TEXAS ENGINEERING AND TECHNICAL CONSORTIUM BYLAWS

Article 1 - ORGANIZATION
Article 2 - MEMBERS
Article 3 - GOVERNANCE
Article 4 - MEETINGS
Article 5 - FISCAL POLICIES
Article 6 - CONTRACTS, CHECKS, DEPOSITS, GIFTS
Article 7 - GENERAL PROVISIONS
Drafting Committee
2004 Revisions Committee

 

Article 1 - ORGANIZATION

1.1 Name and Background.
The organization is a non-profit membership organization known as the Texas Engineering and Technical Consortium, hereinafter referred to by the acronym TETC as an alternate name. TETC is established in August 2001, to accomplish the ends of, and for other purposes not inconsistent with, Subchapter V, Chapter 51, Texas Education Code.1.2 Address.
Texas Higher Education Coordinating Board, 1200 East Anderson Lane, Austin, Texas 78711.1.3 Purpose and Objectives.
Purpose. To increase the number of engineering and computer science graduates from Texas institutions of higher education; and increase collaborative efforts between Texas universities, engineering and computer science departments, and private companies. TETC is formed to implement Subchapter V, Chapter 51, Texas Education Code. For the first two years of its existence, TETC will focus on increasing electrical engineering, computer engineering and computer science graduates.

Objectives.
To provide a forum for eligible engineering institutions, eligible computer science institutions, and private companies to consolidate research grant applications and research projects;
To strengthen instruction in engineering and computer science;
To institute recruitment, development, and retention programs for students in engineering and computer science programs;
To share instructional and research resources; and
To coordinate activities related to engineering and computer science instruction, research, and public service.
To raise contributions to match state and other funds.

1.4 Policies.
TETC is a non-profit, non-discriminatory and politically non-partisan organization. TETC will not advocate or represent special interest groups, nor promote a particular company's product or service. TETC is not a lobbying organization. 1.5 Fiscal year.
The fiscal year of the TETC will be September 1 through August 31.

Article 2 - MEMBERS

2.1 Classes of Membership.
The consortium shall initially have two classes of Members. The designation of such classes and the qualifications and rights of the Members of each class are as follows:

Industry Members.
Industry Members shall be composed of private companies and entities that make a two-year, non-binding, commitment to support the Purpose and Objectives of TETC and to contribute at least $100,000 in cash or eligible in-kind each year to the consortium. Other qualifications and dues may be established from time to time by the Executive Committee. Each industry member may have one voting participant and one designated alternate.Education Members.
Education Members shall be composed of eligible public engineering institutions, eligible private or independent engineering institutions, or eligible public computer science institutions that make a two-year, non-binding, commitment to support the Purpose and Objectives of TETC. Each institution may have one voting participant and one designated alternate. Other qualifications may be established from time to time by the Executive Committee. An "eligible computer science institution" means a general academic teaching institution that offers a baccalaureate degree program in computer science. An "eligible engineering institution" means a general academic teaching institution that offers a baccalaureate degree program in engineering that is accredited by the Accreditation Board for Engineering and Technology. An "eligible private or independent engineering institution" means a private or independent institution of higher education that offers a baccalaureate degree program in electrical engineering that is accredited by the Accreditation Board for Engineering and Technology.

The Executive Committee may designate additional classes of membership from time to time.2.2 Powers.
The Member shall have those rights as are set forth in these Bylaws. 2.3 Rights of Members.
The right of a Member to vote and all of a Member's right, title and interest in and to the Consortium shall cease on the termination of its Membership. No Member shall be entitled to share in the distribution of the Consortium assets upon the dissolution of the Consortium.2.4 Dues and Assessments.
Dues and Assessments for each applicable class of membership shall be determined and set by the Executive Committee as they deem necessary and appropriate from time to time.2.5 Members in Good Standing.
A Member is considered to be in good standing if the Member has shown support for the Purposes and Objectives of TETC; has been an active Member of TETC; and has consistently met the other qualifications of Membership as set forth in these Bylaws. A Member is considered active if the member has been involved in and committed to the TETC as determined by the Executive Committee.2.6 Eligibility to vote.
A Member is not eligible to vote on any TETC matter if the Executive Committee has determined the Member ineligible for membership or has suspended, expelled or terminated the Member for cause as stated in the Bylaws.2.7 Removal or Termination of Membership. The Executive Committee may terminate the membership of any Member who becomes ineligible for membership or suspend or expel any Member who is in default on payment of dues or assessments provided in the Bylaws. 2.8 Resignation.
Any Member may resign by filing a written resignation with the Secretary, but such resignation will not relieve the member of the obligation to pay past dues, assessments, or other charges theretofore accrued and unpaid.

Article 3 - GOVERNANCE

3.1 Advisory Committee.
The Consortium shall have an Advisory Committee which includes a representative of each consortium Member, heretofore referred to as the voting participant, to advise and make recommendations to the Executive Committee regarding the operations and activities of the consortium. Each Advisory Committee Member may select a designated alternate who shall have the rights and privileges of the Industry or Education Member's voting participant in the event the voting participant is not present.3.2 Advisory Committee Members Rights.
Advisory Committee Members rights are:

3.2.1 By majority vote of the Members in good standing and eligible to vote at the time of the election:

3.2.1.1 Modification in either the size of or the qualifications of the Executive Committee as further provided for in these Bylaws and approved by the Executive Committee Members.

3.2.2 By two-third (2/3) vote of the Members in good standing and eligible to vote at the time of voting:

3.2.2.1 Recommendations to the Executive Committee for amendments, restatement, or modifications of the Bylaws.3.2.2.2 The approval of the sale, lease or other disposition (excluding the mortgage or pledge) of all, or substantially all of the assets and property of the Consortium. 3.2.2.3 The dissolution of the Consortium or its merger with or consolidation with another organization.

3.2.3 By majority vote of the Industry Members at the time of the election:

3.2.1.1 Selection of Members to the Executive Committee.

3.3 Executive Committee.

3.3.1 Authority. Consistent with the organizational goals and interest of the Members, the Executive Committee shall be and shall have the full authority to direct the affairs and activities of the Consortium. The Executive Committee shall have the general power to control and manage the affairs, funds and property of the consortium and disburse the consortium's monies and dispose of its property in fulfillment of its purpose and in accordance with the statute. The Executive Committee shall not permit any part of the net earnings or capital of the consortium to inure to the benefit of any company, entity or private individual. 3.3.2 Qualifications. The Executive Committee shall be composed of both Consortium Representatives from the Industry and Education membership who are in a position to advance the purposes and objectives of the consortium. 3.3.3 Size and Representation. The Executive Committee shall consist of no more than twenty three (23) Members selected from the Advisory Committee Members' voting participants. The Executive committee shall be composed of up to twelve (12) Industry Members and no more than eleven (11) Education Members selected by the Industry Members of the Advisory Committee, so long as the Industry Members remain a majority. The hosting institution shall serve as one of the Education Members on the Executive Committee. In addition to the twenty three (23) voting Members, the Executive Committee may have additional non-voting members. Executive Committee seats belong to the Industry or Education Members and not to the individual representatives.3.3.4 Terms of Service. Each Executive Committee Member may serve for two (2) consecutive two (2) year terms. Following a one year break in service, a Member is eligible for two additional two (2) year terms. The Chair and Secretary shall begin their terms in even numbered years. The Vice Chair's term shall begin in odd numbered years. 3.3.5 Voting Rights. Each Member of the Executive Committee present shall have one vote. 3.3.6 Removal of an Executive Committee Member. The industry or educational Member is expected to remain in good standing during the Executive Committee Member's service on the Committee. In the event an industry or educational Member terminates or has its membership terminated, the Member may be subject to removal by a two-thirds (2/3) vote of the remaining Executive Committee Members. The Chair of the Executive Committee may make a recommendation to the Committee to retain such Member on the Committee until the next annual meeting of the membership at which time such individual may also be eligible for reconsideration.
Regardless of any Executive Committee Member's status, any Executive Committee Member may be removed with cause subject to a two-thirds (2/3) vote of the remaining Executive Committee Members.3.3.7 Vacancies. In case of a vacancy on the Executive Committee, the Executive Committee may, by a majority vote of the Executive Committee Members then in office, elect a replacement Executive Committee Member from among the total membership of the consortium meeting the specified criteria to fulfill the expired term.3.3.8 Removal of a Member. A membership may be terminated by a two-thirds (2/3) vote of the Executive Committee for failure of the Member to meet its obligation.

3.4 Officers.

3.4.1 Enumeration and Term of Officers. The Executive Committee shall elect a Chairperson, Vice Chairperson, and Secretary of the Executive Committee and such other officers as the Executive Committee from time to time deems appropriate (including without limitation one or more additional Vice Chairs). With the exception of the Chairperson and as provided below, officers need not be elected annually and shall hold office until their successors are chosen and have been qualified, or until their earlier resignations or removal from office.3.4.2 Chairperson. The Executive Committee shall elect one of its members as Chairperson at the annual meeting of the Executive Committee of the Consortium. The Chairperson shall serve a two-year term beginning in even-numbered years, and is eligible for re-election. The Chairperson shall provide policy direction and have general oversight of all affairs of the Consortium. She/he shall preside at all meetings of the Executive Committee and shall perform all duties incident of the office of Chairperson.3.4.3 Vice Chairperson. The Vice Chairperson shall be a member of the Executive Committee. Among her/his duties, the Vice Chairperson shall perform the functions of the Chairperson in her/his absence, and other duties as assigned by the Executive Committee. The Vice Chairperson shall serve a two-year term beginning in odd-numbered years, and is eligible for re-election.3.4.4 Treasurer. The hosting institution shall serve as Treasurer. The Treasurer shall insure the preparation of financial statements, including quarterly operating figures and balance sheets, supervise the preparation of the annual budget, and be responsible for the financial management of the Consortium, including long range financial planning. The Treasurer shall prepare and give a financial report at the annual meeting of the Executive Committee.3.4.5 Secretary. The Secretary shall be a member of the Executive Committee and be responsible for the recording of the proceedings at the Executive Committee meetings. She/he may give, or cause to be given, notice of all meetings of the Executive Committee. The Secretary may certify all votes, resolutions, and actions of the Executive Committee and may attest all documents executed on behalf of the Consortium. The Secretary shall serve a two-year term beginning in even-numbered years, and is eligible for re-election. 3.4.6 Removal. All officers serve at the pleasure of the Executive Committee and may be removed at any time by the vote of a majority of the Executive Committee then serving, with or without cause.3.4.7 Resignations. Any officer may resign by giving written notice to the Chairperson or Secretary. Unless otherwise specified therein, a resignation shall take effect upon receipt of such notice, and the acceptance of such resignation shall not be necessary to make it effective.3.4.8 Vacancies. A vacancy in any office, however occurring, shall be filled by the Executive Committee.3.4.9 Powers and Duties. Except as provided for herein and subject to the control of the Executive Committee, each officer shall have such powers and duties as are customarily incident to his or her office or as the Executive Committee may otherwise prescribe.

3.5 Administration.
An eligible institution shall host and provide limited administrative services for the Consortium. At the end of each two-year period or any other period determined by the consortium, the Consortium may transfer its administrative functions to another eligible institution participating in the Consortium. The Executive Committee may choose to hire a full or part-time administrator for the Consortium. 3.6 Committees and Task Forces.
The Chairperson, upon approval from the Executive Committee, may designate one or more Subcommittees, such as a Program Subcommittee and Publicity and Marketing Subcommittee, from among the Advisory Committee Members.

Article 4 - MEETINGS

4.1 Meetings.
The Executive Committee shall meet as needed to conduct business. Members of the Advisory Committee may attend meetings of any committee of the Consortium. One of the meetings of the Executive Committee shall be its annual meeting. Three or more Executive Committee Members may call a Special meeting of the Executive Committee. 4.2 Notice of Meetings.
The Chairperson or her/his designee shall notify the Executive Committee Members of each meeting at least ten (10) working days before the date of the meeting. The schedule of meetings shall be sent, as information copies, to all members of the Advisory Committee and shall be posted on the Consortium's website, when available. Any proposed changes to the Bylaws shall be included with the notice of the meeting sent to all Members of the Advisory Committee and shall be posted on the Consortium's website, when available.4.3 Minutes.
Minutes of all meetings of the Executive Committee and any relevant committees shall be taken and reported at the next meeting of the Executive Committee or relevant committee. Draft copies of the minutes shall be e-mailed to each Advisory Committee Member for informational purposes only.4.4 Quorum.
A majority of the Executive Committee Members then in office, including a voting participant's designated alternate if the voting participant is not present, shall constitute a quorum, for the transaction of business at any meeting of the Executive Committee, and the act of a majority of the Executive Committee Members present at any meeting at which there is a quorum shall be the act of the Executive Committee, except as may be otherwise specifically provided by statute or these Bylaws. A designated alternate of an Executive Committee Member shall have the rights and privileges of the Executive Committee Member in the event the Executive Committee Member is not present. 4.5 Unanimous Action Without a Meeting.
Any action which may be taken at a meeting of the Executive Committee or by a committee of the Executive Committee may be taken without a meeting if all of the Executive Committee Members or all of the Members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of Executive Committee meetings and shall have the same effect as a unanimous vote.4.6 Meetings by Electronic Conference.
Meetings of the Executive Committee or any Committee of the Executive Committee may be held by means of an electronic conference allowing all persons participating in the meeting to hear each other at the same time; provided that all Executive Committee Members are properly notified and called, unless they expressly indicate they cannot participate. The minutes of any meeting held by an electronic conference shall be reported at the next meeting of the Executive Committee or relevant committee.

Article 5 - FISCAL POLICIES

5.1 Compensation.
Directors, officers, and Members shall not receive any stated salary for their services as such, but the Executive Committee shall have power in its discretion to pay for the expenses of Executive Committee Members, officers or Members in extraordinary or exceptional circumstances. The Executive Committee may choose to hire a full or part-time administrator for the Consortium and designate a salary for the position.5.2 Financial Reports.
Financial reports will be due to the Executive Committee from the Treasurer during the first month of each quarter. Financial reports must include financial activity during the previous quarter, anticipated assets, projected expenses for the coming quarter, and anticipated revenues, as well as projected expenses and anticipated revenues for the remainder of the current biennium. In the first quarter of the fiscal year a comprehensive report will be prepared and briefed to the membership. 5.3 Asset Distribution.
In the event of dissolution of the consortium, it shall be dissolved and its assets distributed in accordance with Article VI of its Articles of Association dated December 20, 2001.

Article 6 - CONTRACTS, CHECKS, DEPOSITS, GIFTS

6.1 Contracts.
The Executive Committee, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Consortium, and such authority may be general or confined to a specific instance; and unless so authorized by the Executive Committee, no officer, agent, or employee shall have any power or authority to bind the Consortium by any contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose or to any amount.6.2 Checks.
Except as otherwise specifically determined by resolution of the Executive Committee, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money , and other evidence of indebtedness of the Consortium shall be signed by the Treasurer and approved by the Chairman, except in cases where the amount exceeds a pre-determined threshold set by the Executive Committee; in such cases instruments shall be signed by the Treasurer and countersigned by the Chairman or the Vice-Chairman.6.3 Deposits.
All funds of the Consortium shall be deposited from time to time to the credit of the Consortium in such banks, trust companies or other depositories as the Executive Committee may select. All funds of the Consortium solicited and/or accepted for the purpose of implementing Subchapter V, Chapter 51, Texas Education Code, other than money retained to administer the consortium, shall be deposited to the credit of the technology workforce development account in the state treasury.6.4 Contributions.
The Executive Committee may coordinate solicitation of gifts, grants, and donations of any kind and from any eligible source, including foundations, corporations, and institutions of higher education. The TETC recognizes that certain in-kind contributions may effectively advance the goals of the consortium. It also is aware of difficulties that may arise in determining the monetary value of in-kind contributions, and the intent of the law that in-kind contributions match the needs of an eligible institution in advancing the Purpose and Objectives of TETC. In-kind contributions, and especially used equipment, will generally not be encouraged as an Industry Member's $100,000 contribution as specified in Section 2.1. If an in-kind contribution is accepted as part of an Industry Member's $100,000 contribution, the in-kind items or services must be awarded to an eligible institution for the Member to stay in good standing. In-kind contributions will be accepted judiciously by the Executive Committee in accordance with the stipulations below.

6.4.1 For purposes of state matching:

6.4.1.1 Contributions may NOT be donor-targeted to any particular individual or institution, or group of individuals or institutions. All contributions must be granted to eligible institutions by the THECB, using a peer-review process, per the statute. 6.4.1.2 Non-cash contributions, such as equipment, software, material, processing, etc. may be accepted once the following conditions have been met:

1. The TETC Executive Committee has determined that the contribution is likely to help an eligible institution increase the number of engineering or computer science graduates;
2. An eligible institution of higher education has submitted a letter of intent (a) indicating that it is interested in receiving the contribution and (b) outlining how it would use the contribution to increase the numbers of engineering or computer science graduates in the state; and
3. The donor, the Executive Committee, the Comptroller and the THECB are in agreement as to the market value of the contribution. (The donor must provide documentation that clearly states both the value of the contribution and how that value was determined.)

Note: the institution that submitted the letter of intent may or may not actually receive the contribution.6.4.1.3 Other non-cash contributions, such as student or faculty internships or coop positions must meet the same three conditions of Section 6.4.1.2 above. However, since the employer will receive some benefit, credit for state matching will only be valued at 50% of the agreed market value.
Interns must meet the hiring requirements and follow the employee policies of the employer. 6.4.1.4 The market value of any single non-cash contribution must be at least $1,000 to be accepted, but will be capped at $1,000,000 maximum.

Article 7 - GENERAL PROVISIONS

7.1 Amendments to the Bylaws.
The Bylaws may be amended at any meeting of the Executive Committee by an affirmative vote of two-thirds (2/3) of the Members present, provided that the notice of the meeting is accompanied by a copy of the proposed amendment or amendments.

Drafting Committee

Dr. Ben Streetman Dean College of Engineering The University of Texas at Austin Austin, Texas 78712	Mr. Gary Daniels Senior Vice President and General Manager (retired) Microcontroller Technologies Group Motorola 7700 West Parmer Lane Austin, Texas 78729
Dr. Gerry Burnham Associate Dean of Engineering Erik Jonsson School of Engineering and Computer Science The University of Texas at Dallas Post Office Box 830688 EC32 Richardson, Texas 75083-0688	Ms. Gray Mayes Director, State & Community Affairs Texas Instruments P. O. Box 660199, MS 8656 Dallas, Texas 75266-0199
Dr. Bart Sinclair Associate Dean Brown School of Engineering Rice University 6100 Main Street, MS-364 Houston, Texas 77005-1892	Mr. Steve Kester Director Public/Legislative Affairs AeA 1115 San Jacinto Blvd., Suite 275 Austin, TX 78701
Dr. Roger Elliott Assistant Commissioner Division of Finance, Campus Planning, and Research Texas Higher Education Coordinating Board 1200 East Anderson Lane Austin, Texas 78711

2004 Revisions Committee

Ms Allyson Peerman Global Community Affairs Manager AMD 5204 E. Ben White Blvd. - ms529 Austin, TX 78741	Dr. Milton Bryant Dean College of Engineering P.O. Box 397 Prairie View, TX 77446-0397
Mr. John Halton Assistant Dean for College Relations Engineering Foundation University of Texas at Austin 1 University Station C2104 Austin, TX 78712-0287	Dr. Linda Domelsmith Director of Research Division of Finance, Campus Planning, and Research Texas Higher Education Coordinating Board P.O. Box 12788 Austin, TX 78711