About THOA

BY-LAWS OF TEXAS HEALTH OCCUPATIONS ASSOCIATION, INC

Purpose

The general purposes of the Texas Health Occupations Association are to:

1. Develop high professional standards among its membership;

2. Develop a better understanding of health science education;

3. Serve as an agent for the dissemination of information relating to health

occupations;

4. Encourage cooperative working relationships between health science education

and other agencies, organizations and institutions;

5. Identify the function of health science education in preparing people for the world

of work;

6. Work toward the development and expansion of quality health science education

programs;

7. 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;

8. Provide a mechanism for effective communications and exchange between

teachers, teacher-educators, supervisors of health science education and health

agencies.

9. Design long-range goals for health science education in relation to global,

national, regional, state, and local needs and problems.

10. Encourage membership and participation in National Health Science

Associations, and

11. Encourage and support youth activities through participation in a Career

Technical Student Organization.

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,
the home address of the Executive Director or Post Office Box, provided that the Board
of Directors shall have power to change the location of the principal office at its
discretion.

3. OTHER OFFICES
The Association may also maintain other offices at such places within 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

1. MEMBERSHIP—ELIGIBILITY
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.

2. MEMBERSHIP—TYPES
Texas Health Occupations Association, Inc. shall consist of the following classes of
membership, with the following powers, duties and privileges.

A. Professional / Active Members—those persons who are actively engaged in the
teaching of health science education are eligible for Professional / 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 and/or the Texas Higher Education Coordinating Board
(Post-Secondary), 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 education
in either the secondary school or post-secondary level, but are not
presently teaching, including retired teachers.

2. 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.

3. Associate members are not eligible for board positions or eligible to vote.
C. Honorary Members—any person may be designated an Honorary Member by
the Association for outstanding service to Health Science Education. 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
Professional / Active Members only, not to include Associate or 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, as shall be designated in the notice of
the meeting.
Last Revised July 2022

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 Board of Directors and announced at the previous annual
meeting.

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.
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.

7. VOTING

Each eligible member shall be entitled to one vote on each matter submitted at a meeting
of members. A Member must vote in person.

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, 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 may make,
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, 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 a 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 lists 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-Elect, Secretary,
Treasurer, Treasurer-Elect [in a transition year]), President, the immediate Past President
of the Association and the elected Area Directors of the Association. All Officers and
Directors must teach in the State of Texas and be 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.
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. 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. An interim appointment does not count toward
the two (2) consecutive terms.

3. VACANCIES

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of
the remaining Directors. A Director elected to fill a vacancy shall be elected for the
unexpired term of 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. In the event of a completed term
limit the officer may hold over until the position is filled.

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 a 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, as shall be specified in the
notice of meeting.

9. NOTICE OF DIRECTORS‘ MEETINGS

Notice of meetings of the Board of Directors (annual, regular or special) shall be sent at
least five (5) days prior at the direction of the President or the Secretary or the officer or
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 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.

10. COMPENSATION
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.

ARTICLE IV—OFFICERS

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 and must be nominated from the current Board of
Directors. If any office is not filled at such an 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 meetings 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, 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 terms in
each respective office. The Secretary and the Treasurer may not serve more than two (2)
consecutive terms in each respective office. An interim appointment does not count
toward the two (2) consecutive terms.

2. VACANCIES
If any office becomes vacant for any reason, the vacancy must be filled from the current
Board of Directors. In the event of a completed term limit the officer may hold over until
the position is filled.

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.

4. PRESIDENT
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 resolutions 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 meeting next 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.

6. SECRETARY
The Secretary shall attend all meetings of the Board and all meetings of the members and
shall record all votes and the minutes of all proceedings and shall perform 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 TREASURER-ELECT
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 funds 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 belonging to 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 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.

ARTICLE V—MISCELLANEOUS

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.

2. SEAL
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.

3. CHECKS
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.

6. AMENDMENTS
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 of the Board of Directors.

7. COMMITTEES
The following Committees shall be considered standing committees and shall be
constituted of the following named board members.

Nomination Committee—Past President will chair with two (2) board members.
Budget Committee—Treasurer to chair with Executive Director, Account Manager,
and two (2) board members.
Contract Committee—President and Past President will co-chair with two (2) board members
Scholarship Committee—a Director will chair with a minimum of two (2) other board
members.
Membership/Marketing—a Director will chair with a minimum of two (2) other board members
Outstanding Teacher—President Elect will chair with a minimum of two (2) other board members
Conference Budget–Treasurer will chair with Account Manager, Conference Coordinator,
Instructional Specialist, and a minimum of two (2) other board members.
Bylaws / Policy & Procedures Handbook– Past President will chair with Executive Director and a
minimum of two (2) board members.
Ad hoc–not limited to Sponsorship, Fund Raising, Exhibitor, Bylaws (as needed)

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.

9. STAFF UNDER CONTRACT
The Association may make a binding contract for services of an Executive Director,
Instructional Specialist, Conference coordinator, Accounts Manager, and other contract as
deemed necessary 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 Contract Committee upon the need to renew the contract and shall be
approved by the Board of Directors upon acknowledgement of the execution of the duties
defined by contract. It is the responsibility of the Contract Committee to review, at least
annually, 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.

Last Revised July 2022