• Article I—Name and Purpose of Organization

    Name
    The name of the organization shall be the Texas Council of Women School Executives (TCWSE).

    Purpose
    The organization is established to help women enter administrative positions and to advance to higher positions.  Administrative skill enhancement will be provided through regional efforts and the annual state conference.

    Article II—Objectives and Policies

    The objectives and policies of this organization shall be to:

    • establish a support system to assist women entering administrative positions;
    • provide opportunities to develop skills for career advancement;
    • encourage women to accept responsible positions; and
    • provide women in administration the opportunity to share experiences and develop a network for professional development.

    Article III—Membership

    Section A.  Requirements for Membership
    State. Any person interested in the objectives and purposes of this organization may become a member by submitting a membership application and payment of annual dues.

    Regional Council. Membership in regional councils shall be determined by each individual regional council.

    Section B.  Class and Status of Membership
    Membership and categories of the organization shall be:

    Active. An active member shall pay annual dues to the organization and participate in activities of the organization appropriate for the individual member.

    Student. Upon proof of enrollment in a university or college, a student shall pay annual dues at a lesser rate and participate in the activities of the organization.

    Honorary. Honorary membership is given to all past presidents and may be extended by the Executive Board to persons who have made outstanding contributions in promoting the purposes of the organization.

    Regional Councils. Individuals may be members of their regional council, the state council, or both.

    Article IV—Financing

    Section A.  Funding
    The Texas Council of Women School Executives is a nonprofit organization and shall be self-sustaining.  The organization shall abide by the laws of the State of Texas regarding the governance of a nonprofit organization.  Funds generated shall be used for postage and printing, and conference and other expenses incurred or approved by the president.

    Section B.  Dues
    Active. Annual dues of active members shall be established by the Executive Board.  The annual term of membership shall extend from September 1-August 31.

    Student. Annual dues of student members shall be established by the Executive Board. The annual term of membership shall extend from September 1-August 31.

    Section C. Regional Council

    • Regional council dues and term of membership shall be determined by each individual council.
    • If the regional council ceases to exist, becomes inactive for a period of two years, or ceases to be affiliated with the state organization, any local bylaws will be null and void.
    • Any funds remaining in the treasury of the regional council shall be sent to the Executive Secretary/Treasurer of the state organization, where the funds will be held for a period of one year.  If the regional council has not reactivated, these funds become part of the state organization's scholarship fund.

    Article V—Meetings, Special Meetings, and Conferences

    Section A.  Conferences
    One conference will be held annually.  This conference will provide women administrators and other interested participants with information and program topics that are consistent with the purpose of TCWSE.

    The TCWSE Annual Conference will be held in conjunction with TASA's Midwinter Conference held each winter.

    Regional conferences may be held by the affiliate organizations.

    Section B.  Meetings
    Meetings of the membership will be held in connection with TCWSE's Annual Conference.  Special meetings may be called by the President of TCWSE.

    Article VI—Executive Board

    Section A.  General Powers
    The business and affairs of the organization shall be managed by its Executive Board.

    Section B.  Number and Term
    The number and term of office shall be determined by the Executive Board. In the event of a mid-year vacancy, an interim board member shall be considered at the next Executive Board meeting.

    Section C.  Executive Board Membership
    The Executive Board shall consist of the elected officers, Legal Counsel, members of the Regional Advisory Committee, and five members of the Review Committee of Past Presidents. The five members of the Review Committee of Past Presidents eligible to vote are determined as follows: for electronic voting purposes, the five members with the most current terms; for face-to-face meetings, of those present at the time the quorum is established, the five members with the most current terms. All other members of the Review Committee of Past Presidents will be considered ad hoc members for that meeting. The elected officers and members of the Regional Advisory Committee are eligible to vote. TCWSE’s Legal Counsel is an ex-officio member.

    Section D. Regional Advisory Committee Members
    A functioning regional council may submit a recommendation for its Regional Advisory Committee (RAC) member. If no functioning regional council is in place, the vice-president shall send a recommendation for filling that RAC position to the President. The President shall send the recommendation electronically to the Executive Board for a vote to be conducted within a specified period of time. RAC members shall be ratified annually by the Executive Board.

    Section E. Transaction of Official Business
    In order to transact official business, no fewer than four of the elected officers must be present. A majority of the Executive Board as set forth in the Constitution shall constitute a quorum for the transaction of business following Robert’s Rules of Order and parliamentary procedure. In the event a quorum is not present, the TCWSE Executive Committee, consisting of a majority of the elected officers, may conduct business with action items ratified by the Executive Board at a later time, in person or electronically.

    Section F. Meetings
    A regular meeting of the Executive Board shall be held in conjunction with the annual conference at a time and location determined by the President of TCWSE. Written notice of the meeting must be sent at least two weeks before the meeting via hard copy and/or e-mail to members of the Board.

    Special meetings may be called at the discretion of the President or upon request of two or more elected officers. Written or e-mail notice of the meeting must be mailed at least one week before the meeting.

    Article VII—Election, Term of Office, and Duties of TCWSE Officers

    Section A.  Election
    A slate of officers shall be presented by the Executive Board for consideration by the membership.  Nominations also will be accepted from the floor.  Officers shall be elected by a majority vote of the members present at the annual business meeting.

    Section B.  Term of Office
    The term of office shall be from the date of election at the Annual Conference until the election date at the next Annual Conference.  The term of office will not exceed two years.  Officers will advance through each office (starting with Historian, then Secretary, Vice-President, President-Elect, and President) until becoming Past President.  Special circumstances may call for a change in the normal progression of office.

    Section C.  Officers
    The officers of TCWSE shall be determined by the Executive Board and shall be defined as President, President-Elect, Vice-President, Secretary, Historian, Past President, and Executive Secretary/Treasurer. With the exception of the Executive Secretary/Treasurer, officers of TCWSE shall have had at least two years of full-time administrative responsibilities in an educational setting. Officers shall attend at least two Executive Board meetings per year in person or electronically and maintain current state-level membership in TCWSE. Legal Counsel will serve as an ex-officio member of the Executive Board..

    Section D.  Duties of Office
    President. The President shall preside at all meetings including each meeting of the Executive Board, appoint committees and committee chairs as necessary, grant approval for the expenditure of funds, assist in the planning of the annual conference, call special meetings of the Executive Board as necessary, and notify the members at least one week preceding any meeting.

    President-Elect. The President-Elect shall preside in the absence or at the request of the President at any meeting of the membership or Executive Board.  The President-Elect shall also serve as the Annual Conference Coordinator.

    Vice-President. The Vice-President shall oversee activities of the council related to membership recruitment and service.  The Vice-President shall also serve as liaison to all regional councils.

    Secretary. The Secretary shall record and keep the minutes of the meetings and process correspondence appropriate for TCWSE.  The Secretary also shall chair the Awards and Recognition Committee.

    Historian. The Historian shall serve as Communications Chair and shall maintain an historical portfolio of the business and activities of the council.

    Past President. The Past President shall function as advisor to the President and new officers.  The Past President also shall serve as parliamentarian and chair the Review Committee of Past Presidents.

    Executive Secretary/Treasurer. The Executive Secretary/Treasurer shall maintain custody of all funds of the organization in a local bank, disburse these funds upon direction of the President, and sign all checks issued for the organization.  Accurate accounting records shall be maintained.  Records and reports shall be prepared upon request of the Executive Board or the President, and for an annual audit.  The Executive Secretary/Treasurer shall maintain the membership records of the council and oversee all functions of the Texas Council of Women School Executives Headquarters office.

    Executive CommitteeThe President, President-Elect, Vice-President, Secretary, Historian, and Past President shall serve as TCWSE’s Executive Committee. In the event that there is not a quorum of the board, an Executive Committee meeting of the board can be called and conduct business. Decisions made by the Executive Committee shall be sent to the membership of the Executive Board.

    Legal Counsel The Legal Counsel shall serve as an ex-offico member of the Executive Board.

    Section D. Requirements and Duties of Regional Advisory Committee Members
    Each Regional Advisory Committee (RAC) member shall attend at least two Executive Board meetings per year in person or electronically, and maintain current state-level membership in TCWSE. Each RAC member shall submit an annual report prior to the Annual Conference to the President or her designee on the activities concerning membership, conferences, and meetings—including a financial report (if applicable)—of her regional council.

    Section E. Non-fulfillment of Duties
    Executive Board members who fail to fulfill the duties of the office may be removed from office. Non-fulfillment of duties may include any one of the following: failure to attend at least two Executive Board meeting per year and/or failure to fulfill roles and responsibilities as designated in Article VII, Sections C and/or D of the Constitution & Bylaws and/or as outlined in the TCWSE Policies and Procedures Manual. Removal from office emanates from the Executive Committee of the Board.

    Article VIII—Committees

    The Executive Board and/or the President of TCWSE may designate from among the membership either ad hoc or standing committees as needed.  These committees shall have, and may exercise, only that authority granted by the Executive Board.

    Article IX—Amendments

    The Constitution may be altered, amended, or repealed and new bylaws may be adopted at any meeting of the Executive Board by a majority vote of those present.

    Article X—Dissolution of the Organization

    In the event the Executive Board recommends that the organization be dissolved, the matter shall be submitted to the membership for a vote.  A two-thirds majority vote of the membership shall be required for dissolution. In the case of dissolution, all assets of the Texas Council of Women School Executives shall revert to the Texas Association of School Administrators.  Dissolution of the organization must conform to applicable federal and state laws.

    Article XI—Effective Date

     (Adopted originally _____________)
    (Amended ___________________)
    (Amended January 31, 1999)
    (Amended October 10, 1999)

    (Amended January 28, 2007)

    The effective date of this Constitution as amended shall be January 28, 2011.