Founded February 10, 1992
Learning Forward Texas’ purpose is to ensure that every educator in the state engages in effective professional learning every day so that every student achieves. We will accomplish our purpose by advocating for high quality professional learning.
The vision of Learning Forward Texas is student success through quality professional learning that is planned, implemented and evaluated in a way that consistently models:
That high quality professional learning is planned, implemented, and evaluated in a way that consistently models Learning Forward standards.
People are our most valuable resource.
Life-long learning is essential for all.
Quality professional learning positively impacts student learning.
Quality professional learning promotes and supports positive change for achieving organizational purpose.
Learning Forward Texas Bylaws
ARTICLE I – Name and Location
SECTION 1.1 Name: This organization shall be incorporated under the state laws of Texas as Texas Staff Development Council, DOING BUSINESS AS (dba) Learning Forward Texas, Inc., also and for purposes of these bylaws, known as Learning Forward Texas.
SECTION 1.2 Location: The office location of Learning Forward Texas shall be in Texas.
ARTICLE II- Purpose and Character
SECTION 2:1 Purpose: The purpose of Learning Forward Texas shall be set forth in the Articles of Incorporation. The mission of Learning Forward Texas is to support and inspire those who impact students. Learning Forward Texas is passionate about adults who learn so students can learn.
SECTION 2:2 Character: Learning Forward Texas shall be a non-profit association of voluntary members and shall have no capital stock. No part of the net earnings shall ever inure to the benefit of any member, private shareholder or individual.
SECTION 2:3. Limitations of Methods: Learning Forward Texas shall be non-political, non-partisan, and non-sectarian in its activities.
ARTICLE III – Board of Directors
SECTION 3:1 Authority: The business affairs of Learning Forward Texas, the establishment of its policies, the direction of its work, and the control of its funds and property shall be vested in the Board of Directors, subject to the Texas Non-Profit Corporation Act, the Articles of Incorporation as amended on April 12, 2005, and these bylaws. The Board of Directors, by general resolution, shall delegate to committees of their own number, or to officers of the Corporation, such powers as they deem necessary.
SECTION 3:2 Qualifications: Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Staff members of the Corporation are ineligible to serve on the Board of Directors. Board members must be members of Learning Forward Texas and shall become a member of Learning Forward if not already affiliated.
SECTION 3:3 Duties of Individual Board Members:
Attend Board of Directors meetings
Attend Learning Forward Texas Annual Conference “Unlocking the Learning.”
Assume any travel expenses beyond $200 which are not reimbursed by the Director’s employer to attend Learning Forward Texas Board of Directors meetings. Assume any travel expenses to attend Learning Forward Texas events including the Annual Conference “Unlocking the Learning.”
Establish policies for Learning Forward Texas
Review and approve the annual budget
Support and promote Learning Forward Texas learning modules and services
Represent Learning Forward Texas in the community, state, and nation
Serve on strategic, standing, or other action committees
Maintain current membership status in Learning Forward
Actively serve in the achievement of the Learning Forward Texas mission, vision, and goals.
Perform other duties as directed by the Board of Directors
SECTION 3:4 Number of Board members: The Board of Directors shall be composed of not less than 12 and not more than 18 members unless increased or decreased by action of the Board of Directors. Appointments of ex-officio or special advisory members do not affect the total number of Board members.
SECTION 3:5 Term of Office: The term of office for Board members shall be three (3) years, extending from the May Board of Directors meeting after they are elected to the May Board of Directors meeting three years later. Each Board member is limited to two consecutive three-year terms. After a one-year absence from the Board of Directors, a Board member may be re-elected through the election process.
SECTION 3:6 Board of Directors Vacancy: The office of a Board member shall become vacant if the member dies or resigns. The Board of Directors shall have the power to fill all vacancies on the Board of Directors, and Board members so appointed shall serve out the unexpired term of the person they succeed with the opportunity to be re-elected at the next regular election through the election process to serve his/her own three-year term.
SECTION 3:7 Removal or Forfeiture of Office: Any Officer or Board member may be removed from office by the affirmative vote of two-thirds of the Board of Directors at any regular meeting or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any Board member proposed to be removed shall be entitled to at least five (5) days of notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before, and be heard by, the Board of Directors at such meeting. If any member of the Board of Directors is absent three (3) times in succession from any regular meeting of the Board of Directors, the Board member will be subject to removal at any subsequent meeting upon a majority vote of the Board of Directors at such meeting.
ARTICLE IV – Board of Directors Elections
SECTION 4:1 Nominations: Nominations for new Board members are solicited from the entire Learning Forward Texas membership. Nominations may also include two (2) ex-officio positions appointed by the Executive Committee and approved by the Board of Directors. The Past-President shall coordinate the Board Nomination and Election processes. Prior to, or at the first meeting of a new calendar year, the Past-President shall submit to the Board of Directors the proposed slate of new Board of Directors candidates.
SECTION 4:2 Election Process - Board of Directors: Whether the slate contains more nominees than vacancies or the slate contains the exact number of nominees as vacancies, each candidate shall be voted on individually requiring a majority of votes cast for each candidate to be elected.
Election Process - Ex-officio Advisory Member:
By a majority of votes cast, the Board of Directors shall approve the Executive Committee’s appointment of ex-officio or one-year term Advisory member/members. The one-year term appointment shall be reviewed and approved annually.
SECTION 4:3 Election Date: The annual Board of Directors election shall be held at the same time the Past-President presents the slate of nominations at the first meeting of a new calendar year. The Past-President shall provide copies of all candidate profiles to the Board of Directors before the voting process. Newly elected Board members shall assume their official duties at the May Board of Directors meeting.
ARTICLE V- Officers/Executive Team
SECTION 5:1 Officers: The Officers of LF TX shall be President, President-Elect and Past-President and Financial Officer. The Officers shall serve as the Executive Committee. The President, President-Elect and Past-President shall serve for one year unless a longer term is approved by the Board of Directors. They may not serve for more than two years in succession for any one position. The Executive Director and the Member-at-Large shall serve as ex-officio, non-voting members of the Executive Committee. General responsibilities of the Executive Committee include leading the organization, conducting the business of the Board, planning Board meeting agendas, serving as advisors to strategic committees and learning events, writing appropriate correspondence, and updating the Board of Directors Handbook.
SECTION 5:2 Executive Director: The Executive Director shall be the chief executive officer of the Corporation and shall have the responsibility for the execution and accomplishment of all orders and resolutions of the Board of Directors. The Executive Director shall be primarily responsible for the accomplishment of the purposes and discharges of the duties and responsibilities imposed upon the Board of Directors as outlined in the Learning Forward Texas Board of Directors Handbook, specifically:
The Executive Director will serve on the Executive Committee as ex-officio but will not be a voting member of the Board of Directors.
The Executive Director will be responsible for the appointment and hiring of all staff members with Board of Directors approval.
The Executive Director shall also execute, with prior approval of the Board of Directors, all conveyances of land, bonds, mortgages, notes, securities, and other documents, except where required by law or otherwise to be signed and executed by all members of the Board of Directors, and except in instances where signing and execution thereof are expressly delegated by the Board of Directors or some other officer agent of the Board of Directors.
The Executive Director shall be custodian of all funds and properties of the Corporation and of all books and records pertaining to such funds and properties.
The Executive Director may be, pursuant to a vote of the Board of Directors, required to give bond for the faithful performance of the duties, in such amount and in such form and with such surety as shall be determined by the Board of Directors.
The Executive Director shall prepare and present a financial report at each meeting of the Board of Directors relating to the fiscal affairs of the Corporation, in such form and containing such information as may be directed by the Board of Directors.
The Executive Director shall sign all checks disbursing funds belonging to the Corporation which will be audited by the Board of Directors at each Board of Directors meeting.
The Executive Director may, in the event of his/her absence or incapacity, give authority to a designee to sign checks provided the designee has been approved by the Board of Directors.
The Executive Director shall keep and retain all funds and properties of the corporation in such depositories as may be approved by the Board of Directors.
The Executive Director will be responsible for annual reporting to the State of Texas or United States Government any taxes or other obligations due as a result of doing business as a non-profit organization.
The Executive Director will submit to an annual performance evaluation conducted by the Board of Directors.
The Executive Director will serve as liaison between Learning Forward Texas and Learning Forward.
SECTION 5:3 President: The President shall preside at all meetings of the Board of Directors, shall serve on the Executive Committee, and shall serve as ex-officio of all standing and special committees. The President, together with the Executive Director and the President-Elect, shall represent Learning Forward Texas at Learning Forward Affiliate events. The President shall coordinate the scholarship processes, perform the duties as outlined in the Learning Forward Texas Board of Directors Handbook, and perform other duties as prescribed by the Board of Directors.
SECTION 5:4 Past-President: The Past-President or his/her designee shall keep minutes of meetings of the Board of Directors, shall serve on the Executive Committee, shall coordinate Board nomination and election processes including orientation of new Board members, coordinate the awards process in collaboration with the President-Elect, and update the history of Learning Forward Texas in the Learning Forward Texas Handbook.
SECTION 5:5 President-Elect: The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall serve on the Executive Committee. The President-Elect, together with the Executive Director and the President, shall represent Learning Forward Texas at Learning Forward Affiliate events. The President-Elect shall serve as the Parliamentarian of the Board of Directors and shall perform duties as outlined in the Learning Forward Texas Board of Directors Handbook and perform other duties as prescribed by the Board of Directors.
SECTION 5.6 Financial Officer: The Financial Officer shall serve on the Executive Committee, collaborate with the Executive Director in the development of budgets and budget reports, forecast and trend development utilizing information in QuickBooks and audit documents including transactions in all accounts, monitor cash reserves and investments, work with the Executive Director to monitor and approve expenditures, and assist with audits.
ARTICLE VI – Officer Election
SECTION 6:1 Nominations: Prior to, or at the first meeting of a new calendar year, the Past-President shall submit to the Board of Directors the proposed officer nomination for President-Elect.
SECTION 6:2 Election Process: The Board of Directors shall vote on the President-Elect with a majority vote for approval while the offices of President and Past-President will assume their offices by succession.
SECTION 6:3 Election Date: The annual officer election shall be held at the first meeting of a new calendar year. Newly elected officers shall assume their official duties at the May Board of Directors meeting.
SECTION 6:4 Vacancies: In the event any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Board of Directors present at the regular, or called meeting, may elect an Officer to fill such vacancy, and the Officer so elected shall hold office and serve until the next scheduled election. A Member-at-Large shall be elected and limited to a one-year term. The Member-at-Large may be elected to serve as President-Elect or President but is not obligated to a position in the leadership track.
ARTICLE VII – Standing Committees
SECTION 7:1 General: The only continuing standing committee of the Board of Directors shall be the Executive Committee. All other standing committees shall be appointed by the Executive Director and/or President of the Board of Directors and shall serve during the ensuing calendar year and until their duties are completed or until successors are appointed. Such appointment shall be approved by the Board of Directors. Each Committee shall elect a chairperson.
SECTION 7:2. Executive Committee: The Executive Committee shall consist of the Officers of the Corporation along with the ex-officio Executive Director and any Member-at-Large. The President shall serve as Chairperson. The Executive Committee shall have the power and authority to carry out the ordinary business and operations of the Board of Directors during the time that the Board of Directors is not in session.
SECTION 7:3 Other Committees: The Executive Director and/or President shall appoint committees as needed. All committees shall function under the general supervision of the Board of Directors.
ARTICLE VIII – General Provisions
SECTION 8:1 Board of Directors Action: Any action required by the statutes, Articles of Incorporation, these Bylaws or any action of the Board of Directors may be conducted without a regular meeting if a majority of the Board of Directors gives consent either in writing or by email.
SECTION 8:2 Meetings: The Board of Directors shall meet at least twice each year at such place, date, and hour as may be fixed by the Board of Directors or by the Executive Committee.
SECTION 8:3 Quorum: A simple majority of the voting members of the Board of Directors constitutes a quorum.
SECTION 8:4 Indemnification of Officers and Directors: The Corporation shall indemnify any Director, Officer, or employee or any former Director, Officer, or employee of the Corporation against expenses actually and necessarily incurred by him/her and any amount paid in satisfaction of judgments in connection with any action, suit, or proceeding, whether civil or criminal in nature, in which he/she is made a party by reason of being or having been such a Director, Officer, or employee (whether or not a Director, Officer, or employee at the time such costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The Corporation may also reimburse any Director, Officer, or employee the reasonable costs of settlement of any action, suit, or proceeding if it shall be found by a majority of the Directors not involved in the matter in controversy, whether or not a quorum, that it was in the interest of the Corporation that such settlement is made and that such Director, Officer, or employee was not guilty of gross negligence or willful misconduct. Such rights of indemnification and reimbursement shall be deemed exclusive to any other rights which such Director, Officer, or employee may be entitled by law or under any bylaw, agreement, or otherwise.
SECTION 8:5 Prohibition Against Sharing in Corporate Earnings: No member of the Board of Directors, Officer, or employee of, or member of a committee, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit, except for the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in affecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Upon such dissolution of the affairs of the Corporation and after all debts have been satisfied, the remaining assets of Learning Forward Texas shall be distributed, transferred, conveyed, delivered, and paid over to any other non-profit, tax-exempt, charitable organization as may be determined by the Board of Directors.
SECTION 8:6 Personal Conflict of Interest: Any member of the Board of Directors who may be involved in a Learning Forward Texas business transaction in which there is a possible conflict of interest shall promptly notify the President or the Executive Director. The Director shall not vote on any transaction, participate in deliberations concerning it, or use personal influence in any way in the matter. The Director’s presence may not be counted in determining the quorum for any vote with respect to a Learning Forward Texas business transaction in which he or she has a possible conflict of interest.
Furthermore, the Director or the President, or the Executive Director in the Director’s absence, shall disclose a possible conflict of interest to other members of the Board of Directors before any vote on a Learning Forward Texas business transaction, and such disclosure shall be recorded in the Board of Directors minutes of the meeting at which it is made. Any business transaction conducted by Learning Forward Texas which involves a potential conflict of interest with a member of the Board of Directors shall have terms which are at least as fair and reasonable to Learning Forward Texas as those which would otherwise be available to Learning Forward Texas if it were dealing with an unrelated party.
SECTION 8:7 Corporate Conflict of Interest: As an educational consulting service, Learning Forward Texas shall be required by law to submit a Conflict of Interest Questionnaire to all potential clients and customers not later than the seventh business day after contractual agreements or proposals for bids.
ARTICLE IX – Operations
SECTION 9:1 Fiscal Year: The fiscal year for Learning Forward Texas shall be from January 1 through December 31 for tax and accounting purposes.
SECTION 9:2 Budget Adoption: An operating budget shall be adopted by the Board of Directors at the January meeting.
SECTION 9:3 Budget Modifications: At the discretion of the Executive Director, budget modifications up to $500 may be made on any line item without approval of the Executive Committee or the Board of Directors. Line item modifications in excess of
$500, but not more than $1,000, shall require approval of the Executive Committee. Line item modifications exceeding $1,000 must be approved by the Board of Directors.
ARTICLE X - Amendments
SECTION 10:1 Amendments: These bylaws may be amended, modified, supplemented or replaced in whole, or in part, by a two-thirds vote at any legally constituted meeting of the Board of Directors, providing that written notice of any such amendment, modification, supplement or replacement shall be sent to each member of the Board of Directors not less than seven (7) days prior to the meeting at which the same are to be considered or not less than seven days following a Board of Directors meeting where any such amendment, modification, supplement or replacement was proposed and discussed. In this instance, a two-thirds vote may be conducted by electronic or mail ballot.