BYLAWS
OF THE
TEXAS CHAPTER OF THE
NATIONAL ASSOCIATION FOR MULTICULTURAL EDUCATION
Revised March 28,
2009
ARTICLE I - NAME
The name of the organization is the Texas Chapter of the
National Association for Multicultural Education (NAME).
ARTICLE II - PURPOSES
OF THE ORGANIZATION
The Association has been organized to operate exclusively for
charitable, benevolent, scientific, literary, cultural and educational purposes,
including but not limited to: advancing a philosophy of inclusion that embraces
the basic tenets of cultural pluralism; promoting cultural and ethnic diversity
as a national strength; fostering equity for all regardless of culture,
ethnicity, race, language, age, gender, exceptionality, or sexual orientation;
promoting professional and social exchanges between persons with an interest in
multicultural education from all academic disciplines and from diverse
educational institutions and occupations; and representing and addressing the
needs of the multicultural education community. The Association shall have, in
furtherance of the aforesaid purposes, all of the powers conferred upon
corporations organized pursuant to the provisions of the Texas Nonprofit
Corporation Law and the laws governing the national organization.
ARTICLE III - OFFICES AND REGISTERED AGENT
Section 1 - Offices
The Association shall
maintain continuously in Texas a registered office as such place as may be
designated by the State Board of Directors.
Section 2 - Representative
The Association shall maintain continuously within Texas a
registered representative, which shall be designated by the Texas Board of
Directors.
Section 3 - Changes
Any change in the
registered office or representative of the Corporation shall be accomplished in
compliance with the Texas Nonprofit Corporation Law and as provided in these
Bylaws.
ARTICLE IV -
MEMBERSHIP
Section 1
Membership in the National
Association automatically makes a Texas resident a member in the Texas Chapter.
Membership in the National Association shall be unlimited as to individuals and
institutions that support the principles and objectives of the National
Association upon application and payment of the applicable membership fees.
Section 2
There shall be the following categories of
membership:
- Regular
: Individuals who are employed by school districts,
private or parochial schools, colleges, universities, government agencies,
organizations, or other entities.
- Student
: Students who are enrolled as students in K-12,
undergraduate or graduate schools. (A copy of the student's ID should be
submitted with the membership application.)
- Retired
: Individuals who are no longer working in employed
positions.
- Community
: Individuals who actively work in the community to
support multicultural education, but are not employed in a professional role for
that purpose.
- Institutional
: Schools, school districts, colleges and universities,
government agencies, organizations or other institutions are eligible for
membership. An institutional member receives two sets of the same materials as
individual members, and in addition may designate two individuals as its voting
representatives.
Section 3
Each of the above membership
categories may also qualify as (1) Life and/or (2) Contributing membership, with
such privileges and rights as may be determined by the National Board of
Directors.
Section 4
The National Board of Directors is
authorized to offer its publications and related goods and services, with or
without a fee and upon such terms and conditions as it may determine, to
subscribers, provided, however, that such subscribers shall not be eligible to
vote or enjoy other rights or privileges as members of the Association by virtue
of said subscriptions.
Section 5
The dues year shall be a
Member's Membership year. All dues are payable on the first day of a Member's
Membership Year.
Section 6
No person shall be qualified to
exercise any right or privilege of membership who is delinquent in membership
dues.
Section 7
Annual or other dues and assessments for
membership, including creation of various levels of dues for each category of
membership, as well as the privileges and responsibilities accorded categories
of membership, shall be determined from time to time by the Board of Directors.
ARTICLE V - ANNUAL
MEMBERSHIP MEETING
Section 1
The Texas Chapter of the
Association shall meet once a year in convention in the spring or at such other
time and at a place designated by the Board of Directors. At that Annual
Business Meeting, the members shall meet in plenary session to transact any
business of the Texas Chapter of the Association.
Section 2
Special meetings of the members shall be called by the President on
written request of at least a majority or more of regular members, provided,
however, that no more than one quarter of the petitioning members shall reside
in the same region, or on written request of two-thirds of the Board of
Directors. The petitioning members shall state with particularity the item(s) of
business to be considered at the special meeting. When a special meeting is thus
called, the Secretary shall duly mail proper notice to the last known address of
each member of the Association for receipt at least thirty (30) days before such
special meeting is to be held. The notice shall specify the time and place of
the meeting and the items of business to be considered. No other business shall
be transacted at the special meeting other than that specified in the call.
ARTICLE VI - OFFICERS
Section 1 - Officers
The Officers of the
Texas Chapter of the Association shall be a President, a President-Elect,
Immediate Past-President, a Parliamentarian and such other officers as may from
time to time be deemed advisable by the Board of Directors.
Section 2
- Eligibility
Each officer must be a member in good standing of the
Texas Chapter and the Association for at least one year and must maintain
membership in the Association for the duration of the term of office.
Section 3 - Election and Terms
Officers shall be elected
as set forth in these Bylaws. With the exception of the initial President, the
term of an Officer shall be one year. The President-Elect shall succeed to the
office of President. The term of an Officer shall also expire by his or her
resignation or removal in accordance with these Bylaws.
Section 4 -
Vacancies
If the office of the President becomes vacant, the
President-Elect shall become President for the unexpired term. If the Office of
the President-Elect becomes vacant, the Board of Directors shall elect one of
its members for the unexpired term. If any other office becomes vacant, the
Board of directors shall elect an eligible member to fill the office for the
unexpired term. Service in an office for the unexpired term shall not make the
officer ineligible for nomination or election to that office or any other
office.
Section 5
The President, the President-Elect, the
Executive Secretary-Treasurer and such other Officers as may be authorized by
the Board of Directors may enter into and execute on behalf of the Texas Chapter
of the Association contracts, leases, debt obligations and all other forms of
agreements or instruments, whether under seal or otherwise permitted by law, the
Articles of Incorporation and these Bylaws, except where such documents are
required by law to be otherwise signed and executed, or where the signing and
execution thereof shall be exclusively delegated to some other Officer or agent
of the Texas Chapter of the Association.
Section 6
The
duties and powers of the Officers of the Texas Chapter of the Association shall
be as provided in these Bylaws, or as provided pursuant to these Bylaws.
Section 7
All of the Officers of the Texas Chapter of the
Association shall serve without compensation, but may be reimbursed, from time
to time, for necessary and appropriate expenses, upon approval of the Board of
Directors.
ARTICLE VII - DUTIES
OF OFFICERS
Section 1
The President shall be the chief
operating officer of the Texas Chapter of the Association and shall preside at
meetings of the Board of Directors, the Executive Committee of the Board of
Directors, and the Membership Meetings. The President, subject to the control of
the Board of Directors shall supervise and control the affairs of the Texas
Chapter of the Association in accordance with any policies and directives
approved by the Board of Directors. Unless otherwise provided in these Bylaws or
by the Board of Directors, the President shall appoint the chairperson and
members of each committee of the Texas Chapter of the Association and may
appoint such special assistants and/or consultants as he or she may deem
necessary and appropriate. Special assistants or consultants shall serve without
compensation.
Section 2
The President-Elect shall
coordinate and supervise preparations for the annual membership meeting,
coordinate and supervise special programs and perform such other duties as the
President and the Board of Directors may assign and, except as otherwise
provided, the duties of the President when the President is disabled from
performing his or her duties or absent from meetings where the President would
preside.
Section 3
The Executive Secretary-Treasurer shall
coordinate and supervise the membership program of the Texas Chapter of the
Association, serve as Chairperson of the Membership Committee, keep the minutes
and records of the annual meetings and any other meetings of the Texas Chapter
of the Association, the Board of Directors, and the Executive Committee of the
Board of Directors; keep the roster of membership of the Texas Chapter of the
Association and issue membership cards; receive and keep as property of the
Texas Chapter of the Association, all papers, addresses and reports to and of
the Texas Chapter of the Association, give all notices required in these Bylaws
or by law; assist with the publications of the Texas Chapter of the Association;
and generally perform all duties customary to the Office of Secretary. The
Executive Secretary-Treasurer shall have custody of the official seal of the
Texas Chapter of the Association and authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his or her
signature.
Section 4
The Executive Secretary-Treasurer
shall receive and supervise the safekeeping and expenditure of the funds and
investments of the Texas Chapter of the Association and perform all duties
customary to that office. The Executive Secretary-Treasurer shall be responsible
for, and supervise the methods and procedures used in the receipt, collection,
recording and safekeeping of all funds, and the procedures for disbursements in
the books of the Texas Chapter of the Association. The Executive
Secretary-Treasurer shall deposit or cause to be deposited all monies or other
valuable effects in the name of the Texas Chapter of the Association in such
depositories as shall be selected by the Board of Directors. The Executive
Secretary-Treasurer shall report on the financial condition of the Texas Chapter
of the Association at all membership meetings, meetings of the Board of
Directors and at other times when called upon by the President. The Executive
Secretary-Treasurer shall make the financial books and records of the Texas
Chapter of the Association available for examination and audit by independent
accountants.
Section 5
The Parliamentarian shall serve as
the parliamentarian at meetings of the Texas Chapter of the Association and at
such other meetings as requested by the President and the Board of Directors and
as Chairperson of the Bylaws Committee, and perform such duties as the President
and the Board of Directors may assign.
Section 6
In
addition to the duties and powers of the Officers as provided in these Bylaws,
the officers shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
ARTICLE VIII - BOARD
OF DIRECTORS
Section 1 - General Powers and Duties
The
powers of this Texas Chapter of the Association shall be exercised by a Board of
Directors. The Board of Directors shall control, formulate policy for, and
administer the affairs of the Texas Chapter of the Association during the period
between annual and special meetings of the members. The Board of Directors may
appoint and define the duties of an Executive Secretary-Treasurer who shall
serve at the pleasure of the Board. The Board of Directors shall have the power
to change the registered agent and registered office of the Texas Chapter of the
Association. The Board of Directors shall have, and may exercise, any and all
powers provided in the Articles of Incorporation and the Texas Nonprofit
Corporation Law which are necessary or convenient to carry out the purposes of
the Texas Chapter of the Association.
Section 2 - Composition of the
Board of Directors
- The Board of Directors
shall consist of twelve (13) persons. The number of directors may be increased
or decreased from time to time by an amendment to these Bylaws, but shall be no
fewer than three (3). There shall be one vote per member of the Board.
- The Board of Directors
shall be composed of:
- The President, the
President-Elect, the Immediate Past President, and the Parliamentarian.
- Nine (9) representatives
elected at large.
Section 3 - Eligibility and Term
- The eligibility and term
of the officers is delineated in Article VI.
- At-large members of the
Board of Directors must be regular members of the Texas Chapter of the
Association in good standing and shall be elected to serve for a term of two (2)
years. Three of these at-large members shall be elected each year. Mid-term
at-large vacancies on the Board of Directors shall remain unfilled until the
next regular election, at which time they may be filled for the remainder of
their term through the regular election procedure. Service as an at-large member
for the unexpired term shall not make the member ineligible for nomination or
election to that position for a full term.
Section 4 - Vacancies
- Any vacancy in the Board
of Directors among the officers of the Texas Chapter of the Association by
reason of death, resignation or disqualification shall be filled in accordance
with Article VI.
- Any vacancy in the Board
of Directors by reason of death, resignation or disqualification shall be filled
by the Board by an eligible regular member upon the recommendation of the
Nominating Committee.
Section 5 - Resignation
A Director may
resign at any time by giving notice thereof in writing to the President.
Section 6 - Removal
After prior written notice and an
opportunity to be heard, any at-large member who fails to maintain membership in
the Association or who fails to perform the duties of office satisfactorily may
be removed from office by a vote of two-thirds of the Board of Directors present
and voting. Failure to attend two (2) consecutive regular meetings of the Board
of Directors may constitute cause for automatic removal, without notice, under
this Section.
ARTICLE IX - MEETINGS
OF THE BOARD OF DIRECTORS
Section 1
Regular meetings of the Board of
Directors shall be held no less than three (3) times each year. The time and
place of other regular meetings of the Board of Directors shall be designated by
the President and announced in the publication of the Texas Chapter of the
Association or in a mailing to each member of the Association at least thirty
(30) days in advance of the meeting date.
Section 2
The
meetings may be held outside of the state, but should be within the Region.
Section 3
Written notice of all regular meetings shall be
sent to the Board of Directors at least ten (10) days in advance of the meeting
date.
Section 4
Special meetings shall be called at the
request of one-third (1/3) of the Directors in office or at the request of the
President upon notice of five (5) days. The notice shall state with
particularity the item(s) of business to be considered at the special meeting.
No other business shall be transacted at the-special meeting other than that
specified in the notice.
Section 5
Notice of a meeting of
the Board of Directors shall specify the date, time, and place of the meeting.
Notice must be either delivered personally to each Director or mailed.
Section 6
At any meeting, the presence of fifty percent
plus one (50% + 1) of the members of the Board of Directors shall constitute a
quorum for the transaction of business.
Section 7
Except
as otherwise provided by law, the Articles of Incorporation or these Bylaws, all
matters before the Board of Directors shall be decided by a majority vote of the
Directors present at a meeting at which a quorum exists.
Section 8
Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if the text of the resolution
or matter agreed upon is sent to all Directors in office and all the Directors
in office consent to such action in writing or by electronic mail, setting forth
the action taken. Such consent shall have the same force and effect as a vote of
the Board of Directors at a meeting and may be described as such in any document
executed by the Texas Chapter of the Association.
Section 9
Any and all Directors may participate in a meeting of the Board of
Directors, or a Committee of the Board of Directors, by means of conference
telephone or by means of communications by which all persons participating in
the meeting are able to hear one another, or by proxy, and such participation
shall constitute presence in person at the meeting.
Section 10
Minutes of the proceedings of the Board of Directors and the
Executive Committee shall be open to inspection by any member of the Texas
Chapter of the Association.
Section 11
Members of the
Texas Chapter of the Association may attend all meetings of the Board of
Directors and shall have a voice but not a vote when so attending.
ARTICLE X COMMITTEES
OF THE BOARD
Section 1
The standing committees of the
Texas Chapter of the Association shall be as follows:
- Executive Committee
- Nominating Committee
- Publications Committee
Section 2
The Executive Committee shall
consist of the Officers of the Texas Chapter of the Association. The President
shall be the Chairperson of the Executive Committee. The Board of Directors may
designate two other Directors as members of the Committee. Except as otherwise
required by law or these Bylaws for any matters which are required to be
submitted to the Board of Directors for its approval, the Executive Committee,
under the policy guidance of the Board, shall act for the Board between meetings
and such action shall be reviewed for the Board at its next meeting. The
Executive Committee shall keep regular minutes of its proceedings and shall
report the same to the Board of Directors when required. Vacancies in the
Executive Committee shall be filled by the Board of Directors at a regular or
special meeting.
Section 3
The Nominating Committee shall
consist of six (6) members of the Texas Chapter of the Association, each from
different geographic regions, appointed by the President, with the approval of
the Board of Directors. The Chairperson within the state shall be appointed by
the President, with the approval of the Board. The Committee shall oversee and
supervise nomination and election procedures for the following: The President,
the President-Elect, the Parliamentarian, and the At-Large members of the Board
of Directors. At the request of the Board of Directors or the President or as
directed pursuant to these Bylaws, the Committee shall present nominations for
other offices and positions of the Texas Chapter of the Association.
Section 4
The Publications Committee shall consist of not
less than five (5) members of the Texas Chapter of the Association, appointed by
the President, with the approval of the Board of Directors. The Chairperson
shall be appointed by the President with the approval of the Board. The
Committee shall be responsible for producing all the publications of the Texas
Chapter of the Association including newsletters, magazines and journals.
Section 5
The Board of Directors, by resolution, may
create administrative and/or ad hoc committees, such as Fundraising, Membership,
Bylaws, External Relations, Communications and Convention Committees, Consisting
of Directors or other persons, which committee(s) shall have such authority as
the Board of Directors may be law and these Bylaws direct. Chairpersons of any
administrative committees shall make regular reports of committee activities to
the Board of Directors when required. Chairpersons of administrative committees
may attend all meetings of the Board of Directors and shall have a voice but,
unless otherwise eligible to vote as a member of the Board of Directors, may not
vote when so attending.
ARTICLE XI -
ELECTIONS
Section 1
The nomination of candidates for
officers and at-large members of the Board of Directors of the Texas Chapter of
the Association shall be by application to the Nominating Committee. A
biographical résumé and statement prepared by or, with the nominee's consent, on
behalf of the nominee indicating qualifications for the office sought, including
the nominee's activities in multicultural education and communities, shall be
submitted to the Committee.
Section 2
General requirements
for elected officers include:
- Nominees for office
shall be members of the Texas Chapter of the Association at the time of
nomination and, if elected, shall maintain membership in the Association during
their term of office.
- No person shall hold
more than one office, elected or appointed, simultaneously.
- Newly elected officers
shall take office at the meeting of the Board Directors following the Annual
Business Meeting. They shall replace the outgoing officers of the Board, who
shall meet with the Board for the last time at the Board of Directors meeting
prior to the Annual Business Meeting.
Section 3
The Nominating Committee shall
nominate at least one (1) member in good standing for the offices of
President-Elect, Parliamentarian, and three (3) members in good standing for the
At-Large members of the Board of Directors. The Committee shall make its report
to the members of the Texas Chapter of the Association prior to the annual
convention. Members may also write in candidates on the ballot.
Section 4
The vote of an institutional affiliate in good
standing may be cast by any authorized designee of the affiliate registered at
the annual membership meeting.
Section 5
Time of
Elections. The election of officers and members of the Board of Directors shall
be held at the annual membership meeting.
Section 6
Election Schedule. The Executive Committee shall review and announce
annually the election schedule for the following year consistent with the timing
specified in the Articles of Incorporation and these Bylaws.
ARTICLE XII - STATE
CHAPTER ORGANIZATION & RESPONSIBILITIES
Section 1
The Texas Chapter of the
Association shall be a state chapter deriving a significant part of its strength
from its members being organized within the various parts of the state.
Section 2
The Texas Chapter of the Association shall be
allowed to set their own dues provided that they not be more than 1/5 of the
annual national membership dues for regular members.
Section 3
The Texas Chapter of the Association shall:
- Report on chapter
activities to the Regional Director and at meetings of the Board of Directors;
- Report on the chapter's
financial activities to the Regional Director and at meetings of the Board of
Directors;
- Conduct any and all
activities appropriate to advance the principles and objectives of the
Association consistent with these Bylaws.
Section 4
Within Texas, the Board of
Directors may authorize local chapters or other subdivisions, with such
privileges and rights as may be determined by the Board of Directors, upon the
Board's approval of a petition submitted and signed by twenty-five (25) regular
members of the Texas Chapter of the Association residing in the proposed local
chapter or division.
Each local chapter shall:
- Report on chapter
activities to the Regional Director and at meetings of the Board of Directors;
- Report on the chapter's
financial activities to the Regional Director and at meetings of the Board of
Directors;
- Conduct any and all
activities appropriate to advance the principles and objectives of the Texas
Chapter of the Association consistent with these Bylaws.
Section 5
For good cause and after notice
and an opportunity to be heard, the Board of Directors may suspend or terminate
a local chapter or division at a special meeting called for that purpose.
ARTICLE XIII - STATE
PRESIDENT'S DUTIES TO THE ASSOCIATION
Presidents shall: Assist the National Regional Director in
carrying out his or her responsibilities; coordinate submission of reports of
the state chapter to the Regional Director and the National Board of Directors;
conduct an annual membership meeting and perform such other duties as may be
assigned by the State or National Board of Directors.
ARTICLE XIV -
OPERATIONAL PROVISIONS
Section 1
All checks, drafts, or other
orders for the payment of money issued in the name of the Texas Chapter of the
Association shall be signed by the President and/or the Executive
Secretary-Treasurer. Expenditures greater than petty cash necessitate Board
approval or Executive Committee Approval. All such orders for payment shall be
reported to the Treasurer within 48 hours.
Section 2
All
funds of the Texas Chapter of the Association not otherwise employed shall be
deposited from time to time to the credit of the Texas Chapter of the
Association in such banks, trust companies and other depositories in the state,
or in other locations as the Board of Directors may select.
Section 3
An annual, independent audit of the Texas Chapter of the Association
shall be conducted and budget submitted by the Executive Secretary-Treasurer to
the Board of Directors at the first regular meeting of the Board following the
annual membership meeting. The Board of Directors shall approve and adopt a
budget for the Texas Chapter of the Association each year.
Section 4
The Texas Chapter of the Association shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
Board of Directors and of any committee having the authority of the Board of
Directors and shall keep at its registered office or principal office a record
of the names and addresses of all members.
Section 5
The
fiscal year of the Texas Chapter of the Association shall begin with the first
day of July and end on the thirtieth day of June each year.
Section 6
The Texas Chapter of the Association must provide an annual tax
reporting and file appropriate forms.
ARTICLE XV -
EXECUTIVE DIRECTOR
Section 1
The Board of Directors or the
President, with the approval of the Board of Directors, may appoint and define
the duties of an Executive Secretary-Treasurer, who shall serve at the pleasure
of the Board, at a salary and for a term to be determined by the Board, to carry
out the day-to-day operations of the Texas Chapter of the Association. The
Executive Secretary-Treasurer, under the direction of the Executive Committee,
shall supervise the various activities of the Texas Chapter of the Association
and shall be responsible for liaison between the Board and the activities of the
Texas Chapter of the Association within the committees and the regions and at
all levels.
Section 2
The Executive Secretary-Treasurer
normally shall attend all meetings of the Executive Committee and the Board of
Directors and shall have a voice but, unless otherwise entitled to vote as a
member of the Board of Directors, may not vote when so attending.
ARTICLE XVI -
INDEMNIFICATION
Upon approval of a majority of disinterested members of the
Board of Directors, Directors and Officers and former Directors and Officers of
the Texas Chapter of the Association may be indemnified for the expenses of
defending actions arising against them by virtue of their being or having been
such Director or Officer, provided they are found not liable or, if found
liable, acted in good faith or without reasonable cause to believe his or her
conduct was unlawful.
ARTICLE XVII -
AMENDMENTS TO THE BYLAWS
These bylaws may be amended at any meeting of the Texas
Chapter of the Association by a two-thirds (2/3) vote of the members of the
Texas Chapter of the Association then eligible to vote, provided that notice of
the proposed amendment or amendments shall have been mailed to the membership at
least fourteen (14) days before the meeting.
Adopted by unanimous
resolution of the chartering Board of Directors of the NAME State Chapter of
Texas on: September 30, 2000
Ratified and approved by unanimous
resolution of the chartering board of directors on: June, 2000.
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