The name of the organization is Texas Faculty Development Network (TFDN), hereafter referred to as the Organization.

The purpose of the organization is to form and maintain a community of faculty developers committed to continuous improvement of teaching and learning in Texas higher education by sharing our resources and strengths, and by collaborating as colleagues across institutions.

The Organization is formed exclusively for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.

• Members.
  Full Members: shall be persons who are current employees of institutions of higher education in Texas and who represent their institution’s efforts toward any aspect of faculty and/or professional development. Members might also include employees of other associations that work with higher education institutions on matters related to faculty and/or professional development.
  Affiliate Members: shall be persons who are current members of institutions of higher education outside of Texas and who represent their institution’s efforts toward any aspect of faculty and/or professional development, or persons who have a professional interest in such issues but are not currently members of institutions of higher education nor are currently directly involved in faculty development.
• Voting Rights.
  Each institution that has at least one full TFDN member is entitled to one vote on each matter submitted to a vote of the membership. Institutions with multiple campuses may choose to have each campus possess separate representation, and thus, a separate vote.
• Resignation of Members.
  Any member may resign by submitting a written (paper or email format) resignation addressed to any member of the TFDN Executive Committee. Upon resignation that person would be removed from the membership database, email list, and any other list of members (e.g. on the web site). Members will be assumed to have resigned if they have not paid their dues for two consecutive years.
• Termination of Membership.
  The Executive Committee, by affirmative vote of two-thirds of all of the members of the Executive Committee, may suspend or withdraw an individual and/or institutional membership for reasons deemed inconsistent and contrary to the core mission and beliefs of the TFDN organization. Upon written confirmation of membership termination, an individual and/or institutional member will have the right to appeal termination to the TFDN Executive Committee.
• Dues.
  The Organization’s principal operating revenue is generated from membership dues. The annual dues of the Organization and methods of payment shall be determined by the Executive Committee. Membership dues are payable on a calendar (fiscal) year basis to be assessed each January.

• Annual State-wide Meetings.
  An annual meeting of the members will be held at a location determined by the Executive Committee, typically scheduled in the time period of early June. The TFDN Annual Business Meeting will be held in conjunction with the annual statewide TFDN Conference. The purpose of the annual statewide conference is to facilitate networking and resource sharing and to provide a variety of skill building sessions, discussion forums and keynote presentations of interest and relevance to member institutions from across the state.
• Regional Meetings.
  The organization is divided into five geographic regions. Periodic regional meetings will be scheduled by the regional coordinator of each region and will be held at an institution within that region. The purpose of the regional meetings is to facilitate communication and sharing of resources among member institutions that are located more closely to each other.
• Notice of Annual State-wide Meetings.
  A written annual meeting notice stating the location, date(s) and time of the meeting shall be delivered by mail, by email, or via the TFDN website to each member eligible to vote at such meeting, not less than sixty days before the date of such meeting, by or at the direction of the Chair, Chair-Elect, the Secretary-Treasurer, the Executive Committee or persons calling the meeting.

The elected officers of the Organization are Chair, Past-Chair, and Chair-Elect. The elected officers along with a secretary-treasurer and eleven regional representatives shall comprise the Executive Committee.

• General Powers.
  The Organization will be governed by the Executive Committee.
• The Chair-Elect will succeed automatically to the Chair upon the expiration of his/her term. The Chair will serve a one-year term. The term begins on January 1 and ends December 31. The Past Chair shall be the most recently retired Chair.
• The Secretary-Treasurer will be appointed to office on the recommendation of the Chair-Elect, Chair, and Past Chair with the approval of the Executive Committee. The term of office will be two years.
• Regional Representatives.
  Regional Representatives will serve in staggered terms from the following regions: West, Southeast, Northeast, Central, and South. Regional Representatives will be appointed by the Executive Committee for terms of two years. Regional Representatives shall be selected so that each region has relatively equal representation, and so that there is representation for the different types of member institutions (large state universities, smaller state universities, private universities, and community colleges). Texas Tech University, Texas A&M University, and the University of Texas at Austin were instrumental in establishing TFDN. The combined capacities of these three institutions will provide resources essential to TFDN’s sustainable growth and development. Therefore, these institutions will be provided a permanent position on the TFDN Executive Committee and will rotate their representative every two years.
• Chairs’ Council.
  The Chairs’ Council shall consist of the Chair, the Chair-Elect, the Past Chair, the Secretary-Treasurer, and a representative from the university at which the upcoming state-wide conference will be held. The Chairs’ Council will meet (in person, voice, email) regularly as determined by the Chair to carry out the routine business of the association between Executive Council meetings.

• The Executive Committee shall designate an ad hoc Nomination and Election Subcommittee.
• Nominations.
  At least 60 days before the new year, the Nomination and Election Subcommittee Chair shall issue a call, by mail or by electronic means, to all member institutions of the Organization for nominations for the position of chair-elect. A nomination ballot, which may be electronic, shall be used with provision for nominating a maximum of three names. Nominations received by the published deadline will be collected and tabulated by the Nomination and Election Subcommittee Chair.
• Final Election Ballot.
  Not later than 30 days before the new year, the Subcommittee Chair shall email the final election ballot or make it available electronically (via an Internet survey application) to all member institutions of the Organization. The ballot shall contain a slate of not more than three persons for the position of Chair. The slate shall be derived from the nomination ballots and will consist of the three nominees receiving the most nominations. If there is a tie in the nomination ballots, the Nomination and Elections subcommittee will make the final decision about the name(s) entered on the final elections ballot.
• Elections.
  Member institutions must return their ballots electronically (via an Internet survey application) or by email by the published deadline.
• Tabulation of Ballots.
  A minimum of two weeks before the new year, the Subcommittee Chair shall close the election and either tabulate election ballots or receive the results of the electronic poll. The winner is decided by means of simple plurality. In the event of a tie, the Executive Committee will select the Chair by a two-thirds majority vote.
• Concurrent Position Prohibited.
  Not more than one office may be held concurrently by the same person.
• Election Process.
  Should any election problems arise, the Executive Committee will determine the method by which such problems will be resolved.
• Early Removal from Office.
  A person in any position may be removed from their office by a two-thirds vote of the entire Executive Council.

• Regular Meetings.
  An annual meeting of the Executive Committee will be held without notice at the annual state-wide conference of the Organization.
• Special Meetings.
  . Special meetings of the Executive Committee may be called by or at the request of the Chair or any other Executive Committee member. The person or persons calling the meeting may fix the time and place of the meeting. The meeting may be through electronic means.
• At any meeting of the Executive Committee, non-voting members may attend at the discretion of the Chair.
• Notice.
  Notice of any special meeting of the Executive Committee shall be given at least seven days before a teleconference or electronic meeting, with at least 30 days given when possible. At least 30 days notice should be given for in-person meetings.
• Quorum.
  Two-thirds of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee, but if less than two-thirds of the Executive Committee is present at the meeting, a meeting may be held with no deciding votes being made.
• Manner of Acting.
  The act of a majority of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee.
• Compensation.
  Executive Committee members shall not receive any stated salaries, wages or benefits for their services.
• Informal Action by Executive Committee.
  Any action required by law to be taken at a meeting of the Executive Committee, or any action that may be taken at a meeting of the Executive Committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Executive Committee members.

In the event an office of the Organization becomes vacant because of the death, termination, or resignation of the incumbent, the vacancy shall be filled according to the following procedures, as applicable:

• Chair.
  The Chair-Elect shall succeed to the unexpired remainder of the term and continue through his or her term. If the Chair-Elect declines or is unable to serve, the Executive Committee shall make an interim appointment of up to one year of service.
• Chair-Elect.
  The office shall be assumed by the person receiving the second largest number of votes for the office in the preceding annual election.
• Secretary-Treasurer.
  The Chair, Chair-Elect, and Past Chair will appoint an individual to serve the remaining term, subject to the approval of the Executive Committee.
• Regional Representatives.
  The Chair, Chair-Elect, and Past Chair will appoint an individual from the appropriate region or type of institution to serve the remaining term, subject to the approval of the Executive Committee.

• Associated Staff (additional staff as deemed necessary for the efficient functioning of the Organization) shall be appointed by the Executive Committee. These positions will receive no compensation unless otherwise voted on by the Executive Committee.
• The standing committee of the association shall be the Historical Committee. This committee will collect and organize historical materials to document Organization activities. This committee will work with the webmaster for the Organization and help provide materials for the web site.
• Special or Ad Hoc Committees.
  Other committees as needed may be established by the Executive Committee or by vote of the membership of the Organization at the annual conference.
• Committee Members.
  Committee chairs shall appoint as many committee members as are necessary.

There shall be an annual conference of the TFDN Organization at the time and place to be determined by the Executive Committee and with the cooperation of the hosting institution.

There shall be an annual conference of the TFDN Organization at the time and place to be determined by the Executive Committee and with the cooperation of the hosting institution.

On the dissolution of the Organization, its assets remaining after payment, or provision of payment, of all debts and liabilities of this Organization , shall be deemed to be held by the Organization for the use and benefit of the members who shall direct that such assets be distributed to a nonprofit foundation, association, or corporation that is organized exclusively for educational purposes and that has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.

Amendments to these bylaws may be proposed by either the Executive Committee or by a majority of those voting at any business meeting of the Organization. They may be enacted at any time by two-thirds vote of members responding to an emailed or electronic ballot within 60 days if mailed, or 30 days if electronic, of that mailing date. All amendments shall be submitted to the membership within 90 days after being proposed at the business meeting of the Executive Committee.