THE BY-LAWS OF TEXAS HEALTH OCCUPATIONS ASSOCIATION, INC
The general purposes of the Texas Health Occupations Association are to:
- Develop high professional standards among its membership;
- Develop a better understanding of health science education;
- Serve as an agent for the dissemination of information relating to health occupations;
- Encourage cooperative working relationships between health science education and other agencies, organizations and institutions;
- Identify the function of health science education in preparing people for the world of work;
- Work toward the development and expansion of quality health science education programs;
- Inform members of the Health Occupations Division of the Association for Career and Technical Education of policies, plans and issues of THOA as they relate to the development of career and technical education;
- Provide a mechanism for effective communications and exchange between teachers, teacher-educators, supervisors of health science education and health agencies;
- Design long range goals for health science education in relation to global, national, regional, state and local needs and problems;
- Encourage membership and participation in programs of the Association for Career and Technical Education; and
- Encourage and support youth activities through participation in Health Occupations Students of America.
ARTICLE I — OFFICES
1. REGISTERED OFFICE AND AGENT
The registered office of the Association shall be maintained in the State of Texas, at an address determined by the Board of Directors to be convenient for the Association. The registered office or the registered agent, or both, may be changed by resolution of the Board of Directors, upon filing the statement required by law.
2. PRINCIPAL OFFICE
The principal office of the Association shall be at the same place as the registered office, provided that the Board of Directors shall have power to change the location of the principal office in its discretion.
3. OTHER OFFICES
The Association may also maintain other offices at such places within or without the State of Texas as the Board of Directors may from time to time appoint or as the business of the Association may require.
ARTICLE II — MEMBERSHIP
Membership in the Texas Health Occupations Association, Inc. shall be open to any individual, firm, organization, or school (public or private, district or county) interested in the purposes of this organization. The term “person” includes individuals, businesses, corporations, organizations, schools, districts, and governmental agencies or sub-divisions.
Texas Health Occupations Association, Inc. shall consist of the following classes of membership, with the following powers, duties and privileges.
A. Active Members—those persons who are actively engaged in the teaching of health science education are eligible for Active Membership. The terms “teaching” and “health science education” shall be defined by the Board of Directors of the Association from time to time. The definition of such terms with regard to the secondary level of education shall comply as much as possible with the definitions and designation of the Texas Education Agency, the Texas Higher Education Coordinating Board (Post-Secondary), the Health Occupations Students Association, or any successor or replacement organization to any or all of the above, which are in effect at any given time.
An eligible person becomes an Active Member upon the receipt by the Association of a completed form of the Association’s Membership Application, and upon receipt by the Association of the member’s dues for the calendar year in which Application is made. Each Active Member shall be entitled to one (1) vote on any matter.
B. Associate Members—Eligibility for Associate Member shall consist of :
1. Those persons who were previously engaged in health science technology education in either the secondary school or post-secondary level, but are not presently teaching, including retired teachers.
2. Those persons who are interested in the purposes of this organization. An eligible person becomes an Associate Member upon the receipt by the Association of the completed form of the Association’s Membership Application, and upon the receipt by the Association of the members’ dues for the calendar year in which Application is made. Each Associate Member shall be entitles to one (1) vote on any matter.
C. Honorary Members—any person may be designated an Honorary Member by the Association for outstanding service to the Health Occupations. Any Active or Associate Member may nominate a person for Honorary Membership by forwarding a written nomination to the President, therein stating the reasons such person should be considered, and forwarding the nomination at least thirty (30) days before the meeting of the Board of Directors at which action on the nomination is sought. The President shall appoint a committee of the Board to consider the nomination and make recommendation to the Board. Honorary Membership shall be conferred by a majority vote of the Board of Directors.
An Honorary Member shall have no duty to pay dues, and shall not have a vote on any Association matter. An Honorary Member, once elected, shall maintain that status for the life of the Honorary Member, upon good conduct.
As used here and after in these By-Laws, the term “member” shall refer to Active Members and Associate Members only, and not to Honorary Members.
3. MEMBERSHIP YEAR AND DUES
The membership year of the Association shall be from 01 August until 31 July of each year. Annual Dues for membership, and all other necessary fees, shall be established from time to time by the Board of Directors upon the recommendation of the Treasurer. The Treasurer shall establish and implement a plan to notify existing and potential members of the amount of dues for any given year, the time when such dues shall be paid, the place to which such dues shall be paid, and for providing proof of membership to members. The Treasurer and the Secretary shall establish and implement a plan each year for the designation of membership year for dues received at or before the annual meeting.
4. PLACE OF MEETING
All meetings of members, both regular and special, shall be held at the registered office of the Association in Texas or at such other places, either within or without the state, as shall be designated in the notice of the meeting.
5. ANNUAL MEETING
The annual meeting of members of the Association shall be held at the time and place designated by a vote of the majority of the Members present and voting at the previous annual meeting. Either the time or place or both may be changed by a 2/3 vote of the Board of Directors upon good cause shown. However, the annual meeting shall be held not later than the first day of September of each year.
The annual meeting shall be held for the purpose of the election of Directors and for the transaction of all other business which may come before the meeting.
If the election of Directors shall not be held on the day above designated for the annual meeting , the Board of Directors shall cause the election to be held as soon thereafter as conveniently may be had at a special meeting of the members called for the purpose of holding such election.
The annual meeting of members may be held for any other purpose in addition to the election of Directors which may be specified in a notice of such meeting. The meeting may be called by resolution of the Board of Directors or by a written request filed with the Secretary signed either by a majority of the Directors or by a majority of the Members entitled to vote at any such meeting.
6. NOTICE OF MEMBERSHIP MEETING
A written, printed or electronic notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less that ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, Secretary or the officer or person calling the meeting, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed as it appears on membership rolls with postage thereon paid. If the notice is electronically originated, such notice will be deemed to have been delivered when addressed to the member at the email address as it appears on the membership rolls and no notice is received that the message was undeliverable. Such notice may also be posted on the web access site of the Association and notice of the posting is sent to each Member of record.
Each Member shall be entitled to one vote on each matter submitted at a meeting of members.
A Member may vote in person. A Member may also vote by proxy, executed in writing by the Member on a form provided by the Association on its web site and delivered to the Association for registration at least ten (10) days before the meeting at which the proxy is to be voted. No proxy shall be valid after ninety (90) days from the date of its execution. Each proxy shall be revocable.
At each election for Directors every Member entitled to vote at such election shall have the right to vote in person or by proxy, one vote for each Director position. There shall be no cumulative voting.
8. CLOSING MEMBERSHIP ROLLS AND FIXING RECORD DATE
For the purpose of determining members entitled to notice of, or to vote at, any meeting of members or any adjournment thereof, or in order to make a determination of members for any other purpose, the Board of Directors may provide that the membership rolls shall be closed for a stated period not exceeding fifty (50) days. If the membership rolls shall be closed for the purpose of determining members entitled to notice of, or to vote at, a meeting of members, such rolls shall be closed for at least ten (10) days prior to such meeting. In lieu of closing the membership rolls, the By-Laws, or in the absence of an applicable By-Law, the Board of Directors may fix in advance a date as the record date for any such determination of members, not earlier than ten (10) days prior to the date on which the particular action, requiring such determination of members is to be taken. If the Membership rolls are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed, the date on which the meeting is posted or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date of determination of members. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of the membership rolls and the stated period of closing has expired.
9. QUORUM OF MEMBERSHIP
A majority of the members entitled to vote, represented in person or by proxy shall constitute a quorum at a meeting of members.
The vote of a simple majority of the members represented at a meeting at which a quorum is present shall be the act of the members’ meeting, unless the vote of a greater number is required by law, the Articles of Incorporation or the By-Laws
10. MEMBERSHIP ROLLS
The officer or agent having charge of the membership rolls of the Association shall make, at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, together with a list of all registered proxies, which list , for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Association and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original membership rolls shall be prima-facie evidence as to who are the members entitled to examine such list or transfer books or to vote at any meeting of members.
ARTICLE III — DIRECTORS
1. BOARD OF DIRECTORS
The business and affairs of the Association shall be managed by a Board of Directors. The Board of Directors shall consist of the elected officers (President, President-Elect, Secretary, Treasurer, Treasurer-Elect), the immediate Past President of the Association and the elected Directors of the Association. All Officers and Directors must be residents of the State of Texas and members of the Association.
2. AREAS, NUMBER AND ELECTION OF DIRECTORS
The State of Texas shall be divided into not less than seven (7) geographic Areas of Representation. Such areas shall be defined and enumerated by the Board of Directors; however, to the extent feasible, such areas shall conform with the leadership areas designated by the Health Occupations Students of America, Texas Association.
The number of Directors shall be equal to the number of Areas of Representation. The number of Areas of Representation, and the number of Directors, may be increased or decreased from time to time by the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent Director. At each annual election the members shall elect Directors to hold office until the next succeeding annual meeting.
A Director shall be elected for each Area of Representation by the members entitled to vote—those who are present and a resident in that Area of Representation. A quorum of members for each Area of Representation shall be a majority of those members entitled to vote—those who are present and a resident in that Area of Representation. The elections of Directors for each Area of Representation shall be held at the annual meeting of members.
Directors shall serve a term of two (2) years, and a Director may serve a maximum of two (2) consecutive terms. Directors for even numbered Areas of Representation shall be elected in even numbered years. Directors for odd numbered Areas of Representation shall be elected in odd numbered years.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the remaining Directors, though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose.
4. QUORUM OF DIRECTORS
A majority of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
5. ANNUAL MEETING OF DIRECTORS
Within thirty days after each annual meeting of members, the Board of Directors elected at such meeting shall hold an annual meeting, at which they shall receive the duties of their offices, appoint chairmanships and transact such other business as shall come before the meeting.
6. REGULAR MEETINGS OF DIRECTORS
A regular meeting of the Board of Directors may be held at such time as shall be determined from time to time by resolution of the Board of Directors.
7. SPECIAL MEETINGS OF DIRECTORS
The Secretary shall call a special meeting of the Board of Directors whenever requested to do so by the President or two Directors. Such special meeting shall be held at the time specified in the notice of meeting.
8. PLACE OF DIRECTORS’ MEETINGS
All meetings of the Board of Directors (annual, regular, or special) shall be held either at the principal office of the Association or at such other place, either within or without the State of Texas, as shall be specified in the notice of meeting.
9. NOTICE OF DIRECTORS’ MEETINGS
All meetings of the Board of Directors (annual, regular or special) shall be held upon five (5) days written or electronic notice stating the date, place and hour of meeting delivered to each Director either personally or by email or by mail at the direction of the President or the Secretary or the officer or the person calling the meeting. In any case where all of the Directors execute a waiver of notice of the time and place of meeting, no notice thereof shall be required, and any such meeting (whether annual, regular, or special) shall be held at the time and at the place (either within or without the State of Texas) specified in the waiver of notice.
Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where the Directors attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of meeting.
Directors, as such, shall not receive any stated salary for their services, but by resolution of the Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the Board, provided that nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore.
1. OFFICERS ELECTION
The officers of the Association shall consist of a President, Past President, President Elect, Secretary, Treasurer, and a Treasurer Elect. All such officers shall be elected at the annual meeting of the Members. If any office is not filled at such annual meeting, it may be filled at any subsequent regular or special meeting of the Board of Directors. The Board of Directors at such annual meeting or any subsequent regular or special meeting may also elect or appoint such officers and assistant officers and agents as may be deemed necessary. No person may hold more than one office at any given time.
The President, President Elect, and Secretary shall each serve a term of one (1) year, and shall be elected to serve until the next annual meeting of the Members, or until their successors are elected. The Treasurer shall serve a term of two (2) years and shall be elected at the annual meeting occurring in the Even Numbered Year, and shall further serve until their successor is elected.
Provided, however, is that any officer or assistant officer elected or appointed by the Board of Directors may be removed with or without cause at any regular or special meeting of the Board whenever in the judgment of the Board of Directors the best interests of the Association will be served thereby. Any agent appointed shall serve for such term, not longer than the next annual meeting of the Board of Directors, as shall be specified, subject to removal by the Board of Directors.
The President and President Elect may serve not more than one (1) consecutive term in each respective office. The Secretary and the Treasurer may not serve more than two (2) consecutive terms in each respective office.
If any office becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
3. POWERS OF OFFICERS
Each officer shall have, subject to these By-Laws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly associated with the office and such duties and powers as the Board of Directors shall from time to time designate. The President may secure the fidelity of any and all officers by bond or otherwise.
The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Directors and members. The President shall see that all orders and resolution of the Board are carried out, subject, however, to the right of the Directors to delegate specific powers, except such as may be by statute exclusively conferred on the President, to any other officers of the Association.
The President, or President Elect, shall execute all instruments requiring a seal, in the name of the Association, and , when authorized by the Board, the President or President Elect may affix the seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of either the Secretary or an appointed Secretary. The President or President Elect shall sign certificates of membership.
The President shall be an ex-officio member of all standing committees.
The President shall submit a report of the operation of the Association for the year to the Directors at their next meeting preceding the annual meeting of the members and to the members at their annual meeting.
5. PRESIDENT ELECT
The President Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
The Secretary shall attend all meetings of the Board and all meeting of the members and shall record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given notice of all meetings of the members and all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board.
In the absence of the Secretary, the minutes of all meetings of the Board and members shall be recorded by person as shall be designated by the President or by the Board of Directors.
7. TREASURER AND ASSISTANT TREASURER
The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors taking proper vouchers for such disbursements. The Treasurer shall keep and maintain the Association’s books of account and shall render to the President and Directors an account of all of her transactions as Treasurer and of the financial condition of the Association and exhibit her books, records and accounts to the President or Directors at any time. The Treasurer shall disburse finds for capital expenditures as authorized by the Board of Directors and in accordance with orders of the President, and present to the President for her attention any requests for disbursing funds if in the judgment of the Treasurer any such request is not properly authorized. The Treasurer shall perform such duties as may be directed by the Board of Directors or by the President.
If required by the Board of Directors, the Treasurer shall give the Association a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office and for the restoration to the Association, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind of the Association in the Treasurer’s possession or under the control of the Treasurer.
8. COMBINED OFFICES OF SECRETARY AND TREASURER
The board of Directors shall have the authority to combine the offices of Secretary and of Treasurer into a single office, and if such offices are so combined, then the resulting office of Secretary-Treasurer shall be created and its occupant shall have all the powers and all the duties set out above in each office.
1. INFORMAL ACTION
Any action required to be taken or which may be taken at a meeting of the members, Directors or members of the executive committee, may be taken without a meeting if a consent in writing by mail or email setting forth the action so taken shall be signed by all of the members, Directors or members of the executive committee, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as an unanimous vote of the members, Directors or members of the executive committee, as the case may be, at a meeting of said body.
The Association seal shall be circular in form and shall contain the name of the Association, the year of its Incorporation and the words “TEXAS” and “CORPORATE SEAL” or an image of the Lone Star. The seal may be used by causing it or a facsimile to be impressed or affixed or in any other manner reproduced. The corporate seal may be altered by order of the Board of Directors at any time.
All checks or demands for money and notes of the Association shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
4. FISCAL YEAR
The fiscal year of the association shall begin on the first day of January in each and every year.
5. DIRECTORS ANNUAL STATEMENT
The Board of Directors shall present at each annual meeting of members a full and clear statement of the business and condition of the Association.
These By-Laws may be altered, amended or repealed in whole or in part by the affirmative vote of the majority of members present entitled to vote, or by the affirmative vote of two-thirds (2/3) of the members to the Board of Directors.
The following Committees shall be considered standing committees and shall be constituted of the following named officers, directors and members.
Nomination Committee—Past President will chair with two (2) members.
Budget Committee—Executive Director to chair with two (2) members
Scholarship Committee—a Director will chair with a maximum of two (2) other Directors
Membership/Marketing—a Director will chair with a minimum of two (2) other members
Outstanding Teacher—President Elect will chair with no more than (2) other Directors
Sponsorship—all Directors are responsible
Fund Raising—a Director will chair and may enlist the assistance of other Directors or members
Exhibitor—a Director will chair and may enlist the assistance of other Directors or members
8. ELECTRONIC INFORMATION
Any document required to be forwarded to, or filed with, the Association may be transmitted or filed by visual electronic means, including email and telephone facsimile, and any document which must bear a signature may be transmitted by telephone facsimile. However, the actual original of the document must be forwarded to the Association within seven (7) days of the original electronic transmission. Originals of proxies must be received by the Association not later than the time of the meeting at which a proxy is intended to be voted.
9. STAFF UNDER CONTRACT
The Association may make a binding contract for services of an Executive Director, New Teacher Specialist and Conference Coordinator at such time as the Board of Directors and the membership of the Association shall deem reasonable and prudent to do so. The duties of each of these positions will be defined within their contract. The recompense for these positions will be reviewed by the Board of Directors upon the need to renew the contract and shall be approved upon acknowledgement of the execution of the duties defined by contract. It is the responsibility of the Board of Directors to annually review the contracts and the work of staff.
The contracts shall be subject to inspection by any member at any time during usual business hours.
10. CODE OF CONDUCT AND ETHICS STATEMENT
The Association has adopted a code of conduct and ethics statement for its directors, officers and members in order to protect the reputation of the Association and to promote compliance with laws, rules, regulations and policies. This statement will be made available to its membership at every opportunity to do so.
Revised July, 2011