By-Laws
AMENDED AND RESTATED BYLAWS OF THE INDEPENDENT SCHOOLS ASSOCIATION OF NORTHERN NEW ENGLAND, April 4,2007
ARTICLE I
NAME AND OFFICES
Section 1. Name.
The name of the Corporation shall be The Independent Schools Association of Northern New England.
Section 2. Principal Office.
The principal office of the Corporation shall be located in Bowerbank, State of Maine, or at any other location within the States of Maine, New Hampshire or Vermont, as the Board of Directors may determine.
Section 3. Other Offices.
The Corporation may also have offices at such other places, within or outside its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
ARTICLE II
PURPOSES
Section 1. I.R.C. Section 501(c)(3) Purposes.
This Corporation is organized exclusively for charitable and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding Section of any future federal tax code) (hereinafter the "Code").
Section 2. Maine MSRA Title 13-B Purposes.
This Corporation is organized for all lawful purposes consistent with MSRA Title 13-B as amended and in effect from time to time.
Section 3. Specific Objectives and Purposes.
The Corporation is organized as a public benefit corporation for the following specific objectives and purposes:
3.1 Its Mission - to perpetuate the traditions, values and uniqueness of Northern New England Independent Schools;
3.2 Its Core Values - Professional Support - the Corporation's primary objective is to provide professional support to school heads and all school leadership dedicated to the future vitality of Northern New England independent schools;
3.3 Visionary Development - the Corporation is committed to provide services to its member schools and a philosophy of proactive planning and action;
3.4 Collective Action - the Corporation will foster collaboration promoting innovative and vibrant solutions in the ever-changing world of education;
3.5 Independence - the Corporation will embrace the many different types of schools that make up its total membership. Member schools are to be accorded the opportunity to develop and implement programs aligned with their missions and the students they serve; and
3.6 notwithstanding any other provision, the Corporation shall not carry on any other activities not permitted to be carried on by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).
Nothing in the foregoing shall restrict the Corporation from engaging in any other activities consistent with MSRA Title 13-B and these Bylaws, as may be determined from time to time by the Corporation's Directors.
ARTICLE III
MEMBERSHIP
Section 1. There shall be four classes of members and the information required by 13-B MRSA § 402 is as follows:
1.1 Regular Members. Any independent school in Maine, New Hampshire or Vermont which holds membership in the New England Association of Schools and Colleges ("NEASC") or the National Association of Independent Schools ("NAIS") and is approved by a majority vote of the Regular Members present and voting at any annual or semi-annual meeting of the Corporation shall qualify for membership in the Association. Additionally, Regular Membership may also be offered to an independent secondary or elementary school which is either:
a) located outside the tri-state area; and/or
b) is not a member of NEASC or NAIS. Such offer shall be approved by a two-thirds vote of the Regular Members present and voting at any annual or semi-annual meeting of the Corporation and only after such independent school shall have held an Associate Membership or a Guest Member for a period of five or more successive years. Each Regular Member school shall select an individual or individuals to represent it at Corporation meetings and that individual shall be the voting delegate representing that Regular Member school.
1.2 Associate Members. The Regular Members may, at any annual or semi-annual meeting, upon a two-thirds (2/3) majority vote, elect any independent secondary or elementary school, firm or person whose interests are such that their regular attendance at Corporation meetings would be beneficial to all, as an Associate Member. Associate Members pay the same dues as Regular Members and enjoy all the privileges of Regular Membership except the right to vote. They may list themselves as Associate Members in any written publication. Associate Membership may be removed at any meeting without prior notice by a vote of a simple majority of those Regular Members present and voting. Any Regular Member school which loses its membership in NEASC or NAIS may request continued affiliation as an Associate Member. Such request shall be considered by the Board of Directors at its next meeting and, if approved by the Board of Directors, presented to the Regular Membership for vote at its next meeting. This provision is not a guaranty or assurance of approval.
1.3 Guest Members. The Board of Directors may issue a one year Guest Membership, renewable for no more than two successive years, to institutions, firms or persons that the Board, in its discretion, believes will add value to the Corporation and its mission. Guest Members do not pay dues, have no voting privileges and have only the right to attend meetings of the Members and receive mailings sent to Members.
1.4 Honorary Members. The Board of Directors may issue an Honorary Membership to an individual whose services to the Corporation have been unusual and whose career no longer involves attendance at Corporation meetings in any other capacity. Honorary Members do not pay dues, have no voting privileges and have only the right to attend meetings and receive mailings.
Section 2. Dues.
Dues shall be set by vote of the Regular Membership at the annual meeting, based on the recommendations of the Board of Directors, and shall be payable on or before September 1.
Section 3. Voting Rights.
Each Regular Member shall be entitled to one vote on each matter submitted to a vote of the membership. Except as otherwise provided by law, these Bylaws, or the Articles of Incorporation of the Corporation, all actions shall be decided by a majority vote of the Regular Members present at a meeting in person or by the unanimous execution of a written consent of all of the Regular Members in accordance with the terms of Section 10 below.
Section 4. Meetings of Members.
The membership shall meet semi-annually in the fall and spring at times and places specified by the Board of Directors. The spring meeting shall be designated as the annual meeting. Special meetings shall be called by the President of the Board upon request of three or more Regular Members. A majority of those Regular Members present and voting shall constitute a quorum for the conduct of regular business.
Section 5. Notice of Annual or Special Meeting.
Written notice of the time and place of each annual and special meeting of the members shall be mailed to each member at his or her last known address at least ten (10) days and not more than sixty (60) days prior to the time of such meeting. Notice of a special meeting of the members shall state the purpose(s) of such meeting.
Section 6. Waiver.
Any Regular Member may waive notice of any annual or special meeting either before or after such meeting. The attendance of a Regular Member at a meeting shall constitute a waiver of notice of such meeting, except when a Regular Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the Regular Members need be specified in the waiver or the notice of such meeting.
Section 7. Certification and Voting List.
As soon after the record date as is feasible, the Secretary of the Board shall prepare and certify a list of Regular Members of the Corporation. Regular Members so certified shall have the privilege of voting on matters submitted to them at the annual and special meetings of the membership of the Corporation. A complete and current list of the Regular Members of the Corporation shall be regularly maintained and kept on file and available for inspection by any Regular Member at the annual meeting and at the principal office of the Corporation for at least ten (10) days prior to each annual or special meeting.
Section 8. Quorum.
A majority of those Regular Members present and voting shall constitute a quorum for the conduct of regular business.
Section 9. Manner of Acting.
Unless otherwise specifically provided in these Bylaws, the act of the majority of the Regular Members of the Corporation present and voting at a meeting at which a quorum is present shall be the act of the members.
Section 10. Action without a Meeting.
Any action required or permitted to be taken by the Regular Members of the Corporation at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Regular Members entitled to vote upon such action at a meeting. Such consent may be signed in counterparts, shall be filed with the records of the Corporation, and shall have the same force and effect as a unanimous vote of the Regular Members.
Section 11. Non-liability of Members.
A member of this Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.
Section 12. Non-transferability of Membership.
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death or in the event of a Member being a business, the dissolution and liquidation of said business, or resignation as a member submitted to the Secretary of the Board in writing.
Section 13. Termination, Expulsion, or Suspension of Members.
Any Regular Member that suffers a loss of its accreditation and/or has its membership in NEASC or NAIS revoked, terminated or suspended shall be subject to the termination procedure outlined herein. No Regular Member may be expelled or suspended, and no membership or memberships in the Corporation may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. The Board of Directors shall, by resolution, establish a procedure to terminate, expel, or suspend a Regular Member. In the event that the Board of Directors does not adopt procedures, the following procedures shall apply.
13.1 Written Notice.
An intent to terminate, expel, or suspend a Regular Member shall be preceded by twenty (20) days written notice of the date when a hearing will be held to determine whether the Regular Member shall be terminated, expelled, or suspended. Such notice shall set forth the reasons behind the proposed termination, expulsion or suspension and shall be delivered via first class or certified mail sent to the last address of the Regular Member to be terminated, expelled, or suspended as shown on the Corporation's records.
13.2 Hearing.
An opportunity shall be provided for the Regular Member to be heard, orally and in writing. The Regular Member shall be entitled to have counsel present at and to participate in the hearing at its expense and to present and cross examine any witnesses.
13.3 Liability.
A Regular Member who has been terminated, expelled, or suspended may be liable to the Corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to termination, expulsion, or suspension.
13.4 Challenges.
Any proceeding challenging a termination, expulsion, or suspension, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the termination, expulsion, or suspension. 13.5 Continued Affiliation.
As set forth in Paragraph 1.2 outlined above, any Regular Member whose membership is terminated or suspended in accordance with the provisions of this Section 13 shall be entitled to request continued affiliation with the Corporation as an Associate Member.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General.
The Board of Directors (the "Board") shall consist of nine (9) individuals elected by the Regular Members present and voting at the Corporation's annual meeting. The Board membership shall be comprised of a President, a Vice President, a Treasurer, a Secretary, the Executive Director of the Corporation, the immediate Past President of the Board and an additional three individuals. The Executive Director of the Corporation shall be a member of the Board, ex officio, and shall not have voting privileges for those matters submitted to the Board for vote.
The number of Directors may be amended from time to time by the Board in a manner not inconsistent with the Corporation's Articles of Incorporation, these Bylaws, the Code and Title 13-B of the Maine Revised Statutes Annotated.
Section 2. Powers.
The Board shall designate one (1) or more standing committees, as described in greater detail in Section 5 below, by a resolution passed by a majority vote of the Board. The Board shall set the location of the principal office of the Corporation and any other office locations. The Board shall also review and vote on any conflict of interest or conflict of interest transaction.
Section 3.
Selection, Terms and Composition of Board of Directors. The Corporation's Incorporators shall select the initial Board of Directors to serve for a two (2) year term. Thereafter, a slate of seven nominees shall be selected by the Board or, if designated, a Nominating Committee, and such slate shall be presented to the Regular Members for vote at the annual meeting to be held prior to the expiration of the Board members term of office. The slate of seven nominees shall name the individual member and the Board office to which he or she is being nominated, if any. The remaining two Board positions shall be filled by the immediate Past President of the Board and the Executive Director of the Corporation.
< Each Director shall hold office for the term for which he or she was elected or, if appointed or elected to fill a vacancy by the Board in accordance with Section 8 of Article III of these Bylaws, for the balance of the term of the Director which he or she has replaced. The term of office for any Director shall be two (2) years. However, nothing herein shall be construed as to limit the reappointment of any Director to serve consecutive or added terms.
Section 4. Meetings.
The annual meeting of the Board shall be held in conjunction with the annual meeting of the Corporation's members. Regular and special meetings of the Board shall be called by the President of the Board and/or at the request of three or more member schools and shall be held at such time and place as may be set forth in the notice thereof, provided that at least five (5) days' advance notice (in writing or otherwise) of every meeting shall be given to each Director. Such notices shall be sent to the addresses shown on the records of the Corporation. Any Director may waive notice of a meeting by an instrument in writing filed with the records of the meeting or attendance at the meeting without protest.
At all meetings of the Board, a majority of the Directors entitled to vote on an issue and that are present at such meeting shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise expressly required by the Corporation's Articles of Incorporation, these Bylaws or Title 13-B of the Maine Revised Statutes Annotated. If a quorum is not present at any meeting of the Board, a majority of the Directors present may adjourn the meeting from time to time, without notice other than announcement, until a quorum shall be present or available.
Section 5. Committees.
The Board may designate standing committees as described below by a resolution(s) passed by a majority of the Board. A majority of the members of any committee, standing or temporary, shall constitute a quorum and the affirmative vote of a majority of such quorum shall be sufficient to conduct any business or pass any measure. The standing committees to be established by the Board are:
5.1 Nominating Committee. A Nominating Committee, if designated by the Board, shall meet in advance of the annual meeting of the membership for the purpose of selecting the slate of seven nominees to be presented to the Regular Members for vote at the annual meeting to be held prior to the expiration of the Board members term of office. As set forth at Section 3 above, the slate of seven nominees shall name the individual member and the Board office to which he or she is being nominated, if any. The remaining two Board positions shall be filled by the immediate Past President of the Board and the Executive Director of the Corporation
The Nominating Committee shall nominate a chair at its first meeting and the Chair shall transmit its slate of nominations to the Executive Director of the Corporation at least 60 days prior to the annual membership meeting. The Executive Director of the Corporation shall in turn notify the members of the Board and the membership of the Corporation of the slate of nominees at least thirty days prior to such annual meeting.
5.2 Ad Hoc Committee.
The President of the Board shall have the authority to appoint Ad Hoc Committees as appropriate.
Section 6. Removal.
Any Director may be removed with or without cause at a meeting of the Board duly called for such purpose by a two-thirds (2/3) majority vote of the disinterested members of the Board present.
Section 7. Resignation.
Any Director may resign at any time by giving written notice to the President of the Board or the Secretary of the Board. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be condition precedent necessary to its effectiveness.
Section 8. Vacancies.
If the office of any Director shall become vacant by reason of death, resignation, disability, retirement, disqualification, removal from office, or for other cause, the remaining members of the Board, even if less than a quorum, shall elect a successor(s) for the unexpired term of such Director.
Section 9. Compensation; Reimbursement.
No Director shall receive any compensation for his or her services in such capacity, but the Corporation may reimburse any person for his or her reasonable out-of-pocket expenses and disbursements on behalf of the Corporation.
Section 10.
Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent or consents in writing and setting forth the action so taken shall be signed by all of the members of the Board entitled to vote thereon. Such written consent or consents shall be filed with the Corporation's other permanent records. Such written consents may be signed in multiple counterparts.
Section 11.
Telephonic Meetings. A Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another. Participation in a meeting pursuant to this Section shall be equivalent to presence in person at such meeting.
ARTICLE IV
Section 1. General.
The Board of Directors of the Corporation shall have officers designations as follows: a President, a Vice President, a Secretary, and a Treasurer, each to be elected by vote of the Regular Members as outlined in Article III above. Additionally, the Corporation shall have an Executive Director who shall be an employee of the Corporation and hired by the Board of Directors or a committee designated by the Board for that purpose.
Section 2. Powers and Duties.
The officers of the Board shall have the respective powers and duties which customarily appertain to or are incidental to their respective offices as relates to Board business, including but not limited to those set forth hereinafter, and, in addition, such powers as the membership may from time to time designate and confer.
Section 3. President.
The President shall preside at all Board meetings and shall have the normal leadership responsibilities of that office.
Section 4. Vice President.
The Vice President shall preside at all Board meetings in the absence of the President and accept the responsibilities of the office in the absence of the President.
Section 5. Secretary.
The Secretary of the Board shall oversee the maintenance of the minutes and records of the Corporation.
Section 6. Treasurer.
The Treasurer of the Board shall oversee the collection of dues and fees, payment of all financial obligations, keeping of records of all monies received and paid out, and shall make a full report on financial matters at each annual and semi-annual meeting.
Section 7. Executive Director.
The Executive Director of the Corporation shall be the principal officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the day-to-day business and affairs of the Corporation. He may sign any and all deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed; and in general shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time.
Section 8. Removal.
Any officer may be removed with or without cause at a meeting of the Board duly called for such purpose by a two-thirds (2/3) majority vote of the disinterested members of the Board present
Section 9. Resignation.
Any officer may resign at any time by giving written notice to the President of the Board or the Secretary of the Board. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be condition precedent necessary to its effectiveness.
Section 10. Vacancies.
If any officer position shall become vacant by reason of death, resignation, disability, retirement, disqualification, removal from office, or for other cause, the members of the Board, even if less than a quorum, shall elect a successor(s) for the unexpired term of such officer.
Section 11. Compensation.
The compensation of the Executive Director shall be such as may from time to time be fixed by the voting members of the Board of Directors at a meeting called for such purpose; provided, however, that no officer, associate, agent or employee of the Corporation shall at any time receive or be entitled to receive any compensation or any pecuniary profit from the operations of the Corporation, except as to reasonable compensation for services actually rendered to or on behalf of the Corporation.
ARTICLE V
GENERAL PROVISIONS
Section 1. Signatories.
Subject to the duties of the offices set forth in Article IV of these Bylaws, all checks, drafts and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Corporation by the Treasurer of the Board or the Executive Director as may be appropriate.
Section 2. Fiscal Year.
The fiscal year of the Corporation shall end on the last day of June in each year unless otherwise determined by the membership.
Section 3. Indemnification.
The Corporation shall indemnify each of its officers or Directors, or former Directors or former officers, or any person who may have served at the request of the Corporation as an officer of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by law.
ARTICLE VI
CONFLICTS OF INTEREST
Section 1. Conflict of Interest Transaction.
Any possible conflict of interest or any conflict of interest transaction (as set forth in 13B MSRA § 718) on the part of any Director or officer of the Corporation shall be disclosed in writing to the Board and made a matter of record. A Conflict of Interest transaction shall be prohibited unless it is in the best interest of the Corporation and unless all of the following conditions are met:
1.1 The transaction is for goods and services purchased, or benefits provided, in the ordinary course of the business of the Corporation for the actual or reasonable value of the goods or services or for a discounted value, and the transaction is fair to the Corporation;
1.2 The transaction is approved by a two-thirds (2/3) majority of the disinterested Directors;
i. After full and fair disclosure of the material facts of the transaction to the Board and after notice and full discussion of the transaction by the Board;
ii. Without participation, voting, or presence of any Director with a material interest in the transaction, or who has had a Conflict of Interest Transaction with the Corporation in the same fiscal year, except as the Board may require to answer questions regarding the transaction; and
iii. A record of the action on the matter is made and recorded in the minutes of the Board. The minutes of the meeting shall reflect that a disclosure was made; that the interested Director or officer and all other Directors and officers with a pecuniary transaction with the Corporation during the fiscal year were absent during both the discussion and the voting on the transaction; and the actual vote itself.
1.3 The Corporation will maintain a list disclosing each and every Conflict of Interest Transaction, including the names of those to whom the benefit accrued, and the amount of the benefit, and will keep such list available for inspection by the Board and contributors to the Corporation;
1.4 If the transaction, or the aggregate of transactions with the same director or officer within one calendar year, is in the amount of $5,000.00 or more, the Corporation may request the Maine Attorney General's office to review and approve the transaction.
1.5 The Corporation shall not lend money or property to its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be jointly and severally liable to the Corporation for the amount of such loan until it is repaid.
1.6 The Corporation shall not sell, lease for a term of greater than five years, purchase, or convey any real estate or interest in real estate to or from any Director or officer without the prior approval of a Superior Court of appropriate jurisdiction or the Attorney General's office and after a finding that the sale or a lease is fair to the Corporation. However, this paragraph shall not apply to a bona fide gift of an interest in real estate to the Corporation by a Director or officer of the Corporation.
1.7 A Conflict of Interest Transaction undertaken in violation of these provisions is voidable by the Corporation.
Section 2. Notice and Agreement.
Every new Director and officer shall be advised of this conflicts provision upon assuming the duties of his or her office, and shall sign a statement acknowledging his or her understanding of and agreement to this conflicts provision.
ARTICLE VII
DISSOLUTION
Upon the dissolution of the Corporation, the assets of the Corporation, after payment of all liabilities of the Corporation, distribute all assets of the Corporation to or for the benefit of such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at any time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code. Any of such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the Corporation is then located exclusively for such purpose or to such organization or organizations as said court shall determine which are organized and operated for such purposes.
ARTICLE VIII
NON DISCRIMINATION
The Corporation shall not discriminate against any person in any manner of the basis of sex, age, religion, handicap, sexual orientation, race or ethnic origin.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed at any meeting of the Board by a majority vote of the Board; provided, however, that written notice of the proposed change shall be specified in the notice of the meeting, and provided further that no such action shall be taken, or if taken, shall be a valid act of the Corporation, if that action would in any way adversely affect the Corporation's qualification under Section 501(c)(3) of the Code.
ARTICLE X
DEFINITIONS
References to the "Internal Revenue Code" or "Code" or to provisions thereof are to the Internal Revenue Code of 1986, as amended at the time in question. References to the "Treasury Regulations," "Regulations" and "Regs." are to the Treasury Regulations under the Code. If, by the time in question, a particular provision of the Code has been renumbered, or the Code has been superseded by a subsequent federal tax law, the reference shall be deemed to be to the renumbered provision or the corresponding provision of subsequent law, unless to do so would clearly be contrary to the purpose of the Corporation as express in these Articles, and a similar rule shall apply to references to the Regulations.
Adopted: April 3, 2007
