These are the amended and restated Bylaws of the National Association of Independent Schools, Inc., adopted on February 27, 2003, and amended on March 1, 2022.
In accordance with ARTICLE XIV, the Bylaws are hereby amended and restated in their entirety as follows:
NAME
The name of the corporation is National Association of Independent Schools, Inc. (herein called the "Association").
PURPOSE
The primary purpose of the Association is to co-create the future of education by uniting and empowering our community, and serving and strengthening independent schools. The Association does this through thought leadership, research, creation and curation of resources, and direct collaboration with education leaders.
ACTIVITIES
The activities of the Association, in furtherance of its purpose, include the following: acting as an advocate for independent education; coordinating collective action on behalf of independent schools; developing and disseminating information and research of value in the operation of schools; promoting the professional growth of school leaders with a variety of resources, support, and education; and providing leadership in matters of importance to the independent school community.
MEMBERSHIP
Section 1. There shall be one legal class of members for purposes of applicable Massachusetts law, which shall be the Active Members (defined herein), and such other categories of members as the Board shall determine from time to time, which may include Association Members, as described below.
A. Active Membership: Membership as a full legal member is available to qualifying individual independent schools within the United States (the “Active Members”).
B. Candidate Membership: Candidate Membership is available to qualifying schools who meet some, but not all, criteria for membership as an Active Member. The minimum requirements for Candidate Membership will be determined by the Board.
C. Association Membership: Association Membership is available to qualifying
(a) local, state and regional associations of independent schools; and
(b) other associations, whether domestic or international, which are concerned with independent school education.
Section 2. The Board of Trustees shall prescribe the requirements for membership and shall set the annual dues and any other fees for the classes of membership. Membership shall be for a term of one-year or such other period as determined by the Board from time to time.
Section 3. Members shall be entitled to the full privileges assigned by the Board of Trustees to their class of membership upon payment of dues for the current year. Only Active Members shall have the privilege of voting, and each school which is an Active Member shall be entitled to one vote on all matters on which Active Members are entitled to vote.
BOARD OF TRUSTEES
Section 1. The governing body of the Association shall be the Board of Trustees, which shall consist of no less than 12 persons, including the Chair, Vice Chair, Treasurer and Secretary (being the four “Officers”).
Section 2. Each Trustee shall serve for a term of three years and until the close of the Annual Meeting at which a successor is elected or named or until the Trustee sooner dies, resigns, is removed or becomes disqualified. A Trustee who has served a three-year term may be elected to a maximum of one additional consecutive three-year term. At each Annual Meeting, the Active Members shall elect sufficient Trustees and Officers to fill the positions of those Trustees and Officers whose terms will expire at the close of such Annual Meeting and any vacancies from a slate of persons recommended for those positions by the Governance Committee and approved by the Board of Trustees. If a person is elected as a Trustee to fill a vacancy and serves for an unexpired term, such service shall not be counted in determining eligibility for re-election. New Trustees shall take office at the close of the Annual Meeting of the Board and Membership at which they were elected.
Section 3. In the event that an Officer's term as Trustee expires before the end of the Officer's term as an Officer, that Officer's term as Trustee shall be extended until the end of the individual's term in office.
Section 4. The Governance Committee, which shall be appointed in accordance with Section 2 of Article VIII, shall solicit recommendations for Trustees from the membership. The Committee shall conduct an annual review of the needs and composition of the Board, and shall determine any positions that will expire or otherwise be vacant as of the close of the next Annual Meeting, giving due consideration to securing individuals with the needed profiles. Representation will reflect the diversity of the membership and other organizations with missions consistent with the purposes and activities of the Association. Trustees are expected to know and understand independent schools and the issues they face and represent a broad range of voices and perspectives in our communities. The Committee shall also conduct an annual review of the Officers, shall determine any positions that will expire or otherwise be vacant as of the close of the next Annual Meeting and shall then prepare a recommended slate of Officers to fill any such vacancies among the Officers. The Committee's recommendations shall be presented to the Board, which may adopt or modify any of the Committee's recommendations. The determination of the number of Trustees and the slate of candidates for Trustee, as finally approved by the Board (the "Trustees' Slate"), and a slate of candidates for Officers as finally approved by the Board (the "Officers' Slate") shall be submitted to the membership not less than 30 days before the Annual Meeting for ratification at the Annual Meeting. If either the Trustees' Slate or the Officers' Slate is not approved, the revised Trustees' and Officers' Slate shall be presented to the membership at the earliest opportunity to consider revised recommendations.
Section 5. The Board of Trustees shall hold at least two regular meetings a year at such times and places (or no place, if held solely by remote means) as the Board shall determine. Special meetings may be held at the call of the Chair or the Vice Chair. Notice of all meetings shall be sent to the Trustees at least fourteen days in advance. A majority of the members of the Board of Trustees serving at the time shall constitute a quorum at any meeting. At any meeting in which there is a quorum, then a majority vote of those trustees present will be an action of the board, unless a higher threshold is specified by the bylaws or applicable law.
Section 6. Duties and powers of the Board of Trustees shall include but not be limited to:
(a) The Board of Trustees shall appoint a President and such other officers (other than Officers) as the Board may deem necessary or desirable to administer the affairs of the Association.
(b) The Board of Trustees shall have the general oversight of the business of the Association and shall have all powers of the Association except such as are specifically reserved to the members of the Association by law or by these Bylaws.
(c) The Board of Trustees shall take such measures as it may deem advisable to acquaint member schools with significant developments in the activities of the Association in the intervals between Annual Meetings. As soon as practical after each Annual Meeting, the Board of Trustees shall cause to be published and distributed to the members the Annual Report, which shall include the minutes of the Meeting, a report of the Treasurer, and the roster of Officers and Trustees.
(d) If the office of a Trustee, Officer, or committee member becomes vacant, the Board of Trustees may choose a successor who shall hold office for the unexpired term.
Section 7. Any action required or permitted to be taken at any meeting of the Trustees may be taken without a meeting if all of the Trustees consent to the action in writing by any means, including, but not limited to electronic mail or facsimile, and the written consents are filed with the records of the meetings of the Trustees. Such consents shall be treated for all purposes as a vote at the meeting.
Section 8. Members of the Board of Trustees may participate in any meeting of the Board or any committee meeting by means of telephonic or virtual communications.
OFFICERS
Section 1. The Officers of the Association shall be the Chair, Vice Chair, Treasurer, and Secretary, who shall be elected by the Active Members and shall be known as the Officers. Each Officer shall have the powers and duties normally associated with the office and such other powers and duties as may be designated from time to time by the Board of Trustees.
Section 2. Officers shall serve for a single term of three years and until the close of the Annual Meeting of the Board and Membership at which time their successors are elected and announced. If a person is elected as an Officer to fill a vacancy and serves for the unexpired term, such service shall not be counted in determining eligibility for re-election. Newly elected Officers shall take office at the close of the Annual Meeting of the Board and Membership at which they were elected.
Section 3. The Governance Committee shall present a nomination to fill any vacancy. The Board shall arrange the Officer slates so that not all of the Officers’ terms expire at the same time. The slate of candidates shall be presented to the membership not less than one month before the Annual Meeting.
EXECUTIVE STAFF
The President shall be the chief executive officer and shall organize and administer the central office of the Association and shall be responsible for appointing and hiring staff members of the Association, subject to the oversight and direction of the Board.
COMMITTEES
Section 1. There shall be an Executive Committee, and the Board may create such other committees of the Board as the Board deems necessary or desirable. Each committee shall be comprised of Trustees appointed by the Board and shall have such duties and powers as authorized by the Board (any non-Trustee committee members, as appointed by the Board, shall be non-voting committee members and shall not count towards a quorum); provided, however, that the Executive Committee may exercise all powers of the Board of Trustees during the interim between meetings of the Board, except that neither the Executive Committee nor any other committee shall be permitted to: (a) change the principal office location of the Association; (b) amend the Bylaws; (c) change the number of Trustees or fill vacancies in the Board of Trustees; (d) remove officers or Trustees from office; (e) authorize a merger; or (f) take any other action prohibited to be taken by a committee under applicable law.
Section 2. The Board of Trustees may appoint, or authorize the Chair to appoint, such other advisory committees and task forces, the members of which do not need to be Trustees, as it deems necessary or desirable. The duties and powers of such committees and task forces will be determined by the Board, but no such committee or task force shall be authorized to take action on behalf of the Board.
Section 3. Unless the Trustees otherwise designate, committees or task forces shall conduct their affairs in the same manner as is provided in these Bylaws for the Trustees.
Section 4. The members of any committee of the Board or any other committee or task force shall remain in office at the pleasure of the Board.
MEETING OF MEMBERS
Section 1. An Annual Meeting of Members shall be held at such time and place as shall be determined by the Board of Trustees for the purpose of electing Trustees and Officers and receiving reports of the Trustees and Officers and for such other purposes as may be specified by the Board of Trustees.
Section 2. Special meetings of Members may be called by the Board of Trustees at such times and places for such purposes as the Board may designate or as otherwise prescribed by law.
Section 3. Notice of each meeting of Members, specifically the time and place and purpose of the meeting shall be given by the President or Secretary not less than thirty days in the case of an Annual Meeting, and fourteen days in the case of a special meeting, before the date fixed for the meeting, by distributing such notice addressed to each Member at the address or e-mail address that appears on the records of the Association.
Section 4. Each Active Member may be represented at any meeting and may vote either in person or by proxy in writing dated not more than six months before the meeting. Such proxy shall be filed with the Secretary of the meeting before being voted and shall entitle the proxy named therein to vote at the meeting and at any adjourned session thereof.
Section 5. At any meeting of members, the Active Members who are present in person or duly represented by proxy shall constitute a quorum; and when a quorum is present at any meeting, a majority of the Active Members represented thereat shall, except where a different vote is required by law or specified by these Bylaws, decide any question brought before such meeting.
RESIGNATIONS, REMOVALS AND VACANCIES
Section 1. Any Trustee or Officer may resign at any time by delivering a letter of resignation to the Chair or the Secretary or to the Association at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time but will not affect any outstanding dues obligations.
Section 2. Members may be removed in accordance with policies and procedures as set forth by the Board of Trustees.
Section 3. Trustees and Officers may be removed with or without cause by the vote of two-thirds of the Active Members. Trustees or Officers may be removed with cause by the vote of two-thirds of the Trustees then in office. A Trustee or Officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove said Trustee or Officer.
INDEMNIFICATION AND PERSONAL LIABILITY
The Association may, to the extent legally permissible and only to the extent that the status of the Association as an organization exempt under Section 501 (c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its trustees, officers, employees and other agents (including persons who serve at its request as directors, officers, or trustees of another organization or in a capacity with respect to any employee benefit plan in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which may be threatened, while in office or thereafter, by reason of his being or having been such a trustee or officer or other person to be indemnified, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Association or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; provided however, that as to any matter disposed of by a compromise payment by such person to be indemnified, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the Association, after notice that it involves such indemnification: (a) by a disinterested majority of the trustees then in office; of (b) by a majority of the disinterested trustees then in office, provided there has been an opinion in writing of independent legal counsel to the effect that such person appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Association; or (c) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses, including counsel fees, reasonably incurred by any such person in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Association in advance of the final disposition thereof upon receipt of an undertaking by such person to repay the amounts so paid to the Association if it is ultimately determined that indemnification is not authorized hereunder. The right of indemnification hereby provided shall not be exclusive of or affect any rights to which any person may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than trustees or officers may be entitled by contract or otherwise under law. As used in this paragraph, the terms "trustees" or "officers" include their respective heirs, executors and administrators, and an "interested" trustee or member is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds in then pending.
The Members, Trustees and Officers of the Association shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Association, may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Association.
NONDISCRIMINATION
There shall be no discrimination by the National Association of Independent Schools, Inc. in the selection of its governing board or in the employment of personnel, because of race, color, religion, national origin, sex, age, sexual orientation, gender identity or expression, disability, or any other category in violation of applicable local, state, or federal law or regulations.
FISCAL YEAR
Except as otherwise determined by the Board of Trustees, the fiscal year of the Association shall end on the last day of June.
AMENDMENT
These Bylaws may be amended at any regular or special meeting of members by the affirmative vote of not less than two-thirds of the Active Members present in-person or by proxy at the meeting. At least thirty (30) days' notice of the proposed amendment and the subject matter thereof must be given.