Bylaws of FACT Education Inc.
DBA: Texas Career Education, Texas Cosmetology Educators, Texas Cosmetology Association
The name of this non-profit corporation shall be Foundation for Advancement of Career and Technical Education Inc. (FACT Education) (FACT Education)
Article II – Corporate Purpose
This corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article III—Location of Offices
The registered office of FACT Education shall be in the Dallas/Fort Worth area, in the State of Texas. The corporation may also have offices or agencies in such other places as the Advisory Council may deem expedient.
Article IV—Organizations and Affiliations
Affiliation with other organizations of similar purposes and interests may be entered into or dissolved by action of the Governing Board with the approval of two-thirds (2/3) of the voting membership present at a called vote, based on recommendations of the Advisory Council.
FACT Education serves as the non-profit, fiscal agent for Texas Career Education, Texas Cosmetology Association, and Texas Cosmetology Educators.
Article V—Vision, Mission, and Purposes
The vision of FACT Education is to promote the advancement of career and technical education.
The vision of FACT Education shall be achieved through its mission:
A leadership structure committed to advocating for and educating the organization's members;
A website and other media for sharing knowledge with, and by, the membership;
A periodic newsletter designed as an outlet for the dissemination of best practice/applied research, pertinent news, and announcements;
A managed online blog to disseminate the best research, curricular models, and successful policies in career and technical education and industry partnerships; and,
A commitment to the support of Career and Technical Student Organizations, advisors and students in order to provide opportunities for educator and student achievement and recognition.
The mission of FACT Education is to serve as an advocate for the career and technical education community in dedication to the advancement and promotion of career opportunities for students of all ages, provide leadership and support in the preparation of an educated, prepared and globally competitive workforce, and foster excellence in available professional development opportunities in career and technical education through:
Continuous development of relationships between secondary, post-secondary, public, charter and private school entities who desire excellence in career and technical education;
Equitable representation of all educators and industry partners invested in the improvement and advancement of career and technical education;
Open access for all educators, students and those interested in promoting the value of career and technical education;
Dissemination and exchange of best practice found in career and technical education partnerships;
Diversity of its members, partnerships, and the global society in which we live;
Continuing advocacy centered around promotion and advancement of career and technical education professional development;
Supporting educator leadership in the career and technical education community through an agile and responsive organization; and
Developing professional development opportunities that include the broader community including a commitment to community service opportunities and/or events that enhance and promote the value of career and technical education, it’s educators, students and industry partnerships.
FACT Education shall have and possess all the rights, powers, and privileges given to corporations by common law, including to sue and be sued, to borrow money, and secure the payment of the same by notes, bonds, and mortgages upon personal and real property, and to rent, lease, purchase, hold, sell and convey such personal and real property as may be necessary and proper for the purpose of erecting buildings, and for other proper objects of such corporation to receive dues and donations for carrying out the objects aforesaid.
Any individual interested in the mission and purposes of the organization shall be eligible for membership through one of the associations served by FACT Education.
B. Classification of Members
FACT Education Associations shall determine the membership structure to best serve the vision and mission of FACT Education and their specific purpose.
1. The Advisory Council may establish and dissolve committees and task forces and appoint their members as needed.
Article VI— Governance
A. Annual Meeting
1. At the annual meeting of the corporation, the members shall consider such business provided for in these Bylaws, and such items as referred to it by the Advisory Council.
2. Meetings of the corporation shall be at a time and place designated by the Advisory Council. The meetings shall be open but voting shall be restricted to voting members.
3. Written notices of the place, day, and hour of such meetings shall be delivered not less than ten (10) days before the date of the meeting, to each member entitled to vote at such meeting.
4. Members present shall constitute a quorum.
B. Advisory Council
1. The Advisory Council shall be the governing body of the Association and shall have the authority and responsibility for the supervision, control and direction of the Association. The property and business of the corporation shall be managed by the Advisory Council, which shall have all powers and duties as conferred by statute or these Bylaws as from time to time amended.
2. The Advisory Council shall have the authority to set dues annually.
3. The duties and responsibilities of the Advisory Council include the following:
a. Communicate with Area members.
c. Attend Board meetings regularly.
d. Represent the corporation at meetings as requested by the Director.
Article VIII—Advisory Council
A. Officers The Advisory Council shall consist of no less than 4 members, and no more than 12 members
B. Duties of Advisory Council - The term of office shall be three years.
C. Resignation and Removal
1. If because of disability, resignation, or other cause any office becomes vacant, the council shall be empowered to fill the said office until the prescribed procedures shall be followed to elect a member for the unexpired term.
2. The Advisory Council, by a two-thirds (2/3) vote of all its members, may remove any officer from office for cause.
Article IX—Election of Advisory Council
A. Eligibility and Term of Office
The Board of Advisory Council Members shall be elected as prescribed by these articles. They will be selected on the basis of demonstrated leadership in career and technical education.
Only active members shall serve as Advisory Council Members and shall serve no more than three - three-year terms. Whenever any vacancies shall occur, a successor shall be elected by the area affected.
The Advisory Council Members shall begin their term of office on August 1 following their election.
B. Process of Nomination
1. During the defined election cycle, nominees for elective offices shall be approved by the Advisory Council.
C. Method of Election
1. The Advisory Council shall establish a policy regarding campaigns for office and shall publish such policy to all candidates along with the announcement of the slate. Each eligible voting member of the corporation shall receive access to the ballot for voting. The Executive Committee shall certify the names of the persons duly elected. In case of a tie vote of two or more nominees, the Executive Committee shall cast the deciding vote for the office. A majority vote shall constitute an election.
2. If at any time during the election process a candidate for office withdraws or is disqualified, the Advisory Council will determine if the office is to be declared vacant.
Article X—Amendments The FACT Education Bylaws and Articles of Incorporation may be amended as follows:
A. Proposed amendments accompanied by a written rationale for the change shall have been approved by the Advisory Council.
B. Proposed amendments with a written rationale shall be reviewed by the Bylaws Committee which may recommend acceptance or rejection.
C. All proposed amendments shall be provided to the members at least 30 days prior to a vote.
D. Amendments to the FACT Education Bylaws shall be approved by a two-thirds (2/3) vote of voting members unless otherwise provided by the amendment. They shall become effective immediately after the close of the vote.
E. The Articles of Incorporation may be amended only by a two-thirds (2/3) vote of all voting members as provided by all applicable laws.
Article XI—Parliamentary Authority
The current edition of Robert’s Rules of Order, Newly Revised, will govern any provision not covered by the Bylaws of the association.
A. The Advisory Council may authorize any officer or officers, agent, or agents of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
B. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the Advisory Council. In absence of such determination of the Advisory Council such instruments shall be signed by the Finance Chair and counter‑signed by the President of the corporation.
C. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Advisory Council may select.
D. The Advisory Council may accept on behalf of the corporation, any contribution, gift, bequest, or devise for general purposes or for any special purpose of the corporation.
Article XIII—Books and Records
The corporation shall keep, correct, and complete books and records of account, and shall also keep minutes of the proceedings of its members, Advisory Council, and committees having any of the authority of the Advisory Council and shall keep at the registered or principal office, a record giving the names and addresses of the Directors entitled to vote. All books and records of the corporation may be inspected by the Audit Committee, CPA, and/or attorney for any proper purpose at any reasonable time.
Article XIV—Miscellaneous Provisions
1. Fiscal Period. The fiscal period of the corporation shall be from August 1 to July 31,, or such other period as approved by the Advisory Council.
2. Notices. Whenever, under the provisions of these Bylaws, notice is required to be given to any officer, director, or member it shall not be construed to mean personal notice, but such notice shall be given by any means calculated to give actual notice addressed to each member, officer or director at such address as appears on the books of the Association. Any director or officer may waive any notice required to be given under these Bylaws.
3. Dissolution. The dissolution of the Association shall follow all applicable laws. Upon dissolution, it shall be the obligation of the Advisory Council to ensure that all just debts and claims against the Association are paid. Any funds remaining after payment of all debts and obligations shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations exempt from taxation under Section 501(c)(6) of the Internal Revenue Code. Such organizations are to be selected by the Advisory Council.
4. Indemnification. To the fullest extent permitted by law, but limited to the Association’s insurance coverage, the Association shall indemnify and hold harmless any and all past, present, or future Directors and Officers, as identified and defined in these bylaws and, in its discretion and in accordance with the law, may indemnify and hold harmless any agent or employee of this Association from all liabilities, expenses and counsel fees reasonably incurred in connection with all claims, demands, causes of action and other legal proceedings to which they may be subjected by reason of any alleged or actual action or inaction in the performance of the duties of such Director, Officer, employee or agent on behalf of the Association.
5. Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of all its agents, including officers, directors, and employees, against any liability, asserted against or incurred by the agent in such capacity arising out of the agent’s status as such
FACT Education Association Partners
Texas Cosmetology Association
A highly-regarded, steadfast, and tenacious cosmetology profession.
The mission of the Texas Cosmetology Association is to:
expand the capacity and advocacy of cosmetology professionals through the beauty & power of community;
promote respect for the professional licensure of all cosmetology professionals in the state of Texas;
promote opportunities for the diverse populations entering the professions related to cosmetology, barbering, manicuring, and esthetics;
support cosmetology educators through relevant and engaging professional development; and,
encourage our partners to broaden education standards to support recidivism opportunities for individuals interested in working in cosmetology-related vocations.
Our members and advisory council also focus on supporting our partners (members and non-members) on the topics of education and consumer health and safety in the cosmetology, barbering, manicuring, and esthetics professions. We host regional and annual conferences to encourage networking among states and other jurisdictions. Texas Cosmetology embraces the opportunity to work with our partners, and our representatives are willing to attend board meetings, association meetings, and legislative hearings upon request to share national standards regarding education and consumer health and safety. We use our national forum to continue to share information and encourage best practices across the state of Texas.
Active membership shall be determined by the FACT Education Director and the Texas Cosmetology Association Advisory Council.
Educator membership shall be determined by the FACT Education Director and the Texas Cosmetology Association Advisory Council
Educational Institution Membership
Educational Institution membership of this corporation is open to any entity interested in the welfare of the organization and is defined as any school district, technical and career center, curriculum center, educational consortia, community college or university.
Business and Industry Membership
Business and Industry Membership, non-voting, is open to corporations, owners and persons representing business, industry and the military that have a professional interest in activities that foster the improvement and expansion of career and technical education.
Each Business and Industry member shall designate one individual as the contact listing for the organization.
Student Membership shall be determined by the FACT Education Director and the Texas Cosmetology Association Advisory Council
Membership shall begin with receipt of dues at the FACT Education office and extend for one year (twelve months).
Dues Setting Authority
Dues for all classifications of membership shall be determined by the Advisory Council.
One or more meetings of the members shall be held during each calendar year. Written notices of the place, day, and hour of such meetings shall be delivered not less than ten (10) days before the date of the meeting, to each member entitled to vote at such meeting.