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2014-15 TxDLA Board of Directors Manual Table of Contents Corporate Documents ................................................................................................................... 4 2014-15 TxDLA Board Of Directors ........................................................................................................ 5 2014-15 TxDLA Board Of Directors and Officers Terms in Office......................................................... 8 TxDLA Presidents ..................................................................................................................................... 9 Bylaws .................................................................................................................................................... 10 Article I: Name and Affiliation ........................................................................................................... 10 Article II: Object ................................................................................................................................. 10 Article III: Members ........................................................................................................................... 11 Article IV: Membership Meetings ..................................................................................................... 12 Article V: Officers ............................................................................................................................... 12 Article VI: Board of Directors ............................................................................................................ 14 Article VII: Executive Committee....................................................................................................... 17 Article VIII: Committees ..................................................................................................................... 18 Article IX: Executive Partnership Council ......................................................................................... 20 Article X: Regional Groups ................................................................................................................ 22 Article XI: Parliamentary Authority .................................................................................................... 23 Article XII: Amendment and Revision of Bylaws .............................................................................. 23 Article XIII: Dissolution ..................................................................................................................... 24 Certificate of Incorporation................................................................................................................... 25 Tax Exempt Status – 501(C)(3) ............................................................................................................ 31 Texas Sales and Use Tax Exemption Certification .............................................................................. 32 Board Policies & Code Of Ethics ................................................................................................ 33 TxDLA Board of Director Code of Ethics.............................................................................................. 34 Board Member Agreement ............................................................................................................... 34 TxDLA Conflict Of Interest Policy .......................................................................................................... 35 Director & Officer Liability Insurance ................................................................................................... 36 Programs and Services ............................................................................................................... 37 TxDLA Programs and Services.............................................................................................................. 38


Board Job Descriptions ............................................................................................................... 40 President ............................................................................................................................................... 41 President-Elect ...................................................................................................................................... 43 Immediate Past President .................................................................................................................... 44 Chairman of the Board ......................................................................................................................... 45 Secretary................................................................................................................................................ 47 Board Member-At-Large........................................................................................................................ 48 Board-Elected Directors / Constituency Representatives .................................................................. 50 Chief Information Officer (Cio).............................................................................................................. 52 Executive Partnership Chair ................................................................................................................. 54 Parliamentarian..................................................................................................................................... 56 Regional Group Development Chair .................................................................................................... 57 Association Management Company Contract (EAMI) .............................................................. 59 EAMI Contract – Current ....................................................................................................................... 60 Committees .................................................................................................................................. 74 Awards Committee ................................................................................................................................ 75 Awards Committee Policies .............................................................................................................. 76 Executive Partnership Council (EPC).................................................................................................... 84 Finance Committee ............................................................................................................................... 85 Hall of Fame Committee ....................................................................................................................... 86 TxDLA Hall of Fame Inductees ......................................................................................................... 87 The Texas Distance Learning Hall of Fame Award Policies and Procedures ................................ 88 Hall of Fame Evaluation Form .......................................................................................................... 90 Information Committee......................................................................................................................... 91 Membership Committee ....................................................................................................................... 92 Nominations & Elections Committee ................................................................................................... 93 Public Policy Committee ....................................................................................................................... 94 Regional Group Development Committee ........................................................................................... 95 Regional Group Coordinators Guide ................................................................................................ 96 Financial Overview and Documents ........................................................................................ 114 Financial Management Policies and Procedures .............................................................................. 115 Notes to the Budgets .......................................................................................................................... 121 Notes to the Financial Statements .................................................................................................... 124 Statement of Financial Position (FY 11-12) ...................................................................................... 128 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 2


Operating Statement of Financial Revenues and Expenses (FY 12-13) ......................................... 129 Conference Statement of Financial Revenues and Expenses (FY 12-13) ...................................... 130 Form 990 and Schedules (FY 2013) ................................................................................................. 131 Minutes....................................................................................................................................... 149 Minutes- January 29, 2014 ................................................................................................................ 150 Minutes – October 30, 2013 ............................................................................................................. 153 Minutes – June 27, 2013................................................................................................................... 156 Minutes – March 25, 2013 ................................................................................................................ 159

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Corporate Documents

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2014-15 TxDLA Board of Directors President Patricia M. Ritschel-Trifilo, PhD Distance Learning Specialist / Faculty Support Wayland Baptist University

President-Elect Randy McDonald Director of Instructional Technology and Distance Education Stephen F. Austin State University P.O. Box 13038 SFA Station Nacogdoches, TX 75962 936.468.1010 rmcdonald@sfasu.edu

325-518-1495 OFC trifilot@wbu.edu Immediate Past President Michelle Duran Director, Distance Learning & Instructional Technology Texas A&M University Kingsville 700 University Blvd, MSC 197 Kingsville, TX 78363 361-593-5501 OFC 956-456-4504 CELL Michelle.Duran@tamuk.edu michellefnc@yahoo.com

Secretary Terry Comingore (2012-2014, 1st Term) Director, Learning Services Brazosport College 500 College Drive Lake Jackson, TX 77566 979.230.3318 OFC 979.299.8766 CELL Terry.Comingore@brazosport.edu

Treasurer Mark Workman (2013-2015, 2nd Term) Dean of Distance Learning Blinn College P. O. Box 6030 2423 Blinn Blvd. Bryan, TX 77805 979. 209.7403 mark.workman@blinn.edu

Corporate/Private Sector Representative John Copeland (2014-2017, 1st Term) Corporate Sales/Account Executive 4514 Huntwood Hills Ln Katy, TX 77494 832.867.9397 johnc@vbrick.com

Government/Military Representative Louis LeDoux (2012-2015, 1st Term) Director of the Center for Learning Management Texas Department of Assistive and Rehabilitative Services (DARS) 4900 N. Lamar, Mail Code 1408 Austin, TX 78751 512.377-0615 OFC 737.932-2552 OFC CELL 512.345-8880 CELL Louis.LeDoux@dars.state.tx.us

K-12 Education Representative Mary D. Smith (2012-2014, 1st Partial Term) Assistant Director Region VII ESC 1909 N. Longview St. Kilgore, TX 75662 903.988.6819 OFC mdsmith@esc7.net

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Four Year Higher Education Representative VACANT (2014-2015, 1st partial term)

Two Year Higher Education Representative Christina Cross (2013-2016, 1st term) Director of Online Technologies Lone Star College - Online 5000 Research Forest Dr The Woodlands, TX 77381 281.290.2638 OFC Christina.L.Cross@lonestar.edu

Nonprofit Representative Anne Herndon (2013-2016, 1st term) Director, School & Group Programs Fort Worth Museum of Science and History 1600 Gendy Street Fort Worth, TX 76107 817.255.9521 OFC aherndon@fwmsh.org Member at Large Carol Henrichs (2014-2017, 1st Term) Assistant Director Texas A&M University 004 Heldenfels 3002 TAMU College Station, TX 77843 979.862.3977 carolh@tamu.edu

Member at Large Richard Leslie (2013-2016, 1st Term) Coordinator, Instructional Design McLennan Community College 1400 College Drive Waco, TX 76708 254.299.8382 OFC rleslie@mclennan.edu

Member at Large Auburn Buehring (2012-2015, 1st Term) Teacher Miller High School 2111 St. Charles Drive Portland, TX 78374 910.297.7457 pythoncharmer@hotmail.com

Executive Partnership Council Chair Chairman of the Board Oscar Hernández (2014-2015, 1st partial term) Executive Director of Planning and Assessment Texas A&M University – Kingsville 700 University Blvd. Kingsville, TX 78363 361-593-2244 OFC 956-533-4428 CELL Oscar.hernandez2@tamuk.edu Yahoo IM: oscarh77 Skype: oscarh956

Regional Group Development Chair Elaina Cunningham (2013-2016, 1st term) Education Coordinator Panhandle-Plains Historical Museum 2503 4th Ave Canyon, TX 79016 806.651.2258 OFC ecunningham@pphm.wtamu.edu

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Chief Information Officer Mike Ayala (2014-2017,1st Term) Instructional Designer South Texas College 3201 W. Pecan Blvd. McAllen, TX 78501 956. 872.3575 OFC maayala@southtexascollege.edu

Parliamentarian Brett Millan (2013-2016, 2nd Term) Interim Director for Distance Education South Texas College 3201 W. Pecan Blvd. McAllen, TX 78501 956.872.7263 OFC 956.655.6394 CELL bmillan@southtexascollege.edu

Executive Manager Lisa Tomsio 823 Congress Ave., Suite 230 Austin, Texas 78701 512.479-0425 ext. 17 OFC 512.495-9031 FAX lisa@txdla.org

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2014-15 TxDLA Board of Directors and Officers Terms in Office Directorship Corporate/Private Government/Military K-12 Education Four Year Higher Education Two Year Higher Education Nonprofit Member at Large Member at Large Member at Large Executive Partnership Council Chair Regional Group Development Chair Chief Information Officer Parliamentarian

Name John Copeland Louis LeDoux Mary D. Smith

Current Term in Term Office Year 2014-2017 1 1 2012-2015 1 3 2014-2017 1 1

VACANT

2014-2015

partial

Christina Cross

2013-2016

1

2

2

Anne Herndon Richard Leslie Carol Henrichs Auburn Buehring

2013-2016 2013-2016 2014-2017 2012-2015

1 1 1 1

2 2 1 3

2 2 2 2

Oscar Hernรกndez

2014-2015

partial

Elaina Cunningham

2013-2016

1

2

2

Mike Ayala

2014-2017

1

1

2

Brett Millan

2013-2016

2

2

Unlimited

Office

Name Patricia M. Ritschel-Trifilo Randy McDonald Michelle Durรกn

President President-Elect Immediate PastPresident Secretary Treasurer

Terry Comingore Mark Workman

Current Term

Term Limits 2 2 2 2

2

Term in Office Year

Term Limits

2014-2015 2014-2015 2014-2015 2014-2016 2013-2015

2 2

1 2

2 2

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TxDLA Presidents

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Bylaws TxDLA, Inc. (Texas Distance Learning Association) Bylaws The bylaws include thirteen articles. You will find the text of the articles below. TABLE OF CONTENTS Title Article I Name and Affiliation Article II Object Article III Members Article IV Membership Meetings Article V Officers Article VI Board of Directors Article VII Executive Committee Article VIII Committees Article IX Executive Partnership Council Article X Regional Groups Article XI Parliamentary Authority Article XII Amendment of Bylaws Article XIII Dissolution ARTICLE I: Name and Affiliation Section 1. Name The name of the organization is TxDLA, Inc. (Texas Distance Learning Association), hereinafter TxDLA. Section 2. Affiliation TxDLA is an affiliated chapter of the United States Distance Learning Association, registered and certified as a not-for�profit 501(c)(3) corporation organized under the laws of the state of Texas and operating under the laws of the United States of America. Section 3. Certification TxDLA became incorporated on March 23, 2004, as a Texas nonprofit corporation authorized to conduct its affairs in Texas. Section 4. History TxDLA held its initial meeting on January 30, 1996, in Austin, Texas, as a state chapter of the United States Distance Learning Association. TxDLA's inaugural charter was officially ratified April 22, 1998. In the spring of 1999, TxDLA held its first autonomous conference in Waco, Texas, beginning a strong tradition of excellence in providing members with opportunities to access distance learning resources. TxDLA’s membership adopted revised Bylaws in October of 2004; the Bylaws replaced the original charter. ARTICLE II: Object Section 1. Mission TxDLA is a nonprofit association formed to promote the development and application of all forms of distance learning and to implement effective distance learning strategies for Texans and other distance learning practitioners of the global community.

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Section 2. Code of Ethics The association is committed to maintaining high standards of ethics at all times. Section 3. Goals A. Openness TxDLA will provide an open forum and adequate representation to all distance learning professionals and organizations. B. Resources TxDLA will be a resource to assist members at all stages of distance learning development, at any level of activity, and through a variety of methodologies. C. Connectedness TxDLA will identify targets of opportunity that can benefit members and establish effective means of communication that facilitate members' focus on areas of interest. D. Collaboration TxDLA will establish a collaborative atmosphere in which members can come together to help each other and ultimately improve the distance learning community. E. Service TxDLA will serve both the membership and the distance learning community through a variety of programs. F. Leadership TxDLA will provide and cultivate leadership in the distance learning community that effectively communicates issues, concerns, and developments for the improvement of distance learning in Texas as well as the international arena. G. Recognition TxDLA will provide recognition of outstanding achievements in statewide distance learning. H. Fun TxDLA will provide a relaxed atmosphere in which all members can be comfortable and enjoy TxDLA activities. ARTICLE III: Members Section 1. Classifications TxDLA shall have two membership classifications: Student and Individual. A. Student: Anyone who is a full�time student at a degree�granting institution. B. Individual Section 2. Qualifications Membership in TxDLA is obtained through payment of annual dues for the designated membership year. Members whose dues have been paid for a specified membership year are "members in good standing" for that period. Consideration for, or participation as, an officer, Board Member, committee member, or voting member in TxDLA shall be contingent upon status as a member in good standing. Section 3. Membership Year and Dues The membership year shall begin April 1st or the beginning of the annual conference, whichever is earlier, and extend until March 31st of the following year. Should the annual conference begin after 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 11


April 1st, membership for the previous year will be extended until the beginning of the conference, at which time the membership must be renewed to remain a member in good standing. Membership dues shall be included in the full annual conference registration fees. Annual dues shall be in the amount as prescribed by the Board of Directors and published at least five (5) months in advance of a new membership year. Dues for memberships purchased within the last six (6) months of any membership year will be prorated at fifty percent (50%) of the cost of the applicable membership classification. Section 4. Member Benefits Membership in TxDLA will include numerous opportunities to network with distance learning professionals and will provide access to a wealth of knowledge in a variety of distance learning‐ related publications and communications. Furthermore, TxDLA members may take advantage of regional groups established throughout the state to serve as localized communities for member‐ centered benefits. Regional groups are outlined in Article X of the Bylaws. TxDLA's Executive Partnership Council (EPC), described in Article IX of the Bylaws, provides members with a valuable resource for addressing distance learning needs, overcoming barriers, fostering collaboration and encouraging leadership development. ARTICLE IV: Membership Meetings Section 1. Annual Meeting A general membership meeting will be held annually on a date and at a place designated by the Board of Directors. Notification of the date and place of such meeting shall be announced to members at least thirty (30) days prior to the meeting. Section 2. Special Meetings Special meetings of the general membership may be held as called by the President, by a majority vote of the Board of Directors, or upon a petition filed with the Secretary by at least ten percent (10%) of the membership. The date and place of any such special membership meeting shall be announced to members at least two (2) weeks prior to the special meeting. Section 3. Quorum A quorum shall consist of ten percent (10%) of the membership. ARTICLE V: Officers Section 1. Officers and Duties The officers of TxDLA shall be President, President‐Elect, Secretary, Treasurer, and Immediate Past‐ President. A. Duties of the President The President shall function as the executive officer of TxDLA, head the Executive Committee, preside at meetings, carry out instructions of the Board of Directors, represent the association at any state or national meetings designated by the Board, and perform other duties as delegated by the Board. B. Duties of the President‐Elect The President‐Elect shall serve as executive officer in the President's absence, serve on the Executive Committee and other committees as appointed by the President, and perform other such duties as delegated by the President or the Board of Directors. C. Duties of the Secretary 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 12


The Secretary shall keep records of all membership, Executive Committee, and Board of Directors meetings, serve on the Executive Committee and other committees as appointed by the President, and perform other such duties as delegated by the President or the Board of Directors. D. Duties of the Treasurer The Treasurer shall oversee all financial matters of the association, chair the Finance Committee, serve on the Executive Committee and other committees as appointed by the President, and perform other such duties as delegated by the President or the Board of Directors. E. Duties of the Immediate Past‐President The Immediate Past‐President shall serve on the Executive Committee and other committees as appointed by the President, chair the Hall of Fame Committee, and perform other such duties as delegated by the President or the Board of Directors. Section 2. Nomination of Officers Each nominee for an officer position must meet at least one of the following requirements: 1) be a resident of Texas; 2) be employed by a Texas‐based agency or organization; or 3) have a significant business presence in the state of Texas. In addition, the nominee must indicate to the Nominations and Elections Committee a willingness to serve if elected. After the Nominations and Elections Committee reviews the qualifications of each nominee, the slate of qualified nominees shall be submitted in writing to the Board of Directors at least four (4) months prior to the annual general membership meeting. Section 3. Election Not later than January 15th of each membership year, the Nominations and Elections Committee shall prepare a ballot listing each candidate and make the ballot available to each member either electronically or by mail. Write-in votes will be accepted for individuals qualified to serve. The candidate with the most votes will be elected. Votes must be submitted and received on or before the date of election as established by the Board of Directors. The results of the election shall be reviewed by the members of the Nominations and Elections Committee and certified to the President who shall announce the results to the membership. Section 4. Term of Office The membership shall elect a President‐Elect, who will serve for three years: the first year as President‐Elect, the second as President, and the third as Immediate Past‐President. The Secretary and Treasurer shall be elected for two (2) year terms in alternate years, so as to result in staggered terms of office, and may serve up to two (2) consecutive full terms. The term of office for all officers shall begin on July 1st of any given year and shall end on June 30th of the year in which the term expires. Section 5. Vacancies Should a vacancy occur in the office of President, the President‐Elect shall assume the duties of the President and serve the remainder of that term in addition to his/her own elected term. Should the President‐Elect office become vacant, the Board of Directors shall call for a special election following the nomination and election process as outlined in this article. The election shall be completed within forty‐five (45) days of the President‐Elect's resignation. Should the office of Secretary or Treasurer become vacant, the Board of Directors shall appoint a member to complete such term of office. Should the office of Immediate Past‐President become vacant, that office shall remain vacant for the duration of that term. A. Nonperformance 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 13


An officer who does not perform his/her duties will be asked by the President to affirm his/her interest in continuing to serve. If nonperformance of duties by the officer continues, the President, with support of the majority vote of the Executive Committee, may ask that officer to resign from his/her office for nonperformance of duties. In the event the nonperforming officer is the President, the Board Chair will ask the President to affirm his/her interest in continuing to serve. If nonperformance of duties by the President continues, the Board Chair, with the support of the majority vote of the Board of Directors, may ask the President to resign for nonperformance of duties. B. Resignation An officer who desires to resign his/her position should submit a letter of resignation to the President. In the event the President desires to resign his/her position, he/she should submit a letter of resignation to the Board Chair. C. Re‐Affirmation Prior to preparation of the ballot going to the general membership each year, the Nominations and Elections Chair shall confirm with each officer holding an un‐expired term his/her desire to continue serving in that position. ARTICLE VI: Board of Directors Section 1. Function and Authority The affairs of TxDLA shall be managed by a Board of Directors, hereinafter, Board, which shall also be the governing body of TxDLA, serving as an advocate for the broader field of distance learning. The Board shall have the power to formulate policies of the organization consistent with its purposes and subject to any specific directions of the membership as duly adopted. The Board shall have authority to conduct all business pertaining to TxDLA, either in person or electronically, assuming responsibility for the management of the finances of the organization and acting as custodian of the property of TxDLA. Section 2. Number, Tenure, and Qualifications The members of the Board of Directors, hereinafter, Members, shall consist of the TxDLA officers as defined in Article V, at least ten (10) Members nominated and elected by the Board, and three (3) Members‐at‐Large nominated and elected by the general membership in accordance with the procedures established in these Bylaws. Each Member, other than officers whose terms of service are outlined in Article V, shall serve for a term of three (3) years and may serve up to two (2) consecutive full terms, with the exception of the Parliamentarian, who may serve an unlimited number of terms. The term of office for Board Members elected to a full three‐year term shall begin on July 1st of any given year and shall end on June 30th of the third year. The term for Members‐at‐ Large will be staggered such that the term for no more than one expires in the same year. Section 3. Board‐Elected Members Members nominated and elected by the Board shall consist of at least one member from each of the following representative constituencies: K‐12 Education, 2-Year Higher Education, 4-Year Higher Education, Government/Military, Corporate/Private Sector, and Nonprofit. Members from each representative group shall serve as advocates for their constituencies. Advocacy may include, but is not limited to, identifying needs, promoting achievements, fostering leadership, and maintaining communication channels. Additional Members nominated and elected by the Board shall consist of a Chief Information Officer, an Executive Partnership Council Chair, and a Regional Group Development Chair, each of who shall chair a standing committee or council and whose duties are to execute the charge of those respective groups. There shall also be a Member nominated and elected to serve as Parliamentarian to ensure that meetings of the Board of Directors and Executive Committee are conducted according to Robert's Rules of Order and are in compliance with the 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 14


Bylaws. The Parliamentarian may also be called upon to assist in other meetings as deemed necessary. The Parliamentarian is a non‐voting Member of the Board. Section 4. Nomination and Election of Board‐Elected Members The nomination and election process for Board‐elected positions shall take place after the announcement of the Members‐at‐Large election results. Each nominee shall have indicated to the Nominations and Elections Committee a willingness to serve if elected. The slate of nominees shall be submitted by the Nominations and Elections Committee in writing to the Board Chair. The Chair of the Nominations and Elections Committee will make the ballot available to the current Board Members and allow no more than two weeks for all votes to be submitted. Write‐in votes will be accepted for individuals qualified to serve. The candidate with the most votes shall be elected. The official results shall be reviewed by the members of the Nominations and Elections Committee and certified to the Board Chair who shall announce the results to the membership. Section 5. Nomination and Election of Members‐at‐Large The nomination and election process for Board Members‐at‐Large shall be conducted concurrently with officer elections, by a vote of the general membership. Each nominee shall have indicated to the Nominations and Elections Committee a willingness to serve if elected. The slate of nominees shall be submitted by the Nominations and Elections Committee in writing to the Board of Directors at least four (4) months prior to the annual general membership meeting. Not later than January 15th of each membership year, the Nominations and Elections Committee shall prepare a ballot listing each candidate and make the ballot available to each member of TxDLA either electronically or by mail. Write‐in votes will be accepted for individuals qualified to serve. Votes must be submitted and received on or before the date of election as established by the Board of Directors. The results of the election shall be reviewed by the members of the Nominations and Elections Committee and certified to the Board Chair who shall announce the results to the membership. The candidate with the most votes shall be elected. In the event there are multiple Member‐at‐Large seats to be filled in a single election, all candidates for those seats will be pooled into a single ballot category. The term length for each position will correspond to the number of votes received. The candidate receiving the most votes will be elected to the longest available term. Beginning with the next longest term, each remaining position will be filled with the next highest vote recipient until all positions are filled. Section 6. Nomination and Election of Chairman of the Board The Members of the Board shall nominate and elect a Chair to serve for the entire term of the elected Board Chair's membership on the Board, subject to the Chair's consent each year to continue in that role and a subsequent affirmative vote of the Board. Officers are not eligible to serve as Chair. The Chair will preside at all Board meetings and will initiate all votes on Board business. If the Chair is unable or declines to preside at a meeting, the Chair may designate another Board Member to preside. Should the Chair fail or decline to designate another Member to preside at a meeting, the President shall preside. If the Chair is unable to perform his/her duties, the President shall serve this function until the Chair is able to serve or a new Chair is elected. Should the Chair position become vacant, a new Chair shall be nominated and elected by the Board within thirty days (30) of the vacancy. Section 7. Vacancies Any vacancy occurring in a Board‐elected position shall be filled with a TxDLA member as nominated and elected by a vote of a majority of the remaining Board Members. Any vacancy occurring in a Member‐at‐Large position shall be filled by the candidate(s) on the ballot from the most recent election beginning with the next highest vote recipient. If there are still open positions after this process has been followed, the Board will nominate and elect individuals to fill such vacancies. Any Board‐elected member or Member‐at‐Large elected to fill a vacancy shall serve for the remainder of

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his/her predecessor's term. This service does not count towards the term limitations for that individual. A. Nonparticipation A Member who does not participate in two consecutive board meetings as recorded by the Secretary in the meeting minutes will be asked by the Board Chair to affirm his/her interest in continuing to serve on the Board. With support of the Executive Committee, the Board Chair may ask a Member to resign from the Board upon his/her third absence from an official meeting during a term of office. B. Resignation A Member who desires to resign from the Board should submit a letter of resignation to the Chairman of the Board. C. Reaffirmation Prior to preparation of the ballot going to the general membership each year, the Nominations and Elections Chair shall confirm with each Member holding unexpired board positions his/her desire to continue serving in his/her current position. Section 8. Meetings At least four (4) regular meetings of the Board shall be held each year at such times and places and by such means as the Board may determine. Written notification of the time and place or the electronic means of access and proposed agenda shall be sent to each Member of the Board and shall be announced to the general membership at least 72 hours prior to each meeting. All members of TxDLA may participate in meetings and association business by electronic means whenever feasible and available and will be notified of opportunities for same. Synchronous or asynchronous electronic discussion and electronic voting by the Board or the general membership have the full effect as if it were conducted within a meeting held at a set time and place. When business is conducted electronically between meetings, items to be voted on by the Board or the general membership shall have a minimum one week discussion period and a minimum one week period for voting unless the Executive Committee deems that emergency action is necessary in which case these time periods can be adjusted to fit the circumstances. Section 9. Quorum A majority of the voting Members shall constitute a quorum. If less than a quorum of the Board is present at any scheduled meeting, a majority of the Members present may adjourn the meeting without further notice. Section 10. Catastrophe Notwithstanding any other provisions of the laws of the state of Texas or these Bylaws, if any emergency occurs resulting from a national or local disaster that causes a majority of the Board to be incapable of performing their duties because of death, physical disability, or difficulties of communication or transportation, the remaining Board Member(s) shall constitute a quorum for the sole purpose of temporarily filling any vacancies. The Member(s) so elected shall serve until such replaced Member(s) can perform their Board duties or until the Board acts to elect permanent replacements. Questions as to the existence of such an emergency, disaster, or incapacity shall be conclusively determined by the remaining Members. Section 11. Personal Liability of Board Members A. Elimination of Liability To the fullest extent that the laws of the state of Texas, as now in effect or as hereafter amended, permit elimination or limitation of the liability of individual Members of the Board, 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 16


no Member shall be personally liable for monetary damages or other penalties as such for any action taken or failure to take any action as a Member. B. Nature and Extent of Rights The provisions of this Section shall be considered to be a contract with each Member while they are serving, and Members of the Board will be deemed to be serving in reliance on these provisions. Any amendment or repeal of this Section or adoption of any Bylaw, or provision of the Articles of Incorporation which increases the liability of the Members of the Board shall encompass future actions of the Board only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, Bylaw or provision. C. Liability Insurance Current Board Members are eligible to be covered under the organization's Directors and Officers Liability Insurance. As part of the eligibility process, each Board Member must provide information as required for coverage. Section 12. Code of Ethics A. Employment Board Members may not be employed by TxDLA on a contractual or full‐time basis during their term of service. B. Compensation and Expenses Members may not receive compensation for performing the duties and responsibilities of their office. However, it is permissible to reimburse Members for justifiable expenses related to meetings and those incurred while carrying out the duties of office. C. Conflict of Interest Members should recuse themselves from the voting process in circumstances where there is a potential conflict of interest. D. Fiscal Prudence Members shall ensure that all compensation/salaries paid to any employee of the organization will be reasonable for the services rendered and comparable with other like organizations. Likewise, Members shall ensure that the expense of any product or service paid for by the organization is fair and reasonable considering current market circumstances. ARTICLE VII: Executive Committee Section 1. Composition and Authority The officers of TxDLA, Chairman of the Board of Directors, and the Parliamentarian comprise an Executive Committee presided over by the President or the President's designee. If the President fails to preside or name a designee, the President‐Elect shall serve until such time as the President is again able to serve or to appoint a designee. It is the responsibility of this committee to aid the President, who functions as the Executive Officer of TxDLA, in carrying out the instructions of the Board of Directors and providing oversight of the day‐to‐day business of the organization. All members of the Executive Committee, with the exception of the Parliamentarian, are voting members. Regarding TxDLA’s Bylaws, the Executive Committee is authorized to correct article and section designations, punctuation, and cross‐references and to make such other technical and conforming editorial changes as may be necessary to reflect the intent of TxDLA so long as the original meaning of the Bylaws is not altered. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 17


Section 2. Meetings Meetings may be called by or at the request of the President or the Board Chair, as necessary, but it is recommended that meetings be held at least once a month. Notice of the time and place of any meeting or the electronic means of access shall be given to each member of the Executive Committee at least three (3) days prior to the date of such meeting. When feasible, regular meetings should be scheduled several months in advance to maximize member availability. Section 3. Quorum A quorum of the Executive Committee shall consist of four (4) voting members with either the President or the Board Chair required to be in attendance. ARTICLE VIII: Committees Section 1. Standing Committees TxDLA shall use a number of standing committees, each charged with a specific purpose, to carry out the mission and goals of the association. The standing committees include: Awards Committee, Conference Committee, Conference Site Selection Committee, Finance Committee, Hall of Fame Committee, Information Committee, Membership Committee, Nominations and Elections Committee, Public Policy Committee, and Regional Group Development Committee. These standing committees, except where noted, report to the President. The President may be a guest at any standing committee meetings. Section 2. Composition of Standing Committees Except where otherwise noted, the Chair of each standing Committee shall be designated by the President, approved by the Board of Directors, and shall be appointed for a one�year term to coincide with the President's term of office. The President shall present these appointments to the Board for approval (30) days prior to assuming office. Each committee shall consist of at least three (3) members selected by its Chair; the list of committee members will be provided to the Board. Where noted, committee membership requires Board approval. Section 3. Role and Purpose of Standing Committees A. Awards Committee TxDLA provides recognition of outstanding achievements in statewide distance learning through an annual awards program. The Awards Committee is charged with reviewing the award categories and criteria to ensure they are appropriate, and with overseeing the nomination and selection process of award recipients as approved by the Board of Directors. Members of the committee are appointed by the Chair and approved by the Board of Directors. B. Conference Committee It is anticipated that an annual conference will be held each year to provide members an opportunity to network, share experiences and knowledge, and view new vendor products and services. This annual conference also serves as the primary membership drive for the year and generates revenue for the association's operating budget. Conference planning is the responsibility of the Conference Committee, chaired by the President�Elect or other designee appointed by the Board of Directors. The Conference Committee Chair is responsible directly to the Board. C. Conference Site Selection Committee The Conference Site Selection Committee will research all aspects of location and venue for future TxDLA conferences as directed by the Board. The committee will compile and evaluate 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 18


the information and make recommendations to the Board, who has final approval for conference site locations and the awarding of contracts. D. Finance Committee Sound fiscal management and financial stability is crucial to the continued success of the association. The Finance Committee, chaired by the Treasurer, shall advise the Board on fiscal matters and shall be responsible for all financial matters including developing the annual operating budget, expenditure guidelines, internal controls, and audits. The President, President‐Elect, and Immediate Past‐President shall serve as members of the committee with at least two additional members appointed by the Chair. While the committee is responsible for the association's fiscal matters, it is the responsibility of any member in good standing with knowledge or perception of any financial irregularity to report such to the Finance Chair, President, or Chair of the Board of Directors. E. Hall of Fame Committee The Texas Distance Learning Hall of Fame Award recognizes long‐term distance‐learning practitioners or advocates whose careers are characterized by exceptional commitment, outstanding achievements, and enduring impact. Further, the award supports the TxDLA goal of increasing recognition of achievement in distance learning. The award is intended to be an honor of high distinction; accordingly, inductees into the Hall of Fame will be selected with great care. The Hall of Fame Committee is chaired by the Immediate Past‐President, who is responsible directly to the Board. The committee must be comprised of at least five members appointed by the Chair and approved by the Board of Directors. If the Immediate Past‐ President cannot serve as Chair, the Board of Directors will appoint a Chair. F. Information Committee The dissemination and collection of information is critical to the success of the association and is the responsibility of the Information Committee. This committee shall be responsible for all areas of marketing, website development and maintenance, and association newsletters. The Chief Information Officer will chair this committee. G. Membership Committee The Membership Committee shall oversee the maintenance of accurate records of the membership and shall, in all appropriate ways, urge those eligible to become members of the association. All Board Members representing specific constituencies, as well as the Regional Group Development Chair, will serve as ex officio voting members on the Membership Committee. H. Nominations and Elections Committee The Nominations and Elections Committee will conduct all necessary Officer and Board Member nominations and elections in a fair and impartial manner. The duties include preparing the call for nominations and ballots for the officer and Board of Director positions as set forth in these Bylaws, reviewing and certifying the official results for any elections, and reporting this information to the appropriate person. To avoid any conflict of interest, the Chair and committee members should not be on any ballot as a candidate for an officer or Board Member position while serving on the committee. I. Public Policy Committee The Public Policy Committee will advocate TxDLA positions to policy makers including government officials, legislative committees, and agencies that influence actions. The committee will mobilize support statewide, actively participate in the ongoing discussions and debates on distance education within the state and nationally, and endeavor to be considered an active player by state and national officials. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 19


J. Regional Group Development Committee Regional Groups support distance education and implement the goals of the association on a regional basis. This committee is responsible for establishing and supporting regional groups as described in Article X. The Chair of this committee is appointed by the Board of Directors for a three‐year term. All regional group coordinators as well as the Chair of the Executive Partnership Council serve as ex officio voting members of the committee. Section 4. Standing Committee Reports The Chair of each standing committee shall regularly apprise the President, or Board where noted, of the committee's activities and shall provide a written report concerning such at each meeting of the Board of Directors. Section 5. Other Standing Committees The President or Board of Directors may propose other standing committees as deemed necessary for the purpose of carrying out the business of the association. Additional standing committees must be approved by the Board who will state the purpose and responsibilities of the committee. The Chair of any such standing committee shall be recommended by the President and approved by the Board. Section 6. Special or Ad Hoc Committees The President or Board of Directors may propose special or ad hoc committees as deemed necessary for a specified period of time. Such committees must be approved by the Board who will state the purpose and responsibilities of the committee and designate the estimated period of time to complete the required task. Should the Board create a special or ad hoc committee, the President shall appoint a Chair, who will appoint committee members to carry out the purpose for which it was created. Section 7. Code of Ethics Committee Chairs and Members are held to the same Code of Ethics as Board Members, stated in section 12 of article VI. ARTICLE IX: Executive Partnership Council Section 1. Purpose The Executive Partnership Council (EPC or Council), responsible directly to the Board of Directors, furthers TxDLA's success in providing peer networking, information, and coordinated communication channels across the broad spectrum of its membership. In large part, achieving this goal depends on successful public/private partnerships. Public sector members benefit through an enhanced ability to make well‐informed decisions when planning, purchasing, and implementing distance learning products and services. Private sector members benefit through an improved ability to identify the needs and characteristics of end‐users of those same products and services. Both sectors benefit from TxDLA's basic philosophy of trust, commitment, and mutual collaboration. To help achieve this, the Council has four goals: A. The EPC will foster dialogue and enable the dissemination and collection of information to benefit the public and private sectors as well as individual members. B. The EPC will encourage collaborative public/private relationships and partnerships, fostered in honesty and integrity, and initiate Council activities to advance the cause of distance learning, TxDLA, and its members.

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C. The EPC will participate at all levels of TxDLA including the Regional Group level where close collaborative relationships are encouraged. D. The EPC will generate revenue for TxDLA by encouraging corporate sponsorships and financial assistance, participating in the annual conference exhibit hall, and supporting Regional Group meetings. Section 2. Council Leadership and Composition A. EPC Chair The EPC Chair, nominated and elected by the Board of Directors, shall oversee the Council and work to ensure attainment of its purpose and goals. In order for public/private partnerships to be nurtured at all levels of TxDLA, the EPC Chair shall serve as a member of the Board of Directors and as an ex officio voting member of the Regional Group Development Committee. B. Council Members The Council is comprised of members in good standing representing public and private sector organizations that have made a commitment to substantially support or sponsor TxDLA operations and activities. EPC members shall be appointed by the EPC Chair to a three‐year term to be reviewed and reaffirmed annually by the Chair. There are no limitations on the number of terms a member may serve on the Council. C. Qualifications Council members shall be representatives of organizations that have made a commitment of at least five thousand dollars (for‐profit organizations and companies) or at least three‐ thousand dollars (non‐profit organizations and companies) over a maximum of a three‐year period in cash, in‐kind products or services, or a combination thereof, to support or sponsor TxDLA operations and activities. Section 3. Duties of the Council A. Activities and Conduct The EPC will implement procedures and initiate activities to ensure that the goals identified for the Council are realized. It is expected that EPC members will contribute to TxDLA's overall success and mission and that Council activities will be conducted in a manner that ensures the general TxDLA membership will reap the benefits of mutual cooperation and access to timely and accurate information about products, services, and markets. B. Meetings Meetings of the EPC should be held at least two (2) times per year. In addition, meetings with TxDLA's general membership are encouraged such as roundtable forums scheduled during the annual conference or in conjunction with Regional Group meetings. C. Reports The EPC shall provide regular and on‐going reports to the Board of Directors. D. Website Resource Recognizing the importance of the dissemination and collection of information, the EPC shall maintain a presence on the TxDLA website to provide members with access to the latest information.

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ARTICLE X: Regional Groups Section 1. Purpose Regional Groups support distance education and implement TxDLA's goals, specified in Article II of the Bylaws, on a geographic regional basis. In addition, Regional Groups: A. provide input to the Board of Directors about how TxDLA can best encourage and utilize regional cooperation in developing strategic plans, implementing strategies to meet regional needs, and fulfilling TxDLA's mission and goals; B. provide a local forum for distance education practitioners to meet, network, discuss relevant issues, and learn from experts; C. initiate activities and promote partnerships that fulfill TxDLA's mission and goals; and D. enhance the professional practice of distance education and the image of TxDLA. Section 2. Structure TxDLA supports Regional Groups and will help to form and sustain groups as requested by the organization's membership through the Regional Group Development Committee, as defined in Article VIII. Regional Groups do not charge membership dues, and although regional group members are encouraged to join TxDLA, membership in TxDLA is not required for participation in a Regional Group. Section 3. Regional Group Leadership A. Regional Group Development Chair The Regional Group Development Chair serves to encourage the development and growth of Regional Groups and the attainment of each group's goals. The Chair serves as the liaison among the Board of Directors, Regional Groups, and the Regional Group Development Committee. B. Regional Group Coordinators Each Regional Group will appoint, by majority vote, one or more coordinators to plan and organize the group's development and activities. Coordinators, who must be members in good standing of TxDLA, are generally appointed for a two�year term with review and reaffirmation done each year by a majority vote of their respective Regional Group members. A Regional Group Coordinator may serve an unlimited number of terms. The Regional Group Coordinators serve as ex officio voting members of the Regional Group Development Committee. C. Regional Group Steering Committees Regional Groups are encouraged to appoint steering committees to assist the Coordinator(s) in helping the Group attain its mission and goals. Steering committee members may be nominated and appointed by the regional group membership or they may be appointed by the Regional Group Coordinator(s). Section 4. Duties of the Regional Groups A. Activities and Conduct 1. TxDLA's Success Regional Groups, and their members, are expected to contribute to TxDLA's overall success, mission, and goals. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 22


2. Group Management Regional Groups are encouraged to operate in a relaxed, welcoming atmosphere. The Chair of the Regional Group Development Committee will work with the Regional Group Coordinators to find ways to finance group activities. Regional Groups are encouraged to pursue in�kind support from Regional Group members and assistance from the Executive Partnership Council and the public sector. 3. Needs Identification Regional Groups shall develop mechanisms such as surveys or focus groups to identify the needs and characteristics of their particular region and shall share this information with the Regional Group Development Chair. 4. Partnerships Each Regional Group is encouraged to promote partnerships that fulfill the goals of Regional Groups and TxDLA. B. Meetings It is recommended that Regional Groups hold at least four (4) meetings per year. Regional Groups are encouraged to use meeting formats that best serve the needs of the group. The Regional Group Development Chair will work with the Regional Group Coordinators to formulate appropriate meeting agendas and opportunities to contribute to the success of the Regional Groups and TxDLA. C. Reports The exchange of information between the Regional Groups and TxDLA's Board of Directors and membership is critical to the attainment of the goals of TxDLA and the Regional Groups. Therefore, the Regional Group Development Chair shall present a written report quarterly to the Board of Directors. The report shall include a summary of activities from each regional group. ARTICLE XI: Parliamentary Authority The rules, guidelines, and procedures contained in the latest version of "Robert's Rules of Order" shall govern the business of TxDLA in all cases to which they are applicable and in which they are consistent with the Bylaws of TxDLA. In the event of a conflict between the Rules of Order and the Bylaws, such conflict will be resolved in favor of the Bylaws. ARTICLE XII: Amendment and Revision of Bylaws Section 1. Initiation Proposed amendments or revision to the Bylaws may be initiated by the Board of Directors, standing, special, or ad hoc committees appointed for the purpose of recommending or proposing amendments to the Bylaws, or by petition of ten percent (10%) of the membership. Section 2. Amendment or Revision An amendment or revision to these Bylaws shall be ratified by two�thirds (2/3) of the total votes cast by the membership and be effective immediately thereafter.

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ARTICLE XIII: Dissolution In the event of the dissolution of TxDLA, the laws governing incorporated societies in the state of Texas will be followed. Upon legal counsel at that time, the Board of Directors will adopt a plan for dissolution of TxDLA and distribution of all funds and property and rights thereto of the association.

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Certificate of Incorporation

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Tax Exempt Status – 501(c)(3)

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Texas Sales and Use Tax Exemption Certification

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Board Policies & Code of Ethics

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TxDLA Board of Director Code of Ethics Employment: Board Members may not be employed by TxDLA on a contractual or full�time basis during their term of service. Compensation and Expenses: Members may not receive compensation for performing the duties and responsibilities of their office. However, it is permissible to reimburse Members for justifiable expenses related to meetings and those incurred while carrying out the duties of office. Conflict of Interest: Members should recuse themselves from the voting process in circumstances where there is a potential conflict of interest. Fiscal Prudence: Members shall ensure that all compensation/salaries paid to any employee of the organization will be reasonable for the services rendered and comparable with other like organizations. Likewise, Members shall ensure that the expense of any product or service paid for by the organization is fair and reasonable considering current market circumstances.

Board Member Agreement As an officer or director of TxDLA, Inc., I am fully committed and dedicated to the mission and have pledged to carry out this mission. I understand that my duties and responsibilities include the following: 1. I am fiscally responsible, with other board members, for this organization. I will know what our budget is and take an active part in reviewing, approving, and monitoring the budget, and actively supporting the revenue generating activities to meet it. 2. I know my legal and fiduciary responsibilities for this organization and those of my fellow board members, and I will honor these responsibilities. I am responsible to know and oversee the implementation of policies and programs. 3. I accept the bylaws and operating principles of TxDLA, Inc. and understand that I am morally responsible for the health and well-being of this organization. 4. I will actively promote TxDLA, Inc. and encourage and support its staff. 5. I will attend board meetings, be available for phone consultation, and serve on at least one committee. If I am not able to meet my obligations as a board member, I will offer my resignation. 6. In signing this document, I understand that no quotas are being set, that no rigid standards of measurement and achievement are being formed. Every TxDLA board member is making a statement of faith about every other board member. We are trusting each other to carry out the above agreements to the best of our ability. 7. I will abide by TxDLA’s Board of Directors Code of Ethics. Printed Name_________________________________________________________________________ Signature______________________________________________________ Date _________________

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TxDLA Conflict of Interest Policy Conflict of interest arises whenever the personal or professional interest of a Board Member is potentially at odds with the best interests of Texas Distance Learning Association (TxDLA). It is the purpose of this policy to guide the Board to avoid even the appearance of impropriety. No part of this policy excludes TxDLA from working directly or exclusively with any business. Also it is not a conflict of interest to reimburse Board Members for expenses incurred (such as the purchase of supplies). If an issue should be brought before the Board where a Board Member or someone in his/her immediate family has potential benefit that could be perceived as a conflict of interest, the following procedures apply. Board Member Responsibility It is the responsibility of the Board Member to: 1. Identify the potential conflict of interest. 2. Not participate in discussion of the program or motion being considered. 3. Not vote on the issue. Board Responsibility It is the responsibility of the Board to: 1. Record in the minutes of the Board Meeting the potential conflict of interest. 2. Ensure the Board Member does not participate in the discussion. 3. Ensure the Board Member does not vote on the issue. Note: Board Members are prohibited by the association by-laws from being paid employees of TxDLA.

Notification of Conflict of Interest I, __________________________________, notify TxDLA I have the following potential conflict(s) of interest: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ _______________________________ Signature

___________________ Date

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Director & Officer Liability Insurance According to Chapter 22 of the Texas Business Organizations Code: An officer or director of a nonprofit organization is not liable to the corporation or any other person for an action taken or omission made by the officer or director in the person's capacity as an officer or director unless the officer's or director’s conduct was not exercised: (1) in good faith; (2) with ordinary care; and (3) in a manner the officer reasonably believes to be in the best interest of the corporation. This section shall not affect the liability of the corporation for an act or omission of the officer or director. TxDLA purchases director’s and officer’s liability insurance on behalf of its governing body members and to insure against potential liability of such members regardless of whether TxDLA, Inc. has the power to indemnify the particular litigant. This policy insures the board and officers against judgments or amounts paid in settlement of derivative suits and against expenses incurred by a member even in circumstances in which a member has been found to have acted unlawfully or in bad faith.

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Programs and Services

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TxDLA Programs and Services Annual Conference The TxDLA Conference offers three days of outstanding professional development, hands-on and peer-to- peer learning opportunities, exploration of new trends through interactive learning environments, in-depth presentations from distance learning experts, inspiring keynote speakers, discovery of new products and services through exhibits, and plenty of networking in a fun environment! A free one year TxDLA membership is included with full conference registration. A scholarship program is available to cover registration costs for selected members. Fall Leadership Workshop FLWS is a time when individuals who wish to be actively involved in TxDLA get together to re-acquaint themselves to the organization's mission and goals as well as continue to build action plans to take TxDLA into the ever brighter future. A scholarship program is available to cover registration costs for selected members. Website www.txdla.org TxDLA’s website includes the following features:  News and Updates  Events  History  Board and Committee Listings  Award Recipients  Membership Information and Application  Regional Group Information  Industry Job Postings  Links to social sites and members-only website Members-Only Website  Searchable membership directory  Awards and Scholarships submissions  Online transactions  Profile and contact update forms Social Sites  Facebook: Texas Distance Learning Association  Twitter:  LinkedIn: Texas Distance Learning Association (TxDLA)  YouTube: TxDLA’s Channel News at a Distance TxDLA's e-newsletter contains informative links, events and announcements about distance learning and is distributed several times a year to members.

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Regional Groups Regional groups encourage TxDLA members in various areas of the state to connect with one another in meaningful ways to advance themselves both personally and professionally. From networking receptions to complimentary idea swaps, regional groups allow members to build a community of peers, advance their careers and volunteer within the distance learning industry. Awards Program TxDLA accepts nominations to honor the best and brightest leaders in distance learning. Many practitioners are working diligently to grow programs and to utilize distance learning in exemplary ways. A great way to showcase why Texas is becoming a leader in distance learning is through the annual TxDLA Awards program. Awards are given to honor outstanding teachers, TxDLA members, individuals and organizations and will be announced at the TxDLA conference each spring.      

Hall of Fame Outstanding Commitment to TxDLA Outstanding Commitment to Excellence & Innovations in Distance Learning Don Foshee Award for Outstanding TxDLA Leadership John A. Baker Memorial for Excellence in K-12 Distance Learning Don Foshee Memorial Grant

Executive Partnership Council (EPC) The Executive Partnership Council (EPC or Council) furthers TxDLA's success in providing peer networking, information, and coordinated communication channels across the broad spectrum of its membership. In large part, achieving this goal depends on successful public/private partnerships. Public sector members benefit through an enhanced ability to make well-informed decisions when planning, purchasing, and implementing distance learning products and services. Private sector members benefit through an improved ability to identify the needs and characteristics of end-users of those same products and services. Both sectors benefit from TxDLA's basic philosophy of trust, commitment, and mutual collaboration. The Council is comprised of members in good standing representing public and private sector organizations that have made a commitment to substantially support or sponsor TxDLA operations and activities. EPC members shall be appointed by the EPC Chair to a three‐year term to be reviewed and reaffirmed annually by the Chair. There are no limitations on the number of terms a member may serve on the Council. EPC Members shall be representatives of organizations that have made a commitment of at least five‐thousand dollars (for‐profit organizations and companies) or at least three‐thousand dollars (non‐profit organizations and companies) over a maximum of a three‐year period in cash, in‐kind products or services, or a combination thereof, to support or sponsor TxDLA operations and activities. The Council typically meets in conjunction with the Annual Conference and with Fall Leadership Workshop. TxDLA Store http://www.cafepress.com/txdlaonlinestore Members may purchase TxDLA logo shirts, mugs, hats, glasses, and more through CafePress. Visit the TxDLA Store and start "wearing your membership" today! USDLA Membership All current TxDLA members have access to the “Members Only” feature of the recently updated USDLA website. In this section, USDLA offers various resources such as white papers, research and statistics. In addition, another private social networking program is also available for meeting other USDLA members in similar geographic areas or with similar interests 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 39


Board Job Descriptions

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President DESCRIPTION: Chief executive officer REPORTS TO: Membership, Board of Directors TERM: 3 years – includes President-Elect, President and Immediate Past-President. Elected by Membership PURPOSE: Serves as chief executive officer of TxDLA and acts as official representative. Provides general supervision, direction and control of the business of TxDLA. RESPONSIBILITIES: 1. Heads the Executive Committee (Officers, Board Chair and Parliamentarian), whose purpose is to aid the President in carrying out the instructions of the Board and providing oversight of the day-to-day business of TxDLA. 2. Carries out instructions of the Board of Directors. 3. Represents TxDLA at any state or national meetings designated by the Board. 4. Performs other duties as delegated by the Board. 5. Appoints committee chairs 30 days prior to assuming office and periodically as needed, after approval by board of directors. Committees include Awards, Conference (President-Elect chairs), Conference Site-Selection, Finance (Treasurer chairs), Hall of Fame (Immediate PastPresident chairs), Information (CIO chairs), Membership, Nominations and Elections, Public Policy, Regional Group Development (Regional Group Development Chair chairs). 6. Presides over, delegates tasks to, and keeps apprised of committee activities from appointed committee chairs. Communicates regularly with committees and monitors committee task lists and timelines. 7. Delegates and oversees completion of tasks assigned at or developed from board meetings and Fall Leadership Workshop. 8. Presides over and develops agenda for Executive Committee meetings, recommended to be held once a month. Notice should be given at least three days prior to the date of the meeting. 9. Prior to taking office, works with Treasurer and Finance Committee to prepare an annual operating budget (see expenditure guidelines). 10. Plans the Fall Leadership Workshop for strategic planning and social networking. 11. Attends board meetings, held four times a year. 12. Reports to the board on meetings attended, committee updates, and other association activities. 13. Serves as a member of the Finance Committee. 14. Serves as an ex-officio member of the Membership Committee. 15. Serves as a guest at any standing committee meeting. 16. Writes welcome message for conference program. 17. Writes articles for newsletter. 18. Responds to correspondence on behalf of TxDLA, or delegates that correspondence to the most appropriate individual. 19. Approves (or delegates) in writing any expenditures on behalf of the operating budget of TxDLA. 20. Mentors and facilitates transition of president-elect to president. 21. Prepares annual report for presentation at annual membership meeting. 22. Consults with past-president as needed. 23. Typically presents annual awards at conference (excluding any special presenters, Don Foshee Grant and Hall of Fame). 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 41


24. Facilitates performance evaluation of management firm and renegotiation of management contract each year. 25. In the event of the absence of the Board Chair, presumes the role of Board Chairtakes over the role of Board Chair and has 30 days to replace this position with another board member SKILLS NEEDED: Leadership qualities, strong communication, interpersonal, and organizational skills. Ability to work as a team and to work with a variety of personalities. BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization, continue the growth and to expand the reach of the constituencies. Improving job skills such as conference planning, negotiating, financial planning and budgeting, public speaking, communication. Approximate Number of Hours Per month: 20

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President-Elect DESCRIPTION: Chair of Annual Conference, Incoming chief executive officer REPORTS TO: Membership, Board of Directors TERM: 3 years – includes President-Elect, President and Immediate Past-President. Elected by Membership PURPOSE: Serves as Chair of the Annual Conference and member of the Executive Committee. RESPONSIBILITIES: 1. Presides over, delegates tasks to, and keeps apprised of the Conference Committee. Communicates regularly with subcommittees and monitors task lists and timelines. The Conference Committee is responsible for planning the Annual Conference, the primary source of membership and revenue for TxDLA (see Conference Checklist for detailed committee tasks). 2. Presides over and develops agenda for Conference Committee meetings. 3. Serves as a member of the Executive Committee (Officers, Board Chair and Parliamentarian), whose purpose is to aid the President in carrying out the instructions of the Board and providing oversight of the day-to-day business of TxDLA. 4. Serves as a member of the Finance Committee. 5. Carries out instructions of the Board of Directors and President. 6. Performs other duties as delegated by the Board or the President. 7. Should a vacancy occur in the office of President, the President-Elect shall assume the duties of the President and serve the remainder of that term in addition to his/her own elected term. 8. Serve as chief executive officer in the President’s absence. 9. Prior to taking office as President (late spring), works with Treasurer and Finance Committee to prepare an annual operating budget (see expenditure guidelines). 10. Attends board meetings, held four times a year. 11. Reports to the board on conference activities. 12. Writes welcome message for conference program. 13. Writes conference articles for newsletter. 14. Responds to correspondence regarding TxDLA’s Annual Conference, or delegates that correspondence to the most appropriate individual. 15. Approves (or delegates) in writing any expenditures under the conference budget of TxDLA. 16. Mentors and facilitates transition of incoming president-elect/conference chair. 17. Consults with president as needed. 18. Presents opening welcome address at conference. SKILLS NEEDED: Leadership qualities, strong communication, interpersonal, and organizational skills. Ability to work as a team and to work with a variety of personalities. Negotiating skills in working with vendors and sponsors. BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization, continue the growth and to expand the reach of the constituencies. Improving job skills such as conference planning, negotiating, financial planning and budgeting, public speaking, communication. Approximate Number of Hours Per Month: 15-60 hours per month, averaging 25 hours per month. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 43


Immediate Past President DESCRIPTION: Immediate Past President REPORTS TO: Membership, Board of Directors TERM: 3 years – includes President-Elect, President and Immediate Past-President. Elected by Membership PURPOSE: Serves on the Executive Committee and chairs the Hall of Fame Committee. Serves in an advisory role to current President and President-Elect. RESPONSIBILITIES: 1. Chairs the Hall of Fame Committee, which includes selection and recommendation of committee members to the board, review of the nomination process, announcement and marketing of the award to members, reviewing submitted applications, holding committee meetings to select recipient(s), communicating with recipient(s) on travel and payment arrangements for awards presentation, obtaining biography and photo for conference program, and presenting award at the Annual Conference. 2. Chairs Don Foshee Memorial Grant Committee, which includes selection and recommendation of committee members to the board, review of the application process, announcement and marketing of the grant to members, reviewing submitted applications, holding committee meetings to select recipient(s), communicating with recipient(s) on travel and payment arrangements for awards presentation, presenting award at the Annual Conference. 3. Serve on the Executive Committee (Officers, Board Chair and Parliamentarian), whose purpose is to aid the President in carrying out the instructions of the Board and providing oversight of the day-to-day business of TxDLA. 4. Carries out instructions of the Board of Directors. 5. Performs other duties as delegated by the Board or President. 6. Attends Executive Committee meetings, recommended to be held once a month. 7. Attends board meetings, held four times a year. 8. Serves as a member of the Finance Committee. SKILLS NEEDED: Leadership qualities, strong communication, interpersonal, and organizational skills. Ability to work as a team and to work with a variety of personalities. BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization and the industry, continue the growth and to expand the reach of the constituencies. Improving job skills such as conference planning, negotiating, financial planning and budgeting, public speaking, communication. Approximate Number of Hours Per month: 8 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 44


Chairman of the Board DESCRIPTION: Chairman of the Board REPORTS TO: Board of Directors, Membership (if Member-at-Large) TERM: 3 years. May serve up to two terms, or 6 years. Elected by Board of Directors. Must consent to serve as Chairman each year and be affirmed by a vote of the Board of Directors. PURPOSE: Presides at all Board of Director meetings and initiates all votes on Board business. RESPONSIBILITIES: 1. Presides over the Board of Directors, the governing body of TxDLA, serving as an advocate for the broader field of distance learning. The Board shall have the power to formulate policies of the organization consistent with its purposes and subject to any specific directions of the membership as duly adopted. The Board shall have authority to conduct all business pertaining to TxDLA, either in person or electronically, assuming responsibility for the management of the finances of the organization and acting as custodian of the property of TxDLA. 2. Presides at and attends all Board meetings, held four times per year. 3. Develops agenda for all Board meetings. 4. Notifies in writing and distributes agenda of each Board meeting to Board of Directors and TxDLA membership at least 72 hours prior to meeting. Meetings are open to any TxDLA member. 5. Requests reports from committees and Board members for all Board meetings. 6. Initiates all votes on Board business via conference call, in person or electronically. 7. Designates another Board Member to preside at meetings if unable to attend or if declines to preside. 8. Performs other duties as delegated by the Board. 9. Delegates tasks to individual members (primarily the President), and keeps apprised of Board activities. Communicates regularly with President and Board Members and monitors Board task lists and timelines. 10. Presents awards of appreciation to outgoing Board members. 11. Serves on the Executive Committee (Officers, Board Chair and Parliamentarian), whose purpose is to aid the President in carrying out the instructions of the Board and providing oversight of the day-to-day business of TxDLA. 12. Attends Executive Committee meetings, recommended to be held once a month. 13. May call an Executive Committee meeting. SKILLS NEEDED: Leadership qualities, strong public speaking and verbal/written communication skills, interpersonal and organizational skills. Ability to work as a team and to work with a variety of personalities. Understanding of Robert’s Rules of Order. Commitment to attend each meeting, confidence, firmness, a few years of active membership or involvement in TxDLA, knowledge of how TxDLA functions. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 45


BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization, continue the growth and to expand the reach of the constituencies. Improving job skills such as public speaking, communication and leadership. Approximate Number of Hours Per month: 10

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Secretary DESCRIPTION: Secretary at Board and Executive Committee Meetings REPORTS TO: Membership, Board of Directors TERM: 2 years – Elected by Membership; May serve a total of 2 terms, or 4 years. PURPOSE: Keeps records of all membership, Executive Committee, and Board of Directors meetings, serves on the Executive Committee. RESPONSIBILITIES: 1. Documents each Executive Committee meeting and provides a report to each Executive Committee member. 2. Records minutes for each Board meeting and provide each board member with a copy. Once approved, ensure minutes are posted on the TxDLA website for all members to view. 3. Ensures all minutes, policies and procedures are accurate, current and complete. 4. Compiles and keeps historical records of TxDLA. 5. Serves on the Executive Committee (Officers, Board Chair and Parliamentarian), whose purpose is to aid the President in carrying out the instructions of the Board and providing oversight of the day-to-day business of TxDLA. 6. Carries out instructions of the Board of Directors. 7. Performs other duties as delegated by the Board or President. 8. Attends Executive Committee meetings, recommended to be held once a month. 9. Attends board meetings, held four times a year. SKILLS NEEDED: Attention to detail, excellent written communication skills, organizational skills, commitment to timely completion of minutes, a few years of active membership or involvement in TxDLA, knowledge of how TxDLA functions. BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization and the industry. Improving job skills such as organization and communication. Approximate Number of Hours Per month: 10

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Board Member-At-Large DESCRIPTION: Board Representative elected by the general membership. REPORTS TO: Board of Directors, Membership TERM: 3 years – Elected by Membership; May serve a total of 2 terms, or 6 years. Term begins on July 1 of year elected. PURPOSE: Voting member of the Board of Directors which serves as the governing body of TxDLA and advocates for the broader field of distance learning. RESPONSIBILITIES: 1. Assists in formulating policies of the organization consistent with its purposes and subject to any specific directions of the membership. 2. Assists in conducting all business pertaining to TxDLA, either in person or electronically, assuming responsibility for the management of the finances of the organization and acting as custodian of the property of TxDLA. 3. Assists in development of the strategic direction, policies and procedures of TxDLA. 4. Supports TxDLA’s mission, goals and code of ethics. 5. Attends board meetings, held four times a year, and is prepared and informed about issues on the agenda including review of board minutes and other materials distributed prior to the meeting. 6. Contributes to meetings by expressing one’s point of view with the best interest of TxDLA in mind. 7. Considers other points of view, makes constructive suggestions, encourages and respects questions and discussions that help the board make decisions that benefit TxDLA. 8. Regularly attends all local regional group meetings and other committee meetings involved. 9. Volun teers for and willingly accepts assignments and completes in a thorough and timely manner. 10. Actively recruits and nominates new board members and committee members. 11. Actively recruits new TxDLA members. 12. Serves as a mentor to newly elected board members. 13. Makes every attempt to attend TxDLA’s Annual Conference and TxDLA’s Fall Leadership Workshop and volunteers as needed. 14. Encourages membership participation and involvement in TxDLA events and committees. 15. Becomes knowledgeable about TxDLA. 16. Carries out instructions of the Board of Directors. 17. Performs other duties as delegated by the Board. SKILLS NEEDED: Excellent communication skills, leadership skills, organizational skills, commitment to attend and participate in meetings, a few years of active membership or involvement in TxDLA, knowledge of how TxDLA functions. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 48


BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization and the industry. Improving job skills such as organization and communication. Approximate Number of Hours Per Month: 3

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Board-Elected Directors / Constituency Representatives DESCRIPTION: Board Representative for a Specific Industry including a K-12 Education Representative, Higher Education Representative, Vocational/Technical Education Representative, Government/Military Representative, Corporate/Private Sector Representative and Healthcare/Telemedicine Representative REPORTS TO: Board of Directors, Membership Constituency Represented TERM: 3 years – Elected by Board of Directors; May serve a total of 2 terms, or 6 years. Term begins on July 1 of year elected. PURPOSE: Advocate for the specific constituency represented including identifying needs, promoting achievements, fostering leadership and maintaining communication channels. RESPONSIBILITIES: 1. Acts as voting member of the Board of Directors which serves as the governing body of TxDLA and advocates for the broader field of distance learning. 2. Assists in formulating policies of the organization consistent with its purposes and subject to any specific directions of the membership. 3. Assists in conducting all business pertaining to TxDLA, either in person or electronically, assuming responsibility for the management of the finances of the organization and acting as custodian of the property of TxDLA. 4. Assists in development of the strategic direction, policies and procedures of TxDLA. 5. Supports TxDLA’s mission, goals and code of ethics. 6. Represents needs of the constituency while serving on Board of Directors. 7. Attends board meetings, held four times a year, and is prepared and informed about issues on the agenda including review of board minutes and other materials distributed prior to the meeting. 8. Contributes to meetings by expressing one’s point of view with the best interest of TxDLA and represented constituency in mind. 9. Considers other points of view, makes constructive suggestions, encourages and respects questions and discussions that help the board make decisions that benefit TxDLA. 10. Regularly attends all local regional group meetings and other committee meetings involved. 11. Volun teers for and willingly accepts assignments and completes in a thorough and timely manner. 12. Actively recruits and nominates new board members and committee members. 13. Actively recruits new TxDLA members. 14. Serves as a mentor to newly elected board members. 15. Makes every attempt to attend TxDLA’s Annual Conference and TxDLA’s Fall Leadership Workshop and volunteers as needed.

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16. Encourages constituency participation and involvement in TxDLA events and committees. 17. Serves as a member of the Membership Committee. 18. Answers specific questions submitted through email or the website that pertain to constituency represented. 19. Provides information and reports regarding constituency represented to newsletter and website committees. 20. Becomes knowledgeable about TxDLA. 21. Carries out instructions of the Board of Directors. 22. Performs other duties as delegated by the Board. SKILLS NEEDED: Affiliation with industry represented, excellent communication skills, leadership skills, organizational skills, commitment to attend and participate in meetings, a few years of active membership or involvement in TxDLA, knowledge of how TxDLA functions. BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization and the industry. Improving job skills such as organization and communication. Approximate Number of Hours Per Month: 4

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Chief Information Officer (CIO) The CIO is a business leadership position whose purpose is to drive change and innovation for TxDLA through information technology. The CIO will lead information technology decisionmaking for the routine operation of the organization, for event planning, preparation and delivery, and for electronic communications through online marketing, social networking and web presence. This position will serve as a liaison for all parties concerned with these functions and other related items as revealed. The CIO must have a vision for the role of IT and how it can contribute to successful operation of the association. He or she must be able to communicate with courtesy and persuasiveness, and have the ability to deal effectively with a wide variety of people as an advocate for TxDLA’s interests. Responsibilities  Work closely with TxDLA management and external service providers on database management and web design/functionality.  Work closely with the current TxDLA President by recruiting, organizing and chairing the Information Committee, whose responsibilities include marketing, website development and maintenance, and association newsletters per TxDLA bylaws.  Liaison with TxDLA standing and ad hoc committees whose responsibilities are dependent upon IT functions.  Report to the Board of Directors and the Executive Committee on the status of current IT operations, new initiatives and approved projects.  Coordinate negotiation of outsourced IT services and budgets, including recruitment of volunteers to complete information technology tasks if budget is limited.  Coordinate IT planning and development of new systems for improved operation and efficiency. During the first few years, this position will involve much transition of moving the website over to new technology, researching and organizing new technologies and tools for the association’s web presence, establishing budgetary goals as well as a good volunteer committee based on plans, etc.  Participate in organizational strategic planning.  Recommend and monitor cutting edge technology for the benefit of TxDLA members.  Have frequent contact with management, vendors and other parties with business related to information technology. Qualifications  Executive experience with budgeting, strategic planning and administration  Management of complex technical projects  Knowledge and experience with IT systems  Understanding of database design and functionality  Understanding of web design and functionality  Effective oral and written communication skills – able to effectively work with a team of volunteers  Ability to communicate technology issues well to all levels of understanding  Thorough knowledge and understanding of TxDLA daily management operations and events

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    Skills     

Strong knowledge or experience with system analysis and development, web programming, enterprise resource planning (ERP), IT practices, telecommunications and data communications Database and server administration experience a plus Self-starter with a willingness to be a hands-on CIO when the situation arises Willingness to lead and work with numerous volunteers in order to meet the IT goals of the organization Business leadership Strategic planning Project management Client services Hands-on technology

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Executive Partnership Chair DESCRIPTION: Chairman of the Executive Partnership Council and Representative to the Board REPORTS TO: Board of Directors TERM: 3 years – Elected by Board of Directors; May serve a total of 2 terms, or 6 years. Term begins on July 1 of year elected. PURPOSE: Chairs the Executive Partnership Council, which encourages the development and growth of partnerships and the attainment the Council’s goals. RESPONSIBILITIES: 1. Oversees the Executive Partnership Council and works to ensure attainment of its purpose and goals. 2. Fosters dialogue and enables the dissemination and collection of information to benefit the public and private sectors as well as individual members. 3. Encourages collaborative public/private relationships and partnerships, fostered in honesty and integrity, and initiates Council activities to advance the cause of distance learning, TxDLA, and its members at all levels, including the Regional Group level. 4. Implements procedures and initiates activities to ensure that the goals identified for the Council are realized, contributing to TxDLA's overall success and mission, and ensuring the general TxDLA membership will reap the benefits of mutual cooperation and access to timely and accurate information about products, services, and markets. 5. Seeks and encourages corporate sponsorships and financial assistance. 6. Seeks and encourages corporate participation in the annual conference exhibit hall and support of Regional Group meetings. 7. Keeps accurate historical records of contributions made by qualified EPC members (representatives of public and private sector organizations that have made a commitment of at least five-thousand dollars -- for-profit organizations and companies -- or at least three-thousand dollars for non-profit organizations and companies over a maximum of a three-year period in cash, in-kind products or services, or a combination thereof, to support or sponsor TxDLA operations and activities). Reviews and reaffirms the list of members annually. 8. Appoints and invites qualified partners to become members of the EPC for a threeyear term (unlimited terms) and determines appropriate contact information. 9. Organizes at least two meetings per year of the Council as well as meetings with TxDLA’s general membership at the annual conference or at regional group meetings. 10. Provides a written report concerning activities of the Council at each meeting of the Board of Directors. 11. Ensures that a list of partners is maintained on the TxDLA website to provide members with access to the latest information. 12. Serves as a member of the Regional Group Development Committee.

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13. Acts as voting member of the Board of Directors which serves as the governing body of TxDLA and advocates for the broader field of distance learning. 14. Assists in formulating policies of the organization consistent with its purposes and subject to any specific directions of the membership. 15. Assists in conducting all business pertaining to TxDLA, either in person or electronically, assuming responsibility for the management of the finances of the organization and acting as custodian of the property of TxDLA. 16. Assists in development of the strategic direction, policies and procedures of TxDLA. 17. Supports TxDLA’s mission, goals and code of ethics. 18. Attends board meetings, held four times a year, and is prepared and informed about issues on the agenda including review of board minutes and other materials distributed prior to the meeting. 19. Contributes to meetings by expressing one’s point of view with the best interest of TxDLA and its partners in mind. 20. Considers other points of view, makes constructive suggestions, encourages and respects questions and discussions that help the board make decisions that benefit TxDLA. 21. Regularly attends all local regional group meetings and other committee meetings involved. 22. Volun teers for and willingly accepts assignments and completes in a thorough and timely manner. 23. Actively recruits and nominates new board members and committee members. 24. Actively recruits new TxDLA members. 25. Serves as a mentor to newly elected board members. 26. Makes every attempt to attend TxDLA’s Annual Conference and TxDLA’s Fall Leadership Workshop and volunteers as needed. 27. Encourages participation and involvement in TxDLA events and committees. 28. Assists in collection and submission of regional group information and reports to newsletter and website committees. 29. Becomes knowledgeable about TxDLA. 30. Carries out instructions of the Board of Directors. 31. Performs other duties as delegated by the Board. SKILLS NEEDED: Excellent communication skills, leadership skills, organizational skills, commitment to attend and participate in meetings, a few years of active membership or involvement in TxDLA, knowledge of how TxDLA functions. BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization and the industry. Improving job skills such as organization and communication. Approximate Number of Hours Per Month: 10

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Parliamentarian DESCRIPTION: Parliamentarian at Board and Executive Committee Meetings REPORTS TO: Board of Directors and Executive Committee TERM: 3 years – Elected by Board of Directors; can serve unlimited terms. PURPOSE: Nonvoting member who ensures that Board of Director and Executive Committee meetings are conducted according to Robert’s Rules of Order and in compliance with the Bylaws in order to improve the effectiveness of the organization’s meetings. RESPONSIBILITIES: 1. Reviews agenda prior to each Board and Executive Committee meeting. 2. Reviews and studies Bylaws and Robert’s Rules of Order for understanding. 3. Assists the presiding officer (Chairman or President) by keeping track of the order of those wishing to speak, motions, amendments, voting, etc., during meetings. 4. When requested, impartially advises presiding officer on questions of parliamentary procedure and maintaining order in the meeting. If the parliamentarian has expressed an opinion at the request of the presiding officer, the officer must still make the ruling. 5. Ensures that the Board of Directors and Executive Committee follow the correct procedures in meetings by using Robert’s Rules of Order. 6. Assists the Board of Directors and Officers with training and information on parliamentarian procedures. 7. Attends Executive Committee meetings, recommended to be held once a month. 8. Attends board meetings, held four times a year. SKILLS NEEDED: Strong public speaking and verbal communication skills, strong understanding of Robert’s Rules of Order and ability to explain to others, training skills, detail-oriented, organizational skills, commitment to attend each meeting, confidence, firmness, a few years of active membership or involvement in TxDLA, knowledge of how TxDLA functions. BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization and the industry. Improving job skills such as public speaking, organization and communication. Approximate Number of Hours Per Month: 3

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Regional Group Development Chair DESCRIPTION: Chairman of the Regional Group Development Committee and Representative to the Board REPORTS TO: Board of Directors, President (as Chair of Regional Group Development Committee) TERM: 3 years – Elected by Board of Directors; May serve a total of 2 terms, or 6 years. Term begins on July 1 of year elected. PURPOSE: Encourages the development and growth of Regional Groups and the attainment of each Group’s goals. . RESPONSIBILITIES: 1. Serves as the liaison among the Board, Regional Groups, and the Regional Group Development Committee. 2. Presides as chair of the Regional Group Development Committee, which is responsible for establishing and supporting Regional Groups. The committee consists of all Regional Group Coordinators and the EPC Chair. 3. As chair of the Regional Group Development Committee, regularly apprises the President of the committee's activities and provides a written report concerning such at each meeting of the Board of Directors. The report shall include a summary of activities from each Regional Group. 4. As chair of the Regional Group Development Committee, provides input to the Board about how TxDLA can best encourage and utilize regional cooperation in developing strategic plans, implementing strategies to meet regional needs, and fulfilling TxDLA’s mission and goals. 5. Assists in allocation, facilitation and disbursement of funds used from the Regional Group budget. 6. Communicates with Regional Group Coordinators about resources available to them including the Regional Groups Guide, funds available for meetings from the operating budget, listserv and electronic tools for meetings and communication. 7. Assists in formation and sustaining of regional groups. 8. May appoint Regional Group Steering Committees to assist Regional Group Coordinators in attaining the regional group’s mission and goals. 9. Works with the Regional Group Coordinators to formulate appropriate meeting agendas and opportunities to contribute to the success of the Regional Groups and TxDLA. 10. Works with the Regional Group Coordinators to find no-cost or low-cost ways of managing the groups when assistance is needed. 11. Updates and reviews the Regional Groups Guide and distributes to Regional Group Coordinators. 12. Serves as a member of the Membership Committee. 13. Acts as voting member of the Board of Directors which serves as the governing body of TxDLA and advocates for the broader field of distance learning.

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14. Assists in formulating policies of the organization consistent with its purposes and subject to any specific directions of the membership. 15. Assists in conducting all business pertaining to TxDLA, either in person or electronically, assuming responsibility for the management of the finances of the organization and acting as custodian of the property of TxDLA. 16. Assists in development of the strategic direction, policies and procedures of TxDLA. 17. Supports TxDLA’s mission, goals and code of ethics. 18. Attends board meetings, held four times a year, and is prepared and informed about issues on the agenda including review of board minutes and other materials distributed prior to the meeting. 19. Contributes to meetings by expressing one’s point of view with the best interest of TxDLA and regional groups in mind. 20. Considers other points of view, makes constructive suggestions, encourages and respects questions and discussions that help the board make decisions that benefit TxDLA. 21. Regularly attends all local regional group meetings and other committee meetings involved. 22. Volunteers for and willingly accepts assignments and completes in a thorough and timely manner. 23. Actively recruits and nominates new board members and committee members. 24. Actively recruits new TxDLA members and encourages regional group coordinators to carry out recruitment efforts at the regional level. 25. Serves as a mentor to newly elected board members. 26. Makes every attempt to attend TxDLA’s Annual Conference and TxDLA’s Fall Leadership Workshop and volunteers as needed. 27. Encourages participation and involvement in TxDLA events and committees. 28. Assists in collection and submission of regional group information and reports to newsletter and website committees. 29. Becomes knowledgeable about TxDLA. 30. Carries out instructions of the Board of Directors. 31. Performs other duties as delegated by the Board. SKILLS NEEDED: Excellent communication skills, leadership skills, organizational skills, commitment to attend and participate in meetings, a few years of active membership or involvement in TxDLA, knowledge of how TxDLA functions. BENEFITS TO SERVING: Enhancing leadership skills, meeting new people, learning to work with a variety of personalities and work styles. Personal fulfillment in carrying out a commitment to improve the organization and the industry. Improving job skills such as organization and communication. Approximate Number of Hours Per Month: 10

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Association Management Company Contract (EAMI)

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EAMI Contract – Current PROFESSIONAL MANAGEMENT AGREEMENT This Professional Management Agreement (the "Agreement") is made and entered into by and between TxDLA, Inc. (dba Texas Distance Learning Association), a Texas non-profit corporation (hereinafter "TxDLA" or the "Association") and Executive Association Management, Inc. (hereinafter "EAMI"). Each of TxDLA and EAMI is sometimes hereinafter referred to as a "party" and collectively as the "parties." RECITALS TxDLA is a non-profit membership association and EAMI is in the business of providing a variety of administrative management services to professional associations. EAMI desires to provide TxDLA with consultative and administrative management services and TxDLA desires EAMI to provide it with such services, all in accordance with the provisions of this agreement. AGREEMENT In consideration of the mutual promises herein contained, the parties hereby agree as follows: 1. Authority a. EAMI EAMI will administer the general and fiscal affairs of TxDLA under the general direction of TxDLA's President and Board of Directors (hereinafter “Board”). EAMI acknowledges that TxDLA's Board has ultimate authority over the management of TxDLA's affairs and EAMI shall provide support as needed to Board members both individually and collectively. b. Services Provided Except as otherwise provided herein, at its sole cost and expense and in accordance with its normal professional standards, EAMI shall provide TxDLA, to TxDLA's reasonable satisfaction, the management services (hereinafter "Services") detailed in Exhibit A attached. c.

Limitations No computer hardware or software of EAMI shall be used by anyone other than an employee or agent of EAMI.

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EAMI shall have no obligation under this Agreement to provide management services to any affiliate chapters of TxDLA (e.g. regional groups, Oklahoma Distance Learning Association, etc.). d. Appointment of Executive Manager EAMI shall appoint an Account Executive to serve as Executive Manager for TxDLA. The Executive Manager is responsible for ensuring that EAMI provides the Services to TxDLA. Within the limits of the TxDLA Bylaws, policies, and guidelines, the Executive Manager has commensurate authority to provide these Services. TxDLA will include EAMI's Executive Manager in communications and activities of the Association. At its discretion, EAMI shall assign employees in addition to the Executive Manager to serve TxDLA in other capacities. In the event that TxDLA determines in good faith that the appointed Account Executive is not sufficiently qualified, then TxDLA can request a replacement by providing EAMI with written notice of its dissatisfaction including cause. EAMI shall have forty-five (45) days from receipt of such notice to select and appoint a replacement Account Executive. In the event TxDLA finds in good faith that the replacement Account Executive is not sufficiently qualified, then TxDLA shall have the right to terminate this Agreement immediately by providing EAMI with written notice of such termination. 2. Fees and Expenses a. In consideration for the Services to be provided hereunder TxDLA shall pay EAMI a monthly management fee (hereinafter "Fee") to be renegotiated annually based on services requested by TxDLA no later than 2 months prior to the commencement of each Association budget year. The Fee will be paid at the beginning of each month for which Services are provided. b. The Fee will cover professional staff salaries and benefits, office space, equipment and equipment repair, most general office supplies necessary to maintain the daily activities of the executive office and furnishings, utilities, telephone equipment and services including voice mail and long distance, and dues and subscriptions to publications and organizations in the association management profession. TxDLA shall not be billed any additional amount for such costs or expenses of EAMI.

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c. Certain expenses expected to be incurred by EAMI on behalf of TxDLA, including those listed below, are not included in the Fee and will be invoiced to TxDLA at the end of the month in which any such expenses are incurred. Within ten (10) working days of receipt of each expense invoice, TxDLA’s Treasurer shall review the EAMI invoice, verify each expense is allowable and in accordance with TxDLA budgets, and then remit payment to EAMI of all undisputed amounts. Disputed amounts are returned to EAMI for clarification or additional documentation. 

printing costs

sales tax, if applicable;

all postage including bulk postage fees and deposits;

copies, which will be billed at the rate of no more than $.10 per copy for black and white $.45 per copy for color;

a toll-free telephone number or private phone number;

travel, including airfare, hotel, meals, ground transportation, parking and long distance calls to the executive office exclusive to TxDLA business;

fax services, which will be billed $.50 per page for outgoing long distance faxes or at cost for fax broadcasts made on behalf of TxDLA (there is no charge to receive a fax);

and any parking fees incurred for TxDLA guests when visiting EAMI, which will be billed at cost.

the cost of any required offsite storage facility for any TxDLA equipment, records, files, archives or other materials.”

EAMI employees must receive prior approval to receive reimbursement for travel expenses. Approval should be sought from the Conference Chair for travel related to the annual conference. All other travel requests must be approved by the President. The rates established by the Texas Comptroller of Public Accounts will be used for determining travel reimbursements. d. In addition to the expenses listed in paragraph 2(c), TxDLA shall be solely responsible for the following: 

Event costs;

Office supplies used solely by TxDLA;

Internet server and domain registration fees used exclusively for TxDLA;

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 e.

And any other contractor fees and expenses.

EAMI shall have authority to negotiate and enter into agreements for the purchase of goods and services reasonably necessary to and in the ordinary course of TxDLA's business, including such things as contracting with a printer to have publications duplicated or arranging for materials shipping for TxDLA, provided that such agreements are consistent with TxDLA's approved budget. EAMI shall not purchase any goods or services for TxDLA from any entity related to EAMI without first disclosing to TxDLA the fact and nature of such relationship.

f.

EAMI shall receive no rebates, commissions, or credits for purchases, expenditures or arrangements made with an outside vendor for TxDLA by EAMI and billed by the vendor directly to TxDLA or a party designated by TxDLA without TxDLA's written acknowledgment and consent.

3. Confidential Information "Confidential Information" shall mean any and all oral or written information identified as confidential provided to either party by the other or developed in the course of providing the Services pursuant to this Agreement. Confidential Information may include, but is not limited to, the terms of this Agreement, marketing plans, financial data, member information, and personnel statistics. Neither party shall disclose or use the other's Confidential Information for any purpose other than the purposes contemplated by this Agreement, unless such disclosure or use is allowed by written permission of the other. Notwithstanding any other provisions hereof, either party may disclose the other's Confidential Information to the extent required by applicable law, but only after five (5) days prior written notification to the other of such required disclosure unless otherwise mandated by law. Upon termination, cancellation or expiration of this Agreement for any reason, or upon request by either EAMI or TxDLA, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or certified destroyed. TxDLA's Confidential Information shall remain the property of TxDLA and EAMI's Confidential Information shall remain the property of EAMI. 4. Arbitration The parties hereto agree to resolve all disputes arising hereunder in accordance with the following:

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a. If any dispute or controversy arises out of or relates to this Agreement or any alleged breach hereof, the party desiring to resolve such dispute or controversy shall deliver a written notice of the dispute, including the specific claim in the dispute ("Dispute Notice") to the other party. If any party delivers a Dispute Notice, the parties involved in the dispute or controversy shall meet at least twice within the thirty (30) day period commencing on the date of the Dispute Notice and in good faith shall attempt to resolve such dispute or controversy through negotiation. b. If any dispute or controversy is not resolved or settled by the parties as a result of negotiation pursuant to paragraph 4.a., the parties shall in good faith submit the dispute or controversy to non-binding mediation before a retired judge of a federal district court or Texas district court or some similarly qualified, mutually agreeable individual in the Austin, Texas, area. The parties shall bear the costs of such mediation equally. c. Any dispute or controversy between EAMI and TxDLA arising out of or relating to this Agreement or any breach of this Agreement that is not resolved by mediation pursuant to paragraph 4.b., or if the parties fail to agree upon a mediator within ninety (90) days after the Dispute Notice, the dispute or controversy shall be settled by arbitration held in the Austin area. Arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association for commercial disputes, then in effect. The arbitration of such issues, including the determination of any amount of actual damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon all parties. The arbitrator shall not be authorized to award punitive damages with respect to any such claim or controversy, nor shall any party seek punitive damages relating to any matter under, arising out of or relating to this Agreement in any other forum. Except as otherwise set forth in this Agreement, the cost of arbitration hereunder, including the cost of record or transcripts thereof, if any, administrative fees, and all other fees involved, including reasonable attorneys' fees incurred by the party determined by the arbitrator to be the prevailing party, shall be paid by the party determined by the arbitrator not to be the prevailing party, or otherwise allocated in an equitable manner as determined by the arbitrator. The parties shall instruct the arbitrator to render his or her decision no later than ninety (90) days after submission of the dispute to the arbitrator. 5. Termination of Agreement

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a. Without Cause by Either Party Either party may terminate this Agreement without cause by giving the other party ninety (90) days written notice thereof. b. For Cause by EAMI i. In the event of a material breach by TxDLA of its obligations, EAMI shall give TxDLA written notice of the specific nature of the breach and thirty (30) days to cure said breach to EAMI’s reasonable satisfaction. If TxDLA does not satisfactorily cure within thirty (30) days, EAMI may terminate this Agreement effective thirty (30) or more days after the date of the written notice given. However, if the material breach is the failure of TxDLA to pay money owed EAMI when due hereunder, then EAMI shall have the right to terminate this Agreement on fifteen (15) business days written notice. ii. EAMI shall have the right to terminate the Agreement immediately upon the dissolution or filing for voluntary or involuntary bankruptcy (or its equivalent) by TxDLA. In such event, this Agreement shall be terminated upon receipt of written notice of termination from EAMI communicated to TxDLA. c. For Cause by TxDLA i. In the event of a material breach by EAMI of its obligations, TxDLA shall give EAMI written notice of the specific nature of the breach and thirty (30) days within which to cure said breach to TxDLA's reasonable satisfaction. If EAMI does not satisfactorily cure said breach within thirty (30) days, TxDLA may terminate this Agreement effective thirty (30) or more days after the date of the written notice given. ii. TxDLA shall have the right to terminate the Agreement immediately upon the dissolution or filing for voluntary or involuntary bankruptcy (or its equivalent) by EAMI, or upon the taking of dishonest or fraudulent actions by EAMI. In such event, this Agreement shall be terminated upon receipt of written notice of termination from TxDLA communicated to EAMI. d. Effect of Notice of Termination i. The Fee shall be prorated to and including the day of termination. All allowable expenses incurred shall be payable in full. Any other obligation due and owing by either party to the 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 65


other at the time of termination shall remain in full force and effect and shall survive termination of this Agreement until such obligation is satisfied, unless otherwise agreed in writing by both parties. ii. Up to 5:00 p.m. Central Standard Time on the day of termination, EAMI shall be obligated to maintain a full level of service to TxDLA and to cooperate fully with TxDLA and any TxDLA staff or management company in the implementation of a transition plan provided by TxDLA. e. Rights and Obligations Upon Termination i. Within thirty (30) days of the effective date of termination of this Agreement, EAMI shall deliver to the President, or to such person or location as directed by the President, all TxDLA records, documents, materials and other tangibles in its keeping in respect to its management of TxDLA, including information contained in electronic files, in whatever form maintained and stored by EAMI. All electronic data will be retained by EAMI until acknowledgement of receipt is given to EAMI by TxDLA. ii. EAMI shall not keep or allow use of any copies or duplications of such records, documents or materials except samples of non-confidential materials, which EAMI may retain for its own purposes. 6. Governing Law and Venue This Agreement shall be governed by and construed under and in accordance with the laws of the State of Texas. 7.

Assignment Neither party may assign this Agreement to any third party without the prior written consent of the other party. Any attempted assignment without the required written consent shall be null and void.

8. Legal Construction In the event one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 66


9. Survival The following provisions shall survive termination of this agreement: sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13. 10.

Relationship of Parties EAMI shall be an independent contractor, and not an employee of TxDLA, in the performance of all obligations hereunder; nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between EAMI and TxDLA.

11.

Modification of Agreement No modification, renewal, extension, or termination of this Agreement or any provision herein contained shall be binding upon either party unless it is made in writing and signed by a duly authorized officer or representative of each party.

12.

Prior Agreements Superseded This Agreement constitutes the sole agreement of the parties hereto with regard to contemporaneous understandings or written or oral agreements between the parties respecting the subject matter of this Agreement.

13.

Failure to Enforce The failure of either party to enforce at any time, or for any period of time, a provision hereof shall not be construed to be a waiver of such provision or the right of such party thereafter to enforce each and every such provision.

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of this 1st day of February, 2013 (the "Effective Date"). Agreement is executed to be retroactively effective July 1, 2012 (the "Start Date"). TxDLA, Inc.

Executive Association Management, Inc.

_______________________________________ _______________________________________ By: Michelle Duran

By: Michael T. Marks

Title: President

Title: President

Date: ___________________________________

Date: __________________________________

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EXHIBIT A Services Provided by EAMI, Inc. In providing all services, the Executive Manager will be economically-responsible. 1. Administration and Strategic Planning Duties 1. EAMI will  Appoint an Executive Manager to serve under the direction of the President and the Board of Directors.  Establish and maintain an Association presence including a permanent physical address, receptionist services, and the answering of TxDLA phone calls to include general association/member inquiries and other support services as necessary during normal business hours to include 8:00 a.m. 5:00 p.m. CST Monday through Thursday and 8:00 a.m. - 4:00 p.m. CST Fridays with the exception of traditional holidays and the days between and including Christmas Eve day and New Year’s Day.  Provide secure backup and offsite storage of Association database, legal documents, financial records, and all other electronic TxDLA files to provide for disaster recovery in the event of fire, theft, or computer failure.  Will mail and ship items as needed, provide filing and general office services, and manage inventory of materials, stationery and supplies.  Maintain a complete knowledge of state and federal laws affecting all aspects , including financial, of non-profit organizations and make recommendations to the Board of any necessary changes, included but not limited to the Association Bylaws or articles of incorporation required by changes in the law.  Recommend attorney, Certified Public Accountant, or other professional service if TxDLA so desires. 2. The Executive Manager 

has authority for managing the Association’s administrative and fiscal affairs within the established Bylaws and guidelines.

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will actively participate with the Board in the development of short and long-range objectives that support the mission and goals of the Association.

will recommend and participate in the development and implementation of activities and programs in support of the objectives

Plan, organize, direct and coordinate EAMI staff and volunteers of the association to support the association’s goals and objectives, and support member needs in a cost-effective and time-efficient manner.

Handle Association correspondence as needed and develop and distribute press releases as requested.

Serve as resource for members who have questions.

Serve as a liaison for affiliated and allied associations (e.g., USDLA).

2. Board of Directors and Committees The Executive Manager will: 

Maintain, in collaboration with the Board, position descriptions for all Board and Officer positions.

Implement and maintain, in collaboration with the Board, a manual to assist new Board members transitioning onto the Board.

Make logistical arrangements for Board meetings.

Assist the Board Chair with the preparation of the meeting agenda, and compile and distribute meeting materials to officers, committee members, and other parties as necessary.

Be present at all quarterly Board meetings, including but not limited to two in person meetings held at annual events and two held via audio conference, and serve as an information resource during the meetings.

Participate in Executive Committee meetings held monthly via audio conference or in person as requested.

Provide the necessary liaison and staff support to committee chairs and committees to enable them to properly perform their duties.

Execute all decisions of the Board and Executive Committee as requested.

Will participate in other standing or ad hoc committee meetings as requested, when scheduling permits.

3. Finance

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1

Maintain all financial records and transactions of the Association in a computerized financial accounting system in accordance with standard accounting procedures.

2

Prepare quarterly and annual financial reports including an income statement and balance sheet for annual review and/or audit and other periodic reports as requested by TxDLA.

3

Assist the association with preparing all tax return documents and ensuring that they are filed on time.

4

Manage the association’s checking, saving, investment, and credit card accounts in accordance with guidelines established by the Board, the Executive Committee, the Conference Committee, and/or the Finance Committee, to include the following responsibilities: a

Pursue, receive and make timely deposits of all funds received.

b

Reconcile all monthly bank statements.

c

Prepare checks for payment of all expenses incurred by the association with approval by a TxDLA authorized officer.

d

Provide recommendations for income generating or cost saving initiatives as appropriate.

5

Assist the President and Finance Committee in developing an annual operating budget for the association.

6

Generate and distribute membership dues invoices for memberships not included in the annual conference and process all dues payments.

7

Maintain all accounts receivables and payables and coordinate the collection of all payments due to the Association.

4.

Membership 1

Conduct a needs assessment of the membership to identify services that can be provided by TxDLA to enrich the value of membership.

2

Recommend and participate in the development and implementation of activities and programs to support identified membership needs.

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3

Work with the Membership Committee to develop and implement an annual membership recruitment program, including the production of print, email, and web-based professional prospecting materials, to attract new members.

4

Maintain an online directory of current, past, and potential members, and any other membership records the Association desires, that is accessible by TxDLA officers, Board, and members.

5. Conference and Fall Leadership Workshop 1

Assist the Conference Chair in developing the proposed Conference budget.

2

Research and recommend sites for conferences and meetings.

3

Negotiate contracts, as requested, with hotels, convention centers, decorating companies, audiovisual companies, speakers, and other vendors and variety entertainers.

4

Assist the President with planning the annual Fall Leadership Workshop and the Conference Chair in planning the annual conference, including identifying speakers and/or activities appropriate for the event.

5

Promote the Conference or workshop in Association publications and through other methods of promotion, respond to inquiries, and process all registrations.

6

Design and produce conference materials (e.g., name badges for all attendees, exhibitors, and guests) and assist with the preparation and production of the Conference program.

7

Provide onsite management of the conference or workshop, including supervising the registration desk during posted times and ensuring adequate staffing during peak check-in periods, and coordinating audio/video services, catering orders, room setups, and entertainment.

8

Assist the Exhibit Hall Chair in the recruitment of Sponsors and Exhibitors.

9

Provide coordination of the Conference Exhibit Hall to include handling exhibitor registration, coordinating decorating services, and providing on-site facilitation.

10 Ensure preparation of awards, plaques, and certificates to be presented at the Conference or workshop.

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1

Manage the development (i.e., content, design, and functionality) and stable operation of the public and member’s only TxDLA websites with guidance and input from the Chief Information Officer and President.

2

Manage development (i.e., content, design, and functionality) and stable operation of the Conference website with guidance and input from the Conference Chair and Conference Website Chair.

3

Use reasonable efforts to ensure integrity and currency of all website content and functionality, making corrections, edits, and updates to the website as necessary.

4

Conduct research as requested for any new website services.

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Committees

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Awards Committee TxDLA provides recognition of outstanding achievements in statewide distance learning through an annual awards program. The Awards Committee is charged with reviewing the award categories and criteria to ensure they are appropriate and with overseeing the nomination and selection process as approved by the Board of Directors.

2014-15 Awards Committee Adriana Reza, Chair Distance Learning Coordinator Texas State Aquarium

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Awards Committee Policies

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Executive Partnership Council (EPC) The Executive Partnership Council (EPC or Council) furthers TxDLA's success in providing peer networking, information, and coordinated communication channels across the broad spectrum of its membership. In large part, achieving this goal depends on successful public/private partnerships. Public sector members benefit through an enhanced ability to make well-informed decisions when planning, purchasing, and implementing distance learning products and services. Private sector members benefit through an improved ability to identify the needs and characteristics of end-users of those same products and services. Both sectors benefit from TxDLA's basic philosophy of trust, commitment, and mutual collaboration.

2014-15 Executive Partnership Council Oscar Hernรกndez, Ex officio Chair Executive Director of Planning and Assessment Texas A&M UniversityKingsville

Susan B. Barnett CEO Designs That Compute/Visionality

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Finance Committee The Finance Committee assists in reviewing and planning the budget in May and June. The committee is on call for financial reviews and policy decisions throughout the year.

2014-15 Finance Committee Mark E. Workman, Ex officio Chair TxDLA Treasurer Dean of Distance Learning Blinn College

Patricia “Trish” RitschelTrifilo, ex officio member TxDLA President Distance Learning Specialist Wayland Baptist University

Michelle Durán, ex officio member TxDLA Immediate Past President Director of Distance Learning and Instructional Technologies Texas A&M UniversityKingsville

Randy McDonald, ex officio member TxDLA President-Elect Director of Instructional Technology and Distance Education Stephen F. Austin State University

Kevin Eason, member

Christina Cross, member Director of Online Technologies Lone Star College System

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Hall of Fame Committee The Texas Distance Learning Hall of Fame Award recognizes long-term distance-learning practitioners or advocates whose careers are characterized by exceptional commitment, outstanding achievements, and enduring impact in the field of distance learning. The award is intended to be an honor of high distinction; accordingly, inductees into the Hall of Fame are selected with great care. The HOF Committee will evaluate all nominations according to the criteria stated in these policies and procedures and will recommend inductee(s) to the TxDLA Board. Induction of the recommended nominee(s) into the Hall of Fame is contingent upon the Board's approval by majority vote.

2014-15 Hall of Fame Committee Michelle Durรกn, Ex officio Chair TxDLA Immediate Past President Director of Distance Learning and Instructional Technologies Texas A&M UniversityKingsville

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TxDLA Hall of Fame Inductees

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The Texas Distance Learning Hall of Fame Award Policies and Procedures The Texas Distance Learning Hall of Fame Award recognizes long-term distance learning practitioners or advocates whose careers are characterized by exceptional commitment, outstanding achievements, and enduring impact. Further, the award supports the TxDLA goal of increasing recognition of achievement in distance learning. The award is intended to be an honor of high distinction; accordingly, inductees into the Hall of Fame will be selected with great care. 1. Award Eligibility These criteria will be used in determining eligibility:  The Hall of Fame award recognizes individuals, not organizations, institutions or corporations.  Eligible individuals are distance-learning practitioners or advocates whose careers have been Texas-based or at least that portion of it that merits a Texas Distance Learning Hall of Fame Award.  Texas must be a major, not necessarily exclusive, beneficiary of their accomplishments.  It is not necessary that honorees be currently active in distance learning.  Their current residence may be in state or out of state.  Current or past TxDLA membership is not required.  Induction into the Hall of Fame may be awarded posthumously. 2. Qualities and Characteristics of Hall of Fame Honorees Honorees will be individuals who clearly possess most or all of these attributes:  a successful distance learning career of practice or advocacy for a substantial duration of time.  accomplishments of exceptional noteworthiness and lasting value, benefiting large numbers of Texas citizens  pushed the envelope as an innovator  served as a pioneer to pave the way for others  advanced distance learning as a career field or mode of instructional delivery  exceptional commitment to distance learning (overall impact) 3. Nomination Process The nomination process will be conducted as follows:  A call for nominations will be issued each year and any TxDLA member in good standing may submit a nomination.  Self-nominations will not be accepted.  A completed nomination packet is required and shall consist of an application, a letter of nomination, a maximum three letters of support, and a biography of no more than one page.  A nomination may be resubmitted in subsequent years. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 88


4. Selection Process The immediate past president will select and chair a Hall of Fame (HOF) Committee composed of at least five members. While the HOF committee is a standing committee, the immediate past president, not the current TxDLA president, is charged with selecting the committee members. The TxDLA Board, however, holds its usual approval authority of committee membership. If the immediate past president cannot serve as HOF Committee Chair, the TxDLA president will appoint a chair. The HOF Committee will evaluate all nominations according to the criteria stated in these policies and procedures and will recommend inductee(s) to the TxDLA Board. The HOF evaluation form (found on the next page) will serve as a quantitative tool for ranking nominees, but the selection committee will consider the entire nomination packet in making its recommendation. Induction of the recommended nominee(s) into the Hall of Fame is contingent upon the Board’s approval by majority vote. Each year’s Hall of Fame inductee(s) will be announced one month before the TxDLA annual conference. 5. Number to Be Honored Annually Typically, only one individual will be inducted into the Hall of Fame each year. In the event that more than one equally exceptional and deserving individual is nominated in the same year, more than one nominee may be recommended for induction. If the HOF Committee determines that none of the nominees in a given year deserve the award, it may recommend that no award be given that year. 6. To be Received by the Inductee Each year’s inductee(s) will receive a complimentary TxDLA Conference registration and an award memento. The inductee’s photo and biography will be added to the Hall of Fame page on the TxDLA website by the Chief Information Officer. If needed, a travel stipend of up to $500 will be available for the inductee or individual accepting the award on the inductee’s behalf. The Awards Committee Chair will be responsible for the award memento. Requested Action: On June 27, 2005, the TxDLA Board of Directors adopted the policies and procedures stated above for administering the Texas Distance Learning Hall of Fame Award and approved the complimentary conference registration(s) and $500 travel stipend(s). Hall of Fame Committee for Developing Policies and Procedures: Ron Thomson, Chair, Dr. Kevin Eason, Dr. Deborah Harrison, Marta Hubbard, Patrick Pluscht, and David Wissore.

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Hall of Fame Evaluation Form For each nominee, assign points for each of the criteria below. Add comments as appropriate. Max Points

1. Successful distance learning career of practice or advocacy of substantial duration. Comments:

2. Accomplishments of exceptional noteworthiness and lasting value, benefiting large numbers of Texas students. Comments:

Rating

15

15

3. Pushed the envelope as an innovator Comments: 15

4. Served as a pioneer to pave the way for others Comments: 15

5. Advanced adoption of distance learning as a career field or mode of instructional delivery Comments:

6. Exceptional commitment to distance learning; overall impact of contributions to the field Comments:

15

25

TOTAL

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Information Committee The dissemination and collection of information is critical to the success of the association and is the responsibility of the Information Committee. This committee shall be responsible for all areas of marketing, website development and maintenance, and association newsletters. The Chief Information Officer will chair this committee.

2014-15 Information Committee Mike Ayala, Ex officio voting Chair TxDLA CIO Instructional Technologist South Texas College

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Membership Committee The membership committee recruits new members and strives to find and improve benefits for existing members of TxDLA. The committee communicates with regional group coordinators to assist them with activities for their regional membership meetings, and develops ideas for marketing TxDLA through membership drives. The TxDLA board of directors occasionally requests the membership committee to research specific issues related to membership, such as constituency representation. Finally, the membership committee helps welcome new members and assists with effective communication of the benefits of membership to all TxDLA members.

2014-15 Membership Committee Christina Cross, ex officio voting member TxDLA 2-Year Higher Education Director Director of Online Technologies Lone Star College System

Anne Herndon, ex officio voting member TxDLA Nonprofit Director Director of School and Group Programs Fort Worth Museum of Science and History

John Copeland, ex officio voting member TxDLA Corporate/ Private Director Territory Manager VBrick

Mary Smith, ex officio voting member TxDLA K-12 Director Assistant Director Education Service Center, Region 7

Louis LeDoux, ex officio voting member TxDLA Government/Military Director Director of the Center for Learning Management Texas Department of Assistive and Rehabilitative Services

VACANT, ex officio voting member TxDLA 4-Year Higher Education Director

Elaina M Cunningham, ex officio voting member TxDLA Regional Group Development Chair Education Coordinator Panhandle-Plains Historical Museum

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Nominations & Elections Committee The role of the Nominations and Elections Committee is to conduct all necessary nominations and elections in a fair and impartial manner. The duties include preparing the call for nominations and ballots for the officer and Board of Director positions as set forth in these Bylaws, counting the votes for any elections, and reporting this information to the appropriate person. To avoid any conflict of interest, the Chair and committee members should not be on any ballot as a candidate for an officer or Board position while serving on the committee.

2014-15 Nominations and Elections Committee

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Public Policy Committee The Public Policy committee scouts for news, regulations, and issues of interest concerning distance learning in general or impacting the membership of TxDLA. The committee's job is to stay abreast of what the agenda setters are doing and keep the TxDLA board and members informed of public policy issues that may affect the association, members, or jobs.

2014-15 Public Policy Committee

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Regional Group Development Committee TxDLA supports Regional Groups and will help to form and sustain groups as requested by the organization's membership through the Regional Group Development Committee. TxDLA has organized ten regional groups within the state. The purpose of the regional groups is to network with colleagues in the area through periodic meetings which might be hosted by a member or TxDLA partner. These meetings bring professionals together for sharing of activities and ideas with the intent to work together. Each region has coordinators to facilitate activities and communication to area members, and each coordinator is a member of this committee.

2014-15 Regional Group Development Committee Elaina M Cunningham, Ex officio Chair TxDLA Regional Group Development Chair Education Coordinator Panhandle-Plains Historical Museum

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Regional Group Coordinators Guide

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Financial Overview and Documents

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Financial Management Policies and Procedures The purpose of these policies and procedures is to affirm two principals: 1) the Board of Directors (Board) has legal fiduciary responsibilities as outlined in the Bylaws, and 2) the Executive Committee is made up of the TxDLA Officers and the Chairman of the Board, duly elected according to the Bylaws approved by the membership, and trust in their decision-making ability has been affirmed. These policies and procedures give the Executive Committee maximum latitude to maintain the day-to-day business while ensuring Board accountability for annual revenue and expenses. These Fiscal Management Policies and Procedures were adopted by the TxDLA Board of Directors. The policies and procedures may be revised or amended by majority vote of the Board. In summary:  The Executive Committee operates under these policies and procedures that ensure the association remains solvent and in good financial standing. 

The Finance Committee, chaired by the Treasurer and comprised of the President, President-Elect, Immediate Past-President and at least two additional members, prepares the annual operating budget and a capital budget if necessary for the upcoming fiscal year for review and approval by the Board of Directors, reviews monthly financial reports, and advises on financial decisions. Upon budget approval, the Executive Committee as a whole, with appropriate approvals as outlined, has general expenditure-making authority within the budgeted line items.

The Conference Committee Chair develops a conference budget for review and approval by the Board of Directors. The conference budget must be given careful consideration as the revenue generated by the conference will fund the operating budget for the upcoming fiscal year while maintaining adequate reserves as determined by the Board. Upon budget approval, the Conference Committee Chair, with appropriate approvals as outlined, has general expenditure-making authority within the budgeted line items.

A. Annual Operating Budget 1. The President-Elect with the Finance Committee will prepare the annual operating budget based on actual conference income, projected additional income, and proposed expenditures during the upcoming fiscal year. The annual budget should include projected income and expenditures in all major budget categories, not including budgeted items for the upcoming annual meeting and conference. 2. The proposed annual operating budget must be submitted to the Board by June1st. The Board will review and submit questions to the Finance Committee in order to take action on the budget by recommending revisions or approving as submitted.

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3. The Board must approve an annual operating budget for the upcoming fiscal year by June 15th of that year. 4. The following objectives should guide current period expenditures: (1) achieve the association goals outlined in the budget and the Fall Leadership Workshop and (2) use unspent funds to increase restricted assets for future expenditures. 5. The President may propose that the Treasurer move budgeted amounts between major expenditure categories in the general operating budget during the fiscal year. Approval may be given by the Executive Committee without Board approval provided any line item change does not exceed 30% of the line item and the total budgeted expenditures remain unchanged. The Treasurer must subsequently forward a revised budget to the Board for notification of the changes. 6. If at the end of the second quarter of a fiscal year there is an excess or deficiency of 25% above or below the projected income, the President will discuss actions with the Finance Committee, and the Finance Committee will submit the proposed actions to the Board as appropriate. With regard to a deficit, this will include a reduction to one or more budgeted line items and the Finance Committee will submit the amendment to the annual operating budget. In the event of an overage, additional expenditures may be proposed. B. Capital Budget 1. The President-Elect with the Finance Committee will prepare a capital budget based on specific project(s) identified and discussed with the Executive Committee. The capital budget should include all projected expenditures related to making the identified project fully operational in specific categories for the board to be able to understand the various components involved in the project (e.g. materials, labor, contractors, contracted services, etc.) 2. The capital budget will follow the same submission guidelines as the operating budget. 3. The President may propose that the Treasurer move budgeted amounts between expenditure categories during the fiscal year. Approval may be given by the Executive Committee without Board approval provided the total budgeted expenditures remain unchanged. The Treasurer must subsequently forward a revised budget to the Board for notification of the changes. 4. The actual capital expenditures may not exceed the budgeted amounts. 5. The Treasurer will file a capital budget report at each board meeting that occurs when a capital budget is active. C: Annual Conference Budget

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1. The Conference Committee Chair will develop a conference budget based on expected revenue and expenditures related to the annual meeting and conference. Contracts for the conference venue/lodging, which are typically signed prior to development of the conference budget, must be approved by the Board as this is a binding liability (debt) for the association. 2. The proposed conference budget must be submitted to the Board of Directors for approval no later than four (4) months prior to the conference. A conference budget must be approved before any funds may be expended. 3. Expenses related to future conference site selection and early planning meetings will be paid from a line item for pre-conference planning expenses included in the annual operating budget. 4. The Conference Committee Chair may propose that the Treasurer move budgeted amounts between major expenditure categories in the conference budget during the fiscal year. Approval may be given by the Executive Committee without Board approval provided any line item change does not exceed 30% of the line item and the total budgeted expenditures remain unchanged. The Treasurer must subsequently forward a revised budget to the Board for notification of the changes. D. Restricted and Unrestricted Assets 1. A minimum of the remaining balance of the current annual operating budget, or an amount determined by the Board of Directors, must be maintained in the association accounts as unrestricted assets. An equal amount must be maintained in associating accounts as restricted assets. 2. Since annual operations are funded from the prior year’s conference and the possibility exists that a conference may not occur, the organization should act to provide for continuing operation in that case. There should be a concerted effort of building of restricted assets to equal approximately three (3) years of operating expenses. 3. After the close of a financial period, the Treasurer will determine the need to allocate funds to restricted assets and make such a recommendation to the Board of Directors. E. Investments 1. A minimum of the unspent current operating budget plus 30% must be held in checking accounts. Other funds may be moved to longer term investments to benefit from higher rates of return. 2. The association may use one or more Investment Counselors to assume the investment management functions with the approval of the Board of Directors. 3. Longer term investments may be placed only in the following types of securities: 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 117


a. b. c. d.

Cash interest bearing accounts or annuity plans, Federally-insured Certificates of Deposit, Obligations of the United States Government or its agencies, Corporate bonds and notes rated A or better by Moody’s and Standard & Poor’s. e. Money market funds that invest in securities approved under these guidelines. 4. A schedule of investments and performance report shall be presented to the Board of Directors every quarter or more often as requested. F. Expenditures 1. Expenditures must be tied to an approved budget line item and must receive email or other written authorization by the President for annual operating expenses, and the Conference Chair for conference-related expenses. 2. Expenditures above the approved budgeted line item amounts may be approved by the Executive Committee without further Board action (with appropriate authorization and within the line item change guidelines) if the total amount of the expenditure is within the following amounts: a. $500 or under – approved by any one member of the Executive Committee, other than the member requesting the funds; b. $501 - $2,500 – approved by any two members of the Executive Committee providing the amount is equal to or less than 30% of current cash on hand. Expenditures above the approved budgeted line item amounts must be approved by the Board if the total amount of the expenditure is within the following amounts: a. $2,501 - $10,000– approved by a majority vote of the Board of Directors providing the amount is equal to or less than 30% of current cash on hand. b. $10,001 and above – the Board of Directors must determine the need to request bids for these expenditures based on legal bid requirements for 501(c)(3) non-profit organizations and as outlined in Section E of these guidelines. All expenditures other than approved budgeted line items must be approved by the Board. 3. Bank check cards will be issued to TxDLA Officers for use when making authorized expenditures. Bank check cards may be issued to other TxDLA members, and may be revoked, as deemed necessary by the Executive Committee. All persons with a bank check card will have full access to the bank funds; therefore care should be taken when deciding to whom cards should be issued. 4. Requests for making expenditures from personal funds should be made in writing in advance to the Treasurer or President for operating expenses or the Treasurer or President-Elect for conference related expenses. Requests for reimbursement must 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 118


be accompanied by a copy of the written approval and the original receipt(s) showing the services or goods, the date they were provided, and the amount for each item. The written receipt must have the vendor’s name, address, and phone number. Without prior authorization and submission of required documentation, the member may or may not be reimbursed, as determined by the Board. 5. For all expenditures made using the TxDLA bank card, failure to obtain prior written approval (from the Treasurer or President for operating expenses or the Treasurer or President-Elect for conference-related expenses) and to submit copies of receipts in a timely manner (30 days) may require that the member reimburse the expended amount, as determined by the Board. Approval to extend the submission timeframe for providing documentation may be granted by the Treasurer or President, but all receipts must be submitted within the fiscal year in which the expense occurred. 6. A rewards credit card may be issued to the Executive Director as approved by the Executive Committee. The sole purpose of this credit card is to increase TxDLA revenues. Unless otherwise approved in advance by the Executive Committee, all rewards/points accumulated from the use of the rewards credit card will be converted into cash. Additionally, the balance of this credit card must be paid in full each billing cycle. When and where appropriate, expenditures that contribute to the accumulation of rewards/points should be made using the rewards credit card. 7. Requests for reimbursement and/or expenditures for regional groups, not to exceed the budgeted amount per group, must have prior approval of the Regional Group Development Chair and be accompanied by a written explanation of use including the date of the event and a receipt with the vendor’s name, address, and phone number. G. Requests for Bids 1. The Executive Committee may obtain at least two written bids for any expenditure (excluding conference expenditures) for products or services estimated by the Executive Committee to exceed $10,000, as required by the Board. Acceptance of bids for expenditures will be subject to approval by a majority vote of the Board. 2. Bids will be solicited in instances where there may be an appearance of impropriety or conflict of interest. If, in the opinion of the Board, there may be an opportunity to lower the cost of products or services, requests for bid proposals may be submitted to appropriate vendors. Instances where bids may be determined unnecessary or impossible would include (1) emergency situations in which goods or services are needed in a timely manner and requesting bids would be too time-intensive, (2) when a vendor is a sole source of the required product or service, or (3) for renewal of contracts that were previously bid and the quality of the products or services is wellestablished. 3. Bids should be for decision-making purposes to help determine which proposed pricing represents the best value to TxDLA. The “lowest bid” is not necessarily binding in terms of selection. When considering the best value of bid proposals, preference may be given to proposals from organizations that have a record of performing 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 119


significant amounts of work for TxDLA on a pro bono basis or for which a significant proportion of the proposed work to be done is to be performed on a pro bono basis. As TxDLA relies to great extent on pro bono work by both public agencies and companies to accomplish its goals and objectives, this encourages pro bono work and successful partnerships. Adopted: October 24, 2005 Revised: January 8, 2008 Revised: April 15, 2012

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Notes to the Budgets TxDLA Types of Budget TxDLA maintains two budget allocations: the annual Operating (president’s) Budget and the Conference Budget. The Operating Budget allocates the reserves plus the prior year conference income into expenditure goals for the next operating (fiscal) year – July 1 through June 30. The Conference Budget identifies the expected expenditures and revenues for the next fiscal year’s conference to be held in the spring. Budget Responsibility The current President-Elect (incoming President) and the Financial Committee are responsible for preparing the operating budget for the next fiscal year and submitting it for board approval no later than June 15th of the current fiscal year. The incoming President-Elect is responsible for preparing the conference budget for the next fiscal year. Some conference expenditures, such as conference site and hotel, may have been previously approved by the board. Budget Goals The current year conference profit establishes the basis for the next fiscal year Operating Budget. The President-Elect allocates the Operating Budget to meet the goals of the organization determined by input from the general membership, the Fall Leadership Workshop, the Board, and the Executive Committee. A guiding principle, per the Financial Management Policies and Procedures, of each budget is to maintain reserve funds at a minimum of $75,000, or an amount determined by the Board of Directors. There should be a concerted effort of long term building of these reserves to equal approximately three (3) years of operating expenses. Reserves Beginning reserves are determined by subtracting the prior year conference income from the beginning asset balance. Ending Reserves adds the change in funds (Available Funds – Expenditures Current Year) from annual operations to the beginning reserves. Under current accounting practices, reserves are not identified in any specific account; only from the calculations described above. Operating Budget 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 121


Funds Available for Current Year Expenditures: The prior year conference profits, prepaid assets, and revenues from current period – individual memberships, sponsorships (including the amount restricted for the Don Foshee Memorial Expenses), previous conference collections, the Fall Leadership Workshop, interest income, and other income -- compose the funds available for current year expenditures. Operating Expenses: The following operating expenses are committed through contracts, pledges, or practice: Conference – Any deferred expenses including bad debt. Professional Fees – Executive Association Management, Inc (EAMI), provides management services under annual contract; currently $4,273.50 per month plus expenses. Web Site & Internet – There are three components to our website and internet services:  C-3 hosts http://www.txdla.org and TxDLA email services for $40 per month. Any work or support above that is bill at standard hourly rates are $125 per hour, in ¼ hour increments.  Lunar Pages hosts the 2006 conference website for approximate $100 to $140       

per year. COMODO Group provides a secure certificate for online credit card transactions.

Insurance – This is for organization, board, and conference indemnification. USDLA – Annual membership, for the organization and all TxDLA members; costs are $1,200 per year. Regional Groups – Each regional group is allocated a set amount, currently $100, for documented regional group meeting expenditures. FLWS – Expenses related to the Fall Leadership Workshop. This should match the budgeted FLWS revenue Undocumented Expenses - Credit card charges that have no receipts to verify charges Awards – At the annual conference, TxDLA takes pride in recognizing individuals, institutions, and corporations for their outstanding contributions to the organization itself as well as the field of distance learning. Don Foshee Memorial Expenses - Vbrick contributes sponsorship revenue to match this $2,000 expenditure.

Current Year Profit or Loss: Current Revenues minus current expenses is the current period profit or loss. Given that the majority of the operating budget is financed from the prior year’s conference, the current revenues minus the current expenditures will indicate a current period loss. If that loss is less than the prior year conference income, the funds will increase reserves. If that loss is more than the prior year conference income, reserve funds must be spent. Available Funds – Expenditures Current Year (Change in Available Funds Current Year): Funds available for current year expenditure – prior year conference 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 122


profit, prepaid assets, and current revenues – less the current year profit or loss are the change in available funds. Any positive amount here will be added to reserves at the end of the year. Reserves must be reduced to cover any negative change in available funds. Conference Budget TxDLA makes every attempt to secure a hotel which can provide adequate conference facilities and offer state room rates for a significant percentage of attendees. The hotel usually requires a certain amount of room nights and some amount of meals. The President-Elect or other designated board representative negotiates these items. Other conference expenditures including registration costs, technology, speakers, and entertainment, are determined by the conference committee.

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Notes to the Financial Statements Texas Distance Learning Association 1. Overview a. Organization TxDLA is a non-profit association formed to promote the development and application of all forms of distance learning and to implement effective distance learning strategies for Texans and other distance learning practitioners of the global community. TxDLA is an affiliated chapter of the United States Distance Learning Association, registered and certified as a not-for-profit 501(c) (3) corporation organized under the laws of the State of Texas and operating under the laws of the United States of America. The bylaws are available at http://txdla.org/bylaws.asp. b. Description of Programs Annual Conference – The most significant event the organization carries out each year is the annual conference. The President-Elect and the conference committee are responsible for planning conference activities - including vendor exhibits preconference workshops, keynotes and closing session, breakout sessions, hands-on sessions, meetings and focused gatherings, entertainment – creating a budget, promoting, and other activities to meet the objectives of the organization. The revenues from the annual conference are expected to fund TxDLA activities for the next year. Fall Leadership Workshop (FLWS) – Each fall, TxDLA sponsors a workshop to identify, discuss, and develop plans for the prime needs of the organization and distance learning in Texas. Typically committees will continue work from these proceedings. Partnerships – The Executive Partnership Council (EPC or Council) furthers TxDLA's success in providing peer networking, information, and coordinated communication channels across the broad spectrum of its membership. In large part, achieving this goal depends on successful public/private partnerships. Public sector members benefit through an enhanced ability to make wellinformed decisions when planning, purchasing, and implementing distance learning products and services. Private sector members benefit through an improved ability to identify the needs and characteristics of end-users of those same products and services. Website – Information about the organization and ongoing activities in distance learning are available on the website: www.txdla.org. Some items such as News at a Distance and Employment Opportunities are only available to members.

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Regional Groups – TxDLA supports the organization and activities of regional groups to promote distance learning and the goals of TxDLA on a geographic regional basis. Employment Opportunities – Any organizations may post job notices related to the field of distance learning. These are available to members only. 2. Significant Accounting Policies a. Financial Presentation Restricted Assets – Funds the board has approved to not be used for operations. These funds are to be available under financial exigency. Unrestricted Assets – May be used, with approval of the board, for current operations. b. Financial Operations Annual operations are funded from the prior year’s conference and any prepaid assets. The current year conference maintains its own budget approved by the board. c. Cash Basis TxDLA reports operations on a cash basis. Any receivables have a specific, shortterm, identifiable function. All revenues, including sponsorships, partnerships, and donations are recognized at the time the cash, cash equivalents, or in-kind donations are received. d. Expenditure Policy In 2006 the TxDLA board approved an expenditure policy that guides annual operating and conference budgeting, reserve and excess funds, expenditures, and requests for bids. e. Allocation of Revenues and Expenses Revenues and expenses are categorized by function, primarily conference or annual operations. Revenues are derived from the sources listed below. The conference and Fall Leadership Workshop have corresponding expenses. Memberships – There are two levels of membership, student and individual, which are paid annually as part of the conference registration or prorated on an annual or half year basis. Sponsorships – TxDLA recognizes certain achievements in the field of distance learning through recognition, symbolic rewards, and financial rewards. The

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financial rewards are funded though specifically designated sponsorships, such as the Don Foshee Memorial, by supporting companies. Conference Fees – Individuals and companies pay fees for participation in and specific activities related to the annual conference. Partnerships – Companies’ cash and in-kind contributions to the organization are recognized according to the following categories with related amounts: Ambassador: $15,000 and above (a minimum of $10,000 cash and the remaining being a combination of either cash or in-kind donations of services/products) Platinum: $10,000 - $14,999 Gold: $6,000- $9,999 Silver: $3,000 - $5,999 Bronze: $1,000 - $2,999 Friends of TxDLA: $500 - $999 Executive Partnership Council (EPC) – Any organization that has made a commitment of at least $5000 over a three-year period in cash or in-kind products or services qualifies for representative membership in the Executive Partnership Council. In addition to those members of the Council who qualify based on financial or in-kind support, there may be others who can provide a potentially signification contribution to TxDLA and the Council. Therefore, the EPC, with approval from the Board of Directors, may identify other methods for including representatives of public or private organizations on the Council. f. Cash and Cash Equivalents TxDLA maintains a checking and savings accounts only. g. Fixed Assets TxDLA maintains no property or capital equipment. h. Ongoing Commitments Website – TxDLA maintains a monthly account with C-3 for hosting the TxDLA website (http://www.txdla.org), with Lunar Pages to host the conference website, and with COMODO Group to provides a secure certificate for online credit card transactions

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Management – TxDLA has a contract with Executive Association Management, Inc., 823 Congress Ave., Suite 230, Austin, Texas 78701. The Monthly Management Fee is to be negotiated annually in March. i.

Promises to Pay All officers have a TxDLA bank card which is renewed annually. The conference committee is authorized to commit to certain obligations without specific approval from the board. This does not include the conference hotel and related facilities.

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Statement of Financial Position (FY 12-13)

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Operating Statement of Financial Revenues and Expenses (FY 12-13)

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Conference Statement of Financial Revenues and Expenses (FY 12-13)

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Form 990 and Schedules - FY 2012

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Minutes

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Minutes- January 29, 2014

Official Minutes Board of Directors Meeting January 29, 2014 Official Minutes: The following are the official minutes of the TxDLA Board of Directors meeting held January 29, 2014 via BlackBoard Collaborate. 1. Call to Order, Welcome and Roll Call: a. Voting Members Present: Oscar Hernandez, 4-Year Higher Education, Chairman of the Board; Cindy Smith, Past-President; Patricia M Ritschel-Trifilo, President-Elect; Michelle Duran, President; Mark Workman, Treasurer; Louis LeDoux, Government; Christina Cross, 2-Year Higher Education; Lisa M Brown, Member-at-Large; Richard Leslie, Member-at-Large; Jim Schul, Chief Information Officer; Elaina Cunningham, Regional Group Development Chair; and Anne Herndon, Nonprofit. b. Voting Members Absent: Terry Comingore, Secretary; Mary Smith, K-12 Education; and Auburn Buehring, Member-at-Large. c. Non-voting Member Absent: Brett J Millan, Parliamentarian d. Guests: Lisa Tomsio, Association Manager; Ray Rose, Public Policy Chair; and Adriana Reza, Awards Chair. e. Call to Order: Chairman of the Board, Oscar Hernandez, welcomed all the Board members. He determined there was a quorum with 10 voting members present (1 more arrived late) and called the meeting to order at 1:35 p.m. f.

Time Limit: Trish made a motion, which Richard seconded, to end the meeting no later than 4:30 p.m. The motion passed unanimously.

2. Consent Agenda a. October 30, 2013 Minutes – No questions or corrections. b. Board Actions Since October 30, 2013 Board Meeting – Oscar said the subheading needs correcting. c. Treasurer’s Report – No questions or corrections. The consent agenda was approved on a motion from Jim and a second from Trish. The vote was 10 in favor, 0 against, and 0 abstentions. The documents will be filed with the secretary 3. President’s Report: Michelle said the Executive Committee has met twice. A primary interest has been to nominate someone for the USDLA awards. In addition a committee is trying to lay the ground work for establishing a distance learning journal.

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4. Manager’s Report: Lisa wanted to strongly suggest the conference committee have a meeting in the summer, preferably in person, to get started earlier. Oscar said the Executive Committee would take this up at the next meeting. 5. Committee Reports: The following committee reports were submitted for the meeting: a. Awards Committee – No report. The Board discussed the challenge of getting people to nominate someone for an award. b. Executive Partnership Council – No report. c. Finance Committee – No report. The Board discussed the negative net income in the Treasurer’s report. d. Information Committee – Jim described the forms to fill out to clarify, for Lisa, any changes to be made in the website. e. Membership Committee – The report will be filled with the secretary. f.

Nominations and Elections – Oscar recognized the election winners and mentioned that Board-elected positions would be discussed under new business. The report will be filled with the secretary.

g. Public Policy – Raymond Rose reviewed the survey results included in the report. The Board discussed having policy forums at the conference. h. Regional Group Development – Elaina announced Charlene Stubblefield is has accepted the Gulf Coast Regional Group Chair position. i.

Scholarship – No report. Oscar reported that the scholarship announcement went out last week. Lisa provided the link to the scholarship application.

6. 2014 Conference Committee Report: Trish discussed the status of the upcoming conference. She asked each Board member to contact a vendor about participating in the conference. Then the Board discussed the options related to allowing a student to attend the conference at a reduced rate in exchange for volunteering a certain amount of hours. A short break was taken from 2:51 until 3:00 p.m. 7. Old Business: a. EAMI Contract Task Force – Oscar described the change of wording on travel to, “EAMI employees must receive prior approval to receive reimbursement for travel expenses. Approval should be sought from the Conference Chair for travel related to the annual conference. All other travel requests and allowances for expenses incurred by EAMI employees must be approved by the President. Allowances for expenses incurred by EAMI employees while on TxDLA business shall be reimbursed in accordance with travel expenses approved by Conference Chair and President.” After discussion the paragraph 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 151


was changed as follows, “To receive reimbursement, EAMI Employees must receive prior approval by the President for all travel expenses and allowances incurred while on TxDLA business.” Mark made a motion to approve the contract with the changes. Trish seconded. The motion passed with 8 in favor, 0 against, and 0 abstentions, and 2 non votes. 8. New Business: a. Hall of Fame Awards Committee Approval – Cindy Smith proposed the following committee members to include Mark Workman, Randy McDonald, Carol Heinrichs, Mickey Slimp, and Linda Gillis. Trish seconded the proposal. The motion passed with 9 in favor, 0 against, and 0 abstentions, and 1 non vote. b. Board-Elected Vacancies – Oscar listed the vacancies – the Corporate/Private representative and the EPC chair. We will need nominees for the Board meeting at the conference. Also up for election this year will be the K-12 and CIO positionsz. c. Polycom Audio Bridge Sponsorship – The audio bridge is not being used while Polycom receives $2000 – $3000 sponsorship, although this year they have contributed enough to reach the Platinum level without including the audio bridge sponsorship. The Board discussed the value of the audio bridge. The Board agreed to table the topic until after a meeting with Polycom. 9. Committee of the whole: Luis noted the awards form was missing government/military check box. Oscar said he would look at that in the morning. 10. Meeting adjourned: Trish made a motion to adjourn by acclimation at 3:59 p.m.

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Minutes – October 30, 2013

Minutes Board of Directors Meeting October 30, 2013, Fredericksburg, Texas Official Minutes: The following are the official minutes of the TxDLA Board of Directors meeting held October 30, 2013 at Fredericksburg, Texas. 1. Call to Order, Welcome and Roll Call: a. Voting Members Present: Michelle Duran, President; Cindy Smith, Past President; Trish Ritschel-Trifilo, President-Elect; Terry Comingore, Secretary; Mark Workman, Treasurer; Jim Schul, Chief Information Officer; Oscar Hernandez, 4-year Higher Education; Luis LeDoux, Government/Military; Carol Willis, Executive Partnership Council; Elaina M Cunningham, Regional Group Development Chair; Cristina Cross, 2year Higher Education; Richard Leslie, Member-at-Large; and Anne Herndon, Nonprofit. b. Voting Members Absent: Auburn Buehring, Member-at-Large; Lisa Brown, Memberat-Large; and Jennifer Hicks, Corporate/Private. c. Non -voting Member Present: Brett Millan, Parliamentarian. d. Guests: Lisa Tomsio, Association Manager; Lauren Davis, Association Assistant; and Raymond Rose, Public Policy Chair. e. Call to Order: President Michelle Duran, welcomed all the board members. She determined there was a quorum with 12 of the 15 voting members present and called the meeting to order at 12:47 p.m. 2. Time Limit: Cindy with a second from Jim moved to set the time limit to end no later than 3:00 p.m. This was approved by voice vote. 3. Consent Agenda: a. Approval of Minutes of the June 27, 2013 Board Meeting c. Treasurer’s Report: Mark Workman The consent agenda was unanimously approved by a unanimous voice vote on a motion from Trish and a second from Richard. 4. President’s Report: Michelle thought FLWS was great and led to some great ideas. She doesn’t want to reach for the stars but wants reasonable things that can be accomplished a provide continuity between what everyone is doing. Numerous people have been volunteering and the enthusiasm is great and Michelle will not let that die down. 5. Manager’s Report: Lisa introduced Lauren and described her role assisting TxDLA. She described MyTxDLA’s lack of use and the $250 cost and said another group uses similar software at about 1/5 the costs. She also said fall/winter would be a good time for migration. Jim further discussed the statistics from his report. 6. Committee Reports: The following committee reports were submitted for the meeting: 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 153


a. Awards – Nothing to report. b. Executive Partnership Council – Carol Willis referred to an article in her report. She spent time at FLWS talking with sponsors about how to make their conference more valuable. At pivotal time. She thinks the board should be aware it is time to change the relationship. 1-4 (21st century) Generation of sponsorships. Sponsors making the conference attendees experience more valuable. We know you like this event, we love it too, how can we make it better for you. Carol led discussion about the conference, the exhibit hall, and sponsor relationships. Carol summarized that this discussion was to raise awareness. The report will be filed with the secretary. c. Finance committee – The board discussed the organization’s financial position. d. Information Committee – Jim continued the discussion of getting rid of MyTxDLA. Lisa has investigated Membe. Jim made a recommendation to move from the current social site provider to Membe. Elaine second ended and 12 voted for, 0 nay, 0 abstentions. He further discussed responsibilities for contributing and updating the website. Michelle stated that Jim is responsible for organization information thus website material does go through him. e. Membership – Elaina discussed the possibility of institutional membership. Many other states have one. She gave examples of pricing. The board discussed the implications. The report will be filed with the secretary. f.

Nominations and Elections Committee – No report.

g. Public Policy Committee – Raymond summarized the role of access and equity. Expect to see changes in 504, ADA, and DL enrollment reporting. Also if anyone gets information related to policy, please send it to Raymond. The report will be filed with the secretary. h. Regional Group Development Committee – Elaina would like to join the West and Far West regional groups and cut off the west below Lubbock. After discussion Elaina decided to look at the whole map. The report will be filed with the secretary. i.

Scholarship Committee – Terry will check the rules on making scholarships an asset. The report will be filed with the secretary.

7. 2014 Conference Committee Report – Trish reminded everyone the conference will be in Corpus Christi and the theme is “Casting into the Future, Angling the Oceans of Global Learning.” Thirty eight people have volunteered to do things approximately 8% of membership. 8. Old Business: Old business was moved up in the order to allow Kevin to leave for a vendors meeting. He mentioned the importance for the board to meet with the vendors at the grand opening this evening. a. EAMI Contract Task Force – No report. Christina was nominated as chair. Richard seconded and 12 voted for, 0 nay, 0 abstentions.

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b. MOOC Agreement – Mark brought the item up to date and has placed a new version with Rhonda’s comments on Crocadoc. If the committee will look over it one more time this next week, then Rhonda will take it back to her legal department. c. Board Chair – Terry nominated Oscar, Carol seconded and 11 voted for, 0 nay, and 1 abstained. 9. New Business: a. Board Vacancy – Michelle brought forth four volunteers for the vacant K-12 Board Representative including Mary Smith, Laura Alfaro, Janna Hackett, and Chris Begenho. Carol nominated Mary Smith to fill the remaining term listing her attributes related to TxDLA. Joanna seconded and the nomination was approved 12 voting for, 0 nay, and 0 abstentions. b. Board Meetings - Jim recommended the board meet more often even if for shorter time periods. The board discussed the practicality of this. Oscar will take this under advisement. c. Conflict of Interest Statements – Terry presented the reasons for completing a conflict of interest statement. All new members and some other board members completed a conflict of interest statement. These will be filled with the secretary. d. Awards Committee: The Awards and Scholarship Committee recommended to review and revise the current criteria for awards and to look at new awards to be offered. These might include awards for the new constituencies and for policy makers. Terry seconded and after discussion, 12 voted for, 0 nay, and 0 abstained. e. Scholarship: The Awards and Scholarship Committee recommended that they recalibrate the scholarship offerings and look at the criteria of how we offer the scholarships and how we evaluate those who apply for the scholarships. After discussion Luis seconded and 12 voted for, 0 nay, and 0 abstained. f.

Ron Thompson: Richard made a motion that we recognize Ron Thompson on the website. Tricia seconded. After minimal discussion it was approved on a voice vote.

10. Committee of the whole: a. Luis recommended Lisa represent TxDLA at SMGPA. b. Michelle listed committee chairs as shown plus Adriana Reza on Awards. Richard made a motion to accept the committee members and Carol seconded. The motion was approved on a voice vote. 11. Meeting adjourned: Michelle declared adjournment by due to time limit.

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Minutes – June 27, 2013

Minutes TxDLA Board of Directors Meeting June 27, 2013 Via Elluminate Official Minutes: The following are the official minutes of the TxDLA Board of Directors meeting held June 27, 2013 via Blackboard Elluminate. 11. Call to Order, Welcome and Roll Call: a. Voting Members Present: Dr. Bruce Niebuhr, Healthcare/Medicine, Chairman of the Board; Cindy Smith, President; Oscar Hernandez, Past-President; Michelle Duran , President-Elect; Terry Comingore, Secretary; Mark Workman, Treasurer; Louis LeDoux, Government/Military; Diane Edgar, K-12 Education; Patricia M RitschelTrifilo, Higher Education; Kevin Eason, Vocational/Technical Education; Auburn Buehring, Member-at-Large; Richard Leslie, Member-at-Large; Carol Willis, Executive Partnership Council Chair. b. Non-voting Member Present: Brett J Millan, Parliamentarian c. Voting Members Absent: Lisa M Brown, Member-at-Large; Jennifer Hicks, Corporate/Private; Howie DiBlasi, Regional Group Development Chair, Member-atLarge; and Jim Schul, Chief Information Officer. d. Guests: Lisa Tomsio, Association Manager; Ray Rose, Public Policy Chair; Anne Herndon, Nonprofit Representative-Elect; Christina Cross, Two-Year Higher Education Representative-Elect; Elaina Cunningham, Membership Chair and Regional Group Development Chair-Elect; Gay Howard, Nominations and Elections Chair; and Rhonda Blackburn. e. Call to Order: Chairman of the Board, Bruce Niebuhr, welcomed all the board members. He determined there was a quorum with 11 voting members present and called the meeting to order at 9:10 a.m. 12. Time Limit: Bruce moved that the meeting ends by Noon. Terry seconded and the motion was approved unanimously. 13. Consent Agenda a. Board Actions since March 25, 2013 Board Meeting: b. Approval of the March 25, 2013 Minutes: c. Treasurer’s Report: Suggested editorial changes include correcting the date of the board actions to April 12, adding Richard Leslie to attendees, and correcting constancies to constituencies. The minutes were approved with edits on a motion by Bruce and a second from Luis. The vote was 11 in favor, 0 against, and 0 abstentions. The reports will be filed with the secretary. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 156


14. President’s Report: Cindy Smith briefly described the USDLA conference as small but very interesting and worth attending. 15. Past President’s Report: No report 16. Manager’s Report: Lisa has been working with Michelle on the Fall Leadership Workshop. She has had some discussion with Executive Committee regarding where she may develop a new social site. She has not had a chance to discuss the new EAMI contract with the owner, Mike Marks. She hopes to have that back to the board by Fall Leadership Workshop. 17. Committee Reports: The following committee reports were submitted for the meeting: j.

Awards Committee – No report. Louis suggested a way to grow state government membership is to have an award category for state employees. The consensus of the board is to recommend the Awards Committee investigate that option.

k. Executive Partnership Council – Carol said the “Island Hopping” was a good thing but needs the right balance between vendors and presenters. This report will be filed with the secretary. l.

Finance Committee – Mark introduced the budget. Lisa explained the $5,000 lower revenue estimate due to a decrease in expected conference revenues. Michelle talked about initiatives she wants to introduce with the account “8400 Miscellaneous (presidential projects).” The committee discussed creating an online journal and other projects for the membership. After a discussion of where to cut the budget, Scholarships were reduced by $5,000. The budget submitted by Mark from the Finance Committee was approved with 11 in favor, 0 against, and 0 abstentions.

A short break was taken from 10:00 until 10:10. m. Information Committee – No report. n. Membership Committee – Elaina discussed a survey sent out to former members. There was no consensus why people did not renew their memberships though some of their suggestions were previously mentioned in the budget discussion. She then led a discussion on having institutional memberships. She will prepare a presentation on that for the next Board meeting and she will work with Lisa on an email about the benefits gained from the individual $35 membership. This report will be filed with the secretary. o. Nominations and Elections Committee – This report will be filed with the secretary. p. Public Policy Committee – Raymond said there is no latest, breaking news. This report will be filed with the secretary. q. Regional Group Development Committee – Elaina reported two new regional group leaders in West Texas and North Central Groups. She complemented the Central Texas Regional Group activities and said they have a nice Google web page 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 157


that could be a model for other regional groups. This report will be filed with the secretary. r.

Scholarship - Rhonda mentioned it will soon be time to release scholarships for FLWS.

s. 2013 Conference Committee Report: Michelle reported they are reviewing the things that went well and those that didn’t. She complimented the conference committee, the Board, and Lisa. There was a request to have a post-conference meeting a week or so after the conference to share notes while they are still fresh. 18. Old Business: b. EAMI Contract: Kevin said it was difficult to compare the old and new contract and it would take EAMI some time. 19. New Business: a. MOOC Agreement: Rhonda described the non-monetary contract with Desire2Learn to create a MOOC about online instruction. The Board discussed the contract. Oscar made a motion to form a committee to look at the contract in more detail and to make a recommendation to the new Board. Richard seconded and it was approved by voice vote. Cindy appointed Mark as chair. b. Plan for new Board to Elect Chair: Bruce recommended that Michelle, as new president, would act as chair to move that election forward. She would direct the nominations and elections committee to carry out that election. 20. Committee of the whole: a. Diane discussed some concerns expressed to her by the K-12 constituency and how TxDLA and the conference could adapt to these concerns including recommending topics for presentation and getting the proposals out sooner. b. Richard asked that any recommendations for a theme or any keynotes for the 2014 conference be emailed to him. 21. Meeting adjourned: The board adjourned on a motion by Carol at 11:16 a.m.

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Minutes – March 25, 2013

Official Minutes Board of Directors Meeting March 25, 2013 at Moody Gardens Hotel, Spa & Convention Center, Galveston, Texas Official Minutes: The following are the official minutes of the TxDLA Board of Directors meeting held March 25, 2013 at Moody Gardens Hotel, Spa & Convention Center, Galveston. 22. Call to Order, Welcome and Roll Call: a. Voting Members Present: Dr. Bruce Niebuhr, Healthcare/Medicine; (Chairman of the Board); Cindy Smith, President; Michelle Duran, President-Elect; Oscar Hernandez, Past President; Terry Comingore, Secretary; Mark Workman, Treasurer; Louis LeDoux, Government/Military; Diane Edgar, K-12 Education; Jennifer Hicks, Corporate/Private; Trish Ritschel-Trifilo, Higher Education; and Jim Schul, Chief Information Officer; Carol Willis, Executive Partnership Council; Kevin Eason , Vocational/Technical Education; Lisa Brown, Member-at-Large; Howie DiBlasi, Regional Group Development Chair; and Auburn Buehring, Member-at-Large (arriving late). b. Non -voting Member Present: c. Guests: Lisa Tomsio, Association Manager; Elaina Cunningham, Membership Chair; Raymond Rose, Public Policy Chair d. Call to Order: Chairman of the Board, Bruce Niebuhr, welcomed all the board members. He determined there was a quorum with 16 of the 17 voting members present and called the meeting to order at 2:35 p.m. 23. Time Limit: Bruce with a second from Kevin moved to set the time limit to end no later than 5:30 p.m. This was approved by voice vote. 24. Consent Agenda: a. Board Actions since January 24, 2013 b. Approval of Minutes of January 24, 2013 Board Meeting c. Treasurer’s Report: Mark Workman The consent agenda was unanimously approved by a voice vote on a motion from Jim Schul and a second from Cindy Smith. 25. President’s Report: Cindy led congratulations to Michelle for the conference. She requested that we look for good presentations that could be used for TxDLA Talks which is expected to begin the third Tuesday of April. Kevin commended Cindy as an awesome leader of TxDLA. 26. Past President’s Report: Oscar talked about the Hall of Fame inductee, Mickey Slimp. He added that there was no Don Foshee grant. A brief discussion of the use of the funds occurred.

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27. Manager’s Report: Lisa reported we were denied acceptance of credit card without explanation. 28. Old Business: Old business was moved up in the order to allow Kevin to leave for a vendors meeting. He mentioned the importance for the board to meet with the vendors at the grand opening this evening. a. EAMI Contract Task Force - Kevin Eason, chair, described the course of the review of the document. It was given to Lisa two weeks ago for EAMI to review. b. Constituency Board Positions - Kevin referred to the by-laws for the constituency groups. He described the changes he thinks would better represent current membership in TxDLA. He made the following motion with a second from Trish: The TxDLA’s representative constituencies, identified in the Association’s bylaws (Article VI, Board of Directors), be changed from the current positions: 1. 2. 3. 4. 5. 6.

K-12 Education Higher Education Vocational/Technical Government/Military Corporate/Private Sector Healthcare/Telemedicine

To the following positions 1. 2. 3. 4. 5. 6.

K-12 Education 2-Year Higher Education 4-Year Higher Education Government/Military Corporate/Private Sector Nonprofit

The board discussed who would be represented by the recommended constituencies. The board also discussed what is meant by non-profit. Bruce offered an amendment to revise 4-Year Higher Education to 4+ Year Higher Education and to remove the dash in 2 year. Trish seconded and there was further discussion about the constituency rolls. Kevin, on Michelle’s recommendation, proposes that the board reevaluated each board position as it becomes vacant. Kevin withdrew the motion with Trish’s approval on procedural grounds that, per the bylaws, the board cannot amend the bylaws as proposed. Kevin then made a motion that the board supports and endorses a change in the bylaws to recommend to the membership that the TxDLA representative constancies be changed to 1. 2. 3. 4. 5.

2-Year Higher Education 4-Year Higher Education Government/Military Corporate/Private Sector Nonprofit

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Trish seconded and the motion passed unanimously. c. Review of board constituencies: Kevin made a resolution that the board evaluates each year those constituency positions that are up for election to ensure they are still representative of the membership they represent and make recommendations for changes, if necessary, to amend the bylaws. Trish seconded and, after much discussion, the resolution passed unanimously. 29. Committee Reports: The following committee reports were submitted for the meeting and were filed with the secretary: a. Awards – Brenda summarized her report. She is not sure how the new process compared to last year. Every person contacted sent information though some had to be contacted twice. It is a bit more work for the chair but it worked out well. There just needs to be enough time between the nomination and the award to complete the process. The report will be filed with the secretary. b. Executive Partnership Council – Carol Willis highlighted her thanks to Kevin, Michelle, Lisa and everyone else for the Island Hoping part of program where EPC members teamed with a partner to present success stories. A second EPC event will be a panel that will highlight their experiences and passions. There will be an EPC meeting Wednesday at 11 am. Brenda expressed the board’s appreciation for what Carol has done with the EPC. The report will be filed with the secretary. c. Finance committee – No report. d. Information Committee – No report. e. Membership – Elaina Cunningham reported that, after the bylaw change occurs, she and Lisa will work on revising the online form. The report will be filed with the secretary. 30. Conference Committee Report – Michelle said “it’s here.” She thanked Lisa as the heart and soul of this organization. She thanked committee members and identified stuff in the pail they and the board members received. She said to wear the conference shirt on Wednesday with the virtual conference and a board picture will be taken that day around lunch. Tonight is opening reception with the opening of the exhibit hall. She asked the board to visit the booths where they will see themed and activities that have gone well beyond the normal expectations. She talked about the ongoing “Goose Chase’ game that with some serious competition has taken on a life of its own. There are about 510 to 514 currently registered for this conference. This year’s programs have “Volcanic” sessions on hot topics. She asked the board to be more involved and visible. Regional chairs will be at the booth tonight and will have beach balls for their session. She further listed other conference events the board should be aware of. a. Nominations and Elections Committee – Bruce reminded the board that they will need to elect a new chairman by July 1. The report will be filed with the secretary. b. Public Policy Committee – Raymond has been surprised at the small number of bills filed related to distance education; most are K-12. There is an I-app, TexLege, to track bills. The report will be filed with the secretary. 2014-15 TxDLA BOARD OF DIRECTORS MANUAL 161


c. Regional Group Development Committee – Howie discussed the difficulty of getting regional groups going and the success the North Texas group has had once leaders were found. He described some of the initiatives and how he would be working with Elaina as she takes over this position. The report will be filed with the secretary. d. Scholarship Committee – Lisa reported there were more than twenty scholarships, almost anyone who asked for one got it. Some people still couldn’t come for a variety of reasons. Luis described how it could be part of the effect of sequestration. 31. New Business: a. Joint Effort with TCEA: Brenda discussed partnering with TCEA. TCEA has formed a Virtual Learning SIG. Discussed partnering possible, pre-conference presentation or trade advertisements in program. The sense of the board is to have Brenda continue the discussion with her contact at the TCEA-SIG. The Board discussed various ideas about partnering with TCEA. b. ITSE: Several mentioned that ITSE will be in San Antonio and someone should be talking with them. 32. Committee of the whole: none 33. Meeting adjourned: Bruce declared adjournment by acclimation at 4:24 p.m.

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