ARTICLE 3
AUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Executive Board of Directors. The Executive Board of Directors shall include seats for seven members representing three members of the Board of Directors and the four founding entities of TPAE—Texas Tech University, Fredericksburg Independent School District, Midland College and the Pecos County/West Texas Spaceport Development TPAE.
Section 3.02. Executive Officers. The officers of the TPAE shall be a Chair, a Vice-Chair/Chair Elect, a Secretary, and Treasurer, as well as other offices as the Board of Directors may designate
Section 3.03. Board of Directors The Board of Directors shall include all Sustaining Members and all Advisory Members. These individuals and the Executive Board constitute the Board of Directors.. . Each entity has the right to be represented at meetings by more than one individual; however, only Board members have right to vote on any given issue.
Section 3.04. Authority of Directors. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the TPAE by law. Action by the Board must be approved by a quorum vote and ratified by majority vote of the Executive Board of Directors.
Section 3.05. Number, Selection, and Tenure. The Board of Directors shall consist of the number of members deemed necessary by the Executive Board. Selection is by nomination and quorum vote by the board. Any board member whose term expires can be re-nominated and voted in by the Board of Directors—as long as the founding entity wishes to participate under the auspices of TPAE. Board of Directors shall only include Sustaining Members and Advisory Members who serve four-year staggered terms
Section 3.06. Resignation. Resignations are effective upon receipt by the Secretary of TPAE by written notification.
Section 3.07. Regular Meetings. The Board of Directors shall hold at least two regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.08. Special Meetings. Special meetings shall be at such dates, times and places as the Board determines.
Section 3.09. Quorum. A Quorum shall consist of a majority of the Board attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
Section 3.10. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approve the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 3.11. Participation in Meetings by Conference Telephoned. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.12. Committee. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committee of the Board composed of at least two (2) persons which, except for an Executive Committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committee; establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the compensation.
Section 3.13. Nominating Committee. There shall be a Nominating Committee, composed of the Executive Chair and at least two (2) other members of the Board of Directors. Each member of the committee shall have one (1) vote and decision shall be made by the majority.
Section 3.14. Reimbursement. Directors shall serve without compensation with the exception that expense incurred in the furtherance of the TPAE business are allowed to be reimbursed with documentation and prior approval. In Addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
ARTICLE 4
AUTHORITY AND DUTIES OF OFFICERS
Section 4.01. Appointment of Officers; Terms of Office. The Officers of the TPAE shall be elected by the Board of Directors at regular meetings of the Board, or, in case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors.
Terms of office may be establish by the Board of Directors, but shall not exceed four (4) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.
Section 4.02. Resignation. Resignations are effective upon receipt by the Secretary of the Board of a written notification.
Section 4.03. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 3.08, whenever in the Board’s judgment the best interests of the TPAE will be served thereby. Any such removal shall be without prejudice to the contracts rights, if any, of the person so removed
Section 4.04. Chair The Chair shall be a director of the TPAE and will preside at meetings of the Board of Directors. The Chair shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.
Section 4.05. Vice-Chair/Chair Elect: The Vice-Chair shall be a director of the TPAE and will preside at meetings of the Board of Directors in the absence of or request of the president. The Vice-Chair shall perform other duties as requested and assigned by the president, subject to the control of the Board of Directors
Section 4.06. Secretary. The Secretary shall be a director of the TPAE and shall keep the minutes of all the meetings of the Board of Directors in the books proper for that purpose. The Secretary shall perform such other duties as occasionally may be assigned by the Board of Directors.
Section 4.07. Treasurer. TheTreasurer shall also report to the Board of Directors at each regular meeting on the status of the council’s finances. The Treasurer shall work closely with any paid executive staff of the TPAE to ascertain that appropriate procedure are being followed in the financial affairs of the TPAE, and shall perform such other duties as occasionally may be assigned by the Board of Directors.
Section 4.08. Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the TPAE. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board.