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Bylaws: As amended of June 25, 2005

Bylaws






Article I

Name

The name of this corporation is Mississippi Association of School Superintendents (hereinafter “Association”). It is a Mississippi non-profit corporation.

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Article II

Purposes

The corporate purposes and powers are set out in the Articles of Incorporation. 

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Article III

Offices

Section1. Principal Office. The principal office of the Association shall be at 222 North President Street, Suite 101, Jackson, Mississippi 39201 or such other place as the directors from time to time may select.

Section 2. Additional Offices. In addition to the principal office, the Association may have such other offices as may be helpful or convenient to the Association’s operations.

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Article IV

Membership

Section 1. General. The members of the Association shall consist of school districts represented by individuals who are actively engaged in and who hold the position of superintendent of schools in this state and who have retired from such service as superintendents may have the privilege of becoming honorary members of the Association upon the recommendation of the officers upon payment of such dues and under such terms as the Board of Directors may require. The State Superintendent of Education shall be an ex-officio not voting member of the Association.

Section 2. Application. Applications for membership shall be submitted to the Secretary of the Mississippi Association of School Superintendents. The Executive Committee shall act as a credentials committee relative to applications inconsistent with the definitions as set forth in this article, and shall recommend acceptance or rejection of any such applicant.

Section 3. Terms of Membership. Each representative shall remain a member of the Association until such time as he or she resigns, or until such time as he or she fails to meet the conditions of membership or shall be otherwise removed from membership as provided herein.

Section 4. Termination. A membership may be terminated upon the failure of any member to pay annual dues, if any, properly assessed upon the members of the Association. In addition, termination may occur upon a 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 membership.

Section 5. Voting Rights. Each member may cast one vote in the election of officers, directors and in all other matters properly brought before the membership.

Section 6. Annual Meetings. There shall be at least two meetings of the Association each year. The annual business meeting shall be held in the summer where officers and directors shall be elected pursuant to the by-laws.

Section 7. Special Meetings. Special meetings of members may be called by the President or by a majority of the members of the Board of Directors for any purpose.

Section 8. Quorum. The presence of 50 members of the Association shall constitute a quorum at meetings of the members.

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Article V

Committees

Section 1. General. The standing committees of the Association shall be as follows:
               •Resolution Committee
               •Nominating Committee
               •Legislative Committee

Other committees may be appointed as deemed necessary by the President, subject to approval of the Board of Directors.

Section 2. Duties. The Board of Directors shall authorize the appointment of the committees by the President and determine the duties of such committees.

The Resolutions Committee and the Nominating Committee shall make their reports at the next annual summer meeting succeeding their appointment.

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Article VI

The Board of Directors

Section 1. General Powers. There shall be a Board of Directors, which shall include the President, the President-Elect, the Past President, the Secretary, the Treasurer, two directors who shall be elected from each to the five Congressional districts as set forth in these by-laws, and five at-large directors elected without regard to Congressional districts. All board members shall be elected for two-year staggered terms as determined by the Nominating Committee.

The five districts shall correspond to the five Mississippi congressional districts in effect in 1990, as reflected in Exhibit A.

The business and affairs of the Association shall be managed by the Board of Directors.

Section 2. Election. All of the members of the Board of Directors shall be elected by the membership at large at the summer meeting of the Association. All superintendents, in good standing with dues paid, who hold membership in the Association, shall be qualified to vote for the directors of the Association and shall be eligible to hold office.

Section 3. Duties. All members of the Board of Directors shall be responsible for attendance at all sessions of the Board to transact the business of the Association as prescribed by the Articles of Incorporation and as directed by the President.

The Board of Directors shall assist the President in arranging the programs of all meetings of the Association. It shall be responsible for setting the time and place of all meetings of the membership of the Association. It shall select the treasurer for an indefinite term, and it shall authorize the expenditure of corporate funds in keeping with the policies as prescribed by the board consistent with the Articles of Incorporation.

Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held after each annual meeting of the members thereof. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice of the resolution.

Section 5. Special Meetings. Special meetings of the Board of Directors may be held at the call of the President or any five directors. The person or persons authorized to call the special meeting may fix the place for holding any special meeting of the Board of Directors called by them.

Section 6. Quorum. The presence of a majority of the directors elected and serving shall constitute a quorum for the transaction of business at any regular or special meeting.

Section 7. Informal Action by the Board. Any action required to taken at a meeting of the board or any other action which may be taken at the meeting of the board may be taken with like effect without a meeting if a consent in writing setting forth the action so taken shall be signed by a representative of each board member.

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Article VII

.Officers

Section 1. General. The officers of the Association shall be a President, a President-Elect, a Secretary, and a Treasurer.

All officers of the Association shall be active members of the Association.

Section 2. Term. The President shall hold office for a period of one year. The President-Elect shall hold office for a period of one year, and shall become President after having served as President-Elect. The secretary shall hold office for a period of one year.

The Treasurer shall be elected by the Board of Directors and shall serve at its pleasure.

Section 3. Election. The President, President-Elect and Secretary shall be elected by the membership at large at the summer meeting of the Association. All superintendents, in good standing with dues paid, who hold memberships in the Association shall be qualified to vote for the officers of the Association and shall be eligible to hold office.

There shall be elected from the Association an active superintendent to serve a three-year term as a member of the Board of Directors of the Mississippi Association of School Administrators. This election shall be conducted at the summer meeting of the Association. This representative shall not serve for more than one consecutive term of office.

Section 4. Nominations. The President of the Association shall appoint a Nominating Committee each year, at least one month prior to the summer meeting, for the purpose of nominating persons for the office of President-Elect (who will succeed to the Presidency of the Association for the ensuing year), Secretary and for any vacancies on the Board of Directors. In addition to those persons nominated by the Nominating Committee, nominations may be made by any member from the floor.

The Nominating Committee will nominate at least one person from each of the districts, on alternate years, to serve as district director on the Board of Directors. Nominations for the office of district director on the Board of Directors may be made from the floor.

The Nominating Committee will nominate at least one person for each of the at-large board of director positions which will be vacant for the succeeding year. Nominations for the at-large board of director positions may be made from the floor.

Section 5. Method of Voting. Voting for officers and members of the Board of Directors shall be by show of hands. A secret ballot may be used if a majority of the membership present so desire.

Section 6. Announcement of Results of Balloting. The results of the balloting for President-Elect of the Association and for members of the Board of Directors and the board member of the Mississippi Association of School Administrators shall be announced at the last general session of the Association at the summer meeting.

Section 7. Duties.

President: It shall be the duty of the President to preside or arrange for a presiding officer at all meetings of the Association of the Board of Directors. He shall, with the help of the Board of Directors, be responsible for the preparation of programs for the meetings of the Association. He shall be chairman and a voting member of the Board of Directors, and shall call meetings of the board whenever he deems it necessary, or whenever he is required to do so by any five members of the board. He shall also perform all other duties ordinarily commensurate with his office.

President-Elect: The President-Elect shall preside in the absence of the President at all meetings of the Association and Board of Directors. In the event a vacancy occurs in the office of President, the President-Elect shall at once succeed to the office of President and shall serve for the remainder of the term. In case a vacancy occurs in the office of the President-Elect, the Board of Directors shall elect a successor President-Elect.

Secretary: The Secretary shall keep a complete and accurate record of the proceedings of all meetings of the Association and all meetings of the Board of Directors. He shall conduct all business of the Association as provided by the Articles of Incorporation and the bylaws; and in all matters not definitely prescribed in the articles he shall be under the direction of the Board of Directors.

Treasurer: The Treasurer shall be the custodian of all funds of the Association and shall prepare a financial report each year to be presented to the membership at the annual summer meeting. He shall present a financial report to the Board of Directors at each meeting of the Board and have his records present at all meetings of the Association and board.

Section 8. Incomplete Terms. In the event any officer of the Association, with the exception for the President, is unable to compete his/her term, a replacement will be selected by the Board of Directors from the membership of the Board of Directors to fill the unexpired term.

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Article VIII

Finances

Section 1. Contracts. The President or President-Elect is authorized, with prior approval of the Board, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Association and to institute, join in, or become a party to any suit at law or in equity in which the Association may have an interest. The Secretary of the Association may attest the signatures of such offices and affix the corporate seal, if any, to any such instrument; however, the presence of such attesting signature or corporate seal shall not be required for the validity of such instrument unless required by law. Other officers, agents, or employees may be empowered by the Board of Directors to execute such contracts or instruments as the Board directs.

Section 2. Loans. No loan shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific incidents.

Section 3. Banking Transactions. All check, drafts, or other orders for the payment of money issued in the name of the Association shall be signed by the treasurer or such other officer, agent or employee of the Association and in such manner as shall be, from time to time, determined by the Board of Directors.

Section 4. Deposits. All funds of the Association otherwise encumbered shall, from time to time, be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5. Fiscal Year. The fiscal year of the Association shall commence on January 1 of each year and end on the 31st day of December in each year.

Section 6. No Private Benefit. No part of the receipts or assets of the Association shall ever inure to the benefit of any individual or private organization except for such organization which qualifies for income tax exemption under Section 501 © of the Internal Revenue Code of 1986.

Section 7. Corporate Seal. The Board of Directors may provide a suitable corporate seal for use by the Association, but no seal shall be necessary for the validity of any transaction except as may be required by law.

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Article IX

Indemnification

Section 1. Right of Indemnification. Every person who is or was a director, trustee or officer or, employee or agent of the Association may be indemnified to the full extent permitted by law, for any liability or expense that may be incurred by such person in connection with or resulting from such person being or having been a director, trustee or officer of the Association, employee or agent, or by reason of any action taken or not taken in such person’s capacity as a director, trustee or officer, employee or agent or as a member of any committee appointed to act for, in the interest of, or on behalf of the Association.

Section 2. Rights of Indemnification Cumulative. The rights of indemnification provided herein shall be in addition to any rights to which any director, trustee or officer may otherwise be in addition to the power o f the association to purchase and maintain insurance on behalf of any director, trustee, officer employee or agent of the Association against any liability asserted against such person incurred by such person in the capacity, or arising out of such person’s status as such, regardless of whether the Association would have the power to indemnify such person against liability under this Article or otherwise.

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Article X

Selection of Executive Director

Section 1. Authority to Hire. The Board of Directors will be authorized to hire an Executive Director using the following procedures:


Section 2. Selection Process. Membership will be notified of an opening.
              a. There will be a time line of accepting applications.
              b. Qualifications/job description will be in the notification.


Section 3. Application /Interview/Recommendation. The Executive Committee or their designee will screen the applications, interview and make a recommendation to the board of directors.

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Article XI

Amendments

These bylaws may be amended or new bylaws may be adopted by a two-thirds majority of the votes of the members present at any annual meeting of the Association or at a special meeting of the membership, provided that not less than ten (10) days prior written notice of the proposal is provided to the membership by the Secretary.

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