Bylaws

ARTICLE I

Mission

Ensure educational excellence through equitable funding for all

Nebraska public school students.

Purpose

Collectively advocate for all Nebraska public school students.

ARTICLE II: MEMBERS

Section 1.  Membership.  Membership in the Greater Nebraska Schools Association shall be comprised of the following categories:

1.1  Membership Eligibility: Districts, which receive equalization aid through the state aid formula and/or demonstrate compatibility with the GNSA membership.

1.2  Financial Requirements:  Dues will be determined annually by the Executive Committee for each membership district.  Dues will be invoiced and paid prior to the annual meeting.  No districts will be allowed voting privileges until such district has paid the required fees or arranged for payment of such fees.  The membership by majority vote has exclusive authority to waive or adjust fees upon a vote.

1.3 Membership Attendance Requirements:  Members of the Greater Nebraska Schools Association are required to be in regular attendance at scheduled meetings.  Attendance at meetings may be a representative from the member district.  Member districts may also be in attendance in person or via electronic means (i.e. SKYPE, FACETIME, etc.).  Member districts must be in attendance at a minimum of 75% of the scheduled meetings.

Reviewed Annually:

1.4 Voting Members: Voting membership (“Voting Membership”) are those members who are in good standing in section 1.  Membership consists of public school districts, which receive equalization aid through the state aid formula and/or demonstrate compatibility with the GNSA membership and the goals of the organization or as otherwise determined and approved by the GNSA membership.  Each voting member school district is allowed one vote.

1.5 Institutional/Organizational Membership:  Advisory membership (“Advisory Membership”) is a non-voting membership and is open to any state university/college, professional organizations, ESUs, and the Nebraska Department of Education.

1.6  Membership Requirements:  Prospective members meeting criteria and categories as stated above and having received a majority vote of the GNSA Membership at any regular of special meeting and having met the financial obligations as required shall become members under the appropriate category listed above, with all rights and responsibilities as set forth in the organization’s Articles of Incorporation and Bylaws.

Such membership, regardless of category, may be revoked upon a majority vote of the organization’s membership for any member district that fails to actively participate in the organization or fails to meet its financial obligations as set and approved at the annual meeting or whose actions are contrary to the mission and goals of the organization, provided it is notified in advance of the proposed action by the Board of Directors.  As used herein, the term “membership” refers only to Voting member districts unless the context otherwise requires.

Section 2.  Annual Meeting.  The annual meeting of the members shall be held on a date set annually by the membership, for the purpose of electing officers and for the transaction of such other business as may come before the meeting.  Annual meetings shall be held at a time, date, and place proposed by the Executive Council and approved by the membership.

Section 3.  Special Meetings.  Special meetings of the members may be called by the President, any two members of the Executive Council, or at least five percent (5%) of the membership.  Special meetings shall be held at such place, within the State of Nebraska, and at such date and time as shall be stated in the notice.

Section 4.  Notice of Meeting.  Written or printed notice of membership meetings, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by email, or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each member of record.  If mailed, such notice shall be deemed delivered when deposited in the United States mail addressed to the member at the address appearing on the books and records of the organization, postage prepaid.

Section 5.  Quorum.  One-half (1/2) of the outstanding votes entitled to be cast at the meeting, represented in person or by proxy, shall constitute a quorum at a meeting of members.  The holders (or representatives) of a majority of the votes entitled to be cast at the meeting, even though less than a majority of the votes entitled to be cast at the meeting, may adjourn the meeting from time to time without notice other than an announcement at the meeting, until such time as a quorum is present.  At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.  If a quorum is present, the affirmative vote of a majority of the votes represented and entitled to be cast at the meeting on the subject matter shall be the act of the members, unless the vote of a greater number is required by law.

Section 6.  Proxies.  At all meetings of the member districts, a district through its representative may vote either in person or by proxy executed in writing by the member district.

Section 7.  Voting.  Subject to the provisions of Sections 9 and 10 of this Article 11, each public school district or system who is a voting member shall be entitled to one vote on each matter voted on by the members at a meeting of members.  Votes of a member district may be cast by such member’s administrator of board member, either in person or by electronic means.

Section 8.  Informal Action by Members.  Any action required to be taken at a meeting of the member districts or any action which may be taken at a meeting of the member districts may be taken without a meeting if a written statement setting forth the proposed action to be taken shall be signed by members holding at least eighty percent (80%) of the voting power.  Such consent shall have the same force and effect as a unanimous vote of members and may be stated as such in any articles or document filed with the Secretary of State under the applicable state law.

ARTICLE III: OFFICERS

Section 1.  Number and Qualifications.  The officers of the organization shall be a President, President-Elect, one Vice President, Immediate Past President, a Secretary and a Treasurer and such other officers and agents as may be deemed necessary by the membership.  The intent of the organization is to rotate officers between school board members and administrators.  Any two or more offices may be held by the same person.

Section 2.  Election and Tenure.  The officers of the corporation shall be elected by the membership at the annual meeting.  Each officer shall hold office for a term of one year or until his or her successor shall have been duly elected and shall have become qualified, unless his or her service is terminated sooner because of death, resignation or otherwise.

Section 3.  Removal.  Any officer or agent of the organization, elected or appointed by the membership, may be removed by the membership whenever it is deemed to be in the best interests of the organization.

Section 4.  Vacancies.  Vacancies occurring in any office by reason of death, resignation or otherwise may be filled by the membership at any meeting.

Section 5.  Duties and Authority of Officers.

  1. President.  The President shall be the principal executive officer of the organization and, subject to the control of the membership, shall perform all duties incident to the office of President and such other duties as may be prescribed by the membership from time to time.
  2. President-Elect.  The President-Elect shall be a member of the Executive Council for a one-year term.
  3. Vice-President.  In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall perform such other duties as from time to time may be assigned by the President or by the membership.
  4. Immediate Past President.  The Immediate Past President shall be a member of the Executive Council for a one-year term.
  5. Secretary.  The Secretary shall attend and keep minutes of the meetings of the members in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be the custodian of the organization’s records, keep a register of the post office address of     each member which shall be furnished to the Secretary by such member, have general charge of the minute books of the organization, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the membership.
  6. Treasurer.  The Treasurer shall have charge and custody and be responsible for all funds and securities of the organization, receive and give receipts for all securities and monies due and payable to the organization from any source whatsoever, deposit all such monies in the name of the corporation in such banks, trust companies, or in other depositories as shall be collected in accordance with the provisions of these Bylaws, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President of by the membership.  If required by the membership, the Treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety of sureties as the membership shall determine.
  7. The Executive Council shall consist of officers and such other members as shall be elected by the membership at the annual meeting.  Each member shall hold office for a term of one year or until his or her successor shall have been duly elected and shall have become qualified, unless his or her service is terminated sooner because of death, resignation, or otherwise.  The Executive Council shall assist the officers and perform other duties as may be prescribed by the membership from time to time.

Section 6.  Salaries.  Officers shall not receive any salary for their services.

ARTICLE IV: EXECUTIVE DIRECTOR

The Executive Director shall be in charge of the Association’s Executive Office, as directed by the Executive Council and defined in these Bylaws.

  1. The Executive Director, with the assistance of the President, Secretary/Treasurer, and other appropriate Association officers, shall prepare and submit an annual budget to the Board for final action.
  2. The Executive Director shall supervise the collection of Association dues through the sending of notices and shall record all payments.
  3. The Executive Director shall supervise the processing of all applications for membership, changes in membership status, requests for dues adjustments, and updating of the membership roll and computer roster of the Association.
  4. The Executive Director shall serve as public relations officer of the Association, and at the direction of the President, shall handle all national announcements and news releases pertinent to the business and activities of the Association.
  5. The Executive Director shall prepare quarterly financial statements for the executive committee.  The Executive Director shall maintain complete and accurate financial records of the Association, which shall be open to inspection by the membership at all times during regular business hours, given reasonable prior notice.
  6. The Executive Director shall serve as a nonvoting member of the executive committee and shall attend meetings of the Association and Executive Council.
  7. The Executive Director shall serve as a nonvoting member of the Executive Council.
  8. The Executive Director shall recruit, maintain, and sustain membership for the organization.

ARTICLE V: BANK ACCOUNT

The funds of the organization shall be deposited in such banks, trust funds or depositories as the membership may designate and shall be withdrawn upon the signature of the Treasurer and/or upon the signatures of such other person or persons as the directors may by resolution authorize.

ARTICLE VI: BANK ACCOUNT

Except as otherwise provided by law or by specific provisions of these Bylaws, the Bylaws may be amended or repealed at any annual, regular or special meeting of the Board of Directors or of the members.

ARTICLE VII: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS

To the extent permitted by law, the organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the organization, by reason of the fact that he or she is or was a director, officer, employee or agent of the organization against expenses, including attorney fees judgments, fines and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

To the extent permitted by law, the organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the organization to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the organization or is or was serving at the request of the organization officer, employee or agent of another corporation, partnership, joint venture or other enterprise or as a trustee, officer, employee or agent of an employee benefit plan, against expenses, including attorney fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the organization.

To the extent permitted by law, the organization shall have the power to purchase and maintain insurance on behalf of any person who is or was an officer, employee or agent of the organization against any liability asserted against him or her and incurred in such capacity or arising out of his or her status as such, whether or not the organization would have the power to indemnify him or her against such liability.

The indemnity provided for by this Article VI shall not be deemed to be exclusive of any other rights to which those indemnified may be otherwise entitled, nor shall the provisions of this Article VII be deemed to prohibit the organization from extending its indemnification to cover.