I.
NAME
The name of the Corporation shall be the ASSOCIATION OF HISPANIC SCHOOL ADMINISTRATORS.
II.MISSION STATEMENT
It is the mission of the ASSOCIATION OF HISPANIC SCHOOL ADMINISTRATORS to promote the interest of Hispanic Administrators in the areas of Leadership Development, Administration, Instruction, Employment, and Policy Development for the purpose of advocating for the educational interests and success of all Hispanic students in the Houston Independent School District.
III.GOALS
A. Improve and maintain effective communication with all Hispanic administrators in HISD.
B. Facilitate the recruitment, identification and selection of Hispanic employees to reflect the
equitable representation of Hispanic students in the district.
C. Advise and counsel the Board of Education and the General Superintendent of issues and
concerns impacting Hispanic students in the district.
D. Present testimony and findings before national, state, local and other public bodies regarding
the educational status of Hispanic students in order to improve public funding and the support
of programs affecting Hispanic students.
E. Analyze and interpret district data and reports affecting Hispanic educational issues for
dissemination to the greater Houston community.
F. Sponsor workshops, seminars and other in-service training sessions promoting the professional
development and advancement of Hispanic educators in HISD.
G. Promote and support the high expectations and achievements of Hispanic students by
sponsoring activities and programs.
H. Serve as role models for Hispanic students and serve as mentors for fellow Hispanic educators.
BY-LAWS
OF
ASSOCIATION OF HISPANIC SCHOOL ADMINISTRATORS
Constitution & By-Laws
(Adopted May 15, 1991)
(Revision: Recommended to the AHSA general membership April 7, 2005)
ARTICLE I: NAME OF ORGANIZATION
The name of the Corporation shall be the Association of Hispanic School Administrators, Inc., hereinafter, the “Corporation.” The Corporation shall have and continuously maintain in the State of Texas a registered Office and a registered Agent whose office is identical with such registered Office. The address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II: MEMBERSHIP
Section 1.ELIGIBILITY
Full membership in the Corporation is open to all active and retired Hispanic administrators, supervisors and other administrators employed by the Houston Independent School District and who support the mission and goals of the Corporation. Associate membership in the Corporation is open to any HISD employee.
Section 2.MEMBERSHIP PERIOD
Membership in the Corporation shall be for a period of one (1) year from September 1 to August 31.
Section 3.MEMBERSHIP DUES
Adoption of membership dues shall be approved by the membership as proposed by the Board of Directors.
Section 4.MEMBERSHIP RIGHTS AND PRIVILEGES
Full members are extended the full rights and privileges of the Corporation which include:
A. Elect Board of Directors from general membership.
B. Attend all Corporation general membership meetings.
C. Vote in all elections of the general membership.
D. Seek election to the Board of Directors.
E. Participate in a committee of his/her choice.
F. Receive all announcements and publications of the Corporation.
G. Participate in all Corporation-sponsored activities and functions.
H. Associate members are extended the same rights and privileges except C and D.
ARTICLE III: GENERAL MEMBERSHIP MEETINGS
Section 1.REGULAR MEETINGS
Regular membership meetings shall be held at least twice a year.
Section 2.QUORUM
A quorum shall constitute a minimum of 30 members.
Section 3.SPECIAL MEETINGS
Special meetings may be called by the President of the Corporation or by written request of at least 15 Corporation members to the Board of Directors.
ARTICLE IV: BOARD OF DIRECTORS
Section 1.COMPOSITION
A. The Board of Directors shall consist of fourteen (14) members representative of the various
levels and divisions of the administration in the school district.
B. The Directors of the Corporation shall be elected from and by the general membership.
C. Representative members of the Board shall include senior staff, central office, and school-based
administrators.
D. Members of the Board of Directors shall serve on the Board during their tenure as administrators
in the Houston Independent School District.
Section 2.DUTIES
The Board of Directors shall:
A. Carry out the purposes of the Corporation, and to this end, manage and control all of its assets.
B. Represent the Corporation and conduct the business of the membership.
C. Be the decision-making body for the Corporation.
D. Support the goals and mission of the Corporation.
E. Establish the annual dues of the Corporation for ratification by the membership.
F. Meet quarterly to handle Corporation business.
Section 3.NOMINATIONS
The Nominations Committee will seek nominations from the general membership and shall present to the membership the list of nominated candidates for the vacant positions Board of Directors.
Section 4.ELECTIONS
A. Election of Board of Directors shall be held during the month of April as needed to address any
vacancies of Directors.
B. Voting for Board of Directors shall be by electronic mail and/or fax by all members whose dues
have been paid to the Corporation as of the first of the month prior to the election of Board of
Directors. All ballots must be returned to the Chair of the Nominations Committee by the
established deadline. Only ballots received on or before the deadline are valid.
C. Directors shall hold office for a one or two year term, and /or until his/her successor is fully
qualified and elected, or until his/her earlier resignation, removal from office, or death.
D. Directors whose term expires may be re-nominated and re-elected at the next nomination and
election period of Board of Directors.
E. The President of the Corporation shall be elected annually by the Board of Directors.
Section 5.QUORUM AND TRANSACTION OF BUSINESS
A. A simple majority of Directors shall constitute a quorum for the transaction of business at any
meeting of the Directors.
Section 6.MEETING OF DIRECTORS
A. Board of Directors meetings shall be held on a quarterly basis to discuss and address
Corporation business.
B. The President of the Corporation shall preside over all Board of Directors meetings, general
membership meetings, and/or special or emergency meeting.
Section 7.NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS
Meetings of the Board of Directors will be held with Notice. Notice of any special or emergency meeting of the Board of Directors shall be given to each Director by the Secretary, via electronic communication, and/or by person or persons, calling the meeting within seven (7) days prior to the proposed date of such meeting. Such notice need not specify the purpose of the meeting. The lack of proper notice may be waived, in writing, by any Director, either before, at, or after such meeting, except when a Director attends a meeting for the exact purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called or convened.
Section 8.VOTING
Except as otherwise specifically provided in these By-Laws, or as required by law, action approved by the affirmative vote of a simple majority vote of the Directors present at the meeting, at which a quorum is present, shall be the action of the Board of Directors.
Section 9.COMMITTEES
A. The standing committees of the Corporation shall include By-Laws, Nominations, Programs,
Professional Development, Membership, Scholarship, Communications, Administrative Advisory
Committee and others as deemed necessary by the President and the Board of Directors.
B. The duties and responsibilities of these standing committees shall be determined by the Board of
Directors.
Section 10.COMMITTEE CHAIRPERSONS
All committees shall be headed by a chairperson designated by the President with the consent of the Board of Directors.
Section 11.SPECIAL COMMITTES
Special committees may be established by the President of the Corporation.
Section 12.ACTION WITHOUT MEETING
Any action which might be taken at a meeting of the Board of Directors may be taken without such meeting by a writing, or writings, signed by a majority of the Directors. The writing, or writings, evidencing such action without a meeting shall be filed with the Secretary of the Corporation and inserted in the permanent records relating to meetings of the Directors.
Section 13.MEETINGS HELD THROUGH ELECTRONIC EQUIPMENT
Meetings of the Board of Directors may be held through communications equipment if all persons participating can communicate with each other and such participation shall constitute presence at such a meeting.
ARTICLE V: OFFICERS
Section 1.DESIGNATION
The officers of the Corporation shall consist of President, President-Elect, Secretary, Treasurer and such other officers as the Board of Directors shall designate as they deem necessary.
Section 2.ELECTION
Officers shall be elected annually by the Board of Directors at the Director’s planning meeting in June. The President of the Corporation will preside over the election of officers.
Section 3.TERM OF OFFICE
A. The term of office for President, President-Elect, Secretary and Treasurer shall be for one year
from June 1 to May 31.
B. The President, President-Elect, Secretary and Treasurer may serve for no more than two (2)
consecutive terms in the same office.
Section 4.PRESIDENT
The President shall preside at Board of Director’s meetings, general membership meetings, and special meetings of the Corporation, appoint all committees not otherwise provided for, attend all meetings of the Board of Directors, and shall perform duties as it pertains to the office in behalf of the Corporation. The President (or designee) is the officially recognized spokesperson of the Corporation.
Section 5.PRESIDENT-ELECT
The President-Elect shall serve in the absence or disability of the President and perform such other duties as may be assigned.
Section 6.SECRETARY
The Secretary shall be responsible for the minutes of all Corporation meetings, maintain a record of Corporation proceedings, and provide correspondence and notification of all meetings for dissemination to the membership.
Section 7.TREASURER
The Treasurer shall be responsible for the collection and recording of membership dues and shall be the custodian of all financial transactions and records of the Corporation.
ARTICLE VI: AMENDMENTS
Section 1.INITIAL READING
An amendment to this constitution and By-laws may be initiated by the Board of Directors or by any member in good standing and presented for reading and approval at either a regular or special meeting of the general membership.
Section 2.APPROVAL OF AMENDMENT
A.This Constitution and By-laws may be amended by two-thirds (2/3) affirmative vote of :
1) Members in attendance at a general membership meeting submitting their vote
2)Members submitting their vote by electronic mail and/or fax.
B.All Corporation members shall receive by electronic mail a copy of the proposed
amendments and shall cast their vote by electronic mail and/or fax or at a general
membership meeting.
C.All approved amendments will be available to all Corporation members via the Corporation
website.
ARTICLE VII: INDEMNIFICATION
Section 1.AUTHORIZATION
A.In the event that any person who was, or is, a party, or is threatened to be made a party to,
any threatened, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, seeks indemnification from the Corporation against expenses,
including attorney’s fees, and in the case of actions other than those by or in the right of the
Corporation, judgments, fines and amounts paid in settlement, incurred by such person in
connection with such action, suit or proceeding by reason of the fact that such person is or
was a Director, officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another corporation
(domestic or foreign, non-profit or profit), partnership, joint venture, trust or other enterprise,
then unless such indemnification is ordered by a court the Corporation shall determine or
cause to be determined in the manner in accordance with the laws of the State of Texas
whether or not indemnification has met the applicable standards of conduct set forth by the
laws of the State of Texas and, to the extent that it is determined that such indemnification is
proper, the person claiming such indemnification.
B.Expenses, including attorney’s fees, incurred in defending any action, suit, or proceeding
referred to in Paragraph A of this section may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Corporation in
accordance with the laws of the State of Texas (I) upon receipt by the Corporation of a written
affirmation by the Director, officer, employees or agent of his good faith belief that he has met
the standard of conduct necessary for indemnification under the laws of the State of Texas
(II) upon receipt by the Corporation of a written undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it shall ultimately be determined that
such person is entitled to be indemnified by the Corporation as authorized in the Article and
(III) upon a determination that the facts then known to those making the determination would
not preclude indemnification under this article or under the laws of the State of Texas.
C.The indemnification provided by Paragraph A of this section shall not be deemed exclusive to
any other rights to which those seeking indemnification may be entitled under the laws or any
agreement, vote of the Members or of disinterested Directors, or otherwise, both as to action
in such person’s official capacity and as to action in another capacity while holding such office
and shall continue as to a person who has to be a Director, officer, employee, or agent and
shall ________ to the benefit of the heirs, executors, and administrators of such a person.
Section 2.INSURANCE
The Corporation, to the extent permitted by the laws of the State of Texas may purchase and maintain insurance on behalf of any person who is, or was a Director, or officer of the Corporation, or is, or was, serving at the request of the Corporation as a director, officer, employee, or agent of another corporation (domestic or foreign, non-profit or profit), partnership, joint venture, trust or other enterprise.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of August 31, unless otherwise changed by the Board of Directors.
ARTICLE IX: VOTING REQUIREMENTS FOR CERTAIN ACTIONS BY DIRECTORS
Section 1.CERTAIN DISTRIBUTIONS, TRANSFERS, ETC.
The affirmative vote of a majority of the Directors, at any annual or special called meeting of Directors, shall be required, to approve the distribution of assets, upon the dissolution of the Corporation. The Notice of the meeting at which any such action is to be considered shall set forth the subject of such action, or actions.
Section 2.TRANSFER PROCEDURES
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Corporation, distribute all the assets of the Corporation exclusively for charitable or educational purposes, as defined by the IRS Code for tax-exempt organizations. The assets of the Corporation shall be distributed in such a manner and to such “qualified organizations” as the Board of Directors shall determine.
Section 3.ACTION IN WRITING
In lieu of a vote at a meeting to approve an action described in Section 1 and 2 described above, such action may be approved by the unanimous affirmative vote of the Directors, evidenced by a writing, or writings signed by all of them.
ARTICLE X: MISCELLANEOUS
Section 1.RECORD OF DIRECTORS
The Secretary of the Corporation shall keep or cause to be kept a book, which may be included in and be a part of the book containing the minutes of board meetings, in which shall be written in ink or typed the names of all Directors, together with the last known address of each Director. There shall also be stated therein the date upon which each Director became such, and upon the termination of any directorship for any cause, the facts relating thereto shall be recorded in said book, together with the date of such termination. It shall be the Corporation, for inclusion in such record, his or her address then likewise promptly to report to the Secretary for inclusion in such record any change in such address.
