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Foundation for Advancement of Career and Technical Education

Articles of Incorporation and By-Laws

 

Article I—Name

 

The name of this non-profit corporation shall be Foundation for Advancement of Career and Technical Education Inc. (F.A.C.T. Education Association) (F.A.C.T. 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 F.A.C.T. 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 Board of Directors 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 Board of Directors.

 

Article V—Mission, Purposes and Powers

 

A.  Mission

The mission of F.A.C.T. Education is to promote the advancement of career and technical education. Our express intention is to function as a collaborative membership to support and advocate for partnerships between post-secondary, secondary, public, private and charter education institution career and technical educators, administrators and industry organizations, and serve as a center for inquiry that leads to the discovery and sharing of knowledge that shapes educator practice and leadership.

 

The mission of F.A.C.T. Education shall be achieved through:

  • A leadership structure committed to advocating for and educating the organizations members. The president-elect, president, and immediate past-president posts must represent excellence and diversity of career and technical education and career pathways;

  • 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;

  • 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;

  • An annual conference committed to sharing the most effective practices and resources across post-secondary, secondary and private trade education organizations as well as other collaboration, events or conferences sponsored or endorsed by F.A.C.T. Education.

 

B.  Purpose

The vision of F.A.C.T. 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. 

 

C.  Powers

F.A.C.T. 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.

 

Article VI-Membership

 

A.  Eligibility

Any individual, education institution or organization interested in the mission and purposes of the association shall be eligible for membership.

 

B.  Classification of Members

F.A.C.T. Education shall consist of eight (8) classes of membership:

 

1.  Active Membership

2.  Student Teacher Membership

3.  Educational Institution Membership

4.  Associate Membership

5.  Business and Industry Membership

6.  State Affiliate Organizational Membership

7.  Honorary

8.  Student

 

C.  Active Membership

Active membership of this corporation is open to any person who is an employee of an educational institution, (private, charter, public, secondary or post-secondary) providing they receive a W-2 from the educational institution, and are interested in the advancement of career and technical education, and the vision and purposes of F.A.C.T. Education.  Active members are eligible to receive all member benefits. 

 

D.  Student Teacher Membership

Student teacher membership of this corporation is open to any current student teacher at an educational institution (private, charter, public, secondary or post-secondary) interested in the advancement of career and technical education, and the vision and purposes of F.A.C.T. Education. Student Teachers are eligible to receive all member benefits.  

E.  Educational Institution Membership

Education Institution Membership of this corporation is open to any entity interested in the advancement of career and technical education, and the vision and purposes of F.A.C.T. Education and is defined as any public or private secondary or post-secondary education institution, school district, technical and career center, curriculum center, educational consortia, community college or university.  The Educational Institution must name one representative as the point of contact for their membership.  

 

F.  Associate Membership

Associate, non-voting membership of this corporation is open to any person interested in the advancement of career and technical education, and the vision and purposes of F.A.C.T. Education. Associate members are eligible to  receive all member benefits, with the exception of liability insurance, legal protection, ID theft protection and other protection offered through the current liability policy

G.  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 advancement of career and technical education, and the vision and purposes of F.A.C.T. Education.  Business and Industry members are eligible to receive all member benefits, with the exception of liability insurance, legal protection, ID theft protection and other protection offered through the current liability policy

1.  Each Business and Industry member shall designate one individual as the contact listing for the organization.

 

H.  State Affiliate Organization Membership

State Affiliate Organization Membership, non-voting is open to any state organization that has a professional interest in activities that foster the advancement of career and technical education, and the vision and purposes of F.A.C.T. Education.  State Affiliate members are eligible to receive all member benefits, with the exception of liability insurance, legal protection, ID theft protection and other protection offered through the current liability policy

 

I.  Honorary Membership

Honorary, non-voting members of this corporation shall be persons F.A.C.T. Education desires to honor for exceptional service within the interests of career and technical education and/or F.A.C.T. Education.

Honorary membership shall be conferred after approval by the Executive Board of Directors and the Content Area Expert Board of Directors. An honorary member shall not be required to pay any dues.

 

K.   Student Membership

Non-voting, Student Membership is available to all students who are enrolled in a public secondary, post-secondary or private school career and technical education program with the applied goal of achieving an industry recognized certification. Student members are eligible to receive all member benefits, with the exception of liability insurance, legal protection, ID theft protection and other protection offered through the current liability policy.  

 

L. Voting and Holding Office

1.  Individuals from the following membership classifications shall be considered eligible for voting and serving as board and committee members:

a. Active Members

b. Educational Institution Members

2.  Individuals from the following membership classifications shall be considered eligible for serving as a Content Area Expert (C.A.E.) Director.  These individuals shall be granted voting rights as a C.A.E. Director during their term of service to F.A.C.T. Education, even if their membership classification does not normally provide voting privileges. 

a.  Active Members

b.  Associate Members

c.  Business and Industry Members Designee

d.  Honorary Members

3.  Active and Educational Institution members and their designees may serve as officers of the association by nomination and approval of the Executive Board of Directors and C.A.E. Directors.

4.  The Board of Directors shall determine policies and procedures for the classification of membership.

 

M.  Membership Year

Membership shall begin with receipt of dues at the F.A.C.T. Education office and extend for one year, or until July 31 of the current year.  Renewal memberships will be offered at the rate established by the board of directors effective August 1 of the year following expiration of membership. 

 

N.  Dues Setting Authority

Dues for all classification of membership shall be determined by the Board of Directors.

 

O.  Meetings

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 thirty (30) days before the date of the meeting, to each member entitled to vote at such meeting.  Meetings may be scheduled at a specific geographical location or virtually utilizing available technology resources. 

 

Article VII-Organizational Structure

 

A.  Partnerships

1.  The Board of Directors shall have the authority to define the criteria for establishing and maintaining a partnership.

2.  Establishment of a partnership requires approval by two-thirds of the membership.

3.  Partnerships must maintain a minimum of 25 F.A.C.T. Education Active members by July 1 of each year. Partners whose membership drops below this level shall be permitted one year beyond the fiscal year in which the membership dropped below the minimum required level to regain the minimum membership requirement before losing association partner status. A partnership failing to meet these requirements may choose to merge with another partnership by mutual agreement of both partnerships and the Executive Board of Directors of F.A.C.T. Education. 

4.  Each partnership shall elect or appoint one designee their partnership group to serve as an advisor to the Board of Directors of F.A.C.T. Education.  The term of office shall be a three-year staggered rotation. This office shall be known as a partnership advisor.   

5.  The F.A.C.T. Education Board of Directors shall establish a system for sequencing the term of office of partnership advisors.  

6.  The operating policies of the partnerships shall conform to the policies approved by the F.A.C.T. Education Board of Directors and the F.A.C.T. Education Bylaws.

 

B.  Content Area Expert Directors

1.  For the purpose of establishing Content Area Expert (C.A.E.) Directors to serve on the board of F.A.C.T. Education, the C.A.E. Director Positions will be associated with the following:

a.  Representative of the Nationally Recognized Career Clusters

  • Agriculture, Food and Natural Resources

  • Architecture and Construction

  • Audio/Video Technology and Communications

  • Business Management and Administration

  • Education and Training

  • Finance

  • Government and Public Administration

  • Health Sciences

  • Hospitality and Tourism

  • Human Services

  • Information Technology

  • Law, Public Safety, Corrections and Security

  • Manufacturing

  • Marketing

  • Science, Technology, Engineering and Mathematics

  • Transportation, Distribution and Logistics

and,

b.   an educator in the public or private secondary or post-secondary education industry in the United States who has demonstrated active involvement in the advancement of career and technical education, or

c.  member of industry with the demonstrated knowledge, drive and commitment to be actively involved in the advancement of career and technical education.

2.  Each career cluster shall be entitled to at least one C.A.E. Director board member for each twenty-five (25) or major fraction thereof as determined annually by number of active members on May 1. Each area is not guaranteed a minimum of one (1) board member, although it is the explicit goal of F.A.C.T. Education to have a minimum of one C.A.E. Director for each career cluster. 

3.  C.A.E. Directors be elected from the membership of each area prior to

the end of each school year to serve for the following fiscal year of F.A.C.T. Education.

4.  All C.A.E. Directors shall serve for a minimum three-year term, or until their successor is elected.

5.  The C.A.E. Directors shall have the responsibility for seeing that the policies and strategic plan are carried out for their career cluster as set forth in the policies and procedures of F.A.C.T. Education.

 

C.  Committees

1.  Any ad-hoc committees, standing committees or task forces shall be appointed annually by the President of the corporation.  The may include, but are not limited to the following:

a.  Audit/Budget and Finance

b.  Awards

c.  Constitution and Bylaws

d   Législative

e.  Nominations

f.  Professional Development

g.  Scholarship

2.  The various respective committees shall perform the duties described in the Procedures Manual of F.A.C.T. Education. The committees shall serve at the pleasure of the President, Board of Directors and C.A.E. Directors and may appoint a chairman from the ranks of each committee.  If necessary, said committee may adopt such rules and procedures as necessary, which are consistent with these Bylaws, or the rules adopted by the Board of Directors.

3.  The Board of Directors shall establish procedures for the creation and operation of ad-hoc committees, standing committees and task force committees as it deems appropriate. The president shall recommend to the Board of Directors on a regular basis the creation, dissolution and consolidation of these bodies. All committee members shall be members.

 

Article VIII-Governance

 

A.  Annual Meeting

1.  At the annual meeting of F.A.C.T. Education, the members shall consider such business provided for in these Bylaws, and such items as referred to it by the Board of Directors.

2.  Meetings of F.A.C.T. Education shall be at a time and place designated by the Board of Directors. 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.  Board of Directors

1.  The Board of Directors shall be the governing body of the F.A.C.T. Education and shall have the authority and responsibility for the supervision, control and direction of the corporation. They shall have all powers and duties as conferred by statute or these Bylaws as from time to time amended.

2.  The Board of Directors shall have the authority to set dues annually.

3.  If because of disability, resignation or other cause any Director position becomes vacant, the Executive Board shall be empowered to fill the said position for the un-expired term. A C.A.E. Director may be removed as permitted under applicable law.

4.  The Board of Directors may appoint individuals to serve as non-voting advisors to the Board.

5.  The Board of Directors shall hire the executive director and designate the term of employment and compensation. The executive director shall have responsibility for organizing and maintaining a headquarters and staff to accomplish the goals, objectives and strategic plan of F.A.C.T. Education.

6.  The Board of Directors shall not receive a salary for their services on the Board. Expenses incurred in performing the business of F.A.C.T. Education may be reimbursed in accordance with policies established by the Board of Directors.

7.  The Board of Directors shall meet at least once annually at the time and place of, and in conjunction with, the annual meeting of the members of F.A.C.T. Education. In the event no annual meeting of the active members is held in any fiscal year, then the date and place of the annual meeting of the Board of Directors shall be called by the President of the F.A.C.T. Education. Special Meetings of the Board of Directors may be called by the President upon two- (2) days’ notice to each member of the Board either in person, by mail, or any telecommunications vehicle. Special Meetings of the Board shall be called by the President or Secretary/Finance Chair of F.A.C.T. Education in like manner and/or by like notice upon written request of a majority of the Board.

8.  A majority of C.A.E. Directors shall establish a quorum at any meeting of the Board of Directors. A quorum may be established by proxy. Any action required by law to be taken by the Board of Directors may be taken by the Board designees, with the written consent of the Board of Directors. A quorum may be waived due to an act of God. Any act by a majority of the C.A.E. Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws.

9.  The duties and responsibilities of Content Area Expert (C.A.E.) Directors include the following:

a.  Represent their career and technical education career cluster

b.  Communicate with F.A.C.T. education members

c.  Attend Board meetings regularly

d.  Advise the President of F.A.C.T. Education of suggested agenda items

e.  Share information with other C.A.E. Directors between meetings

f.  Represent F.A.C.T. Education at meetings as requested by the President

g.  Designate duties of executive director

h.  If desired, serve as an Independent C.A.E. Career and Technical Education Consultant through partnership and by promotion with F.A.C.T. Education.

 

C.  Executive Committee

Only in the event that action must be taken between board meetings and only on matters not specifically reserved for the board by these Bylaws or by law may the Executive Committee act. Actions of the Executive Committee shall be reported to and ratified by the Board at the next Board meeting.

Article IX-Officers

 

A.  Officers

The officers of F.A.C.T. Education shall consist of:

President

Vice President of Procedures and Legislation (VP P&L)(secondary or post-secondary representative is allowed)

Vice President of Recruiting and Member Benefits (VP R&MB)

Secretary

Finance Chair

Content Area Expert Directors

Other officers as may be elected in accordance with the provisions of this Article.

 

The executive committee shall be comprised of President, Vice President of Procedures and Legislation , Vice President of Recruiting and Member Benefits, Secretary and Finance Chair.

 

The immediate Past-President shall serve in an advisory, ex-officio capacity to the Executive Officers.

 

 

B.  Duties of Officers

 

Executive Committee

The term of office shall be two years.

 

President

The president, or in his/her absence, the president-elect, shall preside at all meetings of the association, Board of Directors and Executive Committee. The President shall be the chief executive officer of F.A.C.T. Education, and shall preside over all meetings of the Board of Directors and all meetings of the membership of F.A.C.T. Education. He/She shall have general and active management of the business of F.A.C.T. Education, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He/She shall be an ex-officio member of all standing committees and shall have general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall perform all duties as described in the Procedures Manual of F.A.C.T. Education.

 

Vice President - Procedures and Legislation

The Vice President – Procedures and Legislation shall hall, in the absence or disability of the President, perform the duties of the President.  He/She shall perform such other duties as the other Board of Directors shall prescribe and those duties described in the Procedures Manual of F.A.C.T. Education.

 

Vice President – Recruiting and Member Services

The Vice President – Recruiting and Member Services (VP-RMS) shall serve for one – two-year term.  The VP-RMS shall, in the absence or disability of the President and the Vice President - Procedures and Legislation perform the duties of the President. He/She shall perform such other duties as the other Board of Directors shall prescribe and those duties described in the Procedures Manual of F.A.C.T. Education.

 

Secretary

The Secretary shall attend all meetings of the Board of Directors, together with annual and special meetings of the membership of F.A.C.T. Education, and record all votes and minutes of such meetings and standing committees, when required. The Secretary shall, in the absence or disability of the Finance Chair perform the duties of the Finance Chair. The Secretary shall additionally perform those duties described in the Procedures Manual of F.A.C.T. Education, as published from time to time.

 

Finance Chair

The Finance Chair shall have oversight of all monies, securities, and other valuable property in the name of F.A.C.T. Education in such repositories as may be designated by the Board of Directors. The Finance Chair, shall in the absence or disability of the Secretary perform the duties of the Secretary.  The Finance Chair shall additionally perform those duties described in the Procedures Manual of F.A.C.T. Education, as published from time to time.

 

Past-President

The Past-President shall be an honorary office held by the outgoing President from the previous year. The Past-President will provide experience, advice, and guidance to the Board of Directors, and in emergency situations, shall serve in place of any officer who is unable to complete his/her term of office until the end of the year of service, or until another officer is appointed for such vacant position.

 

C.  Resignation and Removal

1. If because of disability, resignation or other cause any office becomes vacant, the Board shall be empowered to fill the said office until the prescribed procedures shall be followed to elect a member for the un-expired term.

2. The Board of Directors, by a two-thirds (2/3) vote of all its members, may remove any officer from office for cause.

 

Article X-Election of Board of Directors

 

A.  Eligibility and Term of Office

1.  The Board of Directors shall be elected as prescribed by these articles. They will be selected on the basis of demonstrated leadership in career and technical education.

2.  The President shall serve no more than one-two-year term. The President may or may not be currently serving as a C.A.E. Director. The President-Elect shall serve no more than one-two-year term.

3.  The Vice President – Legislation and Procedures – (VP L&P) President-Elect shall serve no more than one-two-year term. The VP L&P may or may not be currently serving as a C.A.E. Director. The VP L&P shall serve no more than one-two-year term.

4.  The Vice President – Recruitment and Member Benefits - shall serve no more than one-two-year term. The VP R&MB may or may not be currently serving as a C.A.E. Director.

5.  The Secretary shall serve no more than three-two-year terms.  The Secretary may or may not be currently serving as a C.A.E. Director.

6.  The Finance Chair shall serve no more than three-two-year terms.  The Finance Chair may or may not be currently serving as a C.A.E. Director.

7.  CAE Directors shall be elected by members of F.A.C.T. Education and shall serve no more than two-three-year terms in succession. Whenever any vacancies shall occur, a successor shall be elected by the career cluster affected. The Board of Directors shall establish a system for sequencing the term of office of C.A.E. Directors.

8.  Partnership advisors shall be elected by members of the partnership and shall serve no more than two-three-year terms.

9.  The officers shall begin their term of office on August 1 following their election.

10.  The office of Past-President will be an ex-officio position filled by the elected President from the previous year, or when necessary, appointed by the current President.

11.  The officers of F.A.C.T. Education, shall be elected when necessary at the annual meeting and shall hold office until their successors are chosen.

12.  Any exception requires approval by the Executive Committee to be ratified by the Board of Directors at its next scheduled meeting.

 

B.  Process of Nomination

1.  During the annual election cycle nominees for eligible offices shall be approved by the Board of Directors.

 

C.  Method of Election

1.  The Vice President Legislation and Procedures , Vice President Recruitment and Member Benefits, Secretary and Finance Chair, and all other offices other than President, shall be elected by the membership eligible to vote.

2.  CAE Directors shall be elected when possible, or appointed from the eligible career clusters.

3.  Partnership advisors shall be elected or appointed by representatives from their respective career cluster, or appointed by the executive committee and ratified by the membership at the annual meeting.

4.  The Board of Directors shall establish 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 F.A.C.T. Education 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 (50% of cast votes plus 1) shall constitute an election.

5.  If at any time during the election process a candidate for office withdraws or is disqualified, the Board of Directors will determine if the office is to be declared vacant.

 

Article XI-Amendments

 

The F.A.C.T. Education Bylaws and Articles of Incorporation may be amended as follows:

1.  Proposed amendments accompanied by a written rationale for the change shall have been approved by the Board of Directors.

2.  Proposed amendments with a written rationale shall be reviewed by the Bylaws Committee who may recommend acceptance or rejection.

3.  All proposed amendments shall be provided to the members at least 30 days prior to a vote.

4.  Amendments to the F.A.C.T. 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.

5.  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 XII-Parliamentary Authority

 

The current edition of Robert’s Rules of Order, Newly Revised, will govern any provision not covered by the Bylaws of the F.A.C.T. Education.

 

Article XIII-Fiduciary

 

1.  The Board of Directors may authorize any officer or officers, agent or agents of F.A.C.T. Education 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.

2.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of F.A.C.T. Education 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 Board of Directors. In absence of such determination of the Board of Directors such instruments shall be signed

by the Secretary/Finance Chair and counter-signed by the President of F.A.C.T. Education.

3.  All funds of F.A.C.T. Education shall be deposited to the credit of F.A.C.T. Education in such banks, trust companies, or other depositories as the Board of Directors may select.

4.  The Board of Directors may accept on behalf of F.A.C.T. Education, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of F.A.C.T. Education.

 

Article XIV-Books and Records

 

F.A.C.T. Education shall keep, correct, and complete books and records of account, and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, 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 F.A.C.T. Education may be inspected by the Audit Committee, CPA and/or attorney for any proper purpose at any reasonable time.

 

Article XV-Miscellaneous Provisions

 

1.  Fiscal Period. The fiscal period of F.A.C.T. Education shall be from August 1 to July 31, or such other period as approved by the Board of Directors.

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 corporation shall follow all applicable laws. Upon dissolution, it shall be the obligation of the Board of Directors to ensure that all just debts and claims against the corporation 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)(3) of the Internal Revenue Code. Such organizations are to be selected by the Board of Directors.

4.  Indemnification. To the fullest extent permitted by law, but limited to the F.A.C.T. Education’s insurance coverage, the corporation 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 law, may indemnify and hold harmless any agent or employee of F.A.C.T. Education 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 F.A.C.T. Education.

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.

 

Article XVI-Certificate of Formation Domestic Non-Profit State of Texas

 

Incorporated under the laws of the State of Texas, July 24, 2017

Amended and adopted 10.13.2017