TEXAS COUNSELING ASSOCIATION
BY-LAWS
Adopted - 1974 --- Amended - 1977, 1978, 1980, 1981, 1982, 1983, 1984, 1985, 1986, 1987, 1988, 1989, 1990, 1991, 1992, 1993,
1994, 1995, 1996, 1998, 1999, 2000, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013
ARTICLE I
Name, Affiliation, and Purposes
Section 1.
Name - The name of this Association shall be the Texas Counseling Association.
Section 2.
Affiliation - This Association is a branch of the American Counseling Association. The Texas Counseling
Association may affiliate with other groups whose purposes are consistent with the By-Laws of the Texas
Counseling Association. The Texas Counseling Association adheres to the American Counseling
Association’s Code of Ethics.
(a) The Texas Counseling Association will withdraw from affiliation with the American Counseling
Association should they take any of the following actions
1. Take any action of any kind to attempt to take or claim a right to the assets of the Texas Counseling
Association.
2. Take any action requiring the mandatory unification of membership in the Texas Counseling
Association, or requiring the mandatory joint collection of dues for membership in both
associations.
(b) Any such action by the American Counseling Association will have the effect of automatically
withdrawing the Texas Counseling Association from affiliation with the American Counseling Association
without the need for further action by the Texas Counseling Association.
Section 3.
Purpose- The purpose of this association is defined by the mission statement, values, and goals of the
Texas Counseling Association in the Association’s current Strategic Plan, as developed by the Association
Board of Directors and approved by the Association Senate.
ARTICLE II
Membership
Section 1.
Types of Membership - membership shall be of one type - individual. Such persons may become members of the
Association upon payment of annual dues. No one may be denied membership in this association on the basis of
ethnic group, color, creed, gender identity, sexual orientation, age, and/or disability.
Section 2.
Classes of Membership - membership shall be of six classes – professional, new professional, student, emeritus,
retired, and affiliate.
Section 3.
Professional Membership
Section 4.
(a)
Eligibility - Open to any person who holds an advanced degree and a license or certification from a Texas or
national regulatory agency as a school counselor, licensed professional counselor, or other mental health
professional.
(b)
Privileges - Any person who has met the qualifications for professional membership and has paid the
prescribed dues shall be eligible to receive all member benefits, attend meetings of the Association, to vote,
and to hold office.
New Professional Membership
(a)
Eligibility – Open to individuals who have graduated with a Master’s or Doctorate in the area of human
development within the past 12 months. This membership status is good for twenty-four months or until
completion of internship or associate supervision requirements, whichever comes first.
Revised By-Laws November 21, 2013
(b)
Privileges – Any person who has met the qualifications for new professional membership and has paid the
prescribed dues shall be eligible to receive all member benefits, attend meetings of the Association and to vote, but
shall not be eligible to hold office.
Section 5.
Section 6.
Section 7.
Section 8.
Student Membership
(a)
Eligibility - Open to students who are enrolled in a planned postsecondary program in the area of human
development and who are not employed more than half-time as a professional counselor.
(b)
Privileges - Any person who has met the qualifications for student membership and has paid the prescribed
dues shall be eligible to receive all member benefits, attend meetings of the Association, but student
members may not vote nor hold office.
Retired Membership
(a)
Eligibility---Open to any professional member who is retired and no longer working or employed more than
half time as a professional counselor or mental health professional
(b)
Privileges---Any person who has met the qualifications for retired membership and has paid the prescribed
dues shall be eligible to receive all member benefits, attend meetings of the Association, to vote and to hold
office.
Emeritus Membership
(a)
Eligibility---Emeritus membership is an honor which may be granted by the Board of Directors. To be eligible
a member must be at least sixty-five (65) years of age and be retired from counseling or a related profession
and have a minimum of ten (10) years of membership in TCA, five of which must be continuous immediately
prior to nomination for emeritus status. Emeritus membership may be granted to members who have shown
exemplary service to the profession and TCA. Emeritus membership is automatically awarded to individuals
who have received the Truax Award and specific Emeritus membership requirements are waived.
(b)
Privileges--- Emeritus members shall be exempt from payment of dues to the Association and shall be
eligible to receive all member benefits, attend meetings of the Association, to vote and to hold office.
Affiliate Membership
(a)
Eligibility – Open to any person who supports the mission of the Texas Counseling Association, its chapters
and divisions.
(b)
Privileges – Any person who has met the qualifications for affiliate membership and has paid the prescribed
dues shall be eligible to receive all member benefits, attend meetings of the Association and to vote but are
not eligible to hold office.
Section 9.
ACA Membership - members of this Association shall be encouraged to apply for membership in the American
Counseling Association and its divisions. All members of the Board of Directors and Senate of the Texas
Counseling Association shall be members of the American Counseling Association.
Section 10.
Division Membership - Members of the Association are encouraged to apply for membership in one or more
state divisions. Membership in a division requires that a person hold current membership in the Texas
Counseling Association and meet divisional membership requirements.
Section 11.
Chapter Membership - Association members are eligible for membership in chapters designed to serve local
areas by meeting chapter requirements for membership. TCA encourages active participation in the chapters by
its members.
Revised By-Laws November 21, 2013
Section 12.
Severance of Membership
(a)
A member may be dropped from membership for the non-payment of dues.
(b)
A member may be dropped from membership if their license or certification is revoked by their
credentialing agency.
(c)
It shall be the responsibility of the Board of Directors to determine whether or not a member should be
dropped from membership.
ARTICLE III
Officers and Staff of the Association
Section 1.
Section 2.
Officers and Terms of Office
(a)
The officers of this Association shall be the President, the President-Elect, the Immediate Past President,
the Secretary, and the Treasurer.
(b)
All officers of the Association, except the Treasurer, shall be elected at large from among the individual
members of the Association and shall serve for one-year terms or until their successors are elected.
(c)
The Treasurer shall be appointed by the Senate upon recommendation of the Board of Directors.
(d)
The term of office of any elected or appointed officer of the Association, division or chapter shall begin on
July 1, and shall be for a period of one year or until a successor takes office unless the Division or Chapter
By-laws specify a two year term.
Duties of Officers
(a)
The President shall preside at all meetings of the Association and shall be chairperson of and preside at
meetings of the Board of Directors and the Senate. The President shall be an Ex Officio member without
vote of all committees except the Nominations and Election Committee
(b)
The President-Elect shall perform the duties of the President in the absence or incapacity of the President as
determined by the Board of Directors. The President-Elect shall assume the Presidency of the Association
upon the death or resignation of the President. The President-Elect shall serve as Chapter/Division
Coordinator of the Association. The President-Elect will be responsible for all leadership training.
(c)
The Immediate Past President shall serve as chairperson of the Nominations and Election Committee and
perform such other duties as delegated to him/her by the Board of Directors and the Senate.
(d)
The Secretary shall keep records of the meetings of the Board of Directors and the Senate. The Secretary
shall be empowered to execute official documents of the Association and to perform the duties customary to
this office and additional duties as directed by the Board and the Senate.
(e)
The Treasurer shall serve as chairperson of the Finance Committee and represent the Association in
assuring the receipt and expenditures of funds in accordance with the directives established by the Board of
Directors and shall be under such bond as may be determined by the Board of Directors. The Treasurer
shall be responsible for seeing that a financial report is prepared for presentation at each meeting of the
Board of Directors and the Senate. The Treasurer shall be in attendance at the meetings of the Senate and
shall perform such additional duties as may be directed by the Board of Directors and the Senate.
.
Revised By-Laws November 21, 2013
Section 3.
Nomination and Election of Officers and Board Members
(a)
Nominations and Election Committee - There shall be established a Nominations and Election Committee
consisting of the Immediate Past President of the Association as chairperson and such other members of
the committee as the chairperson shall nominate subject to Senate approval. No member of the
Nominations and Election Committee may serve for two consecutive years, nor may any member be a
candidate for office while a member of the Nominations and Election Committee.
(b)
All members in good standing, except student members, may vote.
(c)
The Nominations and Election Committee shall conduct the nominations and election of officers, regional
directors and such other persons as are called for by these By-Laws, by secret ballot of the voting
membership.
(d)
All elected officers of the Association shall be members of TCA, ACA, and a local chapter or division.
(e)
In an effort to demonstrate dedication to the TCA Association, individual candidates seeking to have their
name placed in nomination for TCA President-elect must possess strong leadership skills as demonstrated
by a successful history of TCA leadership, within the past seven (7) years, in one or more of the following
roles: key leadership position(s) in a division or chapter, Committee Chair, or Board or Senate member.
Candidate should possess proven leadership, a strong sense of ethical integrity, history of active
engagement in advocacy for counseling and TCA, and a shared vision in accordance with the current TCA
Strategic Plan.
(f)
Candidates may not run for TCA President-Elect at the same time they are candidates for president-elect of
a division or chapter.
(g)
The Nominations and Election Committee shall use the following guidelines in the nominations and election
procedure:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
the nominations ballot for the appropriate officers, Regional Directors, and other such persons as
are called for by these By-Laws, shall be made available to the membership on the internet as close
as is feasible to January 1 of the year following the annual meeting of the Association;
a post card shall be mailed to the voting membership informing them of the availability of the
nominations ballot on the internet and informing them that they may request a paper nomination
ballot by contacting the Association Executive Director. The post card shall be mailed as close as
is feasible to January 1 of the year following the annual meeting of the Association.
the nominations ballot shall include a statement indicating that paper ballots must be postmarked
on or before February 1 to be counted, internet submitted ballots must be received on or before
midnight, February 1 to be counted, and shall specify the requirements necessary to hold each
office or position listed on the nomination ballot The nominations ballot shall also include a
statement that any qualified member may nominate more than one person for each elective office.
the election ballot shall be made available to the membership on the internet as close to April 1 of
each year as is feasible.
a post card shall be mailed to the voting membership informing them of the availability of the
election ballot on the internet and informing them that they may request a paper election ballot by
contacting the Association Executive Director. The post card shall be mailed as close as is feasible
to April 1 of each year.
The election ballot shall include a statement indicating that paper ballots must be postmarked on or
before May 1 to be counted and that internet submitted ballots must be received on or before
midnight, May 1 to be counted.
the results of the election shall be certified to the President, President-Elect, and Executive Director,
no later than June 1.
Revised By-Laws November 21, 2013
(8)
(9)
(h)
The Nominations and Election Committee shall submit a detailed plan regarding nominations and election
procedures to the Executive Committee of the Board prior to January 1. The plan shall include procedures
for:
(1)
(2)
(3)
(4)
(5)
(i)
all ballots, envelopes and tally sheets shall be sealed and sent to the Executive Director. Such
materials are to be held secure until the next annual conference of the Association. In the event of
a tie for first place, a runoff election will be conducted with a June 1 deadline for receipt of paper
ballots and a deadline of midnight, June 1 for receipt of internet ballots.
in the event of a runoff election, post cards shall be mailed to the voting membership informing
them of the runoff election; of the availability of the runoff ballot on the internet; and informing them
that they may request a paper election ballot by contacting the Association Executive Director. The
post card shall be mailed as close to May 1 as is feasible.
certification of date of mailing and placing on the internet the nominations and election ballots;
method of determining authenticity of the voter;
criteria for the nomination vita sheet so as not to be preferential to any candidate;
procedure for counting and verifying correctness of election results;
procedure for handling a tie vote for nomination and elections.
In the event that all division offices are vacated due to death, resignation or any other reason, leaving no
division officers to conduct division elections, and no provisions for conducting an election without current
leadership is in the division by-laws, with the approval of the TCA Board of Directors, the TCA Nominations
and Elections Committee will conduct an election to choose division officers.
Section 4.
Compensation of Officers - None of the elected officers of the Association shall receive any compensation for
their services as such to the Association.
Section 5.
Uncompleted Terms of Persons Elected to Statewide or Regional Positions
(a)
In the event that the President-Elect, Secretary, or a Regional Director's position is vacated due to death,
resignation, or any other reason, the TCA President shall appoint a person to fill the office for the remainder
of the uncompleted term.
(b)
In the event the immediate Past-President's position is vacated due to death, resignation, or any other
reason, the TCA President shall appoint a former Past-President of TCA to fill the office for the remainder of
the uncompleted term.
(c)
In the event the President-elect, President, and past Presidential offices are vacated due to death,
resignation, or any other reason, the most recent available former TCA President shall assume the duties of
the President. Such appointment will be by the TCA Board of Directors in a meeting to be called by the
Executive Director. Should the Executive Director be unable to call the Board of Directors into session, the
TCA secretary will assume that responsibility. Should the TCA secretary be unable to call the Board of
Directors into session, the most senior level member of the TCA staff will assume that responsibility.
Section 6.
Removal of an Officer from Office - TCA shall adhere to the protocol for the removal of officers as set forth by
the American Counseling Association. Any member of the TCA Board or Senate must resign that position prior to
applying for a staff position within TCA.
Section 7.
Office Staff
(a)
The Executive Director shall be appointed by the Board of Directors and this appointment shall be reviewed
annually.
(b)
The Executive Director shall be under such bond as may be determined by the Board of Directors and shall
perform such duties as may be delegated by the President, Board of Directors, and the Senate. The
Executive Director shall be in attendance at meetings of the Board of Directors and the Senate.
Revised By-Laws November 21, 2013
(c)
The Executive Director shall be paid such compensation from the funds of the Association as may be fixed
from time to time by the Board of Directors with the approval of the Senate. The necessary expenses of the
Executive Director shall be paid from the funds of the Association under the policies established for such
payment.
ARTICLE IV
Board of Directors
Section 1.
Composition
(a)
The Board of Directors shall be composed as follows:
(1)
(2)
(3)
Section 2.
Section 3.
The Officers of the Association.
One Director elected by each organized division having a minimum of 50 members
as of July 1.
Regional Directors elected by the membership grouped geographically according to chapters. The
Regions shall be determined by the Senate and reviewed annually.
(b)
The term of office for each member of the Board of Directors other than elected officers of the Association
shall be for three (3) years and shall begin on July 1 of the election year.
(c)
No member of the Board of Directors may concurrently represent more than one division or simultaneously
represent a division and a region.
(d)
All members of the Board of Directors shall be members of ACA and TCA.
Powers and Functions of the Board of Directors
(a)
To execute policies formulated by the Senate.
(b)
To propose Association policies and recommend such policies to the Senate for its consideration and action.
(c)
To formulate operational policies appropriate for executive action and direct the execution thereof subject to
review by the Senate.
(d)
To identify issues and recommend priorities for professional thrust relating to problems of human
development pertinent to the Association.
Meetings of the Board of Directors
(a)
The Board of Directors shall convene during the annual conference of the Association. Additional meetings
of the Board of Directors may be called by a majority vote or petition of the members of the Board of
Directors and/or upon the call of the President. The time and place of such additional meetings shall be
fixed by the Board of Directors at least thirty (30) days prior to any such additional meeting.
(b)
The President of the Association shall preside at meetings of the Board of Directors and the President-Elect
shall preside in the absence of the President.
(c)
Each member of the Board of Directors shall have one vote except the Executive Director and the Treasurer
who shall be ex officio without vote. A majority of the voting members of the Board shall constitute a
quorum.
(d)
Any Board action voted on by mail-ballot must be recorded in the minutes at the next Board meeting.
Revised By-Laws November 21, 2013
Section 4.
Executive Committee - The Executive Committee of the Board of Directors shall consist of the President,
President-Elect, Immediate Past President, and Secretary, three of whom shall constitute a quorum. The TCA
Secretary shall serve as Secretary of the Executive Committee. The Executive Director shall be an ex officio
member without vote. The Executive Committee shall act for the Board of Directors within the limits of the written
policies established by the Board of Directors and/or Senate.
ARTICLE V
The Senate
Section 1.
Section 2.
Section 3.
Composition
(a)
The Senate shall be composed of the elected officers of the Association and Senators elected from TCA
Chapters and also from TCA Divisions which have a minimum of 50 members on July 1. Each chapter shall
be allowed one Senator. Each Division which has a minimum of 50 members shall be allowed one Senator.
Senators must be TCA members. Chapter Senators shall be elected by Chapter members who are also
members in good standing of TCA. Division Senators shall be elected from members in good standing in
the division and TCA. Senators shall be certified to the President of the Association by the Presidents of the
Divisions and Chapters thirty (30) days prior to any meeting date of the Senate.
(b)
Terms of members of the Senate shall be for three (3) years and shall begin on July 1 of the election year.
(c)
No member of the Senate may represent more than one division or chapter.
(d)
No member of the Board of Directors except elected officers of the Association may serve in the Senate.
(e)
Any voting member of the Senate must be a member of TCA and ACA.
Powers and Functions
(a)
To establish policies to govern the affairs of the Association.
(b)
To act on recommendations from the Board of Directors.
(c)
To act on reports of the Board of Directors, divisions, chapters, standing committees, and such special
committees as are responsible to the Senate.
(d)
To adopt and to amend By-Laws.
(e)
To grant charters to chapters.
(f)
Any Senate action voted on by mail-ballot must be reaffirmed and recorded in the minutes at the next
Senate meeting.
(g)
To exercise such other powers and functions as may be necessary or desirable in the best interests of the
Association, not in conflict with the By-Laws.
Meetings of the Senate
(a)
The Senate shall convene during the annual conference of the Association and in June. Additional meetings
of the Senate may be called upon petition of or vote by a majority of the members of the Senate or the Board
of Directors or by vote of the Executive Committee of the Board of Directors. The time and place of
additional meetings shall be fixed by the President. Notice thereof shall be given to all members of the
Senate at least thirty (30) days prior to any additional meetings.
(b)
The President of the Association shall preside at meetings of the Senate, and the President-Elect shall
preside in the absence of the President.
Revised By-Laws November 21, 2013
(c)
Each member of the Senate shall have one vote, and a majority of the certified members of the Senate shall
constitute a quorum.
(d)
At each meeting of the Senate, and at any other time when requested in writing, the Association, through the
Executive Director, and each division, chapter, and standing committee, and special committee, through the
President, shall make a written report to the Senate regarding the state of its affairs, its activities, and its
responsibilities. These reports shall be accompanied by a tentative agenda of business to be conducted.
(e)
Any Senator may present business items, for Senate consideration. Any new business items shall be
presented in writing to the presiding officer prior to the opening of the Senate meeting.
(f)
Each chartered state division with a minimum of 50 members on July 1 shall elect a representative to serve
as a voting member of the Senate of TCA.
(g)
Each chartered state division with fewer than 50 members on July 1 is entitled to ex-officio, non-voting
participation in the Association's Senate meetings for that fiscal year. TCA will not bear the expense for this
participation.
ARTICLE VI
Divisions
Section 1.
Chartering of Divisions - Texas Counseling Association divisions shall be eligible for consideration for chartering
upon the completion of requirements set forth in these By-Laws or in policies of this Association, provided that the
Texas Counseling Association has already been granted a charter from the corresponding ACA division or
contingent upon the granting of the charter by the corresponding ACA division.
Section 2.
Conduct of Affairs - A division of the Association shall be autonomous in the conduct of its affairs, consistent with
the By-Laws of the Association, ACA and its national division.
Section 3.
Designation - A division must include in its name these words: "A division of the Texas Counseling Association."
In the event a Texas Counseling Association division votes to withdraw from the Texas Counseling Association,
the charter of the entity shall remain the property of the Texas Counseling Association and cannot be used by the
departing entity or any non-Texas Counseling Association entity.
Section 4.
Qualifications of Officers - All officers of TCA divisions must be members of TCA, ACA, and the appropriate ACA
division.
Section 5.
Representatives to the Senate – In the event the representative is unable to serve due to death, resignation, or
any other event, the President of the division shall appoint a representative to fill the office for the remainder of the
uncompleted term.
Section 6.
Representatives to the Board of Directors
(a)
Each chartered state division with a minimum of 50 members on July 1 shall elect a voting representative to
serve as a member of the Board of Directors of TCA. The elected representative must be in good standing
with TCA and ACA and the appropriate ACA Division.
(b)
In the event the representative is unable to serve due to death, resignation or any other event, the President
of the division shall appoint a representative to fill the office for the remainder of the uncompleted term.
(c)
Each chartered state division with fewer than 50 members on July 1 is entitled to ex-officio, non-voting
participation in the Association’s Board of Directors meeting for that fiscal year. TCA will not bear the
expense for this participation.
Revised By-Laws November 21, 2013
Section 7.
Membership Dues and Financing - Each division shall determine its own membership dues and be responsible
for its own financing.
Section 8.
Reports - Each division shall make an annual written report of its activities, minutes, financial statement and any
changes in the division's By-Laws to the TCA President on or before a date set by the TCA President each fiscal
year, and shall report at any other time requested by the TCA President.
Section 9.
Interest Groups-The Texas Counseling Association may recognize interest groups who have applied for
recognition according to the policies of this Association. Interest groups will adhere to these By-Laws and to the
policies of this Association.
ARTICLE VII
Chapters
Section 1.
Chapters
(a)
A group of members of TCA from a relatively contiguous geographical area that is interested in establishing
a chapter may petition the Board of Directors for chapter status. The petition shall include the name of the
chapter, a copy of its By-Laws, and a list of members. Membership in chapters shall be open to any person
eligible for membership in TCA or ACA.
(b)
Qualification of Officers - All officers of TCA chapters must be members of TCA.
(c)
Representatives to the Senate – Each TCA chapter shall elect a representative to serve as a member of the
Senate of TCA. The elected representative must be a member in good standing of TCA and ACA. The
President of the chapter shall certify the representative to the President of TCA at least thirty (30) days prior
to each Senate meeting.
Section 2.
Determination of Status - The granting of chapter status shall be a function of the Senate upon recommendation
of the Board of Directors.
Section 3.
Conduct of Affairs - Chapters of the Association shall be autonomous in the conduct of their affairs, consistent
with the By-Laws of the Association.
Section 4.
Review of Status - Upon recommendation of the Board of Directors, recognition of chapters may be withdrawn by
the Senate. A review by the Board of Directors shall be made annually of the recognition of chapters.
Section 5.
Reports - Each chapter shall make an annual written report of its activities, minutes, financial statements, and any
changes in the chapter's By-Laws to the TCA President on or before a date set by the TCA President each fiscal
year, and shall report at any other time requested by the TCA President.
Section 6.
Membership Dues and Financing - Each chapter shall determine its own membership dues and be responsible
for its own financing.
ARTICLE VIII
Committees
Section 1.
Standing Committees - The standing committees of the Association shall be those committees recommended by
the Board of Directors and approved by the Senate to be Standing Committees.
Qualifications – All standing committee members, including committee chairs, shall be current members of TCA.
Section 2.
Appointment of Standing Committees - The President-Elect, subject to confirmation by the Board of Directors,
shall appoint the members and chairpersons of each standing committee except the Nomination and Election
Committee; these appointments will be served during the President-Elect’s term of office as President.
Revised By-Laws November 21, 2013
Section 3.
Appointment of Special Committees and Chairpersons - The President, subject to confirmation by the Board of
Directors, shall name such special committees as may be needed to conduct the activities of the Association.
ARTICLE IX
Business Affairs
Section 1.
Dues
(a)
Annual Association dues for members shall be established by action of the Senate.
(b)
Division and chapter dues shall be established by the division or chapter.
Section 2.
Budget - The Board of Directors shall prepare and present a budget to the Senate for adoption at the June
meeting of the Association.
Section 3.
Audit - An auditor's report shall be presented to the Board of Directors and the Senate as soon as it is available
following the end of the fiscal year. A financial statement shall be published in the association newsletter.
Section 4.
Severable or Transferable Interest - No member shall have any severable or transferable interest in the
Association.
Section 5.
Control and Management - All property of the Association shall be subject to the control and management of the
Board of Directors. Any accumulation or disposal of real property except upon dissolution of the Association must
be approved in advance by the Senate.
Section 6.
Disposal and Dissolution - Upon dissolution of the Association, none of its property shall be distributed to any of
the members, and all such property shall be transferred to such other organization or organizations as the Board of
Directors shall determine to have purposes and activities most nearly consonant with those of the Association,
provided that such other organization(s) shall be exempt under Section 501(c) (3) of the Internal Revenue Laws.
Section 7.
Appropriation of Association Funds - No appropriation of Association funds shall be made except pursuant to
the authority of the Board of Directors.
Section 8.
Division and Chapter Disbursements - All expenses of a division or chapter shall be paid for by funds possessed
by the division or chapter.
Section 9.
Committee Expense - All expenses incurred by a committee of the Association in excess of the funds
appropriated therefore shall be personal liability of the person or persons authorizing such excessive expenses.
Section 10.
Fiscal Year - The fiscal year shall be July 1 to June 30 of the following year.
Section 11.
Indemnification of Directors, Officers, and Employees - To the extent permitted by law, each director, officer,
and employee of the Association whether or not then in office, shall be indemnified by the Association against all
costs and expenses reasonably incurred by or imposed upon him/her in connection with or arising out of any
action, suit or proceeding in which he/she may be involved by reason of his/her being or having been a director,
officer, or employee of the Association, such expenses to include the cost of reasonable settlements (other than
amounts paid to the Association itself) made with a view to curtailment of costs of litigation. The foregoing right of
indemnification shall not be exclusive of other rights to which any director, officer or employee may be entitled as a
matter of law.
The Association shall be authorized to purchase Association liability insurance, without obtaining reimbursement of
all or any part of the premium, to insure the Association's obligations under By-Law and to indemnify directors,
officers, and employees against liability, loss and expense incurred by them or any of them by reason of having
Revised By-Laws November 21, 2013
been a director, officer, or employee of the Association, whether or not the director, officer, or employee has or
would have a right of indemnification from the Association under By-Law.
Section 12.
Policies and Procedures – supplementary policies and implementation guidelines for these by-laws are found in
the TCA Governance Manual.
ARTICLE X
Publications
Section 1.
Executive Editors - The Board of Directors, subject to confirmation by the Senate, appoint executive editors of the
Association newsletter and journal.
Section 2.
Copyrights
(a)
The Association shall own the copyright for the original and any renewal term for any writing that is
published by the Association.
(b)
The author of any such writing shall have the right to make a non-profit or non-commercial use of the work
provided that there is affixed to each copy the copyright notice used by the Association when the writing was
first published.
(c)
The author shall have right to make or authorize for profit or commercial use any such writing only after first
obtaining the written consent of the Association.
ARTICLE XI
Amendments
Section 1.
Amendments
(a)
Amendments may be proposed by the Board of Directors, the executive body of any of the organized
divisions or chapters of the Association, or by an individual member, provided that in case of an individual
member, the proposed amendment shall be presented over the signatures of at least fifty (50) members in
good standing. All such proposed amendments must be submitted in writing to the By-Laws Committee at
least ninety (90) days prior to any meeting of the Senate. The By-Laws Committee shall transmit to the
Senate for its consideration all such proposed amendments with or without a recommendation regarding
each, at least thirty (30) days prior to the Senate meeting.
(b)
Proposed amendments may originate with the By-Laws Committee. Such proposed amendments shall be
presented to the Senate, accompanied by rationale, at least thirty (30) days prior to the Senate meeting.
(c)
Amendments may originate at a meeting of the Senate. If approved for mail ballot, such amendments shall
be sent in less than ninety (90) days following the date of presentation, to the Senate members for a vote.
However, any such proposal shall be referred forthwith to the By-Laws Committee, whose written
recommendation shall be sent to the Executive Director within sixty (60) days to accompany any such mail
ballot.
(d)
The President shall report amendments to the Executive Director of ACA and file such amendments with the
TCA Executive Director within thirty (30) days following Senate approval.
ARTICLE XII
Rules of Order
Section 1
Rules of Order Robert's Rules of Order Revised (by Henry Martin Robert) shall govern the proceedings of the
Association not otherwise specified in the By-Laws.
Revised By-Laws November 21, 2013