The bylaws include thirteen articles. You will find the text of the articles below.

ARTICLE I
Name and Affiliation

Section 1. Name
The name of the organization is TxDLA, Inc. (Texas Distance Learning Association), hereinafter TxDLA.

Section 2. Affiliation
TxDLA is an affiliated chapter of the United States Distance Learning Association, registered and certified as a not-for-profit 501(c) (3) corporation organized under the laws of the State of Texas and operating under the laws of the United States of America .

Section 3. Certification
TxDLA became incorporated on March 23, 2004 , as a Texas nonprofit corporation authorized to conduct its affairs in Texas .

Section 4. History
TxDLA held its initial meeting on January 30, 1996 , in Austin , Texas , as a state chapter of the United States Distance Learning Association. TxDLA's inaugural charter was officially ratified in April of 1998. In the spring of 1999, TxDLA held its first autonomous conference in Waco , Texas , beginning a strong tradition of excellence in providing members with opportunities to access distance learning resources. In an effort to unite the diverse entities of Texas professionals in the rapidly expanding field of distance learning, the original intent of TxDLA was to provide its members with an accessible clearinghouse of useful information to be shared. This intent is reflected in the comprehensive mission statement and goals for the organization as outlined in Article II of these Bylaws.

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ARTICLE II
Object

Section 1. Mission
TxDLA is a nonprofit association formed to promote the development and application of all forms of distance learning and to implement effective distance learning strategies for Texans and other distance learning practitioners of the global community.

Section 2. Goals

A. Openness
TxDLA will provide an open forum and adequate representation to all distance learning professionals and organizations.

B. Resources
TxDLA will provide the resources necessary to meet the needs of members at all stages of distance learning development, at any level of activity, and through a variety of methodologies.

C. Connectedness
TxDLA will identify targets of opportunity that can benefit members and establish effective means of communication that facilitate members' focus on areas of interest.

D. Collaboration
TxDLA will establish a collaborative atmosphere in which members can come together to help each other and ultimately improve the distance learning community.

E. Service
TxDLA will serve both the membership and the distance learning community through a variety of programs.

F. Leadership
TxDLA will provide leadership in the distance learning community that effectively communicates issues, concerns, and developments for the improvement of distance learning in Texas as well as the international arena.

G. Recognition
TxDLA will provide recognition of outstanding achievements in statewide distance learning through an annual awards program.

H. Fun
TxDLA will provide a relaxed atmosphere in which all members can be comfortable and enjoy TxDLA activities.

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ARTICLE III
Members

Section 1. Classifications
TxDLA shall have two membership classifications: Student and Individual.

A. Student: Anyone who is a full-time student at a degree-granting institution.

B. Individual

Section 2. Qualifications
Membership in TxDLA is obtained through payment of annual dues for the designated membership year. Members whose dues have been paid for a specified membership year are "members in good standing" for that period. Participation as an officer, Board Member, committee member, or voting member in TxDLA shall be contingent upon status as a member in good standing.

Section 3. Membership Year and Dues
The membership year shall begin April 1st or the beginning of the annual conference, whichever is earlier, and extend until March 31st of the following year. Should the annual conference begin after April 1st, membership for the previous year will be extended until the beginning of the conference, at which time the membership must be renewed to remain a member in good standing. Membership dues shall be included in the full annual conference registration fees. Annual dues shall be in the amount as prescribed by the Board of Directors and published at least five (5) months in advance of a new membership year. Dues for memberships purchased within the last six (6) months of any membership year will be prorated at fifty percent (50%) of the cost of the applicable membership classification.

Section 4. Member Benefits
Membership in TxDLA will include numerous opportunities to network with other distance learning professionals and will provide access to a wealth of knowledge in a variety of distance learning-related publications and communications. Furthermore, TxDLA members may take advantage of regional groups established throughout the state to serve as localized communities for member-centered benefits. Regional groups are outlined in Article X of the Bylaws. TxDLA's Executive Partnership Council (EPC), described in Article IX of the Bylaws, provides members with a valuable resource for addressing distance learning needs, overcoming barriers, fostering collaboration and encouraging leadership development.

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ARTICLE IV
Membership Meetings

Section 1. Annual Meeting
A general membership meeting will be held annually on a date and at a place designated by the Board of Directors. Notification of the date and place of such meeting shall be announced to members at least thirty (30) days prior to the meeting.

Section 2. Special Meetings
Special meetings of the general membership may be held as called by the President, by a majority vote of the Board of Directors, or upon a petition filed with the Secretary by at least ten percent (10%) of the membership. The date and place of any such special membership meeting shall be announced to members at least two (2) weeks prior to the special meeting.

Section 3. Quorum
A quorum shall consist of ten percent (10%) of the membership.

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ARTICLE V
Officers

Section 1. Officers and Duties
The officers of TxDLA shall be President, President-Elect, Secretary, Treasurer, and Immediate Past-President.

A. Duties of the President
The President shall function as the executive officer of TxDLA, head the Executive Committee, preside at meetings, carry out instructions of the Board of Directors, represent the association at any state or national meetings designated by the Board, and perform other duties as delegated by the Board.

B. Duties of the President-Elect
The President-Elect shall serve as executive officer in the President's absence, serve on the Executive Committee and other committees as appointed by the President, and perform other such duties as delegated by the President or the Board of Directors.

C. Duties of the Secretary
The Secretary shall keep records of all membership, Executive Committee, and Board of Directors meetings, serve on the Executive Committee and other committees as appointed by the President, and perform other such duties as delegated by the President or the Board of Directors.

D. Duties of the Treasurer
The Treasurer shall oversee all financial matters of the association, chair the Finance Committee, serve on the Executive Committee and other committees as appointed by the President, and perform other such duties as delegated by the President or the Board of Directors.

E. Duties of the Immediate Past-President
The Immediate Past-President shall serve on the Executive Committee and other committees as appointed by the President and perform other such duties as delegated by the President or the Board of Directors.

Section 2. Nomination of Officers
Each nominee for an officer position must indicate to the Nominations and Elections Committee a willingness to serve if elected. The slate of nominees shall be submitted by the Nominations and Elections Committee in writing to the Board of Directors at least four (4) months prior to the annual general membership meeting.

Section 3. Election
Not later than January 15th of each year, the Nominations and Elections Committee shall prepare a ballot listing each candidate and make the ballot available to each member either electronically or by mail. Write-in votes will be accepted for individuals qualified to serve. The candidate with the most votes will be elected. Ballots must be received prior to the date of election as established by the Board of Directors. The ballots shall be counted by the members of the Nominations and Elections Committee, and the results of the election certified to the President who shall announce the results to the membership.

Section 4. Term of Office
The membership shall elect a President-Elect, who will serve for three years: the first year as President-Elect; the second as President, and the third as Immediate Past-President. The Secretary and Treasurer shall be elected for two (2) year terms in alternate years, so as to result in staggered terms of office. The term of office for all officers shall begin on July 1st of any given year and shall end on June 30th of the year in which the term expires.

Section 5. Vacancies
Should a vacancy occur in the Office of President, the President-Elect shall assume the duties of the President and serve the un-expired term of his/her predecessor and his/her own elected term. Should the President-elect office become vacant, the Board of Directors shall call for a special election following the nomination and election process as outlined in this article. The election shall be completed within forty-five (45) days of the President-Elect's resignation. Should the offices of Secretary or Treasurer become vacant, the Board of Directors shall appoint a member to complete such term of office. Should the office of Immediate Past-President become vacant, that office shall remain vacant for the duration of that term.

A. Nonperformance
An officer who does not perform his/her duties will be asked by the President to affirm his/her interest in continuing to serve. If nonperformance of duties by the officer continues, the President, with support of the majority vote of the Executive Committee, may ask that officer to resign from his/her office for nonperformance of duties. In the event the nonperforming officer is the President, the Board Chair will ask the President to affirm his/her interest in continuing to serve. If nonperformance of duties by the President continues, the Board Chair, with the support of the majority vote of the Board of Directors, may ask the President to resign for nonperformance of duties.

B. Resignation
An officer who desires to resign his/her position must submit a letter of resignation to the President. In the event the President desires to resign his/her position, he/she must submit a letter of resignation to the Board Chair.

C. Re-Affirmation
Prior to preparation of the ballot going to the general membership each year, the Nominations and Elections Chair shall confirm with each officer holding an un-expired term his/her desire to continue serving in that position.

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ARTICLE VI
Board of Directors

Section 1. Function and Authority
The affairs of TxDLA shall be managed by a Board of Directors, hereinafter, Board, which shall also be the governing body of TxDLA, serving as an advocate for the broader field of distance learning. The Board shall have the power to formulate policies of the organization consistent with its purposes and subject to any specific directions of the membership as duly adopted. The Board shall have authority to conduct all business pertaining to TxDLA, either in person or electronically, assuming responsibility for the management of the finances of the organization and acting as custodian of the property of TxDLA.

Section 2. Number, Tenure, and Qualifications
The members of the Board of Directors, hereinafter, Members, shall consist of the TxDLA officers as defined in Article V, at least ten (10) Members nominated and elected by the Board, and three (3) Members-at-large nominated and elected by the general membership in accordance with the procedures established in these Bylaws. Each Member, other than the officers whose terms of service are outlined in Article V, shall serve for a term of three (3) years and may serve up to two (2) consecutive terms, with the exception of the Parliamentarian, who may serve an unlimited number of terms. The term of office for Board Members elected to a full three-year term shall begin on July 1st of any given year and shall end on June 30th of their third year. The term for Members-at-large will be staggered such that the term for no more than one expires in the same year.

Section 3. Board-Elected Members
Members nominated and elected by the Board shall consist of at least one member from each of the following representative categories: K-12 Education, Higher Education, Vocational/Technical, Government/Military, Corporate/Private Sector, and Healthcare/Telemedicine. Members from each representative category shall serve as advocates for their constituencies. This advocacy may include, but is not limited to, identifying needs, promoting achievements, fostering leadership, and maintaining communication channels. Additional Members nominated and elected by the Board shall consist of a Chief Information Officer, an Executive Partnership Council Chair, and a Regional Group Development Chair, each of who shall chair a standing committee and whose duties are to execute the charge of those respective committees. There shall also be a Member nominated and elected to serve as Parliamentarian to ensure that meetings of the Board of Directors and Executive Committee are conducted according to Robert's Rules of Order and are in compliance with the Bylaws. The Parliamentarian may also be called upon to assist in other meetings as deemed necessary. The Parliamentarian is a non-voting Member of the Board.

Section 4. Nomination and Election of Board-Elected Members
The nomination and election process for Board-elected positions shall take place after the announcement of the Members-at-large election results. Each nominee shall have indicated to the Nominations and Elections Committee a willingness to serve if elected. The slate of nominees shall be submitted by the Nominations and Elections Committee in writing to the Board Chair. The Chair of the Nominations and Elections Committee will send out the ballot to the current Board Members and allow no more than two weeks for all votes to be submitted. Write-in votes will be accepted for individuals qualified to serve. The candidate with the most votes shall be elected. The ballots shall be counted by the members of the Nominations and Elections Committee, and the results of the election certified to the Board Chair who shall announce the results to the membership.

Section 5. Nomination and Election of Members-at-Large
The nomination and election process for Board Members-at-large shall be conducted concurrently with officer elections, by a vote of the general membership. Each nominee shall have indicated to the Nominations and Elections Committee a willingness to serve if elected. The slate of nominees shall be submitted by the Nominations and Elections Committee in writing to the Board of Directors at least four (4) months prior to the annual general membership meeting. Not later than January 15th of each year, the Nominations and Elections Committee shall prepare a ballot listing each candidate and make the ballot available to each member of TxDLA either electronically or by mail. Write-in votes will be accepted for individuals qualified to serve. The candidate with the most votes shall be elected. In the event there are multiple Member-at-large seats to be filled in a single election, all candidates for those seats will be pooled into a single ballot category. The term length for each position will correspond to the number of votes received. The candidate receiving the most votes will be elected to the longest available term. Beginning with the next longest term, each remaining position will be filled with the next highest vote recipient until all positions are filled. If any elected Member-at-large becomes unable to serve prior to assuming office, each remaining newly elected Member-at-large shall move up to the next available term of longer service with any vacant position(s) filled by the unsuccessful candidate(s) from the original election beginning with the next highest vote recipient. If there are still open positions after this process has been followed, the Board will nominate and elect individuals to fill such vacancies. Return ballots must be received by the date of election as established by the Board. The ballots shall be counted by the members of the Nominations and Elections Committee, and the results of the election certified to the Board Chair who shall announce the results to the membership.

Section 6. Nomination and Election of Chairman of the Board
The Members of the Board shall nominate and elect a Chair to serve for the entire term of the elected Board Chair's membership on the Board, subject to the Chair's consent each year to continue in that role and a subsequent affirmative vote of the Board. Officers are not eligible to serve as Chair. The Chair will preside at all Board meetings. If the Chair is unable or declines to preside at a meeting, the Chair may designate another Board Member to preside. Should the Chair fail or decline to designate another Member to preside at a meeting, the President shall preside. Should the Chairman of the Board position become vacant, a new Chair shall be nominated and elected by the Board within thirty days (30) of the vacancy. The Chair is also responsible for initiating all votes on Board business and if the Chair is unable to perform this duty, the President shall serve this function until the Chair is able to serve or a new Chair is elected.

Section 7. Vacancies
Any vacancy occurring on the Board in a Board-elected position shall be filled with a TxDLA member as nominated and elected by a vote of a majority of the remaining Board Members. Should a vacancy occur in a Member-at-large seat the Chair shall call for a special election following the nomination and election process as outlined in this article within sixty (60) days of the vacancy. Any Member elected to fill a vacancy shall serve for his/her predecessor's UN-expired term. This service does not count towards the term limitations for that individual.

A. Nonparticipation
A Member who does not participate in two consecutive board meetings as recorded by the Secretary in the meeting minutes will be asked by the Board Chair to affirm his/her interest in continuing to serve on the Board. With support of the Executive Committee, the Board Chair may ask a Member to resign from the Board upon his/her third absence from an official meeting during a term of office.

B. Resignation
A Member who desires to resign from the Board must submit a letter of resignation to the Chairman of the Board.

C. Reaffirmation
Prior to preparation of the ballot going to the general membership each year, the Nominations and Elections Chair shall confirm with each Member holding UN-expired board positions his/her desire to continue serving in his/her current position.

Section 8. Meetings
At least four (4) regular meetings of the Board shall be held each year at such times and such places and by such means as the Board may determine. Written notification of the time and place or the electronic means of access and proposed agenda shall be sent to each Member of the Board and shall be announced to the general membership at least two (2) weeks prior to each meeting unless the Executive Committee deems that emergency action is necessary, in which case this requirement can be waived. All members of TxDLA may participate in meetings and association business by electronic means whenever feasible and available and will be notified of opportunities for same. Synchronous or asynchronous electronic discussion and electronic voting by the Board or the general membership have the full effect as if they were conducted within a meeting held at a set time and place. When business is conducted electronically between meetings, items to be voted on by the Board or the general membership shall have a minimum one week discussion period and a minimum one week period for voting unless the Executive Committee deems that emergency action is necessary in which case these time periods can be adjusted to fit the circumstances.

Section 9. Quorum
A majority of the voting Members shall constitute a quorum. If less than a quorum of the Board is present at any scheduled meeting, a majority of the Members present may adjourn the meeting without further notice.

Section 10. Catastrophe
Notwithstanding any other provisions of the laws of the State of Texas or these Bylaws, if any emergency occurs resulting from a national or local disaster that causes a majority of the Board to be incapable of performing their duties because of death, physical disability, or difficulties of communication or transportation, the remaining Board Member(s) shall constitute a quorum for the sole purpose of filling any vacancies. The Member(s) so elected shall serve until such replaced Member(s) can perform their Board duties or until the Board acts to elect permanent replacements. Questions as to the existence of such an emergency, disaster, or incapacity shall be conclusively determined by the remaining Members.

Section 11. Personal Liability of Board Members

A. Elimination of Liability
To the fullest extent that the laws of the State of Texas, as now in effect or as hereafter amended, permit elimination or limitation of the liability of individual Members of the Board, no Member shall be personally liable for monetary damages or other penalties as such for any action taken or failure to take any action as a Member.

B. Nature and Extent of Rights
The provisions of this Section shall be considered to be a contract with each Member while they are serving, and Members of the Board will be deemed to be serving in reliance on these provisions. Any amendment or repeal of this Section or adoption of any Bylaw, or provision of the Articles of Incorporation which increases the liability of the Members of the Board shall encompass future actions of the Board only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, Bylaw or provision.

C. Liability Insurance
Current Board Members are eligible to be covered under the organization's Directors and Officers Liability Insurance. As part of the eligibility process, each Board Member must provide information as required for coverage.

Section 12. Code of Ethics

A. Employment
Board Members may not be employed by TxDLA on a contractual or full-time basis during their term of service.

B. Compensation and Expenses
Board Members may not receive compensation for performing the duties and responsibilities of their office. However, it is permissible to reimburse Board Members for justifiable expenses related to meetings and those incurred while carrying out the duties of office.

C. Conflict of Interest
Members should remove themselves from the voting process in circumstances where there is a potential conflict of interest.

D. Fiscal Prudence
Members shall ensure that all compensation/salaries paid to any employee of the organization will be reasonable for the services rendered and comparable with other like organizations. Likewise, Members shall ensure that the expense of any product or service paid for by the organization is fair and reasonable considering current market circumstances.

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ARTICLE VII
Executive Committee

Section 1. Composition and Authority
The Officers of TxDLA, along with the Chairman of the Board of Directors, comprise an Executive Committee presided over by the President or the President's designee. If the President fails to name a designee, the President-elect shall serve until such time as the President is again able to serve or to appoint a designee. The Executive Committee shall have all the functions and powers of the Board, subject to the general direction and control of the Board. It is the responsibility of this committee to aid the President, who functions as the Executive Officer of TxDLA, in carrying out the instructions of the Board of Directors and providing oversight of the day-to-day business of the organization. All members of the Executive Committee are voting members.

Section 2. Meetings
Meetings may be called by or at the request of the President or the Board Chair, as necessary, but it is recommended that meetings be held at least once a month. Notice of the time and place of any meeting or the electronic means of access shall be given to each member of the Executive Committee at least three (3) days prior to the date of such meeting. When feasible, regularly scheduled meetings should be scheduled several months in advance to maximize member availability.

Section 3. Quorum
A quorum of the Executive Committee shall consist of four (4) members with either the President or the Board Chair required to be in attendance.

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ARTICLE VIII
Committees

Section 1. Standing Committees
TxDLA shall use a number of standing committees, each charged with a specific purpose, to carry out the mission and goals of the association. The standing committees include: Awards Committee, Conference Committee, Finance Committee, Information Committee, Membership Committee, Nominations and Elections Committee, Public Policy Committee, and Regional Group Development Committee. These standing committees report to the President, with the exception of the Conference Committee which reports to the Board of Directors. The President may be a guest at any standing committee meetings.

Section 2. Composition of Standing Committees
Except where otherwise noted the Chair of each standing Committee shall be designated by the President and approved by the Board of Directors. Each committee shall consist of at least three (3) members recommended by the President with input from the Chair of the respective committee and approved by the Board. All members are appointed for a one-year term to coincide with the President's term of office. Committee members are not prohibited from serving consecutive terms. The President shall present these appointments to the Board for approval within thirty (30) days of assuming office. Should a chairperson or member vacancy occur or should the President desire to add additional members to a committee, the names of recommended replacements or additions should be presented to the Board for approval.

Section 3. Role and Purpose of Standing Committees

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

B. Conference Committee
It is anticipated that an annual conference will be held each year to provide members an opportunity to network, share experiences and knowledge, and view new vendor products and services. This annual conference also serves as the primary membership drive for the year and generates revenue for the association's operating budget. The conference planning is the responsibility of the Conference Committee, chaired by the President-elect or other designee appointed by the Board of Directors. The committee members are selected by the Conference Committee Chair. Given the large number of people involved with planning a conference and the need to respond quickly to situations that arise, the committee does not need to be approved by the Board of Directors; however, the list of committee members and their responsibilities should be provided to the Board.

C. Finance Committee
Sound fiscal management and financial stability is crucial to the continued success of the association. The Finance Committee, chaired by the Treasurer, shall advise the Board on fiscal matters and shall be responsible for all financial matters including developing the annual operating budget, expenditure guidelines, internal controls, and audits. The President, President-elect, and Immediate Past-President shall serve as members of the committee with at least two additional members appointed by the President. While the committee is responsible for the association's fiscal matters, it is the responsibility of any member in good standing with knowledge or perception of any financial irregularity to report such to the Finance Chair, President, or Chairman of the Board of Directors.

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

E. Membership Committee
The Membership Committee shall oversee the maintenance of accurate records of the membership and shall, in all appropriate ways, urge those eligible to become members of the association. All Board Members representing specific constituencies, as well as the Regional Group Development Chair, will serve as ex officio voting members on the membership committee.

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

G. Public Policy Committee
The Public Policy Committee will advocate TxDLA positions to policy makers including government officials, legislative committees, and agencies that influence actions. The committee will mobilize support statewide, actively participate in the ongoing discussions and debates on distance education within the state and nationally, and endeavor to be considered an active player by state and national officials.

H. Regional Group Development Committee
Regional Groups support distance education and implement the goals of the association on a regional basis. This committee is responsible for establishing and supporting regional groups as described in Article X. The Chairperson of this committee is appointed by the Board of Directors for a three-year term and serves as a Member of the Board of Directors. All regional group coordinators as well as the Chair of the Executive Partnership Council serve as ex officio voting members of the committee.

Section 4. Standing Committee Reports
The Chair of each standing committee shall regularly apprise the President of the committee's activities and shall provide a written report concerning such at each meeting of the Board of Directors.

Section 5. Other Standing Committees
The President or Board of Directors may propose other standing committees as deemed necessary for the purpose of carrying out the business of the association. Additional standing committees must be approved by the Board who will state the purpose and responsibilities of the committee. The Chair and members of any such standing committee shall be recommended by the President and approved by the Board.

Section 6. Special or Ad Hoc Committees
The President or Board of Directors may propose special or ad hoc committees as deemed necessary for a period of time. Such committees must be approved by the Board who will state the purpose and responsibilities of the committee and designate the estimated period of time to complete the required task. Should the Board create a special or ad hoc committee, the President shall appoint a Chair and members of the committee to carry out the purpose for which it was created.

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ARTICLE IX
Executive Partnership Council

Section 1. Purpose
The Executive Partnership Council (EPC or Council) furthers TxDLA's success in providing peer networking, information, and coordinated communication channels across the broad spectrum of its membership. In large part, achieving this goal depends on successful public/private partnerships. Public sector members benefit through an enhanced ability to make well-informed decisions when planning, purchasing, and implementing distance learning products and services. Private sector members benefit through an improved ability to identify the needs and characteristics of end-users of those same products and services. Both sectors benefit from TxDLA's basic philosophy of trust, commitment, and mutual collaboration. To help achieve this, the Council has four goals:

A. The EPC will foster dialogue and enable the dissemination and collection of information to benefit the public and private sectors as well as individual members;

1. Disseminating Information
The EPC shall disseminate information and provide advice to the Board of Directors and members about industry trends, opportunities for public/private partnerships in developing strategic plans, strategies that can be implemented to meet end-user needs, as well as other recommendations for ways to fulfill TxDLA's mission and goals.

2. Collecting Information
The EPC must also facilitate the collection of information from end-users and members about their needs regarding distance learning products and services, problems encountered, and which products/services effectively meet their needs.

B. The EPC will encourage collaborative public/private relationships and partnerships, fostered in honesty and integrity, and initiate Council activities to advance the cause of distance learning, TxDLA, and its members. Needs should drive innovation; therefore, these partnerships should be driven by the practitioners' needs and not corporate interests.

C. The EPC will participate at all levels of TxDLA including the Regional Group level where close collaborative relationships are encouraged.

D. The EPC will generate revenue for TxDLA by encouraging corporate sponsorships and financial assistance, participating in the annual conference exhibit hall, and supporting Regional Group meetings.

Section 2. Structure
The EPC, responsible directly to the Board of Directors, is comprised of members from public and private sector organizations that have made a commitment to substantially support or sponsor TxDLA operations and activities and others who will provide value to the process and input to the Council.

Section 3. Council Leadership and Composition

A. EPC Chair
The EPC Chair, nominated and elected by the Board of Directors as described in Article VI of these Bylaws, shall oversee the Council and work to ensure attainment of its purpose and goals. In order for public/private partnerships to be nurtured at all levels of TxDLA, the EPC Chair shall serve as a member of the Board of Directors and as an ex officio voting member of the Regional Group Development Committee.

B. Council Members
The Council shall consist of individuals, who are members in good standing of TxDLA, from both the public and private sectors that have expertise in diverse areas of distance learning. EPC members shall be recommended by the Council and appointed by a majority vote of the TxDLA Board of Directors. Appointment terms are for a three-year period but are to be reviewed and reaffirmed annually by recommendation of the Council and a majority vote of the Board. There are no limitations on the number of terms a member may serve on the Council.

C. Qualifications
Nominees to the Council shall be representatives of public or private organizations that have made a commitment of at least five-thousand dollars ($5000.00) over a maximum of a three-year period in cash, in-kind products or services, or a combination thereof, to support or sponsor TxDLA operations and activities. The Council will implement procedures to track contributions to ensure that those who qualify to serve are aware of the benefits and procedures for joining the Council. In addition to those members of the Council who qualify based on financial or in-kind support, there may be others who can provide a potentially signification contribution to TxDLA and the Council. Therefore, the EPC, with approval from the Board of Directors, may identify other methods for including representatives of public or private organizations on the Council.

Section 4. Duties of the Council

A. Activities and Conduct
The EPC should implement procedures and initiate activities to ensure that the goals identified for the Council are realized. It is expected that EPC members will contribute to TxDLA's overall success and mission and that Council activities will be conducted in a manner that ensures the general TxDLA membership will reap the benefits of mutual cooperation and access to timely and accurate information about products, services, and markets.

B. Meetings
Meetings of the EPC should be held at least four (4) times per year with written notification of the time, place, and proposed agenda provided to members at least two (2) weeks prior to each meeting. In addition, meetings with TxDLA's general membership are encouraged such as roundtable forums scheduled during the annual conference or in conjunction with Regional Group meetings.

C. Reports
The EPC shall provide regular and on-going reports to the Board of Directors and to the general membership as follows:

1. Quarterly Board Reports
The EPC shall present a written report at each quarterly Board meeting. Such report should discuss activities of the Council and provide information regarding member needs, industry trends, and potential barriers that could impact distance education. The report should also include a list of the current Council members with complete, up-to-date contact information.

2. State of Distance Learning Report
The Council shall present a written "State of Distance Learning Report " at least annually to the general membership. This report shall include:

a) a summary of Council activities for the current year;

b) a summary of Council findings during that year regarding the needs and characteristics of end-users of distance learning products and services with attention also given to discussing industry trends;

c) a summary of barriers to public/private partnerships identified during that year within the TxDLA organization and within the worldwide distance learning community that have state-level implications;

d) Council recommendations for TxDLA Board action to ameliorate or eliminate any identified barriers; and

e) Council recommendations for TxDLA Board action regarding opportunities that should be pursued that would benefit members and/or TxDLA.

D. Website Resource
Recognizing the importance of the dissemination and collection of information, the EPC shall moderate and maintain an ongoing resource/discussion area on the TxDLA website to provide members with access to the latest information.

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ARTICLE X
Regional Groups

Section 1. Purpose
Area Regional Groups, hereafter Regional Groups, support distance education and implement TxDLA's goals, specified in Article II of the Bylaws, on a geographic regional basis. In addition, Regional Groups:

A. provide input to the Board of Directors about how TxDLA can best encourage and utilize regional cooperation in developing strategic plans, implementing strategies to meet regional needs, and fulfilling TxDLA's mission and goals;

B. provide a local forum for distance education practitioners to meet, network, discuss relevant issues, and learn from experts;

C. initiate activities and promote partnerships that fulfill TxDLA's mission and goals; and

D. enhance the professional practice of distance education and the image of TxDLA.

Section 2. Structure
TxDLA supports Regional Groups and will help to form and sustain groups as requested by the organization's membership through the Regional Group Development Committee, as defined in Article VIII. Regional Groups do not charge membership dues, and although regional group members are encouraged to join TxDLA, membership in TxDLA is not required for participation in a Regional Group.

Section 3. Regional Group Leadership

A. Chair of the Regional Group Development Committee
The Chair of the Regional Group Development Committee serves to encourage the development and growth of Regional Groups and the attainment of each group's goals. The Chair, nominated and elected by the Board of Directors as described in Article VI of these Bylaws, serves as the liaison among the Board, Regional Groups, and the Regional Group Development Committee.

B. Regional Group Coordinators and Development Committee
Each Regional Group will appoint, by majority vote, one or more coordinators to plan and organize the group's development and activities. Coordinators, who must be members in good standing of TxDLA, are generally appointed for a two-year term with review and reaffirmation done each year by a majority vote of their respective Regional Group members. A Regional Group Coordinator may serve an unlimited number of terms. The Regional Group Coordinators serve as ex officio voting members of the Regional Group Development Committee, which is described in Article VIII of these Bylaws.

C. Regional Group Steering Committees
Regional Groups are encouraged to appoint steering committees to assist the Coordinator in helping the Group attain its mission and goals. Steering committee members may be nominated and appointed by the regional group membership or they may be appointed by the Regional Group Coordinator.

Section 4. Duties of the Regional Groups

A. Activities and Conduct

1. TxDLA's Success
Regional Groups, and their members, are expected to contribute to TxDLA's overall success, mission, and goals.

2. Group Management
Regional Groups are encouraged to operate in a relaxed, welcoming atmosphere. The Chair of the Regional Group Development Committee will work with the Regional Group Coordinators to find no-cost and low-cost ways of managing the groups. Regional Groups are encouraged to pursue in-kind support from Regional Group members and assistance from the Executive Partnership Council and the public sector.

3. Needs Identification
Regional Groups shall develop mechanisms such as surveys or focus groups to identify the needs and characteristics of their particular region and shall share this information with the Chair of the Regional Group Development Committee.

4. Partnerships
Each Regional Group is encouraged to promote partnerships that fulfill the goals of Regional Groups and TxDLA.

B. Meetings
It is recommended that Regional Groups hold at least four (4) meetings per year with written notification of the time, place, and proposed agenda provided to members at least two (2) weeks prior to each meeting. Regional Groups are encouraged to use the meeting formats that best serve the needs of the group. The Chair of the Regional Group Development Committee is available to work with the Regional Group Coordinators to formulate appropriate meeting agendas and opportunities to contribute to the success of the Regional Groups and TxDLA.

C. Reports
The exchange of information between the Regional Groups and TxDLA's Board of Directors and membership is critical to the attainment of the goals of TxDLA and the Regional Groups. Therefore, the following reports shall be completed as detailed below:

1. Quarterly Reports to the Board of Directors
The Chair of the Regional Group Development Committee shall present a written report quarterly to the Board of Directors. The report shall include a summary of activities from each regional group.

2. Annual State of the Regional Groups Report
The Chair of the Regional Group Development Committee shall submit a written "State of the Regional Groups Report" at least annually to the general membership. This report shall include:

a) a list of all Regional Groups and Regional Group Coordinators with their complete, up-to-date contact information;

b) a summary of each Regional Group's activities for the current membership year;

c) a summary of findings during that year regarding the needs and characteristics of each Regional Group;

d) any barriers to Regional Group partnerships identified during that year within TxDLA or the distance learning community that have state-level implications;

e) Regional Group recommendations for TxDLA Board action to ameliorate or eliminate barriers or improve upon weaknesses in the Regional Group system; and

f) Regional Group recommendations for TxDLA Board action regarding opportunities that should be pursued that would benefit Regional Groups and/or TxDLA.

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ARTICLE XI
Parliamentary Authority

The rules, guidelines, and procedures contained in the latest version of "Robert's Rules of Order" shall govern the business of TxDLA in all cases to which they are applicable and in which they are consistent with the Bylaws of TxDLA. In the event of a conflict between the Rules of Order and the Bylaws, such conflict will be resolved in favor of the Bylaws.

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ARTICLE XII
Amendment of Bylaws

Section 1. Initiation
Proposed amendments to the Bylaws may be initiated by the Board of Directors, standing, special, or ad hoc committees appointed for the purpose of recommending or proposing amendments to the Bylaws, or by petition of ten percent (10%) of the membership.

Section 2. Amendment
An amendment to these Bylaws shall be ratified by two-thirds (2/3) of the total votes cast and be effective immediately thereafter.

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ARTICLE XIII
Dissolution

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

Originally adopted by the membership: October, 2004

Revised by the TxDLA Executive Committee: August, 2005

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