|
BY-LAWS OF THE NATIONAL FEDERATION OF NONPUBLIC SCHOOL STATE ACCREDITING
ASSOCIATIONS
Article I: Name, Offices, Corporate Seal
Article II: Members, Meeting, Property Rights
Article III: Board of Directors
Article IV: Officers
Article V: Miscellaneous Matters
Article VI: Amendments to Articles of Incorporation and/or By-Laws and
Termination of Federation
ARTICLE I NAME, OFFICES, CORPORATE SEAL
Section 1.01. Name
This corporation has been incorporated as the “National Federation of Nonpublic
School State Accrediting Associations” and shall be sometimes referred to
hereinafter 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 the State of Minnesota changing the registered office in
the manner prescribed by law.
Section 1.03. Other Offices
The corporation may have such other offices, within or without the State of
Minnesota, as the Board of Directors may from time to time, determine.
Section 1.04. Corporate Seal
This corporation shall have no corporate seal.
Back to Top
ARTICLE II MEMBERS: MEETINGS, 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 exclusively for charitable and educational
purposed 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 this
corporation shall become a member of this corporation.
To approve and admit a member to the National Federation, the Board of Directors
shall consider the following as guidelines:
1. Articles of Incorporation or Constitution must be filed and approved by the
respective state.
2. The Articles of Incorporation or Constitution and the 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, if application for
such an exemption were to be filed.
3. A regulatory board must be established to conduct the affairs of the state
association.
4. A periodic self-study, team visitation, and a follow-up along with an annual
review process must be established by the State Chapter to ensure quality
education in its state.
5. Steps 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
member of the National Federation Board of Directors. The State Chapter
representatives shall be the official spokesperson for the State Chapter.
Section 2.02. Property Rights
No members shall have any right, title or interest in or to any property of this
National Federation.
Back to Top
ARTICLE III BOARD OF DIRECTORS
Section 3.01. Number of Term
The number of Directors shall be equal to the number of State Chapters. Each
State Chapter shall elect one of their members who shall become a member of the
Board of Directors. Each State Chapter shall determine the length of time their
Board member shall serve.
Section 3.02. Powers and Duties
The property, 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:
1. To transact 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.
2. To control and manage all property and funds of the National Federation.
3. To establish policy guidelines for the approval and admittance of State
Chapters as members and to admit such approved State Chapters.
4. To monitor State Chapters which meet the qualifications to determine whether
they continue to meet the qualifications, and if they fail to do so, take
appropriate action to ensure that they comply with policy guidelines and/or
terminate membership.
5. To develop and require annual reports from State Chapters.
6. To establish a primary business office for the National Federation.
7. To assess State Chapter dues.
The Board of Directors may delegate its duties and assign its powers to an
Executive Committee or other committees that they shall deem appropriate in
order to carry out the activities of the Board of Directors. The Board may also
appoint an Executive Director who shall be an ex-officio non-voting member of
the Board.
Section 3.03. Executive Committee
The Executive Committee shall be three (3) in number and shall be made up of the
Officers of the Board of Directors. The President shall be the Chairperson; the
Secretary; the Vice-Chairperson; and the 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 of the National
Federation in intervals between meetings of the Board of Directors, subject
always, however, 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 at the time
and place within or without Minnesota as designated by the Board of Directors.
There shall be at least one meeting each year which shall be 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 hereof. The annual meeting of the Board of
Directors shall be held each year for the purpose of electing officers,
confirming membership of State Chapters, establishing and reviewing policy
guidelines for approval and admittance of State Chapters and for the transaction
of such other business as shall come before the meeting. Special meetings of the
Board of Directors shall be held whenever called by the President of the Board
of Directors 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
Notice of each annual and special meeting shall be mailed to each Director,
addressed to him or her at his or her residence or usual place of business, at
least thirty (30) days before the date on which a regular meeting is to be held
or at least ten (10) days before the day on which a special meeting is to be
held, or be delivered to him or her personally or by telephone within such time.
Each such notice shall state the time and place of the meeting, and for special
meetings must state the purpose of the meeting.
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 any given meeting shall be informal but in the event
of conflict the procedures are prescribed in Robert’s Rules of Order shall
pertain.
Back to Top
ARTICLE IV OFFICERS
The officers of the corporation shall consist of President, Secretary and
Treasurer. In addition, the Board of Directors may appoint such other officers
and agents, including an Executive Director, as they shall deem appropriate.
Section 4.02. President
The President (Chairperson of the Executive Committee) shall be the chief
executive officer of this corporation and shall have general active management
of the business of this corporation; shall, when present, 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 in the name of the corporation (except in
cases in which such execution and delivery shall be expressly delegated by the
Directors or by these By-Laws to some other officer or agent of this corporation
or shall be required by law to be otherwise executed and delivered) any deed,
mortgages, bonds, contracts, or other instruments pertaining to the business of
this corporation, and, in general, shall perform all duties usually incident to
the office of the President.
Section 4.03. Secretary
The Secretary (Vice Chairperson of the Executive Committee) shall have all the
powers and shall perform such duties of the President in the event of the
President’s absence or disability. The Secretary shall be the Secretary of, and
when present, 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 Chapters who are members of this corporation;
shall at all times keep on file a complete copy of Articles of Incorporation and
all amendments and restatements thereof and a complete copy of these By-Laws and
all amendments and restatements thereof as well as a complete copy of the policy
guidelines established by the Board of Directors; shall, when directed to do so,
give proper notice of meetings of the Board of Directors and meetings of the
Executive Committee, if any; shall perform such other duties as may, from time
to time, be proscribed by the Board of Directors or by the President; and in
general, shall perform all duties usually incident to the office of Secretary.
Section 4.04. Treasurer
The Treasurer shall keep accurate accounts of all monies of this corporation
received or disbursed, shall deposit all monies, drafts and checks in the name
of and to the credit of, this corporation in such banks and depositories as a
majority of the Board of Directors shall from time to time designate; shall have
power to endorse for deposit all notes, checks and drafts received by this
corporation, shall disburse the funds of this corporation as ordered by the
Board of Directors, making proper vouchers thereof; shall render to the
President and the Directors, whenever required, an account of all his or her
transactions as Treasurer of the financial condition of this corporation; shall
perform such other duties as may from time to time be proscribed by the Board of
Directors or by the President; and, in general, shall perform all duties usually
incident to the office of Treasurer.
Section 4.05. Terms of Office
All officers shall be elected for one term. A term is defined as three years.
Back to Top
ARTICLE V MISCELLANEOUS MATTERS
Section 5.01. Compensation
The Board of Directors may set reasonable salaries as and for compensation for
services performed by officers. The reasonable expenses of officers or directors
incurred in the performance of their duties to the National Federation may be
reimbursed to them by the National Federation.
Section 5.02. Books and Records
The Board of Directors of this corporation shall cause to be kept:
1. Records of all proceedings of the Board of Directors and the Executive
Committee.
2. Such other records and books of accounts as shall be necessary and
appropriate to conduct the corporate business.
3. The books and records shall be maintained at the National Federation’s
national office, the location of which shall be designated by the Board of
Directors. The Directors and officers shall be permitted to inspect all books
and records of the National Federation for any proper purpose at any reasonable
time. The representative to the Board of Directors of a member State Chapter
shall be deemed the State Chapter’s agent for inspection purposes.
Section 5.03. Fiscal Year
The fiscal year of the corporation shall begin on the first day of May of each
year.
Section 5.04. Funds and Banking
All monies belonging to the National Federation in such banks, trust companies,
other depositories as the Board of Directors may designate funds received by the
National Federation from whatever source shall be kept in general accounts on to
books of the Treasurer and may be disbursed by the Board of Directors for any
purpose reasonably suited to the purpose of the National Federation. All checks,
drafts, or other orders for payment of money and all note bonds, or other
evidence of indebtedness issued in the name of the National Federation shall be
signed by the Treasurer or by such officer or officers, agent or agents,
employee or employees of this corporation and in such manner as may from time to
time be determined by resolution of the Board of Directors.
Back to Top
ARTICLE VI AMENDMENTS TO ARTICLES OF INCORPORATION AND/OR BY-LAWS AND
TERMINATION OF FEDERATION
The Board of Directors may recommend amendments to this corporation’s Articles
of Incorporation, as from time to time amended or restated, and to these
By-Laws, as from time to time amended or restated. The Board of Directors may
also recommend termination of this corporation. To be adopted, any recommended
resolution shall be submitted to and ratified by two-thirds (__) of the member
State Chapters by a resolution adopted by the Board of Directors of the
ratifying State Chapters. Amendments may be made to include or omit any
provision which could lawfully be included or omitted at the time such amendment
or restatement is adopted, and provided such amendment is made so as to continue
to qualify this corporation as an exempt organization under Section 501(c)(3) of
the Internal Revenue Code of 1954 as now enacted or as hereafter amended, or
such section or any provision of federal law as is or may hereafter be
applicable.
Back to Top
Back to Table of Contents
|
