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ARTICLE 1

NAME AND LOCATION

The name of this organization shall be the Texas Society of Association Executives (TSAE), a nonprofit corporation incorporated in the State of Texas. The TSAE office shall be located in Texas in the Austin area. 

ARTICLE 2

PURPOSES

The purposes for which TSAE is organized and shall be operated are:
(1) To represent, safeguard and advance the interests of associations and association executives by communicating the profession’s viewpoints, concerns and other relevant information to the media, legislature and other governmental bodies.
(2) To promote high standards of personal and professional conduct among executives serving trade, educational, technical, business, professional and philanthropic associations and organizations.
(3) To provide education, idea exchange, networking opportunities, information, recognition and other services to members through meetings, conferences, trade shows, publications and other means.
(4) To advance association management as a profession.

ARTICLE 3

MEMBERSHIP CLASSES, PROCEDURES AND RIGHTS

3.1 Classes of Members. TSAE shall have the following classes of members:
(a) Association Executive
(b) Affiliate
(c) Associate
(d) Distinguished Life

3.2 Membership Qualifications.
(a) Association Executive. Membership is open to any individual employed by a trade, educational, technical, business, professional, association management company, or philanthropic association or organization. Chief executive officers of convention and visitors bureaus are eligible for this class of membership only if the bureau is exempt under Section 501(c) of the Internal Revenue Code
(b) Affiliate Members. Affiliate membership shall be open to individuals engaged in selling products, services or facilities to members of TSAE on behalf of a firm, city, chamber of commerce, bureau or other entity. It also shall include individuals who provide management and consulting services to associations and other organizations. Except as provided in Article 3.2 (a), bureau employees are eligible only for this class of membership.  Affiliates may exhibit at TSAE expositions. 
(c) Associate Members. Membership is open to any person no longer practicing in the profession (retired) or in-transition positions, as well as elected volunteers, students and other individuals with an interest in the association management profession, so long as they do not qualify for the other member categories.
(d) Distinguished Life Members. Distinguished Life membership may be awarded to any Association Primary, Association Professional or Affiliate member who has performed distinguished service to TSAE and who has been a member for ten (10) or more consecutive years. A nomination for Distinguished Life membership shall be initiated by the Board of Directors and must be approved by at least a four-fifths (4/5) vote of the members of the Board of Directors present at any meeting. Distinguished Life members do not pay dues.
(e) A person is disqualified for membership if the business, function or operation of the employer organization is, or becomes, inconsistent with or contrary to the purposes and limitations of these Bylaws. 

3.3 Application for Membership. All applications for membership shall be submitted to the principal office of TSAE on designated application forms and must include complete payment of the applicable dues.

3.4 Removal. Members of any classification may be removed for cause from membership by a two-thirds (2/3) vote of the Board of Directors.)

3.5 Appeal. For any cause other than non-payment of dues, removal shall occur only after the member has been advised of the complaint and given reasonable opportunity for a hearing before the Board of Directors. If removed, the member may appeal the Board’s decision at the annual meeting, provided written notice of intent to appeal is received by the principal office of TSAE at least fourteen (14) days prior to the meeting.

3.6 Reinstatement. A former member desiring continuous membership may be reinstated upon proof of qualification and payment of all dues in arrears. If, however, a continuous membership is not desired, the member may be reinstated upon proof of qualification and payment of the current year’s dues.

3.7 Membership Voting Rights.
(a) Association Executive members. Each Executive member shall be entitled to one (1) vote on any matter coming before the membership, and have the right to attend the annual meeting and all other designated meetings of TSAE.
(b) Distinguished Life Members. A Distinguished Life member who was eligible to vote when he/she was nominated for Distinguished Life membership shall be entitled to one (1) vote on any matter coming before the members. Distinguished Life members shall have the right to attend the annual meeting and all other designated meetings of TSAE.
(c) Affiliate and Associate Members. Affiliate and Associate members shall have the right to attend the annual meeting and all other designated meetings of TSAE, but shall have no voting rights.

3.8 Voting Methods and Majority Rule. Proposals to be presented to the members by mail, electronic means or at a meeting, shall first be approved by the Board of Directors. Except as otherwise stipulated in these Bylaws, on any mail, electronic or in-person vote, a majority of those voting shall determine the action.

3.9 Quorum. At an annual business meeting or special meeting of the members, a quorum shall consist of the voting members present.

3.10 Rules of Order. The meetings and proceedings of TSAE shall operate according to Robert’s Rules of Order (Newly Revised) for parliamentary procedure, except as may be otherwise provided by these Bylaws.

ARTICLE 4

DUES

4.1 Dues. Dues for all classes of membership shall be established by the Board of Directors.

4.2 Billing Date. The billing date for each member’s dues shall be established by the Board of Directors.

4.3 Delinquency and Cancellation. Any TSAE member who is delinquent in dues shall be notified of such delinquency and suspended from further services. The first dues billing will be sent sixty (60) days prior to due date, the second thirty (30) days prior to due date and the third on the due date, with notice that if dues have not been paid within one month of due date, the member will be dropped. If payment of dues is not made within thirty (30) days, the delinquent member shall be dropped from the rolls and forfeits all rights and privileges of membership.  The Board of Directors may establish a temporary dues waiver program for any class of members.

4.4 Refunds. No dues shall be refunded to any member whose membership terminates.


ARTICLE 5

MEMBERSHIP MEETINGS

5.1 Time, Location. The annual meeting of TSAE shall be held at a time and place to be designated by the Board of Directors.

5.2 Special Meetings. Special meetings of TSAE may be called by the Board of Directors at any time or may be called by the Chair upon receipt of a written request by twenty-five (25) voting members, within thirty (30) days after filing the request with the principal office of TSAE. The business to be transacted at any special meeting shall be stated in the notice, and no other business may be considered at that time.

5.3 Notification. Notice of an annual meeting or any special meeting of TSAE members shall be sent through the mail or electronic means to each member not less than ten (10) nor more than forty (40) days before the meeting date. 

5.4 Postponement of Meetings. The Board of Directors may postpone any annual or special meeting for cause. 

ARTICLE 6

BOARD OF DIRECTORS

6. 1 Authority and Responsibility. The governing body of TSAE shall be the Board of Directors.  The board shall have supervision, control and directions of the affairs of TSAE.  The Board shall identify and approve Strategic Initiatives and annual goals; determine and approve association policy; allocate and approve resources through the budget approval process; monitor association progress; promote the organization; and oversee the President.  The board may take a position and express an opinion on behalf of TSAE on issues relevant to the profession. The Board may adopt such rules and regulations for the conduct of its business as are deemed advisable, and may, in the execution of the powers granted, delegate certain areas of its authority and responsibility to the Executive Committee.

6.2 Number of and Qualifications for Directors. Any TSAE member in good standing shall be eligible for nomination. The Board of Directors shall consist of four (4) officers (the Immediate Past Chair, Chair, Chair-Elect, and President), plus 15 directors. Those directors will be made up of eleven (11) elected directors from the Association Executive member categories, plus four (4) elected members from the Affiliate category. At least two (2) members of the Board of Directors shall be from cities other than Austin. The President shall serve without vote.

6.3 Term of Office and Manner of Election. Elected Directors, except the four (4) Officers, shall be elected for three (3) year terms. The Chair, Chair-Elect, Immediate Past Chair and Directors shall be introduced at TSAE’s annual meeting and shall continue in office until their successors are elected, in accordance to Nomination procedures in Section 6. 4.
The Immediate Past Chair shall remain on the Board for one (1) year following the installation of the new Chair.

6. 4 Board Nominating Process: The Nominating Committee shall nominate candidates for each vacated or soon-to-be-vacated position and notify the membership of its choices not less than sixty (60) days before the annual meeting. Thirty (30) days shall be allowed for nominations from the membership. Any member nominated by petition of fifteen (15) members of the voting membership shall be placed on the ballot. The ballot shall indicate those nominees recommended by the Nominating Committee and those recommended by petition. When nominations are made by petition, an election shall be conducted by mail or electronic ballot in which each voting member will have one (1) vote to cast for each position to be elected. An independent contractor or firm may be retained to administer the election, tally results and report the outcome. Candidates receiving the highest number of votes for each office shall be declared elected. If no nominations are made by petition, the slate as submitted will be considered to be elected by acclamation. Results of the election shall be announced to the membership in an expeditious and timely manner.

6.5 Re-election. No member of the Board who has served a full three (3) year term will be eligible for re-election until at least one (1) year has elapsed with the exception of those Board members being elected to Officer positions.

6.6 Nomination of Directors. The Nominating Committee, acting in accordance with Article 6.4 shall present one (1) nominee for each seat on the Board that is vacant or is about to expire. Any person so nominated shall have given prior consent to nomination and election as Director.

6.7 Removal. The Board of Directors may remove any Director from office for cause with a two-thirds (2/3) vote of its members

6.8 Vacancies. Vacancies in any elective office may be filled for the balance of the term by the Board of Directors upon recommendation of the Nominating Committee.

6.9 Meetings. A regular meeting of the Board of Directors shall be held no less than three (3) times during each administrative year at such time and at such place as the Chair may prescribe. Special meetings of the Board may be called at any time by the Chair or a minimum of seven (7) members of the Board.  Notice of meetings called by other than the Chair shall contain a statement of the purpose of such meetings and the business shall be confined to such items, except upon approval by a majority of the Board.

Subject to the provisions of these Bylaws regarding notice and quorum, meetings of the Board may be convened via telephone or other electronic equipment that allows participants to communicate with each other

6.10 Board Action. Action taken by a mail or electronic ballot in which a majority of Board members indicate their agreement in writing, or decided on a telephone conference call, shall constitute a valid action of the Board if reported at the next regular meeting or via meeting minutes or ballot summary.

6.11 Quorum. At all meetings of the Board, a majority of Board members shall constitute a quorum.

6.12 Action by Majority Vote. Each Director shall have one (1) vote. The affirmative vote of a majority of the total number of Directors at any meeting at which a quorum is present shall constitute action by the Board of Directors.

6.13 Proxy Voting. Voting rights of a Director shall not be delegated to another nor exercised by proxy.

6.14 Compensation. Voting directors and elected Officers shall not receive any compensation for their services. 

ARTICLE 7

OFFICERS

7.1 Officers. The Officers of TSAE shall be a Chair, a Chair-Elect, President/CEO, and Immediate Past Chair to be elected by the membership of TSAE and to serve until their successors have been duly elected and assume office. The Immediate Past Chair   shall serve for one (1) year immediately upon completion of his/her term as Chair.  Officers shall oversee the annual evaluation and compensation review for President/CEO.

7.2 Qualifications for Office. Any Association Executive member in good standing shall be eligible for nomination and election to any elective office of TSAE, provided he/she has completed at least one (1) year as a member of the Board of Directors.

7.3 Nomination of Officers. In accordance with the procedure specified in Article 6. 4 the Nominating Committee shall prepare and submit to the members a slate of the elective officers. Any person nominated shall have given prior consent to nomination and election.

7. 4 Election of Officers:  The Chair and Past Chair are automatic succession.  The Chair Elect will be nominated and elected according to section 6.4. The President is hired by the Board of Directors.

7.5 Term of Office. Each elected Officer shall take office immediately upon installation. The Chair, Chair-Elect, and Immediate Past Chair shall serve for a term of one (1) year. Each elected Officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.

7.6 Re-election. No elected Officer having served one (1) full term shall be eligible for re-election to the same office, until at least one (1) year has elapsed.


7.7 Vacancies. Vacancies in any elective office may be filled for the balance of the term by the Board of Directors upon recommendation of the Nominating Committee.

ARTICLE 8

DUTIES OF OFFICERS

8.1 Chair. The Chair shall be the chief elected officer of TSAE and serve as Chair of both the Board of Directors and Executive Committee. The Chair presides at the annual meeting. The Chair shall also serve as an ex-officio member of all TSAE Committees, except the Nominating Committee. The Chair shall appoint members to standing Committees, subject to approval of the Board, and Task Forces charged with carrying out the purposes and functions of TSAE.
Chair shall appoint 1 – 4 Strategic Leaders each year, with approval of Board, who will focus on strategic initiatives.  These Strategic Leaders will be chosen from Board members.

8.2 Chair-Elect. The Chair-Elect shall succeed to the Chair position. The Chair-Elect shall act in the absence of the Chair. The Chair-Elect shall serve as the Chair of the Finance Committee and shall present a report on the financial condition of TSAE at all meetings of the Board of Directors and at other times when requested by the Chair or Board of Directors. The Chair-Elect shall oversee the budget and audit; and facilitate the strategic initiative portion of the Board meeting.

8. 3 Immediate Past Chair:  The Immediate Past Chair will serve as chair of the Nominating Committee. Past Chair will also Chair the annual evaluation process of the President, in conjunction with the Executive Officers, and report evaluation results to the Board.

ARTICLE 9

EXECUTIVE COMMITTEE

9.1 Authority and Responsibility. The Executive Committee may act in place and stead of the Board of Directors between meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such Executive Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board by mail, electronically or at the next Board meeting.

9.2 Executive Committee Configuration. The Executive Committee shall consist of the Chair; Chair-Elect; Strategic Leaders as appointed; the Immediate Past Chair; and the President, who shall serve without vote.

9.3 Qualifications of Strategic Leaders: Between  one (1)  –four ( 4) current board members will be appointed by the Chair and Chair- Elect (subject to approval of Board) each year to lead each strategic initiative and should be named before the annual conference.

9.4 Responsibilities of Strategic Leaders: Each leader shall be assigned to oversee and implement a Board- directed initiative. Each shall serve as a member of the Executive Committee for the length of the appointment.  Strategic Leaders shall name their respective initiative’s task forces, with membership not limited to Board members.  Strategic Leader terms shall be one –year, but can be extended at the Chair’s discretion and subject to the approval of the Board of Directors.   

9.5 Quorum. A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The Chair shall call such meetings of the Executive Committee as the business of TSAE may require.

9.6 Telephone Conference or Electronic Meetings. Subject to the provisions of these Bylaws regarding notice and quorum, meetings of the Executive Committee may be convened via conference telephone or other electronic equipment that allows participants to communicate with each other.

9.7 Committee Action. Action taken by a mail or electronic ballot in which a majority of Executive Committee members indicate their agreement in writing, or decided on a telephone conference call, shall constitute a valid action of the Committee  and reported at the next regular Board meeting or via meeting minutes or ballot summary.

ARTICLE 10

COMMITTEES/TASK FORCES

10.1 Committees and Task Forces. The Chair, with advice of the President and the Board of Directors, shall appoint such Committees and Task Forces as are necessary and which are not in conflict with other provisions of these Bylaws. The duties of any such Committees and Task Forces shall be outlined upon their appointment.  The term of appointment shall be for one (1) year.

10.2 Standing Committees
(a) Finance Committee shall consist of members, all appointed by the Board Chair. The Committee shall consist of the Chair-Elect serving as Chair, two (2) members of the Executive Committee (in addition to the Chair-Elect) and no more than four (4) at-large members. The Committee shall counsel with the President on the annual budget of TSAE and prepare recommendations for the Board of Directors, as well as auditor selection and audit review.  The Committee may perform such other duties related to TSAE finances as determined by the Board.
(b) Nominating Committee shall meet once a year to receive, interview nominees and recommend slate to the Board.   It will consist of a maximum of six (6) Association Executive members, including two past chairs, one of whom is the Immediate Past Chair, who shall also serve as Chairman of this committee.   Other members should include the Chair Elect, the TSAE President (non- voting), and two members from the general membership (one affiliate and one executive member).   The Board chair shall name the six (6) members.  The Board Chair shall consider geographical diversity when making appointments.  No member shall serve on the Nominating Committee for more than three (3) consecutive years. Committee members shall be announced to the membership when the call for nominations is made.
(c) Board Development Committee shall consist of two board members, the Chair- Elect, and the one non- Board member.   The Board Development Committee Chair will be named by TSAE Chair, subject to the approval of the Board of Directors. The Committee will focus on Board development, for the purpose of creating an ongoing Board succession plan. The Committee will identify and gauge interest of possible candidates; hold orientation for new board members; and evaluate the Board annually.   

10.3 Quorum. A majority of Committee or Task Force members shall constitute a quorum for the transaction of business at any duly called meeting of the Committee or Task Force.

10.4 Compensation. Committee and Task Force chairs and members shall not receive any compensation. They shall not be reimbursed for any out-of-pocket expenses unless the Board of Directors approves such reimbursement.

ARTICLE 11

EXECUTIVE AND STAFF

11.1 Appointment. The Board shall employ a salaried staff head who shall have the title of President and whose terms and conditions of employment shall be specified by the Board.

11.2 Authority and Responsibility. The President shall be the chief executive of TSAE responsible for all management functions. The President shall manage and direct all activities of TSAE as prescribed by the Board of Directors and shall report to the Board. The President shall employ and may terminate the employment of staff members necessary to carry on the work of TSAE and fix their compensation within the approved budget. The President shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of TSAE. The President shall serve without vote as an ex-officio member of the Executive Committee and Board of Directors.

ARTICLE 12

INDEMNIFICATION AND INSURANCE

The association shall indemnify its officers, directors, staff and other members in performance of official duties of the association by and through a policy of liability insurance in an amount and to the extent determined by the Board of Directors. Such indemnification shall be limited and restricted to coverage afforded by such insurance, unless otherwise approved by the Board of Directors. 

ARTICLE 13

FINANCE

13.1 Fiscal Year. The fiscal year of TSAE shall be determined by the Board of Directors.

13.2 Bonding. A trust or surety bond shall be provided for appropriate officers and employees of TSAE. The Board shall determine the amount of such bond and the cost will be paid by TSAE.

13.3 Budget. With recommendations of the Finance Committee, the Board shall adopt an annual operating budget. Within sixty (60) days following the end of each annual fiscal period, the Board Chair shall furnish the membership with a financial report for the year just completed.

13.4 Audit. The TSAE Finance Committee shall recommend to the Board a certified public accountant to conduct and submit to the Board an independent annual audit of its accounts. 

ARTICLE 14

DISSOLUTION

TSAE shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure or be distributed to the members of TSAE.
On dissolution of TSAE, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations selected by the Board of Directors.

ARTICLE 15

AMENDMENTS

15.1 Substantive Changes. These Bylaws may be altered, amended, supplemented or repealed after any such changes, approved by the Board of Directors, are submitted to eligible members for a vote. Notice of proposed changes shall be presented to members in writing at least thirty (30) days before the voting occurs. The vote may be conducted in person at the annual meeting, by mail or electronic means. At least two-thirds (2/3) of the total number of members voting must vote in favor for the changes to be approved.

15.2 Non-substantive Editorial Changes. Editorial changes to the Bylaws may be made by a unanimous vote of the Board of Directors. If the Bylaws are altered, amended or supplemented in this manner, the changes shall not become effective until sixty (60) days after the membership has been advised of the changes.

Amended June 2009, September 2013 and June 2015.