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Bylaws

ARTICLE I. NAME

The name of this organization shall be the Dutchess County School Boards Association, herein referred to as the “Association”.

ARTICLE II. PURPOSE

The Association is a cooperative project undertaken by participating public school districts and the Board of Cooperative Educational Services.  The Association is hereby formed in accordance with the provisions of Article 5G of the General Municipal Law as a joint service to its members and under Section 1618 of the Education Law as an activity encouraged and assisted by the New York State School Boards Association, Inc.

The mission of the Association shall be to provide leadership for and supportive services to component school boards and their members. Toward this end, the goals of the organization are:

  1. To enhance the quality of boardmanship and, therefore, the quality of education in our service area.
  2. To promote and encourage cooperation among the component school boards and their members in the interest of better education.
  3. To provide a forum where school board members can exchange information on education related topics.
  4. To provide opportunities for members to attend meetings/conferences that address specific education issues of interest to school board members.
  5. To provide a permanent organization which will represent member school districts to various regulatory and legislative bodies at the local, state, and national levels.
  6. To assist its members in every possible way with their school board concerns.
  7. To further the mutual objectives of this Association and the New York State School Boards Association.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Membership

  1. The Board of Directors shall consist of the officers of the Association, the Executive Director, and one Director from each member Board, appointed by that member Board. 
  2. Each Association Officer and each member Board in good standing (cf. Article XI, Section 5) shall have one vote. 
  3. It is the responsibility of each member board to fill its Director vacancy.
  4. The District Superintendent and Chief School Officers of member school districts and the NYSSBA Area 9 Director shall be non-voting ex-officio members of the Board of Directors.
  5. The immediate Past President of the Association, if still a member of a component school board, shall be a non-voting ex-officio member of the Board of Directors.

Section 2. Duties

  1. Be the policy making body of the Association,
  2. Be responsible for conducting the affairs of the Association,
  3. Approve a budget for each forthcoming fiscal year,
  4. Review and approve all expenditures,
  5. Provide for an annual audit of all accounts,
  6. Annually designate depositories for all Association funds,
  7. Review and approve all plans of work as submitted by committee chairpersons,
  8. Review and approve meeting schedule and focus topics from the Executive Committee.

Section 3. Director Responsibilities

  1. Attend Association meetings,
  2. Represent their board’s interests in the Association,
  3. Vote on Association matters,
  4. Communicate the Association’s activities to their board of education,
  5. Support and promote the events sponsored by the Association.

ARTICLE IV. OFFICERS

Section 1. Election and Term of Office

There shall be three elected officers: a President, a Vice-President,, and a Treasurer.  An appointed Executive Director shall carry out administrative duties.

Officers shall be elected for a one-year term at the annual meeting and shall take office on the first day of the fiscal year. An officer may continue as a particular officer beyond one year, but shall be limited to three consecutive terms. There is no restriction on overall number of terms as an officer or as a particular officer.

Section 2. Qualifications

Each officer shall be a member of a component Board in good standing (cf. Article XI, Section 5). There shall be but one officer at any given time from any component Board.  Elected officers shall be serving on a member Board at the time of election and throughout the term of office.

Section 3. Duties

  1. The President shall
    1. Develop agenda for and, if present, preside at all meetings of the Association and the Executive Committee.
    2. Be an ex-officio member of all committees except the Nominating and Audit Committee. 
    3. Appoint the members and chairpersons of all committees.
    4. Exercise general and active supervision over the business and affairs of the Association and over its officers and agents.
    5. Assure that all orders and resolutions of the Association are carried into effect.
    6. Act as spokesperson for the Association.
    7. In the absence of the Treasurer or during an emergency, the President may initiate financial transactions or authorize the Executive Director to perform specific bank transactions.

  2. The Vice-President shall
    1. Assist the President in the general and active supervision over the business and affairs of the association and, if acceptable, shall perform other duties as may be delegated by the President or Board of Directors.
    2. Shall perform the duties of the President in his/her absence or incapacity. 
    3. Oversee due consideration of resolutions and by-laws proposed for NYSSBA's Annual Meeting and brief the Association of pertinent legislative matters.

  3. The Treasurer shall
    1. Have charge, custody of and be responsible for all funds of the Association, unless the President authorizes transactions during absence or an emergency.
    2. Monitor all monies of the Association in the designated accounts.
    3. Keep an accurate record of all receipts and expenditures and disburse funds as ordered or authorized by the Association or the Executive Committee.
    4. Render to the Association monthly financial reports and an account of all transactions of the Association made in his/her role as Treasurer.
    5. Prepare a proposed budget for the Executive Committee’s review.

Section 4. Vacancies

A vacancy in an office shall be filled by a majority vote of the Board of Directors with at least fifteen days notice of such election to be held at an Association meeting.  The term of office shall be for the remainder of the fiscal year.

ARTICLE V. EXECUTIVE DIRECTOR

Section 1. The Executive Director is the administrator of the Association and serves under the direction of the Executive Committee. He/she is part of the Executive Committee and a non-voting ex-officio member of the Board of Directors and all committees except the Auditing and Nominating Committees.

Section 2. Secretarial duties

  1. Serve as the Association’s communication external point of contact. 
  2. Create, maintain and distribute all correspondence with or by of the Association meeting minutes, and other related Association information as deemed appropriate to members.
  3. Maintain an accurate record of all meetings of the Association, Executive Committee, and of other committees as required.
  4. Be custodian of the records and attest to all letters of documents officially executed on behalf of the Association.
  5. Assist the President with agenda development for all meetings of the Association and the Executive Committee.
  6. Assure that all notices are duly given of meetings and other matters of importance to the Association members and the media.
  7. Be responsible for maintaining an up-to-date listing of the membership.
  8. Coordinate Association activities.

Section 3. Financial duties

  1. Send projected dues notices in March to member boards and dues notices to Boards of Education eligible for membership in June of each year.
  2. Distribute monthly financial reports as approved by the Treasurer.
  3. Assist the Treasurer in the draft of a budget proposal.
  4. Perform financial transactions as authorized by the Treasurer.

Section 4. Communication duties

  1. Attend other county, state, or national association, legislative or education related meetings on behalf of the Association, as directed by the Executive Committee.
  2. Upon approval of the Board of Directors, attend conferences and conventions.
  3. Collect and disseminate educational data and information to Association members, legislators, community, and news media.
  4. Coordinate legislative activities of the Association, including local and state contact when needed.

Section 5. Conditions of Employment

The Board of Directors, upon the recommendation of the Association Officers, shall annually approve the remuneration and specific conditions of employment of the Executive Director.  He/she may be appointed/dismissed at any regular meeting by a majority vote of the Officers or shall be reappointed at the annual meeting by a majority vote of the newly elected Officers.

ARTICLE VI. EXECUTIVE COMMITTEE

Section 1. Composition

  1. The Officers and Executive Director shall act as an Executive Committee.
  2. Ex-officio members of the Executive Committee shall include:
    1. The Executive Director,
    2. The immediate Past President who is a continuing member of a member board of education,
    3. The NYSSBA Area 9 Director.

Section 2. Duties

  1. Address the day-to-day business of the Association between meetings of the Board of Directors.
  2. Presentation of a detailed budget to the Board of Directors at a regular meeting no later than March.
  3. Proposal of future meeting schedule and focus topics for Board of Directors approval.
  4. Selection and approval of the Executive Director.

ARTICLE VII. MEMBERSHIP

Section 1. Composition

The following educational institutions in Dutchess County are eligible for membership upon proper payment of annual dues.

  1. The Boards of Education of city, central, and union free public school districts.
  2. Boards of Cooperative Educational Services (BOCES).

Any Board may withdraw from this Association during its fiscal year by presenting to the President a statement of resignation.  No refund of dues shall be allowed in the event of withdrawal.

Section 2. Quorum and Methods of Voting

  1. Quorum: The presence of a member or members from five of the member Boards in good standing constituting the membership shall be necessary to have a quorum for the transaction of business.
  2. Each Board in good standing shall have one vote by its representative Director or, if absent, an alternative representative, or, if neither, an officer may represent his/her member Board.
  3. Voice vote in matters on which there is not substantial differences of opinion, a voice vote shall suffice, provided there is no objection from the floor.
  4. On all matters on which there is substantial difference of opinion or upon a request from the floor, voting shall be by roll call.

Section 3. Privileges

Members and Chief School Officers of component boards and the NYSSBA Area Director shall be privileged to attend meetings, participate in discussion, and serve on committees. The privileges of holding office, making motions, and voting shall be limited to members of member Boards in good standing.

ARTICLE VIII. NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee

A Nominating Committee of three members, each belonging to a different member Board, none of which are Association Officers, shall be appointed by the President, with the approval of the Board of Directors, by the April meeting each year. The President shall designate the Chairperson. The Nominating Committee shall select no more than two nominees for each office to be filled. The Nominating Committee shall inform the Board of Directors of the proposed candidates prior to notifying the Association general members.

Section 2. The Report of the Nominating Committee shall be sent to all members of the Association, together with the call to the Annual Meeting, at least twenty days before that meeting.

Section 3. Nominations from the Floor

At the Annual Meeting, following the reports of the Nominating Committee, nominations may be made from the floor, provided the nominee has consented to serve.

Section 4. Election

Each member Board in good standing is entitled to one vote. A majority vote of those in attendance shall be required for election.

ARTICLE IX. COMMITTEES

Ad hoc committees as may be required to promote the purpose and policies of the Association shall be appointed by the President from members of component boards in good standing.

The Chairperson of each committee, appointed by the President, shall present a plan of work to the Board of Directors, and shall undertake no work without its approval.

ARTICLE X. MEETINGS OF THE ASSOCIATION

Section 1. Regular Meetings

Board of Directors meetings shall normally be scheduled on a monthly basis between September to June or at the call of the President or of a majority of the Directors.

Any trustees or Chief School Officer of a member Board in good standing may attend any regular meetings.

Section 2. Annual Meeting

The Annual Meeting shall be held in the last quarter of the fiscal year.   Any trustees or Chief School Officer of a member Board in good standing may attend Annual Meetings.

Section 3. Special Meetings

Special Meetings of the Association may be called by the Board of Directors or by a majority of the member Boards in good standing.  Any trustees or Chief School Officer part of a member Board in good standing may attend Annual Meetings.

Section 4. Notice of all meetings shall be provided to Association members at least six days in advance for unplanned regular or special meetings.

Section 5. Quorum

Five member Boards shall constitute a quorum.

ARTICLE XI. FISCAL ADMINISTRATION

Section 1. Fiscal Year

The fiscal year of the Association shall be from July 1 to June 30.

Section 2. Depositories

The Board of Directors shall designate annually the depositories and accounts for all Association funds at the first regular meeting of the fiscal year.

Section 3. Expenses

The expenses of the Association shall be paid from monies raised by the Association.

Section 4. Dues

Each member of the Association shall pay annual dues based on the following formula: total dues to be assessed divided by the number of projected member school boards.

Although the Association’s budget vote occurs at the Annual Meeting, to aid member districts in budget planning, the budget containing the projected dues are proposed to the Board of Directors no later than the March regular meeting and district clerks shall be notified of the projected dues afterwards no later than the end of March.

Section 5. Payment of Dues

Bills for dues shall be mailed in June.  In order for a Board to remain in good standing, its dues must be paid by the following September 30.  Afterwards, a Board will be in good standing once dues are paid.

Section 6. Audit

The Board of Directors shall review the financial reports of the Treasurer.  The Board of Directors shall also provide for an annual internal audit of the accounts of the Association; auditors may not include Executive Committee members for the same fiscal year.

Section 7. Budget

The Executive Committee shall present a detailed budget for the ensuing year to the Board of Directors for approval at the Annual Meeting at least twenty days prior.

ARTICLE XlI. LIABILITY

Neither the Board of Directors, Executive Committee nor the Executive Director shall be liable for any action pursuant to this agreement in good faith taken or omitted. The Board of Directors and staff shall be indemnified and held harmless by the Association from and against any and all liability to which they or any of them may be subject by reason of any such action, including expenses reasonably incurred in their defense. Participating school districts and Boards of Cooperative Educational Services agree to indemnify and hold the Association harmless as a result of any such claim arising out of the Association's activities.

ARTICLE XIII. OTHER POWERS

The Board of Directors may undertake any activities necessary or appropriate to effectuate the purposes of this agreement as permitted under subdivision 2 of Section 1190-0 of the General Municipal Law.

ARTICLE XIV. PARLIAMENTARY AUTHORITY

Roberts Rules of Order Newly Revised shall govern this association and will be utilized in all cases in which they are applicable and in which they are consistent with the Bylaws.


ARTICLE XV. BYLAWS AND AMENDMENTS

Section 1. Proposal

  1. The Directors or any member Board may propose amendments.
  2. Proposed amendments shall be sent to the President for submission to the Board of Directors.

Section 2. Notification to Membership

Proposed amendments are to be submitted to the Board of Directors at least twenty days prior to the meeting at which they are to be voted on.

Section 3. Approval

  1. The vote to approve proposed amendments is to be taken at the meeting specified.
  2. Each component Board in good standing will be entitled to one vote.
  3. Such amendments shall be adopted when approved by a majority of the Directors present and voting.

Section 4. Bylaws Review

The Association’s bylaws shall be reviewed at least every five years.


Adopted November 6, 2014
Effective July 1, 2015