OrientationManual2026

Board of Directors Orientation Manual

Mission Vision

Providing association professionals a community for collaboration, learning and leadership growth.

TSAE is a thriving, diverse community of professionals; perpetually leading, shaping and advancing the association industry in Texas.

Core Values: SERVANT HEARTED

We are a people-first organization. At our core, we are here to be of service to our association professionals and partners who organize people to accomplish a purpose.

CONNECTED

We exist to create connections and foster a diverse network of professionals in and beyond Texas that benefit our members and the society they serve.

KNOWLEDGE-DRIVEN

We are a trusted partner for continuous learning and professional development. We have a commitment to modeling best practices for association management and advancing the profession.

INNOVATIVE

We are committed to trying new things. We constantly scan the horizon to stay ahead of trends not only to advance our own organization, but also to help our members advance theirs.

TRUSTWORTHY

We approach our work with integrity knowing our members trust us to provide credible and reliable counsel. They look to us to help them grow their own careers and advance the associations they serve.

DIVERSITY, EQUITY, INCLUSION, & BELONGING POSITION STATEMENT

TSAE believes that Diversity, Equity, Inclusion, and Belonging (DEIB) are essential, interconnected pillars that create a thriving and inclusive organizational culture. We are committed to fostering an environment where every member feels valued, included, and empowered to contribute to their fullest potential. By embracing diverse perspectives, equitable opportunities, and inclusive practices, TSAE drives retention, engagement, and innovation. We strive to be a resource and model for our members and their organizations. By advancing meaningful DEIB initiatives where all members feel integral to our shared success, we strengthen our community and reinforce that we are Better Together!

2026-2027 Officers & Board Members

Shirley Robinson, CAE Chair Executive Director Texas Library Association Austin, TX

Angela Davis, MBA, CAE Chair-Elect CEO Society for Pediatric Radiology Houston, TX

Gloria Terry Immediate Past Chair CEO Texas Council on Family Violence Austin, TX

Lindsay Thompson Board Development Officer President/CEO Texas Healthcare Trustees Austin, TX

Michelle Jackson, CAE Finance Officer Executive Director Texas PTA Austin, TX

Mollie Pillman, MS, MBA, CAE Foresight Officer Executive Director National Athletic Trainers' Association Carrollton, TX

Mark Allen, CAE Executive Director TXCPA Houston Houston, TX

Jancy Darling President Darling Houston, TX

Kate Johanns, CAE Marketing & Communications Director Association of Texas Professional Educators Austin, TX

Rachel Naylor, CAE Executive Director Texas Association for Health, Physical Ed., Recreation & Dance Austin, TX

Tyler Orwig Chief Sales Officer Visit San Antonio San Antonio, TX

Kristen Philips, MBA, CAE Executive Director Stringfellow Management Group Austin, TX

Andres Salas Account Director FILO Austin, TX

Steven J. Stout, FASAE, CAE Ex-Officio Executive Director TSAE Austin, TX

Outgoing Board Members

Paulina van Eeden Hill, CAE COO Strategic Association Management Austin, TX

Amy Brown Senior VP Convention Sales & Services Visit Fort Worth Fort Worth, TX

Lucinda Hart, CAE, MBA Kanice Spears, CMP Executive Director Membership & Fund Development Director The Delta Kappa Gamma Society Texas Trial Lawyers Association International Austin, TX Austin, TX

New Board Members

Tony Abruscato Chief Marketing Officer Texas Restaurant Association Austin, TX

Serena Bumpus CEO Texas Nurses Association Austin, TX

Aaron Wolowiec, FASAE, CAE, CMP Fellow Kelly George, CAE Founder & President Account Manager Event Garde Strategic Association Management Dallas, TX Austin, TX

TSAE Staff

Aaron Hernandez, CAE Education & Events Director

Ronika Nash, CEM Strategic Partnerships Director

Brandon Owens Membership & Engagement Director

Carol Price Administrative Specialist

TEXAS SOCIETY OF ASSOCIATION EXECUTIVES PRESENTS

THE ECONOMIC IMPACT

OF ASSOCIATIONS IN TEXAS Associations are big business in Texas. They create and support jobs, contribute to the economy and generate revenue through meetings and events across the state. The Economic Impact Study quantifies the impact of Texas-based associations to inform the industry, legislature and general public on the power of associations.

1,857

Associations in Texas* *Nonprofit associations operating in Texas in 2017 with annual revenues greater than $200,000.

27,650

Association Employees

$3.2 Billion Contributed to Texas Economy (Budgeted Expenditures)

$108.8 Million Taxes Paid by Texas Associations (Payroll, Sales, Property and other)

FULL-TIME EMPLOYEES 54%

4 or less

21%

5-9

5%

10 - 19

9%

20 - 49

11%

50 or more

Jobs Supported

$2.5 Billion

> $5M

Spent at Association Meetings & Events

35%

46,150

ASSOCIATIONS BY BUDGET 8% 57%

124,430

< $1M

$1M - $5M

Total Meetings Held

ASSOCIATIONS BY SCOPE State

59%

Local

18%

National

12%

Intl.

11%

11.6 Million Total Meeting Attendees

Published September 2019 by TSAE. Report conducted by Downs St. Germain Research based on data from 2017.

MEMBERSHIP BREAKDOWN LOCATION

IN 2025 MEMBERS

Other 13%

1115

D/FW 18%

Austin 59%

ASSOCIATION PROFESSIONALS

Houston 10%

715

ORGANIZATION TYPE

CAES

188 VOLUNTEER POSITIONS FILLED

323

PROGRAMS & EVENTS

93

CAE HOURS OFFERED

120

ATTENDEES

2589

18%

National 58%

Statewide 18%

Regional & Local 6%

International

JOB TITLES

CEO/COO

32%

Membership 31% & Marketing Meeting Planners

24%

Other

13% 0

10

20

30

CALENDARS, CYCLES,

& Committees

TSAE Operational Calendars TSAE Board Leadership Year: June 1 - May 31 TSAE Fiscal Year: January - December (Calendar Year) Membership Year: May 1 - April 30

TSAE Volunteer leader Term Cycles ELECTED LEADERS Chair- Elect: 1 Year Chair: 1 Year Immediate Past Chair: 1 Year Natural progression once elected to Chair-Elect position – overall a three year commitment. Any Association Professional member in good standing shall be eligible for nomination and election to any elective office of TSAE, provided he/she has completed at least one (1) year as a member of the Board of Directors (at the time of installation) APPOINTED LEADERS Board Development Officer: 1 Year Finance Officer: 1 Year Foresight Officer: 1 Year The Finance, Foresight, and Board Development officers shall be current board members, will be nominated by the Chair-Elect (subject to approval of Board) each year, prior to being installed, as outlined in the Board Policy Manual. Up to one Affiliate Member may serve as Finance Officer, Foresight Officer, or Board Development Officer. No two members from the same company may serve on the Executive Committee.

The Chair, Chair-Elect, Immediate Past Chair, Board Development Officer, Finance Officer, Foresight Officer, and Executive Director make-up the TSAE Executive Committee BOARD MEMBERS (DIRECTORS): Directors: 3 Year Term Limit, Varying Terms for Those Fulfilling Vacancies Elected Directors, except the four (4) Officers, shall be elected for three (3) year terms.

Terms begin each year on June 1 and end May 31.

TSAE Committees, Task Forces, Focus Groups, Selection Groups The TSAE committees/task forces are as follows: STANDING COMMITTEES (BYLAWS MANDATED) 1. BOARD DEVELOPMENT COMMITTEE 2. ENDORSEMENT COMMITTEE 3. FINANCE COMMITTEE 4. NOMINATING COMMITTEE 5. GOVERNANCE COMMITTEE WORKGROUPS/PLANNING 6. DEIB COMMITTEE 7. MEMBERSHIP ENGAGEMENT 8. MEMBERSHIP STRATEGY 9. NEW IDEAS 10. LEADHERSHIP LIVE FOCUS GROUPS 11. AFFILIATE ADVISORY 12. CEO STRATEGIES 13. MAGAZINE EDITORIAL 14. RETIRED MEMBER SELECTION 15. AWARDS SELECTION The volunteer calendar depends on the timing of work done by each individual group. A call for volunteers is usually distributed in April/May with appointments finalized by June/July.

STRATEGIC Plan

Strategic Plan

VISION, MISSION, GOALS Vision

Strategic Goals

TSAE is the essential community for all association professionals in Texas, delivering meaningful impact and nationally positioned to propel the association industry forward with expertise, innovation, and influence.

Goal #1: TSAE will deliver deeper impact for association professionals in Texas by building new strategic partnerships and funding opportunities to strengthen its financial foundation and expand capacity.

Mission

Goal #3: TSAE will champion the adoption of innovative practices among associations by proactively identifying emerging trends and solutions that propel the association industry forward and by modeling best practice.

Providing association professionals a community for collaboration, learning, and leadership growth.

Goal #2: TSAE will significantly expand and diversify membership by enhancing the personal and organizational return on investment through customized offerings, continuous feedback, and development of robust networks.

Goal #4: TSAE will strengthen the unity and influence of the Texas association community by building government affairs capabilities.

STRATEGIC GOAL #1 Goal 1:

TSAE will deliver deeper impact for association professionals in Texas by building new strategic partnerships and funding opportunities to strengthen its financial foundation and expand capacity.

Objective 1:

Optimize TSAE's partnership and funding strategy by establishing and applying a comprehensive value framework for partnerships, proactively identifying and evaluating high-impact opportunities, and implementing a performance-driven sunset process.

Objective 2:

Enhance revenue generation and membership models through revamping the endorsed service provider program, developing of out-of-state revenue streams, optimizing organizational membership, and pursuing corporate partnerships.

Objective 3:

Focus on strategic expansion and increasing influence throughout the state through increased regional collaboration and advocacy efforts, and investigating new opportunities for grants and public funding for programs.

Objective 4:

Optimize existing offerings and content through examining current offerings and leveraging for advertising and content for revenue and leads.

Objective 5:

Cultivate a top-tier, resilient association teams through workforce development initiatives.

STRATEGIC GOAL #2 Goal 2:

TSAE will significantly expand and diversify membership by enhancing the personal and organizational return on investment through customized offerings, continuous feedback, and development of robust networks.

Objective 1:

Elevate our value proposition and draw in diverse audiences by deepening our market understanding to better segment members and customize our outreach, programs, and benefits.

Objective 2:

Enhance member engagement and networking by establishing special interest groups, developing targeted networking and education opportunities, and focusing on engaging young professionals and students.

Objective 3:

Optimize member experience and organizational communication by implementing continuous feedback mechanism and comprehensive marketing and storytelling initiatives.

STRATEGIC GOAL #3 Goal 3:

TSAE will champion the adoption of innovative practices among associations by proactively identifying emerging trends and solutions that propel the association industry forward and by modeling best practice.

Objective 1:

Establish a foresight advisory group to proactively monitor trends and disseminate information to public through publications, learning opportunities, annual industry updates, and at events.

Objective 2:

Develop and promote innovative resources, models, and case studies on subjects like AI, multi-generation leadership, governance, and best practices.

Objective 3:

Establish TSAE as leaders in emerging technologies and champions of developing and celebrating members that demonstrate exceptional innovation.

STRATEGIC GOAL #4 Goal 4:

TSAE will strengthen the unity and influence of the Texas association community by building government affairs capabilities.

Objective 1:

Establish scope of advocacy efforts and enhance government affairs infrastructure through the development of the government affairs task force.

Objective 2:

Become a central hub in public policy awareness among associations by cultivating and disseminating impactful advocacy resources and content, coupled with building a comprehensive education and training program.

Objective 3:

Establish TSAE as a trust resource for legislators through strategically enhancing internal and external capabilities to build capacity for members to be directly involved in advocacy efforts.

BYLAWS

Updated 2024

TSAE Bylaws ARTICLE 1 NAME AND LOCATION The name of this organization shall be the Texas Society of Association Executives (TSAE), a nonprofit corporation incorporated in the State of Texas. The TSAE office shall be located in Texas in the Austin area.

ARTICLE 2 PURPOSES The purposes for which TSAE is organized and shall be operated are: (1) To represent, safeguard and advance the interests of associations and association executives by communicating the profession’s viewpoints, concerns and other relevant information to the media, legislature and other governmental bodies.

(2) To promote high standards of personal and professional conduct among executives serving trade, educational, technical, business, professional and philanthropic associations and organizations.

(3) To provide education, idea exchange, networking opportunities, information, recognition and other services to members through meetings, conferences, trade shows, publications and other means.

(4) To advance association management as a profession.

ARTICLE 3 MEMBERSHIP CLASSES, PROCEDURES AND RIGHTS I3.1 Classes of Members. TSAE shall have the following classes of members: (a) Association Professional (b) Affiliate (c) Associate (d) Distinguished Life 3.2 Membership Qualifications. (a) Association Professional. Membership is open to any individual employed by a

trade, educational, technical, business, professional, association management company, or philanthropic association or organization. Chief executive officers of convention and visitors bureaus are eligible for this class of membership only if the bureau is exempt under Section 501(c) of the Internal Revenue Code. (b) Affiliate Members. Affiliate membership shall be open to individuals engaged in selling products, services or facilities to members of TSAE on behalf of a firm, city, chamber of commerce, bureau or other entity. It also shall include individuals who provide management and consulting services to associations and other organizations. Except as provided in Article 3.2 (a), bureau employees are eligible only for this class of membership. Affiliates may exhibit at TSAE expositions. (c) Associate Members. Membership is open to any person no longer practicing in the profession (retired) or in-transition positions, as well as elected volunteers, students and other individuals with an interest in the association management profession, so long as they do not qualify for the other member categories. (d) Distinguished Life Members. Distinguished Life membership may be awarded to any Association Primary, Association Professional or Affiliate member who has performed distinguished service to TSAE and who has been a member for ten (10) or more consecutive years. A nomination for Distinguished Life membership shall be initiated by the Board of Directors and must be approved by at least a four-fifths (4/5) vote of the members of the Board of Directors present at any meeting. Distinguished Life members do not pay dues. (e) A person is disqualified for membership as an Association Professional or Affiliate Member if their employer or business ceases to meet the definitional requirement of such category.

3.3 Application for Membership. All applications for membership shall be submitted to the principal office of TSAE on designated application forms and must include complete payment of the applicable dues.

3.4 Removal. Members of any classification may be removed for cause from membership by a two-thirds (2/3) vote of the Board of Directors.)

3.5 Appeal. For any cause other than non-payment of dues, removal shall occur only after the member has been advised of the complaint and given reasonable opportunity for a hearing before the Board of Directors. If removed, the member may appeal the Board’s decision, provided written notice of intent to appeal is

received by the principal office of TSAE at least fourteen (14) days prior to the Board meeting.

3.6 Reinstatement. A former member desiring continuous membership may be reinstated upon proof of qualification and payment of all dues in arrears. If, however, a continuous membership is not desired, the member may be reinstated upon proof of qualification and payment of the current year’s dues.

3.7 Membership Voting Rights. (a) Association Professional members. Each Professional member shall be entitled to one (1) vote on any matter coming before the membership, and have the right to attend the annual meeting and all other designated meetings of TSAE. (b) Distinguished Life Members. A Distinguished Life member who was eligible to vote when he/she was nominated for Distinguished Life membership shall be entitled to one (1) vote on any matter coming before the members. Distinguished Life members shall have the right to attend the annual meeting and all other designated meetings of TSAE. (c) Affiliate and Associate Members. Affiliate and Associate members shall have the right to attend the annual meeting and all other designated meetings of TSAE, but shall have no voting rights.

3.8 Voting Methods and Majority Rule. Proposals to be presented to the members by mail, electronic means or at a meeting, shall first be approved by the Board of Directors. Except as otherwise stipulated in these Bylaws, on any mail, electronic or in-person vote, a majority of those voting shall determine the action.

3.9 Quorum. At an annual business meeting or special meeting of the members, a quorum shall consist of 20% of the eligible voting members.

3.10 Rules of Order. The meetings and proceedings of TSAE shall operate according to Robert’s Rules of Order (Newly Revised) for parliamentary procedure, except as may be otherwise provided by these Bylaws.

ARTICLE 4 DUES

4.1 Dues. Dues for all classes of membership shall be established by the Board of Directors.

4.2 Billing Date. The billing date for each member’s dues shall be established by the Board of Directors.

4.3 Delinquency and Cancellation. The first dues billing will be sent sixty (60) days prior to due date, the second thirty (30) days prior to due date and the third on the due date, with notice that if dues have not been paid within one month of due date, the member will be dropped. If payment of dues is not made within thirty (30) days, the delinquent member shall be dropped from the rolls and forfeits all rights and privileges of membership. The Board of Directors may establish a temporary dues waiver program for any class of members.

4.4 Refunds. No dues shall be refunded to any member whose membership terminates.

ARTICLE 5 MEMBERSHIP MEETINGS 5.1 Time, Location. The annual meeting of TSAE shall be held at a time and place to be designated by the Board of Directors.

5.2 Special Meetings. Special meetings of TSAE may be called by the Board of Directors at any time or may be called by the Chair upon receipt of a written request by twenty-five (25) voting members, within thirty (30) days after filing the request with the principal office of TSAE. The business to be transacted at any special meeting shall be stated in the notice, and no other business may be considered at that time.

5.3 Notification. Notice of an annual meeting or any special meeting of TSAE members shall be sent through the mail or electronic means to each member not less than ten (10) nor more than forty (40) days before the meeting date.

5.4 Postponement of Meetings. The Board of Directors may postpone any annual or special meeting for cause.

ARTICLE 6 BOARD OF DIRECTORS 6. 1 Authority and Responsibility. The governing body of TSAE shall be the Board of Directors. The board shall have supervision, control and directions of the affairs of TSAE. The Board shall identify and approve Strategic Initiatives and annual goals; determine and approve association policy; allocate and approve resources through the budget approval process; monitor association progress; promote the organization; and oversee the Executive Director. The board may take a position and express an opinion on behalf of TSAE on issues relevant to the profession. The Board may adopt such rules and regulations for the conduct of its business as are deemed advisable, and may, in the execution of the powers granted, delegate certain areas of its authority and responsibility to association Committees.

6.2 Number of and Qualifications for Directors. Any TSAE member in good standing shall be eligible for nomination. The Board of Directors shall consist of four (4) officers (the Immediate Past Chair, Chair, Chair-Elect, and Executive Director), plus 15 directors. Those directors will be made up of eleven (11) elected directors from the Association Executive member categories, plus four (4) elected members from the Affiliate category. At least two (2) members of the Board of Directors shall be from cities other than Austin. The Executive Director shall serve without vote.

It is not permitted for more than one individual from the same company to concurrently serve as directors. If a candidate from a company is elected to the board, subsequent candidates from the same company shall be ineligible for election during their term. However, directors who change employers during their term and subsequently work for the same company as another director shall be permitted to complete their term.

6.3 Term of Office and Manner of Election. Elected Directors, except the four (4) Officers, shall be elected for three (3) year terms. Terms begin each year on June 1 and end May 31. The Chair, Chair-Elect, Immediate Past Chair and Directors shall be introduced at TSAE’s annual meeting and shall continue in office until their successors are elected, in accordance to Nomination procedures in Section 6. 4.

The Immediate Past Chair shall remain on the Board for one (1) year following the installation of the new Chair.

6.4 Board Nominating Process: The Nominating Committee shall nominate candidates for each vacated or soon-to-be-vacated position and notify the membership of its choices not less than sixty (60) days before the annual meeting. Thirty (30) days shall be allowed for nominations from the membership.

Any member nominated by petition of fifteen (15) members of the voting membership shall be placed on the ballot. The ballot shall indicate those nominees recommended by the Nominating Committee and those recommended by petition. When nominations are made by petition, an election shall be conducted by mail or electronic ballot in which each voting member will have one (1) vote to cast for each position to be elected. An independent contractor or firm may be retained to administer the election, tally results and report the outcome.

Candidates receiving the highest number of votes for each office shall be declared elected. If no nominations are made by petition, the slate as submitted will be considered to be elected by acclamation. Results of the election shall be announced to the membership in an expeditious and timely manner.

6.5 Re-election. No member of the Board who has served a full three (3) year term will be eligible for re-election until at least one (1) year has elapsed with the exception of those Board members being elected to Officer positions.

6.6 Nomination of Directors. The Nominating Committee, acting in accordance with Article 6.4 shall present one (1) nominee for each seat on the Board that is vacant or is about to expire. Any person so nominated shall have given prior consent to nomination and election as Director.

6.7 Removal. The Board of Directors may remove any Director from office for cause with a two-thirds (2/3) vote of its members.

6.8 Vacancies. Vacancies in any elective office may be filled for the balance of the term by the Board of Directors upon recommendation of the Nominating Committee.

6.9 Meetings. A regular meeting of the Board of Directors shall be held no less than three (3) times during each administrative year at such time and at such place as the Chair may prescribe. Special meetings of the Board may be called at

any time by the Chair or a minimum of seven (7) members of the Board. Notice of meetings called by other than the Chair shall contain a statement of the purpose of such meetings and the business shall be confined to such items, except upon approval by a majority of the Board.

Subject to the provisions of these Bylaws regarding notice and quorum, meetings of the Board may be convened via telephone or other electronic equipment that allows participants to communicate with each other.

6.10 Board Action. Action taken by a mail or electronic ballot in which a majority of Board members indicate their agreement in writing, or decided on a telephone conference call, shall constitute a valid action of the Board if reported at the next regular meeting or via meeting minutes or ballot summary.

6.11 Quorum. At all meetings of the Board, a majority of Board members shall constitute a quorum.

6.12 Action by Majority Vote. Each Director shall have one (1) vote. The affirmative vote of a majority of the total number of Directors at any meeting at which a quorum is present shall constitute action by the Board of Directors.

6.13 Proxy Voting. Voting rights of a Director shall not be delegated to another nor exercised by proxy.

6.14 Compensation. Voting directors and elected Officers shall not receive any compensation for their services.

ARTICLE 7 OFFICERS 7.1 Officers. The Officers of TSAE shall be a Chair, a Chair-Elect, Executive Director, and Immediate Past Chair to be elected by the membership of TSAE and to serve until their successors have been duly elected and assume office. The Immediate Past Chair shall serve for one (1) year immediately upon completion of his/her term as Chair. Officers shall oversee the annual evaluation and compensation review for Executive Director.

7.2 Qualifications for Office. Any Association Professional member in good standing shall be eligible for nomination and election to any elective office of TSAE, provided he/she has completed at least one (1) year as a member of the Board of Directors (at the time of installation).

7.3 Nomination of Officers. In accordance with the procedure specified in Article 6.4 the Nominating Committee shall prepare and submit to the members a slate of the elective officers. Any person nominated shall have given prior consent to nomination and election.

7. 4 Election of Officers: The Chair and Past Chair are automatic succession. The Chair Elect will be nominated and elected according to section 6.4. The Executive Director is hired by the Board of Directors.

7.5 Term of Office. Each elected Officer shall take office immediately upon installation. The Chair, Chair-Elect, and Immediate Past Chair shall serve for a term of one (1) year. Each elected Officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.

7.6 Re-election. No elected Officer having served one (1) full term shall be eligible for re-election to the same office, until at least one (1) year has elapsed.

7.7 Vacancies. Vacancies in any elective office may be filled for the balance of the term by the Board of Directors upon recommendation of the Nominating Committee.

ARTICLE 8 DUTIES OF OFFICERS 8.1 Chair. The Chair shall be the chief elected officer of TSAE and serve as chair of both the Board of Directors and Executive Committee. The Chair presides at the annual meeting. The Chair shall also serve as an ex-officio member of all TSAE Committees, except the Nominating Committee. The Chair shall appoint members to standing Committees, subject to approval of the Board, and Task Forces charged with carrying out the purposes and functions of TSAE.

8.2 Chair-Elect. The Chair-Elect shall succeed to the Chair position. The Chair-Elect shall act in the absence of the Chair. The Chair Elect shall serve as chair of the Governance Committee.

8.3 Immediate Past Chair: The Immediate Past Chair will serve as chair of the Nominating Committee. Past Chair will also Chair the annual evaluation process of the Executive Director, in conjunction with the Executive Officers, and report evaluation results to the Board.

ARTICLE 9 EXECUTIVE COMMITTEE 9.1 Authority and Responsibility. The Executive Committee may act in place and stead of the Board of Directors between meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such Executive Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board by mail, electronically or at the next Board meeting. Additional Executive Committee authority and responsibilities are outlined in the Board Policy Manual.

9.2 Executive Committee Configuration. The Executive Committee shall consist of the Chair, Chair-Elect, Immediate Past Chair and the Finance Officer, Foresight Officer, and Board Development Officer as appointed. The Executive Director shall serve ex-officio, without vote.

9.3 Qualifications of Executive Committee Members: The Finance, Foresight, and Board Development officers shall be current board members, will be nominated by the Chair-Elect (subject to approval of Board) each year, prior to being installed, as outlined in the Board Policy Manual.

Up to one Affiliate Member may serve as Finance Officer, Foresight Officer, or Board Development Officer. No two members from the same company may serve on the Executive Committee.

9.5 Quorum. A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The Chair shall call such meetings of the Executive Committee as the business of TSAE may require.

9.6 Telephone Conference or Electronic Meetings. Subject to the provisions of these Bylaws regarding notice and quorum, meetings of the Executive Committee may be convened via conference telephone or other electronic equipment that allows participants to communicate with each other.

9.7 Committee Action. Action taken by a mail or electronic ballot in which a majority of Executive Committee members indicate their agreement in writing, or decided on a telephone conference call, shall constitute a valid action of the Committee and reported at the next regular Board meeting or via meeting minutes or ballot summary.

ARTICLE 10 COMMITTEES/TASK FORCES 10.1 Committees and Task Forces. The Chair, with advice of the Executive Director, shall appoint standing Committee chairs and members and Task Forces chairs and will oversee the final approval of Task Force members as are necessary and which are not in conflict with other provisions of these Bylaws. The duties of any such Committees and Task Forces shall be outlined upon their appointment. The term of appointment shall be for one (1) year, unless otherwise noted.

10.2 Standing Committees (a) Finance Committee shall consist of members, all appointed by the Board Chair.

The Committee shall consist of the Finance Officer serving as Chair, two (2) members of the Executive Committee and no more than four (4) at-large members. (b) Nominating Committee shall It will consist of a maximum of six (6) Association Executive members, including two past chairs, one of whom is the Immediate Past Chair, who shall also serve as Chair of this committee.

Other

members should include the Chair Elect, the TSAE Executive Director (nonvoting), and two members from the general membership (one affiliate and one executive member).

The Board chair shall name the six (6) members.

No

member shall serve on the Nominating Committee for more than three (3) consecutive years.

(c) Board Development Committee shall consist of two board members, the Board Development Officer, and the one non- Board member.

The Board Development

Committee Chair will be named by TSAE Chair, subject to the approval of the Board of Directors. (d) Endorsement Committee shall consist of no fewer than five (5) and no more than seven (7) TSAE Members including the Chair-Elect. Members of the Endorsement Committee shall be named by the TSAE Chair, subject to the approval of the Board of Directors and shall serve for a two (2) year term. (e) Governance Committee shall consist of the Chair-Elect, two board members, a past chair, and the one non-Board member. Members of the Governance Committee shall be named by the TSAE Chair, subject to the approval of the Board of Directors and shall serve for a two (2) year term.

10.3 Quorum. A majority of Committee or Task Force members shall constitute a quorum for the transaction of business at any duly called meeting of the Committee or Task Force.

10.4 Compensation. Committee and Task Force chairs and members shall not receive any compensation. They shall not be reimbursed for any out-of-pocket expenses unless the Board of Directors approves such reimbursement.

ARTICLE 11 EXECUTIVE AND STAFF 11.1 Appointment. The Board shall employ a salaried staff head who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board.

11.2 Authority and Responsibility. The Executive Director shall be the chief executive of TSAE responsible for all management functions. The Executive Director shall manage and direct all activities of TSAE as prescribed by the Board of Directors and shall report to the Board. The Executive Director shall employ and may terminate the employment of staff members necessary to carry on the work of TSAE and fix their compensation within the approved budget. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of TSAE. The Executive Director shall

serve without vote as an ex-officio member of the Executive Committee and Board of Directors.

ARTICLE 12 INDEMNIFICATION AND INSURANCE The association shall indemnify its officers, directors, staff and other members in performance of official duties of the association by and through a policy of liability insurance in an amount and to the extent determined by the Board of Directors. Such indemnification shall be limited and restricted to coverage afforded by such insurance, unless otherwise approved by the Board of Directors.

ARTICLE 13 FINANCE 13.1 Fiscal Year. The fiscal year of TSAE shall be determined by the Board of Directors.

13.2 Bonding. A trust or surety bond shall be provided for appropriate officers and employees of TSAE. The Board shall determine the amount of such bond and the cost will be paid by TSAE. 13.3 Budget. With recommendations of the Finance Committee, the Board shall adopt an annual operating budget. Within sixty (60) days following the end of each annual fiscal period, the Board Chair shall furnish the membership with a financial report for the year just completed.

13.4 Audit. The TSAE Finance Committee shall recommend to the Board a certified public accountant to conduct and submit to the Board an independent annual audit of its accounts.

ARTICLE 14 DISSOLUTION TSAE shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure or be distributed to the members of TSAE.

On dissolution of TSAE, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations selected by the Board of Directors.

ARTICLE 15 AMENDMENTS 15.1 Substantive Changes. These Bylaws may be altered, amended, supplemented or repealed after any such changes, approved by the Board of Directors, are submitted to eligible members for a vote. Notice of proposed changes shall be presented to members in writing at least thirty (30) days before the voting occurs. The vote may be conducted in person at the annual meeting, by mail or electronic means. At least two-thirds (2/3) of the total number of members voting must vote in favor for the changes to be approved.

15.2 Non-substantive Editorial Changes. Editorial changes to the Bylaws may be made by a unanimous vote of the Board of Directors. If the Bylaws are altered, amended or supplemented in this manner, the changes shall not become effective until sixty (60) days after the membership has been advised of the changes.

Amended June 2009, September 2013, June 2015, April & September 2016, and November 2019, September 2024

BUDGET

& Commentary

Providing association professionals a community for collaboration, learning and leadership growth.

Budget Commentary This budget is designed to be conservative, sustainable, and directly aligned with the newly approved 2025–2028 Strategic Plan. It continues to fund the core programs, services, and operational needs that our members rely on, while also supporting targeted growth and innovation that advance TSAE’s long-term direction.

In building this proposal, staff used historical performance and stakeholder behavior to shape realistic revenue and expense assumptions, recognizing that external conditions and member engagement can shift year to year. Even with that uncertainty, the budget reflects disciplined cost control and a deliberate investment strategy focused on deeper impact, diversified membership and innovative practice adoption.

The FY26 budget also supports several specific priorities for the year ahead, including enhancements to existing programming, the return of high-value leadership development, and a new AI Immersion event intended to meet emerging needs in the field. Overall, this proposal positions TSAE to responsibly serve today’s members while building the partnerships and capacity required for tomorrow.

The strategic goals that guided our work are: Goal #1: TSAE will deliver deeper impact for association professionals in Texas by building new strategic partnerships and funding opportunities to strengthen its financial foundation and expand capacity.

Goal #2: TSAE will significantly expand and diversify membership by enhancing the personal and organizational return on investment through customized offerings, continuous feedback, and development of robust networks.

Goal #3: TSAE will champion the adoption of innovative practices among associations by proactively identifying emerging trends and solutions that propel the association industry forward and by modeling best practice.

Goal #4: TSAE will strengthen the unity and influence of the Texas association community by building government affairs capabilities.

Throughout the highlighted items below you will see area that relate to specific strategic goals color-coded to show which goal they align with (if any).

In addition to the above goals, TSAE is focusing on the following in 2026: -

Continuing offering innovative programming and experiences by continuing to enhance current offerings but also adding an AI Immersion for Associations Event.

Continually maintain our tight control on expenses that the staff has repeatedly been able to achieve year after year

REVENUE ASSUMPTIONS: - TSAE offers a sublease to APRO for office space with a slight increase starting in 2026 for a total of $11,550.

- TSAE Executive Director Speaking Engagements fees increased (+50%) due to the continued popularity of the offerings and staff time needed to execute these. In 2025 TSAE Executive Director was asked to speak at 7 in-person events in 2025 alongside 4 podcast guest episodes. Due to the nature of these presentations the demand will continue to increase amongst our community and beyond. With 4 speaking engagements already secured for 2026 - each a financial and exposure gain for TSAE. - Our Endorsed Provider – Darling Promo continues the relationship in 2025. Darling Promo is our official Endorsed Provider with their promotional products offering giving TSAE a % of revenue of order placed by TSAE members with the organization.

- Slight increase in (3%) Affiliate Membership Levels to that of 2025 due to the continued growth in that category. White predicting Association Professionals to be down slightly in comparison to 2025. While also budgeting for a decrease in Associate Member levels. Associate Members are our unemployed members, so this number is always hard to budget for - we like to be surprised in this line item and notoriously budget conservatively for this specific member category.

- Increase the CAE Virtual Study Group pricing by $100 for both members and nonmembers an increase in price has not occurred in 5 years in the Education & Seminars Budget.

- Decrease in 2026 Compensation Study sales (- 35%; $3,571) due to the Research Firm changing the requirement for participation. Participating SAEs must now make report free to members who submit data – an attempt to encourage participation. In the past TSAE offered a discount for participating associations. This is a mandate by the research firm in order to participate with significantly reduced costs in conducting the study amongst the 41 SAEs around the country.

- CEO Forum returns to the Fort Worth area event has done historically better in that area over the past few years offering rates to neighboring sister SAEs (OkSAE, NMSAE, LSAE) with a price increase for attendees. CEO/Volunteer Leader Workshop held in Fort Worth offering rates to neighboring sister SAEs (OkSAE, NMSAE, LSAE).to attract SAE members with ease of lift into DFW area also offered now at an increased registration fee as price increase has not occurred in 3 years adding $11,999 to CEO Strategies Budget - New in 2026 TSAE is launching Association Innovation: AI Immersion for Association Professions a full day program in February dedicated to Artificial Intelligence (similar to an event offered in 2024) but with a deeper look into AI focused on novices and experts. Located at the TCEA Conference Center makes us able to keep costs at a minimum -potentially adding $11k or more to the bottom line with $16k in sponsorships already committed. With $35,580 in registration fees for 150 attendees and $20,000 in sponsorship fees with $16,000 already committed this event lives in the Education & Seminars line item.

- New Ideas registration down in numbers slightly due to the longer travel required to get to Galveston Island vs. San Antonio in 2025. However, TSAE is recommending increasing the price tag of registrations by $50. This would help continue to cover rising costs to put on the event with that putting us slightly under 2025 at $489,875 - Accelerate TSAE is back in 2026. This program is essentially TSAE’s Leadership Academy. TSAE addressed over 30 interested parties with questions and interest from potential applicants. The program helps influence the workforce development for associations. +$9,950 in revenue to Education & Seminars.

- Adding an additional Meeting Planner Power Lunch for the DFW area. For the past two years TSAE has held this popular event in Austin area only. With interest now in the DFW area we will offer this program in that area with a new sponsorship already committed (+5K to Education & Seminars) - Significant increase in Education & Seminars for a few reasons. Education & Seminars is TSAE’s catch all for all of our non-signature events: Webinars, CAE Study Group, Learn@Lunch, Association 101, Meeting Planner Power Lunches, Accelerate TSAE, Mentorship Program and now the Artificial Intelligence event. In 2025 TSAE did not offer the Accelerate TSAE and hosted 1 Meeting Planner Power Lunch. This year we will host Accelerate and two Planner Power Lunches both have minimal expense in comparison to revenue – alongside the explanation already provided for the AI event.

- Despite working in collaboration now with the Texas Travel Alliance on the new

Women’s event we believe we are still able to maintain our registration levels for the event. Registration prices were increased by $25 to align with our partner TTA. EXEPENSE ASSUMPTIONS: - $520,319 for Salaries/Compensations for 2026 includes 5 Full Time employee with 1 PartTime employee. No staffing level changes recommended.

- Savings on $6k in General & Administrative budget with no longer needing to pay for cloud hosting of TSAE’s AMS on a physical server. With the recent version upgrade funded in 2025 – cloud hosting is now included in the AMS cost. Making working with a 3rd party cloud hosting company unnecessary.

- Decrease in overall IT Support Services (+3.3k) in General & Administrative Budget. The decrease comes from switching to a new IT providers mid- year in 2025 who did an audit of our systems and has found ways to offer similar methods but at less of an expense.

- Savings in Telephone (+$1560) in the General & Administrative Budget due to switching from VoIP phones to Microsoft Teams phones now included with our company Microsoft Office 365 Subscription.

- Staff Travel added for two staff in Membership Budget to attend the ASAE Fly-In in March 2026. Due to the large number of Texas participants, the Texas group is usually divided into two groups when participating in conversations on the US Capitol Campus. This would allow both staff members to serve as the ASAE assigned state leaders leading the groups that day. This opportunity usually also connects us to associations in Texas that are unfamiliar with TSAE. - Staff will continue to travel to Houston, DFW split in Membership Budget and Education & Seminars Budget areas for various member engagement offerings (TSAE Socials, Learn@Lunch). A commitment made to Houston SAE regarding holding programs in the Houston area at a minimum of four times a year – the budget reflects that while also maintaining a visible presence in the DFW area. TSAE will no longer offer in-person Breakfast & Belongings saving funds on staff travel in 2026.

- CEO Strategies Budget increase for speaker fees for CEO Forum to assist with securing quality and requested education offerings for CEOs. While the program relies on a number of member-driven content, there are a couple of popular speakers TSAE tries to bring to the event every year (outside of Texas) and a quality speaker.

- Increased postage to send a welcome letter to the new Texas legislators for the 2027 Legislative Session along with a TSAE member directory.

- With Accelerate TSAE returning costs associated with the program will return as well speakers, meals provided during the four offerings throughout the year adding expense to Education & General Budget.

- Speaker Travel added for the new (returning) Association Innovation Artificial Intelligence event in the Education & Seminars Budget.

- Based on the agreement with Texas Travel Alliance the fixed costs will be divided between the two organizations reducing our usual expenses for the event in the Women’s Summit budget – savings estimated at $24,000.

Conclusion In summary, TSAE’s proposed FY26 budget reflects a balanced approach: protecting the association’s financial health while still moving the Strategic Plan forward in meaningful, measurable ways. Revenue projections are grounded in historical trends and modest adjustments, with growth coming primarily from high-demand education, sponsorship strength, and carefully priced offerings rather than risky speculation. On the expense side, the budget maintains current staffing levels, preserves essential services, and continues the disciplined cost management TSAE has demonstrated consistently, even while making intentional investments in areas tied to member value and future positioning.

This budget keeps TSAE stable, responsive, and relevant. It funds what we must do well, supports what we should do better, and seeds what we need to do next. Staff believe it is a responsible plan for FY26 and recommend it for approval

Texas Society of Association Executives FY 2026 Budget FY 2026 YTD - BUDGET $ %

FY 2025 YE - FORECAST $ %

2026 BUDGET VS 2025 FORECAST $ %

REVENUES, GAINS & OTHER SUPPORT: Membership Revenue Executive Associate Affiliate CEO Premium Sub-Total Membership Revenue

210,772 2,480 112,875 14,481 340,607

12.5% 0.1% 6.7% 0.9% 20.2%

213,992 7,888 109,153 12,188 343,221

13.3% 0.5% 6.8% 0.0% 21.4%

(3,221) (5,408) 3,722 2,293 (2,614)

-1.5% -68.6% 3.4% 18.8% -0.8%

Other Revenue TSAE Social/Supporters Job Bank Education and Seminars CEO Strategies Publications TSAE Open Annual Conference Womens Summit Celebration Luncheon Board of Directors Endorsed Provider/Royalties Investment/Other Income In-Kind Support Sub-Total Other Revenue

42,000 15,984 123,539 89,950 145,218 73,250 493,870 74,777 73,500 30,000 13,855 15,300 155,035 1,346,277

2.5% 0.9% 7.3% 5.3% 8.6% 4.3% 29.3% 4.4% 4.4% 1.8% 0.8% 0.9% 9.2% 79.8%

42,000 16,656 49,878 84,087 126,577 79,610 504,594 94,394 81,625 27,000 36,782 37,258 82,550 1,263,011

2.6% 1.0% 3.1% 5.2% 7.9% 5.0% 31.4% 5.9% 5.1% 1.7% 2.3% 2.3% 5.1% 78.6%

(672) 73,662 5,863 18,640 (6,360) (10,724) (19,618) (8,125) 3,000 (22,927) (21,958) 72,485 83,266

0.0% -4.0% 147.7% 7.0% 14.7% -8.0% -2.1% -20.8% -10.0% 11.1% -62.3% -58.9% 87.8% 6.6%

TOTAL REVENUE

1,686,884

100.0%

1,606,231

100.0%

80,653

5.0%

529,711 46,620 57,671 89,758 17,964 45,111 4,784

31.4% 2.8% 3.4% 5.3% 1.1% 2.7% 0.3%

504,032 42,883 54,816 77,355 34,512 36,640 5,017

31.4% 2.7% 3.4% 4.8% 2.1% 2.3% 0.3%

25,679 3,737 2,854 12,402 (16,548) 8,471 (233)

5.1% 8.7% 5.2% 16.0% -47.9% 23.1% -4.7%

Meeting Expenses Audio-Visual Food & Beverage Speaker/Entertainment Décor General Expenses Facility Rental Subtotal Meeting Expenses:

111,800 220,475 59,750 100 23,200 22,606 437,930

6.6% 13.1% 3.5% 0.0% 1.4% 1.3%

137,917 218,020 54,559 32,599 23,354 466,449

8.6% 13.6% 3.4% 0.0% 2.0% 1.5%

(26,117) 2,455 5,191 100 (9,399) (748) (28,518)

-18.9% 1.1% 9.5% 0.0% -28.8% -3.2%

Rent Information Technology Dues & Subscriptions Telephone Insurance Office Expense Postage Printing Bank/CC/Payroll Processing Fees Promotional & Marketing Taxes Miscellaneous Interest In-Kind Support

113,397 68,254 4,582 3,971 10,738 2,050 1,900 35,693 13,750 15,156 6,250 7,692 155,035

6.7% 4.0% 0.3% 0.0% 0.2% 0.6% 0.1% 0.1% 2.1% 0.8% 0.9% 0.4% 0.5% 9.2%

109,804 71,609 6,115 1,560 3,461 16,386 826 2,938 52,671 20,389 1,066 82,550

6.8% 4.5% 0.4% 0.1% 0.2% 1.0% 0.1% 0.2% 3.3% 1.3% 0.0% 0.1% 0.0% 5.1%

3,593 (3,354) (1,533) (1,560) 510 (5,648) 1,224 (1,038) (16,978) (6,639) 15,156 5,184 7,692 72,485

3.3% -4.7% -25.1% -100.0% 14.7% -34.5% 148.2% -35.3% -32.2% -32.6% 0.0% 486.1% 0.0% 87.8%

1,668,017

98.9%

1,591,081

99.1%

76,936

4.8%

18,868

1.1%

15,151

0.9%

3,717

24.5%

PROGRAM EXPENSES: Wages & Salaries Payroll Taxes Employee Benefits Contracted Services/Labor Travel/Meals/Meetings Board of Directors Expenses Professional Development

TOTAL PROGRAM EXPENSES CHANGE IN NET ASSETS

$

$

$

BOARD

Agreement

TSAE Board Member Agreement BOARD MEMBER NAME: The Texas Society of Association Executives (TSAE) is a professional society governed by the Board of Directors.

This Board Agreement embodies guidelines and practices to be followed by all members of the TSAE Board. This Board Agreement reflects the values to which TSAE is committed on behalf of its members and profession. The intent of this Board Agreement is that each member will serve with integrity and conduct TSAE’s business with the best interests of TSAE and its members in mind. It is expected that all board members will follow the principles and guidelines set forth in this Board Agreement.

Vision TSAE is a thriving, diverse community of professionals; perpetually leading, shaping and advancing the association industry in Texas.

Mission Providing association professionals a community for collaboration, learning and leadership growth.

Core Values Servant Hearted: We are a people-first organization. At our core, we are here to be of service to our association professionals and partners who organize people to accomplish a purpose.

Connected: We exist to create connections and foster a diverse network of professionals in and beyond Texas that benefit our members and the society they serve.

Knowledge-Driven: We are a trusted partner for continuous learning and professional development. We have a commitment to modeling best practices for association management and advancing the profession.

TSAE Board Agreement (2024)

1

Innovative: We are committed to trying new things. We constantly scan the horizon to stay ahead of trends not only to advance our own organization, but also to help our members advance theirs.

Trustworthy: We approach our work with integrity knowing our members trust us to provide credible and reliable counsel. They look to us to help them grow their own careers and advance the associations they serve.

Diversity, Equity, Inclusion & Belonging Position Statement TSAE believes that Diversity, Equity, Inclusion, and Belonging (DEIB) are essential, interconnected pillars that create a thriving and inclusive organizational culture. We are committed to fostering an environment where every member feels valued, included, and empowered to contribute to their fullest potential. By embracing diverse perspectives, equitable opportunities, and inclusive practices, TSAE drives retention, engagement, and innovation. We strive to be a resource and model for our members and their organizations. By advancing meaningful DEIB initiatives where all members feel integral to our shared success, we strengthen our community and reinforce that we are Better Together!

TSAE Board Agreement (2024)

2

_______ Board Role Initial here

I have read and understand the Leadership Job Description provided. I pledge to:

1. To come prepared to discuss the issues and business to be addressed at scheduled meetings, having read the agenda and all background material.

2. To work with and respect the opinions of my peers who serve this board, and to leave my personal prejudices out of all board discussions.

3. To always act for the good of the organization and represent the interests of all people served by this nonprofit.

4. To represent this organization in a positive and supportive manner at all times.

5. To observe the parliamentary procedures and display courteous conduct in all board, committee, and task force meetings.

6. To refrain from intruding on administrative issues that are the responsibility of management, except to monitor the results.

7. To support in a positive manner all actions taken by the board of directors, even when I am in a minority position on such actions.

8. To never exercise my authority as a board member except when acting in a meeting with the full board, or as I am delegated by the board. _______ Fiduciary Responsibilities Initial here

The primary fiduciary duty of each board member is to act and exercise judgment in a prudent manner solely in the best interests of TSAE and its members. These primary legal include duty of care, duty of obedience, and duty of loyalty.

Duty of Care: Exercise ordinary and reasonable care, ensure prudent use of resources, exhibit honesty and good faith, including good judgment in making decisions, due diligence in preparation, attendance, participation and support, and fiscal responsibility.

Duty of Loyalty: Make decisions that are in the best interest of the TSAE over self, an individual board member, or any other individual or for-profit entity; recognize conflicts of interest; regularly assess Board performance; honor confidentiality; provide undivided allegiance to nonprofit’s mission.

Duty of Obedience: Ensure that TSAE is in compliance with applicable laws, regulations and ethical standards; complies with its own bylaws and policies and updates/creates policies; and that TSAE adheres to its stated mission and goals.

Duty of Foresight: Support the future of TSAE through intentional learning, shortterm sacrifice, and long-term action; this process involves imagining a range of futures, including unfavorable, favorable, and worst-case scenarios.

TSAE Board Agreement (2024)

3

_______ Initial here

Conflicts of Interest (See TSAE Conflict of Interest Policy) A conflict of interest occurs when an individual’s personal interests conflict with their responsibility to act in the best interests of TSAE. Personal interests include direct interests as well as those of family, friends, or other organizations an individual may be involved with or have an interest in. It also includes a conflict between a Board member’s duty to TSAE and another duty that the Board member has to another organization. A conflict of interest may be actual, potential or perceived and may be financial or non-financial.

It is the policy of TSAE and a responsibility of the Board, that ethical, legal, financial or other conflicts of interest are avoided and that any such conflicts (where they do arise) do not conflict with the obligations to the organization. TSAE will manage conflicts of interest by requiring Board Members and employees to avoid conflicts of interest where possible, and properly identify and disclose any conflicts of interest. A provided in TSAE Policies, members of the TSAE Board are required to disclose potential conflicts of interest or situations that might appear to be conflicts of interest relative to their service as an Association Officer or leader annually.

I have been made aware of and fully understand that any u disclosure of information on my part could result in an adverse impact on the organization, which is contrary to the principles of board membership. I acknowledge that the violation of this confidentiality agreement could result in immediate dismissal from the Board of Directors.

Identify All Related Organizations with Which You Are Affiliated (i.e., those organizations for whom you serve as director, officer, employee, agent, partner, consultant, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative) (use attachment if needed):

Please answer the following questions

Y N

Do you receive compensation or other material financial benefit as an Officer, Board Member, or key employee of TEXAS SOCIETY OF ASSOCIATION EXECUTIVES? TSAE Board Agreement (2024)

4

Other than reimbursement of reasonable expenses, have you received or do you expect to receive more than $1,000 per year from TEXAS SOCIETY OF ASSOCIATION EXECUTIVES for services provided as an independent contractor?

Did you have or do you expect to have any Material Financial Interest in an entity or individual that does business with TEXAS SOCIETY OF ASSOCIATION EXECUTIVES? Do you hold or organize activities that compete with TEXAS SOCIETY OF ASSOCIATION EXECUTIVES in the provision of services or in any other Contract or Transaction with a third party?

Do you or any Family Member receive compensation or material financial benefit from TEXAS SOCIETY OF ASSOCIATION EXECUTIVES? Do you have a family relationship or business relationship with any current or former Officer, Board Member, or key employee of TEXAS SOCIETY OF ASSOCIATION EXECUTIVES? If you answered “Yes” to any of the above, please explain (use attachment if needed):

_______ Confidentiality (See TSAE Confidentiality Policy) Initial here

TSAE Board of Directors are responsible for maintaining the confidentiality of the organization and/or data as it pertains to organization, members, staff, contractors, affiliates, management systems, and data.

I have been made aware of and fully understand that any unauthorized disclosure of information on my part could result in an adverse impact on the organization, which is contrary to the principles of board membership. I acknowledge that the violation of this confidentiality agreement could result in immediate dismissal from the Board of Directors.

Anti-Trust Because of potential federal anti-trust violations, no officer/board/committee/task force member is authorized to discuss supplier pricing, including menu prices, special event prices, etc., or to enter into contractual agreement on behalf of TSAE.

TSAE Board Agreement (2024)

5

_______ TSAE Board Values Initial here

Engage Authentically Ask questions and be curious. Get okay with being uncomfortable. To build trust with others, make it a brave space for you and other to show up as your/their whole self. You’re meant to be here. Your diverse insights and perspective are vital.

Land the Plane When it’s time to make the decision, we will make the decision and move forward together.

Govern with Accountability We hold ourselves and each other accountable to the mission and values of TSAE. Our commitment is shown through preparation, focus, intentionality, and data-driven decision making.

Lead with Foresight The Board is committed to continuously evolving and elevating its standards, ensuring excellence and integrity in every aspect of its operations sto set a benchmark for industry leadership and innovation.

_______ Initial here

TSAE Board Meeting Attendance In the Association leadership year (June-June), failure of a Board member to attend regularly scheduled Board meetings may result in the ineffectiveness of the Board and meetings.

2025-2026 Board Meeting Schedule (Subject to Change): June 19, 2025 (College Station); September 6, 2025 (San Antonio); December 2, 2025 (Austin); March 2025 (Date TBD; Fort Worth)

_______ TSAE Board Training Initial here

I have attended the TSAE annual board training/orientation and understand the legal and ethical responsibilities.

_______ TSAE Bylaws and Policies Initial here

I have reviewed TSAE Bylaws and Board Policy Manual and understand my role, the expectations of my office, and process for disclosing any conflict of interest, harassment, or complaints of illegal practices or serious violations of ethics, law, or TAGT governance documents. I commit to ensuring understanding of these documents as they are updated and edited.

TSAE Board Agreement (2024)

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I have read and understand my board member responsibilities as indicated above.

Board Member Name Board Member Signature

TSAE Board Agreement (2024)

Date

7

BOARD POSITION

Descriptions

LEADERSHIP JOB DESCRIPTIONS BOARD CHAIR

PURPOSE OF POSITION: The Board Chair is the chief elected officer of TSAE, and the chief representative and spokesperson for the Society, working in partnership with the Executive Director. The Chair symbolizes the Society and exercises personal leadership in fulfilling the duties of the office.

As the chief elected executive, the Chair leads the Board of Directors and the Executive Committee, and exercises those executive functions defined by TSAE’s governing documents.

The Board Chair represents TSAE, statewide and nationally, to members and others, and in this role strives to educate and motivate members and potential members, strengthen TSAE, promote TSAE principles and policies, fulfill TSAE goals, influence TSAE future directions, and implement the Board of Director’s direction.

TYPICAL DUTIES:  Presides at all meetings of the Board of Directors and Executive Committee; reviews agendas and minutes of both prior to distribution; works with Executive Director to determine content.  Exercises general supervision over the work and activities of the Board and Executive Committee.  Assumes a key role in the orientation and transition of the President-elect to the duties of President.  In concert with the Executive Director, ensures the Board of Directors, Executive Committee, and officers are fully informed on the conditions and operations of TSAE.  Works with the Executive Director in seeing that basic policies and programs designed to further the goals and objectives of TSAE are planned, formulated, presented to the Board of Directors, and executed following Board approval.  Provides bylaw/policy-defined input/approval of TSAE task force/committees chairs/members  Serves as ex-officio member of all committees, except the TSAE Nominating Committee.  Supports and defends policies and programs adopted by the membership, Board of Directors, and Executive Committee.  Communicates to the TSAE membership via email, when necessary.  Selects and presents TSAE Chair Award.  Promotes interest and active participation in TSAE on the part of the membership and communicates activities of the Board and TSAE.  Presides at General Sessions the New Ideas Annual Conference events alongside other large annual events (Women’s Summit, Membership, Marketing & Communications Conference) held by TSAE.  With the Executive Director, acts as spokesperson for TSAE to the press, the public, governments, and other organizations.  Identifies and raises awareness of policies, issues and priorities of concern for the Society and profession; focus is external to the Society.  Works with the Executive Director to ensure all charges, policies and resolutions of the Board of Directors and/or Executive Committee are carried out.  Alongside the Executive Director, represents TSAE at meetings with the American Society of Association Executives (ASAE) and may participate in the Association Societies Alliance (ASA) as requested.  Plays a key role in the TSAE’s national activities. If schedule allows, attends ASAE’s American Associations Day (usually held in March) and the ASAE Annual Meeting & Exposition (usually held in August) along with any TSAE hosted events held at these national meetings.  Advocates for TSAE policies and programs.  Actively recruits candidates for TSAE leadership positions (board, committees, task forces)  Provides introductory article/interview and photos, in concert with staff and publisher, for Association Leadership magazines  Must be able to accommodate some travel and time commitments to attend meetings and perform other duties as necessary to represent TSAE.

LEADERSHIP JOB DESCRIPTIONS BOARD CHAIR

TERM OF OFFICE:  Chair term is one year.

RELATIONSHIP TO OTHERS:  Accountable to the Board of Directors.  Guides the Board of Directors in seeing that the programs and policies of TSAE reflect the needs and aspirations of the membership.  Consults and advises with the Executive Director on all matters pertaining to TSAE policies, programs and finances.

KNOWLEDGE AND EXPERIENCE REQUIRED:  Must be a TSAE member in good standing and have served as a member of the Board.  Should possess the following leadership skills: confident communicator and presenter; strategic thinker; motivator; ability to work in teams; negotiator; conflict manager; and be a consensus builder.  Must have current knowledge and understanding of TSAE’s structure.  Preferably (although not required) has earned and maintained active status of the Certified Association Executive (CAE) professional designation offered by the American Society of Association Executives (ASAE).

LEADERSHIP JOB DESCRIPTIONS BOARD CHAIR-ELECT

PURPOSE OF POSITION: The Board Chair-Elect is one of the elected officers of TSAE working in partnership with the Executive Director. The Chair-Elect symbolizes TSAE and exercises personal leadership in fulfilling the duties of the office.

As an officer, the Chair-Elect assists in leading the Board of Directors and the Executive Committee, and exercises those executive functions defined by TSAE’s governing documents. The Chair-Elect shall succeed the Chair position.

The Chair-Elect represents TSAE, statewide and nationally, to members and others, and in this role strives to educate and motivate members and potential members, strengthen TSAE, promote TSAE principles and policies, fulfill TSAE goals, influence TSAE future directions, and assist in implementing the Board of Director’s direction.

TYPICAL DUTIES:  The Chair-Elect acts in the absence of the Chair.  The Chair-Elect serves as the Chair of the TSAE Governance Committee and is responsible for ensuring all TSAE Governing Documents are maintained, regularly reviewed, revised as necessary, and followed.  The Chair-Elect, with staff support, ensures a board needs assessment is conducted prior to board elections, conduct a needs assessment to assist the Nominating Committee identify needs.  The Chair-Elect shall nominate the three appointed Executive Committee Members (Foresight, Finance, and Board Development Officers) per TSAE Policy.  The Chair-Elect serves as a member of the New Ideas Task Force as well as a member of the TSAE Nominating Committee.  The Chair-Elect shall work closely with the Chair and Executive Director  In concert with the officers, ensures the Board of Directors and Executive Committee are fully informed on the conditions and operations of TSAE.  Works with the Executive Director and officers in seeing that basic policies and programs designed to further the goals and objectives of TSAE are planned, formulated, presented to the Board of Directors, and executed following Board approval.  Supports and defends policies and programs adopted by the membership, Board of Directors, and Executive Committee.  Promotes interest and active participation in TSAE on the part of the membership and communicates activities of the Board and TSAE.  Presides at the Closing General Session at the New Ideas Annual Conference event.  With the Executive Director, in the Chair’s absence, acts as spokesperson for TSAE to the press, the public, governments, and other organizations.  Identifies and raises awareness of policies, issues, and priorities of concern for TSAE and profession; the focus is external to TSAE.  Works with the officers and the Executive Director to ensure all charges, policies, and resolutions of the Board of Directors and/or Executive Committee are carried out.  Alongside the Executive Director, represents TSAE at meetings with the American Society of Association Executives (ASAE) and may participate in the Association Societies Alliance (ASA) as requested.  Plays a key role in the TSAE’s national activities. If schedule allows, attends ASAE’s American Associations Day (usually held in March) and the ASAE Annual Meeting & Exposition (usually held in August) along with any TSAE-hosted events held at these national meetings.  Advocates for TSAE policies and programs.  Must be able to accommodate some travel and time commitments to attend meetings and perform other duties as necessary to represent TSAE.  Actively recruits candidates for TSAE leadership positions (board, committees, task forces)

LEADERSHIP JOB DESCRIPTIONS BOARD CHAIR-ELECT

TERM OF OFFICE:  Chair-Elect term is one year.

RELATIONSHIP TO OTHERS:  Accountable to the Board of Directors.  Guides the Board of Directors in seeing that the programs and policies of TSAE reflect the needs and aspirations of the membership.  Consults and advises with the Executive Director on all matters pertaining to TSAE policies, programs and finances.

KNOWLEDGE AND EXPERIENCE REQUIRED:  Must be a TSAE member in good standing and have served as a member of the Board.  Should possess the following leadership skills: confident communicator and presenter; strategic thinker; motivator; ability to work in teams; negotiator; conflict manager; and be a consensus builder.  Must have current knowledge and understanding of TSAE’s structure.  Preferably (although not required) has earned and maintained active status of the Certified Association Executive (CAE) professional designation offered by the American Society of Association Executives (ASAE).

LEADERSHIP JOB DESCRIPTIONS IMMEDIATE PAST CHAIR

PURPOSE OF POSITION: The Immediate Past Chair is one of the elected officers of TSAE, and the has served most recently as the chief elected officer for TSAE. The Immediate Past Chair symbolizes historical knowledge and continuity in the leadership succession of TSAE. As the Immediate Past Chair, this position plays a vital role in determining the upcoming leadership of TSAE and leads the evaluation of the chief staff officer of TSAE. TYPICAL DUTIES:  Established a quorum at all meetings of the TSAE Board of Directors  Serves as chair of the Nominating Committee  Chairs the annual evaluation process of the Executive Director, in conjunction with the Executive Officers, and reports evaluation results to the Board.  In concert with the Executive Officers ensures the Board of Directors and Executive Committee are fully informed on the conditions and operations of TSAE.  Works with the officers in seeing that basic policies and programs designed to further the goals and objectives of TSAE are planned, formulated, presented to the Board of Directors, and executed following Board approval.  Supports and defends policies and programs adopted by the membership, Board of Directors, and Executive Committee.  Promotes interest and active participation in TSAE on the part of the membership and communicates activities of the Board and TSAE.  In conjunction with the Board Chair, presides at the Opening Sessions the New Ideas Annual Conference event.  Identifies and raises awareness of policies, issues and priorities of concern for TSAE and profession; focus is external to TSAE.  Assists Chair if need be in general supervision over the work and activities of the Board and Executive Committee.  Advocates for TSAE policies and programs.  Must be able to accommodate some travel and time commitments to attend meetings and perform other duties as necessary to represent TSAE.  Actively recruits candidates for TSAE leadership positions (board, committees, task forces) TERM OF OFFICE:  Immediate Past Chair term is one year.

RELATIONSHIP TO OTHERS:  Accountable to the Board of Directors.  Guides the Board of Directors in seeing that the programs and policies of TSAE reflect the needs and aspirations of the membership.  Consults and advises with the officers as well as the Executive Director on all matters pertaining to TSAE policies, programs and finances.

KNOWLEDGE AND EXPERIENCE REQUIRED:  Must be a TSAE member in good standing and have served as a member of the Board.  Should possess the following leadership skills: confident communicator and presenter; strategic thinker; motivator; ability to work in teams; negotiator; conflict manager; and be a consensus builder.  Must have current knowledge and understanding of TSAE’s structure.  Preferably (although not required) has earned and maintained active status of the Certified Association Executive (CAE) professional designation offered by the American Society of Association Executives (ASAE).

LEADERSHIP JOB DESCRIPTIONS BOARD DEVELOPMENT OFFICER

PURPOSE OF POSITION: The Board Development Officer is one of the elected officers of TSAE working in partnership with the Executive Director.

The Board Development Officer shall be tasked with facilitating the development and enhancement of the board's capabilities.

TYPICAL DUTIES:  The Board Development Officer serves as the Chair of the TSAE Board Development Committee  Responsibilities include organizing ongoing board development/training sessions, disseminating relevant learning opportunities (articles, etc), and ensuring continuous improvement through board evaluations and performance assessments between and during meetings.  The Board Development Officer shall work with the Chair-Elect to ensure all TSAE board development policies are maintained, adjusted, and obeyed.  Works with the Executive Director and officers in seeing that basic policies and programs designed to further the goals and objectives of TSAE are planned, formulated, presented to the Board of Directors, and executed following Board approval.  Supports and defends policies and programs adopted by the membership, Board of Directors, and Executive Committee.  Promotes interest and active participation in TSAE on the part of the membership and communicates activities of the Board and TSAE.  Identifies and raises awareness of policies, issues, and priorities of concern for TSAE and profession; the focus is external to TSAE.  Works with the officers and the Executive Director to ensure all charges, policies, and resolutions of the Board of Directors and/or Executive Committee are carried out.  Advocates for TSAE policies and programs.  Must be able to accommodate some travel and time commitments to attend meetings and perform other duties as necessary to represent TSAE. TERM OF OFFICE:  Board Development Officer term is one year RELATIONSHIP TO OTHERS:  Accountable to the Board of Directors.  Guides the Board of Directors in seeing that the programs and policies of TSAE reflect the needs and aspirations of the membership.  Consults and advises with the Executive Director on all matters pertaining to TSAE policies, programs and finances.

KNOWLEDGE AND EXPERIENCE REQUIRED:  Must be a TSAE member in good standing and have served as a member of the Board.  Should possess the following leadership skills: confident communicator and presenter; strategic thinker; motivator; ability to work in teams; negotiator; conflict manager; and be a consensus builder.  Must have current knowledge and understanding of TSAE’s structure.  Preferably (although not required) has earned and maintained active status of the Certified Association Executive (CAE) professional designation offered by the American Society of Association Executives (ASAE).

LEADERSHIP JOB DESCRIPTIONS FINANCE OFFICER

PURPOSE OF POSITION: The Board Finance Officer is one of the elected officers of TSAE working in partnership with the Executive Director.

The Finance Officer shall serve as the chair of the Finance Committee and shall present a report on the financial condition of TSAE at all meetings of the Board of Directors and at other times when requested by the Chair or Board of Directors. The Finance Officer shall oversee the budget, audit and tax filings.

TYPICAL DUTIES:  The Finance officer serves as the Chair of the TSAE Finance Committee which supports the presentation of a report on the financial condition of TSAE at all meetings of the Board of Directors and at other times when requested by the Chair or Board of Directors.  The Finance officer shall oversee the budget preparation and audit.  The Finance officer shall work with the Chair-Elect to ensure all TSAE Finance Policies are maintained, adjusted, and obeyed.  Works with the Executive Director and officers in seeing that basic policies and programs designed to further the goals and objectives of TSAE are planned, formulated, presented to the Board of Directors, and executed following Board approval.  Supports and defends policies and programs adopted by the membership, Board of Directors, and Executive Committee.  Promotes interest and active participation in TSAE on the part of the membership and communicates activities of the Board and TSAE.  Identifies and raises awareness of policies, issues, and priorities of concern for TSAE and profession; the focus is external to TSAE.  Works with the officers and the Executive Director to ensure all charges, policies, and resolutions of the Board of Directors and/or Executive Committee are carried out.  Advocates for TSAE policies and programs.  Must be able to accommodate some travel and time commitments to attend meetings and perform other duties as necessary to represent TSAE. TERM OF OFFICE:  Finance Officer term is one year RELATIONSHIP TO OTHERS:  Accountable to the Board of Directors.  Guides the Board of Directors in seeing that the programs and policies of TSAE reflect the needs and aspirations of the membership.  Consults and advises with the Executive Director on all matters pertaining to TSAE policies, programs and finances.

KNOWLEDGE AND EXPERIENCE REQUIRED:  Must be a TSAE member in good standing and have served as a member of the Board.  Should possess the following leadership skills: confident communicator and presenter; strategic thinker; motivator; ability to work in teams; negotiator; conflict manager; and be a consensus builder.  Preferred experience with association/nonprofit finances and service on the TSAE Finance Committee.  Must have current knowledge and understanding of TSAE’s structure.  Preferably (although not required) has earned and maintained active status of the Certified Association Executive (CAE) professional designation offered by the American Society of Association Executives (ASAE).

LEADERSHIP JOB DESCRIPTIONS FORESIGHT OFFICER

PURPOSE OF POSITION: The Board Foresight Officer is one of the elected officers of TSAE working in partnership with the Executive Director.

The Foresight Officer shall be responsible for overseeing strategic foresight within the board of directors.

Duties include conducting and facilitating environmental scans, tracking industry trends, facilitating meaning-making, and ensuring thorough, future-focused discussion and consideration in all board actions.

TYPICAL DUTIES:  The Foresight officer shall oversee the Board’s efforts to conduct regular environmental scans, keep Board informed of trends and emerging practices, ensuring they are studied and considered, and that future-focused thinking occupies a majority of the Board’s discussion.  Keep Board informed between meetings through sharing articles, blogs, new tools, and industry resources and encourages, as needed, discussion between board meetings (TSAE Community, email, etc).  Works with the Executive Director and officers in seeing that basic policies and programs designed to further the goals and objectives of TSAE are planned, formulated, presented to the Board of Directors, and executed following Board approval.  Supports and defends policies and programs adopted by the membership, Board of Directors, and Executive Committee.  Promotes interest and active participation in TSAE on the part of the membership and communicates activities of the Board and TSAE.  Identifies and raises awareness of policies, issues, and priorities of concern for TSAE and profession; the focus is external to TSAE.  Works with the officers and the Executive Director to ensure all charges, policies, and resolutions of the Board of Directors and/or Executive Committee are carried out.  Advocates for TSAE policies and programs.  Must be able to accommodate some travel and time commitments to attend meetings and perform other duties as necessary to represent TSAE. TERM OF OFFICE:  Foresight Officer term is one year RELATIONSHIP TO OTHERS:  Accountable to the Board of Directors.  Guides the Board of Directors in seeing that the programs and policies of TSAE reflect the needs and aspirations of the membership.  Consults and advises with the Executive Director on all matters pertaining to TSAE policies, programs and finances.

KNOWLEDGE AND EXPERIENCE REQUIRED:  Must be a TSAE member in good standing and have served as a member of the Board.  Should possess the following leadership skills: confident communicator and presenter; strategic thinker; motivator; ability to work in teams; negotiator; conflict manager; and be a consensus builder.  Must have current knowledge and understanding of TSAE’s structure.  Preferably (although not required) has earned and maintained active status of the Certified Association Executive (CAE) professional designation offered by the American Society of Association Executives (ASAE).

LEADERSHIP JOB DESCRIPTIONS DIRECTORS

PURPOSE OF POSITION: A Director represents the electing constituency as a member of the Board of Directors, the ultimate body responsible for the governance, strategic direction, policy setting, prioritizing Society programs, and allocating resources. As a member of the Board, Directors help monitor and steer the Society toward its goals. Also serves as “an ambassador of goodwill” for the association at all times, while advancing the association’s mission.

TYPICAL DUTIES:  Attends and participates in all meetings of the TSAE’s Board of Directors.  Employs and sets compensation for the Executive Director of the association.  Fills vacancies in any elected office of the association as requested by the Chair.  Approves nominations for each elected office including Chair, Chair-Elect, Foresight, Finance, and Board Development Officers, and Board members.  Approves the association’s operating budget each fiscal year.  Adequately prepares for all board meetings and makes efforts to be familiar with the association’s policies and procedures  Maintains confidentiality of all TSAE board discussions  Sets appropriate internal control procedures for the operation of the association  Approves necessary corporate resolutions and grants authority as appropriate to establish bank accounts, enters contracts and leases, and other corporate action.  Reviews the action of all association committees/task forces for consistency with short- or long-range policy/mission objectives.  Debates and establishes policy for TSAE.  Works with TSAE staff, members, and Board to accomplish and monitor TSAE goals and objectives.  Represents TSAE at other organizations and functions, as assigned.  Attends the TSAE New Ideas Conference and other signature events hosted by the association.  Actively promotes membership within TSAE to the industry as a whole  Promotes all activities of the association to other association industry professionals.  Other duties, as required and assigned.

TERM OF OFFICE: TSAE Board members serve a three-year term.



RELATIONSHIP WITH OTHERS:  Accountable to the Board of Directors.  Responsible to the Board of Directors and membership for seeing that the programs and policies of TSAE reflect the needs and aspirations of the membership.  Works closely with association elected officers and association staff as necessary to fulfill volunteer responsibilities FINANCIAL COMMITMENT: • Outside of the costs of attending the four (4) scheduled Board meetings annually there is no financial commitment to serving on the TSAE Board of Directors • The TSAE Board of Directors is NOT a fundraising Board.

• TSAE Board Members do not receive any compensation for their service (including complimentary registrations to programs or complimentary hotel stays).

• TSAE offers a travel stipend of up to $200 to attend the June Board Retreat since this is the only Board Meeting that takes place over two days.

KNOWLEDGE AND EXPERIENCE REQUIRED:  Must be a TSAE member in good standing.  Should possess the following leadership skills: confident communicator and presenter; strategic thinker; motivator; ability to work in teams; negotiator; conflict manager; and be a consensus builder.

STAFF RESPONSIBILITIES

Contact TSAE

8200 N. Mopac Expy, Suite 185 Austin, Texas 78759 512-444-1974 512-444-5821 (fax) www.tsae.org

TSAE Staff Steven J. Stout, FASAE, CAE – Executive Director steven@tsae.org; Cell: (512) 779-711 9 years with TSAE Steven serves as the chief staff officer of TSAE. He reports to the Board of Directors, carries out TSAE’s mission & goals, oversees overall administration and operation, and manages finances.

Aaron Hernandez, CAE – Education & Events Director aaron@tsae.org 13 years with TSAE Aaron coordinates all of the education for TSAE events, including webinars, Learn@Lunch, LeadHERship LIVE!, CEO Strategies Programs, New Ideas Annual Conference, CAE Study Courses, Webinars, and Celebration Luncheon. Aaron also is the logistical lead for almost all TSAE events.

Ronika Nash, CEM- Strategic Partnerships Director ronika@tsae.org 4 years with TSAE Nika develops, sells, and executes TSAE's sponsorships and strategic partnerships. She also oversees the TSAE Endorsed Provider program and serves as the logistics lead for TSAE Open and portions of the New Ideas Annual Conference.

Vacant – Marketing & Communications Director Oversees the overall communication initiatives for TSAE, including Association Leadership, emails, newsletters, social media, online community messaging, website, TSAE’s Knowledge Hub as well as TSAE’s brand management. This position oversees the execution of our podcast.

This position is the primary contact with our third-party providers in this space.

Brandon Owens – Membership & Engagement Director brandon@tsae.org 4 years with TSAE Brandon is responsible for overseeing all membership recruitment, engagement, and retention efforts.

He also coordinates membership orientations, the mentoring program, the newbie ambassador program as well as all TSAE Socials.

Carol Price – Administrative Specialist carol@tsae.org 1 year with TSAE Carol provides administrative support for stakeholders regarding general association inquiries, assists staff with various projects, assists with accounts payable and accounts receivables, and ensures smooth day-to-day office operations.

BOARD BRIEFINGS

Sample

Dear TSAE Board of DirectorsI hope you made it through the first month of 2026. Below are some updates you may find useful for the month of January regarding TSAE initiatives: HSAE/TSAE Legal Finish Line TSAE's attorney, Jonathan Blum with Holland and Knight, has been assisting us in our work with HSAE in prepping items they need to accomplish - per their own bylaws - to oƯicially file dissolvement papers with the Secretary of State. We have already completed everything needed on our end and are now waiting for HSAE volunteer leadership to do the same and then we can finally file with the Secretary of State to oƯicially dissolve HSAE – which is the final legal hurdle in HSAE's oƯicial dissolvement.

Educator-Nonprofit AI Summit: January 12 TCEA held an AI training event for education-based non-profits on Monday, January 12 at their conference facilities. Lori Gracey, CAE who serves as TCEA's Executive Director, invited me and Aaron to attend. Aaron and I were able to attend the program as registrants and learn some AI tools for ourselves but also this served as a great "site visit" for our own event on February 18 at the same location. Based on our experience we made some changes to our upcoming event (we believe for the better).

TASBO Western States ADEG Speaking Engagement: January 14 – January 15 Tracy Ginsburg, Ed.D., CAE executive director with the Texas Association of School Business OƯicials (TASBO) invited me to speak to her counterpart ASBO leaders from around the country that were meeting in San Antonio, TX. I was asked to facilitate a peer discussion amongst the group covering all sorts of topics, governance, technology, burn-out, work-life balance. It was great exposure for TSAE, and we secured a CAE Crash Course attendee from the event with the leader of NYASBO signing up in the room who is on her CAE journey.

Better by Association, TSAE Podcast Season 4, Episode 1 with Jodi Ann Ray & Eric Curtis – January 27> In our Season 4 premiere we sat down with Jodi Ann Ray, CAE, CCE, IOM, executive director of the Texas Society of CPAs, and Eric Curtis of Curtis Strategy, to discuss the major shifts expected in associations over the next decade. These two were great guests, especially when focusing on starting a brand-new year with lofty goals.

TSAE Monthly Newsletter Refresh We have given the monthly TSAE newsletter a face-lift. Hoping to make it easier to read and more appealing for our stakeholders. The new look went out on January 29th. If you did not, for whatever reason, receive the newsletter in your email box let me know and I am happy to resend to your attention.

CEO Forum/April Board Meeting RSVP & Room Request – NEXT WEEK I'll be sending these out next week in an individual post. For those CEOs/Executive Directors wanting to attend the CEO Forum that is tied to our Spring Meeting, TSAE will gladly make your hotel reservation for both events (CEO Forum & Board Meeting) on your behalf. While you still need to register for the CEO Forum on your own, we can make your hotel reservation for you. The link to request us to do so will be going out next week.

Texas Sleet/Ice Storm - January 23-24 A number of you reached out asking how the staƯ faired in the ice storm. Everyone was fine and made it through without losing power with plenty of provisions. Upon returning to the oƯice on that Wednesday, we did discover the oƯice internet was down and remained out for the entire week.

However, being a hybrid oƯice, the staƯ was able to work from home without any issue. I stayed at the oƯice and worked oƯ my VERY SLOW hot spot those days in case the internet company needed access to investigate. Our internet was restored over that following weekend. It was an entire area outage – nothing we did. The Association Societies Alliance Winter Meeting (the group of local SAE leaders) that I was scheduled to attend being held in Greenville, SC over those dates was canceled and shifted to virtual.

Open Mic AI> TSAE is launching a new program called Open Mic AI. This is a fast-paced, 15-minute online showand-tell where association professionals share how they're actually using AI in their day-to-day work. No slides required, no jargon expected - just real examples, quick demos, and honest lessons learned. Attendees drop in, grab an idea or two, and leave inspired to try something new with AI. Casual, practical, and a little bit experimental-just like AI itself. We'll be doing these many times throughout the year so I hope you can join us at one of them.

Member Community Hour> TSAE has shifted our new member Breakfast & Belongings to a diƯerent virtual oƯering now called Member Community Hour. While geared towards new TSAE members, anyone is able to attend free with TSAE membership. Members talk through the issues on their minds right now. Participants will share a current challenge or question, hear how peers in other associations are responding, and leave with practical ideas. There is no formal presentation, a facilitator guides the discussion and keeps the hour focused and useful. New and long-time members are welcome; this session works as a first step into the TSAE community or a quick way to stay connected and compare what others are seeing.

Association Innovation Lab> This is around the corner! We are excited to have 80 individuals registered so far with three sponsors for this event. Aaron has put together a great program alongside input from a focus group of AI enthusiasts in our membership. Click on the link above for more information. We have great speakers in attendance, including from Higher Logic and DelCor Technologies. These are two

national companies that we have been trying to engage for years – so we are excited about the opportunity.

Quick Items - January January 13 – Learn@Lunch: Understanding Team Needs During Change with Michelle Smith, Ph.D. with Smith Consulting and JJ Colburn, CAE with Strategic Association Management as presenters.

Sponsored by a NEW TSAE Sponsor – The Origin Hotel Austin. This event sold out QUICK and was at capacity with 41 attendees.

January 29 – CEO Corner OƯice Conversations once again sponsored by Visit Fort Worth kicked oƯ in 2026 with eleven attendees. These are monthly roundtables for association CEOs/Executive Directors where we discuss whatever the group likes – this particular oƯering seemed to focus a lot on AI and managing staƯ.

Upcoming Important February Dates February 3 – TSAE Transforming Leaders in partnership with Visit San Antonio – 75 registered February 4 – CAE Virtual Study Group Kick-OƯ February 5 – Open Mic AI – 50 registered February 11 – Member Community Hour> February 17 – Webinar: Building Your Association's Playbook for Alignment & Accountability> February 18 – Association Innovation Lab: AI Immersion for Association Professionals> February 19 – TSAE Nominating Committee Meeting February 25 – CEO Corner OƯice Conversations> February 26 – Open Mic AI> As usual, if you have any questions or concerns about anything included above please don't hesitate to reach out.

Best regards, Steven

-----------------------------Steven J. Stout FASAE, CAE Executive Director Texas Society of Association Executives Austin, TX ------------------------------

BOARD

Report Card

Board Report Card

Top Priorities

Name:

Q1

Q2

Q3

Introduce or share with TSAE ONE sponsor lead each year (invite them to signature events)

Introduce TSAE to membership prospects with whom you have developed a relationship Attend the TSAE Board of Directors’ meetings

Nominate ONE candidate to serve of the TSAE Board of Directors Attend ONE TSAE social and bring or invite ONE non-member (loop in staff)

Additional Priorities

Support staff requests to speak, facilitate, moderate, contribute, write articles, etc.

Send personal congratulatory notes to new CAEs (assisted by TSAE staff) Thank sponsors and partners with personal messages (assisted by TSAE staff) Encourage ONE person to serve on a TSAE committee Participate in a board engagement opportunity (such as posting in the community, attending a virtual event, etc.)

Attend at least one signature event (outside of New Ideas each year of service) General Part of the Board’s Role in Advancing TSAE and our Community Provide testimonials when asked regarding recruitment, events, and sponsorships Like, comment, and share TSAE’s social media activity Promote the CAE path amongst your own staff or colleagues Answer our Online Community questions (when asked by staff)

Q4

2025-2026

Board Minutes

Board of Directors Meeting Minutes June 19, 2025 Texas A&M Hotel and Conference College Station, TX Texas Society of Association Executives Board of Directors Meeting June 19, 2025 Texas A&M Hotel and Conference Members Present: Gloria Terry Shirley Robinson, CAE Paulina van Eeden Hill, CAE Angela Davis, MBA, CAE Mollie Pillman, MS, MBA, CAE Mark Allen, CAE Amy Brown Jancy Darling

Lucinda Hart, MBA, CAE Michelle Jackson, CAE Rachel Naylor Kristen Philips, MBA, CAE, IOM Andres Salas Lindsey Thompson Steven Stout, FASAE, CAE

Board Members Absent: Kate Johanns, CAE, Kanice Spears, CMP, Tyler Orwig Guests Present: Brad Junnila (Virtual) with All-in-One Accounting Staff Present: Kristy Coviello, MBA, Aaron Hernandez, CAE, Ronika Nash, CEM, Brandon Owens I. Call to Order: Board Chair Gloria Terry called the meeting to order at 8:33 a.m. Immediate Past Chair Paulina van Eeden Hill, CAE conducted a roll call and invited board members to share recent successes or celebrations. A quorum was present.

II. Consent Agenda Consent Agenda Items: • • • • • •

Board Agenda – June 19, 2025 March 26, 2025 - Board Minutes Education & Events Report Marketing & Communications Report Membership & Engagement Report Strategic Partnerships Report

Chair Terry referred to the Board of Directors all the support materials provided in the Board Book prior to the meeting for in-depth details.

After no further discussion, a motion was made, seconded, and passed to approve the amended consent agenda.

Following the approval of the consent agenda Ronika Nash, CEM and Brandon Owens left the meeting at 8:44am.

III. Finance A. Review of Financial Statements – Brad Junilla, All-in-One Accounting 1. Quick Financials Review Training Brad Junilla with All-in-One Accounting joined the meeting virtually at 8:47am. Junilla gave a brief training overview and the make-up of TSAE financials and what key indicators to look for when reviewing financials prepared for TSAE. While the TSAE Finance Committee reviews financials as well the board also receives copies at their meetings to review for acceptance.

Board of Directors Meeting Minutes June 19, 2025 Texas A&M Hotel and Conference College Station, TX Due to the nature of the report, there was no need for board approval.

2. Review of April Financial Statements – 4/30/2025 Junilla provided a detailed review of the financial statements highlighting trends and answering questions related to revenue recognition particularly around membership and event income.

After no further discussion, a motion was made, seconded, and passed to receive the April 2025 Financials as presented.

B. 2025 Budget Amendment Finance Officer Mollie Pillman, MS, MBA, CAE informed the board that the TSAE Finance Committee was bringing forth an amendment to the 2025 budget that has become necessary. In 2024, TSAE modified the way it recognized membership revenue. Due to the change in our processes the 2023 overstatement was left in the budget inadvertently, which created the appearance of a deficit in the membership dues line in early 2025 despite successful recruitment and renewal efforts. 2025 membership revenue has been reworked to include a projected 2% membership revenue increase WITHOUT prior year carryover funds included.

The December board approved budget projected a positive year-end of over 35k in revenue. The team has taken this opportunity to revise membership projections and adjust other revenue and expense items now that we have more knowledge of other factors for 2025. Our new projection provides for a positive year-end bottom line of just over 11k in revenue. This amendment is coming as a recommendation from the TSAE Finance Committee who reviewed and voted to recommend amending at their most recent meeting.

After no further discussion, a motion was made, seconded, and passed to approve the 2025 Budget Amendment as presented.

Following the motion Brad Junnila signed off virtually, exiting the meeting at 9:21am.

IV. Board Development & Foresight Discussion A. Board Development Discussion Board Development Officer, Angela Davis, MBA, CAE led the board in a discussion of a review of what is known as the board report card document asking for feedback on the document since it has not been reviewed by the board for two years. This discussion is to ensure that the report card still measures and captures what is important to the board to hold themselves accountable during their board service.

Davis also informed the board that an exit survey was done with the 2024-2025 TSAE Board of Directors recently and after this meeting TSAE leadership will be reviewing those responses to increase the effectiveness of the board meetings. She also announced that starting with this meeting at the end of every board meeting the board will be asked to complete a survey on the meeting to again ensure the meetings remain productive and beneficial to both TSAE and the board.

Due to the nature of the report, there was no need for board approval.

B.

Foresight Discussion: Immigration Driven Demography Foresight Office, Kate Johanns, CAE was unable to attend the board meeting but did provide discussion questions to Immediate Past Chair Paulina van Eeden Hill, CAE to lead the foresight discussion this meeting on the ASAE Foresight Works Drivers of Change: Immigration Driven Demography. Van Eeden Hill worked through the discussion with the board on the selected topic.

Due to the nature of the report, there was no need for board approval.

Board of Directors Meeting Minutes June 19, 2025 Texas A&M Hotel and Conference College Station, TX

V. Discussion/Action Items A.

Executive Director Report Executive Director informed the board of recent staff travels including Georgia Society of Association Executives Annual Meeting, HSAE Social, and speaking to the Washing Optometrists Association. Also announcing upcoming speaking engagements for TSAE invited by groups to lead best governance practices sessions, including guest spots on industry podcasts like Vista Cova’s Association Rockstars.

Stout informed the board that due to a strong storm at the end of May the TSAE office sustained some water damage in the office suite lobby and internal conference room. However, building management were working on the repairs hoping to be wrapped up in July.

He also informed the board of positive updates regarding tax reconciliation legislation that would extend the 2017 Tax Cuts and Jobs Act. Additionally, ASAE did not see the reintroduction of other harmful provisions that would have diverted nonprofit resources away from their missions. Stout reminded those board members attending ASAE Annual Meeting & Expo in Los Angeles in early August of the TSAE Social on August 9.

Stout in response to the three previous strategic initiatives. He mentioned several universities – particularly hospitality schools - in doing presentations on associations as a career path to students. The DEIB Committee is working on creating a DEIB survey for TSAE membership as well as putting forward some DEIB tools for the TSAE Knowledge Hub and writing pieces for the Association Leadership Magazine.

Due to the nature of the report, there was no need for board approval.

B. Risk Framework Process – Shirley Robinson, CAE, Chair-Elect Chair-Elect Shirley Robinson, CAE presented to the board a risk framework tool to help TSAE assess risk when making a decision on a difficult issue. A subcommittee of the board met after the March meeting to build this risk assessment framework tool. The tool can be used by leadership when assessing what avenue to take on a controversial issue. Robinson walked the board through tool that was created. After the presentation, the board went through a risk assessment exercise as a group to begin understanding how to approach these items. The board decided that in order to get comfortable and used to this decision framework is to go through the risk assessment process each meeting so the entire board can be comfortable utilizing the framework should a time come when that is needed.

Due to the nature of the report, there was no need for board approval.

VI. Executive Session The board did not have a need to go into Executive Session.

VII. Adjourn A. Gratitude Chair Terry thanked the members of the TSAE Board for attending this retreat and for being present over the past few days to assist TSAE in building what should prove to be a strong strategic future.

A motion was made, seconded, and carried to adjourn the TSAE Board of Directors Meeting at 11:58am.

9/6/25 Gloria Terry TSAE 2025-2026 Board Chair

Date

Board of Directors Meeting Minutes September 6, 2025 Grand Hyatt Hotel San Antonio River Walk San Antonio, TX Texas Society of Association Executives Board of Directors Meeting September 6, 2025 Grand Hyatt San Antonio River Walk Members Present: Gloria Terry Shirley Robinson, CAE Paulina van Eeden Hill, CAE Angela Davis, MBA, CAE Kate Johanns, CAE, Mollie Pillman, MS, MBA, CAE Mark Allen, CAE Amy Brown Jancy Darling

Lucinda Hart, MBA, CAE Michelle Jackson, CAE Rachel Naylor Tyler Orwig Kristen Philips, MBA, CAE, IOM Andres Salas Lindsey Thompson Steven Stout, FASAE, CAE

Board Members Absent: Kanice Spears, CMP Guests Present: Eric Curtis, Curtis Strategy Staff Present: Kristy Coviello, MBA, Aaron Hernandez, CAE, Ronika Nash, CEM, Brandon Owens I. Call to Order: Board Chair Gloria Terry called the meeting to order at 1:12 p.m. Chair-Elect Shirley Robinson, CAE conducted a roll call and invited board members to share recent successes or celebrations. Terry also issued a welcome to San Antonio and expressed gratitude to Visit San Antonio for hosting TSAE over the next few days at the New Ideas Annual Conference. It was established a quorum was present.

II. Consent Agenda Consent Agenda Items: • • • • • •

Board Agenda – September 6, 2025 Board Minutes – June 19, 2025 Education & Events Report Marketing & Communications Report Membership & Engagement Report Strategic Partnerships Report

Chair Terry referred to the Board of Directors all the support materials provided in the Board Book prior to the meeting for in-depth details.

After no further discussion, a motion was made, seconded, and passed to approve the consent agenda.

Following the approval of the consent agenda TSAE staff left the meeting at 1:27pm.

III. Association Business & Updates A. Finance Review of Financial Statement 6/30/2025 – Mollie Pillman, MS, MBA, CAE

Board of Directors Meeting Minutes September 6, 2025 Grand Hyatt Hotel San Antonio River Walk San Antonio, TX

With TSAE Accountant unable to attend, Finance Officer Mollie Pillman, MS, MBA, CAE reviewed the June financials with the board highlighting trends and answering questions.

After no further discussion, a motion was made, seconded, and passed to receive the June 2025 Financials as presented.

B. Executive Director Update – Steven J. Stout, FASAE, CAE Executive Director Steven J. Stout, FASAE, CAE provided an update to the TSAE Board of Directors of some operational and strategic areas since the last meeting. TSAE went through a planned AMS Upgrade in the summer, the upgrade has been completed which now offers staff cloud-access to the AMS from anywhere.

Since last meeting Stout mentioned he spoke at two organizations leadership meetings with their volunteer boards – Texas Chiropractic Association and the Texas Library Association. Each time Stout secures a speaking slot a required speaker fee is collected and given to TSAE. Over the summer TSAE had to make a sudden change to their IT support company due to the old company going out of business suddenly.

In July 2025 HSAE and TSAE held a join town hall in the Houston area to make the formal announcement of the two groups merging. In July all HSAE members were made TSAE members at no extra charge for the remainder of the membership year (April 31, 2026). The announcement was well received by everyone in attendance. Stout thanked Houston area board members – Mark Allen & Angela Davis – for attending and offering their support.

TSAE is also working with the Texas Travel Alliance in hopes to combine TSAE’s Women’s Summit and TTA’s Women in Travel event. Due to the nature of TTA’s membership consisting of hospitality and tourism destinations throughout the state the partnership could expose TSAE to a number of potential sponsors/members who are not currently engaged or aware of TSAE. While the details of the agreement is still being worked out between the two groups, TSAE hopes to have an announcement at the upcoming Celebration Luncheon in December 2025.

Finally, Stout mentioned both he and TSAE Chair Gloria Terry attended ASAE’s Annual Meeting in Los Angeles, CA. At the event TSAE held a Texas Reception with over 60 attendees. Finally, Stout provided the board updates on the New Ideas 2025 Annual Conference highlighting some of the offerings throughout the next couple of days.

Due to the nature of the report, there was no need for board approval.

IV. Foresight Discussion A. Foresight Discussion: Preventing AI Risks & Harms – Kate Johanns, CAE, Foresight Officer Foresight Officer Kate Johann’s CAE lead the board in a discussion on the Foresight Driver of Change: Preventing AI Risks & Harms within the ASAE Foresight Works offering. The board discussed various effects of Artificial Intelligence not only on the association landscape but on current and future workforce.

Due to the nature of the report, there was no need for board approval.

A. Board Development Discussion Board Development Officer, Angela Davis, MBA, CAE provided the board with an update to the recent version of the Board Report Card. This is a self-regulating tool the board is using to maintain various engagement levels during their tenure of service. She proposed some changes to the document:

Board of Directors Meeting Minutes September 6, 2025 Grand Hyatt Hotel San Antonio River Walk San Antonio, TX Moving the following items from ADDITIONAL PRIORITES to TOP PRIORITIES - Introduce/share with TSAE ONE sponsor lead/year (Invite them to signature events) - Introduce TSAE to non-members/membership prospects you have developed a relationship with - Attend TSAE Board of Directors Meetings Change the following existing items: - Nominate TWO candidates to serve on the TSAE Board of Directors. Change TWO to ONE. Add the following items: - Encourage ONE person to serve on a TSAE committee.

- Participate in a board engagement opportunity (e.g. posting in the community, attending a virtual event, etc.)

Board Development Officer asked the board for feedback on the proposed changes. The board agreed with the proposed changes, thanking Davis for her work. The report card will be updated with these changes for the next meeting in December 2025.

Due to the nature of the report, there was no need for board approval.

V. Discussion/Action Items A.

Strategic Plan Presentation Eric Curtis with Curtis Strategy returned to the board meeting after working the group in June at the Summer Board Retreat on building the 2025-2028 TSAE Strategic Plan.

Curtis reviewed the work done in June with the group and then reviewed the outcomes of the conversations.

Proposing a vision and mission for the Strategic Plan as well as four strategic goals to the TSAE Board of Directors for approval. After further discussion, the board made wording changes to the goals crafting the final versions as follows: Goal #1: TSAE will deliver deeper impact for association professionals in Texas by building new strategic partnerships and funding opportunities to strengthen its financial foundation and expand capacity.

Goal #2: TSAE will significantly expand and diversify membership by enhancing the personal and organizational return on investment through customized offerings, continuous feedback, and development of robust networks.

Goal #3: TSAE will champion the adoption of innovative practices among associations by proactively identifying emerging trends and solutions that propel the association industry forward and by modeling best practice.

Goal #4: TSAE will strengthen the unity and influence of the Texas association community by building government affairs capabilities.

Strategic Plan Vision TSAE is the essential community for all association professionals in Texas, delivering meaningful impact and nationally positioned to propel the association industry forward with expertise, innovation, and influence.

Strategic Plan Mission Providing association professionals a community for collaboration, learning, and leadership growth.

After reviewing the strategic plan the TSAE staff created an action plan on how to achieve the goals set forth that divides the areas into actions able to be taken by staff without compromising their capacity. Following the board’s approval an article will be published in TSAE’s Association Leadership Magazine describing the work

Board of Directors Meeting Minutes September 6, 2025 Grand Hyatt Hotel San Antonio River Walk San Antonio, TX done by the board as well as the final plan. The plan will also be posted on the TSAE website for anyone wanting to review.

After no further discussion, a motion was made, seconded, and passed to approve the TSAE 2025-2028 Strategic Plan.

B. Decision Making Exercise: Misinformation & Reputation Risk – Shirley Robinson, CAE, Chair-Elect Chair-Elect Shirley Robinson, CAE lead the board through a decision matrix exercise. At the previous board meeting where a matrix was approved it was also decided that the board would utilize the tool at each meeting and practice using the tool on decision scenarios. Robinson lead the group through the decision matrix exercise focusing on misinformation and reputation risk. When Robinson presented the scenario the board went through the steps of the matrix determining a potential call to action for TSAE in the scenario.

Due to the nature of the report, there was no need for board approval.

VI. Executive Session The board did not have a need to go into Executive Session.

VII. Adjourn A. Gratitude Chair Terry thanked the members of the TSAE Board for attending and looked forward to next few days at the New Ideas 2025 Annual Conference.

A motion was made, seconded, and carried to adjourn the TSAE Board of Directors Meeting at 5:01pm.

12/3/2025 Gloria Terry TSAE 2025-2026 Board Chair

Date

Board of Directors Meeting Minutes December 3, 2025 Downright Austin, A Renaissance Hotel Austin, TX Texas Society of Association Executives Board of Directors Meeting December 3, 2025 Downright Austin, A Renaissance Hotel Members Present: Gloria Terry Shirley Robinson, CAE Angela Davis, MBA, CAE Kate Johanns, CAE Mollie Pillman, MS, MBA, CAE Mark Allen, CAE Amy Brown Jancy Darling

Lucinda Hart, MBA, CAE Michelle Jackson, CAE Tyler Orwig Kristen Philips, MBA, CAE, IOM Andres Salas Lindsey Thompson Steven Stout, FASAE, CAE

Board Members Absent: Paulina van Eeden Hill, CAE, Rachel Naylor Guests Present: Elisa Pratt, MA, CAE, CVF (Virtual) Staff Present: Kristy Coviello, MBA, Aaron Hernandez, CAE, Ronika Nash, CEM, Brandon Owens I. Call to Order: Board Chair Gloria Terry called the meeting to order at 1:04 p.m. Chair-Elect Shirley Robinson, CAE conducted a roll call and invited board members to share recent successes or celebrations. It was established a quorum was present.

II.

Board Development Discussion: A. Board Development Officer, Angela Davis, MBA, CAE introduced the guest speaker to lead the Board Professional Development for the Winter Meeting. Elisa Pratt, MA, CAE, CVF with Brewer Pratt Solutions, LLC joined the board virtually to discuss the role of a board after the adoption of a strategic plan.

Discussing elements of launch, implementation, oversight, and recalibration.

Due to the nature of the report, there was no need for board approval.

Following her presentation Pratt logged out of the virtual setting and left the meeting.

III.

Consent Agenda Consent Agenda Items: • • • • • • •

Board Agenda – December 3, 2025 Board Minutes – September 6, 2025 Education & Events Report Marketing & Communications Report Membership & Engagement Report Strategic Partnerships Report Review and Receipt of Financials Through 10/31/2025

Chair Terry referred to the Board of Directors all the support materials provided in the Board Book prior to the meeting for in-depth details.

Board of Directors Meeting Minutes December 3, 2025 Downright Austin, A Renaissance Hotel Austin, TX

After no further discussion, a motion was made, seconded, and passed to approve the consent agenda.

Following the approval of the consent agenda TSAE staff left the meeting at 1:49pm.

IV. Foresight Discussion A. Foresight Discussion: Rejection of Expertise – Kate Johanns, CAE, Foresight Officer Foresight Officer Kate Johann’s CAE lead the board in a discussion on the Foresight Driver of Change: Rejection of Expertise within the ASAE Foresight Works offering. The board discussed various effects of rejection of expertise and how associations respond to the growing trend.

Due to the nature of the report, there was no need for board approval.

V. Association Business & Updates A. Review of 2026 Annual Operating Budget – Mollie Pillman, MS, MBA, CAE, Finance Officer Finance Officer Pillman reviewed the Annual Operating Budget with the Board with the assistance of Executive Director Steven Stout. Due to the early nature of the winter meeting, the Finance Committee was scheduled to meet next week to review the budget in detail. So, there was no approval required at this meeting.

Pillman mentioned that after the Finance Committee reviews the budget an electronic ballot will be sent out to the board for formal approval.

Due to the nature of the report, there was no need for board approval.

B. Strategic Plan Update – Steven J. Stout, FASAE, CAE, Executive Director Stout reviewed portions of the staff Strategic Action Plan with the board walking them through the matrix as to how the staff planned on achieving various goals through the time period of the plan. He also provided an overview of the approach staff will take in coming to the board when a specific objective or metric does not work and an adjustment needs to be made.

Due to the nature of the report, there was no need for board approval.

C.

Executive Director Update - Steven J. Stout, FASAE, CAE, Executive Director Stout reviewed with the board staff anniversaries since the last meeting. He also informed the board of a partnership with Curtis Strategies of offering a Board Assessment to associations. The assessment would be conducted by Curtis Strategies for a fee with TSAE receiving a percentage of the fee when TSAE members paid for the assessment. After further discussion, the board recommended allowing the TSAE Board of Directors to take the assessment to provide an opportunity to not only see the process but to promote their engagement with the assessment to encourage participation.

Stout reviewed various speaking presentations completed since the board’s last meeting including the State of Associations Virtual Webinar alongside leaders of South Carolina SAE and Arizona SAE, speaking at Mississippi SAE’s Annual Conference, and on the Association Rockstars podcast produced by Vista Cova.

Due to the nature of the report, there was no need for board approval.

VI.

Discussion/Action Items A. ASAE Trust Campaign – Steven J. Stout, FASAE, CAE, Executive Director Stout reviewed a recent campaign put forth by the American Society of Association Executives called “Trust Associations. An ask had been made to local SAEs to help promote the program. Stout informed the board of the details of the program and sought input into TSAE’s involvement with the campaign.

Board of Directors Meeting Minutes December 3, 2025 Downright Austin, A Renaissance Hotel Austin, TX

B. Decision Making Exercise– Shirley Robinson, CAE, Chair-Elect Chair-Elect Shirley Robinson, CAE lead the board through a decision matrix exercise. Robinson lead the group through the decision matrix exercise. When Robinson presented the scenario the board went through the steps of the matrix determining a potential call to action for TSAE in the scenario.

Due to the nature of the report, there was no need for board approval.

VII. Executive Session The board did not have a need to go into Executive Session.

VIII. Adjourn A. Gratitude Chair Terry thanked the members of the TSAE Board for attending and looked forward to the Celebration Luncheon tomorrow.

A motion was made, seconded, and carried to adjourn the TSAE Board of Directors Meeting at 5:01pm.

4/3/2026 Gloria Terry TSAE 2025-2026 Board Chair

Date

Board of Directors Meeting Minutes April 3, 2026 Omni Fort Worth Hotel Fort Worth, TX Texas Society of Association Executives Board of Directors Meeting April 3, 2026 Omni Fort Worth Hotel, Fort Worth, TX Members Present: Gloria Terry Shirley Robinson, CAE Angela Davis, MBA, CAE Kate Johanns, CAE Mollie Pillman, MS, MBA, CAE Mark Allen, CAE Amy Brown Jancy Darling

Lucinda Hart, MBA, CAE Michelle Jackson, CAE Rachel Naylor, CAE Tyler Orwig Andres Salas Lindsey Thompson Paulina van Eeden Hill, CAE Steven Stout, FASAE, CAE

Board Members Absent: Kristen Philips, MBA, CAE, IOM Staff Present: Aaron Hernandez, CAE, Ronika Nash, CEM I. Call to Order: Board Chair Gloria Terry called the meeting to order at 8:29 a.m. Immediate Past Chair Paulina van Eeden Hill, CAE conducted a roll call and invited board members to share recent successes or celebrations. It was established a quorum was present.

II. Consent Agenda Consent Agenda Items: • • • • • • •

Board Agenda – April 3, 2026 Board Minutes – December 3, 2025; December 19, 2025 Education & Events Report Marketing & Communications Report Membership & Engagement Report Strategic Partnerships Report Review and Receipt of Financials Through 1/31/2026

Chair Terry referred to the Board of Directors all the support materials provided in the Board Book prior to the meeting for in-depth details.

Van Eeden Hill asked to remove the Review and Receipt of Financials Through 1/31/2026 from the consent agenda to discuss further.

After no further discussion, a motion was made, seconded, and passed to approve the consent agenda while removing the January Financials.

TSAE Finance Officer Mollie Pillman, MS, MBA, CAE reviewed the financials with the Board of Directors. But also focused on year-end for 2025. With expenses coming in higher than expected at the last meeting there was a significant financial loss in 2025. Pillman mentioned to the board that the Finance Committee reviewed the financials last week. Pillman reviewed the major positive and negative variances 2025 then went into reviewing

Board of Directors Meeting Minutes April 3, 2026 Omni Fort Worth Hotel Fort Worth, TX

January 2026.

After further discission on how to stay informed of any surprise financial variances throughout 2026, the board requested going forward in 2026 to have a monthly forecast created alongside the monthly financial reports.

After no further discussion, a motion was made, seconded, and passed to receive the financials through 1/31/2026.

III. Board Development Discussion: A. Board Development Officer, Angela Davis, MBA, CAE reviewed the Board Report Card engagement with the board reviewing the scores from Q3 of the TSAE leadership year (June-June). She reviewed changes made to the report card at the beginning of the year with a focus on Sponsor Engagement, Member Engagement, and Event Engagement & Visibility.

Due to the nature of the report, there was no need for board approval. .

IV. Foresight Discussion A. Foresight Discussion: Volunteerism – Kate Johanns, CAE, Foresight Officer Foresight Officer Kate Johann, CAE lead the board in a discussion on the Foresight Driver of Change: Volunteerism within the ASAE Foresight Works offering. The board discussed various effects of volunteerism such as volunteer expectations and experiences as well as the challenge of capacity most associations are dealing with in this area.

Due to the nature of the report, there was no need for board approval.

Director Amy Brown left the meeting following the Foresight Discussion.

V. Association Business & Updates A. Executive Director Update - Steven J. Stout, FASAE, CAE, Executive Director Stout reviewed with the board staff anniversaries since the last meeting. Stout reviewed the number of Houston area events in 2026 with the board to identify the engagement opportunities of the Houston market. He also discussed the newest Certified Association Executive statistics from the December 2025 test with the board also identifying TSAE’s newest CAEs within our membership. He also reviewed with the Board his most recent travel and speaking engagements on behalf of TSAE – attending the Novi AMS Summit in The Woodlands, leading a Association History presentation at Strategic Association Management Staff Retreat.

Due to the nature of the report, there was no need for board approval.

B.

Strategic Plan Update – Steven J. Stout, FASAE, CAE, Executive Director Stout reviewed portions of the staff Strategic Action Plan with the board walking them projects that stem from the strategic goals identified by the Board of Directors: -

Revamping the Endorsed Provider Program to a Trusted Solutions Partner Program. With the work being almost completed TSAE staff hope to bring a formal program before the board in June 2026 for approval.

-

Establishing an Organizational Membership Category. Working with 1-2 organizations in 2026 as a testing environment for a potential launch I the 2027 Membership Year. Currently working with one organization who holds the organizational membership category allowing us to work through this throughout the year.

Board of Directors Meeting Minutes April 3, 2026 Omni Fort Worth Hotel Fort Worth, TX

-

Collecting more data from member interactions to help build TSAE Member Personas. TSAE gas added a component to our AMS in order to catalog staff to member interactions to assist our Membership Strategy Task Force created for the Strategic Plan.

-

Participating heavily in ASAE Advocacy Day speaking with Texas legislative staff to not only promote associations on a federal level but underly the importance of their work in Texas and begin building those relationships.

-

Leading Texas Associations through Emerging AI Technology. AI has been added heavily to our education offerings in 2026 with our AI Workshop, OpenMic AI shares, as well as the creation of the AI User community.

Due to the nature of the report, there was no need for board approval.

VI.

Discussion/Action Items A. Distinguished Life Membership – Gloria Terry, Chair Chair Terry informed the board that a letter of consideration had been submitted by former TSAE 20052006 Board Chair, Leslie Midgely, CAE, asking the board to consider asking the board to consider awarding TSAE Distinguished Life Membership to Bob James, CEO with Visit Fort Worth with his approaching retirement. Distinguished Life Membership is the highest honor given in TSAE. Per the TSAE bylaws, Distinguished Life membership may be awarded to any Association Professional or Affiliate member who has performed distinguished service to TSAE and who has been a member for ten (10) or more consecutive years. A nomination for Distinguished Life membership must be brought forward by a member of the TSAE Board of Directors and approved by at least a four-fifths (4/5) vote of the members of the Board of Directors present at the meeting. Distinguished Life members do not pay dues.

After no further discussion, a motion was made, seconded, and passed to award Bob Jameson Distinguished Life Membership within TSAE. Immediate Past Chai van Eeden Hill then proposed to the board to also consider awarding Lori Gracey, CAE for the same distinction with her recent retirement from TCEA. Gracey has been a longstanding member of TSAE who has served on several committees and the TSAE Board throughout her membership tenure.

The board inquired if there was an issue with awarding this distinction to two people within the same year learning previous boards have done so without a cause for alarm.

After no further discussion, a motion was made, seconded, and passed to award Lori Gracey, CAE, Distinguished Life Membership within TSAE. B. 2026-2027 Chair-Elect & Board Slate – Paulina van Eeden Hill, CAE, Immediate Past Chair Immediate Past Chair Paulina van Eeden Hill, CAE, informed the board that the 2026 Nominating Committee held interviews on Thursday, February 19. The committee was tasked with filling the following three Association Professional positions, one affiliate vendor position, and of course the Chair-Elect officer position. The committee reviewed 42 initial nominations and interviewed 12 final candidates. Immediate Past Chait van Eeden Hill outlined the next steps for the nomination process with the board after the slate is approved by the board, per the bylaws, the slate will be distributed to the entire membership allowing members 30 days to submit written nominations. If no names are submitted after 30 days the candidates are considered elected by acclamation

Board of Directors Meeting Minutes April 3, 2026 Omni Fort Worth Hotel Fort Worth, TX 2026-2027 Elected Officer & Director Positions Chair-Elect: Angela Davis, MBA, CAE with The Society for Pediatric Radiology Directors - One Year Terms Tony Abruscato with Texas Restaurant Association Directors – Three Year Terms Serena Bumpus with the Texas Nurses Association Kelly George, CAE with Strategic Association Management Michelle Jackson, CAE with Texas PTA Aaron Wolowiec, FASAE, CAE, CMP Fellow After no further discussion, a motion was made, seconded, and passed to approve the Nominating Committee.

C.

2026-2027 Executive Committee Nominations – Shirley Robinson, CAE, Chair-Elect Chair-Elect Shirley Robinson, CAE, reminded the TSAE Board of Directors with the bylaws update from 2024 the board also now appoints the remaining members of the TSAE Executive Committee. Robinson launched applications for those interested in serving and reviewed those submissions over the last few weeks. Based on those submissions Robinson is presenting her recommendations to the board for the 2026-2027 appointed leadership positions for approval.

2025-2026 TSAE Executive Committee Appointed Positions: Board Development Officer: Lindsay Thompson Finance Officer: Michelle Jackson, CAE Foresight Officer: Mollie Pillman, MS, MBA, CAE Robinson thanked the individuals for their willingness to further serve TSAE and looks forward to working together.

VII. Executive Session A motion was made, passed, and seconded for the TSAE Board of Directors to go into Executive Session A. DFWAE Discussion – Mollie Pillman, MS, MBA, CAE, Finance Officer Finance Officer Pillman informed the board of scheduled initial conversations with DFWAE leadership about merging with TSAE. Due to the nature of the report, there was no need for board approval.

B. Executive Director Review Update – Paulina van Eeden Hill, CAE, Immediate Past Chair Immediate Past Chair van Eeden Hill reviewed the TSAE Executive Director Annual Review process with the board.

After further discussion a motion was made, seconded, and passed to accept the Executive Committee’s recommendation for Executive Director compensation updates.

Another motion was made, seconded and passed to convene a task force to improve the evaluation and compensation structure process for TSAE’s Executive Director.

Board of Directors Meeting Minutes April 3, 2026 Omni Fort Worth Hotel Fort Worth, TX

A motion was made, seconded, and passed for the TSAE Board of Directors to come out of Executive Session.

VIII. Adjourn A. Gratitude Chair Robinson thanked the members of the TSAE Board for attending and looked forward to the Celebration Luncheon tomorrow.

A motion was made, seconded, and carried to adjourn the TSAE Board of Directors Meeting at 11:58pm.

Shirley Robinson, CAE TSAE 2026-2027 Board Chair

Date