The Texas Leadership Center (hereinafter referred to as "the Center"), having been created by action of certain voluntary, non-profit, incorporated associations, the Texas Association of School Administrators, the Texas Elementary Principals and Supervisors Association and the Texas Association of Secondary School Principals, shall be governed in accordance with these Bylaws.
1. Purpose and Objectives
The Texas Leadership Center shall be organized and operated exclusively for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. Solely in furtherance thereof, the Center's purpose shall be to:
collect and disseminate information within the state concerning exemplary leadership practices, leadership research findings, and administrator performance appraisal strategies;
provide leadership training through a training-of-trainers approach;
provide technical assistance to school administrators concerning professional development training programs designed to enhance their leadership performance;
foster interorganizational collaboration to encourage a cooperative effort to improve administrator skills among the key entities concerned with administrator leadership development; and
conduct any other activities or business related to public education.
2. Nature of the Organization
To be eligible to participate in the Center, an educational entity or individual may pay such fees and subscriptions as may be determined from time to time by the Board of Directors of the Center.
3. Establishment of the Board
The Center shall be governed by a Board of Directors (hereinafter "the Board"). The Board shall govern and manage the Center pursuant to these Bylaws and shall have the further functions, powers, and duties as hereinafter set forth.
In the event that an individual appointed to the Board while serving as an officer or employee of a local educational entity or other governmental body subsequently ceases to serve as such an officer or employee, that person's position as a member of the Board shall automatically be declared vacant and shall be filled in conformity with paragraph 5 below. However, nothing in these Bylaws shall prevent the subsequent reappointment, as a private citizen, of such a former officer or employee to the Board.
The Board shall consist of nine (9) members, including the President, President-elect and Vice President of the Texas Association of School Administrators and six other members who shall be appointed by the President of the Texas Association of School Administrators. Of these six appointments, at least three shall be active members of the Texas Association of School Administrators.
4. Advisory Committees
The Board shall establish advisory committees, as it deems necessary, to assist the Board in the furtherance of the purposes and objectives of the Center.
Any vacancy on the Board due to the death, resignation, removal, or the inability or unwillingness of any member or appointee to serve, as may be determined in the sole discretion of the Board, shall be filled for the unexpired term in the same manner as the original appointment was made. If no appointment to fill a vacancy is made within sixty (60) days of the creation of the vacancy, the Board shall fill the vacancy for the unexpired term after seeking the advice of the person exercising the original power of appointment. Any vacancy on an Advisory Committee established by the Board shall be filled for the unexpired term in the same manner as the original appointment was made.
6. Terms of Board Members
In making initial appointments to the Board, terms shall be staggered as necessary, in accordance with procedures established by the Board, to ensure continuity in Board membership. Subsequent terms of appointment shall be for three (3) years, except for appointments to fill unexpired terms, as set forth in paragraph 5 above. No person shall serve more than two (2) consecutive three (3) year terms after serving an initial term of less than three (3) years. Terms shall begin on June 1 and end on May 31.
7. Election of Officers: Meetings
The Board shall meet at least three times a year. The Board shall designate an annual meeting date for the purpose of electing officers and for the transaction of other business that may come before it. The Board shall at its annual meeting elect one of its members as Chairperson, and another of its members as Vice Chairperson, each being elected from among the six appointed members of the Board. The Board may, in its sole discretion, elect one of its members as Secretary or shall designate a Secretary who may or may not be a member of the Board itself. The Secretary shall keep the minutes and records of the Board.
The Board shall hold such other meetings as are deemed appropriate and necessary for the transaction of its general business, when called by the Chairperson or requested in writing by three (3) board members. Upon receiving such written request(s), the Chairperson shall call a Board meeting within thirty (30) days after the latest of the three (3) requests. The Chairperson of the Board shall set the time, date, and place for all meetings and shall give no less than ten (1) days written notice to all Board members. Notice may be waived if a majority of the Board of Directors file with the Secretary of the Center, at the Board meeting, a written instrument affirmatively waiving the notice requirement contained herein.
A majority of the members of the Board will constitute a quorum. When a quorum exists, concurrence of a majority of those present and voting at and Board meeting shall be necessary for any official action to be taken by the Board.
The Chairperson may conduct valid Board business without a physical meeting of the Board members by arranging a telephone conference call or web conference between Board members. A majority of the full Board of Directors must concur for any action taken pursuant to a telephone conference/web conference Board meeting to be valid, and any such action taken in such a Board meeting, as reflected by the minutes, shall be ratified at the next physical meeting of the Board.
The Chairperson may also request, and the Board may take, action between meetings of the Board by mail ballot. Actions taken by mail ballot by a majority of all members of the Board of Directors shall constitute valid Board action and shall be ratified at the next physical meeting of the Board.
On any occasion when a meeting is called and a quorum of Board members is not physically present, the Chairperson may conduct valid business by polling the Board members who are present and then polling the absent Board members by phone/email during the course of the meeting. A majority of the full Board of Directors must concur for any action taken to be valid and any such action shall be ratified at the next physical meeting of the Board.
The Chairperson shall preside at all meetings of the Board of Directors and shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties and have such other authority and powers as the Board of Directors may prescribe.
The Chairperson, in furtherance of the Center, may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation.
10. Vice Chairperson
In the absence of the Chairperson or in the event of his/her inability or refusal to act, the Vice Chairperson shall perform the duties of the Chairperson, and when so acting shall have all the duties of, and be subject to all the restrictions upon, the Chairperson. The Vice Chairperson shall perform such other duties as from time to time may be assigned to him/her by the Chairperson.
The Secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; the Secretary shall attend to the giving and serving of all notices. In furtherance of the purposes of the Center, ·the Secretary shall sign with the Chairperson in the name of the Center, or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments to which the Center is a party. The Secretary shall have charge of the Center's books, records, securities, and such other books and papers as the Board of Directors may direct. The Secretary shall in general perform all duties incident to the office of Secretary subject to the control of the Board of Directors.
In the absence of the Secretary, the Chairperson may appoint any person other than the Chairperson, to act as Secretary during such absence.
12. Board of Directors Expense Reimbursement
The elected, qualified, and acting members of the Board shall serve without compensation, but shall be entitled to reimbursement for actual, necessary, and reasonable expenses incurred in the performance of their duties. No member of the Board shall be compensated by the Center for services as an employee, consultant, independent contractor, or in any other capacity.
13. Powers and Duties
The Board, in addition to other powers and duties herein confirmed and imposed or authorized by law, shall have the following powers and duties, provided all such powers and duties must be exercised in a manner to assist in accomplishment of the Center's research and development and technical assistance goals and in furtherance of a public purpose which will assist in accomplishing the purposes and objectives as set forth in these Bylaws and the Center's Articles of Incorporation establishing the Center:
A. The Board may contract for such professional services as it may deem necessary and shall determine the time, manner, and payment thereof.
B. The Board shall have the general power to make and enter into all contracts, leases, and agreements necessary or convenient to carry out any of the powers granted under these Bylaws or any other law. All such contracts, leases, and agreements, or other legal documents herein authorized shall be approved by resolution of the Board and shall be executed by those individuals designated in such resolution. In the absence of such designation, either the Chairperson or the Vice Chairperson shall execute all such resolutions; and the Secretary shall attest to the execution of all such resolutions. Specifically, the Board shall be authorized to contract with any qualified organization to perform any of the functions necessary for the carrying out of the purposes of the Center including administrative services, data processing, legal services, and all other services that the Board shall deem necessary. In the event such contract with a qualified organization is entered into, then such qualified organization shall be required to report annually to the Center on its compliance with the terms and conditions of the contract. Such report shall include a statement of expenses and expenditures. Any such contact entered into by the Center shall be in accordance with and pursuant to the Center's annual budget or any properly authorized budget amendment.
C. The Board shall make provision for proper accounting and management reporting procedures.
D. The Board shall require an annual audit of the books of the Center and an annual financial statement of the Center. The audit and financial statement shall be prepared by a Certified Public Accountant. In addition to the annual audit the Board may require an audit at other times it deems appropriate.
E. The Board shall carry out all of the duties necessary for the proper operation and administration of the Center's projects and programs and to that end shall have all of the powers necessary for the effective administration of the affairs of the Center.
F. The Board shall arrange for the investing of the monies, if any, of the Center so as to keep the same invested according to law. The Board shall provide for the banking of monies of the Center and proper security of investments. Center funds shall be invested with financial institutions within the State of Texas and shall be fully secured by the Federal Deposit Insurance Corporation of the Federal Savings and Loan Insurance Corporation.
G. The Executive Director of the Texas Association of School Administrators shall serve as Program Administrator and shall have such duties and responsibilities as the Board may determine. The Program Administrator shall recommend to the Board, an individual who shall serve as Director. The Program Administrator shall conduct a performance evaluation of the Director at least annually, and shall present the evaluation report to the Board.
H. The Board shall require the securing of a fidelity bond upon all businesses or persons charged with the duty of handling any of the monies or investments of the Center or any project undertaken by the Center.
I. No power or duty set forth in paragraphs A through J above shall be treated as empowering the Center to engage, otherwise than as an insubstantial part of its activities, in activities which in themselves, are not in furtherance of the educational purposes of this Center, as interpreted and applied by pertinent Internal Revenue Service Regulations.
The Board of Directors may accept on behalf of the Center any grant, contribution, gift, bequest, or devise for the general purposes or any special purpose of the Center provided that such grant, contribution, gift, bequest, or devise may be used only in a manner consistent with the purposes and objectives of the Center. In the event of dissolution of the Center, all grants, contributions, gifts, bequests, or devises will be used to pay any outstanding indebtedness incurred by the Center and then any remaining funds shall be distributed for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code through payments to such entities as have contributed funds to the Center.
15. Fiscal Year
The fiscal year for the Center shall begin on the 1st day of September of each year and end on the 31st day of August of the succeeding year.
16. Books and Records
The Center shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
17. Liability of Directors
Board members shall use ordinary care and diligence in exercise of their powers and in the performance of their duties hereunder. They shall not be liable for any mistake of judgment or other action made, taken or omitted by them in good faith; nor for any action taken or omitted by any agent, employee, or attorney selected by the Board with reasonable care; nor for any loss incurred by the Center through investment of account funds, or failure to invest same. No Board member shall be liable for any action taken or omitted by any other Board member. Each Board member shall not be liable to the Center for any act or omission in the Board member's capacity as a Board member.
18. Indemnification of Officers, Directors, and Employees
The Board shall have the power and authority to indemnify and hold harmless to the full extent permitted by law any person who is or was a Board member, Officer, Employee or Agent of the Center. In addition, the Center may purchase and maintain insurance on behalf of any person who is or was a Board member, Officer, Employee or Agent of the Center against any claims asserted against him/her or incurred by him/her in any such capacity or arising out of his status as such, regardless of whether the Center would have the power to indemnify him/her against such liability.
19. Termination of the Center
Termination of the Center shall be in accordance with the provisions of Section 501 (c) (3) of the Internal Revenue Code, as implemented by Texas law. Termination shall only occur by an action by the majority of the total membership of the Board of Directors. Upon dissolution of the Center, assets remaining will be used to pay any outstanding indebtedness incurred by the center, together with any outstanding contractual obligations, and then any remaining funds shall be distributed for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.
20. Amendments to Bylaws
These Bylaws may be amended at any time and from time to time by a two-thirds vote of the members of the Board of Directors present and voting, provided that no less than ten (10) days written notice of the proposed Bylaws change has been given to all Board members.
21. Effective Date
Adopted originally July 12, 1989.
Amended September 9, 1992.
Amended April 21, 1994.
Amended September 15, 1994.
Amended September 17, 1997.
Amended June 26, 2006.
The effective date of this constitution and bylaws as amended shall be June 26, 2006.