By Laws
ARTICLE I – ASSOCIATION
Section A. Name
The name of this Association shall be the Texas Association of Parents and Educators for the Deaf.
Section B. Purposes
Subject to the provisions of Section 22.051 of the Texas Business Organizations Code (TBOC), as amended from time to time, the Corporation is organized exclusively for charitable, religious, educational, scientific, literary, or testing for public safety purposes, or the prevention of cruelty to children or animals within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding provision of any future United States Internal Revenue Law, which purposes shall include, without limitation, providing educational and charitable services to persons who have hearing differences and to professionals who provide services to such persons. The Corporation shall be operated exclusively for such purposes, and no part of its net earnings shall inure to the benefit of, or be distributable to, its members, Directors, officers or any private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered by members, officers and Directors of the Corporation and members of committees of the Corporation, and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. In no event shall the Corporation carry on any activities not permitted to be carried on (a) by the Corporation exempt from federal income tax under Section 501(c)(3) of the Code or (b) by the Corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
The purpose of the Texas Association of Parents and Educators for the Deaf shall be promoting excellence and equality for all students who have hearing differences in Texas by:
- Providing a vehicle for parents and educators to have a collective impact on the education of the deaf
- Providing a forum for parents to network, share ideas, and resources
- Promoting continued interest in the education of the deaf and hard of hearing
- Providing a statewide communication network among the membership
- Informing and educating the general public about the services and special educational needs of students with hearing differences
- Encouraging and stimulating dialogue between all disciplines, agencies, and institutions that have as a common concern the welfare and education of students with hearing differences
- Seeking to advance the state of the art in education of the deaf by providing a forum in which ideas, new techniques, educational approaches, and issues can be discussed for a broad informational base of the Association’s members
ARTICLE II – MEMBERSHIP
Section A. Membership
Membership shall include an individual, a family, a local parent organization, or an educational institution. A local parent organization shall comprise parents and be a recognized affiliate of an established, approved educational program for the deaf. An educational institution shall comprise professionals, paraprofessionals, and/or students involved with deaf education.
Section B. Classes of Membership
The Association shall have members. There shall be three classes of members of the Association: Active Members, Family Members, and Organization Members. Any person who is a resident of the State of Texas and who is eighteen (18) years of age or older is eligible to become an Active Member of the Association upon payment of membership dues.
Section C. Active Membership
- Eligibility: Active Membership is open to parents and educators of children with hearing differences, as well as to any persons interested in the education of the deaf and hard of hearing. No one may be denied membership in this Association on the basis of race, color, creed, sex, age, or disability.
- Privileges: Individual Active Members who have met the qualifications for active membership and have paid the prescribed dues shall be eligible to attend Association meetings, hold office, and vote.
- Active, Family, and Organizational Members shall have one vote per paid membership and be eligible to attend meetings of the Association.
Section D. Membership Year
The membership year of the Texas Association of Parents and Educators for the Deaf shall be defined as the two-year time period between the Biennial Statewide Conferences on Education of the Deaf and Hard of Hearing.
Section E. Membership Dues
The Association sets biennial dues to meet its financial obligations. All members of the Association shall pay dues. The dues for each membership category shall be set by resolution at the Association’s biennial statewide convention, at which special membership rates may be offered.
ARTICLE III – MEETINGS
Meetings of Members
Meetings of members for any purpose may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section A. Statewide Convention
A biennial statewide convention of the Association shall be held in even-numbered years at such time and place as the Statewide Conference on Education of the Deaf and Hard of Hearing shall be held. At each biennial statewide convention, the members shall transact such business as may be properly brought before the meeting.
Section B. Executive Board Meetings
The Executive Board, composed of current elected officers, shall meet at least twice a year. The Executive Board shall conduct the organization’s business.
Section C. Other Meetings
Other meetings are called as deemed necessary by the President, with the Executive Board reaching a majority consensus.
Section D. Special Meetings
Special meetings of the members for any purpose or purposes may be called by the President, by the Executive Board, or by members having not less than one-tenth (1/10) of the votes entitled to be cast at the proposed special meeting. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of members shall be limited to the purposes described in the notice of the meeting.
Section E. Notice of Meetings
Notice of meetings of the Association’s members shall be given in accordance with the TBOC.
Section F. Quorum of Members
Except as may otherwise be provided by the Articles of Incorporation, members holding one-tenth (1/10) of the votes entitled to be cast, represented in person, shall constitute a quorum at all meetings of the members for the transaction of business. If a quorum is not represented at any meeting of the members, the members entitled to vote thereat, represented in person, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is represented. At such adjourned meeting, provided a quorum is represented thereat, any business may be transacted that might have been transacted if the meeting had been held in accordance with the original notice thereof. In the event that a quorum of Members is not present at the biennial conference, the Members and Executive Board present may proceed to hold the business meeting, vote, and conduct the organization’s business.
Section G. Majority Vote of Members
The vote of the majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present shall be the act of the members meeting, unless the vote of a lesser number is allowed by the Articles of Incorporation or these Bylaws.
Section H. Voting
Subject to applicable provisions, if any, of the Articles of Incorporation or these Bylaws, each member shall be entitled to one (1) vote on each matter submitted to a vote of the members. Where business of the Association is conducted by mail, such business may be conducted by email, website, mail, by facsimile transmission, or any combination of the four.
Section I. Informal Action by Members
Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed, including electronic signature through email, by (i) all the members entitled to vote with respect to the subject matter thereof, or (ii) if the Articles of Incorporation so provide, by a sufficient number of members as would be necessary to take that action at a meeting at which all of the members were present and voted. Any such written consent shall be executed, dated, and filed with the Association in the manner required by the TBOC.
ARTICLE IV – OFFICERS OF THE ASSOCIATION
Section A. Officers
Officers of the Association. The officers of the Association shall consist of a President, a Vice President, a Secretary, a Treasurer, and three Directors (Parent, Educator, and Liaison). The officers of the Association shall form the TAPED Executive Board. Nominations for elected officers shall be made by the Nominations Committee or any member at the biennial statewide convention of the members. All elections of officers shall be held at the biennial statewide convention of the members. The vote of a majority of all members of the Association present at the biennial statewide convention of the members shall be required for the election of an officer. All officers shall hold their offices for such terms of two years and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by resolutions not inconsistent with these Bylaws.
6.2 Qualifications.
Each officer shall be an Active Member of the Association and shall be an Officer of the Association. The TAPED Executive Board shall have the power to enter into contracts to carry out the duties of the Association, including management of the Statewide Conference on Education of the Deaf and Hard of Hearing, and to provide reasonable compensation to officers for such terms as the Executive Board deems advisable, subject to Paragraph 6.3 below.
6.3 Term of Office and Removal.
The term of office for all officers shall be for two (2) years, commencing with the date immediately following the biennial Statewide Conference on Education of the Deaf and Hard of Hearing, during which the General Business meeting of the Association is conducted, in the year during which such officers are elected and expiring immediately following the biennial statewide convention in the year during which their term is to expire; provided that the officers of the Association shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Each Officer is eligible to serve up to three consecutive terms in the same office. Any Officer serving three terms may seek election again after waiting one term. Any officer elected or appointed may be removed by Officers of the Association or its members, whenever in their judgment the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an officer or agent shall not, of itself, create contract rights. Any vacancy occurring in any office of the Association by death, resignation, removal, or otherwise shall be filled by the Executive Board.
6.4 President.
The President shall be the Chief Executive Officer of the Association, shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the Executive Board and the members are carried into effect. The President shall preside at all meetings of the members and the Executive Board. The President shall be an ex officio member of all committees. The President shall appoint Committee Chairs for SWCED, Scholarships, Special Awards, and may establish other committees deemed necessary for the work of the Association. The President is responsible for monitoring committee work and will obtain timely reports from each Chairperson. In the event a Chairperson is unable to complete his/her term, the President shall locate a replacement.
6.5 Vice President.
The Vice President shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. He or she shall perform such other duties and have such other authority and powers as the Executive Board may from time to time prescribe or as the President may from time to time delegate. The Vice President shall also oversee membership and benefits and serve as the chairperson of the By-Laws Committee. The Vice President will oversee the membership database on the internet and, in conjunction with the webmaster, ensure new members are accurately entered. The Vice President will actively seek membership benefits from a variety of sources, including, but not limited to, discount tickets to amusement parks and other services, and publish these benefits to members through the TAPED website. The Vice President will prepare for the Biennial Conference General Business meeting by handling motions to revise the By-Laws. All revisions passed at the General Business meeting shall be edited into the By-Laws and placed on the TAPED website.
6.6 Secretary.
The Secretary shall attend all meetings of the Executive Board and all meetings of members, and record all proceedings of the Executive Board and of the members in a minute book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the members, special meetings of the Executive Board, and (if notice is required) regular meetings of the Executive Board, and shall perform such other duties as may be prescribed by the Executive Board or the President under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the seal of the Association (if any) and, when authorized by the Executive Board, shall affix the same (or state that the Association has none) to any instrument requiring it and, when so affixed (or so stated), it shall be attested by his or her signature or by the signature of an Assistant Secretary or of the Treasurer. The Secretary shall be custodian of all official papers, electronic transmissions, and records of the Association. The Secretary shall keep a membership roster of members as furnished by the Vice President. He or she shall prepare a summary of the proceedings of the statewide convention for publication and distribution in a reasonable time following the convention. He or she shall keep an inventory of all properties owned by the Association. He or she shall perform such other duties as from time to time may be assigned by the President or the Executive Board. The Secretary shall also post minutes of the meeting and the Biennial Conference General Business Meeting on the TAPED Website. The Secretary will maintain the Policy & Procedures for the Association and its committees, developed and amended by the TAPED Executive Board or appointees.
6.7. Treasurer.
The Treasurer is the only Officer of the Association that shall be appointed and may serve consecutive terms without limit. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements, and other transactions in the records of the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Executive Board. The Treasurer shall keep a financial statement up-to-date to be published in each issue of the Corporation’s publication and submit a report on the state of the Corporation’s finances at the statewide conference general business meeting and when called upon to do so by the Executive Board of Directors. He or she shall turn over to the Auditing Committee all such books, receipts, and records following the end of each fiscal period for auditing purposes. He or she shall make no expenditures of over $500.00 unless authorized by the Executive Board. He or she shall co-sign checks signed by the President. Corporation Funds shall be used for the payment of bills, disbursement of scholarship monies, reimbursement for Executive Board travel on official business, parent events, and/or other business expenses.
Statewide Conference on Education of the Deaf and Hard of Hearing Treasurer Duties
The Treasurer shall have custody of the SWCED funds and securities and shall keep full and accurate accounts and records of receipts, disbursements, and other transactions in the records of the SWCED and shall deposit all monies and other valuable effects in the name and to the credit of the SWCED in depositories such as banks, credit unions, savings and loans. The Treasurer shall keep the financial statement up to date and report to the SWCED Executive Committee and Planning Committee at each planning meeting, or when called upon by the Executive Committee or the TAPED President. He or she shall turn over to the Auditing Committee all such books, receipts, and records following the end of each fiscal period for auditing purposes. The Treasurer shall keep Statewide Conference on Education of the Deaf and Hard of Hearing (SWEC) funds and securities separate from the Corporation funds and securities. SWCED funds and securities shall remain at the level needed to ensure payment of all contracts, bills, and liabilities should the conference fail to generate needed revenue.
6.8. BOARD OF DIRECTORS – Number, Qualifications, and Duties.
Directors of the Corporation shall be active members in good standing and considered Officers of the Association. Directors are elected for two-year terms. The number of Directors shall be three.
- Director of Educators shall be a professional educator (active or retired). His/her duty is to focus on the needs of educators and professionals working with students with hearing differences in the state of Texas and carry out the goals of the organization to improve educational outcomes for children with hearing differences. The Director will obtain and submit events to the website calendar. These events shall include, but are not limited to, workshops, training, conferences, and special events in Texas. He/she shall also work to increase the organization’s membership among educators. The term educator applies to all paraprofessionals, interpreters, teachers, administrators, support staff, assessment staff, audiologists, speech therapists, and other employees of public schools.
- Director of Parents shall be a parent of a deaf or hard-of-hearing child. His/her duty is to focus on parents’ needs, increase parent membership, and establish a strong network to advocate for, educate, and strengthen educational outcomes for children with hearing differences in Texas.
- Director At Large may be an educator or parent and shall be a liaison between the Educators and Parents section of the Corporation to ensure the specific goals of each complement the overall operations of the organization. He/she shall also work to establish relationships with other agencies and organizations serving educators and parents of children with hearing differences. The Director at Large shall provide continuity and progress with the organization’s goals and services. The At-Large Director is responsible for the Association’s public relations. The Director will promote the Association to the public and ensure effective communications with the membership. The Director At Large may also serve as the SWCED Publicity Chairman and/or coordinate with the Chairman.
- President Emeritus. The TAPED Board of Directors may confer the honorary title of President Emeritus upon a former TAPED President who has provided distinguished and exceptional service to the Organization. The position is honorary and non-executive, and it does not possess authority to direct staff, manage operations, or act on behalf of the Organization unless expressly authorized by the Board of Directors.
Qualifications.
The President Emeritus must be a former TAPED President, have demonstrated outstanding leadership and dedication to the mission and values of TAPED, and be approved by a two-thirds (⅔) vote of the Board of Directors.
Term of Office and Removal.
The President Emeritus shall serve a term of 2-4 years, depending on when a new TAPED Board President is appointed. The Board may periodically review the appointment to ensure the role continues to serve TAPED’s best interests. The Board may withdraw the title at any time by majority vote.
President Emeritus.
The President Emeritus shall serve as an advisor to the TAPED Board of Directors and the current President when requested, provide historical knowledge, continuity, and counsel on organizational matters, represent the Organization at events, public functions, and meetings when invited by the TAPED President or Board, assist in donor stewardship, relationship building, and community engagement activities at the request of the TAPED President or Board, participate in committees, task forces, or advisory groups when appointed by the TAPED Board (non-governing capacity unless separately elected or appointed as a director). The President Emeritus shall not have any governing authority, voting rights on the Board (unless separately elected as a director), or supervisory responsibilities over staff The position of President Emeritus is voluntary and unpaid. The Organization may reimburse reasonable expenses incurred while conducting authorized activities on behalf of TAPED, in accordance with established policies.
Conflict of Interest.
The President Emeritus shall comply with all organizational policies. The individual must recuse themselves from any activities that could interfere with or influence TAPED’s governance or operations beyond the advisory capacity defined herein. Nothing in this Article shall be interpreted as granting the TAPED President Emeritus authority to bind the Organization, make decisions on behalf of the Board or staff, or act in any executive or fiduciary capacity, unless expressly authorized by the TAPED Board of Directors for a specific purpose.
6.9. Nomination and Election of Officers
- The nominating committee shall be appointed by the Executive Board from the membership and shall be chaired by the Immediate Past President or, if unavailable, the Executive Board may appoint a member to this duty.
- Officers shall be selected from the active membership and be placed on nomination by the nomination committee.
- Members in good standing may submit their names to the nominating committee to be added to the ballot.
- Members at the general election and convention may announce their candidacy as a “write-in” candidate for office.
- All members in good standing may vote.
- The nominating committee shall conduct the nomination and election of officers.
- The nominating committee shall use the following guidelines in the nomination and election procedure:
- The nomination ballot shall be decided by the committee in the spring or summer of the election year. Persons whose names have been placed in nomination shall be contacted for consent.
- The proposed ballot will be voted on by the membership of the Association at the TAPED Business Meeting and General Election to be held biennially during the convention.
- The election and installation of officers shall occur during the convention of the election year.
- The Nominating Committee shall submit a detailed plan regarding nomination and election procedures to the Executive Board prior to the convention of the election year. The plan shall include procedures for:
- Determining the authenticity of the voter
- Establishing non-preferential criteria for the election ballot
- Counting and verifying election results
- Reconciling tie votes
- The Nominating Committee shall post the elected offices of the Association and their respective duties on the TAPED website.
- The Nominating Committee shall post the nominees and their platform and biographical information on the TAPED website during the spring and summer before the election during convention years.
- Nominees are responsible for the electronic submission of the photo, campaign platform, biographical information, and any other data they would like posted on the website to the appropriate person in charge of the nominating committee.
6.10. Terms of Office
All Officers shall be installed during the SWCED TAPED General Business of the election year. The officers shall serve a term of two years.
6.11. Vacancies of Elected Officers
In the event that an office of the Association is vacated, the Executive Board shall appoint an active member to complete the designated term of office.
6.12. Compensation of Officers
None of the elected officers of the Association shall receive any compensation for their services to the Association. The Treasurer will be compensated with $1,000.00 per year for his/her services, as determined by the Executive Board each year. The Treasurer can obtain a general approval for routine expenses.
ARTICLE V – BUSINESS AFFAIRS
Section A. Dues
Biennial Association dues for members shall be established by action of the Executive Board.
Section B. Financial Policy
The Executive Board shall decide financial Policy and final decisions on all expenditures in advance.
Section C. Budget
The Executive Board shall prepare and present a general budget to the membership for adoption biennially.
Section D. Financial Report
The Treasurer shall prepare the budget for audit within ninety days of the fiscal year. The fiscal year shall be from September 1 to August 31.
Section E. Expenditures
Expenditures shall be paid by check. Checks will be co-signed by the President and Treasurer.
Section F. Control and Management
All property of the Association shall be subject to control and management by the Executive Board. Any accumulation or disposal for real property, except upon dissolution of the Association, must be approved in advance by the TAPED Executive Board.
Section G. Disposal and Dissolution
Upon dissolution of the Association by a majority vote of its members, none of its property shall be distributed to any of the members. All such property shall be transferred to such other organization(s) as the TAPED Executive Board shall determine to have purposes and activities consistent with those of the Association. Such other organization(s) must be non-profit in intent and exempt under Section 501 (C) (3) of the Internal Revenue Law.
Section H. Fiscal Year
The fiscal year shall be from September 1 to August 31 to correspond with the SWCED TAPED General Business Meeting.
ARTICLE VI – POLICY AND PROCEDURES
Policy and Procedures will be developed, maintained, and updated by the TAPED Executive Board or its appointees to provide consistent, effective guidelines and operations for the Association and its committees.
ARTICLE VII – AMENDMENTS
Section A. A proposed amendment change to the Constitution and By-Laws shall be
posted on the TAPED Website and emailed to members at least two weeks prior to the date of adoption. The bylaws may be amended by a two-thirds vote of the membership. A member’s non-response shall be considered a positive vote.
Section B. Amendments may be proposed by the TAPED Executive Board or by the
active membership. Amendments may be proposed by the President of the Association at a Special Called Meeting of the membership, and the meeting may be conducted electronically. Proposed amendments by active members shall be presented at the Conference General Business Meeting and must be submitted in writing to the Vice President, accompanied by a rationale.
ARTICLE VIII – RULES OF ORDER
Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the by-laws.