NFNSSAA Articles of Incorporation and By-Laws (Reaffirmed 2020)
Article I: Name and Registered Offices
Article II: Members, Meetings, and Property Rights
Article III: Board of Directors
Article IV: Officers
Article V: Miscellaneous
Article VI: Amendments to Articles of Incorporation, By-Laws, and Termination of Federation
Article I: Name and Registered Offices
Article II: Members, Meetings, and Property Rights
Article III: Board of Directors
Article IV: Officers
Article V: Miscellaneous
Article VI: Amendments to Articles of Incorporation, By-Laws, and Termination of Federation
Article I: Name and Registered Offices
Section 1.01. Name - The Corporation has been incorporated as the National Federation of Nonpublic School State Accrediting Associations, and shall be sometimes referred to as the National Federation.
Section 1.02. Registered Office - The registered office of the National Federation shall be that as set forth in the Articles of Incorporation, or in the most recent amendment of the Articles of Incorporation, or in the statement by the Board of Directors filed with the Secretary of State of Minnesota.
Section 1.03. Other Offices - The Corporation may have other offices, within or outside the State of Minnesota, as approved by the Board of Directors.
Article II: Members, Meeting, and Property Rights
Section 2.01. Members and Meetings - The Articles of Incorporation of the National Federation provide that any state nonpublic school accrediting association (hereinafter sometimes referred to as State Chapter) [1] which is organized and operated for charitable and educational purposes within the provisions and guidelines of section 107(c)(2) and section 501(c)(3) of the Internal Revenue Code of 1954, and [2]which is approved and admitted as a member by the Board of Directors of the corporation shall become a member of the corporation. To approve and admit a member to the National Federation, the Board of Director shall consider the following as guideline
Section 2.02. Property Rights - No members shall have any right, title or interest in or to any property of the National Federation.
Article III: Board of Directors
Section 3.01. Terms of Service - The number of Directors shall be equal to the number of State Chapters. Each State Chapter shall determine the length of time their board member shall serve.
Section 3.02. Powers and Duties - The properties, affairs, and business of the National Federation shall be managed by the Board of Directors. The powers and duties of the Board of Directors shall include but are not limited to the following:
Section 3.03. Executive Committee - The Executive Committee shall be four (4) in number and shall be made up of the Officers of the Board of Directors: President, Vice-President, Secretary, and Treasurer. The Executive Committee shall have all of the powers and authority of the Board of Directors in the management of property, business and affairs in intervals between meetings, subject to the direction and control of the Board of Directors.
Section 3.04. Vacancies - A vacancy on the Board of Directors because of death, resignation, removal or any other cause shall be filled for the un-expired portion of the term by the State Chapter missing representation on the Board.
Section 3.05. Meetings - Annual and special meetings of the Board of Directors shall be held as designated by the Board of Directors. There shall be at least one meeting each year designated as the annual meeting. The Board of Directors shall give thirty (30) days written notice of an annual meeting and ten (10) days written notice of a special meeting as provided in Section 3.06. The annual meeting of the Board of Directors shall be held for the purpose of electing officers, confirming membership of State Chapters, establishing, reviewing, and approving policy guidelines, admitting State Chapters, and transacting other stated business. Special meetings of the Board of Directors shall be called by the President or any other member of the Board if requested in writing by sixty percent (60%) of the members of the Board of Directors.
Section 3.06. Notice - Annual and special meetings shall be communicated to each State Director, at least thirty (30) days before an annual meeting and at least ten (10) days before special meeting. Notices shall state the time, place, and purpose of the meetings.
Section 3.07. Quorum - In order to constitute a quorum for official business of the corporation, it shall be necessary to have a majority of the Board of Directors present and voting. The order or procedure at the meetings shall be informal, but in the event of conflict the procedures in Robert’s Rules of Order, Newly Revised shall be followed.
Article IV: Officers
Section 4.01. Officers - The officers of the corporation shall consist of a President, Vice-President, Secretary and Treasurer. The Board of Directors may also appoint other officers and agents, including an Executive Director.
Section 4.02. President - The President shall be the chief executive officer of the corporation and shall have general management of the business; shall preside at all meetings of the Board of Directors and all meetings of the Executive Committee; shall see that all orders and resolutions of the Board of Directors are carried into effect; may execute and deliver (except as delegated otherwise by the Board of Directors) any deeds, mortgages, bonds, contracts, or other documents pertaining to the business of the corporation; and shall perform all duties usually associated with the office of the President.
Section 4.03. Vice-President - The Vice-President shall perform the duties of the President in the event of the President’s absence. The Vice-President shall perform other duties prescribed by the Board of Directors or the President; and in general, shall perform all duties usually associated with to the office of Vice-President.
Section 4.04. Secretary - The secretary shall report proceedings of all meetings of the Board of Directors and of all meetings of the Executive Committee; shall keep a register of the names and addresses of all State Chapter members; shall work with the President to develop and distribute the agenda for the annual meeting; shall keep on file a complete copy of the Articles of Incorporation, By-laws, amendments, revisions, and policy guidelines established by the Board of Directors; shall give proper notice of meetings of the Board of Directors and the Executive Committee; shall perform other duties as prescribed by the Board of Directors or the President; and in general, shall perform all duties usually associated with the office of Secretary.
Section 4.05. Treasurer - The Treasurer shall keep accurate accounts of all monies of the corporation received or disbursed; shall deposit all monies, drafts, and checks in the name of the corporation in such banks and depositories as designated by the Board of Directors; shall have power to endorse for deposit all notes, checks and drafts received by the corporation; shall disburse funds as ordered by the Board of Directors; shall render to the President and the Directors an accounting of all transactions; shall perform other duties as prescribed by the Board of Directors or the President; and, in general, shall perform all duties usually associated with the office of Treasurer.
Section 4.06. Terms of Office - Officers shall be elected for one term. A term is defined as three years. Officers may serve unlimited consecutive terms.
Article V: Miscellaneous
Section 5.01 Compensations - The Board of Directors and the Executive Committee will receive no compensation for services to NFNSSAA. Reasonable expenses of officers or directors incurred in the performance of their duties to the National Federation may be reimbursed.
Section 5.02. Books and Records - The Board of Directors of the corporation shall maintain an electronic archive of all records and proceedings of the Board of Directors and the Executive Committee. The State Chapter representative to the Board of Directors shall be designated as the State Chapter’s agent for inspection of all NFNSSAA documentation.
Section 5.03. Fiscal Year - The fiscal year of the corporation shall begin on the first day of July and end on the last day of June.
Section 5.04. Funds and Banking - Monies belonging to the National Federation in banks, trust companies, and other depositories as designated by the Board of Directors, shall be kept in general accounts by the Treasurer and may be disbursed by the Board of Directors for any approved purpose of the National Federation. All checks, drafts, orders for payment, note bonds, or other evidence of indebtedness shall be signed by the Treasurer or by such officers, agents, or employees of the corporation as designated by the Board of Directors.
Section 5.05. Dissolution - At such time as the NFNSSAA shall be dissolved by action of its Board or otherwise, the assets of the corporation shall first be used to pay any outstanding liabilities and any remaining assets shall then be evenly distributed among the State Chapters.
Section 5.06. Indemnification - Every person who was or is a party of, or is threatened to be made a part to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is, or was a member of the NFNSSAA Board of Directors, shall be indemnified and held harmless to the fullest extent legally permissible under and pursuant to any procedure specified in the Minnesota Nonprofit Corporation Act of the State of Minnesota, as amended, against all expenses, liabilities, and losses (including attorney’s fees, judgments, fine, and amounts paid or to be paid in settlement) reasonable incurred or suffered by him or her in connection therewith. Such right of indemnification shall not be exclusive or any other right with such director or officer may have or hereafter acquire. The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was an officer of the corporation.
Article VI: Amendments to Articles of Incorporation, By-Laws, and Termination
The Board of Directors may recommend revisions to the Articles of Incorporation, the By-Laws, and termination of the corporation. To be adopted, any revision shall be submitted to and ratified by two-thirds (2/3) of the member State Chapters. Revisions may be made to include or omit any provision which could lawfully be included or omitted provided such revisions continue to allow the corporation to qualify as a tax exempt organization under Section 501(c) (3) of the Internal Revenue Code of 1954.
Section 1.01. Name - The Corporation has been incorporated as the National Federation of Nonpublic School State Accrediting Associations, and shall be sometimes referred to as the National Federation.
Section 1.02. Registered Office - The registered office of the National Federation shall be that as set forth in the Articles of Incorporation, or in the most recent amendment of the Articles of Incorporation, or in the statement by the Board of Directors filed with the Secretary of State of Minnesota.
Section 1.03. Other Offices - The Corporation may have other offices, within or outside the State of Minnesota, as approved by the Board of Directors.
Article II: Members, Meeting, and Property Rights
Section 2.01. Members and Meetings - The Articles of Incorporation of the National Federation provide that any state nonpublic school accrediting association (hereinafter sometimes referred to as State Chapter) [1] which is organized and operated for charitable and educational purposes within the provisions and guidelines of section 107(c)(2) and section 501(c)(3) of the Internal Revenue Code of 1954, and [2]which is approved and admitted as a member by the Board of Directors of the corporation shall become a member of the corporation. To approve and admit a member to the National Federation, the Board of Director shall consider the following as guideline
- Articles of Incorporation must be filed and approved by the respective state.
- The Articles of Incorporation and By-Laws must be written in such a manner that a State Chapter will qualify as a tax exempt organization under Section 501(c) (3) of the Internal Revenue Code of 1954.
- A regulatory board must be established to conduct the affairs of the state association.
- A periodic self-study, team visitation, and an annual review process must be established by the State Chapter.
- Procedures and criteria must be established by each State Chapter to grant new school membership.
- Each State Chapter shall select or appoint a representative who shall become a voting member of the National Federation Board of Directors. The State Chapter representative shall be the official spokesperson for the State Chapter. The board may appoint at-large members. At-large members are non-voting members.
Section 2.02. Property Rights - No members shall have any right, title or interest in or to any property of the National Federation.
Article III: Board of Directors
Section 3.01. Terms of Service - The number of Directors shall be equal to the number of State Chapters. Each State Chapter shall determine the length of time their board member shall serve.
Section 3.02. Powers and Duties - The properties, affairs, and business of the National Federation shall be managed by the Board of Directors. The powers and duties of the Board of Directors shall include but are not limited to the following:
- transacting business as necessary to carry out the objectives and purposes of the National Federation as set forth in the Articles of Incorporation, the By-Laws, and the laws of the State of Minnesota;
- controlling and managing all property and funds of the National Federation;
- establishing policy guidelines for the approval and admittance of State Chapters;
- monitoring State Chapters annually to determine whether they meet the qualifications for membership, and take appropriate action to ensure that they comply with policy guidelines and/or terminate membership;
- developing and requiring annual reports from State Chapters;
- establishing a primary business office for the National Federation; and
assessing State Chapter dues.
Section 3.03. Executive Committee - The Executive Committee shall be four (4) in number and shall be made up of the Officers of the Board of Directors: President, Vice-President, Secretary, and Treasurer. The Executive Committee shall have all of the powers and authority of the Board of Directors in the management of property, business and affairs in intervals between meetings, subject to the direction and control of the Board of Directors.
Section 3.04. Vacancies - A vacancy on the Board of Directors because of death, resignation, removal or any other cause shall be filled for the un-expired portion of the term by the State Chapter missing representation on the Board.
Section 3.05. Meetings - Annual and special meetings of the Board of Directors shall be held as designated by the Board of Directors. There shall be at least one meeting each year designated as the annual meeting. The Board of Directors shall give thirty (30) days written notice of an annual meeting and ten (10) days written notice of a special meeting as provided in Section 3.06. The annual meeting of the Board of Directors shall be held for the purpose of electing officers, confirming membership of State Chapters, establishing, reviewing, and approving policy guidelines, admitting State Chapters, and transacting other stated business. Special meetings of the Board of Directors shall be called by the President or any other member of the Board if requested in writing by sixty percent (60%) of the members of the Board of Directors.
Section 3.06. Notice - Annual and special meetings shall be communicated to each State Director, at least thirty (30) days before an annual meeting and at least ten (10) days before special meeting. Notices shall state the time, place, and purpose of the meetings.
Section 3.07. Quorum - In order to constitute a quorum for official business of the corporation, it shall be necessary to have a majority of the Board of Directors present and voting. The order or procedure at the meetings shall be informal, but in the event of conflict the procedures in Robert’s Rules of Order, Newly Revised shall be followed.
Article IV: Officers
Section 4.01. Officers - The officers of the corporation shall consist of a President, Vice-President, Secretary and Treasurer. The Board of Directors may also appoint other officers and agents, including an Executive Director.
Section 4.02. President - The President shall be the chief executive officer of the corporation and shall have general management of the business; shall preside at all meetings of the Board of Directors and all meetings of the Executive Committee; shall see that all orders and resolutions of the Board of Directors are carried into effect; may execute and deliver (except as delegated otherwise by the Board of Directors) any deeds, mortgages, bonds, contracts, or other documents pertaining to the business of the corporation; and shall perform all duties usually associated with the office of the President.
Section 4.03. Vice-President - The Vice-President shall perform the duties of the President in the event of the President’s absence. The Vice-President shall perform other duties prescribed by the Board of Directors or the President; and in general, shall perform all duties usually associated with to the office of Vice-President.
Section 4.04. Secretary - The secretary shall report proceedings of all meetings of the Board of Directors and of all meetings of the Executive Committee; shall keep a register of the names and addresses of all State Chapter members; shall work with the President to develop and distribute the agenda for the annual meeting; shall keep on file a complete copy of the Articles of Incorporation, By-laws, amendments, revisions, and policy guidelines established by the Board of Directors; shall give proper notice of meetings of the Board of Directors and the Executive Committee; shall perform other duties as prescribed by the Board of Directors or the President; and in general, shall perform all duties usually associated with the office of Secretary.
Section 4.05. Treasurer - The Treasurer shall keep accurate accounts of all monies of the corporation received or disbursed; shall deposit all monies, drafts, and checks in the name of the corporation in such banks and depositories as designated by the Board of Directors; shall have power to endorse for deposit all notes, checks and drafts received by the corporation; shall disburse funds as ordered by the Board of Directors; shall render to the President and the Directors an accounting of all transactions; shall perform other duties as prescribed by the Board of Directors or the President; and, in general, shall perform all duties usually associated with the office of Treasurer.
Section 4.06. Terms of Office - Officers shall be elected for one term. A term is defined as three years. Officers may serve unlimited consecutive terms.
Article V: Miscellaneous
Section 5.01 Compensations - The Board of Directors and the Executive Committee will receive no compensation for services to NFNSSAA. Reasonable expenses of officers or directors incurred in the performance of their duties to the National Federation may be reimbursed.
Section 5.02. Books and Records - The Board of Directors of the corporation shall maintain an electronic archive of all records and proceedings of the Board of Directors and the Executive Committee. The State Chapter representative to the Board of Directors shall be designated as the State Chapter’s agent for inspection of all NFNSSAA documentation.
Section 5.03. Fiscal Year - The fiscal year of the corporation shall begin on the first day of July and end on the last day of June.
Section 5.04. Funds and Banking - Monies belonging to the National Federation in banks, trust companies, and other depositories as designated by the Board of Directors, shall be kept in general accounts by the Treasurer and may be disbursed by the Board of Directors for any approved purpose of the National Federation. All checks, drafts, orders for payment, note bonds, or other evidence of indebtedness shall be signed by the Treasurer or by such officers, agents, or employees of the corporation as designated by the Board of Directors.
Section 5.05. Dissolution - At such time as the NFNSSAA shall be dissolved by action of its Board or otherwise, the assets of the corporation shall first be used to pay any outstanding liabilities and any remaining assets shall then be evenly distributed among the State Chapters.
Section 5.06. Indemnification - Every person who was or is a party of, or is threatened to be made a part to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is, or was a member of the NFNSSAA Board of Directors, shall be indemnified and held harmless to the fullest extent legally permissible under and pursuant to any procedure specified in the Minnesota Nonprofit Corporation Act of the State of Minnesota, as amended, against all expenses, liabilities, and losses (including attorney’s fees, judgments, fine, and amounts paid or to be paid in settlement) reasonable incurred or suffered by him or her in connection therewith. Such right of indemnification shall not be exclusive or any other right with such director or officer may have or hereafter acquire. The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was an officer of the corporation.
Article VI: Amendments to Articles of Incorporation, By-Laws, and Termination
The Board of Directors may recommend revisions to the Articles of Incorporation, the By-Laws, and termination of the corporation. To be adopted, any revision shall be submitted to and ratified by two-thirds (2/3) of the member State Chapters. Revisions may be made to include or omit any provision which could lawfully be included or omitted provided such revisions continue to allow the corporation to qualify as a tax exempt organization under Section 501(c) (3) of the Internal Revenue Code of 1954.