As Amended October 2004
The principle office for the transaction of the business of this corporation, known as The Council of State Science Supervisors, Inc., and identified in this document as the Council, shall be located in the state of Virginia. The Board of Directors may at any time determine the location of other offices.
Section 1. Admission to Membership
Any eligible person shall be admitted as a member of the Council upon payment of the annual dues, set by the Board of Directors, hereafter referred to as the Board, for the calendar year in which the person applies for membership. Each person's membership shall expire according to requirements established by the Board.
Conditions of membership and procedures for the suspension or termination of a membership by the corporation may be established by the Board and recorded in the minutes and proceedings of the Board.
Section 2. Classes of Members and Voting
The Council shall have the following classes of membership:
- State Members: A state member is an employee of the Department of Education of any state or territory of the United States of America, the District of Columbia, or Puerto Rico, who has been designated by their chief state school officer as having responsibility for science education statewide. In the event there is no employee within the State Department of Education whose responsibility is statewide science supervision, the chief state school officer may designate, in writing, to the President of the Council the official contact person(s) for science education eligible for membership. Each state/territory shall have one vote.
- Associate Members: An Associate Member is a former state member of the Council who worked directly for a State Education Agency and no longer meets the criteria in #(1) above. Associate Members have no voting privileges and shall not be eligible to hold any office nor serve on the Board of Directors.
- Affiliate Members: An Affiliate Member is a person interested in the vision, mission, purposes, and goals of the Council as set forth in the Article IV of the Articles of Incorporation. An Affiliate shall be awarded membership by vote of the Board. Affiliate Members have no voting privileges and shall not be eligible to hold any office or serve on the Board.
- Honorary Life Member: Honorary Life Membership is an honor bestowed by the Council for significant service to the Council of State Science Supervisors, Inc. and/or to science education. An Honorary Life Member is a person nominated by the Board and elected by a majority of the members present at the annual meeting, or at other general meetings of the membership. Honorary Life Members are exempt from paying annual dues. Honorary Life Members have no voting privileges and are not eligible to hold any office or serve on the Board.
Section 1. Annual Meetings
An annual meeting of the members shall be held in conjunction with the annual convention of the National Science Teachers Association with the exact date, time and place to be established by the Board, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings
Special meetings of the membership shall be called and sanctioned by the Board on the request of not fewer than (30) percent of the members of the Council to address initiatives of the Council. The Board may designate any site as a place of meeting for any special meeting.
Section 3. Notice of Meetings
In accordance with the Virginia Code, it shall not be necessary for notice of annual or regular meetings to be given in person to each member entitled to vote at such meeting. The secretary, the treasurer, the president, or members of the Board shall provide notice of meetings by electronic messaging, and by U. S. Postal Service. The Council shall maintain a website and pay for the postage of mailing.
Section 4. Waiver of Notice
Whenever any notice is required to be given to any member under the provisions of the Virginia Non-Profit Corporation Act, or under the provisions of the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated, shall be deemed equivalent to the giving of such notice.
Section 5. Officers of the Meeting
The presiding officer at meetings shall be the president of the Council, or in the absence of the president, the past president or president elect. In the absence of the president, past president or the president elect, a chair shall be elected by the members present at the meeting. The secretary of the Council, or in the absence of the secretary, any person appointed by the presiding officer of the meeting shall act as secretary of the meeting.
Section 6. Quorum
Seventeen states must be represented to constitute a quorum at the annual meeting.
Section 7. Proxies
A state member may vote, either by representation or by proxy executed in writing by the representative of the state. No proxy shall be valid after eleven (11) months from the date of its execution. Every proxy shall be revocable at the pleasure of the state member who executed it.
Section 8. Election of Officers
The election of officers shall take place at the annual meeting. The Chairperson of the Nominating Committee shall obtain a list of the current state members from the secretary. A ballot shall be delivered to each state and then collected and counted on site.
Board of Directors
Section 1. General Powers and Standards of Care
All Council powers shall be exercised by or under the authority of, and the business and affairs of the Council shall be managed under, the direction of the Board of Directors, except as may be otherwise provided in the Articles of Incorporation. The officers and directors of the Council shall perform such duties as a member of any committee of the Board of Directors, hereafter referred to as the Board. Each officer and director shall serve in good faith, in a manner, reasonably believed to be in the best interest of the Council and with such care as an ordinary prudent person in a like position would use under similar circumstances. In performing such duties, each officer and director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case, prepared or presented by:
- One or more officers or employees of the Council whom the Board reasonably believes to be reliable and competent in the manners presented;
- Council, public accountants, or other persons as to matters which the Board reasonably believes to be within such person's professional or expert competence, or;
- committee of the Board, upon which such officer or director does not serve, duly designated in accordance with the provisions of these Bylaws as to matters within his designated authority; which committee the officer or director reasonably believes to merit confidence; but such officer or director shall not be considered to be acting in good faith if such officer or director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs such duties shall have no liability by reason of being or having been an officer or director of the corporation.
Section 2. Number, Tenure and, Qualifications
The Board shall consist of the officers of the Council including the President, Secretary, President-elect or immediate Past President, whichever office is current due to the staggered terms, and three Directors-at-Large. Board members, other than the NSTA President, shall be elected to office by the membership of the Council, or appointed as prescribed in the Bylaws. The Executive Secretary and the Treasurer, of the Council and the NSTA President, or his or her designee shall be ex-officio members of the Board. The officers and directors of the Council shall be elected in accordance with Article V, Section 6 of these Bylaws. Names of eligible nominees for the Board shall be submitted in writing to the membership by the Chairperson of the Nominating Committee, as prescribed in the Bylaws. A term is from the close of the annual meeting until the close of the following annual meeting, approximately one year. Newly elected officers of the Board shall take office at the start of the term. All officers and directors of the Council must be state members of the Council.
Section 3. Vacancies
Any vacancy occurring on the Board shall be filled by the Board. Board members appointed to fill a vacancy shall be appointed for the unexpired term of their predecessor in office and shall be selected from the state membership.
Section 4. Removal of Officers and Directors
Any officer of the Council may be removed from office for cause by a majority vote of the states. An officer may be removed from office after two (2) unexcused absences from Board and/or Council meetings within any twelve (12) month period.
Section 5. Regular Meetings
An annual meeting of the Board shall be held without other notice than this Bylaw, within a month prior to the annual meeting of members. The Board may provide, by resolution, the time and place for the holding of additional regular meetings of the Board.
Section 6. Special Meetings
Special meetings of the Board may be called by or at the request of the President or any two (2) officers of the Council. The person or persons authorized to call special meetings of the Board may designate any place for holding any special meeting of the Board.
Section 7. Notices
Notice of any meeting of the Board shall be given to Board members at least seven (7) days previous thereto by U.S. mail or e-mail
Section 8. Quorum
A simple majority of the Board shall constitute a quorum for the transaction of business of any meeting of the Board; but, if fewer than a majority of the directors are present at such meeting, a majority of the officers present may adjourn the meeting without further notice. Once a quorum is established, the quorum shall remain for the duration of the meeting.
Section 9. Manner of Acting
Manner of Acting: The act of the majority of the directors present at a meeting at which a quorum is present, shall be the act of the Board unless otherwise provided by law or by these Bylaws.
Section 10. Informal Action
Any action required to be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action as taken shall be signed by all of the Board.
Section 11. Open Meetings.
It is the intent of the Council to conduct its business in open sessions whenever possible; however, in those circumstances where the Board is discussing or acting upon strategy with respect to litigation, implementation of security systems, purchase of property, interviews with prospective employees or discussion of personnel matters, the meeting shall be closed. On any other matter which the Board feels must be dealt with in a confidential manner, the Board may close its meeting to the members of the Council and the general public, an affirmative two-thirds vote of the Board members present is required to close the meeting.
Section 12. Compensation
The Board shall serve without compensation. Reasonable expenses incurred may be reimbursed when expended for, and in the interest of the Council, and approved in advance by the Board.
Section 13. Directors' Conflict of Interest
No contract or other transaction between the Council and one or more of its directors or any other corporation, firm, association, or entity, in which one or more of its directors are officers or financially interested shall be either void or voidable, because of such relationship or interest, or because such director or directors are present at the meeting of the Board or a committee thereof, which authorizes, approves, or ratifies such contract or transaction, or because such director or directors votes are counted towards such purpose, if:
- The fact of such relationship or interest is disclosed or known to the Board or committee which authorizes, approves, or ratifies the contract or transaction, by a vote or consent efficient for the purpose without counting the vote or consent of such interested directors; or
- The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve, or ratify such contact or transaction by vote or written consent, in which vote or consent such interested directors may participate to the extent that they are also members; or
- The contract or transaction is fair and reasonable to the Council and the fact of such relationship or interest if fully and fairly disclosed or known to the Council.
Section 14. Loans to Directors
The Council shall not lend money to or use its credit to assist its directors or officers.
Section 15. Liability of Directors for Wrongful Distribution of Assets
In addition to any other liabilities imposed by law upon the officers and directors of the Council, the officers and directors who vote for, assent to any distribution of assets rather than in payment of its debts, when the Council is insolvent, or when such distribution would render the Council insolvent, or during the liquidation of the Council, without the payment and discharge of, or making adequate provisions for all known debts, obligations and liabilities of the Council, shall be jointly and severally liable to the Council for the value of such assets which are thus distributed to the extend that such debts, obligations and liabilities of the Council are not thereafter paid and discharged. An officer or director shall not be liable under this section, if, in the exercise of ordinary care, such director relied and acted in good faith upon written financial statements of the Council, represented to such director to be correct by the President or by the officer of the Council having charge of its books and accounts, or certified by an independent, licensed or certified public accountant or firm, of such accountants, fairly to reflect the financial condition of the Council, nor shall such director be so liable if, in the exercise of ordinary care and good faith, in determining the amount available for such distribution such officer or director consider the assets to be of their book value. An officer or director shall not be liable under this section if, in the exercise of ordinary care, such officer or director acted in good faith and in reliance upon the written opinion of an attorney for the Council.
Section 1. Number and Title
The officers of the Council shall be: the President, the Past-president or the President-elect, the Secretary, and three Directors-at-Large.
Section 2. President
The President shall preside at all meetings of the Board and the general membership. The President shall be the institutional representative for necessary purposes. He or she may sign with the Secretary or any other proper officers of the Council authorized by the Board any deed, mortgage, bond, contract or other instrument which the Board has authorized to be executed, except in cases where the signing or execution thereof shall be expressly delegated to some other officer or agent of the Council. In general, the President shall perform all duties incident to the office of President and such other duties which shall be prescribed by the Board as need arises.
Section 3. President-elect and Past President
In the absence of the President, or in the event of the President's inability or refusal to act, the President-elect or Past President shall perform the duties of the President, and when so acting, shall have all of the powers of, and be subject to all due restrictions upon the President. Any President-elect or Past President shall perform other duties as may be assigned by the President or the Board.
Section 4. Secretary
The Secretary shall keep the minutes of the meetings of the Board, 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; serve as the custodian of the corporate records and corporate seal; keep a register of the name and post office address of each corporate member, and in general, perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board.
Section 5. Directors-at-Large
There shall be three Directors-at-Large and they shall ascertain and represent the concerns of the membership at board meetings. Directors-at-Large shall serve as board representatives on member committees and carry out other duties as assigned by the President or the Board.
Section 6. Election and Term of Office
The officers of the Council shall be elected by the membership at the annual meeting. If the election of officers is not held at such meeting, such election shall be held as soon as possible. Each officer shall hold office until a successor shall be duly elected and qualified. The President shall serve for two (2) consecutive terms. The President may not succeed him/herself. The President-elect shall serve for one term. On those alternate years, when the immediate Past-president is not on the Board, the President-elect shall serve for one term. The Secretary shall serve for two (2) terms. He/she may be re-elected to subsequent terms of office at the discretion of the membership. The Directors-at-Large shall each serve three (3) terms. Each Director-at-Large shall be elected in a different year. A Director-at-Large may not succeed him/herself.
Section 7. Vacancies
Vacancies may be filled at any meeting of the Board.
Section 8. Removal
Any officer elected by the membership or appointed by the Board may be removed by an affirmative vote of a majority of the states or of the Board, whenever, in its judgment, the best interest of the Council would be served thereby.
Section 1. Standing Committees
There shall be three standing committees, a Program Committee, Nominating Committee, and a Finance Committee.
Section 2. Annual Conference Program Committee
The Annual Conference Program Committee shall consist of the three directors-at-large, a non-board member and a member from the state where the conference is being held. The responsibility of the Program Committee shall be to work in tandem with the president to develop an agenda that supports the goals of the organization and meets the professional development needs of the membership.
Section 3. Nominating Committee
The President shall appoint a Nominating Committee at least three months prior to the end of each term with the advice and consent of the Board. The Nominating Committee shall consist of three members. The chairperson of the Nominating Committee shall be a past president of the Council, and the other two members of the Committee shall be state members who are not on the Board. The Nominating Committee shall prepare a list with one or more nominees for each office to be filled at the next election and shall obtain the consent of each nominee to serve if elected to office. This list of confirmed nominees shall be reported to the President and the Board at least 60 days prior to the next annual meeting.
Section 4. Finance Committee
The President shall appoint the Standing Committee consisting of the Treasurer, Executive Secretary, and the second year Director. The Treasurer shall be the chairperson. The committee shall prepare an annual budget for approval by the Board and serve in an advisory capacity to the Board on financial matters.
Section 5. Ad Hoc Committees
The President may establish additional ad hoc committees as are necessary and appropriate to carry out the business of the Council.
The chairperson of each committee shall be appointed by the President. Committee members of ad hoc committees shall be appointed by the chairperson of each committee in consultation with the President. Committee members may or may not be members of the Board but at least one member on each ad hoc committee shall be selected from among the Board membership.
Section 6. Duties
The duties, responsibilities, authority, and composition of all standing and ad hoc committees shall be in writing and adopted by the resolution of the Board.
Section 7. Term of Office
All committee members shall serve until the first annual meeting following their appointment, their successors have been appointed, or the task of the committee has been completed.
Section 1. Employees
The Board shall employ an Executive Secretary and a Treasurer as needed, and shall authorize the employment of the other employees as are needed to carry out the purposes of the Council. The salary, or wages and other terms of employment shall be set by the Board, who may enter into contracts of employment with such employees on behalf of the Council. The Board may enter into contract with independent contractors to fulfill the needs of the Council in the event employment is not the preferable route to procure such services and provided contracted services are consistent with Section 501 (c)(3) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Law.
Section 1. Indemnification
The Council shall indemnify each director, officer, or former director or officer of the corporation against expenses actually and reasonably incurred in connection with the defense of any action, suit, or proceedings, civil or criminal, in which he or she is made a party by reason of being or having been a director or officer; except in relation to matters as to which he of she is judged in such action, suit or proceeding to be liable for negligence or misconduct on the performing of duty to the Council.
Section 2. Depositories
All funds of the Council not otherwise employed, shall be deposited to the credit of the Council in such bank, savings and loan association, trust companies, or other depositories as the Board may elect.
Section 3. Contracts
The Board may authorize any officer or agent of the Council, in addition to the officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the Council and such authority may be general or confined to specific instances.
Section 4. Check, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Council shall be signed by the Treasurer or the President.
Section 5. Fiscal Year
The fiscal year of the Council shall be January 1 to December 31 of each year.
Section 6. Investment
Any funds of the Council which are not needed currently for the activities of the Council, may, at the discretion of the Board, be invested in such investments as are permitted by law.
Section 7. Annual Audit
The financial books and records of the Council shall be audited annually. Every third year, starting in the year 2001, the financial records shall be audited by an external auditor.
Section 8. Books and Records
The Council shall keep correct and complete books and records of all accounts and shall also keep minutes of the proceedings of its annual meeting, the Board meetings, and the committee meetings. All books and records of the Council may be inspected by any state member for any proper purpose at any reasonable time upon request.
Section 9. Dissolution
- A resolution to dissolve the Council shall be submitted to a vote of the members.
- In the event of dissolution of Council, the Board shall, after payment of all liabilities of the Council, dispose of the assets of the Council, exclusively for the purpose of the Council in such a manner or to such organizations organized and operating exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954; or the corresponding provision of any future United States Internal Revenue Service law, and which is organized for the purposes substantially similar to that of the Council.
Section 10. Nondiscrimination
This Council is an equal opportunity employer, and shall make available its services without regard to race, creed, age, sex, color, ancestry or national origin.
Section 11. Political Activity
The Council shall not in any way use Council funds in furtherance of nor engage in any political activity for or against any candidate for public office; however, this Bylaw shall not be construed to limit the right of any official or member of this Council to appear before any legislative committee to testify as to matters involving the Council.
Section 12. Gifts
The Board may accept, on the behalf of the Council, any contribution, gift, bequest, or device, for general or any special purposes of the Council.
Section 13. Dues
There shall be membership dues as established by the Board.
Section 14. Parliamentary Procedures
All meetings of the Board and membership shall be governed by Roberts Rules of Order, current edition, except for contrary procedures established by the Articles of Incorporation, these Bylaws, or by resolution of the Board.
Section 15. Bonding
The Board may require the Treasurer and any other officers or employee of the Council to have a bond for the faithful discharge of his or her duties; in such sum and with such surety or securities as the Board may determine. The Council shall pay the premiums required for such bonds unless the bond is paid by another entity.
These Bylaws may be altered, amended, or repealed, and a new set of Bylaws adopted by a two-thirds majority of the vote of the states. Notice shall be sent to the states at least ten (10) days prior by US mail or email setting forth the proposed action and time and place of the meeting shall be given to the Board and states.
The Board of Directors shall have the authority to make technical and non-substantive changes in the Bylaws without submitting such changes to a vote of the membership of the organization.
Secretary CertificationThis is to certify that the foregoing Bylaws have been duly amended by the Board of Directors at a meeting held in October 2004.