NYSASCD BYLAWSARTICLE I: OFFICE AND REGISTERED AGENTSection 1: Principal Office
The principal office of the New York State Association for Supervision and Curriculum Development shall be in the State of New York.Section 2: Registered Office and AgentThe Corporation shall have and continuously maintain a registered office and a registered agent in the State of New York, as required by the State of New York Nonprofit Corporation Act. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the state.
ARTICLE II: NAME AND AFFILIATION
The name of this organization shall be the New York State Association for Supervision and Curriculum Development.(NYSASCD) The New York State Association for Supervision and Curriculum Development is an affiliate of ASCD.
ARTICLE III: PURPOSE
The New York State Association for Supervision and Curriculum Development has the mission of assisting educators in the development of quality instructional programs and supervisory practices. Its purposes shall be
· To improve educational programs and supervisory practices at all levels and in all curricular fields throughout New York State
· To help schools achieve balanced programs so that equal and quality educational opportunities are assured for all students
· To identify and disseminate successful practices in instruction, curriculum development and supervision
· To have a strong voice in the educational affairs of the State by working closely with the State Education Department and other educational groups across the state and nation
ARTICLE IV: MEMBERSHIP
Section 1. Classes and QualificationsThe Board of Directors shall determine and set forth in separate documents the qualifications, dues, terms and other conditions of each class of member.
Classes of membership are stipulated in Article III of the Constitution of the New York State Association for Supervision and Curriculum Development
Section 2. Voting Rights
Stipulated in Article III of the Constitution of the New York State Association for Supervision and Curriculum Development
Section 3. Membership Meetings
There shall be an annual meeting of the members upon such date, time and place as the Board shall determine. During the annual meeting, voting members shall have the right to vote on the following matters: election of the Board of Directors and officers, and the approval of any amendments to the bylaws that may be proposed by the Board (To Be changed at the annual meeting-January 2010)
Section 4. Voting
Each voting member in good standing attending a meeting called by the Board for the purposes stipulated in Section 3 shall have one vote. A majority of the votes cast at a meeting called by the Board for the purposes stipulated in Section 3 shall constitute the action of the members.
Section 5. Removal.
Any member may be removed from membership for failure to pay dues for more than a period of ninety days beyond their renewal date.
ARTICLE V: THE EXECUTIVE BOARD
Section 1: Powers
There shall be a Board of Directors of the Association which shall supervise and control the business, property, and affairs of the Association except as otherwise expressly provided by law, in the Articles of Incorporation of the association or these Bylaws.
Section 2. Number .
The number of members of the Board of Directors is stipulated in Article V of the Constitution of the New York State Association for Supervision and Curriculum Development.
Section 3. Qualifications.
In a growing, dynamic organization such as NYSASCD, it is of utmost importance to select officers who possess those qualification needed to guide and develop the Association in terms of providing the greatest value and satisfaction to the membership. Although each elective office carries rather unique responsibilities and duties, it is necessary that each officer possess the general characteristics of dedication and leadership needed to keep the Association moving toward its objectives. With this in mind, all officers should meet the following qualifications
· Members of the Board should be recognized leaders in the field of education in their own geographic area and in their own field of specialization
· Each member of the Board should have demonstrated a long interest in NYSASCD by service to the organization
· Since much of the work of the members of the Board involves policy decisions and the implementation of these policies, officers must have demonstrated the ability to approach work of the Association in a thoughtful and mature manner
. Since members of the Board are elected by the membership at large, officers should be well known and respected by the membership and insofar as possible should be representative of the various geographical areas of the State and the diverse interests of the membership
· Since officers are frequently called upon to represent the Association throughout the State and the Nation, each officer should possess the ability to speak easily and convincingly, to meet people easily, and to possess the poise and appearance that will create the desired image of a professional organization
· Perhaps, most importantly of all, each officer must be willing to expend many hours of labor for the Association without the thought of compensation or personal gain
· NYSASCD Board members are expected to attend all regular and special meetings of the Executive Board
· NYSASCD Executive Board members who are designated as guaranteed or proportional representatives to the ASCD Leadership Council are expected to attend the annual ASCD meeting
Section 4. Composition of the Executive Board.
As per Article V of the Constitution of the New York State Association for Supervision and Curriculum Development
Section 5. Election
Term of Office and Duties of Officers As per Article IV of the Constitution of the New York State Association for Supervision and Curriculum Development
Section 6. Resignation
Any director may resign at any time by giving written notice to the President of the Association. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the President of the Association
Section 7. Removal
Any director may be removed from such office , with or without cause, by a majority vote of the voting members present at any regular or special meeting of the members called expressly for that purpose
Section 8. Vacancies
Vacancies shall be filled by a majority vote of the remaining members of the Board of Directors
Section 9. Regular Meetings
A regular annual meeting of the Executive Board of the Association shall be held each year, at such time, day, and place as shall be designated by the Executive BoardSection 10. Special Meetings.Special meetings of the Executive Board may be called at the Direction of the President or by a majority of the voting directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting
Section 11. Notice
Notice of the time, day, and place of any meeting of the Executive Board shall be given at least thirty(30) days previous to the meeting
Section 12. Quorum
A majority of the directors, then in office, shall constitute a quorum for the transaction of business at any meeting of the Executive Board.
Section 13. Manner of Acting
Except as otherwise expressly required by law, the Articles of Incorporation, the Constitution, or these bylaws,the affirmative vote of a majority of the Executive Board members present at any meeting at which a quorum is present shall be the act of the Executive Board. Each member of the Executive Board shall have one vote. Voting by proxy shall not be permitted
Section 14. Unanimous Written Consent in Lieu of Meeting
The Executive Board may take action without a meeting if written consent to the action is signed by the members of the Executive Board
Section 15. Electronic Meetings
Any one or more members of the Executive Board may participate in a meeting of the Executive Board by means of a conference telephone or similar electronic com-munications device, which allows all persons participating in the meeting to hear each other.
Participation by telephone or other electronic device shall be equivalent to presence at the meeting for purposes of determining if a quorum is present
ARTICLE VI: THE EXECUTIVE DIRECTOR
Section 1. Appointment
As per Article V , Section 2 of the Constitution of the New York State Association for Supervision and Curriculum Development
Section 2. Terms
1. The Executive Director shall serve a three year contract
2. The Executive Director shall serve with salary and shall be reimbursed for all expenses incurred in the execution of Executive Director’s duties including travel and attendance at conferences authorized by the Executive Board
3. The performance of the position will be evaluated annually by the Executive Board
4. Renewal of the Executive Director’s contract shall be completed at the Winter Executive Board Meeting
ARTICLE VII: THE EXECUTIVE COMMITTEE
Section 1. Composition and Authority
As per Article VII of the Constitution of the New York State Association for Supervision and Curriculum Development.
ARTICLE VIII: STANDING COMMITTEESAs per Article VIII of the Constitution of the New York State Association for Supervision and Curriculum Development.ARTICLE IX: FISCAL YEAR
The fiscal year of the Association shall commence on July 1st of the calendar year and conclude on the 30th of June of the successive calendar year
ARTICLE X: INDEMNIFICATION
Unless otherwise prohibited by law, the Association may indemnify any director or officer or any former director or officer, and by resolution of the Board indemnify any employee against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the association for damages arising out of his or her own gross negligence in the performance of a duty to the Association.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to counsel fees and other fees, costs and disbursements, and judgments, fines and penalties against , and amounts paid in settlement by, such director, officer, or employee. The Association may advance expenses or, where appropriate , may itself undertake the defense of any director, officer, or employee. However, such director, officer or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this article.
The Executive Board may also authorize the purchase of insurances on behalf of any director, officer, employee, or other agents against any labiality incurred by him which arises out of such person"s status as director, officer employee or agent , whether or not the Association would have the power to indemnify the person against the liability under law.
ARTICLE XI: AMENDMENTS TO BYLAWS
These bylaws may be amended or new bylaws adopted according to Article XI of the Constitution of the New York State Association for Supervision and Curriculum Development.