ARTICLE I – Name                                                                                                      Jul 28, 2024

    Section 1.01. The name of this organization shall be Texas High School Athletic Directors Association. These By Laws govern the affairs of the TEXAS HIGH SCHOOL ATHLETIC DIRECTORS ASSOCIATION, INC. (the “Corporation“), a 501 © 3 non-profit 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.  Past normal and customary routines and procedures can be used to govern the Corporation until such By Laws can be affected.

    ARTICLE II – OFFICES/CORPORATE SEAL

    Section 2.01.  Registered Office. The registered office of the Corporation in Texas shall be 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 will 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:

    1. 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 and conferences.
      E.  To promote the professional growth and image of interscholastic athletic administrators and provide educational opportunities.

    ARTICLE IV – Membership The Corporation shall have voting members who shall elect the Board of Directors. 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 By-Laws. 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 region members will bi-annually elect a Region Director who will be responsible for governance of the Corporation.  New Region Directors will assume their duties at the annual THSADA Board Orientation 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 THSADA or associate members who become disabled, retire, or inactive for other causes may become retired members.  Retired members shall not have voting privileges in Corporation business and must have served as an athletic administrator for a minimum of ten years in the State of Texas for award recognition.  There will be no membership fee for retired members. A retired member may serve on a standing committee at the invitation of the President.

    Section 4.05. Honorary Membership The Executive Director may award honorary membership as they see fit.  There will be no fee or voting privileges assigned to this membership.

    Section 4.06. Dues. Annual dues shall be reviewed and set by the Board of Directors for both active and associate membership. Membership fees are due during the membership calendar year. There will be a registration fee to attend the State Conference, Fall Forum, Spring Sponsor Showcase for all membership levels.

    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 currently consist of a President, and President-Elect, as well as any other officers deemed necessary to fulfill the obligations of the board. The election will be held each year for the position of President-Elect. If an Officer of the Board retires while serving in the capacity of a THSADA Officer, they may continue their service as an Officer, as long as they maintain their ACTIVE status with the Association. with Board approval.

          BOARD OF DIRECTORS

    Section 5.02.  Board of Directors. All Board of Directors shall be serving as Active Athletic Administrators for a Texas ISD in good standing with the appropriate state agency. The Board of Directors currently consist of ten voting members and ten non-voting members.  The two elected officers and eight elected Region Directors from the eight regions (as indicated by the official regional map of the Texas High School Athletic Directors’ Association) serve as voting members with the Associate, Assistant Executive Director, Senior Director  and the Executive Director as non-voting members. Committee Chairs and Ex-Officio positions are considered Board members, but have no voting privileges.

    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 Corporation’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 defined by 5.02, may be removed with or without cause at any time. Removal shall be by a majority vote of all Board of Directors of the Corporation at a regular meeting or a special meeting of the Board 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 Board of Directors must be delivered to all Directors at least twenty (20) days prior to such meeting.

    Section 5.06.  Proxies. Proxies shall not be allowed or used for any Board/Ex-Officio or Chair.

    Section 5.07. Region Directors of the Board. Region Directors shall be elected from the “Active Members” of the designated Region.  These Region Directors from each of the eight regions, will form the Board of Directors along with Officers and the non-voting Executive Director, Associate and Assistant Executive Director of the Corporation. Regional Directors from regions 2-4-5-8 will be elected in even years and regions 1-3-6-7 in odd years and each Region Director will serve a two-year term. These Region Directors are to be elected by voting members within their region and will assume office at the annual THSADA Board orientation meeting. Any change in the status of employment as an active athletic director while holding a position as a Region Director will be left to the discretion of the President whether to remove or to continue in the present position.

    Section 5.08. Duties of the President. The President shall preside at all meetings of the Corporation as the Chief Executive Officer.  The President shall be responsible for writing a column in each of the newsletters.  The President shall have the power to appoint special committees and committee chairs for the purpose of improving the objectives of the Association.  The President shall be allowed up to   yearly in expenses to attend a THSADA approved national event(s).  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. 

    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 term. 

    Section 5.10. –  Board Finance Committee: Purpose of the Finance Committee is to audit and provide oversight for all THSADA finances.  Board consists of President/President-elect/Executive Director/Finance Manager

    Section 5.11. – Board Strategic Planning Committee:  Purpose of SP Committee is to organize and oversee future visions and directions for the THSADA. 

    Section 5.12. – Board Resolutions Committee: Purpose of Resolutions is to oversee and present any proposals to the Board of Directors and to present any statements or position standings on behalf of THSADA.

    Section 5.13. – Board Operations Committee: Purpose of Operations is to plan event logistics, event budgeting, and staffing.

    Section 5.14. Ex-Officio. Two Texas ISD Superintendents will be selected by the Board to a four-year term.  Ex-Officio has all rights and privileges of Board members with the exception of not being able to vote.

    Section 5.15. Duties of the Region Directors. Region Directors shall attend all regular meetings of the Corporation and all scheduled Board meetings. Each Region Director should call at least   Region meetings during the school year of their region membership.  Region Directors are encouraged to attend any and all UIL meetings to better inform the membership in their region.  Meetings called by the Region Director are under the auspices of the THSADA. The Region Directors and Associate Executive Director will set and approve the agenda. A $300.00 fee is the recommended amount to be charged to the Region Sponsor to be recognized at the Region meeting. Region Directors will facilitate elections conducted at the Region level. Region Directors are responsible for selecting committee members.

    Section 5.16. Election of Region Directors. A sitting Region Director may run for re-election once their term is finished.  A Region Director can only serve two consecutive terms. Additional terms must be separated by at least one two year period. 

    Section 5.17. 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 5.18. Election of Officers. The President shall serve a one-year term and would be eligible for a second term in one year.  A second term would require successful election as President-Elect as well as a two-year commitment.  The President-Elect will succeed the President the following year. The election of a President-Elect will occur prior to the annual Board orientation. Election ballots will be electronically distributed to all Active members of THSADA. If two candidates are running for President the candidate that receives a majority of the total votes cast, that individual will be declared the President-Elect. If more than two candidates are running for President, any candidate receiving 50% or more of the vote would be declared the winner. If no one receives at least 50% of the vote, there will be a runoff between the top two candidates. If a Region’s nominee is elected as the President-elect that Region will not be allowed a President-elect nominee for two years. 

    Section 5.19.  Vacancies. For a vacancy in the position of an elected member of the Board of Directors, the President may appoint or call an election to fill the position. These appointees and/or elected candidates will serve only until the end of the term as in the case of a Region Director.

    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. The Executive Director is an Independent Contractor.

    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 Corporation as stated in the Constitution and By-Laws, while promoting Corporation 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, and the President-elect 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 THSADA State Conference every three years and will be a non-voting board position. The Executive Director will be evaluated on a yearly basis.

    Associate Executive Director

    Section 6.04.  OFFICE:  The name of the office will be the Assistant Executive Director of the Texas High School Athletic Directors Association.  Assistant Executive Director is an Independent Contractor.

    Section 6.05. DUTIES:  The Assistant Executive Director will work with the Executive Director to organize and administer all meetings of the THSADA Board of Directors.  Will provide administrative oversight for the THSADA State Conference. The Assistant Executive Director will represent and do the work of the THSADA as directed by the Executive Director.

    Section 6.06.  TERM:  The Assistant Executive Director will serve a term of three-years after which time the Executive Director will evaluate the position performance.

    Assistant Executive Director

    Section 17.03. OFFICE: The name of the office will be the Assistant Executive Director of the Texas High School Athletic Directors Association.  Assistant Executive Director is an Independent Contractor.

    Section 17.04. DUTIES:  The Assistant Executive Director will work with the Executive Director to organize and administer all meetings of the THSADA Board of Directors.  The Assistant Executive Director will represent and do the work of the THSADA as directed by the Executive Director.

    Section 17.05.  TERM:  The Assistant Executive Director will serve a term of three-years after which time the Executive Director will evaluate the position performance.

    Senior Director

    17.06. OFFICE: The name of the office will be Senior Director of the Texas High School Athletic Directors Association.  Senior Director is an Independent Contractor.

    17.07. DUTIES: The Senior Director will work with the Executive Director to organize and administer all meetings of the THSADA Board of Directors.  The Senior Director Will provide administrative oversight for all Professional Education programs.  The Senior Director will represent and do the work of the THSADA as directed by the Executive Director.

    17.08. TERM: The Senior Director will serve a term of three-years after which time the Executive Director will evaluate the position performance.

    ARTICLE VII – Meetings

    Section 7.01.  Place of Meeting The Board of Directors may hold its meetings at such a 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 are 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 a minimum of 3 Board of Director meetings a year as determined by the THSADA President.

    Section 7.04. –  Section 7.05. –  Open

    Section 7.06. Association Fiscal 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 unless otherwise approved by the President.  The Chairperson of the group shall call all such meetings.  Notice of at least one week shall be given to all members as to time, date, place, and agenda.

    Section 7.08. State Conference Guidelines

    1.  The Executive Director will assign a State Conference Coordinator.  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.
    2. Site of the State Conference will be set in advance and within the best financial interests of the THSADA.  The site 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.  Committee Structure and Membership.  The President has the authority to appoint and create Committees and appoint Chairs as necessary to facilitate the work of the THSADA. Membership for any THSADA committee is restricted to Active members only. THSADA Committee members will serve a 2 year term.

    Committee membership can be renewed.

    Section 8.02. Publication Committee. The committee is responsible for the publication of THSADA newsletter and professional articles written by THSADA members.

    Section 8.03. Athletic Committee. The purpose of the THSADA Athletic Committee is to consider proposals for recommendations to the THSADA Board of Directors that have athletic–related aspects that align to the UIL C&CR and any UIL Athletic Committee proposals.

    Section 8.04. Professional Education Committee.  This committee is responsible for facilitating TAA, QUAD A, JHAMS and Professional Development opportunities for members of the THSADA, excluding LTI.

    Section 8.05. Officials Committee. The Officials Committees is responsible for working with the UIL and TASO on topics related to the recruitment, selection, training and communication with UIL/TASO certified officials.

    Section 8.06. Awards Committee. The Awards Committee shall consist of eight appointed active members, one from each of the regions. One committee member will be appointed by the president to serve as the chairperson.

    Section 8.07. NIAAA Committee. (NT) The NIAAA Committee is responsible for establishing a NIAAA yearly calendar, soliciting NIAAA award applications and making recommendations to the THSADA Board on all National Awards

    Section 8.08. Membership Committee. Active members who represent their specific Region of the state to promote and drive membership to the THSADA. Members will serve two-year terms.

    Section 8.09. Policy Committee. The purpose of the THSADA Policy Committee is to consider proposals for recommendations to the THSADA Board of Directors that have policy-related aspects that align to the UIL C&CR and UIL Policy Committee proposals.

    Awards Presented at THSADA State Conference – Hall of Honor Celebration:

    Region 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 who meet the following criteria:

    • 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.

    Elected by Region Membership, requires THSADA Board approval and presented at THSADA Hall of Honor.

    Joe Bill Fox Distinguished Service Award – The Joe Bill Fox Distinguished Service Awards is a unique recognition of individuals, outside the field of athletic administration who meet the following criteria:

    • Served the THSADA in truly outstanding fashion.
    • Recipients of this award will have provided a broad spectrum of service to the THSADA.
    • Worked to have improved athletic administrator efficiency and success.
    • Nomination by the THSADA Awards Committee, approved by THSADA Board and presented at the THSADA Hall of Honor.

    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. Nominated and approved by the THSADA Board and presented at the THSADA HofH..
    PBK Sports-THSADA Hall of Honor Inductees     – Presented on an annual basis to a THSADA member who meets the following criteria:

    • Current member of THSADA or has been a member of and has served THSADA in some capacity.
    • Demonstrated exemplary service to the vocation of athletic administration – local, state and national contributions are considered
    • 10 years of service as an athletic administrator in the State of Texas.

    Nominated by the THSADA Awards Committee, approved by the THSADA Board and presented at the THSADA Hall of Honor.

    Dr. Charles E Breithaupt Citation –Presented to athletic administrators who have made significant contributions to the THSADA, which have impacted high school activities.

    • Awarded at the HOH Celebration – (Active THSADA members) Crystal Award (1-3 per year)

    THSADA Superintendent of the Year – Presented to a Texas Superintendent who has made a significant contribution to the THSADA, who has impacted high school activities

    • Awarded at the HOH Celebration
    • Presented to a Texas Superintendent who has made a significant contribution to the THSADA, who has impacted high school activities. Awarded at the HOH Celebration

    Kelly Reeves State Award of Merit –Presented on an annual basis to a THSADA member who meets the following criteria:

    • Current member THSADA and NIAAA
    • Five (5) years of athletic administrative service in Texas
    • Time, effort, commitment and meritorious service to athletic administration and to the THSADA and/or NIAAA
    • Demonstrated leadership in athletic administration.

    Nominated by NIAAA Committee, approved by THSADA Board and presented at the THSADA Hall of Honor

     

    NIAAA Distinguished Service Award (Bruce D. Whitehead) –Presented on an annual basis to a THSADA member who meets the following criteria:

    • Member of THSADA and NIAAA
    • Open nomination to any person who has given their time, effort and commitment to Texas High School athletics and the student participants.

    Nominated by NIAAA Committee, approved by THSADA Board and presented at THSADA Hall of Honor.

    NFHS Citation

    Presented on an annual basis to a THSADA member who meets the following criteria:

    • Member of THSADA
    • Individuals have a long-standing and distinguished record of involvement with high school activities programs at the local and state levels.
    • Individuals are recognized as among the best in their profession by their colleagues.

    Nominated by NIAAA Committee, approved by THSADA Board and presented at the THSADA Hall of Honor.

    Frank Kovaleski Professional Development Award

    Presented on an annual basis to a THSADA/NIAAA member who meets the following criteria:

    • An individual who has contributed to the vision and or delivery of professional development of athletic administration..
    • The nominee selected should be a member in good standing of the THSADA and 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 their application.

    Nominated by the NIAAA Committee, approved by the THSADA Board and presented at the THSADA Hall of Honor.

    Hall of Fame

    Triple Legacy Award

    ARTICLE IX – Elections and Appointments

    Section 9.01. Elections All regular elections shall be held in the Spring and approved by the Board.

    Section 9.06. Presidential Appointments. The President shall appoint such committee chairpersons/members 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 Region Director.

    Section 9.07. Transfer of Officers. Transfer of officers and offices should be made as orderly as possible. 

    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 or a requirement for an immediate decision, as determined by the President, the President has the authority to make decisions in the best interests of the Corporation.  The President may call a special meeting or may poll the membership  electronically. 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 Corporation 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 – 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 July 1 and end on June 30 of each year.

    Section 14.04.  Bond. The Corporation shall obtain a 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. As designated by the Board of Directors, checks written over $10,000 or checks that are not normal and customary in the regular payment protocol of the THSADA will require the signature of the Executive Director and written approval by a THSADA officer. Anything under $10,000 that is normal and customary in the payment protocol of the THSADA will require only the signature of the Executive Director.

    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 (1971-Joe Tusa-HISD) 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 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.

    December 2nd, 2021

    Section 5.02-Updated and Defined

    Section 5.10-Deleted

    Section 5.17-Election of Officers

      – Amended By Laws:  Approved by the Board.

    Section 5.01: If an Officer of the Board retires while serving in the capacity of a THSADA Officer, they may continue their service as an Officer until such time that their term as Past President has ended.

    Section 5.15. Election of Region Directors. A sitting Region Director may run for re-election once their term is finished.  Terms may run consecutively.

    July 15th, 2020 – Amended By-Law Section 4.06 – Dues; Section 5.08 – Duties of the President 

    January 11th, 2018 – Amended By Law Section 15.01- Contracts

    January 5th, 2015 – Amended

    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)

    June 24th, 2014:  Amended – via e-mail vote by Board – Section 10.02
    (process began on June 24th and completed on June 28th, 2014)

    May 8th, 2014:  Amended
    (process began on Wednesday, May 7th and completed on Thursday, May 8th, 2014)

    January 6th, 2014:  Amended
    (process began on January 5th, 2014 and completed on January 6th, 2014)

    May 9th, 2013: Amended
    (process began on May 9th , 2013 and completed on July 29th, 2013)

    September 24th, 2012: Amended
    (process began on March 11th, 2012 and completed on September 24th, 2012)

    September 26, 2011: Amended
    (process began on September 26, 2011 and completed in March, 2012)

    July 19,2010: Amended
    (process began on May 13, 2010 and completed in July, 2010)

    June 11, 2009: Amended
    (process began on Sept. 28, 2008 and completed in July, 2009)

    July 26, 2004: Proposed Amendments
    (process began on Sept. 28, 2003 and completed in June, 2004)

    July 29, 1996: Amended

    Feb. 10, 1993: Amended

    Updated – December 2024

    Texas High School Athletic Directors-Code of Conduct

    Mission Statement

    To provide members with professional development, leadership, guidance, and support opportunities conducive to effective and ethical athletic administration.

    Purpose

    The Texas High School Athletic Directors Association members shall model behavior that reflects high ethical standards, professionalism, and a commitment to excellence. As one of the most complex positions in secondary education, they provide visionary leadership for athletic programs and manage their daily operations effectively.

    This position demands a servant leader who is also a strategic planner, a skilled communicator, a capable manager, a trusted counselor, and an expert in applicable policies, sports law, and governance. Members are expected to uphold the highest standards of integrity, foster an environment of respect and inclusivity, and lead by example in promoting ethical and professional behavior across all aspects of athletic administration.

    We are a principled-centered organization and committed to:

    • Fulfilling professional responsibilities
    • Exhibiting ethical conduct
    • Exhibiting responsible support of the educational system

    Principle 1:     Fulfilling professional responsibilities

    1. Performs duties objectively, with competency, and in a transparent manner.
    2. Ensures values-based professional development for all stakeholders.
    3. Advocates on the importance of honor, character, ethics, and sportsmanship.
    4. Maintains relationships with all educational community members that foster fairness and accountability.
    5. Maintains relationships with colleagues that promote fairness, trust, and respect.
    6. Promotes the mission statement of the association through a commitment to active participation.
    7. Exhibits effective and efficient fiscal management.
    8. Models’ appropriate behavior in social media environments.
    9. Exhibits the appropriate level of authority afforded by the position and does not use that authority to advance or protect personal interests and agendas.

    Principle 2:     Exhibiting ethical conduct

    1. Maintains professional and ethical relationships.
    2. Assured programs offer equal access and opportunities to participants.
    3. Assures a code of conduct exists for program activities and is administered fairly.

    Principle 3:     Exhibiting responsible support of the educational system

    1. Organizes, directs, and promotes an education-based athletic program that honors the total educational program and enhances learning.
    2. Acts as an educational leader, offering programs centered on student learning, personal growth, and the total well-being of student-athletes and coaches while maintaining the highest standards of professional and ethical conduct.
    3. Works cooperatively with district administration to establish, implement, and support school policies, ensuring alignment with educational objectives and ethical practices.
    4. Engages responsibility with the community, fostering trust and support amongst stakeholders, including students, colleagues, coaches, contest officials, media, administration, and the public, while modeling professionalism and integrity in all our actions.