SECTION 1 Office and Registered Agent

Transcription

1 BYLAWS OF TENNESSEE ASSOCIATION OF INDEPENDENT SCHOOLS SECTION 1 Office and Registered Agent Section 1.01: Registered Office. The Association shall designate and continuously maintain a registered office in the State of Tennessee. Section 1.02: Principal Office. The principal office of the Association shall be that which is designated as such in its Charter. Section 1.03: Other Offices. The Association may also have other offices within and without the State of Tennessee at such places as the Board of Directors may from time to time determine. Section 1.04: Registered Agent. The Association shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office. SECTION 2 Members Section 2.01: Categories of Membership. The Association shall have the following classes of membership and representation: (a) Institutional. Any independent (non-public) elementary and/or secondary school incorporated as not for profit and operating as such in the state of Tennessee which complies with the Association s standards for membership and subscribes to the purposes of the Association shall be eligible for Institutional membership. (i.) Standards for Membership. Requirements for institutional membership in the Association are: A school must have been in operation for three academic years. A school must be accredited/approved by one of the following: the Southern Association of Colleges and Schools (SACS), the Southern Association of Independent Schools (SAIS), the Tennessee Department of Education. A school must be classified as a non-profit organization under section 501(c) (3) of the U.S. Internal Revenue Code and laws of Tennessee. A school must maintain non-discriminatory policies. Page 1 of 9

2 (ii.) Representatives of a School in the Association. An institutional member shall be represented by the chief executive of the school (Head, Headmaster, Principal, President, etc.) who shall act for the school in all matters before the Association. Additional representatives may represent the school in their areas of expertise and interest, may serve on committees of the Association, and perform such other functions for the Association that may arise from time to time. b) Provisional. A school otherwise eligible for Association membership that has been in existence for less than three years or is awaiting 501(c)(3) approval or accreditation by Southern Association of Colleges and Schools (SACS) or Southern Association of Independent School (SAIS) or approval by the State Department of Education may be granted Provisional membership. It will be represented by the school head (without vote). c) Associate. Any not for profit organization, classified as a 501(c)(3) organization under the U.S. Internal Revenue Code, with goals and purposes consistent with the Association may be granted Associate membership. It will be represented by the senior administrator of the organization in Tennessee (without vote). d) Corporate Sponsor. Any corporation operating in Tennessee with an interest in the Association may be granted corporate membership. It will be represented by its senior Tennessee representative (without vote). Corporate Sponsor membership does not imply endorsement or approval of the corporation s products or services. e) Individual. Any individual with a professional interest in the activities of the Association may be granted Individual membership (without a vote). Individual members may participate in Association activities, may serve on committees of the Association, and perform such other functions for the Association that may arise from time to time. f) Honorary Membership. A person who has served independent education with exceptional distinction over an extended period of time may be granted honorary membership (without vote), which is permanent. Honorary membership is the highest honor that can be bestowed by the Association Section 2.02: Election to Membership. All applicants for membership will be reviewed by the Membership Committee or the Executive Director who will report their findings to the Board. An applicant will be elected to membership by a majority vote of the Board of Directors. Membership is renewed annually upon payment of fees and continued compliance with the Standards of Membership. Section 2.03: Dues. The Board of Directors shall set annual dues appropriate to the category of membership. Failure to make timely payment of dues will result in suspension of all rights and privileges of membership. Page 2 of 9

3 Section 2.04: Meetings. Affairs of the Association shall be conducted at an Annual Business Meeting. Unless specifically reserved for action by the membership, a Board of Directors elected as provided in Section 4.02 below shall conduct affairs of the Association. SECTION 3 Board of Directors Section 3.01: General Powers and Qualifications. All powers of the Association shall be exercised by and under the authority of, and the affairs of the Association shall be managed under the direction of, the Board of Directors. All Directors must be natural persons and shall be at least eighteen (18) years of age. Section 3.02: Number of Directors. The Board of Directors shall be comprised of the officers of the Association and three (3) Directors-at-Large, the immediate Past President, the Teacher Services Committee chair and the Administrator Services Committee chair. The three members-at-large shall represent the three grand divisions of the state. Efforts shall be made to insure that the Board of Directors is broadly representative of the total membership of the Association. Directors shall be chief executive officers of member schools. These Bylaws may be amended from time to time to increase or decrease the number of Directors within the limits provided by law; although at no time shall there be fewer than three (3) Directors. The Executive Director shall serve ex-officio without vote. Section 3.03: Election and Tenure. Directors shall be elected by the voting members of the Association at the Annual Business Meeting of the Association, or at such other place as may be fixed by prior resolution of the Board of Directors with no less than fifteen (15) days notification of the time and place of such election. The three Directors-at-Large shall be elected to serve for a term of three (3) years. The immediate Past President shall serve as an advisor to the President and the Board of Directors following his or her term as President. The Teacher Services Committee chair, the Administrator Services Committee chair and the liaison to TSSAA shall be appointed by the Board of Directors and shall be asked to serve for two (2) years or until his or her successor is appointed and qualifies, subject, however, to the removal of any Director as allowed by law. If a vacancy occurs on the Board of Directors it shall be filled according to the provisions of section 3.09 below. Section 3.04: Regular Meetings. Regular meetings of the Board of Directors will held three times a year, in fall, winter and June. Meeting dates for the next year will be set at the June meeting, and may be modified as the Board shall determine at a regularly scheduled Board meeting. Section 3.05: Special Meetings. Special meetings of the Board of Directors may be called by the President or by any two (2) Directors with seven (7) calendar days notice. Section 3.06: Notice of Meetings. Except as otherwise provided by these Bylaws, the notice requirements for meetings are as follows: Page 3 of 9

4 a) Regular meetings of the Board will be held according to the schedule set by the Board of Directors at its June meeting, and may be modified as the Board shall determine at a scheduled Board meeting or a majority vote. b) Special Meetings of the Board of Directors must be preceded by at least seven (7) days notice to each Director of the date, time, and place, but not purpose, of such special meeting. c) Not withstanding (a) and (b) above, any action by the Board of Directors to remove a Director or to approve a matter that would require approval by the members of the Association shall be preceded by at least seven days (7) written notice to each director that the matter will be voted upon at a therein specified meeting of the Board of Directors, unless such notice is waived pursuant to Section 3.07 or Section 7.04 below. d) Notice of any adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken. Section 3.07: Waiver of Notice of Meeting. If a Director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Section 3.08: Quorum and Voting. A quorum of the Board of Directors consists of a majority but no fewer than two (2) of the Directors then in office before a meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors, except as otherwise provided in these Bylaws. Section 3.09: Vacancy. If a vacancy occurs on the Board of Directors, including a vacancy resulting from a resignation, an increase in the number of Directors, or a vacancy resulting from a removal of a Director with or without cause: (a) The members of the Association present and voting at the Annual Business Meeting may fill the vacancy; or (b) The Board of Directors may fill the vacancy; or (c) If the Board of Directors remaining in office somehow constitutes fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all Directors remaining in office. Section 3.10: Removal of Director without Cause. The Board of Directors may remove any Director without cause by the affirmative vote for such removal of two-thirds (2/3) of the Directors then in office. Section 3.11: Action without a Meeting. Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all Directors consent to taking such action without a meeting. If all Directors so consent, the affirmative Page 4 of 9

5 vote of the number of Directors that would be necessary to authorize or take such action at a meeting shall be the act of the Board, except as otherwise provided in these Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each Director entitled to vote, indicate each signing Director's vote or abstention on the action, and be delivered to the Executive Director of the Association to be filed with the Association records and included on the minutes of the next Board of Directors meeting. Section 3.12: Indemnification. With respect to claims or liabilities arising out of service as a Director of the Association, the Association shall indemnify and advance expenses to each present and future officer (and his or her estate, heirs, and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended. Section 3.13: Immunity. To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, each present and future Director (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Association. SECTION 4 Officers Section 4.01: Required Officers. The officers of the Association shall be a President, a Vice- President, a Secretary, a Treasurer and such other officers as may from time to time be elected or appointed by the Board of Directors. An officer may hold more than one office at a time provided that different persons shall hold the offices of President and Secretary. No officer shall be eligible to serve more than two consecutive terms in the same office. Section 4.02: Election. Each year at the Annual Business Meeting of the Association held as specified in Section 3.03 above, the members eligible to vote shall elect the officers of the Association by a majority vote of those members present. Section 4.03: Term of Office. The officers shall be elected to a two-year term. Officers serve until their successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to remove any officer at any time with or without cause. Officers and Directors-at-Large shall be elected at the Annual Business Meeting and their terms of office shall terminate at the end of the current fiscal year. Section 4.04: Powers and Duties of Officers. The powers and duties of the officers of the Association shall be as follows: a) President. The President shall preside at all meetings of the Association and Board of Directors, shall have general and active oversight of the Association, and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the President by law, to any other officer(s) of the Association. Page 5 of 9

6 b) Vice-President. The Vice-President shall assist the President in the execution of the President s duties and preside at meetings in the absence of the President. c) Secretary. The Secretary shall attend all meetings of the Association and the Board of Directors and shall be responsible for preparing the minutes of such meetings. The Secretary shall also perform such other duties as may be assigned to him or her by the Board of Directors or by the President, under whose supervision he or she shall act. In the event the Secretary is absent for some reason from any meeting where minutes are to be prepared or is otherwise unable to take such minutes, the presiding officer of such meeting shall appoint another person, subject to the approval of those present and entitled to vote at such meeting, to take the minutes thereof. d) Treasurer. The Treasurer shall have custody of the Association funds and securities, shall keep full and accurate account of receipts and disbursements in the appropriate Association books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Association in such financial institution as may be designated by the Board of Directors. The Treasurer shall require disbursement of funds of the Association as may be ordered by the Board of Directors, and shall render to the President and the Board of Directors, at any time they may require, an account of his or her transactions as Treasurer and of the financial condition of the Association. The Board of Directors requires an independent audit of the Association s books on an annual basis. Section 4.05: Removal. The Board of Directors may remove any officer at any time with or without cause. Section 4.06: Vacancies. Any vacancies occurring in the offices of the President, Secretary or Treasurer shall be filled by the Board of Directors as soon as practicable. Vacancies in other offices may be filled at the discretion of the Board of Directors. Section 4.07: Delegation of Powers and Duties. In case of the absence of any officer of the Association, or for any reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers of such officer to any other officer or to any Director for a specified period of time. Section 4.08: Indemnification. With respect to claims or liabilities arising out of service as an officer of the Association, the Association shall indemnify and advance expenses to each present and future officer (and his or her estate, heirs, and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended. SECTION 5 Executive Director Section 5.01: Executive Director. The Board of Directors may select and appoint an Executive Director to serve as Chief Executive Officer of the Association. Authority, responsibilities, and remuneration shall be determined by the Board of Directors. The Executive Director will serve ex-officio on the Board of Directors without vote. Page 6 of 9

7 SETION 6 Records and Reports Section 6.01: Association Records. The Association shall keep as permanent records minutes of all meetings of the Association and of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and appropriate accounting records. Section 6.02: Records at Principal Office. The Association shall keep at all times a copy of the following records at its principal office: (a) Its Charter or Restated Charter and all amendments thereto; (b) These Bylaws and all amendments thereto; (c) A list of the names and business or home addresses of its current Directors and officers; and (d) The most recent annual report. Section 6.03: Annual Financial Statements. The Association shall prepare annual financial statements that include a balance sheet as of the end of the fiscal year, an income statement for that year, and such other information necessary to comply with the requirements of the applicable Tennessee Nonprofit Corporation Act (to the extent it applies to a nonprofit association) and applicable law and regulations governing charitable solicitations. SECTION 7 Miscellaneous Provisions Section 7.01: Fiscal Year. The fiscal year of the Association shall be fixed by resolution of the Board of Directors. Section 7.02: No Seal. The Association shall have no seal. Section 7.03: Notices. Whenever notice is required to be given to Directors or officers, unless otherwise provided by law, the Charter, or these Bylaws, such notice may be given in person, or by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier. If such notice is given by mail, it shall be sent postage prepaid by first class United States mail or by registered or certified United States mail, return receipt requested, and addressed to the respective address that appears for each such person on the books of the Association. Written notice shall be deemed to have been given at the earliest of the following: a) When received; b) Five (5) days after its deposit in the United States mail if sent first class, postage prepaid; or Page 7 of 9

8 c) On the date of the return receipt, if sent by registered or certified United States mail, return receipt requested, postage prepaid, and the receipt is signed by or on behalf of the addressee. Section 7.04: Waiver of Notice. Whenever any notice is required to be given under the provisions of any statute, or of the Charter or of these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before of after the date stated thereon, and delivered to the Secretary of the Association and included in the minutes or Association records, shall be equivalent thereto. Section 7.05: Negotiable Instruments. All checks, drafts, notes, or other obligations of the Association shall be signed by such of the officers of the Association, or by such other person(s) as may be authorized by the Board of Directors. Section 7.06: Deposits. The monies of the Association may be deposited in the name of the Association in such bank(s) or financial institution(s) as the Board of Directors shall designate from time to time and shall be drawn out by check signed by the officer(s) or person(s) designated by resolution adopted by the Board of Directors. SECTION 8 Committees Section 8.01: Finance Committee. The President shall appoint a Finance Committee composed of the Treasurer, as chair, and two (2) members. The Finance Committee shall prepare a budget for the fiscal year and submit it to the Board of Directors prior to the beginning of the fiscal year. This committee must be approved by the Board of Directors. Section 8.02: Nominating Committee. The President shall appoint a Nominating Committee composed of the Past President and two (2) Directors for the purpose of nomination of persons to serve as officers and Members-at-Large on the Board of Directors. This committee must be approved by the Board of Directors. Section 8.03: Membership Committee. The President shall appoint a Membership Committee composed of heads of schools that shall promote membership in the Association and advise and mentor new schools through their organizing and membership procedures. The Membership Committee will advise the Board of Directors regarding any application for membership. This committee must be approved by the Board of Directors. Section 8.04: Teacher Services Committee. The President shall appoint a Teacher Services Committee. It will be composed of fourteen (14) teachers and administrators from member schools: one (1) head of school and three (3) faculty members from each of the three grand divisions of the state, plus two (2) additional faculty members representing specialty areas. One of the heads of school will serve not only as the Chair of the committee but also as a member of the Board of Directors. Teachers selected for service on the Teacher Services Committee may be nominated by heads of member institutions, by members of the current committee or the Executive Director. The Teachers Services Committee shall be responsible for planning and executing programs for teachers benefit and professional development. Page 8 of 9

9 Section 8.05: Administrator Services Committee. The President shall appoint an Administrator Services Committee. It will be composed of fourteen (14) administrators: one (1) head of school and three (3) division heads from each of the three grand divisions of the state, plus two (2) additional administrators representing specialty areas. One of the heads of school will serve not only as the Chair of the committee but also as a member of the Board of Directors. Administrators selected for service on the Administrator Services Committee may be nominated by heads of member institutions, members of the current committee or the Executive Director. The Administrator Services Committee shall be responsible for planning and executing programs for administrators benefits and professional development. Section 8.06: Other Committees. Such other committees, standing or special, or ones that evolve from the strategic plan shall be appointed from time to time by the President, the Association, or the Board of Directors to carry on the work of the Association. The President and the Executive Director shall be ex-officio members of all committees. SECTION 9 Parliamentary Authority Section 10.01: Parliamentary Authority. The rules contained in the current edition of Robert s Rules of Order, Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the Charter and Bylaws of the Association and any special rules of order the Association may adopt. SECTION 10 Amendment of Bylaws Section 10.02: By Board of Directors. By a majority vote of the Directors then in office, the Board of Directors may amend these Bylaws at any regular or special meeting of the Board of Directors where a quorum is present, provided that such meeting is preceded by at least two (2) days notice to each Director of the date, time, and place of the meeting. Such notice shall also state that the purpose, or one (1) of the purposes of the meeting is to consider a proposed amendment to the Bylaws, and shall contain or be accompanied by a copy or a summary of the proposed amendment to the Bylaws, or state the general nature thereof. These Bylaws may also be amended by the Directors without a meeting in the same manner as provided therefore herein, except that such action to amend must be by a majority of the Directors then in office. Revised December, 2010 Page 9 of 9