By-Laws of the Texas Chapter of the National Association for Multicultural Education
Amended April 20, 2013
ARTICLE I - NAME
The name of the organization is the Texas Chapter of the National Association for Multicultural Education (TXNAME), also referred to as the Texas Chapter and/or The Association.
ARTICLE II - PURPOSES OF THE ORGANIZATION
Under the auspices of the National Organization, whereas National Organization refers to the parent organization (www.nameorg.org), The Texas Chapter 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 Texas Chapter 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 Act and the laws governing the National Organization.
ARTICLE III – MISSION OF TEXAS CHAPTER
The Texas Chapter of the National Association of Multicultural Education is committed to the development and implementation of the goals and objectives set forth by the National Association of Multicultural Education. It is our vision that all students have full and fair participation in a just society by learning the intrinsic value of their own self-worth and learning to value and respect diversity. We will work actively to promote the basic tenets of democracy, cultural pluralism and equity for all by educating all stakeholders (educators, students, policy-makers, parents and community members) about the goals and meanings of multicultural education; recruitment of new stakeholders at all levels; implementing instructional strategies and curriculum that encourage equal participation, appreciation of diversity and social action from all students; advocating the adoption of educational materials that accurately reflect the contributions and perspectives of all members of society and are free from bias; and by engaging each other in on-going professional dialogue.
ARTICLE IV- OFFICIAL POST OFFICE BOX OFFICES AND REGISTERED AGENT
Section 1 -Official Post Office Box
The Texas Chapter shall maintain continuously in Texas a post office box at such place as may be designated by the State Board of Directors.
Section 2 –Access
The Texas Chapter’s current president and treasurer shall have access to the post office box.
Section 3 - Changes
Any change in the official post office box shall be made by vote of the Texas Chapter Board of Directors and accomplished in compliance with the Texas Nonprofit Corporation Act and as provided in these By-Laws.
ARTICLE IV - MEMBERSHIP
Section 1 - Definition
Membership in the National Association automatically makes a Texas resident a member in the Texas Chapter of NAME. 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 -Categories
There shall be the following categories of membership in the Texas Chapter:
Regular: Individuals who are employed by school districts, private or parochial schools, colleges, universities, government agencies or organizations, or other entities.
Student: Individuals whose primary occupation is that of student. and/or who are enrolled in undergraduate or graduate schools.
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.
Life/and or Contributing Member: Individuals interested in Life and/or Contributing Membership, with such privileges and rights as may be determined by the National Board of Directors, would apply via the National Association website (www.nameorg.org), and should designate initial membership with the Texas Chapter
Membership dues are paid annually, except for Life members.
Section 4 - Good Standing
A member shall be deemed to be in good standing when that member has paid all applicable dues, fees and assessments. A member in good standing shall be qualified to exercise any right or privilege of membership. No person shall be qualified to exercise any right or privilege of membership who is delinquent in membership dues.
Section 5-Annual or Other Dues
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 – Annual Conference
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
Special meetings of the members shall be called by the President as deemed necessary or on written request of at least a majority or more of members, 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 called, the Secretary shall duly e-mail proper notice to the last known address of each member of the Association 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, Secretary, Treasurer, Parliamentarian, and such other officers as may 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. The President-Elect, Secretary, Treasurer, and Parliamentarian must have served one term on the board prior to their election.
Section 3 - Election and Terms
Officers shall be elected as set forth in these By-Laws, with the exception of the President and Immediate Past-President. The President-Elect shall succeed to the office of President. The President shall succeed to the office of Immediate Past-President. The term of an Officer shall be two years. The term of an Officer shall also expire by his or her resignation or removal in accordance with these By-Laws. The Officer terms shall be staggered with President-Elect, Secretary, and three members-at-large positions up for election during EVEN years, and the Treasurer, Parliamentarian, and four members-at-large positions up for election during ODD years.
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 - Authorization
The President, President-Elect, 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 contracts, leases, debt obligations and all other forms of agreements or instruments, whether otherwise permitted by law, the Articles of Incorporation and these By-Laws, 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.
Section 6 - Officer Duties
The duties and powers of the Officers of the Texas Chapter shall be as provided in these By-Laws, or as provided pursuant to these By-Laws.
Section 7 - Compensation
All of the Officers of the Texas Chapter shall serve without compensation, but may be reimbursed, for necessary and appropriate expenses, upon approval of the Board of Directors.
ARTICLE VII - DUTIES OF OFFICERS
The President shall be the chief operating officer of the Texas Chapter 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 in accordance with any policies and directives approved by the Board of Directors. Unless otherwise provided in these By-Laws or by the Board of Directors, the President shall appoint the chairperson and members of each committee of the Texas Chapter 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.
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 unable to perform his or her duties or absent from meetings where the President would preside.
Immediate Past-President shall serve as advisor to the Board and perform duties as designated by the President or Board of Directors.
The Secretary shall coordinate and supervise the membership program of the Texas Chapter, serve as Chairperson of the Membership Committee, keep the minutes and records of the annual meetings and any other meetings of the Texas Chapter, the Board of Directors, and the Executive Committee of the Board of Directors; keep the roster of membership of the Texas Chapter and issue membership cards; receive and keep as property of the Texas Chapter, all papers, addresses and reports to and of the Texas Chapter, give all notices required in these By-Laws or by law; assist with the publications of the Texas Chapter; and generally perform all duties customary to the Office of Secretary.
The Treasurer shall receive and supervise the safekeeping and expenditure of the funds and investments of the Texas Chapter and perform all duties customary to that office. The 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. The Treasurer shall deposit or cause to be deposited all monies or other valuable effects in the name of the Texas Chapter in such depositories as shall be selected by the Board of Directors. The Treasurer shall report on the financial condition of the Texas Chapter at all membership meetings, meetings of the Board of Directors and at other times when called upon by the President. The Treasurer shall make the financial books and records of the Texas Chapter available for examination and audit by independent accountants.
The Parliamentarian shall serve as parliamentarian at meetings of the Texas Chapter and at such other meetings as requested by the President and the Board of Directors, and perform such duties as the President and the Board of Directors may assign. The duties shall include training the officers on parliamentary procedures, conducting parliamentary workshops, supervising credentials and elections, presiding over contentious meetings, providing formal parliamentary opinions, creating and revising By-Laws, and advising on parliamentary talks and strategies.
In addition to the duties and powers of the Officers as provided in these By-Laws, the officers shall exercise such powers and perform such duties as shall be determined by the Board of Directors.
ARTICLE VIII - BOARD OF DIRECTORS
Section 1 - General Powers and Duties
The powers of this Texas Chapter 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 during the period between annual and special meetings of the members. 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.
Section 2 - Composition of the Board of Directors
The Board of Directors shall consist of thirteen (13) persons. The number of directors may be increased or decreased by an amendment to these By-Laws, 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:
Six officers: President, President-Elect, Immediate Past-President, Secretary, Treasurer, and Parliamentarian, and
Seven (7) 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 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 during the EVEN year and four in the ODD year. Mid-term at-large vacancies on the Board of Directors may 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 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 member upon the recommendation of the Nominating Committee.
Section 5 - Resignation
A member of the Board of Directors 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 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 the Board of Directors. 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
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 electronically, to each member of the Board of Directors at least fourteen 14 days in advance of the meeting date.
The meetings may be held outside of the state, but should be within the Region.
Special meetings shall be called at the request of one-third (1/3) of the Board of 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.
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 Board Member or mailed.
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.
Except as otherwise provided by law, the Articles of Incorporation or these By-Laws, all matters before the Board of Directors shall be decided by a majority vote of the Board of Directors present at a meeting at which a quorum exists.
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.
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.
Members of the Texas Chapter 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
The standing committees of the Texas Chapter of the Association shall be as follows:
Annual Conference Committee
The Executive Committee shall consist of the Officers of the Texas Chapter. The President shall be the Chairperson of the Executive Committee. The Board of Directors may designate two other Board members as members of the Committee. Except as otherwise required by law or these By-Laws 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.
The Nominating Committee shall be chaired by the Immediate Past-President and consist of at least two members at large. The Committee shall oversee and supervise nomination and election procedures for the following: the President-Elect, Secretary, Treasurer, Parliamentarian, and 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 By-Laws, the Committee shall present nominations for other offices and positions of the Texas Chapter.
The By-Laws Committee shall be chaired by the Parliamentarian and consist of the President, and at least two members appointed by the President. This committee will be responsible for a bi-annual systematic review.
The Membership Committee shall be chaired by the Secretary and include the President-Elect and at least one Board member appointed by the President. This committee will be responsible for keeping membership roster up-to-date, sending announcements, notices, etc.
The Annual Conference Committee shall be chaired by the President-Elect and include other Board Members appointed by the President.
Ad Hoc Committees
The Board of Directors, by resolution, may create administrative and/or ad hoc committees, consisting of Directors or other persons, which committee(s) shall have such authority as the Board of Directors may be law and these By-Laws 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
The nomination of candidates for officers and at-large members of the Board of Directors of the Texas Chapter shall be sent by the nomination form 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.
General requirements for elected officers include:
Nominees for office shall be members of the Texas Chapter 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.
The Nominating Committee shall nominate members in good standing for all open positions designated in the EVEN and ODD years. See Article VI, section 3.The Committee shall make its report to the members of the Texas Chapter prior to the annual convention.
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.
Time of Elections. The election of officers and members of the Board of Directors shall be held electronically at least thirty (30) days prior to the annual conference business meeting. In the case of extenuating circumstances, the election shall take place at the annual meeting.
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 By-Laws.
ARTICLE XII - STATE CHAPTER ORGANIZATION & RESPONSIBILITIES
The Texas Chapter shall be a state chapter deriving a significant part of its strength from its members being organized within the various parts of the state.
The Texas Chapter 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.
The Texas 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 Association consistent with these By-Laws.
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 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 consistent with these By-Laws.
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
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 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.
All funds of the Texas Chapter not otherwise employed shall be deposited from time to time to the credit of the Texas Chapter in such banks, trust companies and other depositories in the state, or in other locations as the Board of Directors may select.
An annual, independent audit of the Texas Chapter shall be conducted and submitted 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 each year.
The Texas Chapter 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.
The fiscal year of the Texas Chapter shall begin with the first day of July and end on the thirtieth day of June each year.
The Texas Chapter must provide an annual tax report and file appropriate forms to the national organization.
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 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 BY-LAWS
These By-Laws may be amended at any meeting of the Texas Chapter by a two-thirds (2/3) vote of the members of the Texas Chapter 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 TXNAME chapter September 30, 2000. Ratified and approved by unanimous resolution of the chartering board of directors on June, 2000.
Amended by unanimous vote April 20, 2013 at business meeting of the annual TXNAME conference held at Texas State University-San Marcos.