ARTICLE I – Name
Section 1.01. The name of this organization shall be Texas High School Athletic Directors Association. These Bylaws govern the affairs of the TEXAS HIGH SCHOOL ATHLETIC DIRECTORS ASSOCIATION, INC. (the “Corporation“), a 501 © 6 nonprofit Corporation organized under the Texas Business Organizations Code and are set forth in the Articles of Incorporation filed with the Secretary of State of Texas, as the same may from time to time be amended. These Bylaws are subject to the provisions of the Articles of Incorporation or Certificate of Formation.
ARTICLE II – OFFICES/CORPORATE SEAL
Section 2.01. Registered Office. The registered office of the Corporation in Texas shall be that set forth in the Articles of Incorporation, or in a resolution of the Directors filed with the Secretary of State changing the registered office.
Section 2.02. Other Offices. The Corporation may have such other offices, within the State of Texas, as the Directors shall from time to time determine.
Section 2.03. Corporate Seal. The corporation may have a corporate seal of a design and form to be determined by the Board of Directors.
ARTICLE III – Purposes
Section 3.01. The purpose of this organization shall be:
A. To improve and preserve the educational aspects of interscholastic athletics in the total educational programs.
B. To improve athletic understanding and relationships with related professional groups.
C. To promote greater unity and fellowship among all members.
D. To make available to members and school districts special resource materials through publications, conferences and consultant services.
E. To promote the professional growth and image of interscholastic athletic administrators.
ARTICLE IV – Membership
The Corporation shall have voting members who shall elect the Board of Directors annually. The management and affairs of the Corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the Corporation shall be defined by statute and by the Corporation’s Bylaws. No Director shall have any right, title, or interest in or to any property of the corporation.
Section 4.01. Members The Corporation shall be a member organization. The regional members will annually elect a Regional Director who will be responsible for governance of the Corporation. New Regional Directors will assume their duties at the annual summer General Session meeting.
Section 4.02. Active Membership Active membership is permitted for all individuals who have UIL/private school athletic administrative responsibilities within the State of Texas. This includes Campus Athletic Coordinators and any other ISD official with athletic administrative duties
Section 4.03. Associate Membership Available to anyone who wishes to support the THSADA, an out of state athletic director or someone involved in working with a state coaching/athletic association as an employee or a college/university level athletic administrator may become an Associate Member. College students may also become Associate Members. Associate membership shall not have voting privileges.
Section 4.04 Retired Membership Active or associate members who become disabled, retire, or inactive for other causes may become retired members. Retired members shall not have voting privileges in association business and must have served as an athletic administrator for a minimum of ten years. There will be no membership fee for retired membership.
Section 4.05. Honorary Membership The Board of Directors may vote honorary membership as they see fit. There will be no fee or voting privileges assigned this membership.
Section 4.06 Dues Annual dues shall be $55 for both active and associate membership. Membership fees are due during the membership calendar year – September 1st –August 31st. There will be an $100.00 registration fee to the State Conference. The $100.00 fee will cover activities, banquets and socials.
Section 4.07 Membership Review THSADA membership is subject to review by the Board of Directors and may be revoked or denied.
ARTICLE V – Officers and Board of Directors
OFFICERS OF THE BOARD
Section 5.01. Officers of the Board. The officers of the board shall consist of a President, President-Elect, Vice-President and Past President, as well as any other officers deemed necessary to fulfill the obligations of the board. The Board Secretary and Board Historian will be a non-voting position. The election for the Vice-President, will be at the summer General Session.
BOARD OF DIRECTORS
Section 5.02. Board of Directors. All Board of Directors shall be serving as Athletic Administrators for a Texas school in good standing with the appropriate state agency. The Board of Directors shall consist of twelve members, the four elected officers, eight Regional Directors from the eight regions as indicated by the official regional map of the Texas High School Athletic Director’s Association, the Board Historian and Board Secretary and the Executive Director.
Section 5.03. General Powers. The Board of Directors shall act on all matters pertaining to membership and governance in accordance with the Articles of Incorporation and the Association’s By-Laws.
Section 5.04. Property. No Director shall have any right, title or interest in or to the property of the Corporation.
Section 5.05. Removal of Directors. Any Director as outlined in these By-Laws may be removed with or without cause at any time. Removal shall be by a vote of a majority of all Directors of the Corporation at a regular meeting or a special meeting of the Directors called for that purpose. Written notice stating the place, date, hour and the purpose of any special meeting called for the purpose of removing one or more Directors must be delivered to all Directors at least twenty (20) days prior to such meeting. If mailed, the notice of a meeting shall be deemed delivered when deposited, in the United States mail addressed to the Director at his or her address as it appears on the records of the Corporation, with postage thereon prepaid The vacancy in the Board of Directors caused by any such removal shall be filled in the manner specified in these By-laws.
Section 5.06. Proxies. Proxies shall not be allowed or used.
Section 5.07. Number, Qualification and Term of Office The Officers shall be elected from the “Active Members”. These officers with duly elected representatives from each of the eight regions will form the Board of Directors along with the non-voting Executive Director of the Association. Regional Directors from regions 2-5-8-4 will be elected in odd years and regions 3-7-1-6 in even years and each Director will serve a two-year term. These directors are to be elected by association members within their region and will assume office at the annual General Session summer meeting. Any change in the status of employment as an active athletic director while holding a position in the Association, will be left to discretion of the board to remove or continue in the present position until the end of the fiscal year. The immediate Past Director will attend the THSADA Board orientation at Coach School as their last official duty.
Section 5.08. Duties of the President The President shall preside at all meetings of the association as the Chief Executive Officer. The President shall be responsible for writing a column in each of the quarterly newsletters. The President shall have the power to appoint special committees/chairs for the purpose of improving the objectives of the association. The President shall be allowed expenses to the NIAAA National Conference. The President will have appointive powers for NIAAA convention delegates. The President will assign individual members to identified projects and confirm the Board agenda with the Executive Director. The President will explain the voting procedures to the membership prior to each election.
Section 5.09. Duties of the President-Elect The President-Elect shall perform the duties of the President in his/her absence or inability to serve. The President-Elect shall assist the President in any matters necessary. If it becomes necessary for the President-Elect to vacate the office, the President shall have the power to appoint an active member to serve out the remainder of the year. The President-Elect will serve on the By Laws review committee, speak at the annual TGCA Summer Clinic on behalf of the THSADA and schedule meetings with THSADA Committee’s at the annual THSCA Summer Clinic.
Section 5.10. Duties of the Vice-President The Vice-President shall perform the duties of the President-elect in his/her absence or inability to serve. The Vice-President shall assist the President in any matters necessary. If it becomes necessary for the Vice-President to vacate the office, the President shall have the power to appoint an active member to serve out the remainder of the year. The Vice- President shall chair the Audit Committee, serve on the By Laws Committee, sponsor two articles per newsletter and work directly with the Chair of the Publication Committee.
Section 5.11. Duties of the Past President The immediate Past President shall assist the President in an advisory capacity. He/she shall serve as Chairperson of the Nominating Committee for the office of Vice-President and will oversee the voting process for that position at the summer General Session. The immediate Past President, as Chairperson of the Nominating Committee, will add the position on the awards committee to the list presented to the membership at the annual summer General Session meeting. The Past President and Executive Director will conduct a board member orientation to review the Constitution and By-Laws immediately after the summer General Session meeting. The Past-President will Chair the By Laws review committee and serve on the Audit Committee.
Section 5.12. Duties of the Secretary The Secretary shall be the Chief Correspondence Officer responsible for all such records and proceedings of the association and will be appointed by the President. The Secretary shall be responsible for business meeting minutes, reports and other items deemed necessary by the President and/or Executive Director for proper operation of the association. The Board Secretary is a non-voting position. No term limit. Presidential appointment.
Section 5.13. Duties of the Historian The Historian will serve as a non-voting member of the Board of Directors. The Historian will serve on the By Laws Committee with his/her primary duty being Board compliance with the THSADA By Laws. The Historian will attend all Board of Directors meetings and act in an advisory capacity to all THSADA committees. Presidential appointment.
Section 5.14. Duties of the Regional Directors Regional Directors shall attend all regular meetings of the association (THSADA) and all scheduled board meetings. Each Regional Director should call at least two meetings during the school year (prior to the fall and spring board of director meetings) of their regional membership for the purpose of updating information and formalizing recommendations to the Board of Directors at the next regular meeting. Regional Directors are encouraged to attend any and all UIL meetings to better inform the membership in their region.
Section 5.15. Board of Directors The Board of Directors shall consist of twelve members, the four elected officers, the eight Regional Directors from the eight regions as indicated by the official regional map of the Texas High School Coaches’ Association, the Board Secretary, the Board Historian and the Executive Director of THSADA. The Board of Directors shall serve beginning with the annual summer General Session meeting. The Board of Directors shall act on all matters pertaining to membership and governance in accordance with the Constitution and By-Laws.
Section 5.16. Quorum A quorum shall consist of two-thirds of the Board of Directors and any action taken shall be based on simple majority vote.
Section 5.17. Election of Officers The President shall serve a one-year term and not be eligible for re-election. The President-Elect will succeed the President the following year, followed the second year by the Vice President. The election of a Vice-President will occur at the annual summer General Session meeting. Each Region may select a Vice-Presidential candidate to be presented at the THSADA State Conference. If a Region’s nominee is elected as the President-elect that Region will not be allowed a President-elect nominee for one year. The The nominating committee may also select a Vice-Presidential candidate to be presented at the State Conference. The Past President will conduct the election.
Section 5.18. Resignation Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board or to the Secretary of the Corporation. The resignation of any Director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.19. Vacancies. Any vacancy in the position of an elected Director caused by death, resignation, disqualification, removal, or any other cause, shall be filled by a majority vote of the Board of Directors and the Director so elected shall hold office for the remaining term of that Directorship and until his or her successor shall be duly elected and qualified by the remaining Directors.
ARTICLE VI – Executive Director
Section 6.01. OFFICE The name of the office shall be the Executive Director of the Texas High School Athletic Directors Association.
Section 6.02. DUTIES The Executive Director shall advise and work with the elected board to ensure a productive seamless term with organizational continuity that focuses on the purposes of the association as stated in the constitution and By-Laws, while promoting association correspondence, corporate sponsorships, state wide leadership, and a legislative posturing that enhances and promotes athletics in the state of Texas.
Section 6.03. TERM The Executive Director shall serve a three year term with the president, vice president, and past president evaluating the position and re-naming the same person to the position or taking applications for a new executive director. The position will be named at the General Session of the THSADA State Conference every three years and will be a non-voting board position.
ARTICLE VII – Meetings
Section 7.01. Place of Meeting The Board of Directors may hold its meetings at such place or places within the State of Texas, as it may choose.
Section 7.02. Action of Board of Consent. Any action required by the Texas Business Organizations Code to be taken at a meeting of the Directors of the Corporation or any action that may be taken at a meeting of the Directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of Directors or committee members, respectively, as would be necessary to take that action at a meeting at which all of the Directors or members of the committee were present and voted. Each written consent shall conform to the requirements of the Texas Business Organizations Code as it is amended from time to time. The corporation will give notice of the action to any persons who do not sign consents but were eligible to vote on the matter. If the action taken requires documents to be filed with the Secretary of State, the filed document will indicate that the written consent procedures have been properly followed. A telegram, telex, cablegram, electronic mail (email), or similar transmission that can be documented, by a director, officer or committee member, or photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the director, officer or committee member.
Section 7.03. Board of Director Meetings There shall be 3 Board of Director meetings a year. The first shall be at the annual Texas High School Coaches’ Association meeting at the discretion of the President. The second meeting shall be held at a site TBD during the last week in November or first week in December The third meeting shall be held during the weekend of the UIL State Track Meet. The President may call a Board of Directors meeting at the annual THSADA State Conference.
Section 7.04. General Session Meetings There will be two THSADA General Session Meetings a year: THSADA State Conference and THSCA Coaching School.
Section 7.05. Elections Elections shall be a part of the summer General Session meeting.
Section 7.06. Association Year The association fiscal year shall begin August 1st and end July 31st
Section 7.07. Committee Meetings All committee meetings will be held in conjunction with the THSADA State Conference and THSCA Coaching School meetings unless otherwise approved by the President. The President or Chairperson of the group shall call all such meetings. Notice of at least one week shall be given all members as to time, date, place and agenda.
Section 7.08. State Conference Guidelines
A. The Executive Director will be the State Conference Coordinator. The Executive Director will assign a Host Committee to assist with the Conference. The budget for the State Conference will include funds collected from registration, membership fees and sponsorships. Additional funds will be raised by the State Conference host chairperson and committee. A proposed budget and conference procedures will be put together by the Executive Director and approved by the Board of Directors as a guideline for the SCG.
B. Site of the State Conference will be set two years in advance. Will be recommended to the Board of Directors by the Executive Director. The Board of Directors will approve the selected sites.
ARTICLE VIII- Committees
Section 8.01. Nominating Committee The Nominating Committee shall consist of active Past Presidents and first year Regional Directors. The Chairperson will be the immediate Past President of the THSADA. If the immediate Past President cannot serve in this capacity, the next active previous Past President in line will chair this committee. The Nominating Committee will conduct the election of the Vice-President at the annual General Session summer meeting. Candidates for VP will be announced at the State Conference. Floor nominations at the General Session will not be allowed. The Nominating Committee will meet at the State Conference and interview the VP Nominations.
Section 8.02. Publication Committee The committee is responsible for the publication of THSADA newsletter and professional articles written by THSADA members as well as any other survey and research analysis on behalf of the THSADA.
Section 8.03. Auditing Committee The auditing committee will consist of the four THSADA Officers. The Vice-President will chair this committee. An audit, if conducted, shall be completed no later than the winter meeting. It will be the responsibility of the Auditing Committee, in the case of disbandment of the Texas High School Athletic Directors Association and after all expenses have been met, to disperse all funds as directed by the THSADA President.
Section 8.04. Professional Development Committee This committee is responsible for facilitating professional development opportunities for members of the THSADA, excluding LTI.
Section 8.05. – NIAAA Committee. All organizational responsibilities as it pertains to the NIAAA will be administered through the THSADA Office.
NIAAA Scholarships/NIAAA State Liaison
State Testing Coordinator
Section 8.06. Awards Committee The Awards Committee shall consist of three appointed active members. The initial committee was appointed by the President to serve a three-year term with the third-year member serving as the Chairperson. The Past President will appoint a nominee annually to replace the outgoing third-year member and an at-Large Retired AD or AD’s who will serve a three-year term. The Executive Director and the NIAAA State Liaison will work with the Awards Committee to ensure all deadlines are met with the NIAAA.
Awards Presented at PBK Sports-THSADA Hall of Honor:
Regional Athletic Administrator of the Year
Presented on an annual basis to THSADA members in recognition of their dedicated service, leadership, and special contributions to their local and regional levels of interscholastic athletic administration
- Current member in good standing of THSADA
- Athletic Administrator and THSADA member for at least five (5) years
- Demonstrated contributions to local, and/or regional interscholastic athletics
- Once a person becomes inactive in interscholastic athletics, the Awards Committee may still consider the name for the following year.
Deadline: March 1st – /Approved by vote of Region Members, submitted at State Conference Board meeting. Nominations will be held current for three years. Nominations sent to THSADA Office/or Awards Chair
Kelly Reeves State Award of Merit
Presented to an Athletic Director who is presently a member in good standing of both the THSADA and NIAAA; must have demonstrated long-term contributions, leadership and meritorious service to their profession of interscholastic athletics at the State and/or National level
- Current member THSADA and NIAAA
- Ten (10) years of athletic administrative service in Texas
- Time, effort, commitment to athletic administration and to the THSADA and/or NIAAA
- Demonstrated leadership in athletic administration.
Deadline: July 21st; /Approved at July Board Mtg. Nominations will be held current for three years. Nominations sent to THSADA Office/or Awards Chair.
NIAAA Distinguished Service Award
Presented annually to an individual in the field of interscholastic athletic administration who has, over the years, demonstrated a service to the high school athletes of the state and/or THSADA.
- Open nomination to any person who has given their time, effort and commitment to Texas High School athletics and the student participants.
Deadline: March 1st /Approved at State Conference Board Mtg. Nominations will be held current for three years. Nominations sent to THSADA Office/or Awards Chair.
Presented to athletic administrators who have made significant contributions to the NFHS and/or other national organizations which have impacted high school activities.
Among the factors which are considered:
- Individual has a long-standing and distinguished record of involvement with high school activities programs at the local and state levels.
- Individual is recognized as among the best in their profession by their colleagues.
Deadline: March 1st /Approved at State Conference Board Mtg. Nominations will be held current for three years. Nominations sent to THSADA Office/or Awards Chair
Frank Kovaleski Professional Development Award
Guidelines for the Awards Committee:
- The nominee selected should be a member in good standing of the NIAAA and have earned at least the CAA designation.
- Each section (Section 6) shall be allowed one nominee per year.
- A nominee’s contributions to professional development should be detailed on the next page of this form.
- This nomination form must be type written and in the hands of your section Board representative at least one week prior to your spring section meeting (April)
Deadline: March 1st. /Approved at State Conference Board Mtg. Nominations will be held current for three years. Nominations sent to THSADA office/or Awards Chair – will forward to Section representative.
Joe Bill Fox Distinguished Service Award
The Joe Bill Fox Distinguished Service Awards is a unique recognition of individuals who have served the THSADA in truly outstanding fashion. Recipients of this award will have provided a broad spectrum of service to the THSADA and have worked to have improved athletic administrator efficiency and success. – Open nomination to any person who has made contributions that have made the job of athletic director that much easier and is greatly appreciated.
Deadline: March 1st /Approved at State Conference Board Mtg. Nominations will be held current for three years. Nominations sent to THSADA Office/or Awards Chair
PBK Sports-THSADA Athletic Director of the Year
The THSADA President is selected to receive this award at the end of his term of service. A recommendation will be made by the THSADA Awards Committee and approval will be made by the Board of Directors in May
PBK Sports-THSADA Hall of Honor Inductees
Nominated by the THSADA Membership. Awards Committee will present nominees to the Board of Directors who will approve candidates at the THSADA State Conference.
Criteria: In recognition of service to athletics, the THSADA and athletic administration in the State of Texas. Must have served as an athletic administrator in the State of Texas at least ten years, be a member of THSADA and have served the THSADA in some capacity.
Deadline: March 1st/Nominations will be approved by the Board at the State Conference/Nominations will be kept active for a period of three years. Nominees sent to the THSADA Office/or Awards Chair
All THSADA/NIAAA award nominees that are approved by the THSADA Board of Directors, must be active members of the THSADA. All THSADA/NIAAA nominations are kept active for three years.
Awards Committee is responsible for PBK Sports-THSADA Hall of Honor Awards presentations.
Section 8.07.State Conference Committee Membership: Executive Director, THSADA Administrative Assistant, committee members as appointed by Executive Director.
Section 8.08 Appointive Powers All appointed committee chairpersons may appoint an active or associate member from any of the eight athletic regions of the Texas High School Athletic Directors Association to serve.
Section 8.09. Exhibitor Committee. The committee is responsible to secure and work with Exhibitors for the THSADA State Conference.
Section 8.10 Retired Athletic Directors Committee The committee will work with the THSADA in developing and maintaining a consistent relationship with retired athletic administrators.
Section 8.11 Middle School/Junior High. The committee will work to provide professional development opportunities for MS/JH athletic administrators specifically for their levels.
Section 8.12 By Laws – This committee will be composed of the four THSADA Officers, Board Historian and chaired by the Past-President. This committee will provide oversight in maintaining the integrity and effectiveness of the THSADA By-Laws.
ARTICLE IX – Elections and Appointments
Section 9.01. Summer Elections All regular elections shall be held at the summer General Session meeting as a part of the regular business.
Section 9.02. Preparation of Ballot The Past President shall prepare the ballot at the discretion of the President with the names submitted by the Nominating Committee and Regional Directors.
Section 9.03. Nominations from the Floor There will be no floor nominations for the election of the Vice-President.
Section 9.04. Ballots are to be issued only to active members in good standing. The President will explain the voting procedures (written ballot, show of hands, or voice) to the membership prior to each business meeting.
Section 9.05. New Officers All newly elected officers are to take office as of the date of election to office.
Section 9.06. Presidential Appointments The President shall appoint such committee chairpersons as are essential to sound functioning. The President may also appoint such Board of Directors vacancies as may occur with the approval of the Board of Directors. These appointees will serve only until the end of the THSADA year or until the end of the term as in the case of a Regional Director.
Section 9.07. Transfer of Officers Transfer of officers and offices should be made as orderly as possible. Incoming officers should be advised of the current business of the office in writing, submitted with all records on Election Day.
ARTICLE X- By Laws Revision
Section 10.01. Constitutional Purposes The constitution of the Texas High School Athletic Directors Association has been developed to best serve the purposes of this organization as outlined in Article III.
Section 10.02 Emergency In the event of an emergency, as determined by the President, the President has the authority to make decisions in the best interests of the Association. The President may call a special meeting or may poll the membership by mail. The Board of Directors shall have the power to fill vacancies or openings created on the Board or to take any necessary action in the interests of the association in accordance with the Constitution and By-Laws of the association.
ARTICLE XI – FISCAL AGENTS
Section 11.01. This Corporation may designate such fiscal agents, investment advisors and custodians as the Board of Directors may select by resolution. The Board of Directors may at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or custodian.
ARTICLE XII – FIDUCIARY RESPONSIBILITY
Section 12.01. It shall be the policy of this Corporation that the Board of Directors shall assume and discharge fiduciary responsibility with respect to all funds and other assets held or administered by this Corporation.
ARTICLE XIII – POLICIES WITH RESPECT TO SELF-DEALING, EXPENDITURE RESPONSIBILITY, AND RETURN
Section 13.01. No Self-Dealing: It shall be the policy of this Corporation not to engage in any act which would constitute “self-dealing” as defined in Section 4941 (d) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended.
Section 13.02. Expenditure Responsibility.: Through its Board of Directors, this Corporation shall exercise “expenditure responsibility” as deemed in Section 4945 (h) (1) and (2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, with respect to all grants and distributions.
Section 13.03. Reasonable Return: The Board of Directors shall take steps to assure that each Director, agent, or custodian of the unrestricted trusts or funds that are a component part of this Corporation, will administer them in accordance with accepted standards of fiduciary conduct to produce a reasonable (as determined by the Board of Directors) return of net income.
ARTICLE XIV – BOOKS OF RECORD, AUDIT, FISCAL YEAR, BOND
Section 14.01. Books and Records. The Board of Directors of this Corporation shall cause to be kept:
(a) records of all proceedings of the Board of Directors and Committees thereof; and
(b) all financial statements of the Corporation; and
(c) Articles of Incorporation and Bylaws of this Corporation and all amendments thereto; and
(d) Such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business.
Section 14.02. Audit and Publication. The Board of Directors shall cause the records and books of accounts of this Corporation to be audited in such a manner as may be deemed necessary or appropriate and also shall make such inquiry as the Board of Directors deems necessary or advisable into the condition of all trusts and funds held by any agent or custodian for the benefit of this Corporation. The Directors shall retain any such person or firm for such purposes as they may deem appropriate.
Section 14.03. Fiscal Year. The fiscal year of the Corporation shall begin on August 1 and end on July 31 of each year.
Section 14.04. Bond. The Corporation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Directors.
ARTICLE XV – TRANSACTIONS OF THE CORPORATION
Section 15.01. Contracts. The Board of Directors will require both signatures by the Executive Director and President to enter into all contracts or to execute and deliver any instrument in the name of and on behalf of the Corporation.
Section 15.02. Gifts. The Board of Directors may accept on behalf of their Corporation any contribution, gift, bequest or devise for the general purpose or for a specific purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the By-Laws, the Articles of Incorporation, state or federal law, and any requirements for maintaining the Corporation’s federal and state tax status.
Section 15.03. Conflicts of Interest. The Corporation’s affirmative policy shall be to require that all actual or potential conflicts be discussed promptly and disclosed fully to the Board of Directors and all other necessary parties. Any Director having a conflict on any matter shall neither participate in the deliberation nor vote on any such matter. The Board of Directors may from time to time, establish such rules and regulations in furtherance of this policy, as deemed appropriate
Section 15.04. Nonprofit Operation. The Corporation will not have or issue shares of stock. No dividend will be paid. No part of the income or assets of the Corporation will be distributed to its Directors or Officers without full consideration. No Director or officer of the Corporation has any vested right, interest or privilege in or to the assets, property, functions or activities of the Corporation.
ARTICLE XVI – WAIVER OF NOTICE
Section 16.0. Whenever any notice is required to be given by these Bylaws or any of the corporate laws of the State of Texas, such notice may be waived in writing, signed by the person or persons entitled to said notice, whether before, at or after the time stated, or before, at, or after the meeting. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the Director at his/her address as it appears on the records of the Articles of Incorporation.
ARTICLE XVII – INDEMNIFICATION AND INSURANCE
Section 17.01. Indemnification and Representation. The Corporation shall indemnify and provide for the defense of any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) as a result of his or her actions or omissions within the scope of his or her official capacity for the Corporation as a Director, officer, employee, or agent of the Corporation, to the full extent permitted under Texas state law, as in effect from time to time.
Section 17.02. Insurance: The Corporation shall purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation.
THSADA MEMBERS: July 27, 2004 The Bylaws of the Texas High School Athletic Directors Association were written many years ago and first amended in 1993. Additional amendments took place in 1996. They have served us well. Over the past eight years issues arose that many of us felt required attention to bring our Bylaws more up to date. Most of the proposed changes were of an editorial nature. There were however, several items that were modified to reflect growth in our organization, to clarify operational procedures, and to make needed changes. The Bylaws Review Committee believed that these recommended changes were needed to our current Bylaws. The Bylaws Review Committee was composed of Richard Avila recently retired from Corpus Christi; Kelly Reeves of Round Rock; Poppy Rodriguez of McAllen; Ed Warken of Galena Park; and Jerry Comalander of North East. Each committee member was a past president of THSADA. We met and discussed changes over the last year and a half and respectfully submitted them to you for your review. This document was also reviewed and approved by your Board of Directors and submitted at the July business meeting of the THSADA. The Board of Directors of the THSADA presented the proposed changes at the business meeting of our association on Monday, July 26, 2004. A vote was taken of the members who were present. The Bylaws were approved and the amended copy is listed below.
Feb. 10, 1993: Amended
July 29, 1996: Amended
July 26, 2004: Proposed Amendments
(process began on Sept. 28, 2003 and completed in June, 2004)
June 11, 2009: Amended
(process began on Sept. 28, 2008 and completed in July, 2009)
July 19,2010: Amended
(process began on May 13, 2010 and completed in July, 2010)
September 26, 2011: Amended
(process began on September 26, 2011 and completed in March, 2012)
September 24th, 2012: Amended
(process began on March 11th, 2012 and completed on September 24th, 2012)
May 9th, 2013: Amended
(process began on May 9th , 2013 and completed on July 29th, 2013)
January 6th, 2014: Amended
(process began on January 5th, 2014 and completed on January 6th, 2014)
May 8th, 2014: Amended
(process began on Wednesday, May 7th and completed on Thursday, May 8th, 2014)
June 24th, 2014: Amended – via e-mail vote by Board – Section 10.02
(process began on June 24th and completed on June 28th, 2014)
September 4th, 2014: Amended – via e-mail vote by Board – Section 4.06 and Section 5.17
(process began on September 3rd and completed on September 4th)