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.

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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 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 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.

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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 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 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 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 communicated to each State Director, at least thirty (30) days before the date on which an annual meeting is to be held or at least ten (10) days before the day on which a special meeting is to be held. 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.

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ARTICLE IV OFFICERS

The officers of the corporation shall consist of President, Vice-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 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. Vice-President
The Vice-President shall have all the powers and shall perform such duties of the President in the event of the President’s absence or disability. The Vice-President shall serve as the communication specialist and shall update the organization’s website, brochures, and other materials related to the growth and development of the 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 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 Chapters who are members of this corporation; shall work with the President to develop and dispense the agenda for the annual meeting; shall 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 4.05. 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 4.06. Terms of Office
All officers shall be elected for one term. A term is defined as three years.
 

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ARTICLE V MISCELLANEOUS MATTERS

Section 5.01. Compensation
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 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. All archives, books, and record will be housed and maintained in Minnesota, the state in which NFNSSAA was incorporated. The board of 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 July and end of the last day of June.

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.

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 Executive Committee of NFNSSAA, 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.
 

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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 (2/3) 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.

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