the approval of the Executive Board of Directors, as needed to further the business of TAAE.
Section 7: Parliamentarian
A professional Parliamentarian shall be retained with recommendation of the Executive Board of Directors.
Section 8: Vacancies
A vacancy in the office of President shall be filled by the President Elect for the remainder of that term, after which the President Elect shall serve his/her own elected term as President. A vacancy in the office of the President Elect shall be filled by the Vice President for the remainder of the year, after which the President Elect position shall be open for election. Any other vacancy in an elective or appointive office shall be filled for the remainder of that term by appointment by the President, subject to approval by the Executive Board at its next regular meeting.
Section 9: Removal
Any officer may be removed from office for cause by a majority vote of the member of the Executive Board present and voting at any Board Meeting. Causes for Removal are:
(a) breach of the Educators’ Code of Ethics found in the Texas Administrative Code;
(b) conflicts which are deemed by the Board to be detrimental to the Association;
(c) failure to carry out the duties of office by reason of non-participation, and;
(d) failure to disclose to or discuss with the Board any financial or questionable involvement an officer may have with funds of the state association or local chapter of the Association.
Section 10: Absence of Officers
If any person holding office in this Association is absent from regular meetings of the Executive Board after being duly notified on two consecutive occasions, or fails to perform the duties of office as prescribed by these Bylaws, said person's office shall be deemed vacant by recommendation of the Executive Board and shall be filled as provided in Section 8 of this Article. A person whose office is vacated shall have the right to appeal this recommendation at the next regular meeting of the Executive Board for final determination. In the event an officer is unable to attend a regular meeting of the Executive Board, said officer shall notify the President directly or through Association Headquarters. The body from which the officer is absent, i.e., the Executive Board of Directors, shall determine if said officer's absence is for cause. Any officer who fails to notify the President as prescribed herein shall be deemed to be absent without cause.
Section 11: Expense Reimbursement
Members of the Executive Board of Directors shall not receive any salary or compensation from TAAE but may be allowed reasonable and necessary committee type expenses incurred in performing duties assigned by the President or by the Executive Board of Directors.
Section 12: Duties of Officers
A. President: The President shall
1) preside at all meetings of the Association and , the Executive Board;
2) be an ex-officio member of all committees except the Nominations and Elections Committee;
3) be subject to the approval of the Board, make all appointments of officers and committee chairs necessary to execute the business of the Association;
4) approve, with the Treasurer, out-of-state travel expenses and car rental expenses on a case-by-case basis in advance of travel departure;
5) be required to give bond, the cost of the bond to be paid by the Association;
6) perform such other duties as may be directed by the Board.
B. President Elect
The President Elect shall
1) preside at all meetings in the absence of the President;
2) assume the office of President after serving his/her term as President Elect;
3) perform such other duties as may be directed by the President, or the Board;
4) oversee the duties of Legislative and Bylaws Committees.
C. Vice President
The Vice President shall
1) perform duties as may be directed by the President or Executive Board;
2) oversee the duties of Chair of the Conference Committee and Nominations Committee.
The Secretary shall
1) be responsible for audio-recording minutes of all meetings of the Association, the Annual Conference, the Executive Board;
2) supply written minutes thereof within 30 days of said meeting;
3) maintain current rosters of the officers of the Association, standing committees, ad hoc committees, and committee chairs;
4) oversee distribution of all notices as prescribed by these Bylaws;
5) perform such other duties as may be directed by the President, or the Board;
6) oversee the duties of the Chair of Awards and Scholarship Committees.
The Treasurer shall
1) oversee the duties of the Chair of the Finance Committee;
2) have charge of funds and disbursements of this Association, under the supervision of the Executive Board and subject to approval of the Board. All checks of the Association shall be signed by the Treasurer and/or President.
3) be required to give bond, the cost of the bond to be paid by the Association;
4) keep an itemized account of all moneys received and disbursed, including per capita dues or assessments from members, and chapters and make a report thereof with budget comparison at each Executive Board meeting;
5) with the President, approve out-of-state travel expenses and car rentals on a case-by-case basis in advance of travel departure;
6) perform such other duties as may be directed by the President, or the Executive Board.
F. Membership Liaison
The Membership Liaison shall
1) be responsible for fostering and developing TAAE Regional Schools;
2) provide promotional support to the annual conference;
3) foster public relation activities between professional groups, and other associations;
4) establish professional development venues for the alternative education profession through state sponsored events;
5) promote membership via member websites, advertising, conferences, newsletters and other activities in conjunction with the Chairs of the Membership / Public Relations / Website Committees.
G. Immediate Past President
The Immediate Past President shall serve as a member of the Executive Board and shall perform such other duties as may be assigned to him/her by the Executive Board and President.
ARTICLE VI - EXECUTIVE DIRECTOR
AAs the Association continues to grow and prosper, an Executive Director or professional management firm will be contracted to work with the Executive Board of Directors in the management of TAAE. The Executive Director serves the membership in its entirety. Such association functions as membership, financials, accounting, staffing, conferences, newsletters, data processing, lists, mailings, and representation of TAAE in all levels of business come into the realm of multitasking areas of the Executive Director. The management company will provide liability insurance for the Executive Board of Directors.
The Executive Director serves most specifically the President and the Executive Board of Directors. An informed analysis of overall operations of the association along with an objective of continuous improvement and achievement of association goals will be prioritized. Improvements for the association include committee guidance, recommendations to the Executive Board and President as well as documented critical performance goals. Toward that end, and the performance of the management company and the Executive Director will be evaluated yearly by the Executive Board of Directors prior to contract renewal.
ARTICLE VII - Use of TAAE Logo
Section 1: TAAE Logo
Any regional or local schools of TAAE may use the TAAE logo for purposes of promoting TAAE. Alterations or changes to the logo are prohibited without approval of the Executive Board of Directors.
ARTICLE VIII - GENERAL MEMBERSHIP
Section 1: Duties and Responsibilities
The General Membership shall be the supreme policy-making, governing body of the Association, giving overall direction and policy mandates for the operations of the Association. In the event of conflicts between actions or policies of the General Membership and the Executive Board, the actions and policies of the General Membership shall:
(a) approve all changes in the Articles of Incorporation and Bylaws of the Association;
(b) elect all officers of TAAE;
(c) establish appropriate policies for the operations of the Association.
Section 2: Voting Composition
The General Membership shall include all full dues paying members of the Association. Refer to Article IV, Section 2B of these bylaws.
Section 3: Meetings
The General Membership shall be notified and meet at the Annual Conference(s), which shall be held at a time determined by the Executive Board. Special meetings of the General Membership shall be called by the Executive Board of Directors.
Section 4: Quorum
The Members present at a TAAE Business meeting shall constitute a quorum for the transaction of business.
ARTICLE IX - COMMITTEES
Section 1: Standing Committees
A. The Standing Committees of the Association shall be: Finance; Membership, Public Relations, Website, Conference; Legislative; Bylaws; Awards & Scholarships and Nominations & Elections. The chair of each standing committee shall be appointed by the President, except that of Finance which shall be filled by the Treasurer. All other committees are subject to approval by the Executive Board. All committee chairs must be Active Members of the Association except the Bylaws Committee Chair if a professional parliamentarian has been hired to be chair. The President shall be an ex-officio member of all committees except the Nominations and Elections Committee. Committee members shall be appointed by the committee chair and shall be representative of the state's geographic, ethnic and regional diversity insofar as possible, and subject to approval by the President and the Executive Board.
B. Any Standing Committee Chair who is absent from one invited meeting of the Executive Board of Directors without cause, or who fails to perform his/her duties as prescribed by these Bylaws, may be removed from his/her position by the President who shall name a successor, subject to approval of the Executive Board, and without prior notice of such action. An absentee Chair shall inform the President and Association Headquarters of inability to attend any meeting. The Executive Board shall determine if the Chair's absence is for due cause. Any Chairperson who fails to notify the President as outlined above, except in cases of extreme emergency, shall be deemed absent without cause.
Section 2: Reimbursement of Expenses
Members of Standing Committees may be allowed reasonable and necessary committee type expenses incurred in performing duties assigned by the President or by the Executive Board of Directors.
Section 3: Duties of the Standing Committees
A. Bylaws Committee
Unless a professional parliamentarian has been hired to serve as the chair of the Bylaws Committee, the chair shall be appointed by the President and shall report to the President Elect. This committee shall:
1) compile and make recommendations of proposed Bylaws amendments to the Executive Board and the General Membership at General Meetings, Annual Conference or by online or written notification, following Executive Board Approval;
2) be chaired by a paid professional parliamentarian as the Board determines.
The Bylaws Committee shall consist of a minimum of three (3) Active Members;
A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
B. Conference Committee
The Chair of the Conference Committee reports to the Vice -President The committee shall:
1) have responsibility for implementing the Annual Conference seminars. Responsibilities shall include development of programs, speakers, site selection, and the good and welfare of TAAE attendees;
2) seek a host chapter or sponsor for future Annual Conferences with review of local chapter presentations and deliberation by the committees;
3) recommend future sites to the Executive Board. Site selections shall be made by the Executive Board of Directors. The Conference Committee core group shall consist of a minimum of five (5) Active Members. A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
C. Awards & Scholarship Committee
The Chair of the Awards & Scholarship Committee shall report to the Secretary.
The committee shall:
1) be responsible for developing, soliciting and selecting awards, with the assistance of the Executive Board, to be presented at the Annual Conference, i.e; president's plaque, special recognition awards, life membership award;
2) review the student scholarship applications and select a pre-approved number of applicants to receive the pre-designated amount of scholarship money;
3) be responsible for submitting and promoting Association members for awards or recognition at regional levels and with other agencies or associations. The Awards & Scholarship Committee shall consist of a minimum of six (6) Active Members. A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
D. Finance Committee
The Chair of the Finance Committee shall report to the Treasurer.
This committee shall:
1) recommend the policies governing the fiscal operation of the Association throughout the fiscal year, which shall commence on October 1, and end on September 30, both dates inclusive;
2) prepare and present a provisional annual budget for the ensuing fiscal year at the Annual Conference;
3) prepare and present an annual budget for the ensuing fiscal year subject to approval of the Executive Committee. The Finance Committee shall consist of a minimum of three (3) and a maximum of five (5) Active Members. A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
E. Membership Committee
The Chair of the Membership Committee shall report to the Chapter Liaison.
This committee shall:
1) recommend changes regarding membership issues, programs, and activities;
2) foster public relations activities between professional groups, chapters and other associations;
3) engage in activities which increase membership and promote active membership.
F. Legislative Committee
The Chair of the Legislative Committee shall report to the President Elect.
This committee shall:
1) recommend changes regarding legislative and governmental issues and positions related to the promotion and advancement of the purposes of the profession and the Association. Its recommendations shall be subject to approval by the Executive Board at its next regular meeting or called meeting. Recommendations shall be made to the Executive Board for actions and promotional activities designed to promote TAAE legislative initiatives;
2) strive to keep constant contact with state leaders at TEA and legislators moving bills which concern the field of alternative education;
3) strive to have a legislative agenda prepared by November 30 of each coming legislative year as recommendations to the Board;
4) actively promote Association positions and disseminate information to legislative and other governmental bodies. The Legislative Committee shall consist of a minimum of five (5) Active Members.
A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
G. Nominations and Elections Committee
The Chair of the Nominations Committee shall report to the Vice President. This committee shall perform the duties as described in Article V, Sections 3A and 3B. The Nominations Committee shall consist of three (3) Active Members. A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
H. Website Committee
The Chair of the Website Committee shall report to the designated Executive Board Member. The committee will work with the TAAE Executive Director in keeping the TAAE website relevant and current with TAAE activities, conference information, alternative education issues, and relevant links. The Website Committee shall consist of three (3) Active Members. A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
I. Newsletter Committee
The Chair of the Newsletter Committee shall report to the designated Executive Board Member. The committee will write, or solicit from others, relevant articles for submission to the TAAE Executive Director for publication in the TAAE newsletters and publicity documents. Use of articles will be at the discretion of the Executive Board of Directors and / or the TAAE Executive Director. The Newsletter Committee shall consist of at least three (3) active members. A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
J. Ad Hoc Committees
Ad hoc committees may be established and appointed by the President subject to the approval of the Executive Board at its next regular meeting. Ad hoc committees shall have a term of no more than one (1) year. Any ad hoc committee that needs to continue more than 1 year must be re-authorized by the Executive Board and the Chair must be re-appointed by the President of the Association. Committees shall consist of a maximum of three (3) Active Members. A list of committee members shall be on file at Association Headquarters before a committee may meet or function.
ARTICLE XI - AMENDMENTS TO BYLAWS
Section 1: Authority to Amend
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a simple majority vote of the General Membership present at any meeting, or by Internet Voting on the TAAE Website. All recommendations for bylaw changes must be submitted to the Executive Board of Directors at least seventy-five days or more prior to first day of the annual conference or Internet Vote on the TAAE Website. Within forty-five (45) days of the conference or the first date of the Internet Vote, a proposal with the intention to alter, amend or repeal those Bylaws at a meeting of the General Membership or by Internet Vote will be sent to TAAE Members.
Section 2: Proposed Amendments
All proposed amendments to these Bylaws shall be submitted in writing to the Executive Board seventy-five (75) days or more for review before presentation to the General Membership for voting. ( Voting on amendments may be held at any meeting of the General Membership or by Internet voting on the TAAE Website with the same timeline requirement for notification of the General Membership prior to voting.
ARTICLE XII - AUTHORITY
The rules contained in the current issue of Roberts’ Rules of Order Newly Revised shall govern the proceedings of the Texas Association for Alternative Education in all cases in which they are not inconsistent with these Bylaws CERTIFIED as the true and correct Bylaws of the TEXAS ASSOCIATION FOR ALTERNATIVE EDUCATION, as amended and adopted on February 7, 2013, and effective February 7, 2013. This certification executed on the 1st day of March 2013.
Print: TAAE President: Marsha Burris
Print: TAAE Treasurer: Keith Adams