Adopted September 21, 2015

TxCEIA By Laws, Adopted September 21, 2015

ARTICLE 1 – NAME

The name of the Association shall be “TxCEIA, Inc.” and will operate under the assumed name "Texas Cooperative Education and Internship Association, "and shall also be known as the TxCEIA,” hereinafter referred to as the Association.

ARTICLE 2 – DEFINITION of TERMS

1. Work-integrated learning is the process of education that formally integrates college studies with institutionally supervised work experiences in cooperating employing organizations. These experiences in appropriate fields of business, industry, and government are considered an integral part of the educational process. Both Cooperative Education and Internships are programs included in work-integrated learning.

2. Cooperative Education is further defined by the appended document titled “Cooperative Education Model” which includes the definition and essential characteristics.

3. Internships are further defined as individual semesters of academically relevant, work experience.

ARTICLE 3 – PURPOSES, AIMS, and IDEALS 

1. The Association is organized exclusively for charitable, religious, educational, and/or scientific purposes, included, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501©(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.  The term of existence for the Association is perpetual.

2. The Association shall provide an organization for all institutions of higher education, employers, and those individuals who are interested in work-integrated learning within the State of Texas.

3. The specific objectives of the Association shall be:

A. To broaden the understanding of the significance and values of Cooperative Education and Internships.

B. To strengthen the functioning of Cooperative Education and Internships through active interchange of ideas and experience among educators, employers, and students. 

C. To provide a source of information about work-integrated learning for industry, government, business, and education.

D. To strengthen the functioning and understanding of Cooperative Education and Internships through active interchange with local, state and federal officials.

4.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

5.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof.

6.  Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code, or corresponding section of any future purpose.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposed or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE 4– MEMBERSHIP                    

1. Membership shall be open to all individuals that are interested in furthering work-integrated learning for college and university students.

2. An active member in good standing is one who has paid the current year’s membership dues.  Current year is defined as beginning with the TxCEIA annual conference and continuing until the following year’s annual conference.  

3. Life memberships may be granted by the Executive Board to those who have maintained at least 10 years of active membership (see paragraph 2 above) in the Association, made a significant contribution to the Association, and have retired from active engagement in cooperative education or an associated field.  A life member is eligible to attend TxCEIA and TxCEIA-sponsored conferences and meetings held by or on behalf of the Association, and is accorded all privileges of membership without paying annual membership dues, registration, or any other fees.  The Membership Committee (Article 9, Section 2, Paragraph D) shall review requests for Life Membership, and shall make recommendation to the Executive Board for approval.

ARTICLE 5 – EXECUTIVE BOARD

1. An Executive Board, consisting of elected officers, elected representatives, and ex-officio members, shall administer the Association. All officers, representatives, and ex-officio members of the Executive Board shall have been a member of TxCEIA for at least one year and must be a current member in good standing at the time of nomination. 

2. Officers of the Association and Terms of Office.  The President, President-Elect and Conference Chair, and Past President will be elected to one-year terms. All other elected officers shall serve a two-year term.  Consecutive full terms of office in the same position shall be limited to two terms with the exception of the President, President-Elect and Conference Chair, and Past President, all of whom will be limited to one term.  Exceptions to these term limits require the approval of the Executive Board.

A. The President shall serve as chair of all meetings of the Association and of the Executive Board, and shall represent the Association at the Cooperative Education and Internship Association annual conference and at any other appropriate meeting or situation.  The President shall make all committee appointments, shall call all meetings of the Association and the Executive Board, and shall assign duties and form committees unless specified otherwise as needed to conduct Association business.  The President shall preside over the Annual Conference. 

B. The President-Elect and Conference Chair shall assume the Presidency the following year.  The President-Elect and Conference Chair shall chair the Annual Conference Committee.  The President-Elect and Conference Chair shall develop a program proposal for the Annual Conference and present it to the Executive Board for approval. 

C. The Vice-President of Marketing and Communication shall coordinate public relations and communications under the oversight of the Executive Board.  The Vice-President may form a committee(s) to assist with these responsibilities as needed.

D. The Secretary, shall record minutes of all meetings of the Association, prepare written reports from the minutes, shall present the minutes for approval, and shall be responsible for the notification of all Executive Board members concerning meeting times and places.

E. The Immediate Past President shall chair the Governance Committee and shall be responsible for presenting the proposed slate of officers at the annual business meeting of the Association. 

3. Representatives of the Association and Terms of Office.  Representatives shall represent their constituencies in all matters brought for business to the Executive Board. All elected representatives shall serve a two-year term.  Consecutive full terms of office in the same position shall be limited to two terms.  Exceptions to these term limits require the approval of the Executive Board.  Constituency representatives, from among their own constituencies, will consist of:

A. Employer Representatives shall each be elected in alternating years to accomplish staggered terms of office from among active members in industry/business/government.

B. College Representative, who shall be elected from among active members in community, junior, or technical institutions offering associate or technical degrees.  

C. University Representative, who shall be elected from among active members in colleges or universities offering baccalaureate degrees. 

4. Ex-officio Executive Board Members: The ex-officio Executive Board Members will participate in all Executive Board meetings and business, may initiate or contribute to discussions, items under consideration for vote, committees, or projects of the Executive Board, but will not have a vote on issues before the entire Executive Board.  There shall be shall not be more than five ex-officio Executive Board Members:

A. Executive Financial Officer

i. The Executive Financial Officer (EFO) will serve a 5-year term with the option of renewing with Executive Board approval.  An ad hoc committee consisting of the current President, immediate Past President and the President-Elect and Conference Chair will make the selection of an EFO.  The candidate selected by the committee must have a working knowledge of accounting and financial management principles and practices sufficient to perform the duties and responsibilities of the EFO.  The selection will then be confirmed by the Executive Board with at least two-thirds affirmative votes from among the voting Board members.  On this issue no eligible Board member may abstain, and all eligible Executive Board members must vote-even if not present.  The selection must then be ratified by a majority vote of the membership at the next annual business meeting.

ii. The EFO shall be responsible for all financial transactions of the Association, in accordance with standard accounting principles and in accordance with the Constitution and By-Laws.  The EFO is to keep the President informed at all times concerning the financial position of the Association, and shall submit payments on behalf of the Association in a timely manner.  Payments on behalf of the Association must be for the conduct of Association business only or specifically authorized by the President.  The EFO shall keep detailed records of all monies received and dispersed by the Association, including the exact source of monies received and the purpose of monies dispersed, and the record of the authorization.

iii. The EFO will conduct negotiations with potential conference hotels/sites and present findings and recommendations to the Executive Board for approval.  The Executive Board will direct the EFO to make recommendations from within a Board-selected city or geographic region.

iv. The EFO will provide all documents and records required for the annual financial review and shall participate in and cooperate with the review in accordance with Article 8 Section 5.

v. The Executive Board making the selection should establish an appropriate honorarium for the EFO.  The honorarium will not exceed $50 per month or as otherwise determined by the Executive Board.

vi. If during the 5-year period of service it should become necessary to replace the EFO for any reason, the selection process must be repeated as described in Article 5, Section 4, Paragraph A. Item i, above. 

vii. An EFO may be terminated from service either:  

(1) at the end of any 5-year period of service; or

(2) during the 5-year period with sufficient cause. Sufficient cause shall be established by evidence that reasonably indicates: incompetence; negligence; lack of satisfactory accountability for income, expenses, and the exact whereabouts and condition of all financial assets; failure to meet the Association’s financial obligations in a timely manner; failure to file appropriate tax and other government financial documents that may be required; failure to comply with the Association’s Constitution and By-Laws; fraudulent use of the Associations’ funds or financial assets; or causing harm to the Association or its reputation.  A majority vote of all eligible Executive Board members is required for termination.

viii. Expenses incurred in the performance of these duties, including but not limited to travel to Executive Board meetings, conferences, and other functions the President and/or Executive Board may deem his/her attendance desirable or necessary to the operation of the Association, are reimbursable to the EFO.    

B). The Regional Vice President of the Cooperative Education and Internship Association representing Region V, as elected by that association. 

C.)  The Webmaster shall manage content of the Association’s website.  The Webmaster shall keep the website up to date and shall utilize the website to the benefit of the Association.  The Webmaster shall periodically review the platform(s) available to ascertain the most cost effective platforms available to fulfill the purpose of the website and shall report findings as necessary to the Executive Board for consideration.  The Webmaster shall be elected to a two year term and may be re-elected with no term limits.

D.)  The Historian will chronicle the history of the Association to include recording notable events. The Historian will research Association records as requested by the Executive Board. The Historian shall be elected to a two year term and may be re-elected with no term limits.

ARTICLE 6 – ELECTION OF EXECUTIVE BOARD

1. The Officers and Representatives shall be elected in accordance with the procedure in Article 6, Sections 2-9 (below) and serve the terms outlined in Article 5, above.

2.  The President shall appoint a Governance Committee, consisting of the Immediate Past President, who shall chair the committee, and two other Executive Board members whose term is not subject to expiration in the upcoming year.

3. The Governance Committee, chaired by the Immediate Past President, shall select a slate of candidates to be presented at the annual business meeting of the Association, at which time the Executive Board for the following year shall be elected by the membership present.  Candidates for Officer positions shall be selected from members in good standing and preferably who have served in Representative positions. Candidates for Representative positions should be selected from members in good standing, and preferably, who have been an active member for at least one year prior to their nomination.

4. Nominations shall be accepted from the floor at the annual meeting only if the nominee has agreed to being nominated and is a member in good standing.

5. Elected Executive Board members shall officially assume their offices at a time during the annual meeting to be designated by the incumbent President.

6. In the event that the President is unable to complete the elected term of office, the President-Elect and Conference Chair shall contact a member of the Past Presidents Advisory Committee (PPAC), and request that a nomination from among the Past Presidents be sent forth within 30 days, during which time the President-Elect and Conference Chair will act as the President.  When the President-Elect and Conference Chair receives the nomination, he/she will be in contact with each Executive Board member within 10 days (such contact may be in the form of a Board Meeting, so long as there is a quorum present).  A majority vote of the Executive Board will confirm the acceptance of the nomination.  Once confirmed, the nominee will serve as “Acting President” and will carry out the duties of President for the remainder of that year, which will end at the regular annual business meeting of the Association when the President-Elect and Conference Chair will assume the office of President, as elected to do.  The “Acting President” will serve as the “Acting Immediate Past President” for the following year.  If the nomination is not confirmed, the President-Elect and Conference Chair may ask the PPAC for another nomination, or may enact an alternate plan of action.  Such an alternate plan of action will require a two-thirds majority vote of all Executive Board voting members, including any who are not present at the time of the vote.

7. In the event that the Immediate Past President is unable to complete the elected term of office, the President shall appoint a former President of the Association who is an active member to serve as “Acting Immediate Past President”, subject to a majority vote of the Executive Board.

8. In the event that an elected Executive Board member does not attend scheduled Executive Board meetings, to include scheduled conference calls, during the term of office and fails to provide an acceptable explanation for the absence, the Executive Board member is subject to removal from office by vote of the Executive Board.  Ex-Officio Executive Board Members attendance and participation will be as determined by the President. 

9. If any other elected Executive Board member is unable to complete the term of office; the President shall appoint a replacement, subject to approval by majority vote of the Executive Board.  The appointee shall serve until the next regularly scheduled election, regardless of the original term of office of the person who resigned.

ARTICLE 7 – MEETINGS.

1. ANNUAL BUSINESS MEETINGS

A. There shall be an annual business meeting of the Association for the purpose of conducting business of the Association.  The Executive Board shall select the time and place.  The Executive Board may call additional meetings of the membership for specific purposes, but the business of the Association must be conducted only during the annual business meeting. The business of the Association shall include, but is not limited to, the election of Executive Board members, by-laws revisions, reports of Executive Board members and Committees, and the transfer of authority to the incoming Executive Board.

B. Each active member present and attending the annual business meeting and who is in good standing with the Association shall be entitled to one vote.  Members present shall constitute a quorum. 

2. EXECUTIVE BOARD MEETING

A. The President, serving as chair of the Executive Board, shall call meetings of the Executive Board as appropriate.  With at least half of the Executive Board present, two-thirds of the Executive Board voting members shall constitute a quorum. 

B. Executive Board decisions may be made during meetings called by the President, or by telephone, mail, or electronically.  The President will be responsible for insuring that each Board member has the same information on which to base his/her vote, and will be responsible for collecting the votes. The details and results of the voting during a meeting will be recorded by the Secretary in the minutes of the meeting.  Votes taken outside of a meeting will be collected by the President and given to the Secretary, who will distribute them in an addendum to the minutes as appropriate. 

3. OTHER MEETINGS

A. The Executive Board may call or approve meetings of the Association for purposes of professional development, training, or other Association business. 

B.  Other than standing or ad hoc committee meetings, meetings held by members or non-members without the approval of Executive Board shall be considered outside the Association and no business conducted there shall be binding to the Association.

ARTICLE 8 – FINANCE

1. The Association is a non-profit organization.

2. Membership dues and types of membership shall be set by the Executive Board.

3. All fees for registrations and other projects shall be set by the Executive Board.

4. The Fiscal year for this Association begins on January 1 and ends on December 31 of each year.

5. An annual financial report to include financial statements (Conference Income/Loss Statement, Income statement and Balance Sheet), and other documents, as needed, will be prepared by the EFO.  The EFO will review this report with the Past President(s) prior to or during the Annual Conference for final approval.  The approved report will be submitted to the Executive Board no later than October 1st of each year.

6. The EFO and the President, President-Elect and Conference Chair, or Immediate Past President must be authorized signatories on all accounts of the Association.  No monies may be collected, dispersed, invested, or otherwise acted upon without the authorization of the President.  All binding agreements or contractual obligations of the Association must be signed by the EFO and must have the President’s approval.

ARTICLE 9 – COMMITTEES

1.     Except those specifically governed by other Articles of the By-Laws, the President shall make all committee chair appointments, which shall be active members who are in good standing.  All appointed committee members shall be active members who are in good standing or life members.  Ad hoc committees may be appointed at any time by the President to meet the needs of the Association that are not served by the Standing Committees.  Such committees will be appointed for an express purpose and shall dissolve upon completion of the appointed task. 

2.The Standing Committees shall be:

A. Annual Conference Committee, reporting to the President-Elect and Conference Chair, is responsible for the planning and execution of the Annual Conference. 

B. Past Presidents Advisory Committee (PPAC), consisting of all active or life members who have served first as a President of the Association, and second as Officer of the Association should it be deemed by the Executive Board that there are not sufficient numbers of past Presidents available to serve in this capacity, and who are not currently serving on the Executive Board in a voting position.  This committee will serve primarily in an advisory capacity, to the President and Executive Board. The committee may be called into action as needed or as requested by the current President and/or by a majority vote of the Executive Board. 

C. Governance Committee chaired by the Immediate Past President, responsible for the nomination of a slate of Officers and Representatives in accordance with Article 6, Section 3. 

 D. Membership Committee comprised of the Representatives and chaired by an Officer of the Association as appointed by the President, shall be responsible for efforts to increase the membership and awareness of the Association and its activities through projects that have the approval of the President.  In addition, this committee shall review requests for Life membership and make recommendation of the Board for approval. 

ARTICLE 10 – AMENDMENTS AND ADDITIONS

Amendments of the Constitution and By-Laws may be approved at the annual business meeting of the Association by a two-thirds majority vote of the members present.  Amendments must be presented to the current membership at least 30 days prior to the annual business meeting.

As submitted by the By-Laws Committee:

Tracy Williams, President

Bob Foley, Secretary

Dianne Markley, Historian

Jimmie Henslee, Executive Financial Officer