Bylaws

2017 MASBA General Assembly Membership Meeting Passed Working By-Laws CLICK HERE

ARTICLE 1: NAME AND LOCATION

Section 1: NAME. The name of the organization is the Mexican American School Board Members Association.

Section 2: LOCATION. The address of the organization is P.O. Box 831838. San Antonio, TX 78283.

ARTICLE 2: MISSION AND PURPOSE

Section 1: MISSION. The mission of the Mexican American School Board Members Association is to:

A. Make high quality education possible to ALL students.

B. Increase parental and community participation in public governance.

C. Improve academic achievement.

D. Advocate equitable school finance.

Section 2: PURPOSE AND GOAL. The purpose and goal of the Mexican American School Board Members Association is:

A. To meet the educational and cultural needs and rights of Mexican American and other disadvantaged and historically under-served students in public school through leadership development, public policy analysis, political awareness, and community empowerment.

Section 3: OBJECTIVES. The objectives of the Mexican American School Board Members Association are:

A. To encourage and promote parental and community involvement in public school governance.

B. To identify and highlight model education programs in schools with high Mexican-American student populations.

C. To disseminate information on financial resources and access to higher education.

D. To provide diversity training to all school board members.

E. To provide educational seminars on Mexican American student and family issues.

F. To provide leadership training and mentoring for current and future Mexican American school board members.

ARTICLE 3: MEMBERSHIP

Section 1: MEMBERSHIPS. Memberships shall consist of Active, Individual, Associate, and Affiliate.

Section 2: ACTIVE MEMBERS.

A. Active Members shall be full school boards, their superintendents, and Board Trustees of Education Service Centers who have paid their annual district dues. Active Members who are school board Trustees and service center Trustees can vote and are eligible to hold office in the Association. Superintendents cannot vote and are not eligible to hold office in the Association.

B. The term “school board as used in these Bylaws shall include all boards of education of public schools located in any incorporated and unincorporated city, town, or village in the State of Texas. Active Members shall vote and can hold office in the Association. Active Members shall be subject to the policies of the Association and these Bylaws.

Section 3: INDIVIDUAL MEMBERS. Individual members shall be school board Trustees not enrolled as Active Members of the Association. Individual Members shall vote and can hold office in the Association. Individual Members shall be subject to the policies of the Association and these Bylaws.

Section 4: ASSOCIATE MEMBERS. Associate members shall consist of educational cooperatives, and institutions of higher education, and they shall have no vote nor shall they be eligible to hold office in the Association. Associate Memberships shall be subject to the policies of the Organization and these Bylaws.

Section 5: AFFILIATES. Any corporation, organization, foundation, or other area school board association may become an Affiliate. Any private individual (referred to as Amigo de MASBA) may become an Affiliate. Affiliate Members shall have no vote nor shall they be eligible to hold office in the Association. Affiliate Members shall be subject to the policies of the Organization and these Bylaws.

Section 6: APPLICATION FOR MEMBERSHIP. Applications for new or reinstated Active, Individual, Associate, or Affiliate Memberships shall be submitted to the Association office in such form as accompanied by such supporting document as the Board may determine.

Section 7: MEMBERSHIP AND DUES. A.The annual dues for Active Members shall be recommended by the Executive Committee and approved by the Active Members at the annual meeting. The dues year of the Association shall be September 1 through August 31. The dues shall be structured according to the student enrollment of the Member districts. All Member Districts who are paid in full will automatically have their full board and superintendent enrolled in the Association.

B. The annual dues for Individual school board members shall be recommended by the Executive Committee, defined in Article 5, Section 4 herein, and approved by the Active Members at the annual meeting. The dues shall be structured for affordability.

C. The Executive Committee shall recommend the annual Membership dues for Associate and Affiliate Members. The dues shall be structured for affordability.

D. A dues statement shall be mailed to each Member on or before the first day of the dues year. Active member annual dues shall be due and payable 30 days after the first day of September.

E. Upon petition showing need, an Active Member may request that the Executive Committee, or its designee, extend the payment deadline to allow partial payment when billed and the balance to be paid at a specified later date within the year. Such request shall be submitted to the Executive Committee, or its designee, in writing

Section 8: TERMINATION. An Active, Individual, Associate, or Affiliate Membership shall be terminated upon non-payment of dues as deemed necessary by the Executive Committee, or its designee.

Section 9: REINSTATEMENT.
A. An Active, Individual, Associate, or Affiliate Membership may be reinstated upon re-applying for membership and payment of full dues.

B. Reinstatement into the Association shall not require a vote of the Active Members.

ARTICLE 4: BOARD OF TRUSTEES

Section 1. QUALIFICATION, NOMINATION, ENDORSEMENT, AND ELECTION.
A. Each Voting Member of the Board shall be a member of a school board that is an Active Member or Individual Member of the Association. Except in the case of the President, or Immediate Past President, any member of the Board who ceases to be a school board member shall cease to be a Member of the Board.

B. For the purpose of this section, the state of Texas is divided into six regions, attached as Exhibit A herein. Each region shall have two Trustees on the Board. The board will consist of 12 Trustees from the regions and the President, the President-elect, and Immediate Past President of the Board for a total of 15 members.

Region 1 - ESC’s 1, 2 and 20 - Edinburg, Corpus Christi and San Antonio

Region 2 - ESC’s 3, 13, and 15 - Victoria, Austin, San Angelo

Region 3 - ESC’s 4, 5, 6, 7 and 8 - Houston, Beaumont, Huntsville, Kilgore, Mt. Pleasant

Region 4 - ESC’s 10, 11 and 12 - Richardson, Fort Worth, Waco

Region 5 - ESC’s 9, 14, 16 and 17 - Wichita Falls, Abilene, San Angelo, Lubbock

Region 6 - ESC’s 18 and 19 - Midland and El Paso


Nominations for the Board may be made by the voting representative of the candidate’s Region by submitting to the President on the day of and before the beginning of the annual Member Assembly the following in writing:

1. The Active or Individual Member’s nomination.
2.The candidate’s biographical information,
3.A signed letter from the candidate confirming an intention to be a candidate for nomination and a willingness to serve, if elected.

C. The annual January Member Assembly shall elect a person to fill each Officer or Trustee vacancy on the Board. The official ballot shall be prepared by the Nomination’s Committee as provided in these Bylaws. If there is more than one nominee for any Officer or Trustee position, voting shall be by written ballot.

D. If there are two nominees for an Officer or Trustee position, the nominee receiving the large number of votes shall be elected. If there are three or more nominees for an Officer or Trustee position and no nominee receives a majority vote of the Members present and voting, a run-off election shall be conducted between the two nominees receiving the largest number of votes.

E. If there is a tie for a majority vote for an Officer or Trustee position, the balloting shall be repeated for that position as many times as necessary to obtain a majority vote for a single nominee.

Section 2. DUTIES. The Board shall supervise, control, and direct affairs of the Association, within the limits of and consistent with the Articles of Incorporation, Bylaws, beliefs, and Resolutions approved by the Member Assembly. The Board will:

A. Actively promote the mission and purposes of the Association.

B. Adopt the Association’s budget and have discretion in the disbursement of the Association’s funds.

C. Establish such policies, as it deems appropriate in fulfilling its responsibilities under these Bylaws.

D. Appoint such agents as it may consider necessary.

Section 3. REMOVAL.

A. A Trustee who is absent from three consecutive regularly scheduled meetings may be subject to removal from the Board by a majority vote of the remaining Members.

B. Any Trustee may be removed by a two-thirds vote of the total Membership of the Board when, in the Board’s judgement, the best interest of the Association would be served by removal.

Section 4. COMPOSITION.

A. The Board shall be composed of the President, the President-Elect, the Immediate Past President, and Members from the Association Regions elected by the Member Assembly.

B. All Officers, except the President, President-Elect, and the Immediate Past President, shall represent their Association Districts of their Region. No Member District shall have more than one Member on the Board.

C. Association Regions shall be determined under the Association Regions Plan boundaries adopted by the Member Assembly.

D. By virtue of student enrollment, Active Members Districts and Individual Member Districts may be eligible for representation on the Board.

E. The Executive Director of the Association shall be a nonvoting ex officio Member of the Board.

Section 5. DURATION OF OFFICE.

A. The term of office of each Officer shall be one year and the Trustees shall be three years, and begin at the completion of the final official session of the annual meeting at which the Member Assembly elected the Officer or Trustee.

Terms of Trustees shall be staggered to allow, to the extent possible, for the election of one-third of the Members each year. New Trustee positions shall be assigned to terms to retain this balance; however, if this is not possible, the assignment of terms shall be decided by drawing of lots.

B. Except as provided below, upon election to a three-year term, a Trustee may be reelected to no more than three additional terms. A Trustee having served as President shall be eligible to serve one additional year, as Immediate Past President on the Board.

C. A Trustee who has ceased to be an Officer of the Association is eligible to be reelected to the Board for any term that remains.

D. A Trustee serving as Secretary, Treasurer or Vice-President shall continue to represent an Association District. Eligibility for reelection to the Board shall be governed as above.

E. Upon election or succession to the office of President-Elect, the seat of the Trustee shall be declared vacant and a successor elected.

F. A Trustee may resign by submitting a letter of resignation to the President. The resignation shall become effective upon receipt by the President.

Section 6. MEETINGS. The Board shall have at least two meetings annually at such time and place as determined by the President or the Executive Director. One meeting shall be held before the annual Member Assembly in January. Trustees shall be given 30 days notice. Additional meetings of the Board may be called by the President or by a written request of a majority of the Board, provided that the written request is sent to each Member of the Board at least 14 days before the meeting.

Section 7. QUROUM AND VOTING.

A. A quorum shall consist of a majority of the Membership of the Board.

B. Unless otherwise specified in these Bylaws, a majority vote of those present and voting shall govern. No proxy vote shall be permitted.

C. On any occasion when a meeting is called and a quorum is present, the President shall conduct valid business by polling the Board members who are present and then polling the absent Board members by telephone or other electronic transmission.

D. The President may request action by the Board between meetings by directing Association staff to poll the Board by mail ballot, telephone, teleconferencing, facsimile transmission, electronic mail, or other electronic transmission. Action taken by mail ballot, telephone, teleconferencing, facsimile transmission, electronic mail, or other electronic transmission by a majority of the total Membership of the Board shall constitute a valid action and shall be reported at the next meeting of the Board.

Section 8. VACANCIES. By majority vote of those present and voting, the Board may fill vacancies that occur in its membership by electing a nominee to fill the vacancy until the next annual meeting of the Member Assembly. At that time, a nominee shall be elected by the Member Assembly to fill the unexpired term.

ARTICLE 5: ORGANIZATION

Section 1: GOVERNING BODY. The general governing body of the Association shall be known as the Member Assembly. The Governing Body shall be the Active Members and Individual Members.

Section 2: POWERS OF THE MEMBER ASSEMBLY. The Member Assembly will be composed of Active and Individual Members. The Member Assembly shall:

A .Elect the officers of the Association as provided in these Bylaws.

B. Approve the annual Membership dues recommended by the Board.

C. Adopt beliefs and resolutions pertinent to the mission and purpose of the Association.

D. Adopt the Association’s Advocacy Agenda consisting of:

1. Priorities derived through debate at meetings of the Governing Body.

E. Amend these Bylaws.

F. Delegate to the Executive Committee any of its powers except:

1. Election of officers of the Association.

2. Amendment of these Bylaws.

3. Adoption of beliefs, priorities, and resolutions.

Section 3: QUOROMS AND VOTING.
A. A quorum shall consist of the Active and Individual Members who are present at a scheduled meeting of the Member Assembly.

B. Unless otherwise specifically provided by these Bylaws, a majority of those present and voting shall govern. No proxy vote shall be permitted.

C. All Active and Individual Members shall be Voting Members of the Association.

D. All Associate and Affiliate Members (including Amigos de MASBA) shall be Non-voting Members.

Section 4: EXECUTIVE COMMITTTEE AND OFFICERS: The Executive Committee shall be comprised of the Officers of the Association. The Executive Committee will:
A. Actively promote the mission and purposes of the Association.

B. Adopt the Association’s budget and have discretion in the disbursement of the Association’s funds.

C. Establish such policies, as it deems appropriate in fulfilling its responsibilities under these Bylaws.

D. Appoint such agents, as it may consider necessary.

E. Make recommendations to the Governing Body.

F. Represent the Governing Body of Association.

Section 5: OFFICERS. The Officers of the Association shall act as the Executive Committee. The Composition of Officers will be President, President-Elect, Immediate Past-President, Vice-President, Secretary, and Treasurer.

Section 6: ELECTION OF OFFICERS. The Officers of the Association shall be elected at the annual January meeting of the Member Assembly.

Section 7: DURATION OF OFFICE.
A. The term of office of each Officer shall be one year, and shall begin at the completion of the final official session of the annual meeting during which the Officer was elected.

B. Except as provided below, upon election to a one-year term, an Officer may be reelected to no more than three additional terms. A Member having served as President shall be eligible to serve one additional year, as Immediate Past-President.

C. A Member who has ceased to be an Officer is eligible to be reelected to the Board for any term that remains.

D. An Officer may resign by submitting a letter of resignation to the President. The resignation shall be effective upon receipt by the President. Vacancies shall be filled at the next annual meeting of the Governing Body following the resignation.

Section 8: DUTIES OF THE OFFICERS.
A. PRESIDENT. The duties of the President shall be:

1. The President shall preside at all meetings of the Association and perform duties as provided in these Bylaws and as assigned by the Board.

2. The President shall be the official representative of the Association at national, state, or regional meetings. If the President is unable to attend such meetings, then the President’s designee shall represent the Association.

3. The President shall serve a voting ex officio member of all committees, but shall not count toward a quorum of the committee.

B. PRESIDENT-ELECT. The duties of the President-Elect shall be:

1. The President-Elect shall be responsible for establishing goals and priorities and shall serve as Chair and voting member of the Planning and Development Committee and shall count toward the quorum of the Planning and Development Committee.

2. The President-Elect shall be responsible for working with appropriate committees in establishing financial and budgeting priorities for the next year.

3. In the event of the President’s absence or refusal or inability to act, the President-Elect shall perform the duties of the President. When thus acting as President, the President-Elect shall have the power of and be subject to all restrictions placed upon the President. The President-Elect shall perform other duties as provided in these Bylaws and as assigned by the President.

4. Unless otherwise specified by these Bylaws, the President-Elect shall serve as a nonvoting ex officio member of all committees, but shall not count toward a quorum of the committee.

C. VICE-PRESIDENT. The Vice-President shall perform duties as provided in these Bylaws and other duties assigned by the President.

D. SECRETARY. The duties of the Secretary shall be:

1. Record and maintain the minutes of all meetings of the Association.

E. TREASURER. The duties of the treasurer shall be:

1. Serve as Chair of the Funding, Budget and Finance Committee.

2. Be responsible for the supervision of all funds and securities and financial records of the Association, and may delegate any or all of the duties of that office, except the right to vote, to a designee.

3. Make an annual report to the Member Assembly and other reports requested by the Board.

F. IMMEDIATE PAST-PRESIDENT.
1. The Immediate Past-President shall serve as voting Officer of the Executive Committee, and Chair and be a voting member of the Nominations Committee, and as a voting member of committees as assigned, unless otherwise specified by these Bylaws. The Immediate Past-President shall count toward the quorum of the Executive Committee or standing committees appointed by the President, and may serve as a voting member of special committees, if appointed by the President.

2. The Immediate Past-President shall perform all other duties as assigned by the President.

Section 9: MEETINGS.
A. The Member Assembly shall hold one meeting during the year. The meeting will be held during the annual January MASBA conference. The President may call special meetings with approval from the Board of Trustees.

B. The Executive Committee shall hold at least four meetings annually at such time and place as determined by the Executive Committee. One meeting shall be held during the annual January MASBA conference and a second shall be held during the annual conference of the Texas School Board Association.

1. A majority of the Executive Committee shall constitute a quorum.

C. The Executive Committee may hold special meetings as deemed necessary by the President.

Section 10. VACANCIES.
A. If there is a vacancy for any reason in the office of President, the President-Elect shall succeed to the office immediately and shall have all the powers and perform all the duties of the office.

B. If there is a vacancy for any reason in any other office, the Executive Committee shall, upon recommendation by the Nominations Committee, elect from its own Membership an Officer pro tempore to perform the duties of the vacated office, until the office is filled by an election at the annual Member Assembly.

ARTICLE 6: COMMITTEES

Section 1: STANDING COMMITTEES. Except as otherwise provided in these Bylaws, the President shall appoint the chair, vice-chair, and members of the following Standing Committees: Programs and Member Services Committee, Membership and Recruitment Committee, Nominations Committee, Planning and Development Committee, and Funding, Budget and Finance Committee. Members shall be appointed from the Board, Executive Committee, or Membership. Standing Committees shall have no fewer than three members, but no more than eleven members. The quorum of each Standing Committee shall be one-third of the committee membership and no fewer than three. To insure continuity of committee operation, the incoming President may appoint at least one-third of the current committee members to serve on the new committee. No individual shall serve on more than two Standing Committees at one time. Standing Committees must meet at least once per year, and report annually to the Board and Membership. The Chairs, or designees, shall prepare written reports of all meetings.

A. PROGRAMS AND MEMBER SERVICES COMMITTEE: The committee, at the discretion of the President, may be divided into two committees for the purpose of concentrated effort on particular tasks as assigned by the President. The committee shall:
1. Monitor, analyze, and provide reports to the Board on current programs and services.

2. Review, analyze, and recommend to the Board new programs and services.

3. Develop and coordinate recognition and awards programs.

4. Coordinate planning for Association’s annual meeting.

5. Prepare recommendations for the Board.

6. Participate in other activities with policies adopted by the Board.

B. MEMBERSHIP AND RECRUITMENT COMMITTEE: The committee shall:
1. Monitor current Association memberships.

2. Actively seek out new programs and incentives to attract new members.

3. Monitor payment of Membership dues.

4. Review, analyze, and recommend to the Board the state of Membership and Recruitment.

5. Prepare recommendations for the Board.

6. Participate in other activities with policies adopted by the Board.

C. FUNDING, BUDGET, AND FINANCE COMMITTEE: The committee shall:
1. Prepare recommendations on the annual budget for the Board.

2. Submit to the Board a report and analysis of the finances of the Association.

3. Recommend an investment policy and monitor the investment of Association funds.

4. Present an annual financial report.

5. Study the implications of expanding or renewing services, programs, service agreements, or administrative contracts for recommendation to the Board.

6. Prepare recommendations on the annual audit of the Board.

7. Participate in other activities in accordance with policies adopted by the Board.

D. NOMINATIONS COMMITTEE.
1. The committee shall be composed of five committee members and three alternates who shall fill committee vacancies in a designated order. The three alternates shall also serve in the designated order in place of an absent or ineligible member at any meeting, in accordance with policies adopted by the Board. Members shall be elected by the Board at the meeting before the annual Member Assembly and assume their duties at the completion of the annual Member Assembly. The Immediate Past-President shall count toward a quorum of the committee. In the election of the committee, the Board shall give due consideration to representation by school district size, geographic location, and wealth per student. If the Immediate Past-President is unable to serve for any reason, the remaining committee members shall select a chair.

The President shall serve as a voting ex officio member; the President-Elect shall serve as a nonvoting ex officio member. Neither the President nor the President-Elect shall count toward shall count toward a quorum of the committee.

2. The committee shall meet by October 31 before the annual Member Assembly and shall nominate one or more candidates for each office and Trustee position to be filled and report the committee’s nominations to the President and the Executive Director.

3. The slate of nominations shall be prepared as follows:

a. At least 30 days before the Member Assembly, or as soon thereafter as practical, the Executive Director shall provide Active and Individual Members with the committee’s slate of nominee for each office and Trustee position along with pertinent biological information for each nominee.

b. In the event a nominee becomes unable to serve, the committee, at the call of its chair, shall select an alternate nominee and notify the Active and Individual Members of its amended report as soon as feasible, but no later than the opening of the annual Member Assembly.

The committee may conduct valid business without a physical meeting by arranging a telephone conference call of committee members. A majority of the full committee must concur for action taken by a telephone conference call to be valid.

c. Active and Individual Members may participate in the nominations process as provided in these Bylaws.

d. An official ballot listing the names of all committees and Active member nominees shall be prepared before the opening session of the annual Member Assembly.

e. No person shall be a candidate for more than one office.

E. BYLAWS AND RESOLUTIONS COMMITTEE. The committee, at the discretion of the President, may be divided into two committees for the purpose of concentrated effort on particular tasks as assigned by the President. The committee shall:

1. Recommend to the Board for submission to the Member Assembly any proposed changes in the beliefs of the Association.

2. Coordinate and review all Resolutions submitted for consideration by the Board or Active and Individual Members.

3. Study and recommend to the Board proposed policies of the Board or changes to existing policies of the Board.

4. Participate in other activities in accordance with policies adopted by the Board.

F. PLANNING AND DEVELOPMENT COMMITTEE. The committee shall be chaired by the President-Elect and shall:

1. Review, analyze, and recommend to the Board new programs and services.

2. Review, analyze, and recommend building and equipment needs.

3. Review, update, and report annually Association goals and priorities.

4. Monitor the development of enhanced programs and services.

5. Review the evaluation of existing programs and services.

6. Review and coordinate the activities of the Board and its committees.

7. Monitor and evaluate the Association’s relationship with other associations and entities.

8. Participate in other activities in accordance with policies adopted by the Board.

ARTICLE 7: EXECUTIVE STAFF

Section 1: EMPLOYMENT. The Board shall employ an Executive Director.

Section 2: DUTIES.

A. The Executive Director shall manage, supervise, and direct the operation of the Association within the authority delegated by the Board. The Executive Director shall be a nonvoting ex officio member of the Member Assembly, and all standing and special committees appointed by the President.

B. The Executive Director, or designee, shall be the custodian of the records and proceedings of the Association and Board, and shall see that all notices are duly given as provided in these Bylaws.

C. Other executive staff and consulting personnel as may be hired shall undertake such duties, responsibilities, and authority as may be delegated by the Executive Director and shall be responsible to the Executive Director. The Executive Director, as authorized by the Board of Trustees, may employ, supervise, and discharge all personnel.

D. The Executive Director of the Association shall sign all authorized contracts and other obligations and undertakings in the name of the Association unless specifically prohibited by these Bylaws, or by further Resolutions, policies, rules, or regulations as may be adopted by the Board. Staff reporting on Association assignments shall be through the Executive Director who will retain ultimate responsibility for execution of all assignments.

Section 3: VACANCY. If there is a vacancy for any reason in the position of Executive Director, the President with the unanimous consent of all the other Officers may designate an Active Executive Director to serve until the Board shall employ an Executive Director. The Acting Executive Director shall have all the power and perform all the duties of the Executive Director.

ARTICLE 8: CALENDAR AND MEETINGS

Section 1: ANNUAL MEETING. The annual meeting of the Association will be held in January of each year during the annual winter MASBA conference.

Section 2: ANNUAL CONFERENCE. The annual conference of the Association will be held in January of each year.

Section 3: SPECIAL MEETINGS. The President of the Association may call a special meeting with the approval of the Board of Trustees.

Section 4: PARLIMENTARY PROCEDURES. All proceedings shall be conducted in accordance with the latest edition of Robert’s Rules of Order and other rules of procedure consistent with these Bylaws.

Section 5: QUORUMS.
A.MEMBER ASSEMBLY. A quorum of the Member Assembly shall consist of all Active and Individual Members in attendance at the scheduled meeting.

B.STANDING COMMITTEES. A quorum of the Standing Committees shall consist of one-third of the committee memberships, but no fewer than three.

Section 6: VOTING BY MEMBERS. All Active and Individual Members shall be Voting Members of the Association.

Section 7: PROXIES AND MAIL BALLOTS. No proxy vote or mail ballots shall be permitted.

ARTICLE 9: FISCAL AND LEGAL PROCEDURES

Section 1: FISCAL AND DUES YEAR. The fiscal year of the Association shall be September 1 through August 31. The dues year of the Association shall be September 1 through August 31.

Section 2: COMPENSATION AND REINBURSEMENT.
A. No Member of the Board, or Executive Committee, acting in the capacity of an Officer, shall receive compensation for services rendered. Certain expenses incurred by Officers in attending to the business of the Association may be paid by the Association, in accordance to policies adopted by the Board.

B. No Member of the Board or Executive Committee shall serve for compensation as an employee, consultant, or independent contractor of the Association.

Section 3: CONTRACTS. Except as otherwise provided by in these Bylaws, the Board may authorize any Officer or agent to enter into contracts and to execute or draw any instruments on behalf of the Association.

Section 4. LOANS. No loans shall be contracted on behalf of the Association, and no negotiable paper other than checks shall be issued in its name, except as authorized by the Board.

Section 5. DEPOSITS. All funds of the Association shall be deposited to the credit of the Association in such depositories as the Board may select or as may be selected by an Officer or agent designated by the Board.

Section 6. INCOME. All Association income shall be collected by an Officer or agent designated by the Board.

Section 7. DISBURSEMENTS. All bills, drafts, acceptances, checks, endorsements, or other evidence of indebtedness shall be signed by the Officer or agent designated by Executive Resolution.

Section 8. ANNUAL FINANCIAL REPORT. The Treasurer shall provide annually to the Board a report of all receipts and disbursements of Association funds. An Annual Financial Report shall subsequently be published.

Section 9. AUDIT. The Board shall designate an independent external auditor, or committee, to audit the financial records of the Association and to submit an annual audit report.

Section 10. LEGAL COUNSEL. The Board may retain outside legal counsel to advise in the legal affairs of the Association.

Section 11. BOOKS AND RECORDS. Any members of the Association, upon written demand, stating the purpose of the demand, has the right to examine and copy, in person, or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Association relevant to that purpose, at the expense of the member.

ARTICLE 10: LIMITATIONS OF LIABILITY

Section 1. LIMITATIONS OF LIABILITY.
No Officer of the Association shall be personally liable to the Association for monetary damages for any act or omission in the Officer’s capacity as an Officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of an Officer for (1) breach of Officer’s duty or loyalty to the Association, (2) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which the Officer received an improper personal benefit, whether or not the benefit resulted from an action taken within the scope of the Officer’s office, or (4) an act or omission for which the liability of an Officers is expressly provided in statute. An amendment or repeal of the Article shall be prospective only, and shall not adversely affect any limitation on the personal liability of an Officer of the Association existing at the time of such amendment or repeal. In addition to the circumstances in which an Officer of the Association is not personally liable as set forth in the preceding sentences, an Officer shall not be liable to the fullest extent permitted by an amendment to the Texas statutes hereafter enacted that further limits the liability of the Officer.

Section 2: INDEMNIFICATION.
The Association shall provide the broadest indemnification permitted by law to encourage service to the Board. Members of the Board, Officers, and employees of the Association shall not be personally liable for any acts performed or omitted for the Association in objective or subjective good faith. The Association shall defend and indemnify the Members of the Board, Officers, or employees against any pending or threatened action, suit, or proceeding, civil, or criminal, to which any Member of the Board, Officer, or employee is or may be made a party by reason of having been a Member of the Board, Officer, or employee of the Association, provided that the Member of the Board, Officer, or employee acted in good faith and reasonably believed that his or her conduct was in the Association’s best interest. The defense of such actions shall include payment of any and all expenses, including, without limitation, attorney’s fees, court costs, expert witness fees, and other reasonable expenses actually incurred by the Member of the Board, Officer, or employee in connection with or pertaining to proceedings, judgements, decrees, fines, penalties, or other amounts paid in satisfaction, in settlement of, or in connection with the defense. The Association may purchase insurance providing similar coverage for the Members of the Board, Officers, and employees. Nothing herein shall be deemed to prevent compromise of any litigation where the compromise is deemed advisable in order to prevent greater expense or cost in the defense or prosecution of such litigation.

Indemnification for any damages or expenses by a Member of the Board, Officer, or employee by way of this Article shall only apply to such amounts as are not payable and paid by the terms and conditions of any errors and omissions insurance policy purchased in favor of the Association, its Members of the Boards, Officers, and employees. The indemnification provided by this Article shall not be deemed to be exclusive of any others rights to which any persons indemnified may be entitled under any regulation, agreement, or otherwise. The indemnification provided by this article shall not be deemed exclusive of any other power to indemnify or right to indemnification that the Association or any person referred to in this Article may have or acquire under state and federal laws. Indemnification shall continue and inure to the benefit of the heirs, executors, successors, and administrators of persons entitled to indemnification under this Article. In a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Association will not indemnify a person who is found liable to the Association or is found liable to another on the basis of improperly receiving a personal benefit from the Association.

ARTICLE 11. COOPERATIVE ORGANIZATIONS

The Board may organize and participate in nonprofit associations or other legal entities whose mission and bylaws the Board determines to be consistent with Association beliefs and these Bylaws. The Board may withdraw from further participation whenever it determines that further participation would not be in the Association’s best interest.

ARTICLE 12. DISSOLUTION OF THE ASSOCIATION

In the event of dissolution of the Association, dissolution shall be in accordance with the provisions of the Internal Revenue Code Section 501c(3), the Articles of Incorporation, and Texas law. Notwithstanding anything contained herein to the contrary, upon dissolution of the Association, assets will first be used to pay all debts and obligations; remaining funds shall be distributed for Internal Revenue Code Section 501c(3) of the public purposes through pro rata distributions to such Association Active Members, which are school districts of the State of Texas, other states of the United States, as have contributed to the Association and which are Association Active Members for the year(s) of dissolution. The precise formula for distributions, and the timing thereof, shall be determined by the Board.

ARTICLE 13. AMENDMENTS

Upon prior written recommendation of the Board, these Bylaws may be amended at the annual Member Assembly by a vote of two-thirds of the members present and voting, provided that a copy of the proposed amendment shall be delivered by November 1 to the Bylaws and Resolutions Committee, or its designee, for its review and recommendation before consideration by the Member Assembly.