PROPOSED BYLAW AMENDMENTS

PROPOSED BYLAW AMENDMENTS FOR ACTION AT THE 2016 IEA-NEA REPRESENTATIVE ASSEMBLY April 14-16, 2016 The following bylaw changes have been presented to the IEA-NEA Executive Committee for consideration at the 2016 IEA Representative Assembly. The IEA-NEA Bylaws provide that all proposed amendments must be submitted by the second Friday in December, then presented to the Executive Committee and posted on the Association website for at least thirty consecutive days in advance of the RA. In addition, these proposals are being emailed to each member who has an email address on record and a notice will be issued through Association social media sites 30 days prior to the RA. These proposals will need approval by a two-thirds vote of RA delegates. Additional proposals may be made to the RA at least one business meeting prior to the meeting at which the final vote is taken; however, proposals made in this fashion must be approved by at least three-fourths of the delegates. In Proposed Bylaw Amendment 1, due to the length of the proposal, only the text that is affected is shown with the items to be deleted in red font, and struck-through, new additions are underlined and in blue font. In the additional proposals, 2-5, you will see the current language on the left-hand column, and the changes listed on the right-hand column. The proposed new bylaws or additions to present bylaws are printed in underlined type in the right-hand column. A blank space to the left of a proposed bylaw language indicates no current bylaw addressing that subject.

2015-16 PROPOSED BYLAW AMENDMENT 1 TABLE OF CONTENTS To assist you in your review, the major changes, including the pages on which they appear, are noted below. I. BOD and Executive Committee Changes a. Pages 1-5: Election of NEA Director on the IEA BOD b. Pages 5-6: Delegates to the IEA RA c. Pages 6-10: Changes to the BOD composition and duties, including BOD duty to determine geographic sections (page 7) and delegates to NEA RA (page 8) d. Pages 10-11: Elimination of the Executive Committee (though included throughout the Bylaws on other pages) e. Pages 16-18: Election of District Directors, Continuation of Sectional Representatives/Alternates f. Pages 17-18: Higher Education Sectional Representatives on Higher Education Council II. Region Chairs and Councils a. Pages 14-15: Changes to Region Council responsibilities b. Pages 15-16: Changes to Region Chair responsibilities III. Leadership Forum a. Pages 11-12: Creation, Composition and Responsibilities of Leadership Forum

Proposed Bylaw Amendment 1 Page 1 1 2015-16 PROPOSED BYLAW AMENDMENT 1 Article Titles: Membership, Elections, Executive Officers, NEA Directors Alternate Directors, Representative Assembly, Board of Directors, Executive Committee, Review Board, Constituent Divisions, Staff, Amending Procedure Amend By: Addition/Deletion/Substitution Articles: III, IV, V, VI, VII, VIII, IX, X, XII, XIV, XIX Page Numbers: Submitted by: Board of Directors 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Art. III - Membership, Sect. 3. Dues C.5 5. Organizing Dues - The Board of Directors may set a lower figure for the purpose of organizing new locals or winning control of non-association locals. A recommendation from the Field Services Department must accompany all requests for organizing dues submitted to the Board or Executive Committee. The amount of organizing dues shall be one-half (1/2) of the current IEA-NEA dues, full NEA and local dues, and any assessment. If circumstances warrant, the Board or the Executive Committee may, at its discretion, set a different amount for organizing dues for a given local. Art. IV - Elections, Sect. 2 Election Procedures A. Conduct - All elections shall be conducted by open nomination and secret ballot. For elections for Executive Officers, and NEA Directors and NEA Director on the IEA-NEA Board of Directors and for elections conducted by mail by the state election committee; the Chairperson shall, 1. if the number of candidates equals the number of positions available, declare the candidate(s) elected. 2. if no nominations are received for a position, notify the President who shall deem the position to be vacant and direct that the position be filled in accordance with applicable existing procedures for filling a vacancy. B. Nominations - Reasonable notice shall be given for nomination to all offices to be filled. Notice shall include time, place, and form for submitting nominations. Nominations for Executive Officers, and NEA Directors and NEA Director on the IEA-NEA Board of Directors shall be filed in writing with the IEA President s Office no later than January 1 of the year in which the election is to take place and shall be made in open meeting at the Representative Assembly. This deadline shall not apply to elections conducted to fill midterm vacancies. G. Offices Governed by this Article 1. The Executive Officers shall be elected by a majority vote of the delegates to the Annual Meeting of the Representative Assembly present and voting. 2. NEA Directors shall be elected by a majority vote of the delegates to the annual meeting of the Representative Assembly present and voting in accordance with Article VI, Section 1.

Proposed Bylaw Amendment 1 Page 2 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 3. The NEA Director on the IEA-NEA Board of Directors shall be elected in accordance with Article VI, Section 1. 4. District Directors and Alternate District Directors shall be elected in accordance with Article XII, Section 3. 45. Chairpersons and Vice Chairpersons of each Regional Council shall be elected in accordance with Article XII, Section 2. 56. Sectional Ethnic Minority, Sectional Educational Support Professional and Sectional Higher Education representatives and alternates shall be elected in accordance with Article XII, Section 3. 657. Chairpersons and Vice Chairpersons of Statewide Councils shall be elected in accordance with Article XII, Section 4. 78. The Student Program IEA-NEA representative to the IEA-NEA Board of Directors shall be elected in accordance with the provisions established by the governance of Student Program IEA-NEA. 89. Delegates to the Representative Assembly shall be elected in accordance with Article VII, Section 2. 910. State delegates-at-large to the NEA Representative Assembly shall be elected in accordance with NEA requirements and the procedures established by the Elections Committee and approved by the Board of Directors. 1011. Regional Council Ethnic Minority representatives shall be elected in accordance with Article XII, Section 2. 1112. A local association s officers shall be elected in accordance with that local association s requirements and the procedures established by the Elections Committee and approved by the Board of Directors. Art. IV - Elections, Sect. 5 Vacancies B 1. Executive Officers - Article V, Section 4 2. NEA Directors and NEA Director on the IEA-NEA Board of Directors - Article VI, Section 3 3. District Directors Article XII, Section 3 4. Sectional Ethnic Minority, Educational Support Professional, and Higher Education Representatives - Article XII, Section 3 4. Executive Committee - Article IX, Section 6 5. Region Chairpersons - Article XII, Section 2 6. Statewide Councils - Article XII, Section 4

Proposed Bylaw Amendment 1 Page 3 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 Art. IV - Elections, Sect. 6 Recall Recall elections shall be initiated and conducted in accordance with the procedures designated by the Bylaws. A. Executive Officers - Article V, Section 5 B. NEA Directors and the NEA Director on the IEA-NEA Board of Directors - Article VI, Section 4 C. District Directors Article XII, Section 3 CD. Sectional Ethnic Minority, Educational Support Professional, and Higher Education Representatives - Article XII, Section 3 D. Executive Committee - Article IX, Section 7 E. Statewide Councils - Article XII, Section 4 F. Regional Chairpersons - Article XII, Section 2 Art. V Executive Officers, Sect. 3 Duties The Executive Officers shall perform duties usually assigned to such offices and those prescribed by the Bylaws and the Representative Assembly. A. The President shall 1. be the chief officer of the Association and as such may recommend new policies to the Representative Assembly or to the Board of Directors and shall insure that the policies of the Representative Assembly and the Board of Directors are carried out. 2. interpret the Bylaws, subject to review by the Board of Directors. 3. preside at all meetings of the Board of Directors, the Leadership Forum and the Representative Assembly, and the Executive Committee. B. The Vice President shall 1. perform all the duties of the President in the absence or disability of the President, and when so acting, have all the powers of and be subject to all the restrictions upon the President. 2. assist the President and the Board of Directors, at their request, in the planning of the activities of the Association. 3. be Chairperson of the Budget Committee and a member of the Executive Committee. C. The Secretary-Treasurer shall be bonded and shall 1. act as secretary to the Representative Assembly, and the Board of Directors, and the Executive Committee.

Proposed Bylaw Amendment 1 Page 4 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 Art. V Executive Officers, Sect. 4 Vacancies C. President and Vice President - Vacancies in the offices of both President and Vice President shall be filled within sixty (60) days by a majority vote of the total membership of the Board of Directors. At the next Annual Meeting of the Representative Assembly, a President and Vice President shall be elected to complete the unexpired term. 1. The Secretary-Treasurer shall assume the President's duties until the election by the Board of Directors. 2. If the Secretary-Treasurer does not assume the President's duties, then the member of the Executive Committee who has served the greatest time as a voting member of the Board of Directors who has served the greatest time as a voting member shall assume the President's duties until the election by the Board of Directors. Art. VI NEA Directors Alternate Directors, Sect. 1 Term and Election A. NEA Directors and Alternates shall be elected in accordance with NEA requirements at the Annual Meeting of the Representative Assembly. The nomination and announcement procedures shall be as prescribed in Article IV, Section 2. B. One (1) NEA Director shall be elected by the delegates to the Annual Meeting of the Representative Assembly present and voting to serve on the IEA-NEA Board of Directors. Their term on the IEA-NEA Board of Directors shall commence on the September 1 following their election and shall be for the length of their existing term as an NEA Director, provided that the term for the person elected beginning with the 2017-2018 year shall commence on July 15, 2017. The nomination and announcement procedures shall be as prescribed in Article IV, Section 2. All NEA Directors and candidates for election to an NEA Director position at the Annual Meeting of the Representative Assembly shall be eligible to be nominated. A person shall be deemed elected if he or she receives a majority of votes cast and will be an NEA Director in office on the September 1 following the election. If the person will not be an NEA Director in office on the September 1 following the election, then the NEA Director who will be in office on that date and who receives the next highest number of votes cast shall be deemed elected. Art. VI NEA Directors Alternate Directors, Sect. 2 Duties NEA Directors shall be the liaison between the NEA and the Association, serve on the Association Board of Directors, be a delegate to the IEA Representative Assembly, and represent the Association on the NEA Board of Directors, serving as a state delegate to the NEA Representative Assembly without portfolio, unless otherwise elected. One (1) Director shall serve on the IEA- NEA Board of Directors.

Proposed Bylaw Amendment 1 Page 5 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 Art. VI NEA Directors Alternate Directors, Sect. 3 Vacancies A. Definition and Procedure - A vacancy shall be deemed to exist in case of death, resignation, recall, inability to serve, or failure to maintain the qualifications for the office. A vacancy in the office of NEA Director or NEA Director on the IEA-NEA Board of Directors shall be filled within sixty (60) days by open nomination and majority vote by secret ballot of the total membership of the Board of Directors until such time as a regular election may be held in accordance with Section 1. Art. VI NEA Directors Alternate Directors, Sect. 4 Recall A. Initiation - 1. An NEA Director may be removed from office by a recall election initiated by filing a petition with the NEA Executive Director stating the specific grounds for the recall and containing the signatures of at least thirty-three (33) percent of the NEA Active members who are elected to serve as delegates to the IEA RA in the year in which the petition is filed. 2. The IEA-NEA Board of Directors may request a recall election of the NEA Director from his or her position on the IEA-NEA Board of Directors by a two-third (2/3) vote of its members. B. Election 1. An NEA Director may be recalled by two-thirds (2/3) of the valid ballots cast by NEA Active members who are elected to serve as delegates as of the date of the recall election in an election conducted in accordance with the rules of procedures adopted by the NEA Board of Directors. If the NEA Director is recalled, the Board of Directors or Executive Board shall proceed immediately to fill the position in compliance with applicable NEA bylaws. 2. An election to recall the NEA Director from his or her position on the IEA-NEA Board of Directors shall be conducted within sixty (60) days among the IEA members who are elected to serve as delegates to the IEA-NEA Representative Assembly as of the date of the recall election. A majority of those voting shall determine whether the NEA Director on the IEA-NEA Board of Directors is recalled from his or her position on the IEA-NEA Board of Directors. If that person is recalled, the position on the IEA-NEA Board of Directors shall be filled as if it were a vacancy in an NEA Director position. Art. VII Representative Assembly, Sect. 1 Composition A. The Representative Assembly shall have the following delegates: 1. Regional Delegates 2. Board of Director Members 3. Chairpersons and Vice Chairpersons of Regions, Vice Chairpersons of Statewide Councils, Alternate District Directors, Sectional Ethnic Minority Alternates, and

Proposed Bylaw Amendment 1 Page 6 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 Sectional Educational Support Professional, and Higher Education Representatives, and Alternates 4. NEA Directors 45. At-large Ethnic Minority Delegates 56. One (1) delegate elected by each state affiliate 67. Retired Member Delegates elected on the statewide ballot 78. Student Member Delegates Art. VII Representative Assembly, Sect. 2 Qualifications A.5 5. Elections Committee Approval of Internal Allocation - The IEA Elections Committee shall approve all internal allocation plans and may alter the internal allocation plan of any Regional Council to make it more adequately comply with the allotment ratio. The approved plan shall be returned to the Regional Council at least two (2) months before the Representative Assembly. The Elections Committee shall report its actions to the IEA Executive Committee Board of Directors. Art. VIII Board of Directors, Sect. 1 Composition The Board of Directors shall be composed of the following positions: A. The executive officers of the Association B. The Chairperson of each Regional Council and, in case of absence, the Vice Chairperson of each Regional Council Two District Directors elected from each of the thirteen (13) geographic districts and, in case of absence, the alternate of the District Director C. The NEA Directors elected to serve on the IEA-NEA Board of Directors D. The Sectional Ethnic Minority Representative from each of the four (4) geographic sections and, in case of absence, the alternate of the Sectional Ethnic Minority Representative E. The Chairpersons of the Statewide Councils and, in case of absence, the Vice Chairpersons of the Statewide Councils F. The Sectional Educational Support Professional Representative from each of the three (3) geographic sections and, in case of absence, the alternate of the Sectional Educational Support Professional Representative F. A representative of Student Program IEA-NEA G. The Sectional Higher Education Representatives from each of the two (2) geographic sections and, in case of absence, the alternate of the Sectional Higher Education Representative

Proposed Bylaw Amendment 1 Page 7 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 Art. VIII Board of Directors, Sect. 2 Term and Election A. Staggered Terms - Terms of office for Regional Council Chairpersons District Directors shall be such that approximately one-third (1/3) of the Board of Directors members shall be elected each year. B. Commencement - Terms of the members of the Board of Directors shall commence on July 15 following their election. C. An individual may hold only one (1) of the positions named in Section 1 at any time. Art. VIII Board of Directors, Sect. 3 Duties The Board of Directors shall have the following duties: A. Implement the policy of the Representative Assembly B. Elect and give direction to the Executive Committee Advise the Executive Officers in setting policy and strategic direction of the Association C. Make recommendations to the Representative Assembly D. Approve, create or discontinue, and supervise committees E. Supervise and approve budgets of Regional Councils in accordance with policy set by the Representative Assembly F. Allocate money to Regional Councils, direct payment, and determine the amount of money which may be accumulated by a Region G. Elect a member to the governing body of Student Program IEA-NEA H. Determine election procedures of officers, subject to Bylaws restrictions I. Determine the times and places of Board of Directors and Leadership Forum meetings J. Determine the initial terms of office for Regional Council Chairpersons and District Directors K. Divide the state into geographical sections for purposes of District Director, Ethnic Minority representation, Educational Support Professional representation, and Higher Education representation and periodically review and adjust sections, as provided in Article XII, Section 3. L. Assign each newly chartered local to an initial regional placement M. Assign each newly chartered chapter to a regional office N. Carry out its responsibility in relation to a Representative Assembly O. Employ an Executive Director, Director of Business Services, and additional personnel necessary for efficient operation of the Association P. Assign duties to the Executive Director and Director of Business Services Q. Fill vacancies in accordance with Article IV, Section 5

Proposed Bylaw Amendment 1 Page 8 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 R. Cause all roll call votes to be published in the ADVOCATE and other appropriate Association publications S. Elect an acting president if both President and Vice President are absent T. Govern the issuance and retention of local education association charters and periodically publish the rules and regulations it has adopted for chartering U. Serve as state delegate to the NEA RA: 1. The following members of the IEA-NEA Board of Directors shall serve as either active or retired delegates, as appropriate, to the NEA Representative Assembly: a. Regional Chairpersons District Directors b. Sectional Ethnic Minority, Educational Support Professional, and Higher Education Representatives c. Chairpersons of the Statewide Councils 2. The respective Alternate District Director, Sectional Representative Alternate or Vice Chairperson of each position shall be the successor delegate to the NEA Representative Assembly. 3. All delegate positions not filled by the above will be filled by alternate delegates from the state ballot. 4. Participate in NEA RA Steering Committee meetings V. Review and approve communication plans submitted by Board of Director members W. Participate in Stakeholder Summit meetings Each individual member of the Board of Directors shall have the following additional duties: AA. Develop a constituency group communication plan with a broad group of constituent leaders to be approved by the Board of Directors incorporating the following benchmarks: Two way communications from members to governance and governance to members Use of personal contact and technology Elimination of duplication Clear identification of who is responsible for acting on any particular communication Lines of communication Constituency group is defined as the members the individual has been elected to represent. 265 266 267 268 269 270 BB. CC. DD. EE. FF. Participate in an organizing culture by assessing and responding to members needs. Assist constituency group in identifying and training leaders. Advocate for constituency group and the overall good of the organization. Vote on policy, strategic direction of the Association and internal operations of Board of Directors. Ensure all legal and fiduciary responsibilities are met.

Proposed Bylaw Amendment 1 Page 9 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 GG. Participate in an annual meeting with appropriate constituency group members to establish goals. HH. Assist constituency group by facilitating trainings to better serve all group members, locals and Regions, as appropriate. II. Acquire leadership and fiduciary competencies as determined by the Association. JJ. Acquire necessary technology training to be able to communicate effectively with constituencies. KK. Gain a thorough understanding of Board of Directors policies, bylaws, legislative platform, and other governance polices. LL. Communicate with staff as appropriate to fulfill roles. MM. Assist action teams as appropriate within constituency groups. NN. Assist with delegate briefings and preparation for the IEA-NEA and the NEA Representative Assemblies. Art. VIII Board of Directors, Sect. 4 Powers The Board of Directors shall have the following powers: A. Incur indebtedness in the name of the Association for procurement of such funds as are necessary for current operations and any sum for a major project of the Association, provided that such project has first been approved by the Representative Assembly B. Determine policies, not in conflict with those established by the Bylaws or the Representative Assembly, necessary to govern the activities of the Association C. Acquire property by gift, grant, device, bequest or otherwise, and accept and administer any trust of real, personal, or mixed estate for any purpose within the object of the Association D. Make recommendations through a Regional Council to a Regional Service Center E. Provide a minimal Bylaw structure for all Regions F. Determine other active membership categories G. Revoke censure issued against a member and reinstate suspended or expelled members H. Authorize contracts and other instruments connected with the business and professional activities of the Association I. Recall a member of the Executive Committee J. Attend meetings of the Executive Committee KI. Establish and modify Regions in accordance with Article XII, Section 2 LJ. Call for a special Representative Assembly 302 MK. Recommend the establishment of state affiliates

Proposed Bylaw Amendment 1 Page 10 303 304 305 306 NL. OM. PN. QO. Enter into or terminate appropriate businesses or business relationships Direct the preparation and distribution of Association publications and releases Determine procedures for Initiative and Referendum Initiate the recall of an officer 307 308 309 310 311 312 313 314 315 316 317 318 319 Art. VIII Board of Directors, Sect. 5 Meetings A. Regular Meeting - The Board of Directors shall meet at least four (4) six (6) times during the fiscal year, at least two (2) of which may be in combination with the Leadership Forum. B. Special Meeting - Special meetings of the Board of Directors may be called by the President or at least one-third (1/3) of the members of the Board of Directors upon three (3) days written notice for a face-to-face meeting, or 2 days written notice for an electronic meeting. C. Open Meeting - All Board of Directors meetings shall be open to the membership of the Association, except that the Board of Directors may go into closed session by a two-thirds (2/3) vote for the purposes of discussing only the following: personnel selection, evaluations, disciplinary matters, purchase of property, litigation, pending litigation and negotiations. No action may be taken in closed session. Regional Vice Chairpersons Alternate District Directors, the Vice Chairpersons of the Statewide Councils, and the Alternate Sectional Ethnic Minority Alternates, Educational Support Professional, and Higher Education Representatives shall not be excluded from closed session. Art. IX Executive Committee 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 Section 1 - Composition The Executive Committee shall be composed of the executive officers of the Association and ten (10) members elected by the Board of Directors from its members, except that one (1) of the ten (10) members must be and only one (1) may be an NEA Director or NEA Director-elect, that one (1) of the ten (10) members must be an Educational Support Professional member, and that one (1) of the ten (10) members must be a Higher Education member. Section 2 - Qualifications Eligible members shall have served for at least one (1) year on the Board of Directors. Section 3 - Term and Election A. Officers shall serve on the Executive Committee for their respective terms of office. B. Members elected by the Board of Directors shall serve on the Executive Committee for one (1) year. C. The election procedure shall be by open nomination and secret ballot. Section 4 - Duties The Executive Committee shall have the following duties, and upon authorization, the Executive Committee shall: A. Carry out the directives of the Board of Directors.

Proposed Bylaw Amendment 1 Page 11 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 B. Act for or on behalf of the Board of Directors. C. Act in accordance with policies and procedures established by the Representative Assembly, the Board of Directors, and the Bylaws. Section 5 - Meetings All Executive Committee meetings shall be open to the membership of the Association, except that the Executive Committee may go into closed session by a majority vote for the purpose of discussing only the following: personnel selection, evaluations, disciplinary matters, purchase of property, litigation, pending litigation, and negotiations. No action may be taken in closed session. Members of the Board of Directors, Regional Vice Chairpersons, the Vice Chairpersons of the Statewide Councils, and the Alternate Sectional Ethnic Minority, Educational Support Professional, and Higher Education Representatives shall not be excluded from closed sessions. Upon the call of the President, Executive Committee meetings may be held as electronic meetings, including telephone conference, video conference, webinar or other method of telecommunication, provided all committee members are able to be heard by and communicate with all other members and all committee members are provided at least twenty-four (24) hours written notice. Section 6 - Vacancies A vacancy shall be deemed to exist in case of death, resignation, recall, inability to serve, or failure to maintain the qualifications for the office. A vacancy shall be filled in the manner of the original election. Section 7 - Recall The Board of Directors may recall, by a three-fourths (3/4) vote, any member it elected to the Executive Committee. This position shall be filled for the remainder of the term in the manner of the original election. Art. IX Leadership Forum 361 362 363 364 365 366 367 368 369 370 371 372 373 374 Section 1 - Composition The Leadership Forum shall be composed of the following: A. The executive officers of the Association B. The chairperson of each Regional Council or, in case of absence, the Vice Chairperson of the Regional Council C. The NEA Directors D. The Sectional Representatives from each geographic sections or, in case of absence, the alternate of the Sectional Representative E. The Chairpersons of each Statewide Council or, in case of absence, the Vice- Chairpersons of the Statewide Council F. The president of each chartered local association or, in case of absence, the vice president of the chartered local association G. The District Directors or, in case of absence, the Alternate District Directors H. Any member of the IEA-NEA Board of Directors not otherwise on the Leadership Forum

Proposed Bylaw Amendment 1 Page 12 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 Section 2 Duties and Rights The Leadership Forum shall have the following duties and rights: A. Receive relevant and pertinent information on issues facing IEA-NEA and NEA B. Receive legislative updates from the Director of Government Relations C. Discuss relevant issues facing IEA-NEA D. Advise and give input to the IEA-NEA Board of Directors E. Provide opportunities for sharing of information and relationship building among Forum members to enhance collective voice and align collective efforts F. Provide training on leadership competencies to Forum members G. Assist with committees, as needed H. Provide input to the IEA-NEA Board of Directors regarding Leadership Forum meetings I. Provide input on relevant State and Federal electoral candidates to the IEA-NEA Board of Directors, particularly on gubernatorial and presidential races J. Participate in member town hall meetings regarding gubernatorial elections K. Discuss and assess the IEA-NEA regional structure and make recommendation to the IEA- NEA Board of Directors M. Mentor new IEA-NEA members and leaders N. Develop a communication plan and disseminate information in coordination with plans developed by other IEA-NEA governance structures to engage local association presidents and members in actions on issues facing IEA-NEA Section 3 - Meetings The Leadership Forum shall meet at least two (2) times during the fiscal year Art. X Review Board, Section 4 Duties C. C. Review of Action for Consistency - In the event a chartered local education association, a Regional Council, or a member of the Executive Committee or the Board of Directors wishes to have an action of the Executive Committee, the Board of Directors, or the Representative Assembly reviewed for consistency with the Association Bylaws, a request shall be filed with the Review Board. The Review Board shall forward its decision including any recommendation for remedial action to the body whose action is being reviewed and to the body or individual(s) filing the request.

Proposed Bylaw Amendment 1 Page 13 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 Art. XII Constituent Divisions, Section 1 Chartered Local Education Associations A and C The basic organizational unit of the Association is the chartered local education association. A. Chartering - The Board of Directors shall issue charters only to local education associations and retired chapters with bylaws in harmony with those of the Association. Such bylaws and revisions thereof shall be filed with the Association. Should it be necessary, the Executive Committee has the authority to issue charters to local education associations between meetings of the Board of Directors, provided that the charter will be presented to the Board of Directors at the next Board meeting for review. C. Trusteeship Over Local Association 2. Procedure a. If the Executive Committee Board of Directors determines, by a two-thirds (2/3) vote, that there is adequate cause under subsection (1) of this Bylaw to establish a trusteeship, it shall set a hearing on whether recommend to the Board of Directors that a trusteeship shall be established and may also, in case of emergency, where the best interests of the local education association and the Association require, establish an immediate trusteeship pending action by the Board of Directors under subsection c. of this Section. The Executive Committee Board of Directors shall send, as soon as possible, notice of the hearing or action taken such recommendation, including a written statement setting forth the specific basis for it, to the Board of Directors with a copy to the president of the local education association. b. No sooner than 21 days and no later than 30 days after the Executive Committee Board of Directors has sent notice of the hearing or action taken the recommendation to the Board of Directors and president of the local education association, a hearing, to receive evidence and hear arguments, shall be held before the Board of Directors or, if the Board of Directors is not scheduled to meet during that period, a trusteeship committee created by the Board of Directors. The trusteeship committee shall report to the next meeting of the Board of Directors. c. The Board of Directors shall vote on the question of whether a trusteeship should be established. If more than one-third (1/3) of the members of the Board of Directors who vote on the question vote no, a trusteeship shall not be established. If twothirds (2/3) or more of the members of the Board of Directors who vote on the question vote yes, a trusteeship shall be established, effective with the announcement of the vote. Once a trusteeship has been established, the Executive Committee Board of Directors shall appoint a trustee, as soon as possible, which it may replace at any time. d. No financial obligation or liability of the local education association, which may exist at the time the trusteeship is established or which may be incurred during a trusteeship, shall be assumed by or become an obligation of the Association. 3. Trustee Subject to the control and direction of the Executive Committee Board of Directors, a trustee shall have the power to:

Proposed Bylaw Amendment 1 Page 14 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 4. Termination a. The Executive Committee Board of Directors shall terminate a trusteeship, by a twothirds (2/3) vote, as soon as the cause for its establishment has been remedied. 5. Appeals a. The Board of Directors may consider an appeal of a decision of the Executive Committee not to terminate a trusteeship. The Board of Directors may terminate a trusteeship, if two-thirds (2/3) or more of the members of the Board of Directors who vote on the question of whether the trusteeship should be terminated vote yes. ba. If the Board of Directors establishes a Art. XII Constituent Divisions, Section 2 Regions A. Composition 3. Modification - If a Region has fewer than 1,200 members for two (2) consecutive years, or if a cluster local Region exceeds 2,400 members for two (2) consecutive years, a. The Board of Directors shall make area changes or make recommendations to the next Representative Assembly relative to the continuation of that Region. b. If the requirements of item a) have not been accomplished, then the President and the Executive Committee shall make recommendations to the next Representative Assembly for area changes or a recommendation relative to the continuation of that region. B. Regional Council 3. Powers and Duties The Regional Council shall have the following powers and duties: a. Comprise the governing structure on a Regional basis b. Initiate, promote, and coordinate the communication, services, professional development, projects, and programs within a Region in cooperation with professional staff c. Develop, approve and implement a region communication plan, region election plan and region budget d. Develop, approve and implement a plan to identify, understand and provide resources to assist local associations in addressing issues and concerns e. Develop clear written responsibilities and expectations for all roles on the Council, and assist Council members in achieving leadership competencies identified by the Association f. Develop, approve and implement a region political action plan in conjunction with local associations and the Grassroots Political Activist

Proposed Bylaw Amendment 1 Page 15 480 481 482 483 484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 510 511 512 513 514 515 516 cg. Develop, approve and implement a plan to Rreceive and respond to requests, recommendations and questions from individual members and local associations dh. Receive recommendations and requests of the chartered local education associations Collaborate with neighboring regions on projects and programs i. Every three (3) years review region bylaws, policies and practices to assure alignment with Association bylaws and policies, region and Association goals and purposes and clear expectations established for each Council member ej. Make recommendations to the Board of Directors and the Leadership Forum fk. Make recommendations to the UniServ Director gl. Supervise, direct, evaluate, and be involved in the employment, dismissal, and transfer of Regional professional staff hm. Initiate recall of the District Director, Alternate District Director, Chairperson, Vice Chairperson, and Ethnic Minority Member(s)-at-large in. Provide staggered terms for its members by lot (cluster local Regions only) C. Chairperson and Vice Chairperson 3. Duties a. The Chairperson in all Regions (i) Presides at all meetings of the Regional Council (ii) Implements the recommendations of the Regional Council (iii) Serves as spokesperson of the Region (iv) Communicates regularly with Association staff assigned to support the Council (v) Acquires leadership competencies as defined by the Association (vi) Acquires technology skills to communicate effectively with region members, local associations and other constituencies (vii) Appoints a Grassroots Political Activist as appropriate under the Association program guidelines (viii) Conducts regular local association presidents roundtables or cluster meetings (ix) Participates in Association staff evaluations, as determined by the applicable Association collective bargaining agreement (ivx) Serves as ex-officio member of all Region committees (v) Serves on the IEA-NEA Board of Directors (vixi) Is a delegate to the IEA-NEA Representative Assembly (viixii) Is a state delegate to the NEA Representative Assembly (xiii) Serves on the Leadership Forum The Chairperson or his or her designee in all Regions (xiv) Develops, in consultation with the Council, a region communications plan

Proposed Bylaw Amendment 1 Page 16 517 518 519 520 521 522 523 524 525 526 527 528 529 530 531 532 533 534 535 536 537 538 539 540 541 542 543 544 545 (xv) Facilitates trainings in conjunction with Association staff to better service all members and locals (xvi) Facilitates the development of region professional development activities, region calendars, region meetings, region budget and region election plan (xvii) Seeks region members to participate in IEA conferences, trainings and committees (xviii) Assists the publication of region newsletter, website and Facebook, as appropriate under the region s communications plan (xix) Conducts reviews of local association budgets, audits and bylaws (xx) Completes region audits (xxi) Facilitates region delegates attendance at the IEA-NEA Representative Assembly b. The Vice Chairperson (i) Carries out the duties of the Chairperson in his/her absence (ii) Is a delegate to the IEA-NEA Representative Assembly (iii) Is a successor state delegate to the NEA Representative Assembly when the Chairperson is not able to serve (iv) Serves as an alternate to the chairperson on the Leadership Forum c. In a single local Region (i) If the membership elects their president as Chairperson, he/she shall fulfill all duties as president prescribed in the local education association bylaws and all duties as Chairperson prescribed in the Bylaws. (ii) If the membership elects a member other than the president as Chairperson, he/she shall function as a liaison officer, as a member of the Regional Council, and as a member of the Board of Directors the Leadership Forum. His/her duties shall be those normally associated with the position, except as regulated by the chartered local education association bylaws, which may not be in conflict with the Bylaws. Art. XII Constituent Divisions, Section 3 Sections for Director and Ethnic Minority, Educational Support Professional, and Higher Education Sectional Representatives to the Board of Directors 546 547 548 549 550 551 For the purpose of District Director, Sectional Ethnic Minority, Educational Support Professional, and Higher Education representation, the Board of Directors shall divide the state into geographical sections. Every three (3) years, the Board of Directors shall review these geographical sections to ensure that they comply with any legal or affiliation requirements. If they do not meet such requirements, the Board shall adjust the geographic sections so that they are in compliance.

Proposed Bylaw Amendment 1 Page 17 552 553 554 555 556 557 558 559 560 561 562 563 564 565 566 567 568 569 570 571 572 573 574 575 576 577 578 579 580 581 582 583 584 585 586 587 588 589 590 591 592 593 A. Composition 1. A Sectional Ethnic Minority Representative and Alternate shall be elected by the members within each of four (4) sections. Each Sectional Representative shall be a delegate to the IEA-NEA Representative Assembly and a state delegate to the NEA Representative Assembly. Each Alternate Sectional Representative shall be a delegate to the IEA-NEA Representative Assembly and the successor state delegate to the NEA Representative Assembly, if the Sectional Representative cannot attend. 2. A Sectional Educational Support Professional Representative and Alternate shall be elected by the members within each of three (3) sections. Each Sectional Representative shall be a delegate to the IEA-NEA Representative Assembly and a state delegate to the NEA Representative Assembly. Each Alternate Sectional Representative shall be a delegate to the IEA-NEA Representative Assembly and the successor state delegate to the NEA Representative Assembly, if the Sectional Representative cannot attend. 3. A Sectional Higher Education Representative and Alternate shall be elected by the members within each of the two (2) sections. Each Sectional Representative shall be a delegate to the IEA-NEA Representative Assembly and a state delegate to the NEA Representative Assembly. Each Alternate Sectional Representative shall be a delegate to the IEA-NEA Representative Assembly and the successor state delegate to the NEA Representative Assembly, if the Sectional Representative cannot attend. 4. Two District Directors and two Alternate District Directors, one for each specific district director, shall be elected by the members within each of thirteen (13) districts. Each District Director must be from a different Region within the district. Each District Director shall be a delegate to both the IEA-NEA and NEA Representative Assemblies. Each Alternate District director shall be a delegate to the IEA-NEA Representative Assembly and the successor state delegate to the NEA Representative Assembly, if the District Director cannot attend. B. Term and Election - The term of office and eligibility for election and/or re-election of the Sectional Representatives and Alternates shall be the same as for Regional Chairpersons in Article XII, Section 2 C 2. The term of office and eligibility for election and re-election of District Directors and Alternate District Directors shall be the same as for Regional Chairpersons in Article XII, Section 2.C.2, provided that in the initial election for District Directors and Alternate District Directors, Directors and Alternates from five (5) districts shall be elected for 3-year terms, Directors and Alternates from four (4) districts shall be elected for 2-year terms and Directors and Alternates from four (4) districts shall be elected for 1-year terms. A lottery conducted by the IEA-NEA Board of Directors shall determine the initial terms of the Directors and Alternates. A person shall be deemed to be elected when receiving a plurality of votes cast. C. Vacancy 1. A vacancy shall be deemed to exist in case of death, resignation, inability to serve, or failure to maintain the qualifications for the office. 2. In the event of a vacancy in the office of District Director or Sectional Representative, the Alternate shall serve the remainder of the term, provided that if the Alternate District

Proposed Bylaw Amendment 1 Page 18 594 595 596 597 598 599 600 601 602 603 604 605 606 607 608 609 610 611 612 613 614 615 616 617 618 619 620 621 622 623 624 625 626 627 628 Director is from the same region as the other District Director, the alternate shall only serve until the next regular spring election is conducted to fill the unexpired term. 3. A vacancy in the office of Alternate District Director or Sectional Representative Alternate shall be filled within sixty (60) days by a majority vote of the Chairpersons of the affected Regions and serve until the next regular spring election is conducted to fill the unexpired term. D. Recall 1. The recall of a District Director, Sectional Representative or Alternate may be initiated by one of the following methods: a. By three-fourths (3/4) vote of the Regional Councils within the district or section, whichever is applicable. b. By petition filed with the Association President and signed by at least thirty (30) percent of the active members within the district or section, whichever is applicable. 2. A recall election by the members of the section shall be conducted within sixty (60) days. This recall election is to be called by the Association President or his/her designee. A majority of those voting shall determine whether the District Director, Sectional Representative or Alternate is recalled. If that person is recalled, the membership shall proceed immediately to fill the vacancy in the manner of the original election. Section 4 - Statewide Councils: Educational Support Professional, Higher Education, and Council of IEA Retirees A. Composition 1. The Educational Support Professional Council shall be made up of thirteen (13) persons, at least two (2) of whom shall be ethnic minority representatives. Three (3) persons shall be Educational Support Professional Sectional Representatives or their alternates in their absences. The other ten (10) shall be employed as educational support professional and shall include a Chairperson and Vice Chairperson. The Council shall meet at least quarterly to advise the IEA-NEA staff and governance regarding programs and services affecting Educational Support Professional members. 2. The Higher Education Council shall be composed of ten (10) twelve (12) persons, including a Chairperson and a Vice Chairperson, all of whom are employed in institutions of Higher Education. Two (2) persons shall be the Higher Education Sectional Representatives or their alternates in their absences. No more than two (2) members shall be from the same institution. This restriction does not apply to the Chairperson. The Council shall meet at least quarterly to advise the IEA-NEA staff and governance regarding programs and services affecting Higher Education members.

Proposed Bylaw Amendment 1 Page 19 629 630 631 632 633 634 635 636 637 638 639 640 641 ARTICLE XIV STAFF Section 2 - Executive Director The Executive Director, under the direction and supervision of the President, shall be the chief administrator of the Association. He/she shall A. Supervise and coordinate the administrative, financial, and professional activities of the Association B. Act as the general manager of all employed staff in accordance with policies and procedures authorized by the Representative Assembly, and the Board of Directors and Executive Committee C. In consultation with the Executive Officers and Budget Committee, cause a budget of the Association to be prepared D. Perform such other duties as are assigned to him/her by the Board of Directors and, in the Board's absence, by the President 642 643 644 645 646 647 648 649 650 651 652 653 654 655 656 657 658 659 660 661 ARTICLE XIX AMENDING PROCEDURE Section 1 Two-thirds Amendments A proposed amendment to the Bylaws may be adopted at the Annual Meeting of the Representative Assembly by a two-thirds (2/3) vote of the members present and voting, provided: A. the proposal has been received by the Bylaws and Resolutions Committee by 5:00 p.m. Central Time on the second Friday of December; B. the proposal shall have been presented in writing to the Executive Committee Board of Directors and; C. the proposal has been posted on the Association website for at least thirty (30) consecutive days in advance of such session or has appeared in an official Association publication mailed to the membership no later than thirty (30) days in advance of such session. If the proposal is not mailed to the membership, an email notice of the proposal will be sent to each member s email address on record and a notice will be issued through Association social media sites no later than thirty (30) days in advance of such session. ARTICLE XIX AMENDING PROCEDURE Section 3 Effective Date of Bylaw Amendment The effective date of this bylaw amendment shall be July 15, 2017, provided that elections and other actions necessary for implementing this amendment may occur prior to that date. This section shall sunset on the effective date.