Bylaws

The name of this corporation shall be Career and Technical Association of Texas.

The registered office of the corporation shall be in the Austin area, in the State of Texas. The corporation may also have offices or agencies in such other places as the Board of Directors may deem expedient.

A. The corporation is a statewide organization, unified with the Association for Career and Technical Education.

B. Affiliation with other organizations of similar purposes and interests may be entered into or dissolved by action of the Governing Board with the approval of two-thirds (2/3) of the voting membership present at a called vote, based on recommendations of the Board of Directors.

A. Mission

CTAT is the leading advocate supporting CTE programs and the professionals who lead them.

B. Purpose

To provide leadership and support in developing an educated, prepared, adaptable and globally competitive workforce. To foster excellence in career and technical education with professional development and resources.

C. Powers

The association shall have and possess all the rights, powers, and privileges given to corporations by common law, including to sue and be sued, to borrow money and secure the payment of the same by notes, bonds and mortgages upon personal and real property, and to rent, lease, purchase, hold, sell and convey such personal and real property as may be necessary and proper for the purpose of erecting buildings, and for other proper objects of such corporation to receive dues and donations for carrying out the objects aforesaid.

A. Eligibility

Any individual interested in the mission and purposes of the association shall be eligible for membership.

B. Classification of Members

The Association shall consist of five (5) classes of membership:

1. Active
2. Associate
3. Educational Institution
4. Business and Industry Membership
5. State Affiliate Organizational Membership
6. Honorary

C. Active Membership

Active membership shall be comprised of Active Leadership and Active Instructional defined as follows:

1. Active Leadership shall be comprised of any person in a secondary CTE educational leadership role requiring oversight, guidance, professional development and/or coordination for CTE programs from multiple Career Cluster areas. Active Leadership membership shall include membership in ACTE.
2. Active Instructional shall be comprised of any person serving in an instructional role.
3. Educational Institution members shall be classified as either Active Leadership or Active Instructional.

D. Associate Membership

Associate, non-voting membership of this corporation is open to any person interested in the welfare of the organization.

E. Educational Institution

Educational Institution membership of this corporation is open to any entity interested in the welfare of the organization and is defined as any school district, technical and career center, curriculum center, educational consortia, community college or university.

F. Business and Industry Membership

Business and Industry Membership, non-voting, is open to corporations, owners and persons representing business, industry and the military that have a professional interest in activities that foster the improvement and expansion of career and technical education.

1. Each Business and Industry member shall designate one individual as the contact listing for the organization.

G. State Affiliate Organization Membership

State Affiliate Organization Membership, non-voting is open to any state organization that has a professional interest in activities that foster the improvement and expansion of career and technical education.

H. Honorary Membership

Honorary, non-voting members of this corporation shall be persons the Corporation desires to honor for exceptional service within the interests of career and technical education and/or the corporation. Honorary membership shall be conferred after approval by the Area and Board of Directors. An honorary member shall not be required to pay any dues.

I. Voting and Holding Office

1. Only individuals from the following membership classifications shall be considered eligible for voting and serving as board and committee members:
   1. Active Leadership Members
   2. Active Instructional Members
2. Active Leadership and Active Instructional members may serve as officers of the association.
3. The Board of Directors shall determine policies and procedures for the classification of membership.

J. Membership Year

Membership shall begin with receipt of dues at the CTAT office and extend for one year (twelve months).

K. Dues Setting Authority

Dues for all classification of membership shall be determined by the Board of Directors.

L. Meetings

Meetings of the members may be held during each calendar year.  Written notices of the place, day, and hour of such meetings shall be delivered not less than ten (10) days before the date of the meeting, to each member entitled to vote at such meeting.

A. Areas

1. For the purpose of electing area directors to serve on the board, the State of Texas is divided geographically into twelve (12) areas. The boundaries of an area shall be determined by the Board of Directors.
2. Voting members in each area shall elect one Area Director to serve on the board.
3. The operating policies of the areas shall conform to policies approved by the Board of Directors and the Bylaws.
4. The area directors shall have the responsibility for seeing that the policies and strategic plan are carried out in the region.

B. Committees

1. The Board of Directors may establish and dissolve committees and task forces and appoint their members as needed. The following standing committees shall be appointed annually by the President:
   • Audit/Budget and Finance
   • Awards
   • Nominations
2. The various respective committees shall perform the duties described in the Procedures Manual of the corporation. The committees shall serve at the pleasure of the President and Board of Directors.
3. The Board of Directors shall establish procedures for the creation and operation of standing committees and task force committees as it deems appropriate. All committee members shall be members.

A. Meetings

1. At meetings of the corporation, the members shall consider such business provided for in these Bylaws, and such items as referred to it by the Board of Directors.
2. Meetings of the corporation shall be at a time and place designated by the Board of Directors. The meetings shall be open but voting shall be restricted to voting members.
3. Written notices of the place, day, and hour of such meetings shall be delivered not less than ten (10) days before the date of the meeting, to each member entitled to vote at such meeting.
4. Members present shall constitute a quorum.

B. Board of Directors

1. The Board of Directors shall be the governing body of the Association and shall have the authority and responsibility for the supervision, control and direction of the Association.
2. The Board of Directors shall have the authority to set dues annually.
3. If because of disability, resignation or other cause any Area Director position becomes vacant, the area shall be empowered to fill the said position until the prescribed procedures shall be followed to elect an Area Director for a new term.
4. The Board of Directors may appoint individuals to serve as non-voting advisors to the Board.
5. The Board of Directors shall hire the executive director and designate the term of employment and compensation.
6. Directors shall not receive a salary for their services on the Board. Expenses incurred in performing the business of the corporation may be reimbursed in accordance with policies established by the Board of Directors.
7. The Board of Directors shall meet at least once annually. Special Meetings of the Board of Directors may be called by the President upon two-days notice to each member of the Board.
8. A majority of Directors shall establish a quorum at any meeting of the Board of Directors.
9. The duties and responsibilities of Directors include the following:
   • Represent Area on the Board
   • Communicate with Area members
   • Attend Board meetings regularly
   • Advise the President of suggested agenda items
   • Share information with other Directors between meetings
   • Represent the corporation at meetings as requested by the President
   • Designate duties of executive director

C. Executive Committee

Only in the event that action must be taken between board meetings and only on matters not specifically reserved for the board by these Bylaws or by law may the Executive Committee act. Actions of the Executive Committee shall be reported to and ratified by the Board at the next Board meeting.

A. Officers

The officers of the corporation shall consist of President, President-elect, Finance Chair, and such other officers as may be elected in accordance with the provisions of this Article. The executive committee shall be comprised of President, President-elect, and Finance Chair. The immediate Past-President shall serve in an advisory, ex-officio capacity to the Executive Officers.

B. Duties of Officers

1. The term of office shall be one year with the exception of the Finance Chair. The President shall be the chief executive officer of the corporation, presiding over all meetings of the Board of Directors and all meetings of the membership.
2. The President-elect shall serve for a period of one year prior to assuming the duties of the President. He/She shall become the President of the corporation during the year following his/her service as President-Elect.
3. The Finance Chair shall have oversight of all monies, securities, and other valuable property in the name of the corporation in such repositories as may be designated by the Board of Directors.
4. The Past-President shall be an honorary office held by the outgoing President from the previous year, providing experience, advice, and guidance to the Board of Directors.

C. Resignation and Removal

1. If because of disability, resignation or other cause any office becomes vacant, the Board shall be empowered to fill the said office until the prescribed procedures shall be followed to elect a member for a new term.
2. The Board of Directors, by a two-thirds (2/3) vote of all its members, may remove any officer from office for cause.

A. Eligibility and Term of Office

1. The Board of Directors shall be elected as prescribed by these articles, selected on the basis of demonstrated leadership in career and technical education.
2. The President-Elect shall have served on the Board of Directors at some time and shall serve no more than one one-year term.
3. The President shall serve no more than one one-year term.
4. The Finance Chair shall have served on the Board of Directors at some time and shall serve no more than two two-year terms.
5. Only Active Leadership members shall serve as Area Directors. Area Directors shall serve no more than two three-year terms.
6. Only Active Instructional members shall serve as At-Large Directors. At-Large Directors shall serve no more than two three-year terms.
7. The officers shall begin their term of office on August 1 following their election.
8. The office of Past-President will be an ex-officio position filled by the elected President from the previous year.
9. The officers of the corporation, with the exception of the Finance Chair, shall be elected annually and shall hold office until their successors are chosen.
10. Any exception requires approval by the Executive Committee to be ratified by the Board of Directors at its next scheduled meeting.

B. Process of Nomination

1. During the annual election cycle, nominees for eligible offices shall be approved by the Board of Directors.

C. Method of Election

1. The President-Elect and Finance Chair shall be elected by the membership eligible to vote.
2. Area directors shall be elected by the members eligible to vote as provided in these bylaws.
3. Two At-Large Directors shall be elected from the Active Instructional member classification by the Active Instructional class.
4. A majority vote shall constitute an election. In case of a tie vote, the Executive Committee shall cast the deciding vote.
5. If at any time during the election process a candidate for office withdraws or is disqualified, the Board of Directors will determine if the office is to be declared vacant.

The CTAT Bylaws and Articles of Incorporation may be amended as follows:

1. Proposed amendments with a written rationale shall be reviewed by a Bylaws Committee who may recommend acceptance or rejection.
2. All proposed amendments shall be provided to the Board of Directors at least 30 days prior to a vote.
3. Amendments to the Bylaws and Articles of Incorporation shall be approved by a two-thirds (2/3) vote of the Board of Directors and become effective immediately upon approval.

The current edition of Robert's Rules of Order, Newly Revised, will govern any provision not covered by the Bylaws of the association.

1. The Board of Directors may authorize any officer or officers, agent or agents of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.
2. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation as determined by resolution of the Board of Directors.
3. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
4. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

The corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors. All books and records of the corporation may be inspected by the Audit Committee, CPA and/or attorney for any proper purpose at any reasonable time.

1. Fiscal Period. The fiscal period of the corporation shall be from October 1 to September 30, or such other period as approved by the Board of Directors.
2. Notices. Whenever notice is required to be given to any officer, director or member, such notice shall be given by any means calculated to give actual notice addressed to each member, officer or director at such address as appears on the books of the Association.
3. Dissolution. Upon dissolution, it shall be the obligation of the Board of Directors to ensure that all just debts and claims against the Association are paid. Any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations exempt from taxation under Section 501(c)(6) of the Internal Revenue Code.
4. Indemnification. To the fullest extent permitted by law, but limited to the Association's insurance coverage, the Association shall indemnify and hold harmless any and all past, present or future Directors and Officers from all liabilities, expenses and counsel fees reasonably incurred in connection with all claims, demands, causes of action and other legal proceedings by reason of any alleged or actual action or inaction in the performance of their duties on behalf of the Association.
5. Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of all its agents, including officers, directors and employees, against any liability asserted against or incurred by the agent in such capacity.