<strong>ARTICLE I </strong>

<strong>Name </strong>

The name of the Association will be Virginia School Boards Association.

<strong>ARTICLE II </strong>

<strong>The purposes of the Association will be: </strong>

To assume a leadership role in the promotion of the general advancement of public education;

To study and interpret for school boards and the general public proposed legislation that will have an impact on public education;

To initiate and encourage the adoption of policies by various policy making bodies which will advance the quality of educational programs;

To encourage the establishment of adequate financial support for the public schools;

To foster through local school boards and regional organizations the meaningful exchange of ideas with public school patrons;

To provide a resource center as an aid to local school boards in meeting their needs;

To coordinate the efforts of school boards in the promotion of public education;

To assist school board members in understanding their roles and to help them in formulating plans for the systematic and efficient performance of their duties;

To maintain close liaison with other agencies which are dedicated to the advancement of education; To enhance the efficient operation of public school divisions;

To provide member school boards with services, training and advocacy so that they may exercise effective leadership in public school governance on behalf of public education for all the children of the Commonwealth; and,

To engage in any lawful activity in furtherance of the above purposes or in any other activity permitted of associations of political subdivisions.

<strong>ARTICLE III </strong>

<strong>Membership and Dues </strong>

Section 1. Any legally constituted public school board of the Commonwealth of Virginia will be eligible for membership in the Association.

Section 2. Membership dues applicable for each fiscal (membership) year will be determined by the Board of Directors.

Section 3. The Board of Directors shall consider the total amount of funds each school division receives from all sources in calculating membership dues.

Section 4. Applications for new or reinstated Association membership shall be submitted to the Board of Directors in such form and accompanied by such supporting documents as the Board of Directors may determine.

Section 5. Any Association member whose dues are 120 days past due (October 31) shall be suspended and all privileges of membership suspended except as hereinafter provided. Members suspended for non-payment of dues may be reinstated by the Board of Directors at any time upon payment of the current year’s dues.

Section 6. An Association membership may be terminated only upon the recommendation adopted by a two-thirds vote of the Board of Directors present at a Directors’ meeting at which the reasons for termination are considered and when such recommendation is ratified by a majority of the Delegate Assembly present and voting.

<strong>ARTICLE IV </strong>

<strong>Officers and Their Election </strong>

Section 1. The officers of the Association will be the President and the President-Elect. These officers will perform the duties prescribed in these Bylaws and by the Board of Directors.

Section 2. A Nominating Committee of five members will annually nominate no more than two candidates for President-Elect and no more than two candidates for each of the two at-large seats on the Board of Directors whose names will be placed in nomination at the Annual Convention. It shall be the duty of candidates for the at-large positions to provide a written nomination, approved by a nominee’s school board, together with pertinent biographical information and a signed letter from each nominee confirming willingness to serve. Members of the Nominating Committee will not be eligible for nomination to any position on the Board. The Immediate Past President will serve as Chair of the Nominating Committee and four other committee members will be elected by the Board of Directors.

Section 3. All terms of office will be for one year. Upon completion of a one-year term, the President-Elect will be installed as President; provided, however, that if the office of President-Elect is filled by the Board of Directors, due to a vacancy in that office, the office of President will be filled by election at the succeeding Annual Convention. Persons elected or appointed to serve on the Board of Directors are limited to six years of service, unless he/she is elected President-Elect in which case the maximum number of years one can serve is nine. In no case shall one serve more than two years each as a member-at-large or a chair of any one committee.

Section 4. A President-Elect and two At-Large members of the Board of Directors will be elected at each Annual Convention of the Association. Nominations from the floor of the convention must be accompanied by written approval of the nominee’s school board, together with pertinent biographical information and a signed letter from each nominee confirming willingness to serve. Such material must be received by the President of the Association and by the delegates prior to the opening of the first session of the Delegate Assembly at the Annual meeting of the Association, and nominations shall be deemed closed at the opening of that session. The elections will be by written ballot, except that, when there is only one nominee for each office, the election may be by voice vote.

Section 5. The Board of Directors shall appoint the Executive Director who shall manage, supervise and direct the operations of the Virginia School Boards Association within the authority given to him or her by the Board of Directors. The Executive Director is authorized to hire, supervise and discharge personnel.

Section 6. All officers will assume their duties upon installation at the Annual Convention and will remain in office until their successors are installed.

Section 7. A vacancy occurring in any office will be filled by the Board of Directors until the next Annual Convention, except that the President-Elect will assume the office of the President if it becomes vacant.

Section 8. Any person holding an elected office of the Association may be removed for good cause by a two-thirds vote of the Board of Directors present and voting, whenever in its judgment the best interests of the Association would be served thereby.

<strong>ARTICLE V </strong>

<strong>Duties of Officers </strong>

Section 1. The President will preside at all meetings of the Association, the Board of Directors, and the Executive Committee, will be an ex-officio member of all committees, except the Nominating Committee; will appoint the members of the standing committees and the special committees; will appoint a parliamentarian, and will perform other duties such as the Association or the Board of Directors shall direct.

Section 2. The President-Elect will serve as an aide to the President and shall perform duties such as will be prescribed by the President and by the Board of Directors. In the absence of the President, the President-Elect will perform all the duties of the President.

Section 3. The Executive Director will see that accurate minutes and records are kept with respect to all meetings and will administer the affairs of the Association within the policies established at the Annual Convention and any other meetings of the Association or by the  Board of Directors. The Executive Director will perform such other duties included in the job description approved by the Board of Directors.

Section 4. The Executive Director will supervise the keeping of all accounts and funds of the Association, keep its surplus funds prudently and productively invested, submit such reports to the Board of Directors as it may from time-to-time require, report to the Annual Convention, and arrange for an annual audit of the Association's financial books and records. The Executive Director and all other persons that may be authorized to handle funds of the Association will give fidelity bonds in the amounts determined by the Board of Directors. The costs of these bonds will be paid by the Association.

<strong>ARTICLE VI </strong>

<strong>Meetings </strong>

Section 1. The Association Delegate Assembly will meet annually at a time and a place to be determined by the Board of Directors to adopt policies and resolutions expressing the views of the Association in its lobbying efforts, and to hear reports from the VSBA Board of Directors.

Section 2. Special meetings of the Association may be called by the Board of Directors. The President also may call a special meeting of the Association on petition of twenty-five member boards of the Association.

Section 3. Twenty-five voting delegates will constitute a quorum for any meeting of the Association.

Section 4. The Executive Director will notify, in writing, the member school boards thirty days prior to the Annual Convention and ten days prior to a special meeting.

<strong>ARTICLE VII </strong>

<strong>Voting Body </strong>

Section 1. A school board in good standing will be entitled to one vote in all meetings of the Association. Voting by proxy will not be permitted.

Section 2. Any member of a school board in good standing who is not a voting delegate may be permitted the privileges of the floor with the exception of making motions and voting.

Section 3. A voting delegate and an alternate will be selected from the membership of each member school board by that board. The name of the delegate and of the alternate selected will be sent to the Executive Director.

<strong>ARTICLE VIII </strong>

<strong>Board of Directors </strong>

Section 1. The membership of the Board of Directors will consist of the following: the President, the President-Elect, the Immediate Past President, two members elected at large at the Annual Convention, Chairs of the Standing Committees, and Regional Chairs of the association. No member school board may have more than one person serve on the board of Directors at the same time. All members of the Board of Directors will be duly qualified members of local school boards holding membership in the Association at the time of taking office. Any officer or other member of the Board of Directors who ceases to be a member of a local school board will continue in office until the next Annual Convention of the Association.

Section 2. The following will be the duties of the Board of Directors:
<ol>
 	<li>Transacting business of the Association;</li>
 	<li>Performing all duties outlined in these Bylaws;</li>
 	<li>Filling any vacancy occurring in office;</li>
 	<li>Establishing policy related to appointing and removing all professional staff members;</li>
 	<li>Approving the salary range of all staff personnel;</li>
 	<li>Adopting an annual budget;</li>
 	<li>Approving all accounts of the Association in accordance with the approved budget;</li>
 	<li>Adopting a legislative program; and,</li>
 	<li>Presenting statements on behalf of the Association on matters of concern to public education.</li>
</ol>
Section 3. The Board of Directors will meet regularly to transact the business of the Association and to promote the work of the Association.

Section 4. Seven members of the Board of Directors will constitute a quorum for the transaction of business.

Section 5. Any member of the Board of Directors may be removed for good cause by a two-thirds vote of the Board of Directors present and voting whenever in its judgment the best interests of the Association would be served thereby. Any vacancy created by removal of a member of the Board of Directors other than a Regional Chair of the Association pursuant to this section may be filled by the Board of Directors for the remainder of the term.

<strong>ARTICLE IX </strong>

<strong>Indemnification </strong>

The Association will indemnify its directors, officers and employees against claims asserted or imposed for service as a director, officer or employee except for matters as to which the director, officer or employee has been adjudged liable for gross negligence or willful misconduct in the performance of duties. [This indemnification also will extend to claims made against the director, officer or employee for service as a representative of the Association to other associations or organizations.]

<strong>ARTICLE X </strong>

<strong>Executive Committee </strong>

There will be an Executive Committee composed of the President, President-Elect, and three members of the Board of Directors nominated by the President and President-Elect with opportunity for additional nominations from the floor, elected by the Board of Directors. The Executive Committee will perform the duties of the Board of Directors between meetings of the Board of Directors, except such duties as the Board of Directors may reserve for itself; and shall prepare and recommend to the Board of Directors the annual budget and make recommendations to the Board concerning the financial aspects of the Association.

<strong>ARTICLE XI </strong>

<strong>Standing and Other Committees </strong>

Section 1. A Legislative Positions Committee consisting of at least one member from each VSBA region will be appointed by the President to solicit and review position proposals from member boards; preview and project future needs for legislation and recommend new or modified positions to the Board of Directors. The Legislative Positions committee shall also review recommendations from VSBA legal counsel for retractions of or amendments to existing positions based on changes in law or regulation, and recommend such retractions or amendments to the Board of Directors. The Chair of the Legislative Positions Committee shall also serve as Chair of the Federal Relations Committee.

Section 2. A Federal Relations Committee consisting of at least one member from each of the Congressional Districts will be appointed by the President to serve as part of the NSBA-Federal Relations Network. The committee will provide a voice on the Board of Directors for those school divisions that have a substantial stake in federal funds/issues. The Chair of the Federal Relations Committee shall also serve as Chair of the Legislative Positions Committee.

Section 3. An Audit Committee consisting of seven board members will be appointed by the President. The committee will oversee the annual financial statement audit.

Section 4. Special committees or task forces may be appointed by the President or by the Board of Directors to address issues of concern to the membership. Such committees/task forces may be established by the Delegate Assembly, the Board of Directors or the President.

<strong>ARTICLE XII </strong>

<strong>Regions </strong>

Section 1. Regions are geographic divisions of the Association designated by the Board of Directors for convenience in administering the work of the Association and will be governed by the Bylaws of the Association.

Section 2. Regional officers will be elected by the members in the Regions biennially at the fall regional meetings of the Association. No regional officer shall be elected to serve more than one two-year term in the same office. No member school board may have more than one person serve as a regional officer at the same time.

Section 3. A Nominating Committee will be appointed by the Chair of each Region at or prior to its annual spring meeting in any year in which there will be a vacancy in an officer position. It will be the duty of this Committee to select a slate of nominees for the offices of Chair and Vice-Chair. Members of the Nominating Committee will not be eligible for nomination to any regional position. The slate shall consist of no more than two candidates for each office and be presented to the membership at the next annual fall meeting of the region. Nominations may be made from the floor. By a majority vote of the member school board it should notify the Chair of the Region and the region member school boards of an intended floor nomination prior to the fall regional meeting. Each region member board shall have one vote, and that vote shall be by the school board chair or a delegate elected by that school board. The regional chair and his/her designee shall determine the number and persons approved to vote at the beginning of each meeting of the region. It shall be the duty of every candidate to provide a written nomination, approved by the candidate’s school board, and a signed letter from the candidate confirming willingness to serve.

Section 4. A vacancy occurring in any office in a region will be filled by the President of the Association except in the case of the Chair when the Vice-Chair automatically will assume the office.

Section 5. Each region will hold annual meetings in the spring and fall. Additional meetings may be held if a Region so desires.

<strong>ARTICLE XIII </strong>

<strong>Compensation </strong>

Elected officers, committee members, and Regional Chairs will serve without compensation, except that actual expenses incurred in the performance of duties will be paid by the Association.

<strong>ARTICLE XIV </strong>

<strong>Parliamentary Authority </strong>

"Robert's Rules of Order, Revised" shall govern all proceedings of the Association in all cases in which it is not in conflict with these Bylaws.

<strong>ARTICLE XV </strong>

<strong>Amendments </strong>

These Bylaws may be amended at any Annual Convention of the Association by a two-thirds vote of the official delegates present and voting; provided the amendment be presented in writing to the President of the Association and Chair and to the Clerk of each member school board of the Association at least thirty days prior to the Annual Convention. 8

<strong>ARTICLE XVI </strong>

<strong>Dissolution of the Association Assets </strong>

Upon the dissolution or final liquidation of the association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the benefit of the public school divisions of the Commonwealth. Any such assets not so disposed of shall be distributed to member school divisions of the Association by the Circuit Court of the county in which the principal office of the Association is then located, exclusively for such purposes, or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

<em>Revised 10/05/86; 10/02/87; 10/06/89; 12/14/90; 11/14/91; 11/19/92; 11/18/93; 11/18/94; 11/09/95; 11/18/99; 11/16/00; 11/18/10; 11/17/11; 11/15/12, 06/05/13; 11/20/14; 11/17/16; 11/16/17; 11/21/19; 11/16/20</em>