Texas Leadership Center

1.01 These Amended Bylaws constitute the code of rules adopted by Texas Leadership Center for the regulation and management of its affairs.

2.01 “Amended Articles” means the Articles of Incorporation of the Corporation as the same may be amended from time to time.

2.02 “Board” means the Board of Directors of the Corporation.

2.03 “Chairperson” means the Chairperson of the Board.

2.04 “Code” means the Texas Business Organizations Code.

2.05 “Corporation” means Texas Leadership Center.

2.06 “Director” means the President, President-Elect, and Vice-President of TASA, and the appointed members of the Board.

2.07 “Officer” means Chairperson, Vice-Chairperson, or Secretary of the Board.

2.08 ”TASA” means the Texas Association of School Administrators.

3.01 Principal Office and Agent. The principal office and the registered office shall be 406 E. 11th Street, Austin, Texas 78701. The name of the registered agent at such address is Kevin Brown.

3.02 Other Offices. The Corporation may also have offices at such other places, both within and without the state, as the Board may from time to time determine.

4.01 Membership. The Corporation has one class of members. The sole member of the Corporation is TASA.

5.01 The Corporation is organized exclusively for the following purposes: charitable, scientific, literary, and educational purposes, and for any or all lawful purposes for which non-profit corporations may be organized and operated under the Code. The Corporation exists exclusively for such purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code. The Corporation shall be and is a non-profit corporation under the laws of the State of Texas.

6.01 Management. The business and affairs of the Corporation shall be managed by the Board, and, subject to the restrictions imposed by law, the Amended Articles, and these Amended Bylaws, it may exercise all the powers of the Corporation.

6.02 Number; Qualification. The Board shall consist of nine (9) Directors, including the President, President-elect, and Vice-President of TASA, and six other Directors who shall be appointed by the President of TASA, and approved by the affirmative vote of a majority of the remaining Directors of the Board. Of these six appointed Directors at least three shall be active members of TASA. Directorships shall not be denied to any person in violation of applicable law, including on the basis of race, creed, sex, religion, or national origin. The number of Directors may be changed at any time, as the Board may determine, by the affirmative vote of the majority of the Directors.

6.03 Term; Appointment. The term of office for appointed Directors shall be three (3) years (“Term(s)”), and no appointed Director may serve more than two (2) consecutive three (3) year Terms. Terms shall begin on June 1 and end on May 31. Time served to fill unexpired Terms, as set forth in Section 6.06, shall not count toward the two Term maximum. A system for staggered Terms of office shall be implemented as determined by the Board from time to time.

In the event an appointed Director is ineligible to serve another Term on the Board at the expiration of his/her current Term, the President of TASA shall appoint a new Director to a full 3-year term, which appointment shall be approved by a majority of the Directors at a meeting called pursuant to the provisions of these Amended Bylaws.

6.04 Resignation. Any appointed Director may resign by giving written notice to the Chairperson or the Secretary. Such resignation shall take effect at the time specified therein, or immediately if no time is specified. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

6.05 Removal. Any appointed Director may be removed with or without cause, at any meeting of the Board by the affirmative vote of two-thirds (2/3) of all remaining Directors, provided that notice of the intention to act upon such matter has been given in the notice calling such meeting.

6.06 Vacancies. For any vacancy occurring in the Board, other than a vacancy occurring pursuant Section 6.03, the President of TASA shall appoint a successor who will be approved by the affirmative vote of a majority of the remaining Directors, and each successor Director so chosen shall serve the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of the removal of a Director or due to an increase in the number of Directors, shall be filled at a meeting of of the Board called for that purpose.

6.07 Compensation. Directors shall not receive any salaries or other compensation for their services, but may be reimbursed for any actual and reasonable expenses incurred in the performance of their duties for the Corporation, as approved by the Board.

7.01 Place of Board Meetings. Except as otherwise provided by statute, the Board shall hold its meetings within or without the State of Texas as the Board may from time to time determine.

7.02 Meetings. Meetings of the Board shall be held as necessary, and at least once annually, to conduct the business of the Corporation. Meetings may be called by the Chairperson or by any three Directors, and may be held in person, by telephone, or electronically such as by web or similar conference.

7.03 Notice of Board Meetings. Notice of the date, time, and place of meetings shall be given to each Director electronically or by telephone (including voicemail) no less than seven calendar days’ prior to the date of the meeting; provided, however, that meetings called to amend the Amended Articles or these Amended Bylaws, shall require no less than fourteen calendar days’ prior notice specifying the proposed amendment. Except as may be otherwise expressly provided by statute, the Amended Articles or these Amended Bylaws, neither the business to be transacted at, nor the purpose of, any meeting need be specified in a notice or waiver of notice of such meeting.

7.04 Waiver of Notice. Attendance at any meeting by a Director for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless said Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.

7.05 Action by Consent of Board Without Meeting. Any action required or permitted to be taken by the Board under the Code, the Amended Articles, and these Amended Bylaws may be taken without a meeting if all the Directors individually and collectively consent to such action in writing and such written consent sets forth the action to be taken and is signed and dated by each consenting Director. Such written consent shall have the same force and effect as a unanimous vote of the Board.

7.07 Polling. Nothing in this Article VII shall prohibit the Directors from indicating whether they would give their consent to proposed actions to be taken by the Board by e-mail poll, internet-based poll, or phone poll, or other similar written or verbal poll, provided that such polling shall have no legal effect unless and until the Board ratifies such consent in a meeting properly called pursuant to these Amended Bylaws.

7.08 Quorum. At all meetings of the Board, the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum, shall be the act of the Board, except as may be otherwise specifically provided by statute, the Amended Articles or these Amended Bylaws. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

7.09 Procedure. At meetings of the Board, business shall be transacted in such order as from time to time the Board may determine. The Chairman shall preside at all meetings, and in his or her absence, the Vice-Chairperson shall preside, pursuant to Section 10.06 of these Amended Bylaws. The Secretary, if elected, shall serve at all meetings of the Board unless due to the absence or or unwillingness of the Secretary to serve, the Board appoints another person to act as secretary of a meeting. The Board shall keep regular minutes of its proceedings, which shall be placed in the minute book of the Corporation.

8.01 Advisory Committees. The Board shall establish advisory committees, as it deems necessary, to assist the Board in the furtherance of the purposes and objectives of the Corporation.

8.02 Other Committees. Other committees not having and exercising the authority of the Board in the management of the business and affairs of the Corporation may be designated and appointed by a resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the Chairman, if authorized by a like resolution of the Board. Membership on such committees may, but need not be, limited to directors of the Corporation.

9.01 Chairperson; Vice-Chairperson; Secretary. The Board shall annually at a meeting called for such purpose elect a Chairperson and a Vice-Chairperson. The Chairperson and Vice- Chairperson shall be selected from among the six appointed members of the Board. The Board may, in its sole discretion, elect a Secretary who may or may not be a Director. The Secretary shall keep the minutes and records of the Board meetings.

9.02 Election. The Board may elect new officers at a duly called and noticed meeting of the Board in accordance with Section 10.04 below.

9.03 Other Officers and Agents. The Board may appoint such other officers and agents as it deems necessary, who shall be appointed for such terms, exercise such powers, and perform such duties as shall be determined from time to time by the Board.

9.04 Term of Office. The Chairperson, Vice-Chairperson, and Secretary, of the Corporation shall hold office until his or her successor is chosen and qualified in his or her stead or until his or her death, resignation, or removal from office by the Board. Any Officer, or other officer or agent, elected or appointed by the Board may be removed at any time by the affirmative vote of two thirds (2/3) of the Board, (excluding any such Officer, or other officer or agent, who is being considered for removal), but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of an Officer becomes vacant for any reason, the Board shall elect a new Officer to fill the vacancy as soon as practical, by majority vote of the Directors present at the meeting at which a quorum is present.

9.05 Chairperson.

a. The Chairperson will perform all duties incident to such office and such other duties as may be required by the Amended Articles, these Amended Bylaws or as may be prescribed from time to time by the Board. The Chairperson shall preside at all Board meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order.

b. The Chairperson shall, with the advice of the Board and in accordance with the requirements of these Amended Bylaws, set the agenda for each meeting of the Board.

c. The Chairperson may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments in the name of the Corporation which have been duly authorized by the Board.

9.06 Vice-Chairperson.
a. In the absence of the Chairperson or in the event of his or her inability or refusal to act, the Vice-Chairperson shall perform the duties of the Chairperson, and when so acting shall have all the duties of, and be subject to all the restrictions upon, the Chairperson. The Vice-Chairperson shall have and perform such other duties as may be assigned to him or her from time to time by the Chairperson.

9.07 Secretary
a. The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Amended Articles, or by these Amended Bylaws.

b. The Secretary shall attest to and keep the Amended Bylaws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation.

c. The Secretary shall take or ensure that someone takes minutes of all meetings of the committees, and shall keep copies of all minutes at the principal office of the Corporation.

d. The Secretary shall keep a record of the names and addresses of the directors at the principal office of the Corporation.

e. The Secretary shall, with the approval of the Board, set up procedures for any elections held by the Corporation. The Secretary shall keep a record of all votes cast in such elections.

f. The Secretary shall ensure that all records of the Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the at the principal office of the Corporation during regular business hours.

g. The Secretary shall see that all notices are duly given in accordance with these Amended Bylaws or as required by law.

h. The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are properly kept and filed.

In the case of the absence or disability of the Secretary, or the Secretary’s refusal or neglect to fulfill the duties of Secretary, the Chairperson may appoint any person other than the Chairperson to perform the functions of the Secretary during such absence or disability.

10.01 The Executive Director of TASA shall serve as the Executive Director of the Corporation, to carry out whatever tasks the Board from time to time resolves. Subject to such supervisory powers as are vested in the Board, the Executive Director shall supervise, direct, actively manage, and control the business and affairs of the Corporation, and shall have such powers and duties as may be prescribed by the Board or by these Amended Bylaws, including without limitation, engaging in negotiations involving commitments of the resources of, or the acceptance of money or resources by, the Corporation in furtherance of the purposes of the Corporation as set out in the Amended Articles, these Amended Bylaws, and as authorized by the Board. The Executive Director shall generally be expected to attend all meetings of the Board of Directors.

11.01 Indemnification. The Directors shall not be liable to the Corporation for any mistake in judgment, except for breach of fiduciary duty, negligence, or misconduct in the performance of duty. The Directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Corporation and the Corporation shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. The Corporation shall indemnify any director, officer, or employee, or former director, officer, or employee of the Corporation, against expenses actually and necessarily incurred by him or her and any amount paid in satisfaction of judgments in connection with any action, suit or proceedings, whether civil or criminal in nature, in which he or she is made a party by reason of being or having been such a director, officer or employee (whether or not a director, officer, or employee at the time such costs or expenses are incurred by or imposed upon him or her) except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for breach of fiduciary duty or for negligence or misconduct in the performance of duty. The Corporation may also reimburse to any director, officer, or employee the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee of the Directors not involved in the matter in controversy, whether or not a quorum, that it was to the interests of the Corporation that such settlement be made and that such director, officer, or employee was not guilty of breach of fiduciary duty, negligence or misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled by law or under, the Amended Articles, these Amended Bylaws, agreement, action of the Board, or otherwise.

11.02 Limits on Indemnification. Notwithstanding the above, the Corporation will indemnify a person only if he/she acted in good faith and reasonably believed that his/her conduct was in the Corporation’s best interests. In the case of a criminal proceeding, the person may be indemnified only if he/she had no reasonable cause to believe his/her conduct was unlawful.

12.01 Execution of Documents. Unless specifically authorized by the Board or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Chairperson, (or Executive Director, or such other person designated by the Board), pursuant to the general authorization of the Board.

12.02 Gifts and Grants. The Board may accept on behalf of the Corporation any grant, contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation provided that such grant, contribution, gift, bequest, or devise may be used only in a manner consistent with purposes and objectives of the Corporation.

12.02 Disbursement of Funds. Financial transactions that have a value of $25,000 or more shall require majority approval of the Directors. In all other transactions, the Chairperson or the Executive Director may dispense the funds of the Corporation in accordance with the annual budget approved by the Board and the purposes of the Corporation as set out in the Amended Articles and these Amended Bylaws.

12.03 Checks. All checks or demands for money and notes of the Corporation shall be signed by an Officer(s) or such other person(s) as the Board may from time to time designate.

12.04 Records. The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of the Board, and at its registered office, a record of the names and addresses of all Directors.

12.05 Inspection of Books and Records. All books and records of this Corporation may be inspected by any Director of the Board for any purpose at any reasonable time on written demand.

12.06 No Loans to Management. The Corporation will make no loans to the Executive Director, nor to any Director, officer, or employee of the Corporation.

12.07 Amendments. The Board may adopt amendments to the Amended Articles by a vote of two-thirds of Directors present at a meeting where a quorum is present. The Amended Bylaws may be amended at any time by a vote of the majority of Directors at a meeting where a quorum is present.
12.08 Fiscal Year. The fiscal year for the Corporation shall begin on the 1st day of September of each year and end on the 31st day of August of the succeeding year.

12.09 Common or Interested Directors or Officers. Each Director shall exercise his or her powers and duties in good faith and with a view to the interests of the Corporation. Any contract or other transaction between the Corporation and any of its directors or officers, or between the Corporation and any corporation, firm, or association in which any of the directors or officers of the Corporation are directors or officers of, or otherwise in which such directors or officers maintain a pecuniary or other interest, and where any such director or officer is present at the meeting of the Board or any committee thereof which authorizes or approves the contract or transaction, or because his or her vote is counted for such purpose, may be approved by the Board of Directors if any of the conditions specified in any of the following subparagraphs exists at the time of such board approval:

(a) The fact of the common directorate or interest is disclosed or known to the Board or a majority thereof or noted in the minutes, and the Board authorizes, approves or ratifies such contract or transaction in good faith by a vote sufficient for the purpose; or

(b) The fact of the common directorate or interest is disclosed or known to at least a majority of the members of the Corporation (by percentage), and the members approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose; or

(c) The contract or transaction is commercially reasonable to the Corporation at the time it is authorized, ratified, approved or executed.

Any common or interested directors or officers may be counted in determining the presence of a quorum of any meeting of the Board or committee thereof which authorizes, approves, or ratifies any contract or transaction, and may vote thereat to authorize any contract or transaction with like force and effect as if such director or officer were not such director or officer of the Corporation or not so interested.

12.10 Inconsistencies. In the event these Amended Bylaws shall be inconsistent with the Amended Articles, then the Amended Articles shall control.

12.11 Invalid Provisions. If any part of these Amended Bylaws shall be invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall be valid and operative.

12.13 Headings. The headings used in these Amended Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.

13.01 Restricted Distribution of Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the statement of Purpose hereof. The property of this Corporation is irrevocably dedicated to the purposes set forth in the statement of Purpose set forth herein and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, or member of the Corporation, or to the benefit of any private individual.

13.02 No Restricted Activities. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Amended Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

13.03 Dissolution. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.