ARTICLE I. NAME

The name of this organization shall be the Dutchess County School Boards Association.

ARTICLE II. PURPOSE

The Dutchess County School Boards Association is a cooperative project undertaken
by participating 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 as follows:

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 Ill. MEMBERSHIP

Section 1. Composition

The following educational units in Dutchess County are eligible for membership.

1. The Boards of Education of city, central, and union free school districts.
2. Boards of Cooperative Educational Services (BOCES).
3. Chief School Officers from member boards are considered ex-officio members of the Association.
4. The Area 9 director, if not from Dutchess County, is considered an ex-officio member of the Association.

Section 2. Quorum and Methods of Voting

1. Quorum The presence of a member or members from one-third of the Boards constituting the membership shall be necessary to have a quorum for the transaction of business.
2. 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.
3. On all matters on which there is substantial difference of opinion or upon a request from the floor, voting shall be by roll call. Each Board in good standing shall have one vote; each Board's vote shall be determined by the stand of the majority of its members present.

Section 3. Privileges

Members and Chief School Officers of component boards shall be privileged to attend meetings, participate in discussion, and serve on committees. The privileges of holding office, marking motions, and voting shall be limited to members of member Boards in good standing. (cf. Article X, Section 4.)

ARTICLE IV. OFFICERS

Section 1. Enumeration. Election and Term of Office

There shall be four elected officers: a President, a Vice-President, a Director for
Legislation, and a Director for Program. An appointed Executive Director shall carry out the duties of Secretary and Treasurer.

Officers shall be elected for a one-year term at the annual meeting and shall take office on the first day of July of each year. An officer may continue in office beyond one year, but shall be limited to two consecutive terms.

Section 2. Qualifications

Each officer shall be a member of a component Board in good standing. There shall be but one officer at any given time from any [one member board] single member board.

Section 3. Duties of Officers

1. The President shall develop the agenda for and, if present, preside at all meetings of the Association and the Executive Committee and shall be an ex¬ officio member of all committees except the Nominating Committee. He/she shall appoint the members and chairpersons of all committees, shall exercise general and active supervision over the business and affairs of the Association and over its officers and agents, and shall assure that all orders and resolutions of the Association are carried into effect.
   
2. The Vice-President shall assist the President in the general and active supervision over the business and affairs of the association and shall perform the duties of the President in his/her absence or incapacity.
   
3. The Director of Legislation shall
   
   1. Chair any ad hoc legislative committees appointed by the President.
   2. Develop an annual legislative agenda to be approved by the Executive Committee.
   3. Oversee due consideration of resolutions and by-laws proposed for NYSSBA's Annual Meeting.
      
4. The Director of Program shall
   
   1. Act as chairperson for any ad hoc program committees appoint by the President.
   2. Bring suggestions for Association speakers and workshops to the attention of the Executive Committee.
   3. Maintain a continuous schedule of school districts asked to provide music at Association meetings and make arrangements for those student music performances.

Section 4. Vacancies

A vacancy in an office shall be filled by a majority vote of the Executive Committee with at least seven days notice of such election having been given to the Executive
Committee.

ARTICLE V. EXECUTIVE DIRECTOR

Section 1. The Executive Director (also designated as the Secretary-Treasurer) shall be appointed at the annual meeting by a majority vote of the newly elected officers.

Section 2. The Executive Director shall carry out the duties of Secretary as follows:

1. Keep, in a book provided for the purpose, the minutes of all meetings of the Association, the Executive Committee, and of other committees as required.
2. Be custodian of the records and attest to all letters of documents officially executed on behalf of the Association.
3. Carry on all correspondence of the Association and of the Executive Committee.
4. Assure that all notices are duly given of meetings and other matters of importance to the Association.

Section 3. The Executive Director shall carry out the duties of Treasurer as follows:

1. Send out dues notices to all boards of education eligible for membership in June of each year.
2. Have charge and custody of and be responsible for all funds of the Association.
3. Deposit all monies of the Association in the designated accounts.
4. Keep an accurate record of all receipts and expenditures and disburse funds as ordered or authorized by the Association or the Executive Committee.
5. Render to the Association monthly financial reports and an account of all transactions of the Association made in his/her role as Treasurer.

ARTICLE VI. EXECUTIVE COMMITTEE

Section 1. Membership

The Executive Committee shall consist of the officers of the Association, the Executive Director, and one representative from each member Board, appointed by that Board. Each Association officer and each member Board shall have one vote. The District Superintendent and Chief School Officers of member school districts and the Area 9 Director shall be ex-officio members of the Executive Committee. The immediate Past President of the Association, if still a member of a component school board, shall be an ex-officio member of the Executive Committee.

Section 2. Duties

The Executive Committee shall:

1. Be the policy making body of the Association,
2. Be responsible for conducting the affairs of the Association,
3. Approve and present a budget for each fiscal year,
4. Provide for an annual audit of all accounts,
5. Annually designate depositories for all Association funds,
6. Review and approve all plans of work as submitted by committee chairpersons.

Section 3. Meetings

Meetings of the Executive Committee shall be scheduled on a bi-monthly basis or at the call of the President or of a majority of its members.

Section 4. Quorum

Representatives from three member Boards shall constitute a quorum.

ARTICLE VII. NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee

A Nominating Committee of three members, each belonging to a different member Board, shall be appointed by the President, with the approval of the Executive Committee, at the March meeting each year. The President shall designate the Chairperson. The Nominating Committee shall select, from names submitted by the association membership no more than two nominees for each office to be filled. In the event that no names are submitted, the Nominating Committee will select candidates for a slate of officers. The Nominating Committee shall inform the Executive Committee of the proposed candidates prior to notifying the Association 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 a maximum of five votes. A majority vote shall be required for election (See Section 2c, Article II).

ARTICLE VIII. COMMITTEES

The duties of the Legislative Committee and the Program Committee shall be undertaken by the Executive Committee.

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 Executive Committee, and shall undertake no work without its approval.

ARTICLE IX. MEETINGS OF THE ASSOCIATION

Section 1. Regular Meetings

The Association shall meet at least three times a year, on dates approved by the
Executive Committee. Additional meetings may be held upon appropriate notice to the
membership.

Section 2. Annual Meeting

The Annual Meeting shall be held in the last quarter of the fiscal year.
(The fiscal year is July 1 to June 30).

Section 3. Special Meetings

Special Meetings of the Association may be called by the Executive Committee or by a majority of the member Boards in good standing.

Section 4. Notice of all meetings shall be mailed to Association members twenty days in advance.

Section 5. Quorum

One-third of the member Boards shall constitute a quorum.

ARTICLE X. FISCAL ADMINISTRATION

Section 1. Fiscal Year

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

Section 2. Expenses

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

Section 3. Dues

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

Section 4. 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.

Section 5. Audit

The Executive Committee shall receive and review, prior to its presentation to the Association, the financial reports of the Executive Director. The Executive Committee shall also provide for an annual internal audit of the accounts of the Association; auditors may not have served on the budget committee for the same fiscal year.

Section 6. Budget

The President shall appoint a Budget Committee from members of the Executive Committee. Members of the Budget Committee may not serve as auditors in the same fiscal year. The budget for the ensuing year will be presented for approval at a general membership meeting no later than the last weekday of March of each year.

ARTICLE Xl. LIABILITY

Neither the Executive Committee nor the staff of the Association shall be liable for any action pursuant to this agreement in good faith taken or omitted. The Executive Committee 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 XII. OTHER POWERS

The Executive Committee 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 XIII. PARLIAMENTARY AUTHORITY

Roberts Rules of Order 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 By-Laws.

ARTICLE XIV. AMENDMENTS

These By-Laws may be amended by the Association at a regular or special meeting provided the proposed amendments are submitted to the members in writing at least twenty days prior to the meeting. Each component Board in good standing will be entitled to a maximum of five votes; a majority vote will be required to amend the By¬-Laws.