ARTICLE II
MEMBERS
Section 1. Members of the Association. There is hereby established a class of members who shall be members of the Corporation, and who shall have voting rights in respect thereof as provided by these Bylaws. All members in this class of membership shall be members in good standing, and shall meet such other criteria as are adopted from time-to-time by the Board of Directors. Each member in this class of membership shall be entitled to one (1) vote.
Section 2. Other Classes of Members. The Board of Directors may establish such other classes or categories of members as it from time-to-time deems appropriate. Such other classes or categories of membership shall not be members of the Corporation, and shall not have voting rights in respect thereof.
Section 3. Benefits, Dues and Policies. The Board of Directors may establish, and from time-to-time amend, membership qualifications, benefits, dues, and policies for each class or category of membership established by these Bylaws or by the Board. The term of membership for each year shall be July 1 – June 30. New memberships shall be considered effective upon receipt of the membership enrollment form.
Section 4. Suspension, Termination, and Appeal. The Board of Directors, by an affirmative vote of a three fifths (3/5) majority of all members of the Board, may suspend or terminate a member at a meeting whose notice shall include such proposed suspension or termination. The Board shall notify the member promptly of his or her suspension or termination. Any member may appeal his or her suspension or termination by filing a written appeal with the Secretary of the Board within thirty (30) days of the date the Board mailed the notice of suspension or termination. The Board shall consider the appeal at the next regularly scheduled meeting. The decision of the Board shall be final.
Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary of the Board.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Special Meetings. Special meetings of the Association shall be held upon presentation of a written petition signed by not less than twenty percent (20%) of the voting members of the Association who are in good standing. The petition shall also specify the purpose, or purposes, of the special meeting.
Section 2. Notice. Notice of any special meeting of the Association shall be given at least fifteen (15) days prior to the date of the special meeting. Notice may be given personally, by mail to the last known address of any member, or by electronic means with or without proof of receipt required as determined by the Board.
Section 3. Waiver of Notice. Whenever any notice is required to be given to any member, director or other person under the provisions of these Bylaws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 4. Voting and Proxy. Members shall be present in person to vote, provided that with reasonable notice to the Board President, a member may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear each other simultaneously. Proxy voting shall not be allowed.
Section 5. Quorum. Ten percent (10%) of all voting members in good standing shall constitute a quorum at any special meeting of the Association.
Section 6. Membership Lists. The Board of Directors shall maintain, or cause to be maintained, accurate lists of members eligible to vote at any special meeting called by the members, in accordance with applicable law and Governance Policies and Procedures.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The activities, property, monies, and affairs of the Association shall be managed by the Board of Directors (hereinafter Board) who may exercise all such powers of the Association as are permitted by statute, the Articles of Incorporation, and these Bylaws.
Section 2. Number. The Board shall consist of twenty-nine (29) members, which shall be made up of the following: the elected officers specified in Article V, Section 1 of these Bylaws; the Region Presidents, and the Chairpersons of the standing committees. This number may be increased or decreased from time-to-time by amendment of these Bylaws, provided that the number of directors shall not at any time be less than three (3), and that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
Section 3. Ex-officio members. The NAESP representative and any NAESP Board Member from Texas shall be an ex-officio non-voting member of the Board, and shall have such duties and responsibilities as are determined from time-to-time by the Board. The Executive Director of the Association and Chairpersons of special committees shall also be ex-officio non-voting members of the Board.
Section 4. Qualifications. Any voting member of the Association in good standing who deals directly with early childhood through grade eight instructional programs may be elected to the Board of Directors. Should members of the Board become ineligible to be voting members as described in the Governance Policies and Procedures, they shall automatically relinquish their position on the Board of Directors, Executive Committee, committee chairperson, or representative on an inter-association committee. The Board may establish, and from time-to-time amend, such other qualifications as are deemed appropriate, or as the needs of the Association require.
Section 5. Election. The Officers shall be elected as provided in Article V of these Bylaws. The Region Presidents, upon election, shall become members of the Board of Directors. The Chairpersons of the standing committees shall not be elected, and shall be appointed by the President, subject to review and confirmation by the Board. The NAESP Representative shall be elected in a manner similar to the election of officers.
Section 6. Term of Office. The term of office for directors other than state officers shall be one (1) year. The one-year term may be repeated only once consecutively. Directors who are Standing Committee chairs may be reappointed to additional terms.
Section 7. Filling of Vacancies. Any vacancy in the Board, or a vacancy created as the result of an increase in the number of directors, shall be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum, at any regular or special meeting of the Board, provided that the notice of the meeting shall state that the filling of vacancies is to be considered. Any director appointed to fill a vacancy shall hold office until the end of the term of the vacancy to which he or she was appointed. Vacancies created by an increase in the number of directors shall be appointed so as to meet the requirements for rotation as provided in Section 2 above.
Section 8. Removal and Resignation. Any director may be removed, either for cause or without cause, at any regular or special meeting of the Board by an affirmative vote of a majority of the number of directors fixed by these Bylaws, provided that the notice of the meeting shall state that removal of the director is to be considered. Any officer or director may resign at any time by sending written notice by certified mail to the Chair of the Board. The resignation shall take effect at the time specified, but in no case before notice is received.
Section 9. Annual Meeting of the Board of Directors. There shall be an annual meeting of the Board of Directors, which shall be the first Board meeting of the fiscal year. At the meeting, the Board may transact any and all business that may come before the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.
Section 10. Regular Meetings. Regular meetings of the Board shall be held at such places and at such times as determined and communicated to all directors, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws. There shall be not less than four (4) regular meetings of the Board each year.
Section 11. Special Meetings. Special meetings of the Board shall be held at such places and at such times as may from time-to-time be determined by the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws. Unless otherwise specified in these Bylaws, any and all business may be transacted at any regular or special meeting of the Board. Special meetings may be called by the President, or by the written request of fifty percent (50%) of the directors in office.
Section 12. Notice. Notice of the Board of Directors annual meeting and of any regular meeting shall be given not less than (30) days prior to the date of the meeting. Notice of any special meeting of the Board shall be given at least seven (7) days prior to the date of the special meeting. Notice may be given personally, by mail to the last known address of any director, or by electronic means with or without proof of receipt required as determined by the Board. Unless otherwise required by law or these Bylaws, neither the business to be transacted, nor the purpose of the meeting need be specified in the notice of the meeting. In case of an emergency declared by the Board President, the seven day notice may be waived.
Section 13. Waiver of Notice. Whenever any notice is required to be given to any director or other person under the provisions of these Bylaws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 14. Quorum. At all meetings of the Board, the presence of a majority of the number of directors fixed by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business. If at any time a director suggests the absence of a quorum, the roll shall be taken immediately to determine if a quorum is present. In the absence of a quorum the meeting may be adjourned to such a time and place as determined by the Board when a quorum will be present. No notice, other than announcement at the meeting, shall be required to continue the meeting of the Board.
Section 15. Actions of the Board. The act of a majority of the directors present in person at any meeting where a quorum is present shall constitute an act of the Board of Directors, unless a different number is specifically required by these Bylaws.
Section 16. Voting and Proxy. Directors shall be present in person to vote, provided that with reasonable notice to the Board President, a director may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously. Proxy voting shall not be allowed.
Section 17. Consent. Any action permitted or required to be taken at any meeting of the Board may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote of the Board.
Section 18. Attendance. If any director fails to attend any two (2) meetings within one (1) year, the director shall be deemed to have submitted his or her resignation from the Board. The Board, for good cause shown, and upon verification, may refuse to accept the resignation of any director.
Section 19. Compensation. No director shall receive compensation as the result of his or her service on the Board or on any committee of the Board. Nothing contained in this section shall prohibit any director from receiving reimbursement for actual expenses incurred on behalf of the Association, provided that the expense was authorized by the Board. Nothing contained in this section shall prohibit any director from being reimbursed for expenses incurred in attending meetings of the Board or any committee of the Board, subject to applicable policies and procedures on reimbursement adopted by the Board.
ARTICLE V
OFFICERS, AGENTS AND EMPLOYEES
Section 1. Elected Officers. The elected officers of the Association shall be a President; a President-Elect; a Vice President; and two Members-at-Large. The Association will elect a Vice President annually for progressive service in a 3-year Presidential track and a Member-at-Large annually.
Section 2. Qualifications. Any candidate who seeks to be an officer of the Association shall have been a member of the corporation and in good standing for at least three (3) consecutive years immediately prior to nomination, and had experience as an officer of the Association, as a Region President, or as a member of a state association standing committee. Further, any candidate shall be a person who is currently a practicing administrator who deals directly with early childhood through grade eight instructional programs.
Section 3. Nomination.
a) Nomination. Each person seeking a State officer position shall obtain the nomination of the regional Executive Committee, and submit a letter signed by the Region President to the Association no later than the date established by the Board, or its designee.
b) Procedure in event that no candidate is nominated. In the event no candidate is nominated for any one or more of the elected offices listed in subsection 1 of this Article, nomination for such office or offices shall be made by a Nominating Committee in accordance with the provisions of these Bylaws.
c) Procedures in event that insufficient candidates are nominated. Sufficient nominations for any office shall be made by the Nominating Committee in accordance with the provisions of these Bylaws.
d) Announcement. Announcements of nominations for each office shall be published in the Association’s publications.
Section 4. Election.
a) Ballots. The ballot shall contain the names of the nominees for each office, and shall be mailed or transmitted in an Association communication to all voting members in good standing by the date established in the Governance Policies and Procedures. This communication shall be clearly marked “BALLOT” and contain the vitae of the nominees. Marked ballots shall be received in the Association headquarters office not later than the date established in the Governance Policies and Procedures. Ballots received after that date shall not be counted.
b) Canvass. A designated elections committee shall canvass the votes and tabulate the results within seven days of the close of voting. The nominee receiving the majority of the votes for each office shall be declared elected and notified.
c) Run-off. In the event no nominee receives a majority of the votes for the office being sought, a run-off election shall be conducted between the two candidates receiving the greatest number of votes. A ballot prepared by the Chairperson of the designated elections committee shall contain the name of the office and the two candidates for each office for which a run-off election is required and shall be mailed to all voting members in good standing not later than the date established in the Governance Policies and Procedures. Marked run-off ballots shall be received in the Association’s office not later than the date established in the Governance Policies and Procedures. Ballots received after that date shall not be counted.
d) Run-off Canvass. The designated elections committee shall canvass the votes and tabulate the results of the run-off election within seven (7) days of the close of the voting. The candidate receiving a majority of the votes for each office shall be declared elected, and the winner shall be notified.
e) Expenditures. Total campaign expenditures by a candidate, or by others in behalf of any candidate, shall not exceed an amount to be established annually by the Board.
f) Date. Each elected officer shall assume his or her official duties on the date fixed by the Board.
g) Disqualification. The Board shall disqualify a candidate for election if the candidate violates the Governance Policies and Procedures established by the Board.
Section 5. Appointive Officers, Agents, and Employees. The Board shall appoint an Executive Director who shall be the chief executive officer of the Association. The Board may appoint such other officers, assistant officers, agents and employees as it deems necessary, or as the needs of the Association require.
Section 6. Simultaneous Offices. No person shall hold more than one of the offices designated in Section 1 above at the same time unless the Board shall first declare an emergency, and designate an officer to perform the duties created by the vacancy of another officer. In no case shall the President and the Secretary be the same person.
Section 7. Term of Office, Removal, Filling of Vacancies. The President track shall be a three-year total commitment and shall automatically progress based on the following terms: Vice President (1 year), President-Elect (1 year) and President (1 year), each with a one-year term limit. The Member(s) at-Large shall serve a two-year term which will be staggered to ensure continuity. Each elected officer shall hold office for the term until it expires or until his or her death, resignation, disqualification, or removal from office as provided in these Bylaws. Any officer may be removed at any time by a majority of the number of directors fixed by these Bylaws, when, in the judgment of the Board, such removal shall be deemed in the best interest of the Association, and provided that the notice of the meeting shall state that removal of officers is to be considered. If the office of President shall become vacant, the President–Elect shall become President immediately, and shall complete that term plus the next full term of office. If any other office becomes vacant for any reason, the vacancy may be filled by an affirmative vote of a majority of the number of directors fixed by these Bylaws.
Section 8. President. The President shall have general supervision of the affairs of the Association; shall preside at all meetings of the Board, the Executive Committee, and the Association; shall call meetings of the Board and the Executive Committee; shall have general authority to execute bonds, deeds and contracts in the name of the Association; shall sign all official documents on behalf of the Association as required; shall appoint all Committee Chairpersons unless otherwise designated by these Bylaws; shall appoint such other officers and agents as are necessary for the operation of the Association; and in general, shall exercise all powers usually pertaining to the President of an Association. All powers and duties of the President shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time-to-time determined by the Board.
Section 9. President-Elect. The President-Elect shall serve as an assistant to the President; shall assume the duties of President in the absence of the President; shall exercise such other powers and duties as may be determined from time-to-time by the Executive Committee or the Board; and assumes the office of President by progression after serving as President Elect. All powers and duties of the President-Elect shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time-to-time determined by the Board.
Section 10. Vice President. The Vice President shall, in the absence of the President or the President- Elect, perform the duties of President of the association, shall have such other powers and duties as may be determined from time-to-time by the Executive Committee or the Board, and assumes the office of President-Elect by progression after serving as Vice President. All powers and duties of the Vice President shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time-to-time determined by the Board.
Section 11. Members-at-Large. The duties of each Member-at-Large shall be outlined in board policy. All powers and duties of Members-at-Large shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time-to-time determined by the Board.
Section 12. Other Powers and Duties. In addition to the powers and duties enumerated above, the elective and appointive officers, assistant officers, agents, or employees of the Association shall perform such other duties, and have such other powers as are provided in the Articles of Incorporation, these Bylaws, and the policies and procedures adopted by the Board, or as are otherwise determined from time-to-time by the Board.
ARTICLE VI
COMMITTEES OF THE BOARD
Section 1. Executive Committee. There is hereby created an Executive Committee of the Board which shall consist of the President, President-Elect, Vice President, and two Members-at-Large. The Executive Director of the Association shall serve as an ex-officio, non-voting member of the Executive Committee. The NAESP representative shall also serve as an ex-officio non-voting member of the Executive Committee. Any NAESP Board Member from Texas shall serve as an ex-officio non-voting member of the Executive Committee during their term of office.
Section 2. Powers and Duties of the Executive Committee. The Executive Committee shall have the authority to act on behalf of the Association in the intervals between Board meetings, shall be responsible for recruiting, hiring and evaluating the Executive Director, and shall have such other powers and duties as may from time-to- time be determined by the Board. The Executive Committee shall keep accurate records of its proceeding and report all actions to all directors on the Board. All actions of the Executive Committee shall be subject to review and confirmation by the Board in such a manner as is determined from time-to-time by the Board.
Section 3. Nominating Committee. There is hereby created a Nominating Committee which shall consist of six(6) to eight (8) members, who shall be appointed by the Executive Committee. The President-Elect shall serve as the representative of the Executive Committee, and four (4) to six (6) members shall be selected to represent the size and geographic location of the regions to the extent possible. Members of the Nominating Committee shall be ineligible to run for state office. The Executive Committee shall name one of the members so appointed to serve as the chairperson of the Nominating Committee. The Executive Director shall serve as an ex-officio non-voting member of the Nominating Committee.
Section 4. Powers and Duties of the Nominating Committee. The Nominating Committee shall conduct an annual skills and needs assessment of the Board; shall maintain a sufficient pool of qualified potential Board members to allow for normal replacement and unforeseen vacancies; shall develop Nominating Committee policies and procedures subject to the approval of the Executive Committee and the Board; shall in the event there are not at least two candidates for each of the offices of Member at-Large and Vice President, nominate two (2) qualified and eligible candidates for the office or offices for which no nomination was received. If a candidate for Vice President is currently serving their second year as Member At-Large, they may run unopposed if another candidate does not submit their name by the deadline.
Section 5. Other Committees. The President, or the Board, may establish such other committees as are necessary for the operation of the Association. All other committees shall have only those powers and duties specifically designated by the Board, and shall perform such tasks and activities as may be determined from time-to-time by the Board. All committees of the Association shall keep accurate minutes, copies of which shall be filed with the Board as directed by the Secretary or the Board. All committees of the Association shall give adequate notice of meetings as determined by the committee, but in no case shall the notice be less than seven (7) days. Standing committees of the Association shall be chaired by a director, and may have members who are not officers or directors of the Association.
ARTICLE VII
REGION AND LOCAL ASSOCIATIONS
Section 1. Region Associations. The Board shall divide the State into twenty (20) regions, each of which shall be affiliated with the state association.
Section 2. Structure. Regions shall comply with the requirements of these Bylaws and the Governance Policies and Procedures as a condition of affiliation with the state association.
Section 3. Local Associations. Local associations of elementary principals and supervisors may affiliate with TEPSA only through their regional organizations. The Board may establish such requirements and structure for the local associations as it from time-to-time deems appropriate.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. Indemnification. The Association shall indemnify an officer or director of the Association against reasonable expenses incurred by the director in connection with any proceeding in which the director is named as a defendant or respondent because he or she is, or was, a director of the Association, subject to the limitations in the Articles of Incorporation and these Bylaws.
Section 2. Conditions. The Association shall have no obligation to indemnify an officer or director if the director is found liable for:
a) a breach of the director’s duty of loyalty to the Corporation;
b) an act or omission not in good faith that constitutes a breach of duty of the director to the Corporation;
c) an act or omission that involves intentional misconduct or an intentional violation of the law;
d) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or,
e) an act or omission for which the liability of a director is expressly provided for by an applicable statute.
Section 3. Limits. The Board may adopt, and from time to time amend, reasonable limits on the expenses of any officer or director for whom indemnification is provided.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 1. Dividends Prohibited. No part of the net income of the Association shall inure to the benefit of any private shareholder or individual; no dividends shall be paid; and no part of the income of the income of the Association shall be distributed to its officers or directors.
Section 2. Loans to Officers and Directors. No loans shall be made by the Association to any officer or director for any reason at any time.
Section 3. Fiscal Year. The fiscal year of the Association shall be fixed, and may be changed from time-to-time, by resolution of the Board.
Section 4. Governance Policies and Procedures. The Board may adopt Governance Policies and Procedures to implement the provisions of these Bylaws. Governance Policies and Procedures shall take effect and be in force upon approval, unless a later date is specified in the rule.
Section 5. Parliamentary Authority. The most recent edition of Roberts Rules of Order-Newly Revised shall govern the conduct of business in all cases in which they are applicable, and not in conflict with the Articles of Incorporation or these Bylaws.
Section 6. Effective Date. All provisions of these Bylaws shall be in effect from and after the date of approval.
ARTICLE X
DISSOLUTION
Section 1. Dissolution. The Association may be dissolved by resolution approved by a majority of the directors in office, even though less than a quorum, or by a sole remaining director. After providing for the payment of all debts, the satisfaction of all liabilities, and the expenses of dissolving the Association, any assets remaining upon dissolution of the Association shall be disposed of by the remaining directors in accordance with the provisions of the Articles of Incorporation and applicable law.
Section 2. No benefits. No part of the cash or assets of the Association shall inure to the benefit or any current or former director or officer, or current or former employee.
ARTICLE XI
AMENDMENTS TO BYLAWS
Section 1. Amendments. These Bylaws may be altered, amended, or repealed, or new Bylaws adopted at any time pursuant to the provisions of these Bylaws.
Section 2. Amendments by the Board. The Board may propose and make amendments to any provisions of these Bylaws, except those areas reserved to the membership, subject to the requirements for notice and approval contained in these Bylaws.
Section 3. Areas of Amendment Reserved to the Membership. The following areas of these Bylaws may be altered, amended, repealed, or new language adopted only by an affirmative vote of the membership, subject to the requirements for notice and approval contained in these Bylaws:
a) Article II, Section 1. Voting rights of the class of members who are members of the Corporation;
b) Article IV, Section 2. Number of directors;
c) Article IV, Section 5. Election of directors;
d) Article IV, Section 6. Term of office of directors; and,
e) Article XI, Section 3. Areas of amendment reserved to the membership.
Any member of the Association in good standing may propose an amendment to these areas of the Bylaws by submitting the amendment in writing to the President of the Board of Directors pursuant to procedures in the Governance Policies and Procedures.
Section 4. Notice and Approval of Amendments Proposed by the Board. Amendments proposed by the Board may be approved at any meeting of the Board of Directors, provided that the notice of the meeting shall state that amendments to the Bylaws are to be considered, and provided further that the notice shall contain a copy of the proposed amendment or amendments. Approval of the amendment or amendments shall require an affirmative vote by a three fifths (3/5) majority of the number of directors in office.
Section 5. Notice and Approval of Amendments Proposed by the Membership. Amendments to areas of these Bylaws reserved to the membership may be approved by mail, by electronic means, or at any meeting of the Association. In the case of approval by mail, the mailing shall include a copy of all proposed amendments and instructions on voting procedures. In the case of approval at a meeting of the Association, the notice of the meeting shall state that amendments to the Bylaws are to be considered, and shall include a copy of the proposed amendments. Information concerning the proposed amendment or amendments shall also be published in the last newsletter preceding the mailing or meeting. Approval by either method shall require an affirmative vote of three fifths (3/5) of the members in good standing voting on the amendment.
Section 6. Effective Date. All amendments to these Bylaws shall go into force and effect upon the date of approval, unless a later effective date is specified in the amendment.
