During the 2021 ATPE Virtual Summit, the House of Delegates (HOD) adopted eight bylaws amendments proposed by the Ad Hoc Committee on Governance that bring ATPE into compliance with the Texas Business Organizations Code. These bylaws amendments transfer authority for amending the bylaws from the HOD to the Board of Directors.

This landing page contains resource materials provided to ATPE members prior to the HOD vote. This information is archived here for your reference. You may read the complete ATPE State Bylaws, as amended by the 2021 ATPE House of Delegates, here.

• Learn About the Proposal to Be Considered by the 2021 ATPE House of Delegates
• A Message from the Chair of the ATPE Ad Hoc Committee on Governance
• Video: ATPE Proposed State Bylaws Town Hall (April 22, 2021)
• Video: Proposed ATPE Bylaws Changes
• Video: ATPE Delegate Town Hall (June 17, 2021)
• At a Glance: Proposed ATPE State Bylaws Amendments
• FAQs

Learn About the Proposal to Be Considered by the 2021 ATPE House of Delegates

As discussed at the 2019 and 2020 ATPE Summits, a group of ATPE members representing every ATPE region and including several ATPE past presidents has been meeting as the ATPE Ad Hoc Committee on Governance for the past two years. The committee was formed by the ATPE Board of Directors upon the advice of ATPE legal counsel to review the ATPE State Bylaws and recommend amendments that will ensure the association is fully in compliance with state laws, including the Texas Business Organizations Code (TBOC), which governs the operations of nonprofit organizations such as ATPE.

Under the leadership of Chair Dale Lovett, Olney ATPE, and in consultation with legal counsel and professional parliamentarians, the committee submitted its proposed amendments for review prior to the March 15 deadline specified in the bylaws. (Access the current ATPE State Bylaws.)

To ensure ATPE’s compliance with state law, the Ad Hoc Committee’s proposed amendments move authority for changing the bylaws from the ATPE House of Delegates to the elected Board of Directors, with several accompanying changes made to ensure the voice of ATPE members is heard and protected. The Bylaws Committee held its annual meeting March 23 and voted to recommend adoption of the proposed amendments by the House of Delegates; the ATPE Board of Directors took the same action at its February meeting. Now, delegates will consider the changes when they meet during the 2021 ATPE Virtual Summit, July 12–15.

Please contact your local unit president (or region president, if you are an at-large member) if you are interested in serving as a delegate.

Download a PDF of the proposed amendments, rationales, and fiscal impact statements.

Download PDF

How to Learn More

• Contact the Ad Hoc Committee on Governance at bylaws@atpe.org.
• If you will be a delegate to the 2021 ATPE House of Delegates, mark your calendar for a delegate town hall at 7:30 p.m. CDT Thursday, June 17.

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A Message from the Chair of the ATPE Ad Hoc Committee on Governance

By Dale Lovett, Chair, ATPE Ad Hoc Committee on Governance

Forty years ago, when ATPE was formed, it was incorporated under the Texas Non-Profit Corporation Act. In recent years, the law under which it was incorporated has changed and ATPE now falls under the Texas Business Organizations Code (TBOC).

In brief, TBOC allows an organization to be managed by its members or by a governing board. For ATPE, that would mean nearly 100,000 members would have to make short- and long-term decisions about the budget, building, investments, and countless other business matters, or a board of directors elected by the members would handle oversight of the organization.

Our proposed bylaws realignment—the culmination of two years’ work—would align ATPE with the state law by deeming the ATPE Board of Directors (BOD) as the governing body of the association. The BOD, which includes ATPE’s five state officers, are elected by ATPE members to represent them in the administration roles of the association. Under this proposed realignment, changes in the organization’s bylaws may continue to be proposed by individual members, meaning members still have avenues for change within the association.

Our committee has worked hard to involve representatives of every ATPE stakeholder. We have had past state presidents, current state officers, BOD members, and representatives from every region in the state working on this objective in a process facilitated by ATPE staff from multiple departments. We have met with legal and parliamentary counsel to get the wording and structure correctly placed. 

We are proposing the following:

• Amendment No. 1 pertains to our legal description and our incorporation as a nonprofit corporation under Texas state law, and states that we will operate under the laws of the State of Texas. In other words, this amendment simply deletes an obsolete reference to a law that no longer exists. 
• Amendment Nos. 2–8 are presented en bloc to bring us into compliance. They conform our association to current state law by transferring the association’s governing authority from the House of Delegates (HOD) to the BOD and make changes as necessary in the bylaws to implement this change. These amendments are presented as a block because each one is dependent on the others to accomplish our goal of compliance.

So, what will the HOD do moving forward? The whole body of ATPE represented by the HOD is and will continue to be important to the success and sustainability of ATPE. When we serve in the HOD, we have the critical tasks of electing our state officers, who also make up a portion of the board; setting our legislative priorities; and adopting our resolutions and recognitions as an association. Locally, we elect our region officers and directors. Our committees comprise the voices of members across the state. We are the state’s largest education organization representing educational professionals from all backgrounds and every corner of the state.

Any member with questions or concerns may contact their region director, state officers, a member of our ad hoc committee, or ATPE Executive Director Shannon Holmes, or you may email bylaws@atpe.org. We look forward to considering this proposal during this year’s summit. 

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ATPE Proposed State Bylaws Town Hall (April 22, 2021)

In this town hall, ATPE members discuss proposed state bylaws amendments prepared by the Ad Hoc Committee on Governance. Committee Chair Dale Lovett and ATPE Executive Director Shannon Holmes host. For more information, please email bylaws@atpe.org.

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Proposed ATPE Bylaws Changes

In this video, members of the Ad Hoc Committee on Governance explain the origins of the proposed bylaws amendments and their efforts to find a solution that stays true to the philosophical foundations of ATPE.

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ATPE Delegate Town Hall (June 17, 2021)

Dale Lovett, chair of the Ad Hoc Committee on Governance, and ATPE Executive Director Shannon Holmes discuss proposed bylaws amendments under consideration by the 2021 ATPE House of Delegates. Please direct questions to bylaws@atpe.org.

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At a Glance: Proposed ATPE State Bylaws Amendments

How would ATPE’s governance change under the Ad Hoc Committee’s proposal? This chart provides a quick summary.

Under Current Bylaws	Under Proposed Bylaws
ATPE House of Delegates (HOD) has the authority to approve and amend the ATPE State Bylaws and other governing documents.	ATPE Board of Directors (BOD) has the authority to approve and amend the ATPE State Bylaws and other governing documents in compliance with the Texas Business Organizations Code (TBOC).
HOD adopts the ATPE Legislative Program and elects state officers.	No change.
Members must be notified of proposed bylaws amendments at least 45 days before the annual HOD meeting.	Proposed bylaws amendments will be posted on atpe.org no later than the following business day after the ATPE executive director has received the amendment. Following adoption of any bylaws amendments, notice will be posted on atpe.org the next business day and published in the first membership newsletter after the BOD meeting at which the amendment was adopted. A summary of adopted bylaws amendments will be provided annually to members in conjunction with the annual HOD meeting.
The Bylaws Committee is one of ATPE’s standing committees that reports to the HOD.	The Bylaws Committee is eliminated because there is no longer a need for a bylaws committee to report to the HOD.
Bylaws amendments require a three-fifths vote of the HOD for adoption.	Bylaws amendments require a four-fifths vote of the BOD for adoption.
Proposed bylaws amendments must be received by March 15 preceding the next HOD meeting.	Amendments proposed by a BOD member must be submitted at least 45 calendar days prior to the BOD meeting at which the amendment will be presented. Amendments proposed by members eligible to serve in the HOD must be submitted by December 15 for consideration at the first BOD meeting of the following calendar year.
Proposed bylaws amendments are effective immediately unless otherwise specified.	No change.

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FAQs

Why are these bylaws amendments necessary now?

Current Texas law (the Texas Business Organizations Code) permits either an association’s Board of Directors or its “members” to have governing authority, including the power to adopt, amend, or repeal bylaws. Based on definitions in the law and the manner in which ATPE was structured at the time of its creation, ATPE’s legal counsel advises that our HOD does not meet the current requirements for an entity that is legally permitted to govern the association. As counsel and staff explained to the Ad Hoc Committee on Governance, attempting to cure this legal defect by identifying ATPE’s “members” as the governing authority would require that all governing actions be subject to a vote by the entirety of ATPE’s membership. Another option to bring ATPE into compliance is to assign the association’s governing power to the BOD. 

ATPE’s legal counsel and staff strongly advise that it would be impractical and cost-prohibitive to require all of the association’s governing decisions to be voted on by the nearly 100,000 members of ATPE. The Ad Hoc Committee agreed and recommends that the BOD be empowered to act as ATPE’s governing entity. Placing this authority with the BOD will allow the bylaws and other legally binding governing documents to be changed in the most timely and efficient manner when needed, especially when unforeseen circumstances might occur in the future. 

Who prepared these bylaws amendments?

The proposed bylaws amendments were developed by a 26-member committee that included representatives from each of ATPE’s 20 regions. Committee members included past state presidents, current state officers, and current and former members of the ATPE Board of Directors, as well as ATPE members serving in other volunteer roles.

How is this different from One Member, One Vote?

In 2017, the ATPE House of Delegates considered and rejected a proposal that would have changed the way ATPE’s state officers are elected (moving from a delegate representation form of governance to a system in which every ATPE member voted to elect state officers). The recommendation was not related to compliance with state law.

In contrast, the proposal before the 2021 ATPE House of Delegates strictly pertains to compliance with state law and makes no changes to the manner in which ATPE state officers are elected. The 2021 amendments move the authority for amending the ATPE State Bylaws from the House of Delegates to the Board of Directors, along with accompanying changes needed to implement this shift.

What checks and balances are in place?

The Ad Hoc Committee included several checks and balances in its proposal to ensure bylaws amendments are appropriately vetted, that members receive adequate notice of amendments, and that members continue to have a voice in the process. These checks and balances include:

• Continued election of the ATPE state officers by the House of Delegates;
• Continued election of the ATPE Board of Directors by members from their respective regions;
• Raising the threshold for passage of a bylaws amendment from three-fifths of the HOD to four-fifths of the BOD in recognition that the BOD is a much smaller body; and
• Notice requirements in support of the new process. Proposed bylaws amendments will be posted on atpe.org no later than the following business day after the ATPE executive director has received the amendment. Following adoption of any bylaws amendments, notice will be posted on atpe.org the next business day and published in the first membership newsletter after the BOD meeting at which the amendment was adopted. In addition, a summary of adopted bylaws amendments will be provided annually to members in conjunction with the annual HOD meeting.

Will ATPE members still be able to propose bylaws amendments?

Yes. Under the proposed amendments, any ATPE member eligible to serve as a voting delegate in the HOD may submit a proposed amendment for consideration by the BOD at its first quarterly meeting of the calendar year. Such amendments must be submitted to the ATPE executive director by December 15 of the preceding year.

Amendments also may be proposed by a BOD member for consideration at any scheduled meeting of the BOD. These must be submitted at least 45 calendar days prior to the BOD meeting at which the amendment will be considered.

Why is the Bylaws Committee being eliminated?

The Bylaws Committee was created as one of the ATPE standing committees that report annually to the HOD. The committee was responsible for reviewing proposed bylaws amendments and making recommendations for the HOD to consider. Under these amendments, the HOD will no longer have responsibility for voting on bylaws amendments, which makes it unnecessary to retain a standing committee on bylaws.

Will ATPE still be “member-governed” after this change?

Yes. Although the proposed bylaws amendments move the authority for amending the bylaws from the House of Delegates (HOD) to the Board of Directors (BOD), ATPE would still be “member-governed.” The proposal does not change the constitution of the BOD, which is a 25-member body consisting of 20 region directors elected by their fellow regional members and five state officers elected by the HOD. The HOD is a representative body of members comprising delegates selected based on ATPE local unit, region, and state bylaws, depending on the delegate category.

In addition, the HOD would continue to adopt the ATPE Legislative Program, resolutions, and other business.

Are other associations subject to the Texas Business Organizations Code?

Yes. The Texas Business Organizations Code (TBOC) applies to Texas corporations (whether nonprofit or for-profit), partnerships, limited liability companies, and other domestic filing entities, as well as all foreign filing entities registered to transact business in Texas—essentially, anyone doing business in Texas whose legal address is in Texas and on file with the Texas Secretary of State. ATPE must comply with TBOC as well as Internal Revenue Service (IRS) regulations, as well as the standard labor laws any employer must follow.

It’s important to note that some of the other organizations representing educators in Texas are affiliated with national labor unions and thus regulated by additional federal laws in regard to their governance structure and regulatory filings.

What types of decisions does an association’s board of directors make?

The relationship between an association’s board of directors, like the ATPE Board of Directors, and the association’s executive director and staff is critical. It’s not unlike the relationship between an elected school board and a district’s superintendent and staff. The association’s board is responsible for representing their fellow members in setting strategic direction for the association and hiring an executive director to carry out that direction. The executive director in turn hires and manages a staff to take care of the day-to-day tasks necessary to make the board’s (members’) vision come to life.

In addition, an association’s board hires an auditor to review the association’s financial statements. A board typically also has a relationship with an outside attorney to guide them on legal matters.

I have further questions. Whom can I contact?

Please reach out to bylaws@atpe.org, and a member of the Ad Hoc Committee on Governance will be in touch.

 

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