Bylaws[1]

1.    Preamble

Bylaws are guidelines for the operation of the internal affairs of the organization.  Bylaws provide a framework for an organization and allow for a process of change over time. Bylaws are the legal guidelines of the organization.

 

2.    Official Name

The name of the organization shall be known as the Textile and Apparel Programs Accreditation Commission (TAPAC), herein referred to as the Commission.

3.    Mission, Vision, and Purpos

The mission of the Commission is to provide quality assessment and quality enhancement of programs in textiles and apparel and allied areas at the baccalaureate level.

 

The vision of TAPAC is to advance excellence of the textile and apparel profession.

 

The purpose of the Commission is to serve as the accrediting body for programs in textiles and apparel and related areas at the baccalaureate level by establishing standards for the recognition of programs, and reviewing the characteristics and performance of individual programs against these established standards.

·         Textiles and Apparel – Describes programs that the Commission is considering for accreditation.  The Commission recognizes that a single program name does not accommodate all configurations of relevant curricula. “Textiles and apparel” is used throughout the document for consistency.

·  ·         Related Areas – Describes programs that may be called something other than “textiles and apparel,” yet have content areas compatible with the academic standards established by the Commission.  

4.       Organizational Structure

The Commission shall be composed of an Assembly of Delegates representing accredited and affiliate programs and a Board of Commissioners that directs the activities of the Commission.  An executive committee within the Board of Commissioners shall work with the Executive Director to guide the work of the Board. Descriptions of these entities and their responsibilities are provided in subsequent sections of this document.

5.    Board of Commissioners

5.1  General Powers of the Board of Commissioners

TAPAC shall have a Board of Commissioners with the following responsibilities:

a.       Adopt and apply policies, processes, and procedures for accreditation.

b.       Consider and act on applications for accreditation.

c.       Issue a list of accredited institutions and programs.

d.       Monitor compliance with the standards of accreditation of institutions and programs.

e.       Conduct an annual meeting of the TAPAC Assembly of Delegates.

f.         Appoint members and chairpersons to committees, task forces, and working groups, except standing committees addressed in 7.2.

g.       Approve the slate of candidates for commissioners and standing committees.

h.       Hire, evaluate, compensate, and dismiss a chief administrative officer to manage the operation of TAPAC, whose title shall be Executive Director.

i.        Elect officers from within the Board to serve on the executive committee.

j.        Oversee revenues, expenditures, investments, budget development, and internal financial controls.

k.       Promulgate standards of accreditation, after notice to and comment from the assembly of delegates.

l.        Assure canons of ethical business operations and personal conduct.

m.     Develop, coordinate, implement, and assess the strategic plan, proposing revisions as needed.

n.       Assess the effectiveness of TAPAC in fulfilling its mission and meeting its goals and objective

a.       Propose and enact amendments to the bylaws.

5.2   Composition of the Board

The Board of Commissioners shall be made up of representatives from textiles and apparel and related baccalaureate programs in academic colleges and universities, the International Textile and Apparel Association (ITAA), and the textiles and apparel industry. Fourteen (14) Commissioners are elected or appointed as described below.  

 

5.2.1    Nine (9) commissioners shall be elected by the TAPAC Assembly of Delegates from its membership to represent diversity of types of four-year programs and ITAA content areas.

5.2.2    The president of the Board of Commissioners shall serve as an ex-officio voting member of the Board.

5.2.3    The past-president shall serve as an ex-officio voting member of the Board.

5.2.4    The ITAA Council shall appoint one ITAA Council member to the Board of Commissioners. This commissioner shall serve as an ex-officio, non-voting member of the Board.

5.2.5    One commissioner representing the textile and apparel industry shall be appointed by the TAPAC Board of Commissioners. This commissioner shall serve as an ex-officio, non-voting member of the Board.

5.2.6    The Executive Director of TAPAC shall serve as an ex-officio, non-voting member of the Board of Commissioners.

5.3    Election/Appointment of Commissioners

5.3.1    An election shall be held annually to fill open positions on the Board of Commissioners.

5.3.2    The Nominating Committee (see Section 6) and ITAA Council shall identify nominees and appointees, respectively, prior to the annual meeting of the Assembly of Delegates.

5.3.3    The Assembly of Delegates shall elect commissioners via electronic ballot prior to the annual meeting.

5.3.4    Commissioners shall serve a term of three years and may serve two consecutive terms.

5.4   Officers of the Board

5.4.1  Officers of the Board of Commissioners shall be president, president-elect, past-president, secretary, and treasurer. These officers are members of the Executive Committee (see section 8.1).

5.4.1.1 The president of the Commission shall:

a.       Serve as chair of the Executive Committee

b.      Preside at all meetings of the Commission.

a.       Support the work of the Commission and ensure its effectiveness.

b.      Serve as a signatory officer for the Commission.

c.       Serve as an official spokesperson for the Commission.

d.      Vote as an ex-officio member of the Board of Commissioners

e.       Serve as the past-president in the subsequent year.

   5.4.1.2  The president-elect of the Commission shall:

a.   Preside at meetings of the Commission in the absence of, or when requested by the president.

b.   Perform the duties of the president in the event of the president’s temporary inability to serve.

    c.   Perform other duties as the president may direct.

    d.   Serve as the president and past-president in            subsequent years.

5.4.1.3  The past-president of the Commission       shall:

              a.   Serve as advisor to the president when  

                    requested.

              b.   Chair the Nominating Committee.         

        c.   Vote as an ex-officio member of the Board         of Commissioners

                       5.4.1.4  The treasurer of the Commission shall:

a.   Oversee the proper custody and management of the Commission funds and securities with general concurrence of the Commission.

b.   Make regular financial reports to the Board of Commissioners and the Assembly of Delegates.

5.4.1.5  The secretary of the Commission shall:

a.   Ensure that meeting proceedings are duly documented and confirm their accuracy.

b.   Ensure that proper notice of meetings is given in accordance with these bylaws.

                

5.4.2   Election of Officers

5.4.2.1  Officers of the Board shall be elected by the Board of Commissioners from the voting commissioners excluding ex-officio commissioners.

5.4.2.2  The election of officers shall be conducted and results announced prior to the annual election of commissioners.  

5.4.2.3  The president-elect shall be elected for a one year term, and shall serve as president and past president in succeeding years.

5.4.2.4  Secretary and treasurer shall be elected to one year terms and may serve two consecutive terms.

5.4.2.5  No one shall hold more than one office at a time.

5.4.2.6  Terms of office shall begin January 1.

5.4.3    If a vacancy occurs among the elected      officers of the Board of Commissioners, the president of the Commission shall appoint a person to fill the vacancy until a special election is held to fill the unexpired term.  The vacancy shall be filled from existing members of the Board of Commissioners.

5.4.3.1  If a vacancy occurs in the office of president, it shall be filled by the president-elect for the remainder of the term.

5.4.3.2  If a vacancy occurs in both the offices of the president and president-elect, the secretary shall serve as the president until Board of Commissioners appointees fill both vacancies.

 

5.4.4        Any officer may resign at any time by submitting written notice to the president of the Board. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the president. The president of the Commission may resign by submitting written notice to the president-elect, who shall promptly notify the remaining commissioners. Such resignation shall take effect at the time specified therein or, if no time is specified, upon acceptance thereof by the majority of the Commission members.

 

5.4.5      Any officer may be removed by a vote of two-thirds of the Board of Commissioners.

5.5. Board Voting

5.5.1.     Two-thirds of the voting Board of Commissioners shall constitute a quorum to hold a meeting.

5.5.2.      Every commissioner entitled to vote shall have one (1) vote. Proxy votes shall not be allowed.

5.5.3.      Accreditation actions shall require a two-thirds affirmative vote of the full Board of Commissioners (affirmative vote of eight of the eleven voting members of the Board of Commissioners).

5.5.4.      Other actions of the Commission shall require a two-thirds affirmative vote of the full Board of Commissioners.

5.5.5.      Members of the Board of Commissioners whose programs are under review shall recuse themselves from any accreditation discussion relating to their programs. If there is a conflict of interest on any matter, the member of the Board of Commissioners shall declare a conflict of interest and be recused from all discussion and action related to such matter.

6.       Assembly of Delegates

The Assembly of Delegates comprises representatives of accredited programs in good standing and affiliate programs in good standing, as well as members of the Board of Commissioners.

          6.1. Membership

Every program interested in accreditation matters, seeking accreditation, or accredited by TAPAC shall be eligible for membership. Members shall be represented in the Assembly of Delegates by one voting  designate of the program. Membership shall be contingent upon paying annual dues and compliance with these bylaws. There are two categories of membership:

6.1.1   An accredited program has successfully completed the accreditation process and meets or exceeds quality standards.

6.1.2   An affiliate program pays the affiliate dues to allow participation in matters addressing issues in higher education that may have an impact on accreditation.

 

6.2.  Delegates

6.2.1    Appointment of delegates shall be the responsibility of the member program.  Upon application to membership, the program shall identify a delegate to receive correspondence and ballots.

6.2.2    Program must notify the TAPAC Executive Director of any change in delegate or their proxy to attend and vote at the annual meeting.

6.2.3    Length of term of delegate service shall be determined by the member program.

 

6.3.  Accreditation Status 

6.3.1.  Accreditation.

Accreditation or provisional accreditation          status is granted by vote of the Board of              Commissioners. For additional information, refer to the TAPAC Policies and Procedures.

6.3.2. Withdrawal of Accreditation

The Commission may withdraw a program's accreditation if, at any time, it fails to meet eligibility criteria, meet any procedural requirement, or comply with evaluation standards, and may require that cause be provided in support of not withdrawing a program’s accreditation. A program for which accreditation has been withdrawn may not reapply for accreditation until a period of one year has elapsed since the Commission’s decision.

6.3.3    Relinquishment of Accreditation

Accreditation of a program shall automatically be relinquished if: (a) the institution loses its accreditation to operate; (b) the Commission receives, and formally accepts, written notification from the chief executive officer of the institution that it voluntarily relinquishes accreditation; or (c) the program ceases to operate.

 

6.4.  Transfer of Membership

     Membership in TAPAC is not transferable or         assignable.

 

6.5.  Dues Structure

Dues structure and other fees associated  with accreditation shall be determined by the Board of Commissioners and made available on the TAPAC website. 

7.    Assembly of Delegates Meetings

7.1     Annual Meeting

The Assembly of Delegates shall meet annually, at a time and place specified by the Board of Commissioners, to receive annual reports and transact such other business as may properly come before the assembly. Meeting notice shall be sent to each delegate not less than thirty (30) days prior to the date of meeting.

7.2  Quorum

Two-thirds of total Assembly of Delegates shall constitute a quorum. A quorum is required for business to be conducted.

7.3     Voting

Every commissioner or delegate entitled to vote shall have one (1) vote. Unless otherwise stipulated in these bylaws, matters brought to vote require a simple majority vote of the full assembly of delegates for approval.

7.4   Conducting Meetings

The rules contained in the latest edition of Robert’s Rules of Order shall govern the way business is conducted in meetings.

7.5 Special Meetings

Special meetings may be called by the president and the president-elect or shall be called by the president upon written request addressed to the president, either by a majority of members of the Board of Commissioners or in response to a request signed by 10 percent of the Assembly of Delegates members. Notice of any special meeting shall be mailed to each commissioner or delegate at his/her last recorded address at least 30 days in advance, with a statement of time and place and a preliminary agenda of topics for discussion. No business other than that stated in the notice of the special meeting shall be considered during any such meeting.

8.       Committees

8.1   Executive Committee

The Executive Committee of the Board of Commissioners shall consist of the president, president-elect, past-president, treasurer, and secretary.  Meetings shall be called as needed by the president.

The Executive Committee shall report its activities to the Board of Commissioners and report activities of the Board to the Assembly of Delegates.

 8.2  Standing Committees

The Commission shall have standing committees with a chair from the Board of Commissioners and members from the Assembly of Delegates whose duties are summarized in these bylaws.  The Commission's standing committees include, but are not limited to, the Nominating Committee and Standards Committee. Subject to the approval of the Executive Committee, the president shall appoint the members of the standing committees in accordance with the provisions of this section.  The president may remove any member of a standing committee, subject to ratification by the Executive Committee whenever such action is in the best interest of TAPAC, or when such member shall cease to qualify for committee membership. Vacancies shall be filled only for the remainder of the term of the vacated position.

The Nominating Committee shall consist of five members, including the past-president of the Board of Commissioners and four elected members from the Assembly of Delegates, each serving two year terms.

8.2.1  Elections will be via electronic ballot at the same time and under the same guidelines as other elected positions.

8.2.1.1  It shall be the duty of the Nominating Committee to:

a.       Determine members' interest in serving on the Board of Commissioners or on a standing committee.

b.      Accept nominations from the membership by any means deemed appropriate prior to developing the ballot, and reduce those nominations to a manageable slate at the Committee’s discretion.

c.       Obtain the consent of each candidate to serve.

d.      Prepare a slate of candidates for open seats on standing committees and  on the Board of Commissioners.

e.       Submit the proposed slate to the TAPAC Board of Commissioners for approval and submission to the Assembly of Delegates for vote by electronic ballot.

f.        Report the results of the election.

8.2.1.2  Current members of the Nominating Committee shall not be eligible to be included on the ballot for Board seats.

8.2.2        The Standards Committee shall consist of five members, including four elected members from the Assembly of Delegates and the president-elect of the Board of Commissioners.  Elections shall be via electronic ballot at the same time and under the same guidelines as other elected positions.

 

8.2.2.1  It shall be the duty of the Standards Committee to:

a.      Propose to the Board of Commissioners amendments to published standards, with consideration of comments from review committees.

b.      Report amendments of published standards to the Assembly of Delegates at the annual meeting and/or via TAPAC Board of Commissioners communications. 

9.       Amendments to Bylaws

9.1     Amendment Consideration

No amendment shall be considered at the annual meeting unless the same has been submitted for consideration either upon recommendation of the Board of Commissioners or by written petition executed by not less than 10 percent of Assembly of Delegates members.  Any proposed amendment shall be filed with the Commission secretary by either the Board of Commissioners or the petitioning members, as the case may be, not less than 45 days before the date of the meeting.

9.2     Amendment Announcement

The Commission secretary shall send notice of proposed amendments to each Assembly of Delegates member not less than 10 days prior to said meetings.

9.3     Amendment Voting

Commission bylaws may be amended by vote at the annual Assembly of Delegates meeting or by a special electronic vote.

Any amendment that will either increase or decrease the number of members of the Board of Commissioners shall require an affirmative vote of two-thirds of the full Assembly of Delegates via electronic vote.

10.       Defense and Indemnification

To the extent permitted by law, the Commission shall defend and/or indemnify any person who was or is a party defendant or is threatened with being made a party defendant to any legal action, suit, or proceeding (other than an action, suit, or proceeding by or in the right of the Commission) by reason of the fact that he/she is or was a director, officer, employee, or agent of the Commission, or is or was so serving at the Commission's request for another profit or not-for-profit corporation, against expenses actually and necessarily incurred by him/her in connection with the defense of such legal action, suit, or proceeding, except in relation to matters as to which he/she shall be adjudged in such legal action, suit, or proceeding to be liable for negligence or misconduct in the performance of his/her duty to the Commission.

 

The termination of any legal action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith or in a manner that he/she reasonably believed to be in the Commission's best interests.

 

To the extent that the court or body in or before which such legal action, suit, or proceeding was finally determined has not addressed the questions of negligence or misconduct in the performance of the person's duty to the Commission, a determination that indemnification is proper shall be made by a majority vote of the Commission members. In the event of settlement of a legal action, suit, or proceeding, indemnification shall be made up to the amount that would reasonably have been expended in the defense, as provided for by the Commission. Indemnification shall not be deemed exclusive of any other rights to which the director, officer, employee, or agent may be entitled under any bylaw, agreement, vote of the Commission members, or otherwise.

11.       Legal Status

11.1 Fiscal Year

The fiscal year of the association shall begin on the first day of January and end on the last day of December, or as determined by the Commission.

11.2  Tax-Exempt Status

This Commission is a non-stock and nonprofit corporation.  No part of the net earnings of the Commission shall inure to the benefit of, or be distributed to, its directors, officers, or other private persons, except that the Commission shall be authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions to further the objectives set forth in the bylaws.

 

Notwithstanding any of the provisions in the Articles of Incorporation, the association shall not carry on any other activities not permitted: (a) by corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future U.S. internal revenue law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provisions of any future U.S. internal revenue law).

11.3    Dissolution

In the event that this Commission should ever be dissolved and cease to exist, the officers shall have the power and are hereby authorized to dispose for cash all property and securities belonging to the Commission. The amount of such cash less necessary expenses shall be added to any existing bank balance on hand. At the discretion of the officers holding office at the time of dissolution, the total sum shall be spent for some educational project, this action to be taken within approximately one year from date of dissolution. If during this period of one year, one or more of the officers should cease to function for any reason, the remaining officers are hereby authorized and directed to elect a new officer or officers from representatives of member institutions at the time of said dissolution.

 

[1] This document of TAPAC Bylaws was approved by the Board of Commissioners on March 28, 2018.