txdla board manual 2014

2014-15 TxDLA

Board of Directors Manual

Table of Contents

Corporate Documents ................................................................................................................... 4

2014-15 TxDLA Board Of Directors ........................................................................................................ 5

2014-15 TxDLA Board Of Directors and Officers Terms in Office ......................................................... 8

TxDLA Presidents ..................................................................................................................................... 9

Bylaws .................................................................................................................................................... 10

Article I: Name and Affiliation ........................................................................................................... 10

Article II: Object ................................................................................................................................. 10

Article III: Members ........................................................................................................................... 11

Article IV: Membership Meetings ..................................................................................................... 12

Article V: Officers ............................................................................................................................... 12

Article VI: Board of Directors ............................................................................................................ 14

Article VII: Executive Committee ....................................................................................................... 17

Article VIII: Committees ..................................................................................................................... 18

Article IX: Executive Partnership Council ......................................................................................... 20

Article X: Regional Groups ................................................................................................................ 22

Article XI: Parliamentary Authority .................................................................................................... 23

Article XII: Amendment and Revision of Bylaws .............................................................................. 23

Article XIII: Dissolution ..................................................................................................................... 24

Certificate of Incorporation ................................................................................................................... 25

Tax Exempt Status – 501(C)(3) ............................................................................................................ 31

Texas Sales and Use Tax Exemption Certification .............................................................................. 32

Board Policies & Code Of Ethics ................................................................................................ 33

TxDLA Board of Director Code of Ethics .............................................................................................. 34

Board Member Agreement ............................................................................................................... 34

TxDLA Conflict Of Interest Policy .......................................................................................................... 35

Director & Officer Liability Insurance ................................................................................................... 36

Programs and Services ............................................................................................................... 37

TxDLA Programs and Services.............................................................................................................. 38

2014-15 TxDLA BOARD OF DIRECTORS MANUAL

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Board Job Descriptions ............................................................................................................... 40

President ............................................................................................................................................... 41

President-Elect ...................................................................................................................................... 43

Immediate Past President .................................................................................................................... 44

Chairman of the Board ......................................................................................................................... 45

Secretary ................................................................................................................................................ 47

Board Member-At-Large ........................................................................................................................ 48

Board-Elected Directors / Constituency Representatives .................................................................. 50

Chief Information Officer (Cio) .............................................................................................................. 52

Executive Partnership Chair ................................................................................................................. 54

Parliamentarian..................................................................................................................................... 56

Regional Group Development Chair .................................................................................................... 57

Association Management Company Contract (EAMI) .............................................................. 59

EAMI Contract – Current ....................................................................................................................... 60

Committees .................................................................................................................................. 74

Awards Committee ................................................................................................................................ 75

Awards Committee Policies .............................................................................................................. 76

Executive Partnership Council (EPC) .................................................................................................... 84

Finance Committee ............................................................................................................................... 85

Hall of Fame Committee ....................................................................................................................... 86

TxDLA Hall of Fame Inductees ......................................................................................................... 87

The Texas Distance Learning Hall of Fame Award Policies and Procedures ................................ 88

Hall of Fame Evaluation Form .......................................................................................................... 90

Information Committee ......................................................................................................................... 91

Membership Committee ....................................................................................................................... 92

Nominations & Elections Committee ................................................................................................... 93

Public Policy Committee ....................................................................................................................... 94

Regional Group Development Committee ........................................................................................... 95

Regional Group Coordinators Guide ................................................................................................ 96

Financial Overview and Documents ........................................................................................ 114

Financial Management Policies and Procedures .............................................................................. 115

Notes to the Budgets .......................................................................................................................... 121

Notes to the Financial Statements .................................................................................................... 124

Statement of Financial Position (FY 11-12) ...................................................................................... 128


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Operating Statement of Financial Revenues and Expenses (FY 12-13) ......................................... 129

Conference Statement of Financial Revenues and Expenses (FY 12-13) ...................................... 130

Form 990 and Schedules (FY 2013) ................................................................................................. 131

Minutes ....................................................................................................................................... 149

Minutes- January 29, 2014 ................................................................................................................ 150

Minutes – October 30, 2013 ............................................................................................................. 153

Minutes – June 27, 2013 ................................................................................................................... 156

Minutes – March 25, 2013 ................................................................................................................ 159


4

Corporate

Documents


5

2014-15 TxDLA Board of Directors

President

Patricia M. Ritschel-Trifilo, PhD

Distance Learning Specialist

/ Faculty Support

Wayland Baptist University

325-518-1495 OFC

[email protected]

President-Elect

Randy McDonald

Director of Instructional

Technology and Distance Education

Stephen F. Austin State University

P.O. Box 13038 SFA Station

Nacogdoches, TX 75962

936.468.1010

[email protected]

Immediate Past President

Michelle Duran

Director, Distance Learning &

Instructional Technology

Texas A&M University

Kingsville

700 University Blvd, MSC 197

Kingsville, TX 78363

361-593-5501 OFC 956-456-4504 CELL

[email protected]

[email protected]

Secretary

Terry Comingore

(2012-2014, 1st Term)

Director, Learning Services

Brazosport College

500 College Drive

Lake Jackson, TX 77566

979.230.3318 OFC 979.299.8766 CELL

[email protected]

Treasurer

Mark Workman

(2013-2015, 2nd Term)

Dean of Distance Learning

Blinn College

P. O. Box 6030

2423 Blinn Blvd.

Bryan, TX 77805

979. 209.7403

[email protected]

Corporate/Private Sector

Representative

John Copeland

(2014-2017, 1st Term)

Corporate Sales/Account

Executive

4514 Huntwood Hills Ln

Katy, TX 77494

832.867.9397

[email protected]

Government/Military

Representative

Louis LeDoux

(2012-2015, 1st Term)

Director of the Center for

Learning Management

Texas Department of Assistive and

Rehabilitative Services (DARS)

4900 N. Lamar, Mail Code 1408

Austin, TX 78751

512.377-0615 OFC 737.932-2552 OFC CELL

512.345-8880 CELL

[email protected]

K-12 Education

Representative

Mary D. Smith (2012-2014, 1st

Partial Term)

Assistant Director

Region VII ESC

1909 N. Longview St.

Kilgore, TX 75662

903.988.6819 OFC

[email protected]

mailto:[email protected]






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Four Year Higher Education Representative

VACANT (2014-2015, 1st partial term)

Two Year Higher Education

Representative

Christina Cross

(2013-2016, 1st term)

Director of Online Technologies

Lone Star College - Online

5000 Research Forest Dr

The Woodlands, TX 77381

281.290.2638 OFC

[email protected]

Nonprofit Representative

Anne Herndon

(2013-2016, 1st term)

Director, School &

Group Programs

Fort Worth Museum of Science

and History

1600 Gendy Street

Fort Worth, TX 76107

817.255.9521 OFC

[email protected]

Member at Large

Richard Leslie

(2013-2016, 1st Term)

Coordinator, Instructional

Design

McLennan Community College

1400 College Drive

Waco, TX 76708

254.299.8382 OFC

[email protected]

Member at Large

Carol Henrichs

(2014-2017, 1st Term)

Assistant Director

Texas A&M University

004 Heldenfels 3002 TAMU

College Station, TX 77843

979.862.3977

[email protected]

Member at Large

Auburn Buehring

(2012-2015, 1st Term)

Teacher

Miller High School

2111 St. Charles Drive

Portland, TX 78374

910.297.7457

[email protected]

Executive Partnership

Council Chair

Chairman of the Board

Oscar Hernández

(2014-2015, 1st partial term)

Executive Director of Planning

and Assessment

Texas A&M University – Kingsville

700 University Blvd.

Kingsville, TX 78363

361-593-2244 OFC 956-533-4428 CELL

[email protected]

Yahoo IM: oscarh77

Skype: oscarh956

Regional Group

Development Chair

Elaina Cunningham

(2013-2016, 1st term)

Education Coordinator

Panhandle-Plains

Historical Museum

2503 4th Ave

Canyon, TX 79016

806.651.2258 OFC

[email protected]





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Chief Information Officer

Mike Ayala

(2014-2017,1st Term)

Instructional Designer

South Texas College

3201 W. Pecan Blvd.

McAllen, TX 78501

956. 872.3575 OFC

[email protected]

Parliamentarian

Brett Millan

(2013-2016, 2nd Term)

Interim Director for Distance

Education

South Texas College

3201 W. Pecan Blvd.

McAllen, TX 78501

956.872.7263 OFC

956.655.6394 CELL

[email protected]

Executive Manager

Lisa Tomsio

823 Congress Ave., Suite 230

Austin, Texas 78701

512.479-0425 ext. 17 OFC

512.495-9031 FAX

[email protected]



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2014-15 TxDLA Board of Directors and

Officers Terms in Office

Directorship Name

Current

Term

Term in

Office Year

Term

Limits

Corporate/Private John Copeland 2014-2017 1 1 2

Government/Military Louis LeDoux 2012-2015 1 3 2

K-12 Education Mary D. Smith 2014-2017 1 1 2

Four Year Higher

Education VACANT 2014-2015 partial 2

Two Year Higher

Education Christina Cross 2013-2016 1 2 2

Nonprofit Anne Herndon 2013-2016 1 2 2

Member at Large Richard Leslie 2013-2016 1 2 2

Member at Large Carol Henrichs 2014-2017 1 1 2

Member at Large Auburn Buehring 2012-2015 1 3 2

Executive Partnership

Council Chair Oscar Hernández 2014-2015 partial

2

Regional Group

Development Chair

Elaina

Cunningham 2013-2016 1 2 2

Chief Information

Officer Mike Ayala 2014-2017 1 1 2

Parliamentarian Brett Millan 2013-2016 2 2 Unlimited

Office Name

Current

Term

Term in

Office Year

Term

Limits

President Patricia M.

Ritschel-Trifilo 2014-2015

President-Elect Randy McDonald 2014-2015

Immediate Past-

President

Michelle Durán 2014-2015

Secretary Terry Comingore 2014-2016 2 1 2

Treasurer Mark Workman 2013-2015 2 2 2


9

TxDLA Presidents


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Bylaws TxDLA, Inc. (Texas Distance Learning Association) Bylaws

The bylaws include thirteen articles. You will find the text of the articles below.

TABLE OF CONTENTS

Title

Article I Name and Affiliation

Article II Object

Article III Members

Article IV Membership Meetings

Article V Officers

Article VI Board of Directors

Article VII Executive Committee

Article VIII Committees

Article IX Executive Partnership Council

Article X Regional Groups

Article XI Parliamentary Authority

Article XII Amendment of Bylaws

Article XIII Dissolution

ARTICLE I: Name and Affiliation

Section 1. Name

The name of the organization is TxDLA, Inc. (Texas Distance Learning Association), hereinafter

TxDLA.

Section 2. Affiliation

TxDLA is an affiliated chapter of the United States Distance Learning Association, registered and

certified as a not-for‐profit 501(c)(3) corporation organized under the laws of the state of Texas and

operating under the laws of the United States of America.

Section 3. Certification

TxDLA became incorporated on March 23, 2004, as a Texas nonprofit corporation authorized to

conduct its affairs in Texas.

Section 4. History

TxDLA held its initial meeting on January 30, 1996, in Austin, Texas, as a state chapter of the United

States Distance Learning Association. TxDLA's inaugural charter was officially ratified April 22, 1998.

In the spring of 1999, TxDLA held its first autonomous conference in Waco, Texas, beginning a

strong tradition of excellence in providing members with opportunities to access distance learning

resources. TxDLA’s membership adopted revised Bylaws in October of 2004; the Bylaws replaced the

original charter.

ARTICLE II: Object

Section 1. Mission

TxDLA is a nonprofit association formed to promote the development and application of all forms of

distance learning and to implement effective distance learning strategies for Texans and other

distance learning practitioners of the global community.


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Section 2. Code of Ethics

The association is committed to maintaining high standards of ethics at all times.

Section 3. Goals

A. Openness

TxDLA will provide an open forum and adequate representation to all distance learning

professionals and organizations.

B. Resources

TxDLA will be a resource to assist members at all stages of distance learning development, at

any level of activity, and through a variety of methodologies.

C. Connectedness

TxDLA will identify targets of opportunity that can benefit members and establish effective

means of communication that facilitate members' focus on areas of interest.

D. Collaboration

TxDLA will establish a collaborative atmosphere in which members can come together to help

each other and ultimately improve the distance learning community.

E. Service

TxDLA will serve both the membership and the distance learning community through a variety

of programs.

F. Leadership

TxDLA will provide and cultivate leadership in the distance learning community that

effectively communicates issues, concerns, and developments for the improvement of

distance learning in Texas as well as the international arena.

G. Recognition

TxDLA will provide recognition of outstanding achievements in statewide distance learning.

H. Fun

TxDLA will provide a relaxed atmosphere in which all members can be comfortable and enjoy

TxDLA activities.

ARTICLE III: Members

Section 1. Classifications

TxDLA shall have two membership classifications: Student and Individual.

A. Student: Anyone who is a full‐time student at a degree‐granting institution.

B. Individual

Section 2. Qualifications

Membership in TxDLA is obtained through payment of annual dues for the designated membership

year. Members whose dues have been paid for a specified membership year are "members in good

standing" for that period. Consideration for, or participation as, an officer, Board Member, committee

member, or voting member in TxDLA shall be contingent upon status as a member in good standing.

Section 3. Membership Year and Dues

The membership year shall begin April 1st or the beginning of the annual conference, whichever is

earlier, and extend until March 31st of the following year. Should the annual conference begin after


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April 1st, membership for the previous year will be extended until the beginning of the conference, at

which time the membership must be renewed to remain a member in good standing. Membership

dues shall be included in the full annual conference registration fees. Annual dues shall be in the

amount as prescribed by the Board of Directors and published at least

five (5) months in advance of a new membership year. Dues for memberships purchased within the

last six (6) months of any membership year will be prorated at fifty percent (50%) of the cost of the

applicable membership classification.

Section 4. Member Benefits

Membership in TxDLA will include numerous opportunities to network with distance learning

professionals and will provide access to a wealth of knowledge in a variety of distance learning‐related publications and communications. Furthermore, TxDLA members may take advantage of

regional groups established throughout the state to serve as localized communities for member‐centered benefits. Regional groups are outlined in Article X of the Bylaws. TxDLA's Executive

Partnership Council (EPC), described in Article IX of the Bylaws, provides members with a valuable

resource for addressing distance learning needs, overcoming barriers, fostering collaboration and

encouraging leadership development.

ARTICLE IV: Membership Meetings

Section 1. Annual Meeting

A general membership meeting will be held annually on a date and at a place designated by the

Board of Directors. Notification of the date and place of such meeting shall be announced to

members at least thirty (30) days prior to the meeting.

Section 2. Special Meetings

Special meetings of the general membership may be held as called by the President, by a majority

vote of the Board of Directors, or upon a petition filed with the Secretary by at least ten percent

(10%) of the membership. The date and place of any such special membership meeting shall be

announced to members at least two (2) weeks prior to the special meeting.

Section 3. Quorum

A quorum shall consist of ten percent (10%) of the membership.

ARTICLE V: Officers

Section 1. Officers and Duties

The officers of TxDLA shall be President, President‐Elect, Secretary, Treasurer, and Immediate Past‐President.

A. Duties of the President

The President shall function as the executive officer of TxDLA, head the Executive Committee,

preside at meetings, carry out instructions of the Board of Directors, represent the

association at any state or national meetings designated by the Board, and perform other

duties as delegated by the Board.

B. Duties of the President‐Elect

The President‐Elect shall serve as executive officer in the President's absence, serve on the

Executive Committee and other committees as appointed by the President, and perform

other such duties as delegated by the President or the Board of Directors.

C. Duties of the Secretary


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The Secretary shall keep records of all membership, Executive Committee, and Board of

Directors meetings, serve on the Executive Committee and other committees as appointed

by the President, and perform other such duties as delegated by the President or the Board

of Directors.

D. Duties of the Treasurer

The Treasurer shall oversee all financial matters of the association, chair the Finance

Committee, serve on the Executive Committee and other committees as appointed by the

President, and perform other such duties as delegated by the President or the Board of

Directors.

E. Duties of the Immediate Past‐President

The Immediate Past‐President shall serve on the Executive Committee and other committees

as appointed by the President, chair the Hall of Fame Committee, and perform other such

duties as delegated by the President or the Board of Directors.

Section 2. Nomination of Officers

Each nominee for an officer position must meet at least one of the following requirements: 1) be a

resident of Texas; 2) be employed by a Texas‐based agency or organization; or 3) have a significant

business presence in the state of Texas. In addition, the nominee must indicate to the Nominations

and Elections Committee a willingness to serve if elected. After the Nominations and Elections

Committee reviews the qualifications of each nominee, the slate of qualified nominees shall be

submitted in writing to the Board of Directors at least four (4) months prior to the annual general

membership meeting.

Section 3. Election

Not later than January 15th of each membership year, the Nominations and Elections Committee

shall prepare a ballot listing each candidate and make the ballot available to each member either

electronically or by mail. Write-in votes will be accepted for individuals qualified to serve. The

candidate with the most votes will be elected. Votes must be submitted and received on or before

the date of election as established by the Board of Directors. The results of the election shall be

reviewed by the members of the Nominations and Elections Committee and certified to the President

who shall announce the results to the membership.

Section 4. Term of Office

The membership shall elect a President‐Elect, who will serve for three years: the first year as

President‐Elect, the second as President, and the third as Immediate Past‐President. The Secretary

and Treasurer shall be elected for two (2) year terms in alternate years, so as to result in staggered

terms of office, and may serve up to two (2) consecutive full terms. The term of office for all officers

shall begin on July 1st of any given year and shall end on June 30th of the year in which the term

expires.

Section 5. Vacancies

Should a vacancy occur in the office of President, the President‐Elect shall assume the duties of the

President and serve the remainder of that term in addition to his/her own elected term. Should the

President‐Elect office become vacant, the Board of Directors shall call for a special election following

the nomination and election process as outlined in this article. The election shall be completed

within forty‐five (45) days of the President‐Elect's resignation. Should the office of Secretary or

Treasurer become vacant, the Board of Directors shall appoint a member to complete such term of

office. Should the office of Immediate Past‐President become vacant, that office shall remain vacant

for the duration of that term.

A. Nonperformance


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An officer who does not perform his/her duties will be asked by the President to affirm

his/her interest in continuing to serve. If nonperformance of duties by the officer continues,

the President, with support of the majority vote of the Executive Committee, may ask that

officer to resign from his/her office for nonperformance of duties. In the event the

nonperforming officer is the President, the Board Chair will ask the President to affirm

his/her interest in continuing to serve. If nonperformance of duties by the President

continues, the Board Chair, with the support of the majority vote of the Board of Directors,

may ask the President to resign for nonperformance of duties.

B. Resignation

An officer who desires to resign his/her position should submit a letter of resignation to the

President. In the event the President desires to resign his/her position, he/she should

submit a letter of resignation to the Board Chair.

C. Re‐Affirmation

Prior to preparation of the ballot going to the general membership each year, the

Nominations and Elections Chair shall confirm with each officer holding an un‐expired term

his/her desire to continue serving in that position.

ARTICLE VI: Board of Directors

Section 1. Function and Authority

The affairs of TxDLA shall be managed by a Board of Directors, hereinafter, Board, which shall also

be the governing body of TxDLA, serving as an advocate for the broader field of distance learning.

The Board shall have the power to formulate policies of the organization consistent with its purposes

and subject to any specific directions of the membership as duly adopted. The Board shall have

authority to conduct all business pertaining to TxDLA, either in person or electronically, assuming

responsibility for the management of the finances of the organization and acting as custodian of the

property of TxDLA.

Section 2. Number, Tenure, and Qualifications

The members of the Board of Directors, hereinafter, Members, shall consist of the TxDLA officers as

defined in Article V, at least ten (10) Members nominated and elected by the Board, and three (3)

Members‐at‐Large nominated and elected by the general membership in accordance with the

procedures established in these Bylaws. Each Member, other than officers whose terms of service

are outlined in Article V, shall serve for a term of three (3) years and may serve up to two (2)

consecutive full terms, with the exception of the Parliamentarian, who may serve an unlimited

number of terms. The term of office for Board Members elected to a full three‐year term shall begin

on July 1st of any given year and shall end on June 30th of the third year. The term for Members‐at‐Large will be staggered such that the term for no more than one expires in the same year.

Section 3. Board‐Elected Members

Members nominated and elected by the Board shall consist of at least one member from each of the

following representative constituencies: K‐12 Education, 2-Year Higher Education, 4-Year Higher

Education, Government/Military, Corporate/Private Sector, and Nonprofit. Members from each

representative group shall serve as advocates for their constituencies. Advocacy may include, but is

not limited to, identifying needs, promoting achievements, fostering leadership, and maintaining

communication channels. Additional Members nominated and elected by the Board shall consist of a

Chief Information Officer, an Executive Partnership Council Chair, and a Regional Group

Development Chair, each of who shall chair a standing committee or council and whose duties are to

execute the charge of those respective groups. There shall also be a Member nominated and elected

to serve as Parliamentarian to ensure that meetings of the Board of Directors and Executive

Committee are conducted according to Robert's Rules of Order and are in compliance with the


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Bylaws. The Parliamentarian may also be called upon to assist in other meetings as deemed

necessary. The Parliamentarian is a non‐voting Member of the Board.

Section 4. Nomination and Election of Board‐Elected Members

The nomination and election process for Board‐elected positions shall take place after the

announcement of the Members‐at‐Large election results. Each nominee shall have indicated to the

Nominations and Elections Committee a willingness to serve if elected. The slate of nominees shall

be submitted by the Nominations and Elections Committee in writing to the Board Chair. The Chair of

the Nominations and Elections Committee will make the ballot available to the current Board

Members and allow no more than two weeks for all votes to be submitted. Write‐in votes will be

accepted for individuals qualified to serve. The candidate with the most votes shall be elected. The

official results shall be reviewed by the members of the Nominations and Elections Committee and

certified to the Board Chair who shall announce the results to the membership.

Section 5. Nomination and Election of Members‐at‐Large

The nomination and election process for Board Members‐at‐Large shall be conducted concurrently

with officer elections, by a vote of the general membership. Each nominee shall have indicated to the

Nominations and Elections Committee a willingness to serve if elected. The slate of nominees shall

be submitted by the Nominations and Elections Committee in writing to the Board of Directors at

least four (4) months prior to the annual general membership meeting. Not later than January 15th

of each membership year, the Nominations and Elections Committee shall prepare a ballot listing

each candidate and make the ballot available to each member of TxDLA either electronically or by

mail. Write‐in votes will be accepted for individuals qualified to serve. Votes must be submitted and

received on or before the date of election as established by the Board of Directors. The results of the

election shall be reviewed by the members of the Nominations and Elections Committee and

certified to the Board Chair who shall announce the results to the membership. The candidate with

the most votes shall be elected. In the event there are multiple Member‐at‐Large seats to be filled in

a single election, all candidates for those seats will be pooled into a single ballot category. The term

length for each position will correspond to the number of votes received. The candidate receiving the

most votes will be elected to the longest available term. Beginning with the next longest term, each

remaining position will be filled with the next highest vote recipient until all positions are filled.

Section 6. Nomination and Election of Chairman of the Board

The Members of the Board shall nominate and elect a Chair to serve for the entire term of the

elected Board Chair's membership on the Board, subject to the Chair's consent each year to

continue in that role and a subsequent affirmative vote of the Board. Officers are not eligible to serve

as Chair. The Chair will preside at all Board meetings and will initiate all votes on Board business. If

the Chair is unable or declines to preside at a meeting, the Chair may designate another Board

Member to preside. Should the Chair fail or decline to designate another Member to preside at a

meeting, the President shall preside. If the Chair is unable to perform his/her duties, the President

shall serve this function until the Chair is able to serve or a new Chair is elected. Should the Chair

position become vacant, a new Chair shall be nominated and elected by the Board within thirty days

(30) of the vacancy.

Section 7. Vacancies

Any vacancy occurring in a Board‐elected position shall be filled with a TxDLA member as nominated

and elected by a vote of a majority of the remaining Board Members. Any vacancy occurring in a

Member‐at‐Large position shall be filled by the candidate(s) on the ballot from the most recent

election beginning with the next highest vote recipient. If there are still open positions after this

process has been followed, the Board will nominate and elect individuals to fill such vacancies. Any

Board‐elected member or Member‐at‐Large elected to fill a vacancy shall serve for the remainder of


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his/her predecessor's term. This service does not count towards the term limitations for that

individual.

A. Nonparticipation

A Member who does not participate in two consecutive board meetings as recorded by the

Secretary in the meeting minutes will be asked by the Board Chair to affirm his/her interest

in continuing to serve on the Board. With support of the Executive Committee, the Board

Chair may ask a Member to resign from the Board upon his/her third absence from an

official meeting during a term of office.

B. Resignation

A Member who desires to resign from the Board should submit a letter of resignation to the

Chairman of the Board.

C. Reaffirmation

Prior to preparation of the ballot going to the general membership each year, the

Nominations and Elections Chair shall confirm with each Member holding unexpired board

positions his/her desire to continue serving in his/her current position.

Section 8. Meetings

At least four (4) regular meetings of the Board shall be held each year at such times and places and

by such means as the Board may determine. Written notification of the time and place or the

electronic means of access and proposed agenda shall be sent to each Member of the Board and

shall be announced to the general membership at least 72 hours prior to each meeting. All members

of TxDLA may participate in meetings and association business by electronic means whenever

feasible and available and will be notified of opportunities for same. Synchronous or asynchronous

electronic discussion and electronic voting by the Board or the general membership have the full

effect as if it were conducted within a meeting held at a set time and place. When business is

conducted electronically between meetings, items to be voted on by the Board or the general

membership shall have a minimum one week discussion period and a minimum one week period for

voting unless the Executive Committee deems that emergency action is necessary in which case

these time periods can be adjusted to fit the circumstances.

Section 9. Quorum

A majority of the voting Members shall constitute a quorum. If less than a quorum of the Board is

present at any scheduled meeting, a majority of the Members present may adjourn the meeting

without further notice.

Section 10. Catastrophe

Notwithstanding any other provisions of the laws of the state of Texas or these Bylaws, if any

emergency occurs resulting from a national or local disaster that causes a majority of the Board to

be incapable of performing their duties because of death, physical disability, or difficulties of

communication or transportation, the remaining Board Member(s) shall constitute a quorum for the

sole purpose of temporarily filling any vacancies. The Member(s) so elected shall serve until such

replaced Member(s) can perform their Board duties or until the Board acts to elect permanent

replacements. Questions as to the existence of such an emergency, disaster, or incapacity shall be

conclusively determined by the remaining Members.

Section 11. Personal Liability of Board Members

A. Elimination of Liability

To the fullest extent that the laws of the state of Texas, as now in effect or as hereafter

amended, permit elimination or limitation of the liability of individual Members of the Board,


17

no Member shall be personally liable for monetary damages or other penalties as such for

any action taken or failure to take any action as a Member.

B. Nature and Extent of Rights

The provisions of this Section shall be considered to be a contract with each Member while

they are serving, and Members of the Board will be deemed to be serving in reliance on

these provisions. Any amendment or repeal of this Section or adoption of any Bylaw, or

provision of the Articles of Incorporation which increases the liability of the Members of the

Board shall encompass future actions of the Board only and shall not affect any action taken,

or any failure to act, prior to the adoption of such amendment, repeal, Bylaw or provision.

C. Liability Insurance

Current Board Members are eligible to be covered under the organization's Directors and

Officers Liability Insurance. As part of the eligibility process, each Board Member must

provide information as required for coverage.


A. Employment

Board Members may not be employed by TxDLA on a contractual or full‐time basis during

their term of service.

B. Compensation and Expenses

Members may not receive compensation for performing the duties and responsibilities of

their office. However, it is permissible to reimburse Members for justifiable expenses related

to meetings and those incurred while carrying out the duties of office.

C. Conflict of Interest

Members should recuse themselves from the voting process in circumstances where there is

a potential conflict of interest.

D. Fiscal Prudence

Members shall ensure that all compensation/salaries paid to any employee of the

organization will be reasonable for the services rendered and comparable with other like

organizations. Likewise, Members shall ensure that the expense of any product or service

paid for by the organization is fair and reasonable considering current market circumstances.

ARTICLE VII: Executive Committee

Section 1. Composition and Authority

The officers of TxDLA, Chairman of the Board of Directors, and the Parliamentarian comprise an

Executive Committee presided over by the President or the President's designee. If the President

fails to preside or name a designee, the President‐Elect shall serve until such time as the President

is again able to serve or to appoint a designee. It is the responsibility of this committee to aid the

President, who functions as the Executive Officer of TxDLA, in carrying out the instructions of the

Board of Directors and providing oversight of the day‐to‐day business of the organization. All

members of the Executive Committee, with the exception of the Parliamentarian, are voting

members.

Regarding TxDLA’s Bylaws, the Executive Committee is authorized to correct article and section

designations, punctuation, and cross‐references and to make such other technical and conforming

editorial changes as may be necessary to reflect the intent of TxDLA so long as the original meaning

of the Bylaws is not altered.


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Section 2. Meetings

Meetings may be called by or at the request of the President or the Board Chair, as necessary, but it

is recommended that meetings be held at least once a month. Notice of the time and place of any

meeting or the electronic means of access shall be given to each member of the Executive

Committee at least three (3) days prior to the date of such meeting. When feasible, regular meetings

should be scheduled several months in advance to maximize member availability.

Section 3. Quorum

A quorum of the Executive Committee shall consist of four (4) voting members with either the

President or the Board Chair required to be in attendance.

ARTICLE VIII: Committees

Section 1. Standing Committees

TxDLA shall use a number of standing committees, each charged with a specific purpose, to carry out

the mission and goals of the association. The standing committees include: Awards Committee,

Conference Committee, Conference Site Selection Committee, Finance Committee, Hall of Fame

Committee, Information Committee, Membership Committee, Nominations and Elections Committee,

Public Policy Committee, and Regional Group Development Committee. These standing committees,

except where noted, report to the President. The President may be a guest at any standing

committee meetings.

Section 2. Composition of Standing Committees

Except where otherwise noted, the Chair of each standing Committee shall be designated by the

President, approved by the Board of Directors, and shall be appointed for a one‐year term to

coincide with the President's term of office. The President shall present these appointments to the

Board for approval (30) days prior to assuming office. Each committee shall consist of at least three

(3) members selected by its Chair; the list of committee members will be provided to the Board.

Where noted, committee membership requires Board approval.

Section 3. Role and Purpose of Standing Committees

A. Awards Committee

TxDLA provides recognition of outstanding achievements in statewide distance learning

through an annual awards program. The Awards Committee is charged with reviewing the

award categories and criteria to ensure they are appropriate, and with overseeing the

nomination and selection process of award recipients as approved by the Board of Directors.

Members of the committee are appointed by the Chair and approved by the Board of

Directors.

B. Conference Committee

It is anticipated that an annual conference will be held each year to provide members an

opportunity to network, share experiences and knowledge, and view new vendor products

and services. This annual conference also serves as the primary membership drive for the

year and generates revenue for the association's operating budget. Conference planning is

the responsibility of the Conference Committee, chaired by the President‐Elect or other

designee appointed by the Board of Directors. The Conference Committee Chair is

responsible directly to the Board.

C. Conference Site Selection Committee

The Conference Site Selection Committee will research all aspects of location and venue for

future TxDLA conferences as directed by the Board. The committee will compile and evaluate


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the information and make recommendations to the Board, who has final approval for

conference site locations and the awarding of contracts.

D. Finance Committee

Sound fiscal management and financial stability is crucial to the continued success of the

association. The Finance Committee, chaired by the Treasurer, shall advise the Board on

fiscal matters and shall be responsible for all financial matters including developing the

annual operating budget, expenditure guidelines, internal controls, and audits. The

President, President‐Elect, and Immediate Past‐President shall serve as members of the

committee with at least two additional members appointed by the Chair. While the

committee is responsible for the association's fiscal matters, it is the responsibility of any

member in good standing with knowledge or perception of any financial irregularity to report

such to the Finance Chair, President, or Chair of the Board of Directors.

E. Hall of Fame Committee

The Texas Distance Learning Hall of Fame Award recognizes long‐term distance‐learning

practitioners or advocates whose careers are characterized by exceptional commitment,

outstanding achievements, and enduring impact. Further, the award supports the TxDLA goal

of increasing recognition of achievement in distance learning. The award is intended to be an

honor of high distinction; accordingly, inductees into the Hall of Fame will be selected with

great care. The Hall of Fame Committee is chaired by the Immediate Past‐President, who is

responsible directly to the Board. The committee must be comprised of at least five members

appointed by the Chair and approved by the Board of Directors. If the Immediate Past‐President cannot serve as Chair, the Board of Directors will appoint a Chair.

F. Information Committee

The dissemination and collection of information is critical to the success of the association

and is the responsibility of the Information Committee. This committee shall be responsible

for all areas of marketing, website development and maintenance, and association

newsletters. The Chief Information Officer will chair this committee.

G. Membership Committee

The Membership Committee shall oversee the maintenance of accurate records of the

membership and shall, in all appropriate ways, urge those eligible to become members of the

association. All Board Members representing specific constituencies, as well as the Regional

Group Development Chair, will serve as ex officio voting members on the Membership

Committee.

H. Nominations and Elections Committee

The Nominations and Elections Committee will conduct all necessary Officer and Board

Member nominations and elections in a fair and impartial manner. The duties include

preparing the call for nominations and ballots for the officer and Board of Director positions

as set forth in these Bylaws, reviewing and certifying the official results for any elections, and

reporting this information to the appropriate person. To avoid any conflict of interest, the

Chair and committee members should not be on any ballot as a candidate for an officer or

Board Member position while serving on the committee.

I. Public Policy Committee

The Public Policy Committee will advocate TxDLA positions to policy makers including

government officials, legislative committees, and agencies that influence actions. The

committee will mobilize support statewide, actively participate in the ongoing discussions

and debates on distance education within the state and nationally, and endeavor to be

considered an active player by state and national officials.


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J. Regional Group Development Committee

Regional Groups support distance education and implement the goals of the association on

a regional basis. This committee is responsible for establishing and supporting regional

groups as described in Article X. The Chair of this committee is appointed by the Board of

Directors for a three‐year term. All regional group coordinators as well as the Chair of the

Executive Partnership Council serve as ex officio voting members of the committee.

Section 4. Standing Committee Reports

The Chair of each standing committee shall regularly apprise the President, or Board where noted, of

the committee's activities and shall provide a written report concerning such at each meeting of the

Board of Directors.

Section 5. Other Standing Committees

The President or Board of Directors may propose other standing committees as deemed necessary

for the purpose of carrying out the business of the association. Additional standing committees must

be approved by the Board who will state the purpose and responsibilities of the committee. The Chair

of any such standing committee shall be recommended by the President and approved by the Board.

Section 6. Special or Ad Hoc Committees

The President or Board of Directors may propose special or ad hoc committees as deemed

necessary for a specified period of time. Such committees must be approved by the Board who will

state the purpose and responsibilities of the committee and designate the estimated period of time

to complete the required task. Should the Board create a special or ad hoc committee, the President

shall appoint a Chair, who will appoint committee members to carry out the purpose for which it was

created.


Committee Chairs and Members are held to the same Code of Ethics as Board Members, stated in

section 12 of article VI.

ARTICLE IX: Executive Partnership Council

Section 1. Purpose

The Executive Partnership Council (EPC or Council), responsible directly to the Board of Directors,

furthers TxDLA's success in providing peer networking, information, and coordinated communication

channels across the broad spectrum of its membership. In large part, achieving this goal depends on

successful public/private partnerships. Public sector members benefit through an enhanced ability

to make well‐informed decisions when planning, purchasing, and implementing distance learning

products and services. Private sector members benefit through an

improved ability to identify the needs and characteristics of end‐users of those same products and

services. Both sectors benefit from TxDLA's basic philosophy of trust, commitment, and mutual

collaboration. To help achieve this, the Council has four goals:

A. The EPC will foster dialogue and enable the dissemination and collection of information to

benefit the public and private sectors as well as individual members.

B. The EPC will encourage collaborative public/private relationships and partnerships,

fostered in honesty and integrity, and initiate Council activities to advance the cause of

distance learning, TxDLA, and its members.


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C. The EPC will participate at all levels of TxDLA including the Regional Group level where

close collaborative relationships are encouraged.

D. The EPC will generate revenue for TxDLA by encouraging corporate sponsorships and

financial assistance, participating in the annual conference exhibit hall, and supporting

Regional Group meetings.

Section 2. Council Leadership and Composition

A. EPC Chair

The EPC Chair, nominated and elected by the Board of Directors, shall oversee the Council

and work to ensure attainment of its purpose and goals. In order for public/private

partnerships to be nurtured at all levels of TxDLA, the EPC Chair shall serve as a member of

the Board of Directors and as an ex officio voting member of the Regional Group

Development Committee.

B. Council Members

The Council is comprised of members in good standing representing public and private

sector organizations that have made a commitment to substantially support or sponsor

TxDLA operations and activities. EPC members shall be appointed by the EPC Chair to a

three‐year term to be reviewed and reaffirmed annually by the Chair. There are no limitations

on the number of terms a member may serve on the Council.

C. Qualifications

Council members shall be representatives of organizations that have made a commitment of

at least five thousand dollars (for‐profit organizations and companies) or at least three‐thousand dollars (non‐profit organizations and companies) over a maximum of a three‐year

period in cash, in‐kind products or services, or a combination thereof, to support or sponsor

TxDLA operations and activities.

Section 3. Duties of the Council

A. Activities and Conduct

The EPC will implement procedures and initiate activities to ensure that the goals identified

for the Council are realized. It is expected that EPC members will contribute to TxDLA's

overall success and mission and that Council activities will be conducted in a manner that

ensures the general TxDLA membership will reap the benefits of mutual cooperation and

access to timely and accurate information about products, services, and markets.

B. Meetings

Meetings of the EPC should be held at least two (2) times per year. In addition, meetings with

TxDLA's general membership are encouraged such as roundtable forums scheduled during

the annual conference or in conjunction with Regional Group meetings.

C. Reports

The EPC shall provide regular and on‐going reports to the Board of Directors.

D. Website Resource

Recognizing the importance of the dissemination and collection of information, the EPC shall

maintain a presence on the TxDLA website to provide members with access to the latest

information.


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ARTICLE X: Regional Groups

Section 1. Purpose

Regional Groups support distance education and implement TxDLA's goals, specified in Article II of

the Bylaws, on a geographic regional basis. In addition, Regional Groups:

A. provide input to the Board of Directors about how TxDLA can best encourage and utilize

regional cooperation in developing strategic plans, implementing strategies to meet regional

needs, and fulfilling TxDLA's mission and goals;

B. provide a local forum for distance education practitioners to meet, network, discuss

relevant issues, and learn from experts;

C. initiate activities and promote partnerships that fulfill TxDLA's mission and goals; and

D. enhance the professional practice of distance education and the image of TxDLA.

Section 2. Structure

TxDLA supports Regional Groups and will help to form and sustain groups as requested by the

organization's membership through the Regional Group Development Committee, as defined in

Article VIII. Regional Groups do not charge membership dues, and although regional group members

are encouraged to join TxDLA, membership in TxDLA is not required for participation in a Regional

Group.

Section 3. Regional Group Leadership

A. Regional Group Development Chair

The Regional Group Development Chair serves to encourage the development and growth of

Regional Groups and the attainment of each group's goals. The Chair serves as the liaison

among the Board of Directors, Regional Groups, and the Regional Group Development

Committee.

B. Regional Group Coordinators

Each Regional Group will appoint, by majority vote, one or more coordinators to plan and

organize the group's development and activities. Coordinators, who must be members in

good standing of TxDLA, are generally appointed for a two‐year term with review and

reaffirmation done each year by a majority vote of their respective Regional Group members.

A Regional Group Coordinator may serve an unlimited number of terms. The Regional Group

Coordinators serve as ex officio voting members of the Regional Group Development

Committee.

C. Regional Group Steering Committees

Regional Groups are encouraged to appoint steering committees to assist the Coordinator(s)

in helping the Group attain its mission and goals. Steering committee members may be

nominated and appointed by the regional group membership or they may be appointed by

the Regional Group Coordinator(s).

Section 4. Duties of the Regional Groups

A. Activities and Conduct

1. TxDLA's Success

Regional Groups, and their members, are expected to contribute to TxDLA's overall

success, mission, and goals.


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2. Group Management

Regional Groups are encouraged to operate in a relaxed, welcoming atmosphere. The

Chair of the Regional Group Development Committee will work with the Regional

Group Coordinators to find ways to finance group activities. Regional Groups are

encouraged to pursue in‐kind support from Regional Group members and assistance

from the Executive Partnership Council and the public sector.

3. Needs Identification

Regional Groups shall develop mechanisms such as surveys or focus groups to

identify the needs and characteristics of their particular region and shall share this

information with the Regional Group Development Chair.

4. Partnerships

Each Regional Group is encouraged to promote partnerships that fulfill the goals of

Regional Groups and TxDLA.

B. Meetings

It is recommended that Regional Groups hold at least four (4) meetings per year. Regional

Groups are encouraged to use meeting formats that best serve the needs of the group. The

Regional Group Development Chair will work with the Regional Group Coordinators to

formulate appropriate meeting agendas and opportunities to contribute to the success of the

Regional Groups and TxDLA.

C. Reports

The exchange of information between the Regional Groups and TxDLA's Board of Directors

and membership is critical to the attainment of the goals of TxDLA and the Regional Groups.

Therefore, the Regional Group Development Chair shall present a written report quarterly to

the Board of Directors. The report shall include a summary of activities from each regional

group.

ARTICLE XI: Parliamentary Authority

The rules, guidelines, and procedures contained in the latest version of "Robert's Rules of Order"

shall govern the business of TxDLA in all cases to which they are applicable and in which they are

consistent with the Bylaws of TxDLA. In the event of a conflict between the Rules of Order and the

Bylaws, such conflict will be resolved in favor of the Bylaws.

ARTICLE XII: Amendment and Revision of Bylaws

Section 1. Initiation

Proposed amendments or revision to the Bylaws may be initiated by the Board of Directors, standing,

special, or ad hoc committees appointed for the purpose of recommending or proposing

amendments to the Bylaws, or by petition of ten percent (10%) of the membership.

Section 2. Amendment or Revision

An amendment or revision to these Bylaws shall be ratified by two‐thirds (2/3) of the total votes cast

by the membership and be effective immediately thereafter.


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ARTICLE XIII: Dissolution

In the event of the dissolution of TxDLA, the laws governing incorporated societies in the state of

Texas will be followed. Upon legal counsel at that time, the Board of Directors will adopt a plan for

dissolution of TxDLA and distribution of all funds and property and rights thereto of the association.


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Certificate of Incorporation


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Tax Exempt Status – 501(c)(3)


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Texas Sales and Use Tax Exemption

Certification


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Board Policies

& Code of Ethics


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TxDLA Board of Director Code of Ethics Employment: Board Members may not be employed by TxDLA on a contractual or full‐time basis

during their term of service.

Compensation and Expenses: Members may not receive compensation for performing the duties

and responsibilities of their office. However, it is permissible to reimburse Members for justifiable

expenses related to meetings and those incurred while carrying out the duties of office.

Conflict of Interest: Members should recuse themselves from the voting process in circumstances

where there is a potential conflict of interest.

Fiscal Prudence: Members shall ensure that all compensation/salaries paid to any employee of the

organization will be reasonable for the services rendered and comparable with other like

organizations. Likewise, Members shall ensure that the expense of any product or service paid for by

the organization is fair and reasonable considering current market circumstances.

Board Member Agreement

As an officer or director of TxDLA, Inc., I am fully committed and dedicated to the mission and have

pledged to carry out this mission. I understand that my duties and responsibilities include the

following:

1. I am fiscally responsible, with other board members, for this organization. I will know what

our budget is and take an active part in reviewing, approving, and monitoring the budget, and

actively supporting the revenue generating activities to meet it.

2. I know my legal and fiduciary responsibilities for this organization and those of my fellow

board members, and I will honor these responsibilities. I am responsible to know and

oversee the implementation of policies and programs.

3. I accept the bylaws and operating principles of TxDLA, Inc. and understand that I am

morally responsible for the health and well-being of this organization.

4. I will actively promote TxDLA, Inc. and encourage and support its staff.

5. I will attend board meetings, be available for phone consultation, and serve on at least

one committee. If I am not able to meet my obligations as a board member, I will offer my

resignation.

6. In signing this document, I understand that no quotas are being set, that no rigid

standards of measurement and achievement are being formed. Every TxDLA board member

is making a statement of faith about every other board member. We are trusting each other

to carry out the above agreements to the best of our ability.

7. I will abide by TxDLA’s Board of Directors Code of Ethics.

Printed Name_________________________________________________________________________

Signature______________________________________________________ Date _________________


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TxDLA Conflict of Interest Policy

Conflict of interest arises whenever the personal or professional interest of a Board Member

is potentially at odds with the best interests of Texas Distance Learning Association (TxDLA).

It is the purpose of this policy to guide the Board to avoid even the appearance of

impropriety. No part of this policy excludes TxDLA from working directly or exclusively with

any business. Also it is not a conflict of interest to reimburse Board Members for expenses

incurred (such as the purchase of supplies).

If an issue should be brought before the Board where a Board Member or someone in

his/her immediate family has potential benefit that could be perceived as a conflict of

interest, the following procedures apply.

Board Member Responsibility

It is the responsibility of the Board Member to:

1. Identify the potential conflict of interest.

2. Not participate in discussion of the program or motion being considered.

3. Not vote on the issue.

Board Responsibility

It is the responsibility of the Board to:

1. Record in the minutes of the Board Meeting the potential conflict of interest.

2. Ensure the Board Member does not participate in the discussion.

3. Ensure the Board Member does not vote on the issue.

Note: Board Members are prohibited by the association by-laws from being paid employees of TxDLA.

Notification of Conflict of Interest

I, __________________________________, notify TxDLA I have the following potential

conflict(s) of interest:

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

_______________________________ ___________________

Signature Date


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Director & Officer Liability Insurance According to Chapter 22 of the Texas Business Organizations Code:

An officer or director of a nonprofit organization is not liable to the corporation or any other

person for an action taken or omission made by the officer or director in the person's

capacity as an officer or director unless the officer's or director’s conduct was not exercised:

(1) in good faith;

(2) with ordinary care; and

(3) in a manner the officer reasonably believes to be in the best interest of the corporation.

This section shall not affect the liability of the corporation for an act or omission of the officer

or director.

TxDLA purchases director’s and officer’s liability insurance on behalf of its governing body members

and to insure against potential liability of such members regardless of whether TxDLA, Inc. has the

power to indemnify the particular litigant. This policy insures the board and officers against

judgments or amounts paid in settlement of derivative suits and against expenses incurred by a

member even in circumstances in which a member has been found to have acted unlawfully or in

bad faith.


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Programs and

Services


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TxDLA Programs and Services Annual Conference

The TxDLA Conference offers three days of outstanding professional development, hands-on and

peer-to- peer learning opportunities, exploration of new trends through interactive learning

environments, in-depth presentations from distance learning experts, inspiring keynote speakers,

discovery of new products and services through exhibits, and plenty of networking in a fun

environment! A free one year TxDLA membership is included with full conference registration.

A scholarship program is available to cover registration costs for selected members.

Fall Leadership Workshop

FLWS is a time when individuals who wish to be actively involved in TxDLA get together to re-acquaint

themselves to the organization's mission and goals as well as continue to build action plans to take

TxDLA into the ever brighter future.

A scholarship program is available to cover registration costs for selected members.

Website

www.txdla.org

TxDLA’s website includes the following features:

News and Updates

Events

History

Board and Committee Listings

Award Recipients

Membership Information and Application

Regional Group Information

Industry Job Postings

Links to social sites and members-only website

Members-Only Website

Searchable membership directory

Awards and Scholarships submissions

Online transactions

Profile and contact update forms

Social Sites

Facebook: Texas Distance Learning Association

Twitter:

LinkedIn: Texas Distance Learning Association (TxDLA)

YouTube: TxDLA’s Channel

News at a Distance

TxDLA's e-newsletter contains informative links, events and announcements about distance learning

and is distributed several times a year to members.

http://www.txdla.org/


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Regional Groups

Regional groups encourage TxDLA members in various areas of the state to connect with one

another in meaningful ways to advance themselves both personally and professionally. From

networking receptions to complimentary idea swaps, regional groups allow members to build a

community of peers, advance their careers and volunteer within the distance learning industry.

Awards Program

TxDLA accepts nominations to honor the best and brightest leaders in distance learning. Many

practitioners are working diligently to grow programs and to utilize distance learning in exemplary

ways. A great way to showcase why Texas is becoming a leader in distance learning is through the

annual TxDLA Awards program. Awards are given to honor outstanding teachers, TxDLA members,

individuals and organizations and will be announced at the TxDLA conference each spring.

Hall of Fame

Outstanding Commitment to TxDLA

Outstanding Commitment to Excellence & Innovations in Distance Learning

Don Foshee Award for Outstanding TxDLA Leadership

John A. Baker Memorial for Excellence in K-12 Distance Learning

Don Foshee Memorial Grant

Executive Partnership Council (EPC)

The Executive Partnership Council (EPC or Council) furthers TxDLA's success in providing peer

networking, information, and coordinated communication channels across the broad spectrum of its

membership. In large part, achieving this goal depends on successful public/private partnerships.

Public sector members benefit through an enhanced ability to make well-informed decisions when

planning, purchasing, and implementing distance learning products and services. Private sector

members benefit through an improved ability to identify the needs and characteristics of end-users

of those same products and services. Both sectors benefit from TxDLA's basic philosophy of trust,

commitment, and mutual collaboration.

The Council is comprised of members in good standing representing public and private sector

organizations that have made a commitment to substantially support or sponsor TxDLA operations

and activities. EPC members shall be appointed by the EPC Chair to a three‐year term to be reviewed

and reaffirmed annually by the Chair. There are no limitations on the number of terms a member

may serve on the Council. EPC Members shall be representatives of organizations that have made a

commitment of at least five‐thousand dollars (for‐profit organizations and companies) or at least

three‐thousand dollars (non‐profit organizations and companies) over a maximum of a three‐year

period in cash, in‐kind products or services, or a combination thereof, to support or sponsor TxDLA

operations and activities.

The Council typically meets in conjunction with the Annual Conference and with Fall Leadership Workshop.

TxDLA Store

http://www.cafepress.com/txdlaonlinestore

Members may purchase TxDLA logo shirts, mugs, hats, glasses, and more through CafePress. Visit

the TxDLA Store and start "wearing your membership" today!

USDLA Membership

All current TxDLA members have access to the “Members Only” feature of the recently updated

USDLA website. In this section, USDLA offers various resources such as white papers, research and

statistics. In addition, another private social networking program is also available for meeting other

USDLA members in similar geographic areas or with similar interests

http://www.cafepress.com/txdlaonlinestore


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Board Job

Descriptions


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President DESCRIPTION: Chief executive officer

REPORTS TO: Membership, Board of Directors

TERM: 3 years – includes President-Elect, President and Immediate Past-President.

Elected by Membership

PURPOSE: Serves as chief executive officer of TxDLA and acts as official representative. Provides

general supervision, direction and control of the business of TxDLA.

RESPONSIBILITIES:

1. Heads the Executive Committee (Officers, Board Chair and Parliamentarian), whose purpose

is to aid the President in carrying out the instructions of the Board and providing oversight of

the day-to-day business of TxDLA.

2. Carries out instructions of the Board of Directors.

3. Represents TxDLA at any state or national meetings designated by the Board.

4. Performs other duties as delegated by the Board.

5. Appoints committee chairs 30 days prior to assuming office and periodically as needed, after

approval by board of directors. Committees include Awards, Conference (President-Elect

chairs), Conference Site-Selection, Finance (Treasurer chairs), Hall of Fame (Immediate Past-

President chairs), Information (CIO chairs), Membership, Nominations and Elections, Public

Policy, Regional Group Development (Regional Group Development Chair chairs).

6. Presides over, delegates tasks to, and keeps apprised of committee activities from appointed

committee chairs. Communicates regularly with committees and monitors committee task

lists and timelines.

7. Delegates and oversees completion of tasks assigned at or developed from board meetings

and Fall Leadership Workshop.

8. Presides over and develops agenda for Executive Committee meetings, recommended to be

held once a month. Notice should be given at least three days prior to the date of the

meeting.

9. Prior to taking office, works with Treasurer and Finance Committee to prepare an annual

operating budget (see expenditure guidelines).

10. Plans the Fall Leadership Workshop for strategic planning and social networking.

11. Attends board meetings, held four times a year.

12. Reports to the board on meetings attended, committee updates, and other association

activities.

13. Serves as a member of the Finance Committee.

14. Serves as an ex-officio member of the Membership Committee.

15. Serves as a guest at any standing committee meeting.

16. Writes welcome message for conference program.

17. Writes articles for newsletter.

18. Responds to correspondence on behalf of TxDLA, or delegates that correspondence to the

most appropriate individual.

19. Approves (or delegates) in writing any expenditures on behalf of the operating budget of

TxDLA.

20. Mentors and facilitates transition of president-elect to president.

21. Prepares annual report for presentation at annual membership meeting.

22. Consults with past-president as needed.

23. Typically presents annual awards at conference (excluding any special presenters, Don

Foshee Grant and Hall of Fame).


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24. Facilitates performance evaluation of management firm and renegotiation of management

contract each year.

25. In the event of the absence of the Board Chair, presumes the role of Board Chairtakes over

the role of Board Chair and has 30 days to replace this position with another board member

SKILLS NEEDED:

Leadership qualities, strong communication, interpersonal, and organizational skills. Ability to work

as a team and to work with a variety of personalities.

BENEFITS TO SERVING:

Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and

work styles. Personal fulfillment in carrying out a commitment to improve the organization,

continue the growth and to expand the reach of the constituencies. Improving job skills such as

conference planning, negotiating, financial planning and budgeting, public speaking, communication.

Approximate Number of Hours Per month: 20


43

President-Elect DESCRIPTION: Chair of Annual Conference, Incoming chief executive officer




PURPOSE: Serves as Chair of the Annual Conference and member of the Executive Committee.

RESPONSIBILITIES:

1. Presides over, delegates tasks to, and keeps apprised of the Conference Committee.

Communicates regularly with subcommittees and monitors task lists and timelines. The

Conference Committee is responsible for planning the Annual Conference, the primary

source of membership and revenue for TxDLA (see Conference Checklist for detailed

committee tasks).

2. Presides over and develops agenda for Conference Committee meetings.

3. Serves as a member of the Executive Committee (Officers, Board Chair and Parliamentarian),

whose purpose is to aid the President in carrying out the instructions of the Board and

providing oversight of the day-to-day business of TxDLA.


5. Carries out instructions of the Board of Directors and President.

6. Performs other duties as delegated by the Board or the President.

7. Should a vacancy occur in the office of President, the President-Elect shall assume the duties of the

President and serve the remainder of that term in addition to his/her own elected term.

8. Serve as chief executive officer in the President’s absence.

9. Prior to taking office as President (late spring), works with Treasurer and Finance Committee

to prepare an annual operating budget (see expenditure guidelines).


11. Reports to the board on conference activities.

12. Writes welcome message for conference program.

13. Writes conference articles for newsletter.

14. Responds to correspondence regarding TxDLA’s Annual Conference, or delegates that

correspondence to the most appropriate individual.

15. Approves (or delegates) in writing any expenditures under the conference budget of TxDLA.

16. Mentors and facilitates transition of incoming president-elect/conference chair.

17. Consults with president as needed.

18. Presents opening welcome address at conference.

SKILLS NEEDED:

Leadership qualities, strong communication, interpersonal, and organizational skills. Ability to work as a team

and to work with a variety of personalities. Negotiating skills in working with vendors and sponsors.


Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and

work styles. Personal fulfillment in carrying out a commitment to improve the organization,

continue the growth and to expand the reach of the constituencies. Improving job skills such as

conference planning, negotiating, financial planning and budgeting, public speaking, communication.

Approximate Number of Hours Per Month: 15-60 hours per month, averaging 25 hours per

month.


44

Immediate Past President

DESCRIPTION: Immediate Past President




PURPOSE: Serves on the Executive Committee and chairs the Hall of Fame Committee.

Serves in an advisory role to current President and President-Elect.

RESPONSIBILITIES:

1. Chairs the Hall of Fame Committee, which includes selection and recommendation of

committee members to the board, review of the nomination process, announcement

and marketing of the award to members, reviewing submitted applications, holding

committee meetings to select recipient(s), communicating with recipient(s) on travel

and payment arrangements for awards presentation, obtaining biography and photo

for conference program, and presenting award at the Annual Conference.

2. Chairs Don Foshee Memorial Grant Committee, which includes selection and

recommendation of committee members to the board, review of the application

process, announcement and marketing of the grant to members, reviewing submitted

applications, holding committee meetings to select recipient(s), communicating with

recipient(s) on travel and payment arrangements for awards presentation, presenting

award at the Annual Conference.

3. Serve on the Executive Committee (Officers, Board Chair and Parliamentarian),

whose purpose is to aid the President in carrying out the instructions of the Board

and providing oversight of the day-to-day business of TxDLA.


5. Performs other duties as delegated by the Board or President.

6. Attends Executive Committee meetings, recommended to be held once a month.



SKILLS NEEDED:

Leadership qualities, strong communication, interpersonal, and organizational skills. Ability

to work as a team and to work with a variety of personalities.


Enhancing leadership skills, meeting new people, learning to work with a variety of

personalities and work styles. Personal fulfillment in carrying out a commitment to improve

the organization and the industry, continue the growth and to expand the reach of the

constituencies. Improving job skills such as conference planning, negotiating, financial

planning and budgeting, public speaking, communication.



45

Chairman of the Board

DESCRIPTION: Chairman of the Board

REPORTS TO: Board of Directors, Membership (if Member-at-Large)

TERM: 3 years. May serve up to two terms, or 6 years. Elected by Board of Directors. Must

consent to serve as Chairman each year and be affirmed by a vote of the Board of Directors.

PURPOSE: Presides at all Board of Director meetings and initiates all votes on Board

business.

RESPONSIBILITIES:

1. Presides over the Board of Directors, the governing body of TxDLA, serving as an

advocate for the broader field of distance learning. The Board shall have the power to

formulate policies of the organization consistent with its purposes and subject to any

specific directions of the membership as duly adopted. The Board shall have

authority to conduct all business pertaining to TxDLA, either in person or

electronically, assuming responsibility for the management of the finances of the

organization and acting as custodian of the property of TxDLA.

2. Presides at and attends all Board meetings, held four times per year.

3. Develops agenda for all Board meetings.

4. Notifies in writing and distributes agenda of each Board meeting to Board of

Directors and TxDLA membership at least 72 hours prior to meeting. Meetings are

open to any TxDLA member.

5. Requests reports from committees and Board members for all Board meetings.

6. Initiates all votes on Board business via conference call, in person or electronically.

7. Designates another Board Member to preside at meetings if unable to attend or if

declines to preside.


9. Delegates tasks to individual members (primarily the President), and keeps apprised

of Board activities. Communicates regularly with President and Board Members and

monitors Board task lists and timelines.

10. Presents awards of appreciation to outgoing Board members.

11. Serves on the Executive Committee (Officers, Board Chair and Parliamentarian),




13. May call an Executive Committee meeting.

SKILLS NEEDED:

Leadership qualities, strong public speaking and verbal/written communication skills,

interpersonal and organizational skills. Ability to work as a team and to work with a variety

of personalities. Understanding of Robert’s Rules of Order. Commitment to attend each

meeting, confidence, firmness, a few years of active membership or involvement in TxDLA,

knowledge of how TxDLA functions.


46




the organization, continue the growth and to expand the reach of the constituencies.

Improving job skills such as public speaking, communication and leadership.



47

Secretary

DESCRIPTION: Secretary at Board and Executive Committee Meetings


TERM: 2 years – Elected by Membership; May serve a total of 2 terms, or 4 years.

PURPOSE: Keeps records of all membership, Executive Committee, and Board of Directors

meetings, serves on the Executive Committee.

RESPONSIBILITIES:

1. Documents each Executive Committee meeting and provides a report to each

Executive Committee member.

2. Records minutes for each Board meeting and provide each board member with a

copy. Once approved, ensure minutes are posted on the TxDLA website for all

members to view.

3. Ensures all minutes, policies and procedures are accurate, current and complete.

4. Compiles and keeps historical records of TxDLA.

5. Serves on the Executive Committee (Officers, Board Chair and Parliamentarian),




7. Performs other duties as delegated by the Board or President.



SKILLS NEEDED:

Attention to detail, excellent written communication skills, organizational skills, commitment

to timely completion of minutes, a few years of active membership or involvement in TxDLA,





the organization and the industry. Improving job skills such as organization and

communication.



48

Board Member-At-Large

DESCRIPTION: Board Representative elected by the general membership.

REPORTS TO: Board of Directors, Membership

TERM: 3 years – Elected by Membership; May serve a total of 2 terms, or 6 years. Term

begins on July 1 of year elected.

PURPOSE: Voting member of the Board of Directors which serves as the governing body of

TxDLA and advocates for the broader field of distance learning.

RESPONSIBILITIES:

1. Assists in formulating policies of the organization consistent with its purposes and

subject to any specific directions of the membership.

2. Assists in conducting all business pertaining to TxDLA, either in person or



3. Assists in development of the strategic direction, policies and procedures of TxDLA.

4. Supports TxDLA’s mission, goals and code of ethics.

5. Attends board meetings, held four times a year, and is prepared and informed about

issues on the agenda including review of board minutes and other materials

distributed prior to the meeting.

6. Contributes to meetings by expressing one’s point of view with the best interest of

TxDLA in mind.

7. Considers other points of view, makes constructive suggestions, encourages and

respects questions and discussions that help the board make decisions that benefit

TxDLA.

8. Regularly attends all local regional group meetings and other committee meetings

involved.

9. Volun teers for and willingly accepts assignments and completes in a thorough and

timely manner.

10. Actively recruits and nominates new board members and committee members.

11. Actively recruits new TxDLA members.

12. Serves as a mentor to newly elected board members.

13. Makes every attempt to attend TxDLA’s Annual Conference and TxDLA’s Fall

Leadership Workshop and volunteers as needed.

14. Encourages membership participation and involvement in TxDLA events and

committees.

15. Becomes knowledgeable about TxDLA.



SKILLS NEEDED:

Excellent communication skills, leadership skills, organizational skills, commitment to attend

and participate in meetings, a few years of active membership or involvement in TxDLA,



49





communication.

Approximate Number of Hours Per Month: 3


50

Board-Elected Directors /

Constituency Representatives

DESCRIPTION: Board Representative for a Specific Industry including a K-12 Education

Representative, Higher Education Representative, Vocational/Technical Education

Representative, Government/Military Representative, Corporate/Private Sector

Representative and Healthcare/Telemedicine Representative

REPORTS TO: Board of Directors, Membership Constituency Represented

TERM: 3 years – Elected by Board of Directors; May serve a total of 2 terms, or 6 years.

Term begins on July 1 of year elected.

PURPOSE: Advocate for the specific constituency represented including identifying needs,

promoting achievements, fostering leadership and maintaining communication channels.

RESPONSIBILITIES:

1. Acts as voting member of the Board of Directors which serves as the governing body

of TxDLA and advocates for the broader field of distance learning.








6. Represents needs of the constituency while serving on Board of Directors.





TxDLA and represented constituency in mind.



TxDLA.


involved.


timely manner.







51

16. Encourages constituency participation and involvement in TxDLA events and

committees.

17. Serves as a member of the Membership Committee.

18. Answers specific questions submitted through email or the website that pertain to

constituency represented.

19. Provides information and reports regarding constituency represented to newsletter

and website committees.




SKILLS NEEDED:

Affiliation with industry represented, excellent communication skills, leadership skills,

organizational skills, commitment to attend and participate in meetings, a few years of

active membership or involvement in TxDLA, knowledge of how TxDLA functions.





communication.



52

Chief Information Officer (CIO) The CIO is a business leadership position whose purpose is to drive change and innovation

for TxDLA through information technology. The CIO will lead information technology decision-

making for the routine operation of the organization, for event planning, preparation and

delivery, and for electronic communications through online marketing, social networking and

web presence. This position will serve as a liaison for all parties concerned with these

functions and other related items as revealed. The CIO must have a vision for the role of IT

and how it can contribute to successful operation of the association. He or she must be able

to communicate with courtesy and persuasiveness, and have the ability to deal effectively

with a wide variety of people as an advocate for TxDLA’s interests.

Responsibilities

Work closely with TxDLA management and external service providers on database

management and web design/functionality.

Work closely with the current TxDLA President by recruiting, organizing and chairing

the Information Committee, whose responsibilities include marketing, website

development and maintenance, and association newsletters per TxDLA bylaws.

Liaison with TxDLA standing and ad hoc committees whose responsibilities are

dependent upon IT functions.

Report to the Board of Directors and the Executive Committee on the status of

current IT operations, new initiatives and approved projects.

Coordinate negotiation of outsourced IT services and budgets, including recruitment

of volunteers to complete information technology tasks if budget is limited.

Coordinate IT planning and development of new systems for improved operation and

efficiency. During the first few years, this position will involve much transition of

moving the website over to new technology, researching and organizing new

technologies and tools for the association’s web presence, establishing budgetary

goals as well as a good volunteer committee based on plans, etc.

Participate in organizational strategic planning.

Recommend and monitor cutting edge technology for the benefit of TxDLA members.

Have frequent contact with management, vendors and other parties with business

related to information technology.

Qualifications

Executive experience with budgeting, strategic planning and administration

Management of complex technical projects

Knowledge and experience with IT systems

Understanding of database design and functionality

Understanding of web design and functionality

Effective oral and written communication skills – able to effectively work with a team

of volunteers

Ability to communicate technology issues well to all levels of understanding

Thorough knowledge and understanding of TxDLA daily management operations and

events


53

Strong knowledge or experience with system analysis and development, web

programming, enterprise resource planning (ERP), IT practices, telecommunications

and data communications

Database and server administration experience a plus

Self-starter with a willingness to be a hands-on CIO when the situation arises

Willingness to lead and work with numerous volunteers in order to meet the IT goals

of the organization

Skills

Business leadership

Strategic planning

Project management

Client services

Hands-on technology


54

Executive Partnership Chair

DESCRIPTION: Chairman of the Executive Partnership Council and Representative to the

Board

REPORTS TO: Board of Directors



PURPOSE: Chairs the Executive Partnership Council, which encourages the development

and growth of partnerships and the attainment the Council’s goals.

RESPONSIBILITIES:

1. Oversees the Executive Partnership Council and works to ensure attainment of its

purpose and goals.

2. Fosters dialogue and enables the dissemination and collection of information to

benefit the public and private sectors as well as individual members.

3. Encourages collaborative public/private relationships and partnerships, fostered in

honesty and integrity, and initiates Council activities to advance the cause of

distance learning, TxDLA, and its members at all levels, including the Regional Group

level.

4. Implements procedures and initiates activities to ensure that the goals identified for

the Council are realized, contributing to TxDLA's overall success and mission, and

ensuring the general TxDLA membership will reap the benefits of mutual cooperation

and access to timely and accurate information about products, services, and

markets.

5. Seeks and encourages corporate sponsorships and financial assistance.

6. Seeks and encourages corporate participation in the annual conference exhibit hall

and support of Regional Group meetings.

7. Keeps accurate historical records of contributions made by qualified EPC members

(representatives of public and private sector organizations that have made a commitment

of at least five-thousand dollars -- for-profit organizations and companies -- or at least

three-thousand dollars for non-profit organizations and companies over a maximum of a

three-year period in cash, in-kind products or services, or a combination thereof, to support

or sponsor TxDLA operations and activities). Reviews and reaffirms the list of members

annually.

8. Appoints and invites qualified partners to become members of the EPC for a three-

year term (unlimited terms) and determines appropriate contact information.

9. Organizes at least two meetings per year of the Council as well as meetings with

TxDLA’s general membership at the annual conference or at regional group meetings.

10. Provides a written report concerning activities of the Council at each meeting of the

Board of Directors.

11. Ensures that a list of partners is maintained on the TxDLA website to provide

members with access to the latest information.

12. Serves as a member of the Regional Group Development Committee.


55














TxDLA and its partners in mind.



TxDLA.


involved.


timely manner.






27. Encourages participation and involvement in TxDLA events and committees.

28. Assists in collection and submission of regional group information and reports to

newsletter and website committees.




SKILLS NEEDED:








communication.



56

Parliamentarian

DESCRIPTION: Parliamentarian at Board and Executive Committee Meetings

REPORTS TO: Board of Directors and Executive Committee

TERM: 3 years – Elected by Board of Directors; can serve unlimited terms.

PURPOSE: Nonvoting member who ensures that Board of Director and Executive

Committee meetings are conducted according to Robert’s Rules of Order and in compliance

with the Bylaws in order to improve the effectiveness of the organization’s meetings.

RESPONSIBILITIES:

1. Reviews agenda prior to each Board and Executive Committee meeting.

2. Reviews and studies Bylaws and Robert’s Rules of Order for understanding.

3. Assists the presiding officer (Chairman or President) by keeping track of the order of

those wishing to speak, motions, amendments, voting, etc., during meetings.

4. When requested, impartially advises presiding officer on questions of parliamentary

procedure and maintaining order in the meeting. If the parliamentarian has

expressed an opinion at the request of the presiding officer, the officer must still

make the ruling.

5. Ensures that the Board of Directors and Executive Committee follow the correct

procedures in meetings by using Robert’s Rules of Order.

6. Assists the Board of Directors and Officers with training and information on

parliamentarian procedures.



SKILLS NEEDED:

Strong public speaking and verbal communication skills, strong understanding of Robert’s

Rules of Order and ability to explain to others, training skills, detail-oriented, organizational

skills, commitment to attend each meeting, confidence, firmness, a few years of active

membership or involvement in TxDLA, knowledge of how TxDLA functions.




the organization and the industry. Improving job skills such as public speaking, organization

and communication.



57

Regional Group Development Chair

DESCRIPTION: Chairman of the Regional Group Development Committee and

Representative to the Board

REPORTS TO: Board of Directors, President (as Chair of Regional Group Development

Committee)



PURPOSE: Encourages the development and growth of Regional Groups and the attainment

of each Group’s goals. .

RESPONSIBILITIES:

1. Serves as the liaison among the Board, Regional Groups, and the Regional Group

Development Committee.

2. Presides as chair of the Regional Group Development Committee, which is

responsible for establishing and supporting Regional Groups. The committee consists

of all Regional Group Coordinators and the EPC Chair.

3. As chair of the Regional Group Development Committee, regularly apprises the

President of the committee's activities and provides a written report concerning such

at each meeting of the Board of Directors. The report shall include a summary of

activities from each Regional Group.

4. As chair of the Regional Group Development Committee, provides input to the Board

about how TxDLA can best encourage and utilize regional cooperation in developing

strategic plans, implementing strategies to meet regional needs, and fulfilling TxDLA’s

mission and goals.

5. Assists in allocation, facilitation and disbursement of funds used from the Regional

Group budget.

6. Communicates with Regional Group Coordinators about resources available to them

including the Regional Groups Guide, funds available for meetings from the operating

budget, listserv and electronic tools for meetings and communication.

7. Assists in formation and sustaining of regional groups.

8. May appoint Regional Group Steering Committees to assist Regional Group

Coordinators in attaining the regional group’s mission and goals.

9. Works with the Regional Group Coordinators to formulate appropriate meeting

agendas and opportunities to contribute to the success of the Regional Groups and

TxDLA.

10. Works with the Regional Group Coordinators to find no-cost or low-cost ways of

managing the groups when assistance is needed.

11. Updates and reviews the Regional Groups Guide and distributes to Regional Group

Coordinators.

12. Serves as a member of the Membership Committee.




58












TxDLA and regional groups in mind.



TxDLA.


involved.

22. Volunteers for and willingly accepts assignments and completes in a thorough and

timely manner.


24. Actively recruits new TxDLA members and encourages regional group coordinators to

carry out recruitment efforts at the regional level.




27. Encourages participation and involvement in TxDLA events and committees.

28. Assists in collection and submission of regional group information and reports to

newsletter and website committees.




SKILLS NEEDED:








communication.



59

Association

Management

Company

Contract (EAMI)


60

EAMI Contract – Current PROFESSIONAL MANAGEMENT AGREEMENT

This Professional Management Agreement (the "Agreement") is made and entered into by and

between TxDLA, Inc. (dba Texas Distance Learning Association), a Texas non-profit corporation

(hereinafter "TxDLA" or the "Association") and Executive Association Management, Inc. (hereinafter

"EAMI"). Each of TxDLA and EAMI is sometimes hereinafter referred to as a "party" and collectively as

the "parties."

RECITALS

TxDLA is a non-profit membership association and EAMI is in the business of providing a variety of

administrative management services to professional associations.

EAMI desires to provide TxDLA with consultative and administrative management services and TxDLA

desires EAMI to provide it with such services, all in accordance with the provisions of this agreement.

AGREEMENT

In consideration of the mutual promises herein contained, the parties hereby agree as follows:

1. Authority

a. EAMI

EAMI will administer the general and fiscal affairs of TxDLA under the general direction of

TxDLA's President and Board of Directors (hereinafter “Board”). EAMI acknowledges that

TxDLA's Board has ultimate authority over the management of TxDLA's affairs and EAMI shall

provide support as needed to Board members both individually and collectively.

b. Services Provided

Except as otherwise provided herein, at its sole cost and expense and in accordance with its

normal professional standards, EAMI shall provide TxDLA, to TxDLA's reasonable satisfaction,

the management services (hereinafter "Services") detailed in Exhibit A attached.

c. Limitations

No computer hardware or software of EAMI shall be used by anyone other than an employee

or agent of EAMI.


61

EAMI shall have no obligation under this Agreement to provide management services to any

affiliate chapters of TxDLA (e.g. regional groups, Oklahoma Distance Learning Association,

etc.).

d. Appointment of Executive Manager

EAMI shall appoint an Account Executive to serve as Executive Manager for TxDLA. The

Executive Manager is responsible for ensuring that EAMI provides the Services to TxDLA.

Within the limits of the TxDLA Bylaws, policies, and guidelines, the Executive Manager has

commensurate authority to provide these Services. TxDLA will include EAMI's Executive

Manager in communications and activities of the Association. At its discretion, EAMI shall

assign employees in addition to the Executive Manager to serve TxDLA in other capacities.

In the event that TxDLA determines in good faith that the appointed Account Executive is not

sufficiently qualified, then TxDLA can request a replacement by providing EAMI with written

notice of its dissatisfaction including cause. EAMI shall have forty-five (45) days from receipt

of such notice to select and appoint a replacement Account Executive. In the event TxDLA

finds in good faith that the replacement Account Executive is not sufficiently qualified, then

TxDLA shall have the right to terminate this Agreement immediately by providing EAMI with

written notice of such termination.

2. Fees and Expenses

a. In consideration for the Services to be provided hereunder TxDLA shall pay EAMI a monthly

management fee (hereinafter "Fee") to be renegotiated annually based on services

requested by TxDLA no later than 2 months prior to the commencement of each Association

budget year. The Fee will be paid at the beginning of each month for which Services are

provided.

b. The Fee will cover professional staff salaries and benefits, office space, equipment and

equipment repair, most general office supplies necessary to maintain the daily activities of

the executive office and furnishings, utilities, telephone equipment and services including

voice mail and long distance, and dues and subscriptions to publications and organizations

in the association management profession. TxDLA shall not be billed any additional amount

for such costs or expenses of EAMI.


62

c. Certain expenses expected to be incurred by EAMI on behalf of TxDLA, including those listed

below, are not included in the Fee and will be invoiced to TxDLA at the end of the month in

which any such expenses are incurred. Within ten (10) working days of receipt of each

expense invoice, TxDLA’s Treasurer shall review the EAMI invoice, verify each expense is

allowable and in accordance with TxDLA budgets, and then remit payment to EAMI of all

undisputed amounts. Disputed amounts are returned to EAMI for clarification or additional

documentation.

printing costs

sales tax, if applicable;

all postage including bulk postage fees and deposits;

copies, which will be billed at the rate of no more than $.10 per copy for black

and white $.45 per copy for color;

a toll-free telephone number or private phone number;

travel, including airfare, hotel, meals, ground transportation, parking and long

distance calls to the executive office exclusive to TxDLA business;

fax services, which will be billed $.50 per page for outgoing long distance faxes or

at cost for fax broadcasts made on behalf of TxDLA (there is no charge to receive

a fax);

and any parking fees incurred for TxDLA guests when visiting EAMI, which will be

billed at cost.

the cost of any required offsite storage facility for any TxDLA equipment, records,

files, archives or other materials.”

EAMI employees must receive prior approval to receive reimbursement for travel expenses.

Approval should be sought from the Conference Chair for travel related to the annual

conference. All other travel requests must be approved by the President. The rates

established by the Texas Comptroller of Public Accounts will be used for determining travel

reimbursements.

d. In addition to the expenses listed in paragraph 2(c), TxDLA shall be solely responsible for the

following:

Event costs;

Office supplies used solely by TxDLA;

Internet server and domain registration fees used exclusively for TxDLA;

Legal and accounting fees and expenses;


63

And any other contractor fees and expenses.

e. EAMI shall have authority to negotiate and enter into agreements for the purchase of goods

and services reasonably necessary to and in the ordinary course of TxDLA's business,

including such things as contracting with a printer to have publications duplicated or

arranging for materials shipping for TxDLA, provided that such agreements are consistent

with TxDLA's approved budget. EAMI shall not purchase any goods or services for TxDLA from

any entity related to EAMI without first disclosing to TxDLA the fact and nature of such

relationship.

f. EAMI shall receive no rebates, commissions, or credits for purchases, expenditures or

arrangements made with an outside vendor for TxDLA by EAMI and billed by the vendor

directly to TxDLA or a party designated by TxDLA without TxDLA's written acknowledgment

and consent.

3. Confidential Information

"Confidential Information" shall mean any and all oral or written information identified as

confidential provided to either party by the other or developed in the course of providing the

Services pursuant to this Agreement. Confidential Information may include, but is not limited to,

the terms of this Agreement, marketing plans, financial data, member information, and

personnel statistics. Neither party shall disclose or use the other's Confidential Information for

any purpose other than the purposes contemplated by this Agreement, unless such disclosure or

use is allowed by written permission of the other. Notwithstanding any other provisions hereof,

either party may disclose the other's Confidential Information to the extent required by applicable

law, but only after five (5) days prior written notification to the other of such required disclosure

unless otherwise mandated by law. Upon termination, cancellation or expiration of this

Agreement for any reason, or upon request by either EAMI or TxDLA, all Confidential Information

of the requesting party, together with any copies thereof, shall be returned to that party or

certified destroyed. TxDLA's Confidential Information shall remain the property of TxDLA and

EAMI's Confidential Information shall remain the property of EAMI.

4. Arbitration

The parties hereto agree to resolve all disputes arising hereunder in accordance with the

following:


64

a. If any dispute or controversy arises out of or relates to this Agreement or any alleged breach

hereof, the party desiring to resolve such dispute or controversy shall deliver a written notice

of the dispute, including the specific claim in the dispute ("Dispute Notice") to the other party.

If any party delivers a Dispute Notice, the parties involved in the dispute or controversy shall

meet at least twice within the thirty (30) day period commencing on the date of the Dispute

Notice and in good faith shall attempt to resolve such dispute or controversy through

negotiation.

b. If any dispute or controversy is not resolved or settled by the parties as a result of negotiation

pursuant to paragraph 4.a., the parties shall in good faith submit the dispute or controversy to

non-binding mediation before a retired judge of a federal district court or Texas district court

or some similarly qualified, mutually agreeable individual in the Austin, Texas, area. The

parties shall bear the costs of such mediation equally.

c. Any dispute or controversy between EAMI and TxDLA arising out of or relating to this

Agreement or any breach of this Agreement that is not resolved by mediation pursuant to

paragraph 4.b., or if the parties fail to agree upon a mediator within ninety (90) days after the

Dispute Notice, the dispute or controversy shall be settled by arbitration held in the Austin

area. Arbitration shall be conducted in accordance with the rules and procedures of the

American Arbitration Association for commercial disputes, then in effect. The arbitration of

such issues, including the determination of any amount of actual damages suffered by any

party hereto by reason of the acts or omissions of any party, shall be final and binding upon all

parties. The arbitrator shall not be authorized to award punitive damages with respect to any

such claim or controversy, nor shall any party seek punitive damages relating to any matter

under, arising out of or relating to this Agreement in any other forum. Except as otherwise set

forth in this Agreement, the cost of arbitration hereunder, including the cost of record or

transcripts thereof, if any, administrative fees, and all other fees involved, including

reasonable attorneys' fees incurred by the party determined by the arbitrator to be the

prevailing party, shall be paid by the party determined by the arbitrator not to be the prevailing

party, or otherwise allocated in an equitable manner as determined by the arbitrator. The

parties shall instruct the arbitrator to render his or her decision no later than ninety (90) days

after submission of the dispute to the arbitrator.

5. Termination of Agreement


65

a. Without Cause by Either Party

Either party may terminate this Agreement without cause by giving the other party ninety (90)

days written notice thereof.

b. For Cause by EAMI

i. In the event of a material breach by TxDLA of its obligations, EAMI shall give TxDLA written

notice of the specific nature of the breach and thirty (30) days to cure said breach to

EAMI’s reasonable satisfaction. If TxDLA does not satisfactorily cure within thirty (30) days,

EAMI may terminate this Agreement effective thirty (30) or more days after the date of the

written notice given. However, if the material breach is the failure of TxDLA to pay money

owed EAMI when due hereunder, then EAMI shall have the right to terminate this

Agreement on fifteen (15) business days written notice.

ii. EAMI shall have the right to terminate the Agreement immediately upon the dissolution or

filing for voluntary or involuntary bankruptcy (or its equivalent) by TxDLA. In such event,

this Agreement shall be terminated upon receipt of written notice of termination from

EAMI communicated to TxDLA.

c. For Cause by TxDLA

i. In the event of a material breach by EAMI of its obligations, TxDLA shall give EAMI written

notice of the specific nature of the breach and thirty (30) days within which to cure said

breach to TxDLA's reasonable satisfaction. If EAMI does not satisfactorily cure said breach

within thirty (30) days, TxDLA may terminate this Agreement effective thirty (30) or more

days after the date of the written notice given.

ii. TxDLA shall have the right to terminate the Agreement immediately upon the dissolution

or filing for voluntary or involuntary bankruptcy (or its equivalent) by EAMI, or upon the

taking of dishonest or fraudulent actions by EAMI. In such event, this Agreement shall be

terminated upon receipt of written notice of termination from TxDLA communicated to

EAMI.

d. Effect of Notice of Termination

i. The Fee shall be prorated to and including the day of termination. All allowable expenses

incurred shall be payable in full. Any other obligation due and owing by either party to the


66

other at the time of termination shall remain in full force and effect and shall survive

termination of this Agreement until such obligation is satisfied, unless otherwise agreed in

writing by both parties.

ii. Up to 5:00 p.m. Central Standard Time on the day of termination, EAMI shall be obligated

to maintain a full level of service to TxDLA and to cooperate fully with TxDLA and any

TxDLA staff or management company in the implementation of a transition plan provided

by TxDLA.

e. Rights and Obligations Upon Termination

i. Within thirty (30) days of the effective date of termination of this Agreement, EAMI shall

deliver to the President, or to such person or location as directed by the President, all

TxDLA records, documents, materials and other tangibles in its keeping in respect to its

management of TxDLA, including information contained in electronic files, in whatever

form maintained and stored by EAMI. All electronic data will be retained by EAMI until

acknowledgement of receipt is given to EAMI by TxDLA.

ii. EAMI shall not keep or allow use of any copies or duplications of such records, documents

or materials except samples of non-confidential materials, which EAMI may retain for its

own purposes.

6. Governing Law and Venue

This Agreement shall be governed by and construed under and in accordance with the laws of

the State of Texas.

7. Assignment

Neither party may assign this Agreement to any third party without the prior written consent of

the other party. Any attempted assignment without the required written consent shall be null and

void.

8. Legal Construction

In the event one or more of the provisions contained in this Agreement shall for any reason be

held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability

shall not affect any other provisions thereof.


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9. Survival

The following provisions shall survive termination of this agreement: sections 3, 4, 5, 6, 7, 8, 9,

10, 11, 12 and 13.

10. Relationship of Parties

EAMI shall be an independent contractor, and not an employee of TxDLA, in the performance of

all obligations hereunder; nothing in this Agreement shall be construed to create a partnership,

joint venture, or employment relationship between EAMI and TxDLA.

11. Modification of Agreement

No modification, renewal, extension, or termination of this Agreement or any provision herein

contained shall be binding upon either party unless it is made in writing and signed by a duly

authorized officer or representative of each party.

12. Prior Agreements Superseded

This Agreement constitutes the sole agreement of the parties hereto with regard to

contemporaneous understandings or written or oral agreements between the parties respecting

the subject matter of this Agreement.

13. Failure to Enforce

The failure of either party to enforce at any time, or for any period of time, a provision hereof

shall not be construed to be a waiver of such provision or the right of such party thereafter to

enforce each and every such provision.


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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of this 1st day of

February, 2013 (the "Effective Date").

Agreement is executed to be retroactively effective July 1, 2012 (the "Start Date").

TxDLA, Inc. Executive Association Management, Inc.

_______________________________________ _______________________________________

By: Michelle Duran By: Michael T. Marks

Title: President Title: President

Date: ___________________________________ Date: __________________________________


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EXHIBIT A

Services Provided by EAMI, Inc.

In providing all services, the Executive Manager will be economically-responsible.

1. Administration and Strategic Planning Duties

1. EAMI will

Appoint an Executive Manager to serve under the direction of the President

and the Board of Directors.

Establish and maintain an Association presence including a permanent

physical address, receptionist services, and the answering of TxDLA phone

calls to include general association/member inquiries and other support

services as necessary during normal business hours to include 8:00 a.m. -

5:00 p.m. CST Monday through Thursday and 8:00 a.m. - 4:00 p.m. CST

Fridays with the exception of traditional holidays and the days between and

including Christmas Eve day and New Year’s Day.

Provide secure backup and offsite storage of Association database, legal

documents, financial records, and all other electronic TxDLA files to provide

for disaster recovery in the event of fire, theft, or computer failure.

Will mail and ship items as needed, provide filing and general office services,

and manage inventory of materials, stationery and supplies.

Maintain a complete knowledge of state and federal laws affecting all

aspects , including financial, of non-profit organizations and make

recommendations to the Board of any necessary changes, included but not

limited to the Association Bylaws or articles of incorporation required by

changes in the law.

Recommend attorney, Certified Public Accountant, or other professional

service if TxDLA so desires.

2. The Executive Manager

has authority for managing the Association’s administrative and fiscal

affairs within the established Bylaws and guidelines.


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will actively participate with the Board in the development of short and

long-range objectives that support the mission and goals of the

Association.

will recommend and participate in the development and

implementation of activities and programs in support of the objectives

Plan, organize, direct and coordinate EAMI staff and volunteers of the

association to support the association’s goals and objectives, and

support member needs in a cost-effective and time-efficient manner.

Handle Association correspondence as needed and develop and

distribute press releases as requested.

Serve as resource for members who have questions.

Serve as a liaison for affiliated and allied associations (e.g., USDLA).

2. Board of Directors and Committees

The Executive Manager will:

Maintain, in collaboration with the Board, position descriptions for all Board and Officer

positions.

Implement and maintain, in collaboration with the Board, a manual to assist new Board

members transitioning onto the Board.

Make logistical arrangements for Board meetings.

Assist the Board Chair with the preparation of the meeting agenda, and compile and

distribute meeting materials to officers, committee members, and other parties as

necessary.

Be present at all quarterly Board meetings, including but not limited to two in person

meetings held at annual events and two held via audio conference, and serve as an

information resource during the meetings.

Participate in Executive Committee meetings held monthly via audio conference or in

person as requested.

Provide the necessary liaison and staff support to committee chairs and committees to

enable them to properly perform their duties.

Execute all decisions of the Board and Executive Committee as requested.

Will participate in other standing or ad hoc committee meetings as requested, when

scheduling permits.

3. Finance


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1 Maintain all financial records and transactions of the Association in a computerized financial

accounting system in accordance with standard accounting procedures.

2 Prepare quarterly and annual financial reports including an income statement and balance

sheet for annual review and/or audit and other periodic reports as requested by TxDLA.

3 Assist the association with preparing all tax return documents and ensuring that they are

filed on time.

4 Manage the association’s checking, saving, investment, and credit card accounts in

accordance with guidelines established by the Board, the Executive Committee, the

Conference Committee, and/or the Finance Committee, to include the following

responsibilities:

a Pursue, receive and make timely deposits of all funds received.

b Reconcile all monthly bank statements.

c Prepare checks for payment of all expenses incurred by the association with approval

by a TxDLA authorized officer.

d Provide recommendations for income generating or cost saving initiatives as

appropriate.

5 Assist the President and Finance Committee in developing an annual operating budget for

the association.

6 Generate and distribute membership dues invoices for memberships not included in the

annual conference and process all dues payments.

7 Maintain all accounts receivables and payables and coordinate the collection of all payments

due to the Association.

4. Membership

1 Conduct a needs assessment of the membership to identify services that can be provided by

TxDLA to enrich the value of membership.

2 Recommend and participate in the development and implementation of activities and

programs to support identified membership needs.


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3 Work with the Membership Committee to develop and implement an annual membership

recruitment program, including the production of print, email, and web-based professional

prospecting materials, to attract new members.

4 Maintain an online directory of current, past, and potential members, and any other

membership records the Association desires, that is accessible by TxDLA officers, Board, and

members.

5. Conference and Fall Leadership Workshop

1 Assist the Conference Chair in developing the proposed Conference budget.

2 Research and recommend sites for conferences and meetings.

3 Negotiate contracts, as requested, with hotels, convention centers, decorating companies,

audiovisual companies, speakers, and other vendors and variety entertainers.

4 Assist the President with planning the annual Fall Leadership Workshop and the Conference

Chair in planning the annual conference, including identifying speakers and/or activities

appropriate for the event.

5 Promote the Conference or workshop in Association publications and through other methods

of promotion, respond to inquiries, and process all registrations.

6 Design and produce conference materials (e.g., name badges for all attendees, exhibitors,

and guests) and assist with the preparation and production of the Conference program.

7 Provide onsite management of the conference or workshop, including supervising the

registration desk during posted times and ensuring adequate staffing during peak check-in

periods, and coordinating audio/video services, catering orders, room setups, and

entertainment.

8 Assist the Exhibit Hall Chair in the recruitment of Sponsors and Exhibitors.

9 Provide coordination of the Conference Exhibit Hall to include handling exhibitor registration,

coordinating decorating services, and providing on-site facilitation.

10 Ensure preparation of awards, plaques, and certificates to be presented at the Conference or

workshop.

6. Website Services


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1 Manage the development (i.e., content, design, and functionality) and stable operation of the

public and member’s only TxDLA websites with guidance and input from the Chief

Information Officer and President.

2 Manage development (i.e., content, design, and functionality) and stable operation of the

Conference website with guidance and input from the Conference Chair and Conference

Website Chair.

3 Use reasonable efforts to ensure integrity and currency of all website content and

functionality, making corrections, edits, and updates to the website as necessary.

4 Conduct research as requested for any new website services.


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Committees


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Awards Committee TxDLA provides recognition of outstanding achievements in statewide distance learning

through an annual awards program. The Awards Committee is charged with reviewing the

award categories and criteria to ensure they are appropriate and with overseeing the

nomination and selection process as approved by the Board of Directors.

2014-15 Awards Committee

Adriana Reza, Chair

Distance Learning

Coordinator

Texas State Aquarium


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Awards Committee Policies


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79


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81


82


83


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Executive Partnership Council (EPC) The Executive Partnership Council (EPC or Council) furthers TxDLA's success in providing

peer networking, information, and coordinated communication channels across the broad

spectrum of its membership. In large part, achieving this goal depends on successful

public/private partnerships. Public sector members benefit through an enhanced ability to

make well-informed decisions when planning, purchasing, and implementing distance

learning products and services. Private sector members benefit through an improved ability

to identify the needs and characteristics of end-users of those same products and services.

Both sectors benefit from TxDLA's basic philosophy of trust, commitment, and mutual

collaboration.

2014-15 Executive Partnership Council

Oscar Hernández, Ex

officio Chair Executive Director of

Planning and Assessment

Texas A&M University-

Kingsville

Susan B. Barnett

CEO

Designs That

Compute/Visionality


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Finance Committee The Finance Committee assists in reviewing and planning the budget in May and June. The

committee is on call for financial reviews and policy decisions throughout the year.

2014-15 Finance Committee

Mark E. Workman, Ex

officio Chair

TxDLA Treasurer

Dean of Distance Learning

Blinn College

Patricia “Trish” Ritschel-

Trifilo, ex officio member

TxDLA President

Distance Learning Specialist

Wayland Baptist University

Michelle Durán, ex officio

member

TxDLA Immediate Past

President

Director of Distance

Learning and Instructional

Technologies


Kingsville

Randy McDonald, ex

officio member

TxDLA President-Elect

Director of Instructional

Technology and Distance

Education

Stephen F. Austin State

University

Kevin Eason, member

Christina Cross, member

Director of Online

Technologies

Lone Star College System


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Hall of Fame Committee The Texas Distance Learning Hall of Fame Award recognizes long-term distance-learning


outstanding achievements, and enduring impact in the field of distance learning. The award

is intended to be an honor of high distinction; accordingly, inductees into the Hall of Fame

are selected with great care. The HOF Committee will evaluate all nominations according to

the criteria stated in these policies and procedures and will recommend inductee(s) to the

TxDLA Board. Induction of the recommended nominee(s) into the Hall of Fame is contingent

upon the Board's approval by majority vote.

2014-15 Hall of Fame Committee

Michelle Durán, Ex officio

Chair

TxDLA Immediate Past

President

Director of Distance Learning

and Instructional

Technologies


Kingsville


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TxDLA Hall of Fame Inductees


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The Texas Distance Learning Hall of Fame

Award Policies and Procedures

The Texas Distance Learning Hall of Fame Award recognizes long-term distance learning


outstanding achievements, and enduring impact. Further, the award supports the TxDLA

goal of increasing recognition of achievement in distance learning. The award is intended to

be an honor of high distinction; accordingly, inductees into the Hall of Fame will be selected

with great care.

1. Award Eligibility

These criteria will be used in determining eligibility:

The Hall of Fame award recognizes individuals, not organizations, institutions or

corporations.

Eligible individuals are distance-learning practitioners or advocates whose careers

have been Texas-based or at least that portion of it that merits a Texas Distance

Learning Hall of Fame Award.

Texas must be a major, not necessarily exclusive, beneficiary of their

accomplishments.

It is not necessary that honorees be currently active in distance learning.

Their current residence may be in state or out of state.

Current or past TxDLA membership is not required.

Induction into the Hall of Fame may be awarded posthumously.

2. Qualities and Characteristics of Hall of Fame Honorees

Honorees will be individuals who clearly possess most or all of these attributes:

a successful distance learning career of practice or advocacy for a substantial

duration of time.

accomplishments of exceptional noteworthiness and lasting value, benefiting large

numbers of Texas citizens

pushed the envelope as an innovator

served as a pioneer to pave the way for others

advanced distance learning as a career field or mode of instructional delivery

exceptional commitment to distance learning (overall impact)

3. Nomination Process

The nomination process will be conducted as follows:

A call for nominations will be issued each year and any TxDLA member in good

standing may submit a nomination.

Self-nominations will not be accepted.

A completed nomination packet is required and shall consist of an application, a

letter of nomination, a maximum three letters of support, and a biography of no more

than one page.

A nomination may be resubmitted in subsequent years.


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4. Selection Process

The immediate past president will select and chair a Hall of Fame (HOF) Committee

composed of at least five members. While the HOF committee is a standing committee, the

immediate past president, not the current TxDLA president, is charged with selecting the

committee members. The TxDLA Board, however, holds its usual approval authority of

committee membership. If the immediate past president cannot serve as HOF Committee

Chair, the TxDLA president will appoint a chair. The HOF Committee will evaluate all

nominations according to the criteria stated in these policies and procedures and will

recommend inductee(s) to the TxDLA Board. The HOF evaluation form (found on the next

page) will serve as a quantitative tool for ranking nominees, but the selection committee will

consider the entire nomination packet in making its recommendation. Induction of the

recommended nominee(s) into the Hall of Fame is contingent upon the Board’s approval by

majority vote. Each year’s Hall of Fame inductee(s) will be announced one month before the

TxDLA annual conference.

5. Number to Be Honored Annually

Typically, only one individual will be inducted into the Hall of Fame each year. In the event

that more than one equally exceptional and deserving individual is nominated in the same

year, more than one nominee may be recommended for induction. If the HOF Committee

determines that none of the nominees in a given year deserve the award, it may recommend

that no award be given that year.

6. To be Received by the Inductee

Each year’s inductee(s) will receive a complimentary TxDLA Conference registration and an

award memento. The inductee’s photo and biography will be added to the Hall of Fame page

on the TxDLA website by the Chief Information Officer. If needed, a travel stipend of up to

$500 will be available for the inductee or individual accepting the award on the inductee’s

behalf. The Awards Committee Chair will be responsible for the award memento.

Requested Action: On June 27, 2005, the TxDLA Board of Directors adopted the policies

and procedures stated above for administering the Texas Distance Learning Hall of Fame

Award and approved the complimentary conference registration(s) and $500 travel

stipend(s).

Hall of Fame Committee for Developing Policies and Procedures: Ron Thomson, Chair, Dr.

Kevin Eason, Dr. Deborah Harrison, Marta Hubbard, Patrick Pluscht, and David Wissore.


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Hall of Fame Evaluation Form For each nominee, assign points for each of the criteria below. Add comments as appropriate.

Max Points Rating

1. Successful distance learning career of practice or advocacy of substantial duration. Comments:

15

2. Accomplishments of exceptional noteworthiness and lasting value, benefiting large numbers of Texas students. Comments:

15

3. Pushed the envelope as an innovator Comments:

15

4. Served as a pioneer to pave the way for others Comments:

15

5. Advanced adoption of distance learning as a career field or mode of instructional delivery Comments:

15

6. Exceptional commitment to distance learning; overall impact of contributions to the field Comments:

25

TOTAL


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Information Committee The dissemination and collection of information is critical to the success of the association

and is the responsibility of the Information Committee. This committee shall be responsible

for all areas of marketing, website development and maintenance, and association

newsletters. The Chief Information Officer will chair this committee.

2014-15 Information Committee

Mike Ayala, Ex officio voting

Chair

TxDLA CIO

Instructional Technologist

South Texas College


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Membership Committee The membership committee recruits new members and strives to find and improve benefits

for existing members of TxDLA. The committee communicates with regional group

coordinators to assist them with activities for their regional membership meetings, and

develops ideas for marketing TxDLA through membership drives. The TxDLA board of

directors occasionally requests the membership committee to research specific issues

related to membership, such as constituency representation. Finally, the membership

committee helps welcome new members and assists with effective communication of the

benefits of membership to all TxDLA members.

2014-15 Membership Committee

Christina Cross, ex officio

voting member

TxDLA 2-Year Higher

Education Director

Director of Online

Technologies

Lone Star College System

Anne Herndon, ex officio

voting member

TxDLA Nonprofit Director

Director of School and Group

Programs

Fort Worth Museum of

Science and History

John Copeland, ex officio

voting member

TxDLA Corporate/ Private

Director

Territory Manager

VBrick

Mary Smith, ex officio

voting member

TxDLA K-12 Director

Assistant Director

Education Service Center,

Region 7

Louis LeDoux, ex officio

voting member

TxDLA

Government/Military

Director

Director of the Center for

Learning Management

Texas Department of

Assistive and Rehabilitative

Services

VACANT, ex officio voting

member

TxDLA 4-Year Higher

Education Director

Elaina M Cunningham, ex

officio voting member

TxDLA Regional Group

Development Chair


Panhandle-Plains Historical

Museum


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Nominations & Elections Committee The role of the Nominations and Elections Committee is to conduct all necessary

nominations and elections in a fair and impartial manner. The duties include preparing the

call for nominations and ballots for the officer and Board of Director positions as set forth in

these Bylaws, counting the votes for any elections, and reporting this information to the

appropriate person. To avoid any conflict of interest, the Chair and committee members

should not be on any ballot as a candidate for an officer or Board position while serving on

the committee.

2014-15 Nominations and Elections Committee


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Public Policy Committee The Public Policy committee scouts for news, regulations, and issues of interest concerning

distance learning in general or impacting the membership of TxDLA. The committee's job is

to stay abreast of what the agenda setters are doing and keep the TxDLA board and

members informed of public policy issues that may affect the association, members, or jobs.

2014-15 Public Policy Committee


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Regional Group Development Committee TxDLA supports Regional Groups and will help to form and sustain groups as requested by

the organization's membership through the Regional Group Development Committee. TxDLA

has organized ten regional groups within the state. The purpose of the regional groups is to

network with colleagues in the area through periodic meetings which might be hosted by a

member or TxDLA partner. These meetings bring professionals together for sharing of

activities and ideas with the intent to work together. Each region has coordinators to

facilitate activities and communication to area members, and each coordinator is a member

of this committee.

2014-15 Regional Group Development Committee

Elaina M Cunningham, Ex

officio Chair

TxDLA Regional Group

Development Chair


Panhandle-Plains Historical

Museum


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Regional Group Coordinators Guide


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99


100


101


102


103


104


105


106


107


108


109


110


111


112


113


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Financial

Overview and

Documents


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Financial Management Policies and

Procedures

The purpose of these policies and procedures is to affirm two principals: 1) the Board of

Directors (Board) has legal fiduciary responsibilities as outlined in the Bylaws, and 2) the

Executive Committee is made up of the TxDLA Officers and the Chairman of the

Board, duly elected according to the Bylaws approved by the membership, and trust in their

decision-making ability has been affirmed. These policies and procedures give the Executive

Committee maximum latitude to maintain the day-to-day business while ensuring Board

accountability for annual revenue and expenses. These Fiscal

Management Policies and Procedures were adopted by the TxDLA Board of Directors.

The policies and procedures may be revised or amended by majority vote of the Board.

In summary:

The Executive Committee operates under these policies and procedures that ensure

the association remains solvent and in good financial standing.

The Finance Committee, chaired by the Treasurer and comprised of the President,

President-Elect, Immediate Past-President and at least two additional members,

prepares the annual operating budget and a capital budget if necessary for the

upcoming fiscal year for review and approval by the Board of Directors, reviews

monthly financial reports, and advises on financial decisions. Upon budget approval,

the Executive Committee as a whole, with appropriate approvals as outlined, has

general expenditure-making authority within the budgeted line items.

The Conference Committee Chair develops a conference budget for review and

approval by the Board of Directors. The conference budget must be given careful

consideration as the revenue generated by the conference will fund the operating

budget for the upcoming fiscal year while maintaining adequate reserves as

determined by the Board. Upon budget approval, the Conference Committee Chair,

with appropriate approvals as outlined, has general expenditure-making authority

within the budgeted line items.

A. Annual Operating Budget

1. The President-Elect with the Finance Committee will prepare the annual operating

budget based on actual conference income, projected additional income, and

proposed expenditures during the upcoming fiscal year. The annual budget should

include projected income and expenditures in all major budget categories, not

including budgeted items for the upcoming annual meeting and conference.

2. The proposed annual operating budget must be submitted to the Board by June1st.

The Board will review and submit questions to the Finance Committee in order to

take action on the budget by recommending revisions or approving as submitted.


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3. The Board must approve an annual operating budget for the upcoming fiscal year by

June 15th of that year.

4. The following objectives should guide current period expenditures: (1) achieve the

association goals outlined in the budget and the Fall Leadership Workshop and (2)

use unspent funds to increase restricted assets for future expenditures.

5. The President may propose that the Treasurer move budgeted amounts between

major expenditure categories in the general operating budget during the fiscal year.

Approval may be given by the Executive Committee without Board approval provided

any line item change does not exceed 30% of the line item and the total budgeted

expenditures remain unchanged. The Treasurer must subsequently forward a revised

budget to the Board for notification of the changes.

6. If at the end of the second quarter of a fiscal year there is an excess or deficiency of

25% above or below the projected income, the President will discuss actions with the

Finance Committee, and the Finance Committee will submit the proposed actions to

the Board as appropriate. With regard to a deficit, this will include a reduction to one

or more budgeted line items and the Finance Committee will submit the amendment

to the annual operating budget. In the event of an overage, additional expenditures

may be proposed.

B. Capital Budget

1. The President-Elect with the Finance Committee will prepare a capital budget based

on specific project(s) identified and discussed with the Executive Committee. The

capital budget should include all projected expenditures related to making the

identified project fully operational in specific categories for the board to be able to

understand the various components involved in the project (e.g. materials, labor,

contractors, contracted services, etc.)

2. The capital budget will follow the same submission guidelines as the operating

budget.

3. The President may propose that the Treasurer move budgeted amounts between

expenditure categories during the fiscal year. Approval may be given by the Executive

Committee without Board approval provided the total budgeted expenditures remain

unchanged. The Treasurer must subsequently forward a revised budget to the Board

for notification of the changes.

4. The actual capital expenditures may not exceed the budgeted amounts.

5. The Treasurer will file a capital budget report at each board meeting that occurs

when a capital budget is active.

C: Annual Conference Budget


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1. The Conference Committee Chair will develop a conference budget based on

expected revenue and expenditures related to the annual meeting and conference.

Contracts for the conference venue/lodging, which are typically signed prior to

development of the conference budget, must be approved by the Board as this is a

binding liability (debt) for the association.

2. The proposed conference budget must be submitted to the Board of Directors for

approval no later than four (4) months prior to the conference. A conference budget

must be approved before any funds may be expended.

3. Expenses related to future conference site selection and early planning meetings will

be paid from a line item for pre-conference planning expenses included in the annual

operating budget.

4. The Conference Committee Chair may propose that the Treasurer move budgeted

amounts between major expenditure categories in the conference budget during the

fiscal year. Approval may be given by the Executive Committee without Board

approval provided any line item change does not exceed 30% of the line item and the

total budgeted expenditures remain unchanged. The Treasurer must subsequently

forward a revised budget to the Board for notification of the changes.

D. Restricted and Unrestricted Assets

1. A minimum of the remaining balance of the current annual operating budget, or an

amount determined by the Board of Directors, must be maintained in the association

accounts as unrestricted assets. An equal amount must be maintained in associating

accounts as restricted assets.

2. Since annual operations are funded from the prior year’s conference and the

possibility exists that a conference may not occur, the organization should act to

provide for continuing operation in that case. There should be a concerted effort of

building of restricted assets to equal approximately three (3) years of operating

expenses.

3. After the close of a financial period, the Treasurer will determine the need to allocate

funds to restricted assets and make such a recommendation to the Board of

Directors.

E. Investments

1. A minimum of the unspent current operating budget plus 30% must be held in

checking accounts. Other funds may be moved to longer term investments to benefit

from higher rates of return.

2. The association may use one or more Investment Counselors to assume the

investment management functions with the approval of the Board of Directors.

3. Longer term investments may be placed only in the following types of securities:


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a. Cash interest bearing accounts or annuity plans,

b. Federally-insured Certificates of Deposit,

c. Obligations of the United States Government or its agencies,

d. Corporate bonds and notes rated A or better by Moody’s and Standard &

Poor’s.

e. Money market funds that invest in securities approved under these

guidelines.

4. A schedule of investments and performance report shall be presented to the Board

of Directors every quarter or more often as requested.

F. Expenditures

1. Expenditures must be tied to an approved budget line item and must receive email or

other written authorization by the President for annual operating expenses, and the

Conference Chair for conference-related expenses.

2. Expenditures above the approved budgeted line item amounts may be approved by

the Executive Committee without further Board action (with appropriate authorization

and within the line item change guidelines) if the total amount of the expenditure is

within the following amounts:

a. $500 or under – approved by any one member of the Executive Committee,

other than the member requesting the funds;

b. $501 - $2,500 – approved by any two members of the Executive Committee

providing the amount is equal to or less than 30% of current cash on hand.

Expenditures above the approved budgeted line item amounts must be approved by

the Board if the total amount of the expenditure is within the following amounts:

a. $2,501 - $10,000– approved by a majority vote of the Board of Directors

providing the amount is equal to or less than 30% of current cash on hand.

b. $10,001 and above – the Board of Directors must determine the need to

request bids for these expenditures based on legal bid requirements for

501(c)(3) non-profit organizations and as outlined in Section E of these

guidelines.

All expenditures other than approved budgeted line items must be approved by the

Board.

3. Bank check cards will be issued to TxDLA Officers for use when making authorized

expenditures. Bank check cards may be issued to other TxDLA members, and may be

revoked, as deemed necessary by the Executive Committee. All persons with a bank

check card will have full access to the bank funds; therefore care should be taken

when deciding to whom cards should be issued.

4. Requests for making expenditures from personal funds should be made in writing in

advance to the Treasurer or President for operating expenses or the Treasurer or

President-Elect for conference related expenses. Requests for reimbursement must


119

be accompanied by a copy of the written approval and the original receipt(s) showing

the services or goods, the date they were provided, and the amount for each item.

The written receipt must have the vendor’s name, address, and phone number.

Without prior authorization and submission of required documentation, the member

may or may not be reimbursed, as determined by the Board.

5. For all expenditures made using the TxDLA bank card, failure to obtain prior written

approval (from the Treasurer or President for operating expenses or the Treasurer or

President-Elect for conference-related expenses) and to submit copies of receipts in

a timely manner (30 days) may require that the member reimburse the expended

amount, as determined by the Board. Approval to extend the submission timeframe

for providing documentation may be granted by the Treasurer or President, but all

receipts must be submitted within the fiscal year in which the expense occurred.

6. A rewards credit card may be issued to the Executive Director as approved by the

Executive Committee. The sole purpose of this credit card is to increase TxDLA

revenues. Unless otherwise approved in advance by the Executive Committee, all

rewards/points accumulated from the use of the rewards credit card will be

converted into cash. Additionally, the balance of this credit card must be paid in full

each billing cycle. When and where appropriate, expenditures that contribute to the

accumulation of rewards/points should be made using the rewards credit card.

7. Requests for reimbursement and/or expenditures for regional groups, not to exceed

the budgeted amount per group, must have prior approval of the Regional Group

Development Chair and be accompanied by a written explanation of use including the

date of the event and a receipt with the vendor’s name, address, and phone number.

G. Requests for Bids

1. The Executive Committee may obtain at least two written bids for any expenditure

(excluding conference expenditures) for products or services estimated by the

Executive Committee to exceed $10,000, as required by the Board. Acceptance of

bids for expenditures will be subject to approval by a majority vote of the Board.

2. Bids will be solicited in instances where there may be an appearance of impropriety

or conflict of interest. If, in the opinion of the Board, there may be an opportunity to

lower the cost of products or services, requests for bid proposals may be submitted

to appropriate vendors. Instances where bids may be determined unnecessary or

impossible would include (1) emergency situations in which goods or services are

needed in a timely manner and requesting bids would be too time-intensive, (2) when

a vendor is a sole source of the required product or service, or (3) for renewal of

contracts that were previously bid and the quality of the products or services is well-

established.

3. Bids should be for decision-making purposes to help determine which proposed

pricing represents the best value to TxDLA. The “lowest bid” is not necessarily binding

in terms of selection. When considering the best value of bid proposals, preference

may be given to proposals from organizations that have a record of performing


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significant amounts of work for TxDLA on a pro bono basis or for which a significant

proportion of the proposed work to be done is to be performed on a pro bono basis.

As TxDLA relies to great extent on pro bono work by both public agencies and

companies to accomplish its goals and objectives, this encourages pro bono work

and successful partnerships.

Adopted: October 24, 2005

Revised: January 8, 2008

Revised: April 15, 2012


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Notes to the Budgets

TxDLA

Types of Budget

TxDLA maintains two budget allocations: the annual Operating (president’s) Budget

and the Conference Budget.

The Operating Budget allocates the reserves plus the prior year conference income

into expenditure goals for the next operating (fiscal) year – July 1 through June 30.

The Conference Budget identifies the expected expenditures and revenues for the

next fiscal year’s conference to be held in the spring.

Budget Responsibility

The current President-Elect (incoming President) and the Financial Committee are

responsible for preparing the operating budget for the next fiscal year and submitting

it for board approval no later than June 15th of the current fiscal year.

The incoming President-Elect is responsible for preparing the conference budget for

the next fiscal year. Some conference expenditures, such as conference site

and hotel, may have been previously approved by the board.

Budget Goals

The current year conference profit establishes the basis for the next fiscal year

Operating Budget. The President-Elect allocates the Operating Budget to meet the

goals of the organization determined by input from the general membership, the Fall

Leadership Workshop, the Board, and the Executive Committee. A guiding principle,

per the Financial Management Policies and Procedures, of each budget is to

maintain reserve funds at a minimum of $75,000, or an amount determined by the

Board of Directors. There should be a concerted effort of long term building of these

reserves to equal approximately three (3) years of operating expenses.

Reserves

Beginning reserves are determined by subtracting the prior year conference income

from the beginning asset balance. Ending Reserves adds the change in funds (Available

Funds – Expenditures Current Year) from annual operations to the beginning reserves.

Under current accounting practices, reserves are not identified in any specific account; only

from the calculations described above.

Operating Budget


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Funds Available for Current Year Expenditures: The prior year conference

profits, prepaid assets, and revenues from current period – individual memberships,

sponsorships (including the amount restricted for the Don Foshee Memorial

Expenses), previous conference collections, the Fall Leadership Workshop, interest

income, and other income -- compose the funds available for current year

expenditures.

Operating Expenses: The following operating expenses are committed through

contracts, pledges, or practice:

Conference – Any deferred expenses including bad debt.

Professional Fees – Executive Association Management, Inc (EAMI),

provides management services under annual contract; currently $4,273.50

per month plus expenses.

Web Site & Internet – There are three components to our website and

internet services:

C-3 hosts http://www.txdla.org and TxDLA email services for $40 per

month. Any work or support above that is bill at standard hourly rates

are $125 per hour, in ¼ hour increments.

Lunar Pages hosts the 2006 conference website for approximate $100 to $140

per year.

COMODO Group provides a secure certificate for online credit card transactions.

Insurance – This is for organization, board, and conference

indemnification.

USDLA – Annual membership, for the organization and all TxDLA

members; costs are $1,200 per year.

Regional Groups – Each regional group is allocated a set amount,

currently $100, for documented regional group meeting expenditures.

FLWS – Expenses related to the Fall Leadership Workshop. This

should match the budgeted FLWS revenue

Undocumented Expenses - Credit card charges that have no

receipts to verify charges

Awards – At the annual conference, TxDLA takes pride in recognizing

individuals, institutions, and corporations for their outstanding

contributions to the organization itself as well as the field of distance

learning.

Don Foshee Memorial Expenses - Vbrick contributes sponsorship

revenue to match this $2,000 expenditure.

Current Year Profit or Loss: Current Revenues minus current expenses is the

current period profit or loss. Given that the majority of the operating budget is

financed from the prior year’s conference, the current revenues minus the current

expenditures will indicate a current period loss. If that loss is less than the prior year

conference income, the funds will increase reserves. If that loss is more than the

prior year conference income, reserve funds must be spent.

Available Funds – Expenditures Current Year (Change in Available Funds

Current Year): Funds available for current year expenditure – prior year conference


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profit, prepaid assets, and current revenues – less the current year profit or loss are

the change in available funds. Any positive amount here will be added to reserves at

the end of the year. Reserves must be reduced to cover any negative change in

available funds.

Conference Budget

TxDLA makes every attempt to secure a hotel which can provide adequate

conference facilities and offer state room rates for a significant percentage of

attendees. The hotel usually requires a certain amount of room nights and some

amount of meals. The President-Elect or other designated board representative

negotiates these items. Other conference expenditures including registration costs,

technology, speakers, and entertainment, are determined by the conference

committee.


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Notes to the Financial Statements Texas Distance Learning Association

1. Overview

a. Organization

TxDLA is a non-profit association formed to promote the development and

application of all forms of distance learning and to implement effective distance

learning strategies for Texans and other distance learning practitioners of the

global community. TxDLA is an affiliated chapter of the United States Distance

Learning Association, registered and certified as a not-for-profit 501(c) (3)

corporation organized under the laws of the State of Texas and operating under

the laws of the United States of America. The bylaws are available at

http://txdla.org/bylaws.asp.

b. Description of Programs

Annual Conference – The most significant event the organization carries out each

year is the annual conference. The President-Elect and the conference committee

are responsible for planning conference activities - including vendor exhibits

preconference workshops, keynotes and closing session, breakout sessions,

hands-on sessions, meetings and focused gatherings, entertainment – creating a

budget, promoting, and other activities to meet the objectives of the organization.

The revenues from the annual conference are expected to fund TxDLA activities

for the next year.

Fall Leadership Workshop (FLWS) – Each fall, TxDLA sponsors a workshop to

identify, discuss, and develop plans for the prime needs of the organization and

distance learning in Texas. Typically committees will continue work from these

proceedings.

Partnerships – The Executive Partnership Council (EPC or Council) furthers

TxDLA's success in providing peer networking, information, and coordinated

communication channels across the broad spectrum of its membership. In large

part, achieving this goal depends on successful public/private partnerships.

Public sector members benefit through an enhanced ability to make well-

informed decisions when planning, purchasing, and implementing distance

learning products and services. Private sector members benefit through an

improved ability to identify the needs and characteristics of end-users of those

same products and services.

Website – Information about the organization and ongoing activities in distance

learning are available on the website: www.txdla.org. Some items such as News at

a Distance and Employment Opportunities are only available to members.


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Regional Groups – TxDLA supports the organization and activities of regional

groups to promote distance learning and the goals of TxDLA on a geographic

regional basis.

Employment Opportunities – Any organizations may post job notices related to

the field of distance learning. These are available to members only.

2. Significant Accounting Policies

a. Financial Presentation

Restricted Assets – Funds the board has approved to not be used for operations.

These funds are to be available under financial exigency.

Unrestricted Assets – May be used, with approval of the board, for current

operations.

b. Financial Operations

Annual operations are funded from the prior year’s conference and any prepaid

assets.

The current year conference maintains its own budget approved by the board.

c. Cash Basis

TxDLA reports operations on a cash basis. Any receivables have a specific, short-

term, identifiable function. All revenues, including sponsorships, partnerships,

and donations are recognized at the time the cash, cash equivalents, or in-kind

donations are received.

d. Expenditure Policy

In 2006 the TxDLA board approved an expenditure policy that guides annual

operating and conference budgeting, reserve and excess funds, expenditures,

and requests for bids.

e. Allocation of Revenues and Expenses

Revenues and expenses are categorized by function, primarily conference or

annual operations. Revenues are derived from the sources listed below. The

conference and Fall Leadership Workshop have corresponding expenses.

Memberships – There are two levels of membership, student and individual,

which are paid annually as part of the conference registration or prorated on an

annual or half year basis.

Sponsorships – TxDLA recognizes certain achievements in the field of distance

learning through recognition, symbolic rewards, and financial rewards. The


126

financial rewards are funded though specifically designated sponsorships, such

as the Don Foshee Memorial, by supporting companies.

Conference Fees – Individuals and companies pay fees for participation in and

specific activities related to the annual conference.

Partnerships – Companies’ cash and in-kind contributions to the organization are

recognized according to the following categories with related amounts:

Ambassador: $15,000 and above (a minimum of $10,000 cash and the

remaining being a combination of either cash or in-kind donations of

services/products)

Platinum: $10,000 - $14,999

Gold: $6,000- $9,999

Silver: $3,000 - $5,999

Bronze: $1,000 - $2,999

Friends of TxDLA: $500 - $999

Executive Partnership Council (EPC) – Any organization that has made a

commitment of at least $5000 over a three-year period in cash or in-kind

products or services qualifies for representative membership in the Executive

Partnership Council. In addition to those members of the Council who qualify

based on financial or in-kind support, there may be others who can provide a

potentially signification contribution to TxDLA and the Council. Therefore, the EPC,

with approval from the Board of Directors, may identify other methods for

including representatives of public or private organizations on the Council.

f. Cash and Cash Equivalents

TxDLA maintains a checking and savings accounts only.

g. Fixed Assets

TxDLA maintains no property or capital equipment.

h. Ongoing Commitments

Website – TxDLA maintains a monthly account with C-3 for hosting the TxDLA

website (http://www.txdla.org), with Lunar Pages to host the conference website,

and with COMODO Group to provides a secure certificate for online credit card

transactions


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Management – TxDLA has a contract with Executive Association Management,

Inc., 823 Congress Ave., Suite 230, Austin, Texas 78701. The Monthly

Management Fee is to be negotiated annually in March.

i. Promises to Pay

All officers have a TxDLA bank card which is renewed annually. The conference

committee is authorized to commit to certain obligations without specific approval

from the board. This does not include the conference hotel and related facilities.


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Statement of Financial Position (FY 12-13)


129

Operating Statement of Financial Revenues

and Expenses (FY 12-13)


130

Conference Statement of Financial

Revenues and Expenses (FY 12-13)


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Form 990 and Schedules - FY 2012


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133


134


135


136


137


138


139


140


141


142


143


144


145


146


147


148


149

Minutes


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Minutes- January 29, 2014

Official Minutes Board of Directors Meeting

January 29, 2014

Official Minutes: The following are the official minutes of the TxDLA Board of Directors

meeting held January 29, 2014 via BlackBoard Collaborate.

1. Call to Order, Welcome and Roll Call:

a. Voting Members Present: Oscar Hernandez, 4-Year Higher Education, Chairman of

the Board; Cindy Smith, Past-President; Patricia M Ritschel-Trifilo, President-Elect;

Michelle Duran, President; Mark Workman, Treasurer; Louis LeDoux, Government;

Christina Cross, 2-Year Higher Education; Lisa M Brown, Member-at-Large; Richard

Leslie, Member-at-Large; Jim Schul, Chief Information Officer; Elaina Cunningham,

Regional Group Development Chair; and Anne Herndon, Nonprofit.

b. Voting Members Absent: Terry Comingore, Secretary; Mary Smith, K-12 Education;

and Auburn Buehring, Member-at-Large.

c. Non-voting Member Absent: Brett J Millan, Parliamentarian

d. Guests: Lisa Tomsio, Association Manager; Ray Rose, Public Policy Chair; and

Adriana Reza, Awards Chair.

e. Call to Order: Chairman of the Board, Oscar Hernandez, welcomed all the Board

members. He determined there was a quorum with 10 voting members present (1

more arrived late) and called the meeting to order at 1:35 p.m.

f. Time Limit: Trish made a motion, which Richard seconded, to end the meeting no

later than 4:30 p.m. The motion passed unanimously.

2. Consent Agenda

a. October 30, 2013 Minutes – No questions or corrections.

b. Board Actions Since October 30, 2013 Board Meeting – Oscar said the

subheading needs correcting.

c. Treasurer’s Report – No questions or corrections.

The consent agenda was approved on a motion from Jim and a second from Trish.

The vote was 10 in favor, 0 against, and 0 abstentions. The documents will be filed

with the secretary

3. President’s Report: Michelle said the Executive Committee has met twice. A primary

interest has been to nominate someone for the USDLA awards. In addition a committee is

trying to lay the ground work for establishing a distance learning journal.


151

4. Manager’s Report: Lisa wanted to strongly suggest the conference committee have a

meeting in the summer, preferably in person, to get started earlier. Oscar said the Executive

Committee would take this up at the next meeting.

5. Committee Reports: The following committee reports were submitted for the meeting:

a. Awards Committee – No report. The Board discussed the challenge of getting

people to nominate someone for an award.

b. Executive Partnership Council – No report.

c. Finance Committee – No report. The Board discussed the negative net income in

the Treasurer’s report.

d. Information Committee – Jim described the forms to fill out to clarify, for Lisa, any

changes to be made in the website.

e. Membership Committee – The report will be filled with the secretary.

f. Nominations and Elections – Oscar recognized the election winners and

mentioned that Board-elected positions would be discussed under new business. The

report will be filled with the secretary.

g. Public Policy – Raymond Rose reviewed the survey results included in the report.

The Board discussed having policy forums at the conference.

h. Regional Group Development – Elaina announced Charlene Stubblefield is has

accepted the Gulf Coast Regional Group Chair position.

i. Scholarship – No report. Oscar reported that the scholarship announcement went

out last week. Lisa provided the link to the scholarship application.

6. 2014 Conference Committee Report: Trish discussed the status of the upcoming

conference. She asked each Board member to contact a vendor about participating in the

conference. Then the Board discussed the options related to allowing a student to attend the

conference at a reduced rate in exchange for volunteering a certain amount of hours.

A short break was taken from 2:51 until 3:00 p.m.

7. Old Business:

a. EAMI Contract Task Force – Oscar described the change of wording on travel to, “EAMI

employees must receive prior approval to receive reimbursement for travel expenses.

Approval should be sought from the Conference Chair for travel related to the annual

conference. All other travel requests and allowances for expenses incurred by EAMI

employees must be approved by the President. Allowances for expenses incurred by

EAMI employees while on TxDLA business shall be reimbursed in accordance with travel

expenses approved by Conference Chair and President.” After discussion the paragraph


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was changed as follows, “To receive reimbursement, EAMI Employees must receive prior

approval by the President for all travel expenses and allowances incurred while on TxDLA

business.” Mark made a motion to approve the contract with the changes. Trish

seconded. The motion passed with 8 in favor, 0 against, and 0 abstentions, and 2 non

votes.

8. New Business:

a. Hall of Fame Awards Committee Approval – Cindy Smith proposed the following

committee members to include Mark Workman, Randy McDonald, Carol Heinrichs,

Mickey Slimp, and Linda Gillis. Trish seconded the proposal. The motion passed with

9 in favor, 0 against, and 0 abstentions, and 1 non vote.

b. Board-Elected Vacancies – Oscar listed the vacancies – the Corporate/Private

representative and the EPC chair. We will need nominees for the Board meeting at

the conference. Also up for election this year will be the K-12 and CIO positionsz.

c. Polycom Audio Bridge Sponsorship – The audio bridge is not being used while

Polycom receives $2000 – $3000 sponsorship, although this year they have

contributed enough to reach the Platinum level without including the audio bridge

sponsorship. The Board discussed the value of the audio bridge. The Board agreed to

table the topic until after a meeting with Polycom.

9. Committee of the whole: Luis noted the awards form was missing government/military

check box. Oscar said he would look at that in the morning.

10. Meeting adjourned: Trish made a motion to adjourn by acclimation at 3:59 p.m.


153

Minutes – October 30, 2013

Minutes

Board of Directors Meeting

October 30, 2013, Fredericksburg, Texas

Official Minutes: The following are the official minutes of the TxDLA Board of Directors meeting held

October 30, 2013 at Fredericksburg, Texas.


a. Voting Members Present: Michelle Duran, President; Cindy Smith, Past President;

Trish Ritschel-Trifilo, President-Elect; Terry Comingore, Secretary; Mark Workman,

Treasurer; Jim Schul, Chief Information Officer; Oscar Hernandez, 4-year Higher

Education; Luis LeDoux, Government/Military; Carol Willis, Executive Partnership

Council; Elaina M Cunningham, Regional Group Development Chair; Cristina Cross, 2-

year Higher Education; Richard Leslie, Member-at-Large; and Anne Herndon,

Nonprofit.

b. Voting Members Absent: Auburn Buehring, Member-at-Large; Lisa Brown, Member-

at-Large; and Jennifer Hicks, Corporate/Private.

c. Non -voting Member Present: Brett Millan, Parliamentarian.

d. Guests: Lisa Tomsio, Association Manager; Lauren Davis, Association Assistant; and

Raymond Rose, Public Policy Chair.

e. Call to Order: President Michelle Duran, welcomed all the board members. She

determined there was a quorum with 12 of the 15 voting members present and

called the meeting to order at 12:47 p.m.

2. Time Limit: Cindy with a second from Jim moved to set the time limit to end no later than

3:00 p.m. This was approved by voice vote.

3. Consent Agenda:

a. Approval of Minutes of the June 27, 2013 Board Meeting

c. Treasurer’s Report: Mark Workman

The consent agenda was unanimously approved by a unanimous voice vote on a motion from

Trish and a second from Richard.

4. President’s Report: Michelle thought FLWS was great and led to some great ideas. She

doesn’t want to reach for the stars but wants reasonable things that can be accomplished a

provide continuity between what everyone is doing. Numerous people have been

volunteering and the enthusiasm is great and Michelle will not let that die down.

5. Manager’s Report: Lisa introduced Lauren and described her role assisting TxDLA. She

described MyTxDLA’s lack of use and the $250 cost and said another group uses similar

software at about 1/5 the costs. She also said fall/winter would be a good time for migration.

Jim further discussed the statistics from his report.



154

a. Awards – Nothing to report.

b. Executive Partnership Council – Carol Willis referred to an article in her report.

She spent time at FLWS talking with sponsors about how to make their conference

more valuable. At pivotal time. She thinks the board should be aware it is time to

change the relationship. 1-4 (21st century) Generation of sponsorships. Sponsors

making the conference attendees experience more valuable. We know you like this

event, we love it too, how can we make it better for you. Carol led discussion about

the conference, the exhibit hall, and sponsor relationships. Carol summarized that

this discussion was to raise awareness. The report will be filed with the secretary.

c. Finance committee – The board discussed the organization’s financial position.

d. Information Committee – Jim continued the discussion of getting rid of MyTxDLA.

Lisa has investigated Membe. Jim made a recommendation to move from the current

social site provider to Membe. Elaine second ended and 12 voted for, 0 nay, 0

abstentions. He further discussed responsibilities for contributing and updating the

website. Michelle stated that Jim is responsible for organization information thus

website material does go through him.

e. Membership – Elaina discussed the possibility of institutional membership. Many

other states have one. She gave examples of pricing. The board discussed the

implications. The report will be filed with the secretary.

f. Nominations and Elections Committee – No report.

g. Public Policy Committee – Raymond summarized the role of access and equity.

Expect to see changes in 504, ADA, and DL enrollment reporting. Also if anyone gets

information related to policy, please send it to Raymond. The report will be filed with

the secretary.

h. Regional Group Development Committee – Elaina would like to join the West

and Far West regional groups and cut off the west below Lubbock. After discussion

Elaina decided to look at the whole map. The report will be filed with the secretary.

i. Scholarship Committee – Terry will check the rules on making scholarships an

asset. The report will be filed with the secretary.

7. 2014 Conference Committee Report – Trish reminded everyone the conference will be in

Corpus Christi and the theme is “Casting into the Future, Angling the Oceans of Global

Learning.” Thirty eight people have volunteered to do things approximately 8% of

membership.

8. Old Business: Old business was moved up in the order to allow Kevin to leave for a vendors

meeting. He mentioned the importance for the board to meet with the vendors at the grand

opening this evening.

a. EAMI Contract Task Force – No report. Christina was nominated as chair. Richard

seconded and 12 voted for, 0 nay, 0 abstentions.


155

b. MOOC Agreement – Mark brought the item up to date and has placed a new

version with Rhonda’s comments on Crocadoc. If the committee will look over it one

more time this next week, then Rhonda will take it back to her legal department.

c. Board Chair – Terry nominated Oscar, Carol seconded and 11 voted for, 0 nay, and

1 abstained.

9. New Business:

a. Board Vacancy – Michelle brought forth four volunteers for the vacant K-12 Board

Representative including Mary Smith, Laura Alfaro, Janna Hackett, and Chris

Begenho. Carol nominated Mary Smith to fill the remaining term listing her attributes

related to TxDLA. Joanna seconded and the nomination was approved 12 voting for,

0 nay, and 0 abstentions.

b. Board Meetings - Jim recommended the board meet more often even if for shorter

time periods. The board discussed the practicality of this. Oscar will take this under

advisement.

c. Conflict of Interest Statements – Terry presented the reasons for completing a

conflict of interest statement. All new members and some other board members

completed a conflict of interest statement. These will be filled with the secretary.

d. Awards Committee: The Awards and Scholarship Committee recommended to

review and revise the current criteria for awards and to look at new awards to be

offered. These might include awards for the new constituencies and for policy

makers. Terry seconded and after discussion, 12 voted for, 0 nay, and 0 abstained.

e. Scholarship: The Awards and Scholarship Committee recommended that they

recalibrate the scholarship offerings and look at the criteria of how we offer the

scholarships and how we evaluate those who apply for the scholarships. After

discussion Luis seconded and 12 voted for, 0 nay, and 0 abstained.

f. Ron Thompson: Richard made a motion that we recognize Ron Thompson on the

website. Tricia seconded. After minimal discussion it was approved on a voice vote.

10. Committee of the whole:

a. Luis recommended Lisa represent TxDLA at SMGPA.

b. Michelle listed committee chairs as shown plus Adriana Reza on Awards. Richard

made a motion to accept the committee members and Carol seconded. The motion

was approved on a voice vote.

11. Meeting adjourned: Michelle declared adjournment by due to time limit.


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Minutes – June 27, 2013

Minutes

TxDLA Board of Directors Meeting

June 27, 2013 Via Elluminate


June 27, 2013 via Blackboard Elluminate.


a. Voting Members Present: Dr. Bruce Niebuhr, Healthcare/Medicine, Chairman of the

Board; Cindy Smith, President; Oscar Hernandez, Past-President; Michelle Duran ,

President-Elect; Terry Comingore, Secretary; Mark Workman, Treasurer; Louis

LeDoux, Government/Military; Diane Edgar, K-12 Education; Patricia M Ritschel-

Trifilo, Higher Education; Kevin Eason, Vocational/Technical Education; Auburn

Buehring, Member-at-Large; Richard Leslie, Member-at-Large; Carol Willis,

Executive Partnership Council Chair.

b. Non-voting Member Present: Brett J Millan, Parliamentarian

c. Voting Members Absent: Lisa M Brown, Member-at-Large; Jennifer Hicks,

Corporate/Private; Howie DiBlasi, Regional Group Development Chair, Member-at-

Large; and Jim Schul, Chief Information Officer.

d. Guests: Lisa Tomsio, Association Manager; Ray Rose, Public Policy Chair; Anne

Herndon, Nonprofit Representative-Elect; Christina Cross, Two-Year Higher

Education Representative-Elect; Elaina Cunningham, Membership Chair and

Regional Group Development Chair-Elect; Gay Howard, Nominations and Elections

Chair; and Rhonda Blackburn.

e. Call to Order: Chairman of the Board, Bruce Niebuhr, welcomed all the board

members. He determined there was a quorum with 11 voting members present

and called the meeting to order at 9:10 a.m.

12. Time Limit: Bruce moved that the meeting ends by Noon. Terry seconded and the motion

was approved unanimously.

13. Consent Agenda

a. Board Actions since March 25, 2013 Board Meeting:

b. Approval of the March 25, 2013 Minutes:

c. Treasurer’s Report:

Suggested editorial changes include correcting the date of the board actions to April

12, adding Richard Leslie to attendees, and correcting constancies to constituencies.

The minutes were approved with edits on a motion by Bruce and a second from Luis.

The vote was 11 in favor, 0 against, and 0 abstentions. The reports will be filed with

the secretary.


157

14. President’s Report: Cindy Smith briefly described the USDLA conference as small but very

interesting and worth attending.

15. Past President’s Report: No report

16. Manager’s Report: Lisa has been working with Michelle on the Fall Leadership Workshop.

She has had some discussion with Executive Committee regarding where she may develop a

new social site. She has not had a chance to discuss the new EAMI contract with the owner,

Mike Marks. She hopes to have that back to the board by Fall Leadership Workshop.


j. Awards Committee – No report. Louis suggested a way to grow state government

membership is to have an award category for state employees. The consensus of the

board is to recommend the Awards Committee investigate that option.

k. Executive Partnership Council – Carol said the “Island Hopping” was a good thing

but needs the right balance between vendors and presenters. This report will be filed

with the secretary.

l. Finance Committee – Mark introduced the budget. Lisa explained the $5,000

lower revenue estimate due to a decrease in expected conference revenues. Michelle

talked about initiatives she wants to introduce with the account “8400 Miscellaneous

(presidential projects).” The committee discussed creating an online journal and

other projects for the membership. After a discussion of where to cut the budget,

Scholarships were reduced by $5,000. The budget submitted by Mark from the

Finance Committee was approved with 11 in favor, 0 against, and 0 abstentions.

A short break was taken from 10:00 until 10:10.

m. Information Committee – No report.

n. Membership Committee – Elaina discussed a survey sent out to former members.

There was no consensus why people did not renew their memberships though some

of their suggestions were previously mentioned in the budget discussion. She then

led a discussion on having institutional memberships. She will prepare a

presentation on that for the next Board meeting and she will work with Lisa on an

email about the benefits gained from the individual $35 membership. This report will

be filed with the secretary.

o. Nominations and Elections Committee – This report will be filed with the

secretary.

p. Public Policy Committee – Raymond said there is no latest, breaking news. This

report will be filed with the secretary.

q. Regional Group Development Committee – Elaina reported two new regional

group leaders in West Texas and North Central Groups. She complemented the

Central Texas Regional Group activities and said they have a nice Google web page


158

that could be a model for other regional groups. This report will be filed with the

secretary.

r. Scholarship - Rhonda mentioned it will soon be time to release scholarships for

FLWS.

s. 2013 Conference Committee Report: Michelle reported they are reviewing the

things that went well and those that didn’t. She complimented the conference

committee, the Board, and Lisa. There was a request to have a post-conference

meeting a week or so after the conference to share notes while they are still fresh.

18. Old Business:

b. EAMI Contract: Kevin said it was difficult to compare the old and new contract and it

would take EAMI some time.

19. New Business:

a. MOOC Agreement: Rhonda described the non-monetary contract with Desire2Learn to

create a MOOC about online instruction. The Board discussed the contract. Oscar made a

motion to form a committee to look at the contract in more detail and to make a

recommendation to the new Board. Richard seconded and it was approved by voice vote.

Cindy appointed Mark as chair.

b. Plan for new Board to Elect Chair: Bruce recommended that Michelle, as new

president, would act as chair to move that election forward. She would direct the

nominations and elections committee to carry out that election.

20. Committee of the whole:

a. Diane discussed some concerns expressed to her by the K-12 constituency and how

TxDLA and the conference could adapt to these concerns including recommending topics

for presentation and getting the proposals out sooner.

b. Richard asked that any recommendations for a theme or any keynotes for the 2014

conference be emailed to him.

21. Meeting adjourned: The board adjourned on a motion by Carol at 11:16 a.m.


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Minutes – March 25, 2013

Official Minutes

Board of Directors Meeting

March 25, 2013

at Moody Gardens Hotel, Spa & Convention Center, Galveston, Texas


March 25, 2013 at Moody Gardens Hotel, Spa & Convention Center, Galveston.


a. Voting Members Present: Dr. Bruce Niebuhr, Healthcare/Medicine; (Chairman of the

Board); Cindy Smith, President; Michelle Duran, President-Elect; Oscar Hernandez,

Past President; Terry Comingore, Secretary; Mark Workman, Treasurer; Louis LeDoux,

Government/Military; Diane Edgar, K-12 Education; Jennifer Hicks,

Corporate/Private; Trish Ritschel-Trifilo, Higher Education; and Jim Schul, Chief

Information Officer; Carol Willis, Executive Partnership Council; Kevin Eason ,

Vocational/Technical Education; Lisa Brown, Member-at-Large; Howie DiBlasi,

Regional Group Development Chair; and Auburn Buehring, Member-at-Large (arriving

late).

b. Non -voting Member Present:

c. Guests: Lisa Tomsio, Association Manager; Elaina Cunningham, Membership Chair;

Raymond Rose, Public Policy Chair

d. Call to Order: Chairman of the Board, Bruce Niebuhr, welcomed all the board

members. He determined there was a quorum with 16 of the 17 voting members

present and called the meeting to order at 2:35 p.m.

23. Time Limit: Bruce with a second from Kevin moved to set the time limit to end no later than

5:30 p.m. This was approved by voice vote.

24. Consent Agenda:

a. Board Actions since January 24, 2013

b. Approval of Minutes of January 24, 2013 Board Meeting

c. Treasurer’s Report: Mark Workman

The consent agenda was unanimously approved by a voice vote on a motion from Jim Schul

and a second from Cindy Smith.

25. President’s Report: Cindy led congratulations to Michelle for the conference. She

requested that we look for good presentations that could be used for TxDLA Talks which is

expected to begin the third Tuesday of April. Kevin commended Cindy as an awesome leader

of TxDLA.

26. Past President’s Report: Oscar talked about the Hall of Fame inductee, Mickey Slimp. He

added that there was no Don Foshee grant. A brief discussion of the use of the funds

occurred.


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27. Manager’s Report: Lisa reported we were denied acceptance of credit card without

explanation.

28. Old Business: Old business was moved up in the order to allow Kevin to leave for a vendors

meeting. He mentioned the importance for the board to meet with the vendors at the grand

opening this evening.

a. EAMI Contract Task Force - Kevin Eason, chair, described the course of the review

of the document. It was given to Lisa two weeks ago for EAMI to review.

b. Constituency Board Positions - Kevin referred to the by-laws for the constituency

groups. He described the changes he thinks would better represent current

membership in TxDLA. He made the following motion with a second from Trish:

The TxDLA’s representative constituencies, identified in the Association’s

bylaws (Article VI, Board of Directors), be changed from the current positions:

1. K-12 Education

2. Higher Education

3. Vocational/Technical

4. Government/Military

5. Corporate/Private Sector

6. Healthcare/Telemedicine

To the following positions

1. K-12 Education

2. 2-Year Higher Education




6. Nonprofit

The board discussed who would be represented by the recommended constituencies.

The board also discussed what is meant by non-profit.

Bruce offered an amendment to revise 4-Year Higher Education to 4+ Year Higher

Education and to remove the dash in 2 year. Trish seconded and there was further

discussion about the constituency rolls. Kevin, on Michelle’s recommendation,

proposes that the board reevaluated each board position as it becomes vacant.

Kevin withdrew the motion with Trish’s approval on procedural grounds that, per the

bylaws, the board cannot amend the bylaws as proposed.

Kevin then made a motion that the board supports and endorses a change in the

bylaws to recommend to the membership that the TxDLA representative constancies

be changed to





5. Nonprofit


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Trish seconded and the motion passed unanimously.

c. Review of board constituencies: Kevin made a resolution that the board

evaluates each year those constituency positions that are up for election to ensure

they are still representative of the membership they represent and make

recommendations for changes, if necessary, to amend the bylaws. Trish seconded

and, after much discussion, the resolution passed unanimously.

29. Committee Reports: The following committee reports were submitted for the meeting and

were filed with the secretary:

a. Awards – Brenda summarized her report. She is not sure how the new process

compared to last year. Every person contacted sent information though some had to

be contacted twice. It is a bit more work for the chair but it worked out well. There

just needs to be enough time between the nomination and the award to complete the

process. The report will be filed with the secretary.

b. Executive Partnership Council – Carol Willis highlighted her thanks to Kevin,

Michelle, Lisa and everyone else for the Island Hoping part of program where EPC

members teamed with a partner to present success stories. A second EPC event will

be a panel that will highlight their experiences and passions. There will be an EPC

meeting Wednesday at 11 am. Brenda expressed the board’s appreciation for what

Carol has done with the EPC. The report will be filed with the secretary.

c. Finance committee – No report.

d. Information Committee – No report.

e. Membership – Elaina Cunningham reported that, after the bylaw change occurs,

she and Lisa will work on revising the online form. The report will be filed with the

secretary.

30. Conference Committee Report – Michelle said “it’s here.” She thanked Lisa as the heart

and soul of this organization. She thanked committee members and identified stuff in the

pail they and the board members received. She said to wear the conference shirt on

Wednesday with the virtual conference and a board picture will be taken that day around

lunch. Tonight is opening reception with the opening of the exhibit hall. She asked the board

to visit the booths where they will see themed and activities that have gone well beyond the

normal expectations. She talked about the ongoing “Goose Chase’ game that with some

serious competition has taken on a life of its own. There are about 510 to 514 currently

registered for this conference. This year’s programs have “Volcanic” sessions on hot topics.

She asked the board to be more involved and visible. Regional chairs will be at the booth

tonight and will have beach balls for their session. She further listed other conference events

the board should be aware of.

a. Nominations and Elections Committee – Bruce reminded the board that they will

need to elect a new chairman by July 1. The report will be filed with the secretary.

b. Public Policy Committee – Raymond has been surprised at the small number of

bills filed related to distance education; most are K-12. There is an I-app, TexLege, to

track bills. The report will be filed with the secretary.


162

c. Regional Group Development Committee – Howie discussed the difficulty of

getting regional groups going and the success the North Texas group has had once

leaders were found. He described some of the initiatives and how he would be

working with Elaina as she takes over this position. The report will be filed with the

secretary.

d. Scholarship Committee – Lisa reported there were more than twenty scholarships,

almost anyone who asked for one got it. Some people still couldn’t come for a variety

of reasons. Luis described how it could be part of the effect of sequestration.

31. New Business:

a. Joint Effort with TCEA: Brenda discussed partnering with TCEA. TCEA has formed a

Virtual Learning SIG. Discussed partnering possible, pre-conference presentation or

trade advertisements in program. The sense of the board is to have Brenda continue

the discussion with her contact at the TCEA-SIG. The Board discussed various ideas

about partnering with TCEA.

b. ITSE: Several mentioned that ITSE will be in San Antonio and someone should be

talking with them.

32. Committee of the whole: none

33. Meeting adjourned: Bruce declared adjournment by acclimation at 4:24 p.m.

txdla board manual 2014

Documents

article iv

article xi

article vi

txdla presidents

board policies code

officers terms

executive committee

revision of bylaws