In this ATPE News, you’ll read that the 2021 ATPE House of Delegates (HOD)—a governing body made up of ATPE members like you—will consider a proposed set of revisions to the ATPE State Bylaws. You may wonder what these changes mean to the association and to the benefits you joined ATPE to receive. As such, I wanted to take this opportunity to explain what this proposed change is, why it is happening, and what it means for the association and, most importantly, for you.

Bylaws are the rules adopted by an organization to govern its meetings and affairs. The ATPE State Bylaws are roughly analogous to the district policy adopted by school boards as the rules governing their school districts. Just as a school district’s policies must be consistent with applicable legal requirements, such as the Texas Education Code, an organization’s bylaws must be consistent with applicable state laws. 

At the time of ATPE’s formation in 1980, associations were regulated by the Texas Non-Profit Corporations Act. The ATPE State Bylaws as originally created under that law assigned some of the association’s governing powers to the HOD and other governing powers to the member-elected Board of Directors (BOD). However, the Texas Non-Profit Corporations Act has been repealed and replaced by portions of the Texas Business Organizations Code (TBOC). The business organization requirements set out in TBOC are now mandatory for associations such as ATPE—but they’re not exactly the same as the old law. TBOC requires that corporations such as ATPE align their operating rules, or bylaws, with the statute’s provisions and with the entity’s certificate of formation (formerly known as “articles of incorporation”). The current ATPE State Bylaws contain provisions that, under TBOC, create ambiguity between the ATPE Certificate of Formation and the bylaws. ATPE’s legal counsel has advised that ATPE’s bylaws need to be updated to resolve the conflict, conform to current law, and clearly identify which specific entity has the power to govern the association (i.e., amend the bylaws). 

Current Texas law (TBOC) permits either an association’s board of directors or its “members” to have governing authority over the association. Based on definitions in the law and the way ATPE was structured at the time of its creation, ATPE’s legal counsel has advised that the current HOD does not align with the requirements for an entity legally permitted to govern the association. One option to ensure ATPE’s compliance with the law would be to have these decisions made by the member-elected BOD. Another other option would be to have all ATPE members act as the governing authority, which would require that any governing actions be subject to a vote of the entire ATPE membership. It does not take much consideration to realize that it would be impractical and cost-prohibitive to require that all governing decisions be voted on by the nearly 100,000 ATPE members. The association would grind to a halt; decisions would take months to make. Because the HOD does not meet the legal requirements and it would be impractical for decisions to be made by the entire membership of ATPE, having that authority rest with the BOD—which is already tasked with representing member interests and doing a substantial part of the association’s governance—seems to be the obvious choice. Governance by the BOD is therefore the recommendation of the ATPE Ad Hoc Committee on Governance, ATPE State Bylaws Committee, and the ATPE Board of Directors. (Visit atpe.org/bylaws to read more.)

So, you may wonder how this change will affect the ATPE you’ve come to know. Actually, very little. ATPE will still be governed by educators, for educators, as the ATPE Board of Directors is made up of educators elected by their fellow members to serve as state officers and region directors. The change will also not affect the benefits you receive as a member—from the legal resources to the advocacy at the Capitol, professional development, and exclusive member discounts. The HOD will continue to elect ATPE state officers and adopt resolutions and legislative positions. The proposed revisions protect members’ ability to submit bylaws amendments, and they require a high threshold (four-fifths) for the BOD to adopt a bylaws amendment.

In the end, these changes to the association’s governance structure are necessary, but will have almost no impact on the member benefits, services, and ATPE that you have grown to love.