Texas Association of School Boards Inc

“The executive committee of the tasb board exercises authority as specifically delegated and, in the absence of specific delegation, may take emergency action on behalf of the board upon unanimous committee consent. The first public governance committee is a committee of the tasb board, composed of the board officers and executive director as voting members. This committee represents the interests of the tasb board as it relates to first public, an entity whose sole member is tasb (and a disregarded entity for federal tax purposes). Pursuant to tasb board policy, this committee is authorized to take all action related to tasb as the sole member of first public, including the hiring and firing of first public's managing director.”

“In september 2023, the organization's delegate assembly approved two changes to the organization's bylaws in regard to eligibility to serve on the board of directors that could be considered significant: (1) added an 18-month minimum local board service requirement for eligibility to seek election to the organization's board of directors and (2) addressed vacancies on the board of directors in situations where the powers and duties of a member's conventional school board are suspended temporarily by the state.”

“Tasb has three classes of members: active, associate, and affiliate. Active is the primary membership class and the only class with governance rights. Active members are boards of independent or common school districts, county boards of education, and regional education service centers within the state of texas that pay membership fees. The membership year of tasb is january 1 through december 31. For 2024, active member fees were charged at a minimum of $800 and a maximum of $11,000, and were determined based on the entity's prior year audited total of all funds operating expenses less debt service and capital outlays. Membership in tasb is voluntary and generally provides the following: nonpartisan advocacy at the state and national level (except for regional education service centers), legal assistance from knowledgeable attorneys, informational resources, board training (including tracking continuing education credits), subscription to tasb's periodical - texas lone star - and other publications, and member rates at conferences and workshops. Membership provides opportunities to subscribe to other tasb programs and services on an additional fee basis.”

“Members or others who may elect one or more members of the governing body: active tasb members elect the tasb board of directors and officers. The president of the texas association of education service centers (taesc) also has a voting ex-officio position on the tasb board by virtue of the tasb bylaws.”

“Decisions of the governing body subject to approval by members or others: the tasb board recommends bylaw amendments, mission statement amendments, beliefs, the advocacy agenda (which consists of cornerstone principles, priorities, and resolutions), and membership fees for active members for final adoption by the membership through the tasb delegate assembly. (the delegate assembly is comprised of representatives designated by active members each year and serves as tasb's general governing body.) form 990, part vi, section a, line 8a: the following is provided for clarification. Tasb board officers and the executive director (non-voting) make up the executive committee with certain designated authority. Meeting activities are documented, including actions taken, at each meeting. These individuals also serve as the first public governance committee (with the executive director serving in a voting capacity). While the same individuals serve on both committees, these are two separate committees with different roles and responsibilities. The first public governance committee, which has authority to act on behalf of the tasb board, documents its meeting activities, including actions taken, at each committee meeting. Other tasb committees also document their meeting activities, although most action items require final board approval.”

“The outside auditing firm engaged by the tasb board prepares the form 990 using information provided by tasb's accounting staff. The completed form 990 is reviewed by tasb's accounting staff and corporate counsel. A copy of the return is posted on an electronic site available to board members, who are notified via e-mail when the return is available for their review. Board members are given the opportunity to comment prior to final submission to the irs.”

“The tasb board avoids conflicts of interest that will materially and adversely affect the interests of tasb through board policy. Each board member (including the executive director who is an ex-officio, non-voting member of the board) reviews the board's conflict of interest policy and must complete, sign, and return an annual disclosure form, identifying the presence or absence of any known actual or potential conflicts. If a disclosure has been made, the board will determine whether the proposed transaction or arrangement is fair, reasonable, and in the best interest of tasb; and, in the case of a disclosed interest made by the executive director, the board's executive committee makes such determination. A person whose actual or potential conflict is under review must stand in recusal and not debate or vote on such determination. Records or minutes of the board will state the name of the board member whose interest was disclosed; state the nature of the interest; and summarize the content of the discussion and vote taken by the disinterested voting members. A similar annual disclosure requirement is required of tasb's key employees. Key employees, as well as all employees, cannot have financial interests in contracts or other transactions involving tasb, without the executive director (or designee) making a determination that the transaction is fair, reasonable, and in the best interest of tasb.”

“Tasb follows board-adopted policies regarding compensation of the tasb executive director, key employees and other executives, and the first public managing director (discussed below). The tasb executive committee evaluates comparability data, including periodic information from outside consultants, and recommends appropriate compensation for the executive director to the board. The executive director is authorized to set and approve compensation for tasb key employees, including other executives, under board-approved parameters. The executive director relies on comparable data from various sources. Regarding the first public managing director, as stated previously on schedule o with respect to part vi, line 1, the tasb board officers and the executive director collectively serve as the first public governance committee. The tasb board has delegated the first public governance committee with the authority to consider and approve matters that tasb is entitled to approve as the sole member of first public. This authority includes approving the compensation of the first public managing director. The first public governance committee relies on comparable data in making compensation decisions.”

“Tasb's charter, bylaws, conflict of interest policies, and audited financial statements are available for public inspection upon request.”

“Tasb leases certain employees to first public. These employees are defined as "associated persons" of first public by the securities and exchange commission. By virtue of the employee lease agreement between tasb and first public, first public has the authority to manage the day-to-day activities of these associated persons. First public has written supervisory procedures that associated persons must follow, and such procedures include the requirement to follow tasb administrative policies to the extent they do not conflict with the policies and procedures of first public.”

“In accordance with tasb bylaws, for 2023-24, the board consisted of 44 members, subject to vacancies. Because of two vacancies, board membership consisted of 42 members as of august 31, 2024.”

“While column (b) in section a reflects full-time tasb employees as working an average of 40 hours per week, these individuals are exempt and often work in excess of 40 hours.”

“Certain program service revenue reported on line 2 includes income derived from texas interlocal cooperation act administrative agencies and programs created to perform administrative functions associated with the routine operation of government. This revenue constitutes income which is related to the exempt purpose of tasb, and is exempt under section 501(c)(3) of the internal revenue code. The administrative services rendered by tasb to the various cash/procurement/risk management programs are related to its exempt function of lessening the burdens of government and, therefore, are related trade or business within the meaning of section 1.513-1(d)(2) of the regulations. Additionally, revenue from the texas interlocal cooperation act administrative entities is derived from the performance of an essential governmental function and is exempt under section 115 of the internal revenue code. The remaining elements of tasb's program service revenue are related to tasb's exempt function of lessening the burdens of government or serving an educational purpose and, therefore, such revenue also constitutes income from a related trade or business under section 1.513-1(d)(2) of the regulations.”

“Royalties primarily consist of revenue received through affinity and license agreements between tasb and five affiliated entities for the use of tasb's intellectual intangible assets such as its name and logo in promoting, marketing, and offering their various programs and services. These affiliated entities are all administrative agencies of cooperating local governments organized under the interlocal cooperation act, texas government code, chapter 791, that are managed by either tasb or its subsidiary (first public). Services provided by these affiliated entities directly contribute to tasb's exempt purpose by lessening the burdens of government on public schools and other governmental entities, and allowing them to be more efficient and effective. Other royalties are received from an internal audit service firm, a data analytics software development firm, an energy design-build contractor firm, and a retail electricity provider for the use of tasb's names and logos.”

“Texas association of school boards was initially formed as an unincorporated association in 1949. In 1999, texas association of school boards merged with its related non-profit corporate entity becoming the texas association of school boards, inc. (tasb).”

“Viii. Boardbook is a web-based software application that helps school districts and other subscribers assemble board meeting materials in a consistent, efficient manner, and provides for paperless meetings. Assembled materials are available via the web and can include links to other documents. The application allows for searches of archived board meeting materials and minutes. The public can view posted meeting notices, agenda materials, and minutes on a district's website. By using boardbook, districts are able to operate more efficiently and effectively, thereby lessening the burdens of government. There were over 800 texas and 830 out-of-state governmental entities subscribing to boardbook during fiscal year 2023-24. Tasb has also made boardbook available to non-profit and other private organizations inside and outside of the state of texas. Revenue generated from these organizations has been reported as unrelated business income on this form 990, and the form 990-t has been filed as required. Ix. Executive search services (ess) is a consulting service dedicated to helping districts find a chief executive officer or other key administrator. Searches include assistance at each stage of the process, from assessment and planning to offering screening assistance for decision makers. By utilizing ess services, districts are able to operate more efficiently and effectively, thereby lessening the burdens of government. Ess conducted 21 searches during fiscal year 2023-24. X. Tasb events is committed to enhancing the effectiveness of texas public school leadership teams through the provision of training opportunities. Major conferences held include txedcon, hosted jointly with another non-profit association, governance camp, and summer leadership institute. These training opportunities support public schools and related entities, and lessen the burdens of government. During fiscal year 2023-24, tasb events provided training to almost 7,000 conference attendees. Xi. Other revenue includes, but is not limited to, revenue generated through legislative update seminars, administrative professionals conferences, sales of various tasb products and publications, and printing services. These services and products support public schools and related entities, thereby lessening the burdens of government. Revenue generated from the sale of certain items and for the provision of services to other non-profit organizations has been reported as unrelated business on this form 990, and the form 990-t has been filed as required.”

“First public, a registered broker-dealer and licensed insurance agency, is a wholly owned subsidiary of tasb and a disregarded entity for federal tax purposes. First public is manager-managed. The managing director is appointed by the tasb board's first public governance committee. Activities of first public and applicable disclosures are consolidated with tasb in this 2023 irs form 990.”

“The following is provided for clarification. The budget & finance committee of the tasb board annually considers engagement of the accounting firm that will conduct the tasb financial statement audit. The committee's recommendation is taken to the tasb board for approval. The audited financial statements are presented to the committee, and the external auditors review their reports with the committee for acceptance. The audit is then taken to the tasb board for approval and acceptance upon recommendation of the committee. Regarding first public, the first public managing director engages the independent audit firm, reviews and accepts the annual financial statement audit, and presents the audit to the first public governance committee for review.”