As amended October 23, 2016.
Article 1. NAME.
The name of the association shall be: THE SOUTHERN ASSOCIATION OF INDEPENDENT SCHOOLS, INC.
Article 2. PURPOSE.
The purpose of the association shall be to further in every way the cause of education through the promotion of mutually beneficial programs among member schools. The association shall work to develop a cooperative relationship with a variety of state, regional, and national associations. Further, the association shall promote effective evaluation and accreditation for member schools. The purpose for which the association is organized is exclusively educational within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986 or the corresponding provisions of any future U.S. Internal Revenue law.
Article 3. MEMBERSHIP.
Any independent school complying with the candidacy criteria approved by the board of trustees (the “board”) shall be considered a candidate for membership in the association upon the acceptance of its application, submission of supporting documents, and payment of dues, all as determined by the board from time to time. If not already accredited, candidates must earn accreditation in accordance with the published criteria of the association, at which time they will be considered members of the association. Notwithstanding the foregoing, for purposes of these bylaws, candidates will be treated as members and will have all rights of members, including the right to vote and to have representatives serve as trustees and officers. Other non-‐school organizations may be given non-‐voting, affiliate status in the association if approved by the board.
Article 4. BOARD OF TRUSTEES.
The governing body of the association is the board. The board is responsible for the supervision, control and direction of the association. The board shall consist of the officers, the immediate past chair, and up to 15 at-‐ large members of the board, referred to as “trustees,” with the intent of representing the diversity of schools within the membership. Each member of the board must be currently employed as the chief administrator of a member school.
Nominations will be solicited from the members of the association prior to each annual meeting of the association. Trustees will be elected by the members at the annual meeting. All nominees receiving at least a majority vote of the members at a meeting at which a quorum is present shall become trustees. A trustee shall hold office for a term of three years or until his/her successor is elected, beginning on January 1 following the date of election, at which time the trustee may be appointed for a second three-‐year term by majority vote of the entire board or shall rotate off the board. At the completion of any such second successive three-‐year term, a trustee must rotate off the board for at least one year. A trustee may, during his/her tenure as a trustee, be elected to a position as an officer, whereupon he/she will be exempted from the regular board rotation during his/her tenure as an officer, and will resume the remaining portion of his/her tenure as a trustee upon completion of his/her term as an officer. The president is an ex-‐officio and non-‐voting member of the board.
Any trustee may resign at any time by giving written notice to the chair of the board. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Provided that the applicable notice indicates that the purpose of a meeting is to consider the removal of a trustee, at a meeting of the board, any trustee may be removed with or without cause by the vote of at least two-thirds of the entire board.
Any vacancy occurring on the board by reason of resignation, removal, death, or otherwise shall remain vacant until the next annual meeting, whereupon the membership shall elect a replacement trustee in accordance with these bylaws.
Article 5. BOARD OFFICERS.
The officers of the board shall be a chair, a vice chair, a treasurer, and a secretary. Their duties shall be those customarily incident to their respective offices and such other duties as the board may designate. Officers must be currently employed as the chief administrator of a member school. An officer who moves to a non-member school must vacate his/her office. The officers shall be elected by a majority of the entire board and shall take office on January 1 following their election. Officers shall hold offices for a term of two years or until their successors are elected.
Any officer of the board may resign at any time by giving written notice to the board. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed from office with or without cause by the vote of at least two-thirds of the entire board whenever in its judgment the best interests of the association may be served thereby.
Article 6. COMMITTEES.
The association shall carry out its mission through the work of standing committees as determined by the board. Standing committee chairs are appointed by the board chair from among the trustees. The chair may appoint ad hoc committees as necessary to fulfill the general program responsibilities of the association.
The board chair shall appoint committee members. A majority of the members of each committee must be chosen from among the trustees, and the remainder shall be representatives of member schools. Committees should reflect the diversity of schools within the membership.
Article 7. PRESIDENT.
The board shall have the power to employ a president of the association and shall set forth in writing all terms and conditions of such employment, including without limitation all duties, powers, responsibilities, and prerogatives of the president.
The president is not an officer of the board. The president serves as the chief staff executive of the association and shall be in charge of the overall operation of the association consistent with the purposes, these bylaws, and policies duly established by the board. The president shall have the exclusive responsibility to hire, fire, and manage the staff, consistent with the budget, and shall carry out the duties described in the president’s job description.
Article 8. MEETINGS.
There shall be an annual meeting of the general membership of the association to be held at a time and a place determined by the board. Special meetings may be called at any time by the chair at the request of the board with 30 days’ notice to all members. Such special meetings may involve any business that would properly come before an annual meeting, including amendment of these bylaws.
Article 9. VOTING BY BOARD.
A majority of the board shall constitute a quorum at any board meeting. All members of the board present at a meeting at which a quorum is present shall have the right to vote on matters. The affirmative vote of a majority of the board at a meeting at which a quorum is present will constitute action of the board, unless otherwise directed by these bylaws. Voting rights of a member of the board may not be delegated to another person nor exercised by proxy.
The board may take action without a meeting if a written consent to such action is signed by a majority of the members of the board and such written consent is filed with the records of the association. Such action is effective when the required number of members of the board have signed the consent unless the consent specifies a different effective date. Such consent may be transmitted electronically.
Article 10. VOTING BY MEMBERS.
Twenty percent (20%) of the members shall constitute a quorum at any meeting of the membership of the association. All members present at a meeting at which a quorum is present shall have the right to vote on matters. For all member voting purposes, each member school shall be entitled to one (1) vote. The affirmative vote of a majority of the members at a meeting at which a quorum is present will constitute action of the members, unless otherwise directed by these bylaws. Voting rights of a member may not be delegated to another member nor exercised by proxy.
The members may take action without a meeting if a written consent to such action is signed by a majority of the members and such written consent is filed with the records of the association. Such action is effective when the required number of members have signed the consent unless the consent specifies a different effective date. Such consent may be transmitted electronically.
Article 11. FINANCIAL MATTERS.
The fiscal year of the association for tax and financial accounting purposes shall be the calendar year. All budgets must be approved by a majority of the board. The dues of the association will be determined by the board and are to be paid annually by a date set by the board. Financial policies for the association shall be determined from time to time by a committee of the board, subject to the board’s directives.
Article 12. NOTICES.
All notices to the general membership shall be given in accordance with the Georgia Nonprofit Corporation Code. Members may contact any board officer or trustee using the contact information available to the membership on the association’s website.
Article 13. INDEMNIFICATION.
Each trustee, officer, committee member, employee and other agent of the association shall be held harmless and indemnified by the association against all claims and liabilities and all costs and expenses, including attorney’s fees, reasonably incurred or imposed upon such persons in connection with, or resulting from, any action, suit or proceeding – or the settlement or compromise thereof – to which such persons may be made parties by reason of any action taken or omitted by such persons acting in good faith and prudence within the course of acting on behalf of the association.
Article 14. AMENDMENTS.
These bylaws may be amended by members of the association constituting two-‐thirds of the votes cast at a meeting at which a quorum is present, after 30 days’ advance notice of a proposed change or changes has been circulated to all members.
Article 15. DISSOLUTION.
Upon the dissolution of the association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any further federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Article 16. PARLIAMENTARY AUTHORITY.
The rules contained in the most recent edition of Robert's Rules of Order Newly Revised shall be used as a guide for procedure at all meetings of the association and the board to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the association may adopt.
As amended October 23, 2016.