ASSOCIATION ARTICLE I – NAME
The name of this organization shall be The Texas Choirs Alumni Association, a non-profit organization known as TCAA.
ARTICLE II – MISSION
The Texas Choirs Alumni Association’s mission shall be to engage the University of Texas at Austin choral alumni, support and advance the choral program to ensure its status as one of the foremost programs of its type, and to continue the cultivation of choral music education and the choral arts.
ARTICLE III – MEMBERS
Section 1. Members. TCAA shall have three classes of members. Any member shall be eligible who has completed the requirements for membership.
A. Voting Members. Voting members shall meet all of the following:
1. be former or current students of The University of Texas who were members of a choir organized under The University of Texas at Austin Butler School of Music during enrollment (hereinafter referred to as “Texas Choirs”), regardless of whether such choir is still so organized;
2. be current with membership dues and other fees for the membership year, which runs from July 1 through June 30 of the following year;
3. be entitled to one vote;
4. be entitled to vote at meetings or electronically when available;
5. be ineligible to vote by proxy or by power of attorney;
6. be eligible to resign membership in writing; and 7. be anyone who meets all qualifications and wishes to become a member.
B. Honorary Members. Honorary members shall:
1. be persons who have rendered service to Texas Choirs or TCAA;
2. be nominated by a voting member;
3. be approved by the Board of Directors (BOD);
4. be voted in by voting members at any meeting or electronically by a majority;
and
5. be non-voting members.
C. Associate Members. Associate members shall:
1. be friends or family of current or former voting members;
2. be nominated by a voting member or by associate member application;
3. be approved by the Board of Directors; and
4. be non-voting members.
Section 2. Dues, Fees, and Special Assessments.
A. Dues. The Board of Directors shall have the authority to determine the annual dues amount. All membership dues are assessed on July 1. Payment of dues for the current membership year is required for participation in any meeting or event of TCAA organized pursuant to these Bylaws.
B. Fees. TCAA Officers shall determine fees for events or other items furthering the mission of TCAA as determined by the Board of Directors by a two thirds vote.
C. Special Assessments. The Board of Directors may create other special assessments by a two thirds vote.
Section 3. Resignation and Reinstatement. A. Resignation. A member may submit a letter of resignation in writing to the President, who shall confirm the resignation to the member.
B. Reinstatement. A member may be reinstated upon payment of all current dues, fees, and special assessments, assuming they were in good standing previously.
Section 4. Suspension or Expulsion of Members.
A. The Board of Directors, by an affirmative vote of two-thirds of all members, may suspend or expel a member for:
1. conduct the Board of Directors deems detrimental to the purpose or interest of Texas Choirs, TCAA, or the University of Texas; or
2. violation of the Bylaws or other policies of TCAA.
B. The member shall receive notice of any such proceedings and an opportunity to be heard in their defense.
ARTICLE IV – OFFICERS
Section 1. Elected Officers and Appointed Assistants. The Officers shall be a President, Vice President, Secretary/Treasurer, Director of Membership, Director of Social Media, and additional Officers listed and defined in the TCAA Handbook. The Board of Directors may authorize appointed assistant positions to any of the elected positions.
Section 2. Initial Officers. The Officers at the time of formation of TCAA are as follows:
Kathlene Ritch, President
Michael Follis, Vice President
Jack Byrom, Secretary/Treasurer
Julie McCoy, Director of Membership
Nick Likos, Director of Social Media
Officers may be elected, re-elected, appointed, removed, or replaced without additional update to these Bylaws.
Section 2. Duties of Officers. Officers shall perform the duties of the office to which they are elected or appointed.
Section 3. Qualification. An Officer of TCAA shall:
A. be a voting member of TCAA
B. meet the qualifications of the position as described in the TCAA Handbook;
C. attend monthly Officer meetings and any other meetings called by the President;
D. be available for scheduled TCAA events to help as needed; and
E. be elected to only one position.
Section 4. Election, Removal, and Vacancies. A. Election. An Officer shall:
1. be nominated by at least one Voting Member;
2. be elected by the members at the annual meeting or electronically;
3. hold office until their successor has taken office; and
4. have a term starting on the Monday following any such election and expiring upon July 31 of the year following such election.
B. Removal. The removal of an Officer shall:
1. be by a two-thirds vote of the Board of Directors;
2. be without prejudice to the contract rights;
3. give the Officer notice of the proceeding; and
4. allow the Officer to be heard in their defense.
C. Vacancies. A vacancy in any office shall be filled for the unexpired term and shall:
1. be filled by the Board of Directors within 30 days of the vacancy; or
2. be filled by the Officers of TCAA if the BOD fails to fill the vacancy.
Section 5. Meetings and Quorum.
A. Meetings.
1. Officer meetings will be held monthly or as needed.
2. The President or any 3 Officers may call a meeting.
3. Meetings may be held in person or electronically.
B. Quorum. A majority of the elected Officers will constitute a quorum.
ARTICLE V – MEETINGS
Section 1. Annual Meeting, Special Meetings, and Electronic Meetings.
A. Annual Meeting. The annual meeting shall:
1. be in Austin, Texas or, if agreed by the Board of Directors, held in an alternative location or electronically; and
2. be designated as to time, date, and place by the Officers of TCAA.
B. Special Meetings. Special meetings of the membership shall:
1. be called by the President; or
2. be called by the Board of Directors; or
3. be called by one-tenth of the voting members; and
4. be held within 50 miles of Austin or electronically.
C. Electronic Meetings. Any meeting may be held using an electronic platform or a combination of in person and electronic.
Section 2. Notice of Meetings. The notice of meetings shall:
A. include place, date, and time;
B. have information on access to the electronic platform if used;
C. be delivered electronically or by mail if requested; D. be provided to each member at least seven days before each meeting;
E. be at the direction of the President, BOD, or voting members calling the meeting; and
F. include the purpose of the meeting in the notice.
Section 3. Quorum. The voting members present at any meeting shall constitute a quorum.
Section 4. Meeting Requirements. All meetings must have written minutes or an electronic recording.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. General Powers. The Board of Directors shall:
A. be responsible for the prudent use of all TCAA assets;
B. ensure that TCAA’s activities and transactions are advancing its mission;
C. make decisions that are in the best interest of TCAA;
D. ensure that the Bylaws are followed;
E. ensure that TCAA adheres to its stated purposes and mission;
F. receive reports from any committees duly formed under these Bylaws; and
G. authorize new elected and appointed Officer positions.
Section 2. Composition, Election, and Qualification. A. Composition. The Board of Directors shall:
1. consist of no fewer than five members;
and
2. initially consist of the following Directors:
Kathlene Ritch (President and Chair)
Michael Follis
Jack Byrom
Julie McCoy
Nick Likos
Suzanne Pence, ex officio
J.D. Burnett, ex officio
B. Election. The Board of Directors may add new members at any time. New members of the Board of Directors shall:
1. be nominated by the Board of Directors;
2. have two members elected for three-year terms at each election; and
3. assume office at the close of the annual
meeting after the election.
C. Qualification. The Board of Directors shall be voting members of TCAA.
Section 3. Meetings.
A. The Board of Directors shall meet at least once per quarter.
B. All meetings must have written minutes or an electronic recording.
Section 4. Special Meetings and Quorum.
A. Special Meetings. Special meetings of the Board of Directors shall:
1. be called by the President of TCAA, or any two members of the Board of Directors;
2. have a fixed time and place within the State of Texas or be held electronically;
3. require at least 14 days’ notice; and
4. have notice delivered by mail, electronic mail, telephone, or personally.
B. Quorum. A majority of the Board of Directors will constitute a quorum.
Section 5. Voting Outside of Meetings.
A. Authority to Conduct Vote Outside of Meetings. The Board of Directors may take a vote on any matter within the Board of Directors’ authority outside of its regular meetings and without calling for a special meeting. Such vote may be recorded telephonically or by email.
B. Procedure for Voting Outside of Meetings. The President or two members of the Board of Directors may call for such vote by sending notice to the other members by mail, electronic mail, telephone, or personally. Such notice must contain the issue set for vote and clearly ask the other members to record their vote.
C. Effect of Voting; Timing Requirements. Any vote taken under this Section shall be binding on the Board of Directors and TCAA provided that (1) all members of the Board of Directors participate in the vote; or (2) a quorum participates in the vote and voting is held open for 14 days after sending the initial notice.
Section 6. Terms, Vacancies, and Removal.
A. Terms. The term of the Board of Directors shall: be three years or until their successor is elected.
B. Vacancies. A vacancy occurring in the Board of Directors shall be filled by a majority vote of the remaining Directors within 30 days for the remainder of the term of the vacated position.
C. Removal. Any member may be removed at any special or annual meeting of the voting members by a two-thirds vote of those in attendance.
D. Resignation. Any member may resign from the Board of Directors by providing written notice to the Chair. The resulting vacancy shall be filled in accordance with this Section.
ARTICLE VII – COMMITTEES
Section 1. Committees. The Board of Directors shall have the discretion to form or dissolve standing committees by majority vote without amending these Bylaws. Any such standing committee duly formed shall be accompanied by a document setting forth the duties of the committee.
Section 2. Duties of Standing Committees. Standing Committees shall perform the duties as defined by the document identified in Section 1.
Section 3. Special or Ad-Hoc Committees. The President may create special or ad-hoc committees as needed.
ARTICLE VIII – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern TCAA in all cases to which they apply and in which they are not inconsistent with these Bylaws and any special rules of order the TCAA may adopt.
ARTICLE IX – AMENDMENT
These Bylaws may be amended by the voting members in-person or electronically by a two- thirds vote of votes cast, provided that the amendment has been submitted in writing and published via email to all TCAA members at least one month before the voting period begins. Amendments will be effective immediately upon approval.
ARTICLE X – MISCELLANEOUS
The Board may, at its discretion, promulgate and apply reasonable policies that conform to both accepted standards of business for a non-profit organization as well as any applicable laws or requirements set forth by an insurer issuing a policy to TCAA. The Board may, upon a majority vote, amend such policy as it sees fit.