TxGAP Bylaws
TxGAP Bylaws were amended and approved by majority vote at the annual TxGAP Business Meeting during the 2024 Summer Institute on June 6. 2024
ARTICLE I
Formation
1.01. FORMATION. This nonprofit organization was formed in 2010.
1.02. NAME OF THE ORGANIZATION. This organization shall be the Texas Association of Graduate Admissions Professionals (TxGAP) [dba “Texas Chapter of NAGAP, The Association for Graduate Enrollment Management (NAGAP_] and shall be incorporated in the State of Texas.
1.03. REGULATORY COMPLIANCE. The Board of Directors (the “Board”) acknowledges and agrees that Articles of Incorporation are to be filed with the relevant state authority and all filing fees have been paid and satisfied.
1.04. NONPROFIT STATUS. TxGAP is a professional 501(c)(6) nonprofit organization dedicated to the needs of graduate enrollment professionals in Texas.
1.05. ORGANIZATIONAL LOGO. TxGAP will follow the NAGAP's recommended logo with the NAGAP logo and chapter association.
1.06. PURPOSE. The purpose of the Texas Association of Graduate Admissions Professionals (TxGAP) is as follows:
To promote personal and professional learning and collegiality among graduate enrollment management professionals in Texas;
To provide networking opportunities through annual meetings and events;
To offer a venue for information sharing on industry trends and best practices in graduate enrollment management;
To serve as a resource for strategic graduate student success initiatives for graduate degree-granting institutions throughout Texas;
To cultivate and expand the relationship amongst Texas undergraduate programs with graduate programs;
To assist in the increased yield of the number, diversity, and overall quality of the graduate student pool in Texas institutions.
1.07. ADOPTION OF BYLAWS. These bylaws are adopted on behalf of the organization.
1.08. FISCAL YEAR. The fiscal year of the TxGAP is July 1 through June 30.
ARTICLE II
TxGAP Governing Board
2.01. GOVERNING BOARD RESPONSIBILITY. The Executive Committee shall consist of current TxGAP Chapter Board Officers and all standing committee chairs. A simple majority of the Executive Committee membership shall constitute a meeting quorum. A simple majority of those present will be required to carry a vote. The Immediate Past President position is not a voting member.
The Executive Committee will assist TxGAP membership in the following ways:
Take action on any issues concerning the TxGAP Chapter.
Recruit members to serve on committees.
Act as an advisory group to the President and all Committee Chairs.
Act in a policy-making capacity for the TxGAP Chapter.
Meet as often as deemed appropriate by the Chapter President.
2.02. DUTIES OF THE BOARD. The terms and roles of each officer will be as follows:
President – Will serve as a spokesperson and coordinator for the organization
Prepares the agenda of all TxGAP meetings.
Presides at all meetings of the Chapter Board and Executive Committees.
Serves as an ex-officio member on all committees.
Cultivate partnerships with all stakeholders in graduate enrollment management
Appoint individual(s) to fill any vacated position(s) on the Chapter Board through the end of the current term of office.
Serves as liaison to NAGAP, particularly to its Membership Chair.
Presents the annual report to NAGAP by April 30 each year.
Attends two TxGAP state-wide meetings per year.
Vice President – Will assist the President in coordinating activities for the organization
Presides at any meeting of the Chapter Board in the absence of the President.
Assumes the position of President of the Chapter in the event that the President shall leave office prior to the completion of the current term.
Serves as program chair for any TxGAP meetings and activities
Oversees all committee activities and reviews committee annual reports
Assumes other duties as directed by the President.
Attends two TxGAP state-wide meetings per year.
Secretary – Will create and maintain records for the organization
Takes minutes of all meetings of the Chapter and distributes to membership as appropriate.
Maintains all official records of the Chapter, including archives and annual report to NAGAP.
Sends out all necessary notices of meetings and other pertinent information to members.
Assumes other duties as directed by the President.
Attends two TxGAP state-wide meetings per year.
Treasurer – Will assume responsibility for financial matters and maintain the paid membership list of the organization
Evaluate the membership fee structure for the Chapter.
Collects fees from members and keeps an accounting of Chapter funds.
Maintains a current membership list of TxGAP members.
Prepares a treasurer’s report for each TxGAP meeting.
Prepares an annual financial report for NAGAP.
File an IRS form 990EZ or 990N with the IRS by November 15 each year. If gross receipts are less than $50,000 in subsequent years, the chapter can file a 990N (e-postcard) online.
Pays bills incurred by TxGAP and thus has signatory authority for financial purposes.
Assumes other duties as directed by the President.
Attends two TxGAP state-wide meetings per year.
Immediate Past President – Will serve as a special advisor to the President and the Governing Board for one year following the presidency.
Attend Business and Governing Board meetings.
Cultivate partnerships and engage in intentional relationship-building with stakeholders in graduate enrollment management.
Assume other responsibilities as directed by the President.
2.03. ELECTIONS. The TxGAP Chapter Board will consist of a President, Vice President, Secretary, and Treasurer. Each officer will be elected by a majority vote from the TxGAP voting membership. As per NAGAP guidelines, elections must be completed prior to the annual meeting held during the NAGAP Annual Conference. The following timeframe is recommended:
April 1: Call for Nominations
May 15: Deadline for Submissions
May 15-June 1: Campaigns
July 1: Elected board members begin their term. Departing board members' term ends.
Summer Institute Week: Voting
2.04. NOMINATIONS. Members may nominate candidates as long as that person has agreed, in advance, to serve; self-nominations will also be accepted. All elected officers must be recognized members of NAGAP/TxGAP.
2.05. TERMS. Elected officers will serve for a period of three years for no more than two consecutive terms. Each newly-elected officer’s term will commence by July 1, with a transition period beginning immediately.
2.06. SUCCESSION OR INTERIM APPOINTMENTS. Suppose an elected officer can no longer serve the remainder of an elected term due to resignation or other consequences. In that case, the TxGAP President shall appoint an interim replacement to complete the term. If the TxGAP President can no longer serve the remainder of an elected term, the Vice President shall assume the duties of the President until the next scheduled election. An Interim Vice President will be appointed by the Chapter Board to serve until the next scheduled election.
2.07. CHANGE OF NUMBER. The number of directors may be increased or decreased at any time by amendment of these Bylaws. A decrease in number does not have the effect of shortening the term of any incumbent director. In the event the established number of directors is decreased, the directors shall hold their positions until the next annual meeting occurs and new directors are elected and qualified.
2.08. ELECTION & REMOVAL OF DIRECTORS. Directors are to be voted on and elected at each annual shareholder meeting, unless a special meeting is expressly called to remove a director and/or fill a vacancy. Any member(s) of the Board, including the entire Board, may be removed by an affirmative vote by the holders of a majority of shares entitled to vote at any meeting of shareholders called expressly for that purpose. In the event that a director is elected, but is not yet qualified to hold office, then the previous director shall holdover until such time that the newly elected director is so qualified.
2.09. VACANCIES. All vacancies in the Board may be filled by the affirmative vote of a majority of the remaining directors, provided that any such director who fills a vacancy is qualified to be a director and shall only hold the office until a new director is elected by the shareholders at the next meeting of the shareholders. Any vacancy to be filled due to an increase in the number of directors may be filled by the Board for a term lasting until the next annual election of directors by the shareholders at the annual meeting or a special meeting called for the purpose of electing directors. Any director elected by the shareholders to fill a vacancy which results from the removal of a director shall serve the remainder of the annual term of the removed director and until a successor is elected by the shareholders and qualified.
2.10. REGULAR MEETINGS. The meetings of the Board or any committee may be held at the Corporation’s principal office or at any other place designated by the Board or its committee, including by means of remote communication. The annual meeting of the Board will be held without notice immediately after the adjournment of the annual meeting of shareholders.
2.11. SPECIAL MEETINGS. Special meetings of the Board may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary, or Treasurer, or at least two directors. Any special meeting of the Board must be preceded by at least forty-eight hours' notice of the date, time, place, and purpose of the meeting, unless these Bylaws require otherwise.
2.10. ACTION BY DIRECTORS WITHOUT A MEETING. Any action which may be taken at a meeting of the Board, or its committee, may be taken without a meeting, provided all directors or committee members unanimously agree, and such unanimous consent is filed with the minutes of the proceeding and sets forth the action taken taken by the Board.
2.11. NOTICE OF MEETINGS. The regular meetings of the Board shall be held without notice of the date, time, place, or purpose of the meeting, provided the meeting of the Board follows the adjournment of the annual shareholder meeting. Notice may be given personally, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 8 of these Bylaws. Oral notification is sufficient only if a written record of the notice is included in the Corporation's minute book. Notice is effective at the earliest of:
Receipt;
Delivery to the proper address or telephone number of the director(s) as shown in the Corporation's records or
Five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid.
2.12. COMMITTEES AND COMMITTEE CHAIRS. The TxGAP Chapter will have five standing committees. Committee membership will be voluntary. Committee Chairs will only be open to Individual members of TxGAP, but any TxGAP member may serve on a committee.
2.13. COMMITTEE CHAIR APPOINTMENTS. The President of TxGAP shall possess the authority to appoint or remove committee chairs at their discretion throughout the duration of their term.
2.14. AD-HOC COMMITTEES. Ad-hoc committees of the Chapter will be formed at the discretion of the President, with the approval of the Executive Committee. The Executive Committee shall be responsible for determining the scope of action of such committees. Ad- hoc Committee Chairs will be appointed by the Chapter President.
2.15. CONFERENCE COMMITTEE CHAIR DUTIES.
Solicits volunteers to help with conference planning.
Manages the conference logistics, including facilities, technical needs, and catering.
Collaborates with the executive board to identify the general speaker and breakout session topics and formats.
Facilitates the onsite logistics to include room scheduling, programming, and registration
Assists the communications officer with the event's general marketing and communications schedule.
Assists the executive board with sponsorship development.
Creates post-conference materials for follow-up and evaluation of the event.
2.16. CONFERENCE COMMITTEE CO-CHAIR DUTIES.
Assists the Conference Chair in managing overall conference planning and logistics.
Participates in volunteer recruitment and coordination efforts.
Supports the coordination of facilities, ensuring all technical and catering needs are met.
Works with the Conference Chair and executive board to identify and secure a keynote speaker.
Helps facilitate onsite logistics, including room scheduling, programming, and registration.
Aids the communications officer with executing the marketing and communications plan for the event.
Collaborates with the executive board to develop and maintain sponsorships.
Assists in creating post-conference materials for follow-up and event evaluation.
Attends all planning meetings and provides input on various aspects of the conference.
Takes on additional tasks as delegated by the Conference Chair to gain a comprehensive understanding of the planning process.
2.17. PROFESSIONAL DEVELOPMENT AND STRATEGIC INITIATIVES COMMITTEE CHAIR DUTIES.
Collaborate with the Membership Committee to create networking opportunities and build collaboration among similarly focused, function-specific TxGAP members and, more broadly, other NAGAP chapters and other TxGAP partners.
Develop educational opportunities for members to use in fulfilling their own goals for professional development and earn TxGAP Professional Development Certificates.
Assign a member of the committee to sit on the Conference Committee and assist with developing education programs and topics for the annual Summer Institute.
Create and maintain programs that pair promising GEM leaders with mid to senior-level mentors to help cultivate leadership, membership engagement, and increase diversity among TxGAP members.
2.18. MEMBERSHIP COMMITTEE CHAIR DUTIES.
Collaborate with the Professional Development and Strategic Initiatives Committee to create networking opportunities and build collaboration among similarly focused, function-specific TxGAP members and, more broadly, other NAGAP chapters, and other TxGAP partners.
Works with NAGAP’s Membership Chair to identify Texas contacts and new initiatives.
Assists Communications Officer with developing publicity and registration materials related to membership.
Strategizes networking opportunities to gain new members and retain current members.
Determine and implement methods to recognize and reward members.
Considers viability of marketing and/or meeting at graduate fairs.
Solicits corporate employers as Chapter partners.
2.19. COMMUNICATIONS AND MARKETING COMMITTEE CHAIR DUTIES
Work in collaboration with the Executive Committee and all relevant committees to develop a creative market outreach and communications plan that will cultivate new members and partners and engage and retain current members.
Implement and monitor a comprehensive and consistent communications strategy using a variety of outlets (newsletters, email blasts, social media, white papers, printed collateral, etc.) for the purposes of branding, awareness, professional development and networking opportunities, etc.
Manage the website (including web analytics) and provide high quality, relevant, current content which is consistent with TxGAP’s mission, messaging, and branding.
Maintains the TxGAP website and listserv, oversees social media marketing, conducts surveys, and reports findings to Board and/or members.
Monitor discussions on the TxGAP online forums and continuously update social networking sites.
Maintain liaison with the Executive Committee to ensure alignment of objectives, all initiatives undertaken, and results achieved.
2.20. HISTORIAN COMMITTEE CHAIR DUTIES.
In collaboration with the secretary, the historian will record current key events of the organization such as Summer Institute (guest speakers, sessions, attendance, etc.), board changes, mixers, professional development sessions, etc.
This role will also work with board members and the broader chapter membership to collect photos and documents related to those events, and categorize and share them for future use.
In partnership with the secretary, a method of organization and storage for data will be devised.
The Historian will be the primary member to compile and maintain historical record of TxGAP such as the creation of the chapter, key historical events, founding members, past Summer Institutes, etc.
In collaboration with the secretary, the historian will record current key events of the organization such as Summer Institute (guest speakers, sessions, attendance, etc.), board changes, mixers, professional development sessions, etc.
This role will also work with board members and the broader chapter membership to collect photos and documents related to those events and categorize and share them for future use.
In partnership with the secretary, a method of organization and storage for data will be devised.
The historian will be the primary member who compiles and maintains the historical record of TxGAP, such as the creation of the chapter, key historical events, founding members, past Summer Institutes, etc.
ARTICLE 3
Membership
3.01. MEMBERSHIP. Membership in TxGAP assumes acceptance of and compliance with both the NAGAP and TxGAP Constitution and Bylaws. NAGAP membership is not required for TxGAP members but is highly encouraged if your resources allow. Events will be open to non-members.
TxGAP membership is open to the following:
Individuals – Individual membership status will be open to all graduate education professionals at accredited, nonprofit, higher educational institutions in Texas;
Affiliates – Affiliate membership status will be open to individuals from organizations that assist or benefit TxGAP or the graduate enrollment management community;
3.02. MEMBERSHIP DUES. The TxGAP Board will determine membership dues annually, to be approved before the new fiscal year (July 1). Increases must be announced at the annual TxGAP Business Meeting at the Summer Institute to be in effect by July 1. The amount is set to be approved by the board every year and should not increase by more than 15% annually.
3.03. MEMBERSHIP PAYMENT. TxGAP members will be required to pay annual membership dues, which are collected annually. Membership will be valid for one year from purchase, and renewals will be monitored by TxGAP’s web domain. NOTE: NAGAP’s annual membership is from July 1 to June 30, regardless of the payment date. Non-members will pay a registration fee per event.
3.04. TRANSFERING MEMBERSHIP. Individual memberships cannot be transferred to another individual. A member may transfer their membership if they move to a different institution.
3.05. INSTITUTIONAL MEMBERSHIPS. Institutional and Organizational memberships in TxGAP will not be offered. Individual TxGAP members shall have full voting privileges; affiliate members will not.
3.06. TERMINATION OF MEMBERSHIP. Membership may be terminated by a majority vote of the Chapter Board for failure to comply with the established practices and standards set by TxGAP and NAGAP and failure to maintain current membership in either.
ARTICLE 4
Meetings and Communications
4.01. TXGAP GENERAL MEETINGS. TxGAP will hold a minimum of one annual meeting per year: one in the summer and one optional at the NAGAP Annual Enrollment Summit in the spring. At its discretion, TxGAP may hold additional meetings or events.
The TxGAP president will coordinate the dates and times of the Chapter meetings with input from members. The Communications Officer will email written notice of the meeting, the agenda, and any supporting materials to all Chapter members and post them on the Chapter’s website at least two weeks before the meeting.
4.02. ANNUAL MEETING TIME. The annual meeting will be held during the Summer Institute and labeled “TxGAP Business Meeting.”
4.03. COMMUNICATIONS. General communication will be provided to members via the Chapter’s website and listserv. The Communications Officer will be responsible for maintaining all content on the TxGAP website, and appropriate officers will contact members via email and listserv methods. Additional communication channels, such as social media, will be used at the discretion of TxGAP officers.
4.04 SPECIAL MEETINGS. For any purpose, special meetings may be called at any time by the President or the Board.
4.10. VOTING RIGHTS. Only individual members have TxGAP voting rights. Affiliate members do not have voting rights.
ARTICLE 5
Annual Report to NAGAP and NAGAP Support
5.01. REPORTING. By April 30 of each year, the Chapter must submit to the NAGAP Membership Chair an annual report that includes the following items:
Brief summary of activities for the year and meeting dates,
Financial report of the Chapter,
List of Chapter members with their institutional or corporate affiliations and contact information.
List of chapter officers,
A list of any chapter member contributions to GEM, e.g., research or presentations
A copy of the most recently completed IRS Form 990, and state department revenue report
5.02. NAGAP SERVICES TO CHAPTERS. NAGAP offers several services to its Chapter members, some of which include the following:
Assistance from the Membership Chair to identify contacts that can assist TxGAP in a range of needs (e.g., officer contacts from other chapters, mailing labels, NAGAP board member listings);
Opportunities to submit articles to the Chair of the NAGAP Publications Committee and the ability to post information on NAGAP’s listserv and/or the website concerning upcoming events and chapter membership;
Additional support listed in Policies for Chapters Affiliated with NAGAP document available on TxGAP website
ARTICLE 6
Amendments
6.01. AMENDMENTS. These Bylaws may be amended within two weeks of any general meeting by a two-thirds vote of the recognized members’ votes, provided that notice of the proposed amendment(s) has been sent to members at least one month in advance of the meeting. If passed, any amendments need to be submitted to the Governing Board of NAGAP, who will then approve or deny any said changes.
ARTICLE 7
Dissolution
7.01. DISSOLUTION. In the event of dissolution, all of the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to the National Association of Graduate Admissions Professionals (NAGAP).