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Texas Association for Literacy & Adult Education (TALAE) Logo

Constitution and By-Laws
1998
Amended February 24, 2007

Table of Contents

Article I -- Organizational Name

Article II -- Organizational Structure

Article III -- Organizational Purposes

Article IV -- Memberships, Obligations and Privileges

Article V -- Elected Officers – Duties & Responsibilities

Article VI -- Officers – Qualifications, Elections/Vote, Vacancies, Removal Procedures

Section 1: Qualifications of elected Officers of TALAE
Section 2: The Election and Vote
Section 3: Vacancies occurring on the Executive Board shall be filled by the Executive Board at the next regular or special meeting.
Section 4: Removal of elected officials

Article VII -- Executive Board Duties & Responsibilities

Article VIII -- Committees – Executive & Standing

Article IX -- Meetings

Article X -- Finance

Article XI -- Constitution – Methods for Amending

Article XII -- General

Article I
Organizational Name

Section 1 The name of this Texas non-profit corporation is “Texas Association for Literacy and Adult Education.”
Section 2 The location of its registered office and principal place of business shall be the address of the current president

Article II
Organizational Structure

Section 1 TALAE, as used in these by-laws, shall refer to Texas Association for Literacy and Adult Education.
Section 2 “Member” means one having membership rights in TALAE in accordance with the requirements and provisions of its by-laws.
Section 3 “Executive Board,” comprised of elected officers and Board of Directors, means the groups of persons vested with the management of the affairs of TALAE.
Section 4 “Executive Committee,” as used in these by-laws, shall refer to the elected officers and have the usual and customary meaning for each category used (i.e. President, President-Elect, Vice-President, Secretary, Treasurer, and Immediate Past President.)
Section 5 “Board of Directors” is the group of nine (9) elected members that assists the officers in the management of the affairs of TALAE.
Section 6 The state shall be divided into eight (8) regions, as determined by the TALAE Executive Board, for the purpose of electing members for the Board of Directors, in order that each area of the state will be represented at all times.

Article III
Organizational Purposes

Section 1 The purposes of this organization are set forth in the by-laws.
Section 2 The purposes of this organization shall be:
  1. To promote the development of a comprehensive educational program for adults in the State of Texas
  2. To promote and encourage the professional growth of teachers, administrators and workers in the field of adult education and continuing education.
  3. To promote the interchange of ideas and cooperation among professional and volunteer adult education workers and organizations at all levels in the State of Texas.
  4. To cooperate with local, state, regional, and national adult education organizations interested in adult and continuing education.

Article IV
Memberships, Obligations and Privileges

Section 1 TALAE shall have memberships classified as “Adult Educator Full-time,” “Adult Educator Part-time,” “Supporting,” and “Student.”
Section 2 TALAE may issue certificates, cards, and/or other instruments evidencing membership rights, obligations, voting rights, and/or other rights as included in its by-laws.
Section 3 An “Adult Educator Full Time Membership” shall require annual dues and shall include the right to hold office, vote, and eligibility for all rights and privileges of TALAE.
Section 4 An “Adult Educator Part Time Membership” shall require annual dues and shall include the right to hold office, vote and eligibility for all rights and privileges of TALAE.
Section 5 A “Supporting Membership” shall require financial contributions annually and shall include such rights and privileges as determined by the Executive Board, but is not a voting membership.
Section 6 A “Student Membership” shall require annual dues and shall include such rights and privileges as determined by the Executive Board, but it is not a voting membership.
Section 7 “Institutional Memberships” shall require annual dues and shall include such rights and privileges as determined by the Executive Board for members specified in the Institutional Membership Form.
Section 8 The types, categories, numbers, obligations, rights and dues of membership may be changed, increased, decreased, or amended in any manner recommended by the Executive Board and approved by a majority of the members at the annual meeting by amending the by-laws of TALAE.
Section 9 Any member who resigns from TALAE shall be entitled to the rights and privileges of TALAE only for the remaining period covered by dues paid.
Section 10 The membership term or year shall be from July 1 of the current year through June 30 of the succeeding year.

Article V
Elected Officers – Duties & Responsibilities

Section 1 The elected officers of TALAE shall be a President, President-Elect, Vice President, Secretary, Treasurer, and nine (9) board members. One board member shall be elected from each of the eight regions in the state, and one board member shall be elected at-large. This shall apply to all elections held after 1/1/04.
Section 2 The officers shall take office September 1st following the annual election and shall serve a term of two years thereafter or until such time as their successors are elected.
Section 3 The president shall preside over the general meeting of TALAE and over meetings of the Executive Committee and the Executive Board. He/She shall have power to appoint all committees and/or individuals to perform specific tasks for the organization and shall be an ex-officio member of all committees, and he/she has the power to call special sessions of the Executive Committee, Executive Board, or general meetings as necessary to conduct business of TALAE.
Section 4 The President-Elect shall take over the duties of the President in his/her absence and other such duties as the President Directs. He/she shall serve as Chairman of the Program Committee. He/she shall appoint chairpersons for the Standing Committees for his/her term of office as President.
Section 5 The Vice-President shall take over the duties of the President-elect and President in their absences.
Section 6 The Secretary shall obtain and keep all records of the association. He/she shall conduct such correspondence as the President shall direct.
Section 7 The Treasurer shall keep an accurate record of all money turned over to him/her. No funds shall be disbursed except on vouchers signed by the Treasurer and President. The Treasurer shall present a report of the income and expenditures at all meetings of the Executive Board and submit an annual report to be posted on TALAE’s listserv. The Treasurer shall serve as Chairman of the Finance Committee.
Section 8 Texas Learns may, upon invitation, be represented by one of its members. The purpose of this representation shall be for reporting and advising. As well as invite representatives from other Adult Education / Literacy Organizations (i.e. Texas Family Literacy Organization, Texas Council of Adult Basic Education, etc.).

Article VI
Officers – Qualifications, Elections/Vote, Vacancies, Removal Procedures

Section 1 Qualifications of elected Officers of TALAE
  1. Candidate shall have been members of TALAE for two full consecutive calendar years prior to filing for office.
  2. A candidate for the office of President-Elect shall have served the interest of TALAE on the state level at lease one year in the last three years as an Officer, Board Member, Committee Chairperson, or Committee Member.
  3. A member who qualifies and desires to be a candidate for an elected office shall file with TALAE in February prior to election of officers during the month of April. The form for filing shall be furnished by the Nominations and Elections Committee.
Section 2 The Election and Vote
  1. A Nominations and Elections Committee of active TALAE members shall be appointed by the President and approved by the Executive Board, outside of its own membership, to supervise the nomination and election procedures and to conduct elections. Members of this committee shall not be eligible to be candidates for the office in the elections for which the committee is responsible.
  2. Present and mid-term members of the Board of Directors whose terms do not expire and who have been nominated for one of the elected offices, will retain their places on the Board of Directors in the event that they are not elected to an office. In the event a mid-term member is elected to an office, the vacancy shall be filled by appointment by the Executive Board.
  3. Nominations shall be received by the Nominations and Elections Committee in February for their names to be placed on the official election ballot.
  4. Officers and Directors shall be elected by ballot (mail, e-mail, fax, web based, or any other method as evolving technology allows) during the month of April as provided in the by-laws.
  5. In the event no officer candidate receives more than 50% of the votes in the April election, a run-off election will be held in May between the candidates receiving the greatest number of votes cast in the April election.
  6. Officers and members of the Board of Directors shall be elected for a two (2) year term. The offices of President-Elect, Treasurer, and Representatives from the North, South, Central, Coastal, and Far West regions will be elected during the even-numbered years. Those offices of Vice-President, Secretary, Representatives from the East, South-Central, and West regions, and Director-at-large will be elected during the odd-numbered years.
  7. In the event that no one files for an elected office, the Executive Board will nominate two (2) candidates to run for that office after conferring with those nominees.
  8. Each Adult Educator Full-Time and Adult Educator Part-Time membership will have one (1) official ballot with which to cast that vote.
  9. In the event an elected official resigns his/her position ninety (90) days or more before taking office, a special election will be held and conducted through the mail. Such elections shall be under the direction of the Nominations and Elections Committee, and they shall be responsible for securing qualified candidates for the position. In the event the resignation occurs less than ninety (90) days before the person is to take office, the Executive Board shall be responsible for appointing such officer.
Section 3 Vacancies occurring on the Executive Board shall be filled by the Executive Board at the next regular or special meeting.
Section 4 Removal of elected officials
  1. In seeking election as an officer or member of the Board of Directors of TALAE, a member voluntarily agrees to the following:
    1. If elected as treasurer or membership chairperson, to be bonded at TALAE expense in an amount to cover the total funds handled in a fiscal year.
    2. As a TALAE officer or Representative, will not commit TALAE for any expenditures exceeding $200 without prior approval of the Executive Board.
    3. Will relinquish their position as TALAE officer or Board Member after missing two (2) unexcused meetings as determined by the Board. In any event, will notify the TALAE President as early as possible prior to the meeting and advise of absence.
    4. Will have been a full dues paying member of TALAE for two (2) years prior to taking office and will keep dues paid during the time an office or board position is held.
    5. Agrees to diligently fulfill the duties to the position elected.
  2. Any TALAE officer or Board member will receive written notification of removal from office from the Executive Board of TALAE when any of the items above is violated.

Article VII
Executive Board Duties & Responsibilities

Section 1 The Executive Board shall consist of the six (6) officers of TALAE (President, President-Elect, Vice-President, Secretary, Treasurer, and Immediate Past President), and nine (9) Members of the Board of Directors (one from each of the eight regions and one at-large).
Section 2 In the interim between elections, the Executive Board shall, by appointment, fill vacancies of board members for the unexpired terms of the vacancy. Such appointment shall not be a part of the elected consecutive term of two (2) years.
Section 3 Meetings of the Executive Board shall be called by the President, by five (5) members of the Board of Directors, or by resolution of the Executive Board itself. When the President, President-Elect, and Vice-President are absent, the Executive Board members shall choose a chairperson.
Section 4 Notice of time and place of meetings of the Executive Board shall be given to all members of the Board and other persons the Board deems necessary by mail or by fax or e-mail at least twenty-one (21) days before the date of the meeting, except in case of an emergency meeting.
Section 5 The terms of office of the nine (9) elected members of the Board of Directors shall be two (2) years. The elections shall be so staggered that five (5) members shall be elected one year and four (4) the following year.
Section 6 At the beginning of each year, the incoming president, or his/her representative, shall conduct an orientation conference for the officers and directors who will be in office during the new year.
Section 7 The Executive Board shall determine the dues for the membership.

Article VIII
Committees – Executive & Standing

Section 1 The Executive Committee shall be composed of President, Vice-President, Secretary, Treasurer, and Immediate Past President of the TALAE organization. Each will have one (1) vote if present and voting.
Section 2 A majority of Executive Committee and/or Executive Board members at a meeting properly called by the President shall constitute a quorum.

The actions of a majority present at a meeting where a quorum is present are valid and binding.

Binding acts shall be taken by the Executive Board either in the meeting assembled or by mail or e-mail vote ordered by the Executive Board.
Section 3 The following Standing Committee Chairpersons shall be selected by the President-Elect to serve his/her term of office.
  1. Membership
  2. Scholarship
  3. Public Relations
  4. Professional Development
  5. Finance

This does not preclude the President-Elect from appointing other ad hoc committees as he/she sees a need.
Section 4 All members designated to serve on committees shall be appointed by official letter from the President.

Article IX
Meetings

Section 1 Annual meetings of the entire membership shall be held. The President will notify by posting to the TALAE web site or through e-mail groups or other methods as technology evolves as to the time and location of the annual meetings as soon as the exact date for said meeting has been set.
Section 2 The President is empowered to call other and/or special meetings for TALAE from time to time as he/she deems necessary or desirable.
Section 3 The President is empowered to call Executive Committee and/or Executive Board meetings to transact the business of TALAE whenever he/she deems it necessary or desirable. Every effort should be made to insure participation by all Executive Committee and/or Executive Board Members. Business may also be transacted through technological methods as long as appropriate documentation is maintained.
Section 4 Those eligible voting members present at the announced membership shall constitute a quorum.

Article X
Finance

Section 1 All matters of finance shall be under the control of the President and Treasurer, except as directed by the membership of TALAE.
Section 2 The treasurer shall, with Presidential approval, exercise financial responsibility for the approved budgeted items.
Section 3 All financial records shall be audited at each change in Treasurer office holder. The audit report shall be presented to the Board as it occurs and to the membership available through technological methods (i.e. web site etc.).
Section 4 The general books, records, accounts, and membership rolls shall be kept at the TALAE Treasurer’s office and shall be available for inspection by members at reasonable times.
Section 5 No dividends shall be paid and no part of the income of TALAE shall be distributed to its members, Regional Representatives or officers. However, it may pay compensation in a reasonable amount to its members, Regional Representatives or officers for SERVICES RENDERED if same is approved by the Board of Directors in a regular meeting or one called for the purpose of approving same.
Section 6 No loans shall be made by TALAE to its officers or directors.

Article XI
Constitution – Methods for Amending

Section 1 At any general meeting of TALAE by two-thirds (2/3) of the eligible voting members present and voting, provided copies of the proposed amendments and notifications of proposed action were submitted to the membership through technological means available (e-mail, web page etc.) thirty (30) days prior to the meeting.
Section 2 By mail ballot, providing ballots are returned within thirty (30) days of date proposed amendments are sent to membership. A two-thirds (2/3) majority of the eligible members responding shall be required for the amendment(s) to pass.

Article XII
General

Section 1 Robert’s Rules of Order shall govern the conduct of the meetings of TALAE.
Section 2 A Parliamentarian shall be appointed by the Executive Board from its members to serve during the TALAE administrative year.

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