TEXAS COUNCIL OF ELEMENTARY SCIENCE
TEXAS COUNCIL OF ELEMENTARY SCIENCE
FACTS
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ORGANIZATION
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PUBLICATIONS:
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ANNUAL AWARDS:
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ANNUAL ACTIVITIES:
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AFFILIATIONS:
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PURPOSES:
- State and national trends
- State Board of Education rules
- Textbook adoption
- Curriculum development
- Teacher inservice programs
- Available resources
TEXAS
COUNCIL OF ELEMENTARY
SCIENCE BYLAWS
1.01 The Texas Council of Elementary Science, founded in 1984 (hereinafter TCES), is a body corporate, incorporated under the laws of the State of Texas by Articles of Incorporation filed on February 25, 1993. TCES shall be governed by these Bylaws.
2.01 To stimulate, improve, and coordinate science teaching at the preschool and elementary school levels and to engage in any and all activities in the furtherance thereof.
2.02 To promote the improvement of science programs which begin at the preschool level and develop in a continuous and integrated fashion through grade l2 and beyond.
2.03 To assist teachers in exchanging ideas and gaining motivation.
2.04 To facilitate communication among elementary science teachers concerning:•state and national trends in the discipline;
•State Board of Education rules;
•textbook adoption;
•curriculum development;
•teacher inservice programs;
•available resources.2.05 To pursue actions which may help TCES achieve these purposes.
2.06 TCES shall not engage in any activity which would be inconsistent with the status of an educational, charitable, and scientific organization as defined in Section 501 (c) (3) of the Internal Revenue Code of l954 or any successor provision thereto.
3.01 Membership in the Texas Council of Elementary Science shall be open to any person who has paid membership dues; without regard to race, color, or creed with an interest in the objectives of the corporation . The corporation shall have six membership categories. The designation of such categories are: regular (full), student, institutional, corporate, honorary, and life. The qualifications and rights for such membership categories shall be as follows:
3.01.1 Regular (full) membership shall consist of preschool and elementary school teachers, supervisors and administrators; college instructors engaged in the preparation of preschool and elementary school teachers; and other persons interested in the advancement of science in elementary education. Upon acceptance of the application and payment of the prescribed annual dues, the member shall have the right to vote, to hold office, and to receive those publications of the TCES.
3.01.2 Student membership shall be open to any person currently enrolled as an undergraduate or graduate in academic studies at any institution of higher education and not in full-time employment. Student members shall be required to make application, pay dues, and receive the same benefits as regular (full) members.
3.01.3 Institutional membership shall be limited to non-profit organizations, agencies, or institutions. Upon becoming an institutional member, the organization, agency, or institution shall designate an individual on the membership application who shall have all the benefits and privileges of a regular (full) member.
3.01.4 Corporate membership shall be open to any company, institution, agency, or organization desiring to provide financial assistance to the TCES. Upon becoming a corporate member, the company, institution, agency, or organization shall designate an individual on the membership application who shall have all the benefits and privileges of a regular (full) member.
3.01.5 Honorary membership may be given by the Executive Committee to those individuals who have demonstrated an exemplary interest and influence in the field of elementary science. No more than two Honorary Members may be named in any one year. The honorary member shall have all the benefits and privileges of a regular (full) member and be given a life membership.
3.01.6 Life membership shall be open to any individual by paying the life membership dues. Life Members shall have all the benefits and privileges of a regular (full) member.
3.02 The number of members in all classes shall be solely determined by eligibility.
3.03 The dues for all membership classes shall be set by the Executive Committee of the corporation.
3.04 All regular (full) members are entitled to one vote on each matter submitted to a vote of the membership.
3.05 Membership shall be terminated if any member fails to pay his/her dues within 60 days after the corporation notifies that person that his/her dues are overdue. The Executive Secretary shall then remove such person's name from the corporation's membership list.
3.06 Membership in this corporation is nontransferable and can not be assigned to another individual.
4.01 An annual general membership meeting shall be held at the time and place of the annual convention of the Conference for the Advancement of Science Teaching (hereinafter CAST.)
4.02 An annual business meeting of the Executive Committee shall be held at the time and place of the annual convention of CAST.
4.03 The Executive Committee shall meet as needed to conduct the business of TCES. These meetings may be called by the President. There shall be at least two Executive Committee meetings per year.
4.04 All meetings of the TCES shall be governed by The Standard Code of Parliamentary Procedure, Third Edition New and Revised, A. Sturgis, 1988.
4.05 As permitted by Article 1396-2.11c of the Texas Non-Profit Corporation Act, no notice of annual or regular meetings of members is required to be given to the members; provided however, written or printed notice of any special meeting shall be required. Such notice of a special meeting shall state the place, day, hour, and purpose or purposes for which the special meeting is called and shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Executive Secretary, or the officers or persons calling the meeting. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid.
4.06 Action on corporation matters of business presented to the membership at called meetings shall be enacted by a simple majority vote cast by eligible voting members present.
5.01 The Executive Committee shall be constituted as the legal policy-making body of the TCES. It shall be comprised of the Founding Members, Officers, Dillo Editor, Hand Across Texas Editor(s), and Area Directors. Four members of the Executive Committee shall constitute a quorum and may officially transact TCES business.
5.02 Area directors, Dillo, and Hands Across Texas editor(s) are appointed by the President and approved by the Executive Committee. Dillo and Hands Across Texas editors serve until either they or the executive committee terminate the committment. Area Directors serve two year terms beginning on even numbered years and serving from June 1 until May 31 and are responsible for TCES activities and participation in their designated area.
5.03 Officers shall be a Past President, President, President Elect, a Vice President, a Recording Secretary , Executive Secretary , and a Treasurer.
5.04 Founding members will be a permanent position on the executive board with voting privileges and no other responsibilities other than those assumed voluntarily by that person.
5.04.1 Past President
•shall retain voting rights and privileges of a officer one year following his/her presidency.
•to assist the newly elected President during officer transition5.04.2 President
•to oversee and coordinate the business of TCES as the principal executive officer of the corporation
•to promote the growth of TCES membership
•to provide continuous communication with and promote recruitment of corporate members
•to preside over meetings of TCES
•to plan, oversee, and coordinate the annual business meeting of TCES
•to present a president's report biannually to the membership
•to coordinate TCES activities and booths for the regional science meetings throughout the state
•to call and chair at least two board meetings every year
•to appoint committee chairs as needed
•to initiate new projects or programs or follow up on project development
•to communicate with those organizations with whom TCES is affiliated
•to communicate with other science oriented organizations
•to provide a president's message for every edition of the Dillo Press
5.04.3 President Elect
•to promote the growth of TCES membership
•shall assume the duties of the President in the absence of the President or his/her inability to serve
•shall chair the Bylaws subcommittee
•shall perform any duties assigned by the executive committee or the President
5.04.4 Vice President
•to promote the growth of TCES membership
•to solicit corporate memberships and to communicate with TCES Corporate members
•to assist the President and President-Elect when necessary
•to share TCES responsibilities at the annual CAST
•to share TCES responsibilities at regional science meetings throughout the state
•to work with and oversee the T-shirt Chair
•to chair special projects as requested by the President or Executive Committee
•to submit information to the Dillo Press or Hands Across Texas for publication
•to fill the office of President-Elect when a vacancy occurs in that office
5.04.5 Treasurer
•to staff the TCES booth at the annual CAST convention
•to promote the growth of TCES membership
•to maintain detailed itemized accounting of the corporation's receipts and disbursements
•to keep TCES accounts in operational and solvent order and reconcile monthly bank statements
•be responsible for the preparation of the corporation's financial reports and tax returns as may be required by the Internal Revenue Service and the State of Texas
•to present semi-annual bank statements at all Board meetings
•to prepare an annual budget for presentation to and adoption by the executive committee
•to present a treasurer's report at all meetings of the corporation
•to submit information to the Dillo Press or Hands Across Texas for publication
•to work with TCES board selected and approved financial consultants
5.04.6 Recording Secretary
•to promote the growth of TCES membership
•to keep or cause to be kept accurate minutes of all meetings of the Executive Committee and shall within one month of any meeting send a copy of the minutes to each committee member
•to present a secretary's report at all meetings of the corporation
•to provide a network of communication for the Board
•to submit information to the Dillo Press or Hands Across Texas for publication
•to perform all duties incident to the office of Recording Secretary and other such duties that may be
assigned from time to time by the President or Executive Committee
5.04.7 Executive Secretary
•maintain membership files for TCES
•to mail delinquent dues notices to TCES membership
•to collect, catalog, document and display TCES activities via Dillo Press, articles, photographs, other media
•to present biannual reports to the association at all meetings of the corporation
•to submit information to the Dillo Press or Hands Across Texas for publication
5.04.8 Area Directors
•the area directors being:
South - TEA ESC Regions 1, 2
Coastal - TEA ESC Regions 3, 4, 6
East - TEA ESC Regions 5, 7, 8
North - TEA ESC Regions 9, 10, 11
Central - TEA ESC Regions 12, 13, 20
Panhandle - TEA ESC Regions 14, 16, 17
Far West - TEA ESC Regions 15, 18, 19
•submit biannual report to TCES membership or as directed by Executive Committee
•to promote the growth of TCES membership within their areas
•to assist in the planning of TCES activities for regional science conferences
•to recruit attendance and participation of TCES members for regional science conferences
•to submit information to the Dillo Press or Hands Across Texas for publication
•to assist with the planning of the annual CAST convention
•to perform those duties assigned by the President or Executive Committee
6.01 The Chair of the Nomination Committee shall be appointed by the President and approved by the Executive Committee.
6.01.1 The Chair will select two or more TCES members to serve on the nomination committee.
6.01.2 The committee shall select and present no more than two nominations for each office. Nominees must be members in good standing and consent to being placed in nomination.
6.01.3 Ballots will be issued by direct mail to all TCES members and returned to and results tabulated by the committee.
6.01.4 The Chair will introduce the new officers at the annual business meeting.
6.02 The selection of nominees and their presentation to the membership shall be on such a time schedule that the return ballots can be counted and the results of the election be announced at the time of the annual business meeting of TCES. The newly elected officers shall assume office on June 1 of the year, following their election.
6.03 The President, Vice President, Recording Secretary, Executive Secretary and Treasurer shall be elected by the membership and serve two year terms beginning in odd numbered years and serving from June 1 until May 31.
6.04 The President-Elect shall be elected by the membership and serve a one year term beginning in even numbered years and serving from June 1 until May 31.
6.05 In the event the President cannot fulfill the responsibilities of office, the current President-Elect or Vice President, in that order, shall assume the office of President for the remainder of the term. In the event of a vacancy in the office of President-Elect, the vacancy shall be filled by the Vice President. A President-Elect serving a term of seven or more months as President shall be ineligible for renomination to the office of President. A Vice President completing a term as President-Elect shall be eligible for nomination to the office of President-Elect or to the office of President.
6.06 If any other officer becomes unable to complete his or her term, the President may appoint a member to complete the term. All appointments are subject to approval by the executive committee.
7.01 Membership dues shall be determined by the Executive Committee.
7.02 The fiscal year shall be each annual period between June 1 and May 31.
7.03 A financial review of the TCES funds shall be made by an independent certified public accounting firm at the beginning of each two year term. In the event the treasurer's duties change hands during a term, an independent review will take place at that time. The report of the financial review shall be made a matter of record, and reported at the general meeting of the membership held at the annual convention of the Conference for Advancement of Science Teaching.
8.01 Standing committees, as designated by the Executive Committee, shall be awards, bylaw review, conventions, membership, and nominations. There shall be no ex-officio members on the nomination committee.
8.02 The duties of the standing committees shall be those which are customary for such committees and as specified by the President at the time of appointment. The President may call for a written report of the work done by the committee.
8.03 Special or ad hoc committees may be established by the President with approval of the Executive Committee. Duties of the special committees shall be defined at the time of appointment and such committees shall exist only for the length of time prescribed. The President may serve, at the direction of the Executive Committee, as ex-officio member of special committees. The President may call for a written report of the work done by a special committee.
9.01 All TCES award nominations will be announced in the Dillo Press, the official newsletter of the corporation.
9.02 Rebecca Sparks Award for Excellence in Elementary Science Education shall be presented annually at the convention of CAST. A selection committee comprised of the chair and two or more TCES members will announce the call for nominations in the Dillo Press, consider all nomination packets, and present the Award. The content requirements for nomination packets shall be set by the Awards chair. Members of TCES are encouraged to nominate an outstanding science educator.
9.03 Carl and Dorothy Lohman Scholarship Award was established according to the wishes of Dorothy Lohman. The monetary prize will be awarded at the annual CAST convention and is designated to cover some of the professional development expenses of a TCES member.
9.04 TCES Meritorious Service Award for contributions of service to TCES shall be presented annually at the convention of CAST. A selection committee comprised of the chair and two or more TCES members will consider all nominations and will present the Award. The Executive Committee of TCES is encouraged to nominate a person whose service is worthy of recognition.
9.05 The TCES DILLO Awards (Development in Leadership and Learning Opportunity) shall be persons in attendance at the annual luncheon. This cash is intended to be used for travel to science conferences or to buy materials or resources. The winners will be determined by drawing.
9.06 The TCES Membership Recruitment Award shall be presented at the annual CAST convention to the individual who has recruited the most new members. Executive secretary membership records will determine the winner of the award according to membership applications from October 1 of one given year to the next.
9.07 Special Awards will be recommended and approved by the Executive Committee as needed. Awards established in cooperation with corporate sponsors and TCES shall have the prior approval of the Executive Committee and will be administered under the direction of the TCES Awards Subcommittee chair.
10.01 A periodical publication, Dillo Press, shall be designated the official newsletter of TCES.
10.02 The Hands Across Texas shall be an annual publication produced as a result of the TCES Round Robin Make-and-Take at the convention of CAST.
10.03 The TCES Report of the State of the Association shall be issued annually.
10.04 The Executive Committee may at its discretion authorize the sale, but not for profit, the mailing addresses of the TCES membership to only educationally-oriented organizations wishing to provide additional resource, reference, or teaching materials to the TCES membership. Prior approval of the Executive Committee shall be required to release the mailing list to any individual or organization.
11.01 These bylaws may be amended as follows:
11.02 If approved by a two-thirds majority of the members of the Executive Committee, amendments shall be submitted to the membership of TCES for adoption or rejection at the annual business meeting, or by mail ballot, if the annual business meeting is not to be convened within three months of the date of the amendment's approval by the Executive Committee.
11.03 The amendment is adopted if it is approved by a simple majority of the total votes cast by eligible members.
12.01 In this Article:
"Indemnitee" means: (a) any present or former Director or Committee member of the corporation and (b) person nominated or designated by ( or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to herein above.
"Official Capacity" means: (a) when used with respect to a Director, the office of Director of the corporation, and (b) when used with respect to a person other than a Director, the elective or appointive office of the corporation held by such person or the employment or agency relationship undertaken by such person on behalf of the corporation.
"Proceeding" means: any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.
12.02 The corporation shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he/she was, or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his/her serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Paragraph 12.01, if it is determined in accordance with Paragraph 12.04 hereof that the Indemnitee: (a) conducted himself/herself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his/her conduct was in the corporation's best interests, and in all other cases, that his/her conduct was at least not opposed to the corporation's best interest, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his/her conduct was unlawful; provided, however, that in the event that an Indemnitee if found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification: (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found to be liable for willful or intentional misconduct in the performance of his duty to the corporation. Except as provided in the immediately preceding proviso the first sentence of this Paragraph 12.02, no indemnification shall be made under this Paragraph 12.02 in respect of any Proceeding in which such Indemnitee shall have been: (i) found liable on the basis that personal benefit was improperly received by him/her, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (ii) found liable to the corporation. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a),(b), or (c) in the first sentence of this Paragraph 12.02. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue, or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee.
12.03 Notwithstanding the limitations of paragraph 12.02 and in addition to the indemnification provided for in paragraph 12.02, the corporation shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he/she is a witness or a named defendant or respondent because he/she served in any of the capacities referred to in Paragraph 12.01, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.
12.04 An indemnification under Paragraph 12.02 (unless ordered by a court of competent jurisdiction) shall be made by the corporation duly upon a determination that indemnification of the Indemnitee is proper in the circumstances because he/she has met the applicable standard of conduct. such determination shall be made: (a) by the Board of directors by a majority vote of a quorum consisting of Directors who, at the time of such a vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a Committee of the Board of Directors (in which designation Directors are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Paragraph 12.04 or, if the requisite quorum of all of the Directors cannot be obtained therefore and such a committee cannot be established, by a majority vote of all the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate; or (d) by all the members in a vote that excludes the voting membership held by Directors that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by a special legal counsel, determination as to reasonableness expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Paragraph 12.04 that Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.
12.05 Reasonable expenses (including court costs and attorney's fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the corporation at reasonable intervals in advance to the final disposition of such Proceeding, and without making any of the determinations specified in Paragraph 12.04, after receipt by the corporation of: (a) a written affirmation by such Indemnitee of his/her good faith belief that he/she has met the standard conduct necessary for indemnification by the corporation under this Article, and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that he/she is not entitled to be indemnified by the corporation as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. notwithstanding any other provision of this Article, the corporation may pay or reimburse expenses incurred by an Indemnitee in connection with his/her appearance as a witness or other participation in a Proceeding at a time when he/she is not named a defendant or respondent in the Proceeding.
12.06 The indemnification provided by this Article shall: (a) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and (b) inure to the benefit of the heirs, executors, and administrators of such a person.
12.07 Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the members of the corporation with or before the notice or waiver of notice of the next membership meeting or with or before the next submission to the members of a consent to action without a meeting and, in any case, within the twelve-month period immediately following the date of the indemnification or advance.
12.08 The indemnification provided by this Article 12 shall be subject to all valid and applicable laws including, without limitation, Article 1396-2.22A. of the Texas Non-Profit Corporation Act, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified to continue in full force and effort.
12.09 The provisions of this Article: (a) are for the benefit of, and may be enforced by, each Indemnitee of the corporation, the same as if set forth in their entirety in a written instrument duly executed and delivered by the corporation and such Indemnitee, and (b) constitute a continuing offer to all present and future Indemnitees. the corporation, by its adoption of these bylaws: (a) acknowledges and agrees that each Indemnitee of the corporation has relied upon and will continue to rely upon the provisions of this Article 12 in becoming, and serving in any of the capacities refereed to in Paragraph 12.01, (b) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees, and (c) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his/her right to enforce the provisions of this Article 12 in accordance with their terms by any act or failure to act on the part of the corporation.
12.10 No amendment, modification, or repeal of this article 12 or any provision hereof shall in any manner terminate, reduce, or impair the right of any past, present, or future Indemnitees to be indemnified by the corporation, nor the obligation of the corporation to indemnify any such Indemnitees under and in accordance with the provisions of the article 12 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising form or relating to matters occurring, in whole or in part, prior to such amendment, modification, or repeal, regardless of when such claims may arise or be asserted.
13.01 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 and in such a manner as shall from time to time be determined by resolution of the Executive Committee. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Treasurer.
13.02 All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Executive Committee may select.
13.03 The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
13.04 The Executive Committee 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.
14.01 The corporation shall keep correct and complete records of account and shall also keep minutes of the proceedings of its members, Executive Committee, and committees having any of the authority of the Executive Committee, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any at any reasonable time.
15.01 Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or by the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent of such notice.
TEXAS COUNCIL OF ELEMENTARY SCIENCE BYLAWS (revised 6/93, 6/96, 4/98, adopted 11/93, 4/98)