ARTICLES OF FORMATION
TEXAS JAZZ EDUCATORS ASSOCIATION
Article 1 - Name
This organization shall be known as the Texas Jazz Educators Association hereinafter
referred to as TJEA or the Association. TJEA is a not-for-profit corporation organized under the
laws of the State of Texas.

Article 2 - Purpose
TJEA is organized and operated exclusively for literary and educational purposes as
defined in Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist
or as they may hereafter be amended. The purpose of TJEA shall be to advance music education,
and in specific furtherance thereof:
1. to foster and promote the understanding and appreciation of jazz and its artistic
performance;
2. to lend assistance and guidance in the organization and development of jazz and
popular music curricula in schools and colleges to include instrumental and vocal ensembles of
all types and sizes;
3. to foster the application of jazz principles to music materials and methods at all
levels of education both public and private;
4. to disseminate educational and professional news of interest to music educators;
5. to assist in the organization of conferences, clinics, festivals, and symposiums at
local, state, and regional levels
6. to cooperate with all organizations dedicated to the development of musical
culture

Article 3 – Term of Existence
The term of existence of the TJEA shall be perpetual.

Article 4 – Membership
There shall be three levels of membership in TJEA: Active, Student and Industry. Membership in TJEA will be
a yearly membership from July 1st to June 30th in a calendar year.

Article 5 – Directors
The Board of Directors, which shall be known as the Executive Board, shall be the legal representative of TJEA
and as such shall have, hold, and administer all the property, funds, and affairs of the TJEA. The Executive
Board shall be comprised of THREE Directors: One Senior Director and Two Associate Directors and FOUR

officers: President, Vice-President, Secretary and Treasurer. The duties of each office shall be defined in the
Bylaws of the TJEA. The following three persons shall be the initial directors:
Alex Parker
1931 Ruidoso Dr.
Waco, TX 76712
Cathy Benford
15415 Craigs Crest Path
Pflugerville, TX 78660
Richard Birk
Brazosport College
500 College Drive
Lake Jackson, TX 77566

Article 6 – Elections
The manner of the election of the members of the Executive Board shall be provided for in
the Bylaws of the Association.

Article 7 – Disposition of Assets in Case of Dissolution
In the event of dissolution or termination of the TJEA, the Executive Board shall, after
payment of all the liabilities of the Association, turn over all assets of the Association to the
Texas Music Educators Association, the Texas Orchestra Directors Association, the Texas
Bandmasters Association, and/or the Texas Choir Directors Association (or the successors of
such organizations) to be used exclusively for charitable, educational, or scientific purposes as
defined under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding
provision of any future United States Internal Revenue Law). Any such assets not so disposed of
shall be disposed of by the court of proper jurisdiction exclusively for such purposes or to such
organization(s) as said court shall determine, which are organized and operated exclusively for
such purposes.

Article 8 – Amendments
This Constitution may be altered or amended by an approving vote of two-thirds of those members who cast
ballots at a membership meeting, or by electronic mail. Ballots and necessary supporting information shall be
distributed at least thirty (30) days prior to the close of voting to all members of record who are eligible to vote.
Closing date for the vote shall be designated by the Executive Board. Proposed amendments to this Constitution
may be initiated by the Executive Board or by a petition signed by ten percent (10%) of the membership. The
TJEA shall make no amendments to this Constitution and shall enact no Bylaws that contravene the purposes
and goals of the association.

Article 9 – Bylaws
The Association may make and alter Bylaws consistent with the provisions indicated
heretofore and in accordance with the provisions stated or provided for in the Bylaws of the
Association. The initial bylaws shall be adopted by the initial directors. Amendments to the
initial bylaws shall be approved by the membership.

Article 10 – Limitation of Personal Liability
The private property of individual members of this association shall not be liable for
association debts.
Except as limited by law, the directors of the TJEA shall have no monetary liability to the
TJEA or its members for any acts or omissions in their capacities as directors.
A
rticle 11 – Private Gain and Political Activity
No part of the net earnings of the Association shall inure to the benefit of, or be distributed
to, its members or officers, or other private persons, except that the Association shall be
authorized and empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in Article 2 hereof. Board
members shall not be paid for their services to TJEA, but may be reimbursed for travel expenses
and the like. No substantial part of the activities of the Association shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the Association shall not
participate in, or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office. Not withstanding any other provision of
these articles, the Association shall not carry on any other activities not permitted to be carried
on (a) by an organization exempt from Federal income tax under Section 501(c)(3) of the
Internal Revenue Code of 1954 (or the corresponding provision of any future United States
Internal Revenue Law) or (b) by an organization, contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Internal Revenue Law).

Article 12 – Dues
Dues for membership shall be determined by the Executive Board of the TJEA and shall
be used for the yearly operations of the Association.

Article 13 – Meetings
Each fiscal year, there shall be quarterly meetings of the Executive Board with a quorum present. Quorum
shall consist of five members of the board. There shall be at least two meetings of the Membership each fiscal
year. The meetings of the Executive Board and/or the general membership shall be held at such time and place
as shall be designated by the Executive Board. All members shall be notified in advance of the time and place
of the meetings. Special meetings may also be called by written request from four (4) members of the
Executive Board with the provision that 30 days notice be given as prescribed above. Minutes shall be taken at
all official meetings and shall be made available to the membership in a timely manner, published in the
newsletter and/or on the website.

Article 14 – Registered Agent
The initial registered agent of the TJEA shall be Alex Parker. The initial registered office
of the TJEA shall be TJEA, 1931 Ruidoso Dr., Waco, TX, 76712.

Article 15 – Organizer
The name and address of the organizer of the TJEA is Alex Parker, 1931 Ruidoso Dr,
Waco, TX, 76712.
Dated September 14, 2008.

Bylaws of Texas Jazz Educators Association Page 1
BYLAWS OF
TEXAS JAZZ EDUCATORS ASSOCATION
These initial Bylaws of the Texas Jazz Educators Association (the “Association”) have
been duly adopted by the initial directors on the ___ day of February, 2009.

ARTICLE ONE
MEMBERSHIP
1.01 Classes of Membership. There shall be three classes of membership: Regular,
Student, and Industry.
1.02 Voting Rights. Only Regular Members shall have voting rights.
1.03 Non-Voting Members. Non-voting members shall have all rights of Regular
Members other than the right to vote.
1.04 Dues and Qualifications for Membership. The Executive Board shall establish the
dues structure of the Association and other qualifications for membership.

ARTICLE TWO
MEETINGS OF MEMBERS
2.01 Place of Meetings. Unless otherwise determined by the Executive Board, regular
semi-annual meetings of the Members shall be held at near the location of the annual convention
of the Texas Music Educators Association and the annual convention of the Texas Bandmasters
Association.
2.02 Time and Location of Semi-Annual Meeting. The annual meetings of the
Members shall be held twice each year on dates set therefor by the Executive Board
2.03 Notice of Meeting. Notice of the meeting, stating the place, day, and hour of the
meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given in writing to each member entitled to vote at the meeting at least ten (10)
but not more than sixty (60) days before the date of the meeting either by personal delivery, mail,
electronic mail, or any other means permitted by Tex. Bus. Org. Code § 6.051. Notice of
adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more,
in which case notice of the adjourned meeting shall be given as in the case of any special
meeting.
2.04 Special Meetings. Special meetings of the Members for any purpose or purposes
whatsoever may be called at any time by the President, or by any two (2) or more members of
the Executive Board, or by at least one-tenth of the Regular Members.
Bylaws of Texas Jazz Educators Association Page 2
2.05 Quorum. Five percent of the Regular Members present in person or by proxy shall
constitute a quorum for the transaction of business by the membership. The vote of a majority of
the Regular Members represented at a meeting at which a quorum is present shall be the act of
the membership meeting, unless a greater number is required by law, by the Certificate of
Formation or these Bylaws.
Business may be continued after withdrawal of enough Members to leave less than a
quorum.
2.06 Voting. Only Regular Members who are in good standing shall be entitled to vote.
Voting for the election of Directors and Officers shall be by voice vote unless any Regular
Member present at the meeting demands a ballot vote before the voting begins.
2.07 Proxies. Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing.
2.10 Action by Mail or Electronic Vote. Any matter requiring a vote by the members
may be conducted by mail, facsimile, electronic message, or any combination thereof.

ARTICLE THREE
EXECUTIVE BOARD
3.01 Governing Body. The Executive Board shall be the governing body of the TJEA,
subject to the rights of members set out herein.
3.02 Members of the Executive Board. The TJEA Executive Board shall consist of a
minimum of three directors and the President, President-Elect, Secretary, and Treasurer of the
Association. Only Regular Members in good standing of the TJEA may hold office or act as
directors of the Association. The number of Directors (in excess of three) may be increased or
decreased from time to time by amendment to these Bylaws but no decrease shall have the effect
of shortening the term of any incumbent Director. Any directorship to be filled by reason of an
increase in the number of Directors shall be filled by election at a semi-annual meeting or by
mail ballot in accordance with these Bylaws.
3.03 Powers. All corporate powers of the Association shall be exercised by, or under the
authority of, and the business and affairs of the Association shall be controlled by the Executive
Board, subject, however, to such limitations as are imposed by law, the Certificate of Formation,
or these Bylaws, as to actions to be authorized or approved by the Members. The Executive
Board may, by contract or otherwise, give general or limited or special power and authority to
the officers and employees of the Association to transact the general business, or any special
business, of the Association, and may give powers of attorney to agents of the Association to
transact any special business requiring such authorization.
Bylaws of Texas Jazz Educators Association Page 3
3.04 Election and Term of Office. The three directors shall be elected by the Members
entitled to vote for a staggered term of three years, and shall hold office until their respective
successors are elected, or until their death, resignation, or removal. The initial directors shall be
elected for one, two, and three year terms respectively. Terms of office shall begin on July 1 and
end on June 30.
3.05 Vacancies. Vacancies in the position of director may be filled by a majority of the
remaining members of the Executive Board, though less than a quorum, or by a sole remaining
member of the Executive Board. The Regular Members may elect a Director at any time to fill
any vacancy not filled by the Directors.
3.06 Removal of Directors. Any individual director may be removed from office with or
without cause by vote of the majority of a quorum of Regular Members any regular semi-annual
or special meeting of the Members.
3.07 Place of Meetings. Meetings of the Executive Board shall be held at a place
designated by the President and within the State of Texas.
3.08 Special Meetings. Unless established by policy of the Executive Board, there shall
be no regularly scheduled meetings of the Executive Board. Special meetings of the Executive
Board shall be held at such times as the President and/or the Executive Board may determine.
There shall be at least one meeting of the Executive Board at least every calendar quarter.
3.09 Special Meetings Call and Notice. Special meetings of the Executive Board for
any purpose shall be called at any time by the President, or, if he is absent or unable or refuses to
act, by the President-Elect or any two members of the Executive Board.. Written notices of the
special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be
mailed or personally delivered to each member of the Executive Board not later than seven days
before the day appointed for the meeting.
3.10 Quorum. A majority of the members of the Executive Board shall be necessary to
constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.
Every act or decision done or made by a majority of the members of the Executive Board present
at a meeting at which a quorum is present, shall be regarded as the act of the Executive Board,
unless a greater number be required by law or by the Certificate of Formation.
3.11 Executive Board Action Without Meeting. Any action required or permitted to be
taken by the Executive Board, may be taken without a meeting, and with the same force and
effect as a unanimous vote of the members of the Executive Board, if all members of the
Executive Board shall individually or collectively consent in writing to such action.
3.12 Adjournment Notice. A quorum of the Directors may adjourn any Directors'
meeting to meet again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting need not be given to absent Directors if the time and place is fixed at the
meeting adjourned. In the absence of a quorum, a majority of the Directors present at any
Bylaws of Texas Jazz Educators Association Page 4
Directors' meeting, either regular or special, may adjourn from time to time until the time fixed
for the next regular meeting of the Board.
3.13 Conduct of Meetings. The President, or, in his absence, any member of the
Executive Board selected by the members present shall preside at meetings of the Executive
Board. The Secretary of the Association, or in his absence, any person appointed by the
presiding officer, shall act as Secretary of the Executive Board.
3.14 Compensation. Directors and members of committees may receive reimbursement
for expenses, as may be fixed or determined by resolution of the Executive Board, but may not
be paid for their services as members of the Executive Board or as officers.
3.15 Telephone or Electronic Meetings. The Executive Board may meet by means of
conference telephone call or any other method allowed by Tex. Bus. Org. Code § 6.602.

ARTICLE FOUR
OFFICERS
4.01 Title and Appointment. The Officers of the Association shall be a President, the
President-Elect, a Secretary, a Treasurer, and such assistants and other officers as the Executive
Board shall from time to time determine. Any two offices, except President and Secretary, may
be held by one person. In addition, the Executive Board may elect one or more Vice-Presidents
(the number thereof to be determined by the Executive Board). Vice-Presidents shall not be
members of the Executive Board.
4.02 Election and Term. The initial officers of the Association shall be elected by the
initial members of the Executive Board and serve until the persons chosen in the first election of
officers by the membership take office. The Officers of the Association shall be elected biannually
by the Regular membership at a regular semi-annual meeting of the membership or by
mail or electronic ballot as provided herein. The terms of the officers shall be staggered as
follows:
President-Elect Elected each year.
Secretary Elected in even numbered years.
Treasurer Elected in odd numbered years.
Each Officer, other than the President-Elect and President, shall hold office for two years
and until his successor is elected, or until his death, resignation or removal. Terms of office shall
begin on July 1 and end on June 30.
The person elected to the office of President-Elect shall serve two years. The first year of
such term such person shall serve as President-Elect and the second year of such term, such
Bylaws of Texas Jazz Educators Association Page 5
person shall serve as President. The Executive Board shall initially elect a President and shall
not initially elect a President-Elect. At the first election of officers by the membership, both a
President and a President-Elect shall be elected. The initial term of the first President elected by
the membership shall be one year.
4.03 Removal. Any officer elected by the membership may be removed from office with
or without cause by vote of the majority of a quorum of Regular Members any regular semiannual
or special meeting of the Members.
Any Officer elected or appointed by the Executive Board may be removed by the
Executive Board whenever in its judgment the best interests of the Association would be served
thereby.
4.04 Vacancies. A vacancy in any office because of death, resignation, disqualification
or otherwise, may be filled by the Executive Board for the unexpired portion of the term.
4.05 President. The President shall be the principal executive officer of the Association
and shall in general supervise and control all of the business and affairs of the Association. He
shall preside at all meetings of the Members and of the Executive Board. He may sign, with the
Secretary or any other proper officer of the Association authorized by the Executive Board, any
contracts or other instruments which the Executive Board have authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by the Executive
Board or by these bylaws or by statute to some other Officer or agent of the Association; and in
general he shall perform all duties incident to the office of the President and such other duties as
may be prescribed by the Executive Board from time to time.
4.06 President-Elect. In the absence of the President or in the event of his inability or
refusal to act, the President-Elect shall perform the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the President.
4.07 Vice-President .Vice-Presidents shall perform such duties as from time to time may
be assigned to them by the Executive Board.
4.08 Treasurer. If required by the Executive Board, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or sureties as the Executive
Board shall determine. He shall have charge and custody of and be responsible for all funds and
securities of the Association; receive and give receipts for moneys due and payable to the
Association from any source whatsoever, and deposit all such moneys in the name of the
Association in such banks, trust companies, or other depositories as shall be selected in
accordance with the provisions of these bylaws; and in general perform all the duties incident to
the office of Treasurer and such other duties as from time to time may be assigned to him by the
President or by the Executive Board.
4.09 Secretary. The Secretary shall keep the minutes of the meetings of the Members
and of the Executive Board in one or more books provided for that purpose; give all notices in
Bylaws of Texas Jazz Educators Association Page 6
accordance with the provisions of these bylaws or as required by law; be custodian of the
corporate records and of the seal of the Association, and affix the seal of the Association to all
documents, the execution of which on behalf of the Association under its seal is duly authorized
in accordance with the provisions of these bylaws; keep a register of the post-office address of
each member which shall be furnished to the Secretary by each member; and, in general, perform
all duties incident to the office of Secretary and such other duties as from time to time may be
assigned to him by the President or by the Executive Board.
4.10 Other Duties, Responsibilities, and Limitations. The Executive Board, by proper
action, may assign other duties and responsibilities to officers or may restrict the authority of any
officer.

ARTICLE FIVE
RECORDS AND REPORTS
5.01 Inspection of Books and Records. All books and records provided by statute shall
be open to inspection of the Regular Members from time to time and to the extent expressly
provided by statute, and not otherwise. The members of the Executive Board may examine such
books and records at all reasonable times.

ARTICLE SIX
AMENDMENT OF BYLAWS
6.01 Amendment of Bylaws. The power to alter, amend, or repeal these Bylaws is
vested in the Executive Board, subject to repeal or change by action of the Regular Members.
6.02 Notice of Proposed Amendment. All Regular Members shall be entitled to at least
thirty days notice of any vote on any proposed amendment to the bylaws. Such notice shall
include the text of the proposed amendment and a fair explanation of the purpose of the proposed
amendment.

ARTICLE SEVEN
ADVISORY BOARD
7.01 Appointment of Members. The Advisory Board shall be appointed by the
Executive Board for one year terms subject to removal at any time, with or without cause.
Members of the Advisory Board may be reappointed indefinitely.
7.02 Qualifications. The members of the Advisory Board must be members in good
standing but may be Regular, Student or Industry Members.
Bylaws of Texas Jazz Educators Association Page 7
7.03 Duties and Responsibilities. The members of the Advisory Board shall provide
input and guidance to the Executive Board and shall participate in and advance the activities and
purposes of the Association in cooperation with the Executive Board.

ARTICLE EIGHT
GENERAL PROVISIONS
8.01 Nomination Procedure. The Executive Board shall establish a procedure for
nomination of prospective directors and officers by a committee appointed by the Executive
Board. The members of the nominating committee shall be Regular Members of the Association
in good standing. The procedure shall provide that nominations for director or officer may be
made by any two Regular Members in good standing and provide reasonable notice of such right
to the Regular Members so that such right may be exercised.
8.02 Election Procedure. The Executive Board shall establish an election procedure
which may be by mail or electronic ballot. Elections shall be determined by a plurality unless
the Executive Board establishes a procedure calling for run-off or ranked voting and discloses
such procedure an all ballots.
8.03 Notice. Any notice required by these bylaws may be given in any manner provided
by Tex. Bus. Org. Code § 6.051 including, without limitation, by electronic mail.
8.04 Certificate of Formation. The Certificate of Formation of the Association shall be
considered in all respect as incorporated in these Bylaws.


Adopted by the Executive Board on ______________________, 2009.
________________________
Alex Parker
________________________
Cathy Benford
________________________
Richard Birk
TJEA Bylaws DCD 4.docx