Association of Texas Graduate Schools (ATGS)
Constitution
Article I
Name: The organization shall be called the Association of Texas Graduate Schools (ATGS).
Article II
Membership: Membership in the Association is open to accredited public or private institutions of higher education in Texas that offer graduate programs, as well as system offices of the respective universities. Each institution or system office shall designate an official representative, who will hold the voting rights for that institution.
Definitions: For purposes of this Constitution, “institution” refers to an accredited Texas college, university, or university system office offering graduate-level education. By ”graduate-level” is meant any form of graduate instruction leading to a degree normally recognized beyond that of the Bachelor's. “Designated representative” refers to the individual formally appointed by the institution to participate and vote on its behalf (usually the Graduate Dean or equivalent). “Membership” refers to institutional membership, not individual. Only the designated representative may vote on official Association business. Others from the same institution may attend, serve on committees, and hold office (except where restricted), but shall not vote.
Article III
Aims and Purposes: The aims and purposes of the Association shall be the advancement of graduate instruction by providing an opportunity for the discussion and consideration of ideals, aims, and current problems common to the graduate programs in Texas. The Association is not an accrediting agency, and participation in its program is purely voluntary. This organization is organized exclusively for charitable, educational, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
Article IV
Officers: The officers for the Association shall be a President, President-Elect, Secretary, and Treasurer, to be elected by the Association. These four officers and the retiring Past-President of the Association shall constitute the Executive Committee.
Terms: The President-Elect and President shall hold office for one (1) year, and the Secretary and Treasurer shall serve for staggered three (3) year terms. Except by unanimous consent of the Association at an annual meeting, the President-Elect and President may not succeed themselves; however, the Secretary and Treasurer may succeed themselves indefinitely.
Article V
Eligibility: Officers of the Association must be designated representatives of member institutions in good standing.
Duties of the Officers: The duties of the officers shall be such as are normally ascribed to the following offices:
· The President shall preside at the meetings of the Association and act as Chairperson of the Executive Committee.
· The President-Elect shall assist the President and prepare to assume the role of President the following year.
· The Secretary shall take the minutes, maintain organizational records, and disseminate communications to the membership. All official records, including meeting minutes, governing documents, and election results, shall be retained in accordance with applicable state and federal laws. The Secretary, or a designated administrative support staff member, shall ensure that these records are organized and accessible. Approved meeting minutes shall be published on the official Association website in a timely manner. Records shall be made available to member institutions upon request, subject to reasonable administrative procedures and any applicable confidentiality considerations.
· The Treasurer shall maintain the bank account and financial records of the Association, as well as pay expenses incurred by ATGS, and prepare an annual financial report for review by the Executive Committee and membership. The Treasurer shall ensure compliance with applicable financial policies, procedures, and state and federal regulations governing nonprofit organizations, including timely filing of tax documents and any required reports to maintain the Association’s tax-exempt status (e.g., IRS Form 990, if the Association is organized under Section 501(c)(3) of the Internal Revenue Code). The Treasurer shall coordinate with the Finance Committee to ensure fiscal transparency and accountability.
· The Past-President shall provide continuity and institutional memory and assist with special projects or committees as requested.
The Executive Committee: The Executive Committee shall determine the time and place of the annual meeting, prepare the program thereof, and, in general, act on behalf of the Association when it is not in session. The Executive Committee shall appoint such committees from time to time as it deems advisable for the conduct of the affairs of the Association. All acts of the Executive Committee shall be subject to revision by the Association. Ordinary and reasonable expenses incurred by officers in the execution of their duties may be reimbursed with prior approval by the Executive Committee.
Vacancies: In the event of a vacancy in any elected office, the Executive Committee shall appoint a qualified representative from a member institution to serve for the remainder of the unexpired term. Such appointments shall be reported to the membership at the next annual meeting.
Article VI
Meetings: The Association shall hold an annual meeting in the fall on such date and location as determined by the Executive Committee. The annual meeting shall include a formal business meeting open to all designated representatives of member institutions. The President or the Executive Committee is to call other meetings of the Association when such meetings are desirable.
Article VII
Limitation and Voting Power: There shall be no limit to the number of representatives from any one institution participating in the affairs of the Association. However, all representatives from a single institution shall collectively have only one vote, which shall be cast by the institution's designated representative.
Voting on Association matters, including officer elections and constitutional amendments, shall typically occur at the annual meeting. However, the Executive Committee may authorize secure electronic voting (e-voting) in advance of or following the annual meeting to ensure broad participation. Each institution’s designated representative may vote electronically or in person. Proxy voting shall be permitted if authorized in writing by the designated representative and submitted to the Secretary in advance of the vote.
Article VIII
Quorum For Meetings: Those of the membership present at a duly publicized meeting shall constitute a quorum. This quorum applies to all business conducted at the meeting, including officer elections and constitutional amendments.
Quorum for Electronic Voting Outside of Meetings: When voting is conducted electronically outside of a formal meeting, quorum shall be defined as participation by at least 50% of the designated representatives of member institutions. The duration and procedures for such electronic voting shall be established by the Executive Committee to ensure equitable access and adequate notice.
Article IX
Finances: Each member institution shall pay an annual membership fee by the time of the annual meeting. This fee shall be determined by the Association upon recommendation of the Executive Committee. The Executive Committee may establish a registration fee for each person attending events or meetings.
Article X
Powers: The actions of the Association are advisory and are expressions of the opinions of the members. The Association's services are available to any institution upon request; however, the Association has no jurisdiction over individual graduate programs. In carrying out its program of advancing graduate instruction in Texas, the Association shall cooperate to the limit of its powers with the Texas Higher Education Coordinating Board (THECB), the Association of Texas Colleges (ATC), the Conference of Southern Graduate Schools (CSGS), the Council of Graduate Schools (CGS), the Southern Association of Colleges and Schools Commission on Colleges (SACSCOC), and any other properly constituted groups connected with graduate education.
Article XI
Amendments: The constitution of the Association may be amended upon the recommendation of the Executive Committee by a two-thirds vote of the official representatives of member institutions voting. Proposed amendments must be distributed to all member institutions at least thirty (30) days prior to the vote. Amendment votes may be conducted at the annual meeting or between business meetings by electronic means, including, but not limited to, email, web-conferencing, video-conferencing, or telephone conferencing.
Article XII
Association Committees: The Executive Committee shall appoint standing and ad hoc committees to support the mission and operations of ATGS. At a minimum, the following standing committees shall be maintained:
· Finance Committee: Oversees financial planning, reviews the Treasurer’s annual report, and ensures fiscal transparency and accountability.
Committee Establishment: The Executive Committee may establish additional committees or dissolve them to advance the goals of ATGS. All committees and members shall be appointed by the Executive Committee. Members of committees may include individuals from ATGS member institutions who are not part of the Executive Committee. Members shall serve staggered two- or three-year terms, as determined by the Executive Committee, to ensure continuity of leadership. Suggested committees may include:
· Nominating Committee: Identifies, recruits, and recommends candidates for officer positions and Executive Committee membership.
· Program Planning Committee: Assists in organizing the annual meeting and other events.
· Membership and Engagement Committee: Promotes member involvement, assists with outreach, and supports communication efforts.
· Awards and Recognition Committee: Identifies and reviews nominations for individuals or institutions contributing to the mission of ATGS.
Article XIII
Executive Director or Administrative Support: The Association may appoint or contract with an individual or organization to provide administrative and operational support to ATGS under the direction of the Executive Committee. This role may include, but is not limited to:
· Recordkeeping and document management
· Website and technology maintenance
· Marketing, communications, and social media outreach
· Event coordination and registration support
· Member database management
· Financial reporting assistance, as directed by the Treasurer
Scope: This individual or organization shall not be eligible to serve as an elected officer of the Association and shall not hold voting power. The scope of responsibilities, compensation (if applicable), and reporting structure shall be defined by the Executive Committee and may be reviewed annually. To ensure integrity and transparency, the Executive Committee shall establish and periodically review policies to prevent real or perceived conflicts of interest. No individual or organization contracted to provide administrative or executive support may simultaneously serve as an elected officer or as the designated voting representative of any member institution.
ARTICLE XIV
Parliamentary Procedures: Conduct of the business activities of the meetings and all other matters of the Association not explicitly addressed in this Constitution shall follow Robert’s Rules of Order, latest revision.
Conflict of Interest and Compliance: Officers shall act with integrity, comply with all applicable laws, including those governing Texas state employees, and avoid any conduct that could create an actual or perceived conflict of interest. They must promptly disclose to the Executive Committee any personal, professional, or financial interest that may conflict with the interests of ATGS and, where appropriate, recuse themselves from related decisions. Officers shall not accept any gift, favor, or hospitality from current or prospective vendors, donors, or partners that might influence or appear to influence their official duties. State law broadly prohibits acceptance of such items for that purpose, regardless of value, except in rare circumstances permitted by law, such as certain unsolicited gifts that are clearly unrelated to ATGS activities, cannot reasonably be seen as influencing decisions, and are accepted and reported in accordance with applicable legal requirements. Officers must annually acknowledge in writing their understanding of and commitment to these standards.
Article XV
Exempt Purpose: The Association of Texas Graduate Schools (ATGS) is organized exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code.
Inurement and Political Activities: No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Constitution.
No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Association shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
Operational Restrictions: Notwithstanding any other provision of this Constitution, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Dissolution: Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction exclusively for such purposes.