The name of this corporation shall be Career and Technical Association of Texas.
Article II—Location of Offices
The registered office of the corporation shall be in the Austin area, in the State of Texas. The
corporation may also have offices or agencies in such other places as the Board of Directors may deem
Article III—Organizations and Affiliations
A. The corporation is a statewide organization, unified with the Association for Career and Technical
B. Affiliation with other organizations of similar purposes and interests may be entered into or dissolved
by action of the Governing Board with the approval of two-thirds (2/3) of the voting membership present
at a called vote, based on recommendations of Board of Directors.
Article IV—Mission and Purposes
CTAT is the leading advocate for career and technical education, enabling educators to prepare
students of all ages for successful careers through rigorous academic and technical programs,
promoting instructional partnerships with business and industry, and increasing public awareness of the
career opportunities available to students.
To provide leadership and support in developing an educated, prepared, adaptable and globally
competitive workforce. To foster excellence in career and technical education with professional
development and resources.
The association shall have and possess all the rights, powers, and privileges given to corporations by
common law, including to sue and be sued, to borrow money and secure the payment of the same by
notes, bonds and mortgages upon personal and real property, and to rent, lease, purchase, hold, sell
and convey such personal and real property as may be necessary and proper for the purpose of erecting
buildings, and for other proper objects of such corporation to receive dues and donations for carrying
out the objects aforesaid.
Any individual interested in the mission and purposes of the association shall be eligible for membership.
B. Classification of Members
The Association shall consist of five (5) classes of membership:
3. Educational Institution
4. Business and Industry Membership
5. State Affiliate Organizational Membership
C. Active Membership
Active membership of this corporation is open to any person interested in the welfare of the
organization. Active membership shall include unified membership in ACTE.
D. Associate Membership
Associate, non-voting membership of this corporation is open to any person interested in the welfare of
E. Educational Institution
Educational Institution membership of this corporation is open to any entity interested in the welfare of
the organization and is defined as any school district, technical and career center, curriculum center,
educational consortia, community college or university.
F. Business and Industry Membership
Business and Industry Membership, non-voting, is open to corporations, owners and persons
representing business, industry and the military that have a professional interest in activities that foster
the improvement and expansion of career and technical education.
1. Each Business and Industry member shall designate one individual as the contact listing for the
G. State Affiliate Organization Membership
State Affiliate Organization Membership, non-voting is open to any state organization that has a
professional interest in activities that foster the improvement and expansion of career and technical
H. Honorary Membership
Honorary, non-voting members of this corporation shall be persons the Corporation desires to honor for
exceptional service within the interests of career and technical education and/or the corporation.
Honorary membership shall be conferred after approval by the Area and Board of Directors. An honorary
member shall not be required to pay any dues.
I. Voting and Holding Office
1. Individuals from the following membership classifications shall be considered eligible for voting
and serving as board and committee members:
a. Active Members
b. Educational Institution Members
2. Active and Educational Institution members may serve as officers of the association.
3. The Board of Directors shall determine policies and procedures for the classification of
J. Membership Year
Membership shall begin with receipt of dues at the CTAT office and extend for one year (twelve months).
K. Dues Setting Authority
Dues for all classification of membership shall be determined by the Board of Directors.
One or more meetings of the members shall be held during each calendar year. Written notices of the
place, day, and hour of such meetings shall be delivered not less than ten (10) days before the date of
the meeting, to each member entitled to vote at such meeting.
Article VI—Organizational Structure
1. The Board of Directors shall have the authority to define the criteria for establishing and
maintaining a division.
2. Establishment of a division requires approval by two-thirds of the membership.
3. Divisions must maintain a minimum of 25 members by May 1 each year. Divisions whose
membership drops below this level shall be permitted one year beyond the fiscal year in which
the membership dropped below the minimum required level to regain the minimum membership
requirement before losing divisional status. Any division failing to meet these requirements may
become a section of another Division.
4. Each division shall elect two At-Large representatives from the membership of their division to
serve on the Board of Directors. The term of office shall be a two-year staggered rotation.
5. The Board of Directors shall establish a system for sequencing the term of office of At-Large
6. Each division is encouraged to have a committee to serve in an advisory capacity to the At-
Large division representative of the division serving on the Board of Directors.
7. The operating policies of the divisions shall conform to the policies approved by the CTAT Board
of Directors and the CTAT Bylaws.
1. For the purpose of electing area directors to serve on the board, the State of Texas is divided
geographically into twelve 12 areas. The boundaries of an area shall be determined by the Board
of Directors. The officers of areas shall be consulted by the Board in determining the area
2. Each area shall be entitled to one board member for each twenty-five (25) or major fraction
thereof as determined annually by number of active members on May 1. Each area is
guaranteed a minimum of one (1) board member. Unless otherwise provided in these Bylaws,
the members in each area entitled to vote shall determine the method of selecting directors in
their respective area. Area directors shall be elected from the membership of each area prior to
the end of each school year to serve for the following fiscal year of the corporation. All area
directors shall serve for a minimum two-year term, or until their successor is elected.
3. The operating policies of the areas shall conform to policies approved by the Board of Directors
and the Bylaws.
4. The area directors shall have the responsibility for seeing that the policies and strategic plan are
carried out in the region.
1. The following standing committees shall be appointed annually by the President of the
a. Audit/Budget and Finance
c. Constitution and Bylaws
f. Professional Development
h. Other ad hoc committees or task forces as necessary
2. The various respective committees shall perform the duties described in the Procedures Manual
of the corporation. The committees shall serve at the pleasure of the President and Board of
Directors and may appoint a chairman from the ranks of each committee and may adopt such
rules and procedures as necessary, which are consistent with these Bylaws, or the rules
adopted by the Board of Directors.
3. The Board of Directors shall establish procedures for the creation and operation of standing
committees and task force committees as it deems appropriate. The president shall recommend
to the Board of Directors on a regular basis the creation, dissolution and consolidation of these
bodies. All committee members shall be members.
Article VII— Governance
A. Annual Meeting
1. At the annual meeting of the corporation, the members shall consider such business provided
for in these Bylaws, and such items as referred to it by the Board of Directors.
2. Meetings of the corporation shall be at a time and place designated by the Board of Directors.
The meetings shall be open but voting shall be restricted to voting members.
3. Written notices of the place, day, and hour of such meetings shall be delivered not less than ten
(10) days before the date of the meeting, to each member entitled to vote at such meeting.
4. Members present shall constitute a quorum.
B. Board of Directors
1. The Board of Directors shall be the governing body of the Association and shall have the
authority and responsibility for the supervision, control and direction of the Association. The
shall have all powers and duties as conferred by statute or these Bylaws as from time to time
2. The Board of Directors shall have the authority to set dues annually.
3. If because of disability, resignation or other cause any Director position becomes vacant, the
area/division shall be empowered to fill the said position for the un-expired term. A Director may
be removed as permitted under applicable law.
4. The Board of Directors may appoint individuals to serve as non-voting advisors to the Board.
5. The Board of Directors shall hire the executive director and designate the term of employment
and compensation. The executive director shall have responsibility for organizing and
maintaining a headquarters and staff to accomplish the goals, objectives and strategic plan of
6. Directors shall not receive a salary for their services on the Board. Expenses incurred in
performing the business of the corporation may be reimbursed in accordance with policies
established by the Board of Directors.
7. The Board of Directors shall meet at least once annually at the time and place of, and in
conjunction with, the annual meeting of the members of the corporation. In the event no annual
meeting of the active members is held in any fiscal year, then the date and place of the annual
meeting of the Board of Directors shall be called by the President of the corporation. Special
Meetings of the Board of Directors may be called by the President upon two- (2) day’s notice to
each member of the Board either in person, by mail, or any telecommunications vehicle. Special
Meetings of the Board shall be called by the President or Secretary of the corporation in like
manner and/or by like notice upon written request of a majority of the Board.
8. A majority of Directors shall establish a quorum at any meeting of the Board of Directors. A
quorum may be established by proxy. Any action required by law to be taken by the Board of
Directors may be taken by the Board designees, with the written consent of the Board of
Directors. A quorum may be waived due to an act of God. Any act by a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by these Bylaws.
9. The duties and responsibilities of Directors include the following:
a. Represent Area or Division on the Board.
b. Communicate with Area or Division members.
c. Attend Board meetings regularly.
d. Advise the President of the corporation of suggested agenda items.
e. Share information with other Directors between meetings.
f. Represent the corporation at meetings as requested by the President.
g. Designate duties of executive director.
C. Executive Committee
Only in the event that action must be taken between board meetings and only on matters not specifically
reserved for the board by these Bylaws or by law may the Executive Committee act. Actions of the
Executive Committee shall be reported to and ratified by the Board at the next Board meeting.
A. Officers The officers of the corporation shall consist of President, President-elect, Secretary, Finance
Chair, and such other officers as may be elected in accordance with the provisions of this Article. The
executive committee shall be comprised of President, President-elect, Secretary, and Finance Chair. The
immediate Past-President shall serve in an advisory, ex-officio capacity to the Executive Officers.
B. Duties of Officers
1. The term of office shall be one year with the exception of the Finance Chair. The president, or in
his/her absence, the president-elect, shall preside at all meetings of the association, Board of
Directors and Executive Committee. The President shall be the chief executive officer of the
corporation, and shall preside over all meetings of the Board of Directors and all meetings of the
membership of the corporation. He/She shall have general and active management of the
business of the corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He/She shall be an ex-officio member of all standing
committees and shall have general powers and duties of supervision and management usually
vested in the office of President of a corporation. The President shall perform all duties as
described in the Procedures Manual of the corporation.
2. The president-elect shall serve for a period of one year prior to assuming the duties of the
president. The President-elect shall, in the absence or disability of the President, perform the
duties of the President. He/She shall become the President of the corporation during the year
following his/her service as President-Elect. He/She shall perform such other duties as the other
Board of Directors shall prescribe and those duties described in the Procedures Manual of the
3. The Secretary shall attend all meetings of the Board of Directors, together with annual and
special meetings of the membership of the corporation, and record all votes and minutes of
such meetings and standing committees, when required. The Secretary shall additionally
perform those duties described in the Procedures Manual of the corporation, as published from
time to time.
4. The Finance Chair shall have oversight of all monies, securities, and other valuable property in
the name of the corporation in such repositories as may be designated by the Board of
Directors. The Finance Chair shall additionally perform the duties described in the Procedures
Manual of the corporation.
5. The Past-President shall be an honorary office held by the outgoing President from the previous
year. The Past-President will provide experience, advice, and guidance to the Board of
Directors, and in emergency situations, shall serve in place of any officer who is unable to
complete his/her term of office until the end of the year of service, or until another officer is
appointed for such vacant position.
C. Resignation and Removal
1. If because of disability, resignation or other cause any office becomes vacant, the Board shall be
empowered to fill the said office until the prescribed procedures shall be followed to elect a
member for the un-expired term.
2. The Board of Directors, by a two-thirds (2/3) vote of all its members, may remove any officer
from office for cause.
Article IX—Election of Board of Directors
A. Eligibility and Term of Office
1. The Board of Directors shall be elected as prescribed by these articles. They will be selected on
the basis of demonstrated leadership in career and technical education.
2. The President-Elect shall have served on the Board of Directors at some time. The
President-elect may or may not be currently serving on the Board of Directors. The President-
Elect shall serve no more than one one-year term.
3. The President shall serve no more than one one-year term.
4. The Finance Chair shall serve no more than two two-year terms.
5. The Secretary shall serve no more than two one-year terms.
6. At-Large Division representatives shall be elected by members of the Division and shall serve no
more than two two-year terms.
7. Area Directors shall be elected by members of the Area and shall serve no more than two threeyear
terms. Whenever any vacancies shall occur, a successor shall be elected by the area
affected. The Board of Directors shall establish a system for sequencing the term of office of
8. The officers shall begin their term of office on August 1 following their election.
9. The office of Past-President will be an ex-officio position filled by the elected President from the
10. The officers of the corporation, with the exception of the Finance Chair as set forth, shall be
elected annually and shall hold office until their successors are chosen.
11. Any exception requires approval by the Executive Committee to be ratified by the Board of
Directors at its next scheduled meeting.
B. Process of Nomination
1. During the annual election cycle nominees for eligible offices shall be approved by the Board of
C. Method of Election
1. The President-Elect, Secretary and Finance Chair, and all other offices other than Presidentelect,
shall be elected by the membership eligible to vote.
2. At-Large Division representatives shall be elected by members of their Division.
3. Area directors shall be elected from the eligible memberships of their respective areas.
4. The Board of Directors shall establish policy regarding campaigns for office and shall publish
such policy to all candidates along with the announcement of the slate. Each eligible voting
member of the corporation shall receive access to the ballot for voting. The Executive
Committee shall certify the names of the persons duly elected. In case of a tie vote of two or
more nominees, the Executive Committee shall cast the deciding vote for the office. A majority
vote shall constitute an election.
5. If at any time during the election process a candidate for office withdraws or is disqualified, the
Board of Directors will determine if the office is to be declared vacant.
Article X—Amendments The CTAT Bylaws and Articles of Incorporation may be amended as follows:
A. Proposed amendments accompanied by a written rationale for the change shall have been approved
by the Board of Directors.
B. Proposed amendments with a written rationale shall be reviewed by the Bylaws Committee who may
recommend acceptance or rejection.
C. All proposed amendments shall be provided to the members at least 30 days prior to a vote.
D. Amendments to the CTAT Bylaws shall be approved by a two-thirds (2/3) vote of voting members
unless otherwise provided by the amendment. They shall become effective immediately after the
close of the vote.
E. The Articles of Incorporation may be amended only by a two-thirds (2/3) vote of all voting members
as provided by all applicable laws.
Article XI—Parliamentary Authority
The current edition of Robert’s Rules of Order, Newly Revised, will govern any provision not covered by
the Bylaws of the association.
A. The Board of Directors may authorize any officer or officers, agent or agents of the corporation to
enter into any contract or execute and deliver any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
B. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the
corporation, and in such manner as shall from time to time be determined by resolution of the Board of
Directors. In absence of such determination of the Board of Directors such instruments shall be signed
by the Finance Chair and counter-signed by the President of the corporation.
C. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Directors may select.
D. The Board of Directors may accept on behalf of the corporation, any contribution, gift, bequest, or
devise for the general purposes or for any special purpose of the corporation.
Article XIII—Books and Records
The corporation shall keep, correct, and complete books and records of account, and shall also keep
minutes of the proceedings of its members, Board of Directors, and committees having any of the
authority of the Board of Directors, and shall keep at the registered or principal office, a record giving the
names and addresses of the Directors entitled to vote. All books and records of the corporation may be
inspected by the Audit Committee, CPA and/or attorney for any proper purpose at any reasonable time.
Article XIV—Miscellaneous Provisions
1. Fiscal Period. The fiscal period of the corporation shall be from July 1 to June 30, or such other
period as approved by the Board of Directors.
2. Notices. Whenever, under the provisions of these Bylaws, notice is required to be given to any
officer, director or member it shall not be construed to mean personal notice, but such notice
shall be given by any means calculated to give actual notice addressed to each member, officer
or director at such address as appears on the books of the Association. Any director or officer
may waive any notice required to be given under these Bylaws.
3. Dissolution. The dissolution of the Association shall follow all applicable laws. Upon dissolution it
shall be the obligation of the Board of Directors to ensure that all just debts and claims against
the Association are paid. Any funds remaining after payment of all debts and obligations shall be
distributed to one or more regularly organized and qualified charitable, educational, scientific or
philanthropic organizations exempt from taxation under Section 501(c)(6) of the Internal Revenue
Code. Such organizations are to be selected by the Board of Directors.
4. Indemnification. To the fullest extent permitted by law, but limited to the Association’s insurance
coverage, the Association shall indemnify and hold harmless any and all past, present or future
Directors and Officers, as identified and defined in these bylaws and, in its discretion and in
accordance with law, may indemnify and hold harmless any agent or employee of this
Association from all liabilities, expenses and counsel fees reasonably incurred in connection with
all claims, demands, causes of action and other legal proceedings to which they may be
subjected by reason of any alleged or actual action or inaction in the performance of the duties
of such Director, Officer, employee or agent on behalf of the Association.
5. Insurance. The Association shall have the right to purchase and maintain insurance to the full
extent permitted by law on behalf of all its agents, including officers, directors and employees,
against any liability asserted against or incurred by the agent in such capacity arising out of the
agent’s status as such.
Incorporated under the laws of the State of Texas, July 29, 1999