Constitution of the Southeastern Association of School Business Officials

Constitution of the Southeastern Association of School Business Officials As of April 18, 2018 Article I: Name The name of this association shall be The Southeastern Association of School Business Officials. A Non Profit Corporation in the State of North Carolina. The Southeastern Association of School Business Officials has trademarked both SASBO Registration # 4,069,445, and the emblem Registration # 4,069,444. Article II. Mission The mission of this association is to provide networking, professional development, and relevant information to promote and advance personnel engaged in positions supporting education in areas of business and administrative services throughout the Southeast. Article III. Members Section 1. Classes of Members. The association shall have five classes of members: active, life, associate, honorary, and emeritus. The qualifications for membership in each class are as follows: Active. Active members shall be persons employed in the administration of any or all phases of work outlined in Article II of the Constitution. Life. Active members may become life members upon payment of a sum as set forth in the Bylaws. Associate. Associate members are business and industry individuals who believe in the mission of SASBO and who wish to provide support through active participation in the organization's various functions and activities. Honorary. Honorary memberships shall be limited to former officials of the Association who are no longer employed in school administration, and other such persons as the Board of Directors may elect from time to time. Upon retirement of a SASBO Past President from active school business an Honorary Membership will be awarded. Emeritus. Emeritus memberships shall be limited to former members of this Association who have retired from active school business and qualify for retirement pay for such services and desire to maintain their membership in the Association. Section 2. Privileges of Membership. Only active and life members shall have voting rights. Each active or life member shall be entitled to one vote on each matter submitted to a vote of the membership. Failure of a SASBO member, to follow all local, state, and national laws, will result in termination of their SASBO membership 1

Article IV: Board of Directors and Officers Section 1. Board of Directors. The affairs of the Association shall be administered by a Board of Directors consisting of nineteen members. Twelve of the members shall represent the member states and shall be elected for three-year terms. The members representing the states of Tennessee, Georgia, and Mississippi shall be elected in alternate years beginning in 1985 and those representing Florida, Virginia, and Alabama shall be elected in alternate years beginning in 1986. Kentucky, Louisiana, North Carolina, South Carolina, and West Virginia directors shall be elected in alternate years beginning in 1991. A director from Arkansas will be elected in alternate years beginning in 1994. Only active or life members shall be eligible to serve as voting members on the Board of Directors. The election of the Board of Directors shall be held at the annual meeting. A Director is authorized to serve two consecutive terms. Four additional members of the Board of Directors shall consist of the President, the President-Elect, the Vice President, and the Immediate Past President. If the position of President becomes vacant, the President-Elect will assume the position. If the position of an officer, other than the President, becomes vacant, the President with advice and consent from the Board of Directors will fill the vacant position from the SASBO membership. If the position of a State Director becomes vacant, said vacant director s position shall be filled upon consultation with and recommendation of that director s state organization. In the event that a state does not submit a candidate, the President with advice and consent from the Board of Directors will fill the vacant position from the membership of that director s state. Such appointment of an officer or director shall be interim and shall be subject to an election at the next regularly scheduled time for which a vacancy occurs. Ad-hoc non-voting members shall consist of three Associate Member Representatives, who shall be selected by the Board of Directors for three-year terms. Section 2. Officers. The membership at its annual meeting shall elect a President, a President-Elect, and a Vice President annually to serve one-year terms. At the conclusion of that term, the President shall automatically become the Immediate Past President. The officers shall assume their duties at the beginning of the next fiscal year. In case of failure to elect an officer at the annual meeting, the incumbent of said office shall continue to serve until a successor is elected, and in the event of a vacancy, the Board of Directors shall have the power to fill said vacancy. The Board of Directors shall meet at the call of the President. The Board of Directors shall have the discretion to contract as needed for the management and administration of the association. Section 3. Voting and Holding Office. The right to vote shall be limited to active and life members whose dues are paid for the current fiscal year. The right to hold office shall be limited to active and life members whose dues are paid for the current fiscal year. All questions, except amendments or revisions to the Constitution and Bylaws, shall be determined by a majority vote. 2

Article V: Meetings and Quorum Section 1. Annual Meetings. Annual meetings of members shall be held at such time and place as determined by the Board of Directors. Annual meeting registration fees will be waived for retired SASBO Past Presidents. Section 2. Special Meetings. Special meetings of the members may be called by the Board of Directors. Section 3. Quorum. A majority of the active and life members present at an annual meeting constitute a quorum for the transaction of business. Article VI. Charitable Activity Restrictions No part of the net income of the Association shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objectives of this Association. 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 any campaign on behalf (or against) any candidate for public office. Notwithstanding any other provisions set forth in this Constitution, at any time during which it is deemed a private foundation, the Association shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the Association shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the Association shall not own any excess business holdings that would subject it to tax under Section 4943 or corresponding provisions of any subsequent federal tax laws; the Association shall not make any investments in such manner as to subject the Association to the tax imposed by Section 4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; and the Association shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws. Notwithstanding any other provisions of these Articles, the Association shall not conduct any activities not permitted to be conducted by an organization exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws, or by an organization, contributions to which are to be deductible under Section 170 (c) (2) of such Code or corresponding provisions of any subsequent federal tax laws. Article VII: Amendments or Revisions to the Constitution Amendments or revisions to the Constitution may be proposed at any meeting of the Association, provided resolutions for such shall be first presented not later than one day before the last day of the regular session of said meeting. Such resolutions shall then be referred to the committee on Constitution for recommendation and may be accepted or rejected by the Association at any time prior to adjournment of the Association on the last day of its meeting. Such amendments or revisions shall be determined by a two-thirds majority of the active and life members present. Article VIII: Dissolution Upon the dissolution of the Association or the winding up of its affairs, the assets of the Association shall be distributed exclusively for charitable or educational purposes or to organizations which are then exempt from federal tax laws and to which contributions are then deductible under Section 170 (c) (2) of such Code or corresponding provisions of any subsequent federal tax laws. Organizations having purposes similar to those of the Association shall be preferred. 3

Bylaws of the Southeastern Association of School Business Officials As of April 18, 2018 Article I: Duties of Officers Section 1. President. The president shall preside at all meetings of the Association and of the Board of Directors. The President shall have general supervision of the affairs of the Association and shall perform the duties, which usually devolve upon the chief executive of such an Association. The President shall approve the program for the general sessions of the meetings of the Association, and shall have the power to modify or change the program if the best interest of the Association is served thereby, provided such changes do not conflict with the provisions of the Constitution and Bylaws. The President shall approve all expenses incurred by the Association, or by any authorized member of the Association. Section 2. President-Elect and Vice President. The President-Elect and the Vice President, in that order, shall exercise all the functions of the President in the President s absence and such other duties as may be delegated by the President. The President-Elect shall serve as Program Chairperson. The Vice President shall serve as Membership Chairperson for the Association. Section 3. Board of Directors. The Board of Directors shall be vested with the power to act in the name of the Association between annual meetings on all matters pertaining to the welfare of the organization, provided same are not in conflict with the Constitution and Bylaws of the Association. The Board of Directors shall select by a majority vote the meeting places of the Association. The Board of Directors shall be vested with the power to call a special meeting of the Association and to designate the date, time, and place of such meeting. The reason for calling such a meeting must be fully stated in a notice to be mailed to each member at least twenty days prior to the date of the meeting. Any member of the Board of Directors may participate in, and, be regarded as present at, any meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting can hear each other at the same time. Each member of the Board of Directors may cast his or her vote in person, telephonically, or electronically. Article II. Committees Section 1. General. At such time as deemed appropriate, the President shall appoint committees as needed. The President shall also assign to members of the Board of Directors and to members of the Association such responsibilities for the preparation of the programs of the association. Section 2. Financial Review. The accounts and records of the Association shall be audited annually by a certified public accounting firm. The results of the audit shall be reviewed by the Board of Directors at the Board meeting following the audit s completion. Section 3. Constitution and Bylaws. The Committee shall consider proposals for amendments or revisions to the Constitution and Bylaws and present recommendations to the Association and in accordance with Article VII of the Constitution and Article VI of the Bylaws. Section 4. Nominating. The Nominating Committee shall consist of the two immediate Past Presidents, the President, President elect, and Vice President, and this Committee shall nominate a person or persons for the elective offices and present its nominations to the membership before adjournment of the annual meeting of the Association. 4

Section 5. Resolutions. The Committee on Resolutions shall receive and consider all resolutions, which may be referred to it by the Association and may hold meetings to hear the proponents and opponents of such resolutions. It shall also prepare all special resolutions concerning memorials, withdrawals, etc., and present same on the floor of the conference at the call of the President. The Committee shall report before the adjournment of the annual meeting of the Association. Article III: Dues and Registration Section 1. Dues. The Board of Directors shall establish all dues and registration fees of the association. Section 2. Registration Fee. The Board of Directors is authorized to set a registration fee for an annual meeting. Article IV: Membership and Fiscal Year The membership and fiscal year of the Association shall run concurrently and shall be from July 1 through June 30. Article V: Amendments or Revisions to Bylaws Amendments or revisions to the Bylaws may be proposed at any meeting of the Association, provided resolutions for such shall be first presented not later than one day before the last day of the regular session of said meeting. Such resolutions shall then be referred to the committee on Bylaws for recommendations and may be adopted or rejected by the Association at any time prior to adjournment of the association on the last day of its meeting. Such amendments or revisions shall be determined by a two-thirds majority of the active and life members present. Article VI: Rules, Adoption, Amendments, or Revisions to Constitution and Bylaws Section 1. Rules. The rules contained in Robert s Rules of Order, Revised, shall govern this Association wherever applicable, and in which they are not inconsistent with the Constitution and Bylaws or special rules of the Association. Section 2. Adoption. Adoption of the Constitution and Bylaws was made at the first annual meeting of the Association in Atlanta, Georgia, on March 21, 1952. Section 3. Amendments or Revisions to Constitution and Bylaws a. 1956 Changed from a Vice president to First Vice President and a Second Vice President. b. 1957 Added the Immediate past president and two (2) directors to the officers. c. 1958 The Executive Committee shall select the annual meeting places of the Association two (2) years in advance. d. 1959 Major revisions of the Constitution and Bylaws. e. 1965 Changed annual dues from $3.00 to $5.00 and changed the amount of life members from $25.00 to $40.00. f. 1966 Majors revisions of the Constitution and Bylaws. g. 1967 Majors revisions of the Constitution and Bylaws. h. 1968 Correction of spelling and adding the word incoming. i. 1971 Majors revisions of the Constitution and Bylaws. j. 1972 Majors revisions of the Constitution and Bylaws. k. 1976 Added Industrial membership category. l. 1977 Clarified Associate membership category. Added Industrial membership dues. 5

m. 1982 Changed annual dues from $5.00 to $10.00 and changed the amount of life members from $40.00 to $100.00. n. 1985 Majors revision of the Constitution and Bylaws. o. 1989 Revisions to Article IV, board of Directors and Officers, Section 1. Board of Directors. Clarified term of office if vacancy occurs. p. 1990 Revisions of Article II and Article VII. Addition of Article VI. To meet requirements of Internal revenue Service to obtain 501(c)(3) status. q. 1991 Revision of Article IV, section 1. Addition of West Virginia as an affiliate state. r. 1994 Revision of Article IV, section 1. Addition of Arkansas as an affiliate state. s. 1998 Major revision of the Constitution and Bylaws. t. 2000 Changed Article III, Article V to make Past Presidents honorary members upon retirement and to waive Annual meeting registration fees. u. 2001 Added Active State Affiliate Membership. v. 2003 Section 2. Auditing changed to one or more members. Article III. Reports and Proceedings removed and Articles renumbered. w. 2006 Changed Executive Secretary to Executive Director. x. 2007 Changed to make Exhibit Representatives, Exhibit Coordinator and Executive Director ad hoc non-voting members of the Board of Directors. Also, clarified how a vacant position would be filled on the Board of Directors. y. 2009 Major revisions to the Constitution and Bylaws including changes made to reflect Executive Director and Exhibits Coordinator as contracted. z. 2011 Revisions to reflect non- profit incorporation, clarify Associate Member Classification and to reflect more contemporary methods of communication. aa. 2012 Revised to reflect trademarks. bb. 2014 Revised to add termination of membership. cc. 2014 Revised to allow approval of payments between the President and the Executive Director either by e-mail or in person. dd. 2014 Added Board of Director s Attendance Policy ee. 2016 Article II, Section 2 - Dissolved the Financial Review Committee and replaced with an annual financial audit performed by a CPA firm. ff. 2017 Bylaws amendment Board of Directors and Officers Duties Removed from President-Elect and added to the Immediate Past President: Serves as recording secretary for Executive Sessions of the Board of Directors. gg. 2018 Constitution amendment Article IV Section 1 Vacancies appointment revised. hh. 2018 Bylaws amendment Article 2 Section 4 Nominating committee revised. 6