Revised January 2016 Texas Academy of Nutrition and Dietetics Bylaws Page 1 of 8

Revised January 2016 Texas Academy of Nutrition and Dietetics Bylaws Page 1 of 8

Revised January 2016 Texas Academy of Nutrition and Dietetics Bylaws Page 1 of 8

ARTICLE I

NAME

This Association shall be known as the Texas Academy of Nutrition and Dietetics, also known as Texas Academy.

ARTICLE II

AFFILIATION

Section 1. Academy of Nutrition and Dietetics

A. Texas Academy shall be affiliated with the Academy of Nutrition and Dietetics, hereinafter known as the Academy.

B. Texas Academy shall be represented in the House of Delegates of the Academyin accordance with the provisions of the AcademyBylaws.

Section 2. Regions

A. Texas regions shall be a part of the organizational structure of the Texas Academy.

B. Only members of Texas Academy may be members of a Region.

C. Texas Academy is responsible for the legal and/or financial operations of the Regions.

D. New region formation is at the discretion of the Texas Academy with prior approval from the board of directors.

E. Regions will be considered as part of the Texas Academy. The Texas Academy will determine the dues structure for the Regions. Regions are covered under theliability insurance coverage provided by the Academy.

ARTICLE III

MEMBERSHIP

Section 1. Membership in Texas Academy shall be limited to members of the Academy of Nutrition and Dietetics whose official mailing address is listed in Texas or have designated Texas as their affiliate. The membership classifications shall be those outlined in Article II of the Academy of Nutrition and Dietetics Bylaws.

Section 2. The current list of members of the Academy of Nutrition and Dietetics officially listed in Texas shall be the official membership list of Texas Academy for all purposes.

Section 3. All members of the Academy of Nutrition and Dietetics officially listed in Texas shall have the rights and privileges as set forth in the Bylaws of the Academy of Nutrition and Dietetics and shall have the corresponding rights and privileges in the conduct of the business of Texas Academy.

Section 4. All members whose Academy dues are not in arrears shall receive Texas Academy publications.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. General Powers – Unless otherwise provided in these bylaws, the affairs of Texas Academyshall be managed by, or under the direction of its Board of Directors.

Section 2. Composition

1. The voting members of the Board of Directors shall be:

1)President

2)President-Elect

3)Treasurer

4)Past President

5)Chair of Delegates

6)Director-at-Large – Communications

7)North Regional Director

8)North East Regional Director

9)South Regional Director

10)South East Regional Director

11)West Regional Director

1. The non-voting members of the Board of Directors shall be:

1)Treasurer Elect

2)Public Policy Coordinator

3)State Policy Representative

4)State Regulatory Specialist

5)Membership Committee Chair

6)Academy Delegate

7)Academy Delegate

8)Texas Academy Foundation Director

9)Texas Academy Executive Director or Manager

Section 3. Qualifications - All candidates for and members of the Board of Directors shall be Active or Retired members of Texas Academy and reside in Texas.

A. The President-Elect must have served as at least one of the following within the past seven (7) years:

• Member of the Board of Directors (BOD) ofTexas Academy or Texas Academy Foundation
• Chair of a Texas Academy committee
• Regional Director or District dietetic association presidentin Texas

1. The Treasurer Elect/Treasurer must have served as at least one of the following within the past seven (7) years:

• Chair or member of a Texas Academy committee
• Regional Director or president of a district dietetic association in any state
• Member of the Board of Directors (BOD) of Texas Academy, Texas Academy Foundation, or the Academy
• Member of the Board of Directors (BOD) of an Academy Dietetic Practice Group (DPG) or Member Interest Group (MIG)
• Committee Chair in an equivalent position of a region ordistrict dietetic association in any state
• Committee Chair in an equivalent position of an Academy Dietetic Practice Group (DPG) or Member Interest Group (MIG)

1. Director-at-Large – Communications must have served as at least one of the following within the past seven (7) years:

• Chair or member of a Texas Academycommittee
• Regional Director or president of a district dietetic association or regional director in any state
• Member of the Board of Directors (BOD) of Texas Academy, Texas Academy Foundation, or the Academy

• Member of the Board of Directors (BOD) of an the Academy Dietetic Practice Group (DPG) or Member Interest Group (MIG)
• Committee Chair in an equivalent position of a region ordistrict dietetic association or region in any state
• Committee Chair in an equivalent position of an Academy Dietetic Practice Group (DPG) or Member Interest Group (MIG)

1. Public Policy Coordinator (PPC), State Policy Representative (SPR) and State Regulatory Specialist (SRS) must have served as at least one of the following within the past seven (7) years:

• Chair or member of a Texas Academy committee
• Regional Director or president of a district dietetic association in Texas or Regional Director
• Member of the Texas Academy, Texas Academy Foundation, or the Academy Board of Directors
• Member of the Board of Directors (BOD) of anAcademyDietetic Practice Group (DPG) or Member Interest Group (MIG)
• Texas Academy Delegate to the Academy
• Committee Chair in an equivalent position of a region ordistrict dietetic association or Region in Texas.

1. Delegate- must have served as at least one of the following within the past seven (7) years:

• Chair of a Texas Academy committee
• Regional Director orpresident of a district dietetic association in Texas
• Member of the Board of Directors (BOD) ofTexas Academy, Texas Academy Foundation, or the Academy
• Member of the Board of Directors (BOD) of an Academy Dietetic Practice Group (DPG) or Member Interest Group (MIG)
• Texas Academy Delegate to the Academy

1. The Chair of Delegates shall be one of the current Texas delegates to the Academy of Nutrition and Dietetics.

H. The Regional Directors must have:

• Been an Academy member for a minimum of the past three (3) years
• Experience in activities and leadership in the profession
• Willing to commit two (2)years for the performance of duties of the office, first as director-electthen as director

Section 4. Terms of Office - The terms of office begin on the first day of the fiscal year.

A. The President, President-Elect, and Past President shall serve for a term of one year or until their successors assume office. The President-Elect and President automatically succeed to the office of President and Past President, respectively, upon completion of their predecessor's term. If the office of President is vacated, the President-Elect automatically succeeds to the office of President.

B. The Chair of Delegates and Texas Academy Foundation Director serve one-year terms.

C. The Treasurer-Elect serves one term and automatically succeeds to Treasurer and will serve a two-year term.

D. Director-at-Large will serve two-year terms. The Director-at-Large will serve no more than three consecutive terms.

E. The Chair of Delegates shall serve no more than two consecutive terms.

F. Regional Directors shall serve a one year term.

F. All Board members must remain residents of Texas throughout their term or offer their resignation to the Board of Directors.

Section 5. Vacancies and Removals

A. Vacancies, other than President, shall be filled by nominations from the Texas Academy Board of Directors.

B. The Board of Directors shall fill the vacancy for the unexpired term by majority vote.

C. In the event the Past President is unable to complete the term, the most recent and available Past President shall be appointed by the Board of Directors to fulfill the term of office.

D. The Board of Directors may remove any elected Board member or elected official. The Board will establish the process for removal. The removal of any elected Board member or official will be without prejudice to the contract rights, if any, of the officials so removed.

E. Regional Director vacancies will be filled by nominations from the region and the approval of the Texas Academy Board of Directors.

Section 6. Duties of Board of Directors

A.Approve all appointments made by the President.

B.Approve and amend the annual budget prepared by the Finance Committee.

C.Approve the tentative program for the Texas Academy Annual Conference & Exhibition

D.Approve Special Rules of Order for state dietetic practice groups.

E.Elect the Chair of Delegates who shall assume office at the beginning of the next fiscal year.

F.Break any tie votes that occur in the Texas Academy election.

G.Approve recommended investments.

H.Approve the association management contract. All other contracts are to be reviewed and signed by the President and Treasurer after review and recommendation of the Executive Director.

I.Exercise final authority in resolving questions involving reimbursement of expenditures.

J.Receive and monitor all quarterly financial reports.

K.Approve the Texas Academy state legislative agenda.

L.Initiate and/or approve public policy and position statements.

M.Confirm that nominees on the ballot meet the qualification for the office for which they are slated.

N.Review disbursement of Texas Academy PAC funds.

O.Vote on proposed amendments to the Texas Academy Bylaws.

P.Develop, review, and approve annually the strategic plan under the leadership of the President-Elect.

Section 7. Compensation-The Board of Directors shall have no authority to establish compensation for services to Texas Academy as directors. The Board of Directors may be reimbursed their expenses related to the duties of office. This section shall not preclude any director from serving Texas Academy in any other capacity and receiving compensation for such service.

ARTICLE V

DELEGATES TO THE ACADEMY

Section 1. Qualifications

A. Academy Delegates shall qualify as set forth in the AcademyHouse of Delegates Manual as listed below.

1)Be entitled by the affiliate association membership classification to hold this office.

2)Have been members of the Academyfor at least three consecutive years immediately preceding the term as delegate.

3)Be members of the affiliate association represented.

B. Shall have served on the Texas Academy Board of Directors or in a Texas Academy Leadership position for at least one (1) year of the past seven (7) years.

Section 2. Terms of Office

A. Serve for a term of three (3) years and take office at the beginning of the next fiscal year after elected.

B. Delegates may not serve more than two consecutive terms.

Section 3. Alternate Delegates

A.An alternate delegate will be appointed to serve in the place of the elected delegate when the elected delegate is unable to fulfill the duties of the office.

B.If a delegate is unable to attend a mandatory meeting, the alternate delegates shall be the President or President-Elect.

Section 4. Vacancies - Delegate vacancies shall be filled by the Board of Directors.

Section 5. Duties of Delegates

A. Represent Texas Academy at meetings ofthe Academy House of Delegates.Delegates or alternates must be present in person at meetings of the House of Delegates.

B. Assume responsibility for two-way communication with the Board of Directors, the Regional Leadership and individual members regarding Texas Academy and the Academy activities and policies.

ARTICLE VI

NOMINATIONS AND ELECTIONS

Section 1. Nominating/Awards Committee

A. The Nominating/Awards Committee will be composed of six (6) individuals. Three (3) individuals will be elected every other year, and Nominating/Awards Committee members shall serve a term of two years. The election shall be by plurality. The member who receives the most votes shall be Nominating Chair-elect for the first year and shall be the Chair for the second year.

B. No member shall serve more than two (2) consecutive years on the committee. Consideration should be given to diversity and to having as many districts and areas of practice as possible represented on the Nominating/Awards Committee. No more than two (2) members shall reside in the same district.

C. In the event a person on the Nominating/Awards Committee is a recommended nominee and desires to be considered for the ballot or award, that person will not participate in the discussion, scoring or vote for that particular office for the ballot or award.

D. Duties

1)Shall formulate a slate of officers by majority vote. This may be done by mail, fax, e-mail, conference call or meeting.

2) Shall solicit candidates for Texas Academy awards and determine award recipients by plurality vote.

E. Ballot –For each position on the ballot, the ballot should consist of one more nominee than the position to be filled, if possible. If theNominating Committee, after reasonable effort, is unable to nominate two willing candidates who otherwise meet the qualifications for office, as may be further defined by Texas Academymaterials, a single candidate slate may be submittedto the membership.

F. Vacancies

1) Should the Chair of the Nominating/Awards Committee become vacant, the person receiving the second largest number of votes on the original ballot, who resides in a district other than the previous year's Nominating/Awards Committee Chair, shall fill the vacancy.

2) Other vacancies on the Nominating/Awards Committee shall be filled by a majority vote of the Board of Directors.

Section 2. Elections

A.The election of members of the Board of Directors except the Chair of Delegates shall be conducted by electronic voting. A plurality vote shall elect.

B.Electronic polls must be open for no more than thirty (30) days prior to the close of the election. The election shall be completed and results verified by a date determined by the Board.

C.Within two (2) weeks of the close of the polls, election results will be verified by the Tellers Committee, members of which are appointed by the President.

D.The President-Elect, Regional Directors and Nominating/Awards Committee are elected annually.

E.The Delegates are elected per rotation plan.

F.The Treasurer-Elect and Directors-at-Large shall be elected biannually per rotation plan.

G.No person shall hold more than one (1) elected position.

H.The President and Treasurer may not succeed themselves.

I.Tie votes on the ballot shall be broken by the Board of Directors.

ARTICLE VII

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings - The Board of Directors shall meet at least once annually. Notice shall be given at least thirty (30) days prior to the meeting. In addition, the Board of Directors shall meet on call of the President or at the written request of five (5) members of the Board. At least five (5) days prior notice shall be given all members of the Board for a called meeting.

Section 2. Quorum –2/3 voting members shall constitute a quorum for the transaction of business.

Section 3. Voting - No one individual shall hold two (2) voting positions on the Board of Directors.

Section 4. Method of Conducting Business - The Board may conduct business by meeting, e-mail, mail, fax, or telephone. A report of any action taken shall be made a part of the minutes at the next meeting of the Board of Directors.

ARTICLE VIII

STANDING COMMITTEES

Section 1. Standing Committees.

The Standing Committees shall be:

A.Bylaws

B.Continuing Professional Education

C.Exhibitor Advisory

D.Finance

E.Annual Conference and Exhibition

F.Health Care Financing Team

G.Legislation and Public Policy

H.Medical Nutrition Therapy Manual

I.TSDA Liaison

J.Nominating/Awards

K.Public Relations

L.Membership

M.Web Site/Newsletter

N.Regional Positions and Committees

Section 2. Meetings - The President shall be notified of all committee meetings. Written reports shall be presented to the Board of Directors.

Section 3. Budget - All committees shall prepare a proposed budget for committee operations to be considered by the Finance Committee.

Section 4. Duties – The Board of Directors shall establish responsibilities and policies and procedures for the committees, as it deems necessary and appropriate to support the functions of the committees.

ARTICLE IX

ANNUAL CONFERENCE AND EXHIBITION

Section 1. Annual Conference and Exhibition- Shall be held annually at such time and place as approved by the Board of Directors and shall be for the purpose of continuing professional education.

ARTICLE X

FINANCE

Section 1. Annual Dues - Members shall pay annual dues to the Academyas specified by their respective membership category.

Section 2. Budget - A proposed budget shall be submitted by the Treasurer to the Finance Committee. The Board of Directors shall adopt the annual operating budget by the end of the first month of a given fiscal year. The Board may amend the budget.

Section 3. Financial Review - Financial records shall be submitted for an annual financial review by an independent financial firm as recommended by the management staff and approved by the Board of Directors. A complete audit will be conducted at the end of each Treasurer’s term. The Board of Directors shall accept the annual review.

Section 4. Fiscal Year - The fiscal year of Texas Academy shall be June 1 to May 31.

ARTICLE XI

OFFICIAL PUBLICATION

Section 1. Name - The official publication of Texas Academy shall be called Texas Academy TODAY, unless otherwise specified by the Board of Directors.

Section 2. Purpose

A. To support the mission of Texas Academy.

B. To inform the membership of the activities of the Board and committees.

C. To inform the membership of current professional issues and activities.

ARTICLE XII

MANAGEMENT

Section 1. Management Office

A. The Texas Academy shall maintain an office with staff to provide management support and assistance to the Texas Academy Board of Directors, Regions and their officersand Texas Academy members and to centralize functions and serve as the custodian of the properties, securities, and records of Texas Academy and its regions.

B. The office shall be located in a city in Texas as determined by the Board.

Section 2. Texas Academy Executive Director

A. The Texas Academy Executive Director shall carry out the duties and responsibilities required by the management contract and with direct communication with the President and Board of Directors.

B. An annual contract will be signed by the association management company, Texas AcademyTreasurer, and Texas Academy President.

Section 3. No member or relative of a member of the Texas Academy Board shall be considered by Texas Academy for contractual services for the Association.