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Constitution and Bylaws

Amended September 28, 2009

 ARTICLE I.  NAME

This organization shall be known as the Indiana School Boards Association.

 ARTICLE II.  PURPOSE

The purpose of the Indiana School Boards Association shall be the instruction of individual public school corporation board members for the purpose of developing their ability to serve in that capacity and the instruction of the public on education-related subjects in order to improve public school education in the State of Indiana.

To accomplish this objective, the Association will:
a. Conduct seminars for school board members on educational policies, practices and programs.
b. Study educational problems as they affect all citizens of Indiana.
c. Inform school board members and the general public of the results of studies made by the Association.
d. Provide the General Assembly of the State of Indiana and other governmental bodies with pertinent information relative to legislation affecting education.
e. Participate in informational meetings and programs with public officials, school administrators, teachers, students of education and government, interested individuals and organizations in order to advance the cause of public school education in Indiana.
f. Engage in other selected activities related to its purpose.

 ARTICLE III.  MEMBERSHIP

Membership shall be of four classes:  Active, Associate, Honorary and Service Associate.

  1. Active Membership.  Any public school corporation in Indiana shall be eligible to hold active membership in the Association upon the payment of dues as prescribed by the Annual Conference.  Upon such qualification, each member of the governing body shall become an active member, entitled to all privileges of membership of the Association, including the right to vote, develop policy, serve on committees, and hold elective office.
  2. Associate Membership.  The Superintendent, Assistant Superintendent, Business Director, and/or administrators of any school corporation, which holds membership in the Association, and the Executive Officer in other educationrelated organizations may become Associate Members of the Association subject to the approval of the Board of Directors.  All Associate Members shall be entitled to privileges of membership as determined by the Board of Directors except the right to vote, develop policy, serve on committees and hold elective office in the Association.  Former Members of Boards of School Trustees shall be eligible to hold Associate Membership, and shall be assessed an annual fee established by the Board of Directors to cover mailing costs and other expenses.
  3. Honorary Membership.  Any person who, in the opinion of the Association, has made an outstanding contribution in furthering the cause of education may, upon approval of the Board of Directors, become an Honorary Member with all rights and privileges of Associate Membership.
  4. Service Associate Membership.  Architects and manufacturers and other organizations which provide school equipment, supplies, and services may become Service Associate Members.  They shall be entitled to Service Associate Membership under such conditions as the Board of Directors may provide, including assessment of dues.  All Service Associate Members shall be entitled to all rights and privileges of Associate Membership.

ARTICLE IV.  FISCAL YEAR

The fiscal year shall be the calendar year.

 ARTICLE V.  MEETINGS

An Annual Conference for discussion of timely educational topics and promotion of policies of common interest and value shall be held each fall at a time fixed by the Board of Directors.  Regional meetings and other necessary meetings shall be held at the discretion of the Executive Committee.

Regional directors must attend three (3) of the four (4) regularly scheduled board meetings and/or a majority of varied regularly scheduled meetings.  Lack of commitment/attendance may be cause for removal at the discretion of the Executive Committee.

ARTICLE VI. OFFICERS

The Officers of the Association shall be a president, first vice-president and a second vice-president.  There shall be a regional director for each region.  The president, the first vice-president, the second vice-president and the regional directors shall be elected at the Annual Conference.  The president so elected shall automatically serve as the immediate past-president during the year following his/her full term of service as association president or until a successor shall become eligible for the office of immediate past-president.  A nominating committee shall nominate one candidate for each office to be filled.  This committee shall honor the automatic promotion of the officers as previously elected subject, however, to committee discussion and approval. Following the presentation of the report of the nominating committee, the president shall call for nominations from the floor.  In the event of a contest for any office or regional directorship, the election shall be by secret ballot.  In the event that a regional director should be nominated for the office of president, first vice-president or second vice-president of the association and subsequently be an unsuccessful candidate for that office, the unsuccessful candidate would retain the office of regional director until his/her term expires or until a successor is selected.

The term of office for all officers of the Association with the exception of regional director, shall be for one (1) year.  The term of office of the regional director shall be three (3) years, and the terms shall be alternated in such manner that no more than four (4) vacancies shall normally occur during any one year.  The regional director shall serve no more than two (2) full consecutive terms, not including any appointed term or any service as an officer.  The two-term limit affects all new electees commencing in 1990.

The term of office of each officer and regional director shall begin at the close of the Annual Conference at which elected.

The duties and responsibilities of the president, the first vice-president and the second vice-president shall be those pertaining to these offices.

In the event that an officer or regional director of the Association ceases to be a member of a local school board during his/her term of office or in the event that an officer or regional director wishes to resign from his/her office, the office shall be declared vacant, and the vacancy shall be filled by the Board of Directors until the next Annual Conference except in cases herein otherwise provided.  The first vice-president shall automatically serve as president if the office of president becomes vacant.  If both the office of the president and office of the first vice-president become vacant, the second vice-president shall serve as president.  If the first vice-president or second vice-president serves as president due to a declared vacancy, he/she shall not be prohibited from being elected president or first vice-president pursuant to the normal election procedures stated in this article.  In the event that the offices of the president, first vice-president and second vice-president are all vacated, the Board of Directors shall fill these offices with members from the Board of Directors.

 ARTICLE VII.  BOARD OF DIRECTORS

The president, the first vice-president, the second vice-president, the immediate past-president and the director of each of the regions shall constitute the Board of Directors.  An Indiana school board member who serves on the Board of Directors of the National School Board Association shall be an ex-officio, non-voting member of the Board of Directors.

The Board of Directors shall have the authority to designate committees, as necessary, to assist with the business of the Association.

The Board of Directors, or any duly constituted committee which it may designate, shall have the power to represent the Association in the interim between Annual Conferences on any subject within the scope of the purposes of the organization as stated in this Constitution.  Neither the Board of Directors, nor any duly constituted committee which it may designate, shall adopt any position which is inconsistent with the purposes of the organization or contrary to the official position of the Association, as stated in actions taken by the Annual Conference.

Bylaws review:  Appointment of a Bylaws committee shall occur every three (3) years upon the first annual regional directors meeting, or more often as deemed necessary, for the purpose of review and revision as deemed to be required and/or appropriate by the Board of Directors.

 ARTICLE VIII.  EXECUTIVE COMMITTEE

An Executive Committee, comprised of the president, the first vice-president, the second vice-president, the immediate past-president and two regional directors shall be charged with the administration of the affairs of the Association during the time elapsing between meetings of the Board of Directors.  At its first meeting each year, the Board of Directors shall elect two regional directors, each of whom shall serve a term of one (1) year on the Executive Committee.  The Executive Committee shall meet at least two (2) times each year at the president’s direction.

ARTICLE IX.  EMPLOYEES

The Board of Directors shall have the authority to employ an executive director and any other personnel necessary, to determine their salaries, to prescribe their duties, and to fix their terms of employment.

The Board of Directors shall designate the treasurer of the Association at its first meeting each year.

 ARTICLE X.  DELEGATE ASSEMBLY

The Delegate Assembly shall be the legislative body of the Association and shall consist of one delegate from each of the school boards holding active membership in the Association.  Each such school board shall designate, prior to the Annual Conference or any called meeting, its official delegate and alternate or alternates and shall certify such delegate and alternate or alternates to the executive director at least ten days prior to such Annual Conference or called meeting.  Such delegate, or alternate, shall be entitled to vote upon all matters submitted to the Conference or called meeting as the sole representative of the Board of School Trustees, and only the accredited delegate or alternate shall be entitled to vote at any Conference or called meeting of the Association.  This article shall in no way prevent any Active Member from attending the Delegate Assembly.

 ARTICLE XI.  FEES AND BUDGET

To meet the expenses necessary to carry on the program of this Association, an annual membership fee or schedule of fees shall be approved at the annual Delegate Assembly.  The budget for the ensuing calendar year shall be approved at the annual Delegate Assembly, but the power to approve amendments to the budget shall rest with the Board of Directors.

ARTICLE XII.  AMENDMENTS

The Constitution and Bylaws may be amended at the annual Delegate Assembly or any called meeting by a majority vote of delegates present, provided that written notice of said proposed amendments has been sent to each of the members of the Association at least ten days prior to the meeting.

 ARTICLE XIII.  PARLIAMENTARY PROCEDURE

This Constitution and Bylaws may be temporarily suspended only by a two-thirds (2/3) vote of the Board of Directors for a specific and qualified purpose.

ARTICLE XIV.  LEGAL DEFENSE

The Board of Directors shall defend any director, officer, or any employee in any suit arising out of the performance of his/her duties for, or employment with,  the Association, provided the Board of Directors determines that such action was taken in good faith; and, subject to the limits of the Indiana Tort Claims Act, shall save any such member or employee harmless from any liability, cost or damage in connection therewith, including but not limited to the payment of any legal fees, provided the claim does not arise from bad faith or malfeasance in office or employment.