By Laws

Consortium By-Laws

ARTICLE 1: NAME

Section 1: Name of Area

The name of this area is the “Texas Hispanic Serving Institutions Consortium,” hereafter referred to as the “Consortium.”

Section 2: Geographic Definition of the Area

The geographic definition of the Consortium shall be the state of Texas.

Section 3: Name of Governing Body

The name of the governing body of this Consortium shall be the “Executive Committee.”

ARTICLE II: PURPOSE AND GOALS OF THE CONSORTIUM

Section 1: Purpose

The purpose of the Texas HSI Consortium (TxHSIC) is to establish communication among its members so that they know one another as people and as institutions, for the benefit of the students they serve—namely, large and growing numbers of underserved populations. The members will learn each other’s needs and seek opportunities to partner with one another to submit more competitive grant applications to all the federal funding agencies that provide higher education funding – Agriculture, Education, Army, Navy, Housing and Urban Development, Health and Human Services, Defense, Labor, National Security, and the National Science Foundation. This close communication will also lessen the duplication of effort. In addition to grant funding opportunities, the consortium will work together to build capacity, share, collaborate and strengthen the institutions in order to produce graduates capable of thriving in the competitive workforce.

Section 2: Goals

• Increase the access, retention, and success of students from Texas Hispanic-Serving
Institutions.
• Collaborate, partner, and network with community, government, business and others to secure funding for member institutions.
• Champion the cause of the TxHSIC in the advancement and development of leadership at member institutions.
• Become a clearinghouse and filter for legislative information, funding and other matters that advance the interest of the member institutions.
• Support and improve resources and staff development, including sharing best practices.

ARTICLE lll: STRUCTURE

Section 1: Structure of Governing Body

The structure of the governing body, the Executive Committee, shall be the elected officers: President, Vice President, Secretary, and Treasurer. In addition to the above-mentioned officers, the Executive Committee membership will include the Past-President and the Executive Director (ED) in the event that an ED has been hired.

Ad hoc committees: Committees may be established by the Executive Committee to carry out work of the Executive Committee and shall report their findings to the Executive Committee. A Consortium Executive Committee officer shall be a faculty member or administrator in good standing with its sponsoring organization.

ARTICLE IV: SELECTION OF MEMBERS

Section 1: Eligible Regular Members

Regular members of the Texas Hispanic Serving Institutions Consortium will be those colleges and universities in the state of Texas who have at least 25% Hispanic full-time enrollment.

Associate Members

Associate members are classified into four components: public entities, private industries, community-based organizations, institutions of higher education seeking HSI designation and other higher education institutions.

Section 2: Designation of Voting Members

Each member institution shall have one vote.

ARTICLE V: OFFICERS

Section 1: Nomination of Officers

Call for nominations for the Executive Committee positions will take place prior to election during the annual meeting of the Consortium. Hereafter, the Consortium will operate by calendar year.

Section 2: Election of Officers

Eligible members shall elect officers to the Executive Committee from its membership. The election shall take place at the annual meeting.

Section 3: Term of Elected Office

The term of each officer of the Executive Committee shall begin the next calendar year or upon designation by the Executive Committee. Each officer shall hold their office for two years. Nominations will be made for any position from the membership.

Section 4: Filling a Vacancy

In the event that an officer ceases to be available or eligible for office, the remaining members of the Executive Committee shall appoint an interim officer.

Section 5: Duties of Officers

President:

The President shall be the chief elected officer of the Executive Committee, charged with the duty of coordinating all its functions, subject to the orders of the Executive Committee. The President shall preside at meetings, appoint committee chairpersons, and shall perform all other duties consistent with this office.

Vice-President:

In the absence of the President, the Vice-President shall perform all the duties of the President and any other duties assigned.

Secretary:

The Secretary shall be custodian of the records of the Executive Committee, be responsible for the minutes of the organization, issue notices, and keep roll.

Treasurer:

The Treasurer shall deposit and maintain all funds in a state-wide account in the name of the Consortium in such bank as may be designated by the Executive Committee. The Treasurer shall maintain and submit financial reports at the Executive Committee meetings, annual meeting and as requested by the President. The bank account shall have one signer (the Treasurer) and one back-up signer (may be the immediate Past Treasurer or other current Officer named by the Executive Committee or the Executive Director, if hired.)
The Treasurer and the ED will have access to the online bank account. The Treasurer has the authority to establish and use a debit card on the account and must maintain records of all debit expenditures.

Executive Director:

An Executive Director (in the event that one has been hired) shall be designated by the Executive Committee to manage the daily operations of the consortium. The Executive Director shall serve as point of contact for the

Consortium, its members and the Executive Committee. The ED shall maintain the records of the Consortium, work closely with the Executive Committee, aid in planning, or coordinating the operations of the Consortium. This shall be a continuous position, acting at the will of the Consortium. Removal of the Executive Director shall be by majority vote of the Consortium. In order to provide continuity with the financial institution holding the Consortium’s bank account, the Executive Director shall have signature authority on the Consortium’s bank account. The Executive Director’s decision on Executive Committee votes shall only be used to break a tie.

The President will perform the duties as described for the Executive Director if the position has not been hired.

Fiduciary Associate:

Whereas the Texas Hispanic-Serving Institutions Consortium must file legal and financial documents annually with the IRS and the State of Texas Comptroller in order to maintain non-profit status and tax-exempt status as a 501(c)(3), and to maintain its legal headquarters of the Consortium at 3001 S. Congress Ave., Austin, Texas 78704, the Board of the Consortium may appoint a volunteer (unpaid) Fiduciary Associate to file these required documents. The Fiduciary Associate may also serve as a signing authority for the banking accounts of the Consortium and may assist the Treasurer of the Consortium as needed, should the Board so designate. The Fiduciary Associate, if appointed by the Board, shall serve at the pleasure of the Board of the Consortium on a pro-bono basis upon appointment by the Board.” [For information, the Board has currently appointed Gloria White of St. Edward’s University to serve as the volunteer (unpaid) Fiduciary Associate for the Consortium, beginning in 2019.]

Section 8: Powers of the Executive Committee

The executive Committee shall act on the Consortium’s business between regular meetings of the Consortium. Executive Committee members shall be designated and authorized to access funds from the Consortium’s bank account upon simple majority vote per incidence. The Executive Committee shall designate either signatory to sign checks and distribute funds to pay the bills of regular financial business of the consortium. For a one-time incident such as at the spring or fall Consortium Conference, the President or Executive Director is authorized to expend up to $500 without the consent of the Executive Committee.

Section 9: Terms of Office as Executive Committee Members

Executive Committee members shall hold office at the discretion of their respective sponsor organization, or until a change of employment status with the sponsor organization occurs. Executive Committee members may hold office for any number of consecutive years, unless · directed otherwise by their respective Boards.

Section 10: Loss of Eligibility

Substantial changes in an Executive Committee member’s employment or status with his or her sponsor organization may alter the Executive Committee member’s qualifications to hold office. In the event that an Executive Committee member loses his or her eligibility, he or she shall not continue as an Executive Committee member.

ARTICLE VI: AD-HOC COMMITTEES

Section 1: Ad-hoc Committees

Ad-hoc committees shall be established by the Executive Committee, as needed, to carry out the work of the Executive Committee.

Section 2: Composition

Ad-hoc committee membership may include members of the Consortium not elected to the Executive Committee in addition to Executive Committee members. In consultation with the Executive Committee, the President or Committee Chair may select members of an ad hoc committee.

Section 3: Limits of Authority

The functions of the committees shall be to make recommendations to the Executive Committee and carry out other activities delegated by the Executive Committee. Unless authorized by the Executive Committee, no action by any committee shall be binding upon or constitute an expression of the Executive Committee.

ARTICLE VII: MEETINGS

Section 1: Executive Committee Meetings

Executive Committee meetings shall be held as needed, but at least twice a year. The schedule, time, and place shall be determined by the Executive Committee.

Section 2: Quorum

No Executive Committee meeting shall be held without a quorum. A quorum of the Executive
Committee shall be a simple majority of the members eligible to vote.

Section 3: Majority action

Decisions or acts of the Executive Committee shall be determined by a majority vote.

Section 4: Attendance

If an Executive Committee member cannot attend a meeting, the Executive Committee could designate an alternate to attend the meeting, but they shall have no vote.

Section 5: Parliamentary Authority

The current edition of Robert’s Rules of Order shall be the final authority in all questions of parliamentary procedure.

ARTICLE VIII: DUES

Section 1: Hispanic Serving Institutions

Hispanic Serving Institutions- $300 per year

Section 2: Associate Members

Dues for Associate Members- $450 for other minority-serving institutions, 1890 Institutions, 1994 Institutions and $600 for any other college or university, private entity or community or faith-based organization.

ARTICLE IX: DISSOLUTION

Upon Dissolution of the Consortium, the Executive Committee shall distribute assets remaining after payment and make provision for payment of all debts and liabilities of the Consortium. Assets shall be distributed to a nonprofit fund, foundation, association, conservancy, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code.

ARTICLE X: INDEMNIFICATION

The Executive Committee may adopt a resolution authorizing the purchase and maintenance of insurance against liability on behalf of any Sponsor Organization, member, or agent of the Executive Committee.

ARTICLE XI: AMENDMENTS

Section 1: Vote

These bylaws may be amended by a two-thirds vote at the next scheduled meeting of the Consortium.

Section 2: Notification

Notification of proposed changes to these bylaws must be submitted in writing to the Executive Committee one month prior to the annual meeting.

Section 3: Distribution of Information

Copies of changes to these bylaws shall be made available to all member organizations, as adopted.
Enacted on August 3, 2006. Amended February 14, 2019.

President

Secretary


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