BY-LAWS OF THE ALABAMA INDEPENDENT SCHOOL ASSOCIATION
A NON-PROFIT CORPORATION
ARTICLE I – OFFICES
The principal office of the Alabama Independent School Association, an Alabama nonprofit corporation, hereinafter referred to as “Association”, shall be located in Montgomery, Alabama, but the Association may have such other offices in the State of Alabama, as the Board of Directors may determine, or as the affair of the Association may require from time to time.
ARTICLE II – MEMBERS
Section 1. Membership: Membership of the Association shall consist of two classes: a) Members and b) Conditional Members also referred to herein as Affiliate Members. Members are independent schools domiciled and operating educational facilities within the State of Alabama or any adjoining state, whose membership shall have been approved by the Board of Directors as provided for in the By-Laws of the Association. Members shall be accredited, or a candidate for accreditation, by one of the following: AdvancED, Southern Association of Independent Schools, Alabama Independent School Association or other accrediting agencies approved by the Board of Directors. Any candidate for accreditation approved for membership shall have a maximum of three (3) years to achieve a full accredited status by their respective accrediting body. Affiliate Members are those institutions that do not meet the requirements for Members as stated in the ByLaws of the corporation. Affiliate Members shall be approved by the Board of Directors and shall have no voting privileges within the Association. Race, color, national and ethnic origin of a
prospective school’s students will have no bearing on the applicant’s application for membership in the Association.
Section 2. Election of Members: Members and Affiliate Members shall be elected by the Board of Directors. An affirmative vote of two-thirds (2/3) of the Directors present and voting shall be required for election. Except in the initial election of Members, all applicants for membership shall file with the Secretary a written application in such form as the Board of Directors shall from time to time determine. A list of applicants for membership shall, from time to time, be mailed to each director of the Association. The Board of Directors shall consider each application and either accept or reject it. If an applicant is rejected for membership, they cannot re-apply for one year from date of rejection.
Section 3. Voting Rights: Each Member shall be entitled to one vote by the head of school, or their designee, on each matter submitted to a vote of the Members. In the event a Member does not have a head of school, or interim head of school, at the time of any particular vote of the members, the president officer, or their designee, of said Member shall be entitled to
Section 4. Review of Membership: It shall be the duty of the Board of Directors after each annual election to review incumbent Members and Affiliate Members of the Association as to their qualification, adequate yearly accreditation progress (if applicable) and membership in theAssociation. Any incumbent Member or Affiliate Member and its respective membership in the Association may be terminated as hereinafter provided for in Section 5.
Section 5. Termination of Membership: The Board of Directors, by affirmative vote of two-thirds (2/3rds) of all Board members present at said meeting, may suspend or expel a Member or Affiliate Member for cause, after an appropriate hearing. “For Cause” shall include, but not be
limited to, a failure of any Member or Affiliate Member to comply with any rules, regulations, qualifications or standards as may, from time to time, be adopted by the Board of Directors.
Section 6. Resignation: Any Member or Affiliate Member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the Member or Affiliate Member so resigning the obligation to pay any dues, assessments, or other charges theretofore
accrued and unpaid.
Section 7. Reinstatement: Upon written request signed by a former Member or Affiliate Member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two thirds (2/3rds) of all Board members present at said meeting, reinstate such former Member or
Affiliate Member to membership, upon such terms as the Board of Directors may deem appropriate.
Section 8. Transfer of Membership: Membership in this Association is not transferable or assignable.
ARTICLE III – MEETING OF THE MEMBERS
Section 1. Annual Meeting: The annual meeting of the Members shall be held within sixty (60) days, before or after, the first day of September of each year, for the purpose of electing Directors, and for the transaction of such other business as may come before the meeting. Each Member shall have at least one (1) representative in attendance at the annual meeting. A fine of $100.00 shall be assessed against each member not in attendance. Affiliate Member may, but are not required to, attend the annual meeting but shall have no voting rights at the annual meeting
Section 2. Special Meetings: Special meetings of the Members may be called by the President, or the Board of Directors, or by petition signed by not less than two-thirds (2/3rds) of the Members of the Association.
Section 3. Place of Meetings: All annual or special meetings shall be held in a location and facility designated by the President.
Section 4. Notice of Meetings: Notice, stating the place, day and hour of any meetings, special, general or annual, shall be given to Members not less than ten (10) days before the date of such meeting, by the President, Board of Directors or Members calling such a meeting. If such notice is mailed, the notice is deemed to be delivered when deposited in the U.S. Mail, addressed to the Member at its address as the same appears on the records of the Association, with postage thereon prepaid. If such notice is transmitted electronically, the notice is deemed to be delivered when submitted by the transmitter, addressed to the Member at its electronic address as it appear on the records of the association.
Section 5. Quorum: Thirty (30) Members, or one-half (1/2) of the total Members, whichever is the less, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the Members, a majority of the Members present may adjourn the meeting from time to time, without further notice.
Section 6. Voting by Mail or Proxy: Voting by mail or proxy is specifically prohibited.
Section 7. Certification of Representatives: Any person representing any Member at any meeting called pursuant to these By-Laws, not the head of school on the records of the Association, shall be certified by an instrument in writing signed by the presiding officer of that Member school.Such written evidence of the authority of such representative shall be delivered to the Secretary of the Association, who shall thereupon certify such person as qualified to cast the vote that the Member school is entitled to under these By-Laws.
ARTICLE IV – BOARD OF DIRECTORS
Section 1. General Powers: The affairs of the Association shall be managed by its Board of Directors. Directors must be domiciled within the State of Alabama or an adjoining state. No Director of this Association shall be a salaried employee of the Association.
Section 2. Directors: The Board of Directors shall consist of no more than eighteen (18) Members. At least six (6) Directors shall be school administrators from Association athletic participating schools, at least six (6) Directors shall be school administrators from Association accredited schools and the remaining Directors shall be available to Association stakeholders. A Stakeholder is defined as any individual with an interest or concern in the well-being of the Association and school administrator is defined as the head administrator of a Member school. The Executive Committee shall solicit nominations from Member schools, and Directors, and the full list of qualified candidates shall be presented to the Board of Directors. From the list of qualified candidates, the Board of Directors shall approve a slate of candidates ensuring that the governance structure is in accordance with these By-laws and the Article of Incorporation. Once
approved, the Board shall then present the slate of candidates to the membership for a vote at the annual meeting of the Members. If the Members rejects the slate of candidates, the Boards shall reconsider their slate of candidates and re-submit candidates to the Members for final approval. In addition to the members of said Board of Directors, the immediate past president of the Association, president of the Coaches Association and the president of the Heads of Schools Association shall serve as non-voting ex-officio members of said Board, unless otherwise
Directors. Signing a conflict of interest statement is required of all Directors.
Section 3. Terms of Office: The term for which said
Directors shall be elected shall be for three years, except that for the initial Board of Directors named in the Constitution and the initial Board of Directors named in the July 2016 revisions to these By-Laws, one-third (1/3) of the Directors shall hold office for a period of one (1) year, one-third (1/3) of the Directors shall hold office for a period of two (2) years, and one-third (1/3) of the Directors shall hold office for a period of three (3) years, so that each annual meeting of the Members hereafter, one-third (1/3) of the Directors shall be elected at said meeting. In addition, the Board can, by a majority vote, terminate, or alter, any term of office, if a change to these Bylaws necessitates such action. (Effective May 24, 2016) The term of each Director elected as herein provided shall commence with his or her election and shall terminate when his or her successor shall have been elected and qualified as herein provided.
Section 4. Regular Meeting: The Board of Directors shall hold at least three regular meetings annually, the first of which shall be held on the same date as the regular annual meeting of Members. The Board of Directors may provide by resolution the time and place for the holding of the additional regular meetings of the Board, notice thereof to be given in accordance with these By-Laws.
Section 5. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President, or any eleven or more of the Directors, the person or persons authorized to call special meetings of the Board may fix the time and place for holding any special meeting of the Board, and shall give not less than ten (10) days’ notice thereof, stating the time, day and date of such meeting.
Section 6. Notice: Notice of regular meetings shall be given not less than ten (10) days prior thereto, by written notice delivered personally, or sent by mail or email, to each Director, at his or her address as shown by the records of the Association. Any Director may waive notice of any meeting.
Section 7. Quorum: Nine (9) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum of the Directors is present at a meeting of the Board; a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.
Section 9. Vacancies: Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 10. Compensation: Directors, as such, shall not receive any compensation or stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses for attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, or for the attendance of any Director at any conference relating to education or independent schools.
Section 11. Plenary Authority and Supervision over Officers, Committee, and Subordinate Organizations: The Board of Directors shall have plenary authority over all officers, committees, and subordinate organizations of the Association, including, but not limited to, the power and authority to supervise and review all actions, policies, and decisions made by such officers, committees, or subordinate organizations.
Section 12. Nominations: Nominations shall be submitted in writing to the main office of the Association. At least 35 days prior to the Annual Meeting, the Director of the Association shall present to each Member’s head of school, a list of all expiring Director terms and a nomination form. All nominations must be received by the Executive Committee of this Association at least 20 days prior to the Annual Meeting for consideration.
ARTICLE V – OFFICERS
Section 1. Officers: The officers of the Association shall be a President, a Vice-President, a Secretary, and a Treasurer. The Board of Directors may elect or appoint such other assistant or additional officers, including one or more Assistant Secretaries, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
Section 2. Election and Term of Office: The officers of the Association shall be elected annually by the Board of Directors at its first regular meeting held on the day of the regular annual meeting of Members. If the election of the officers is not held at such meeting, such election shall be held soon thereafter as possible. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.
Section 3. Removal: Any officer elected or appointed by the Board of Directors may be removed by a majority of the Board of Directors at a meeting called for that purpose, whenever, in the Board’s judgement, the best interest of the Association would be served thereby, but such
removal shall be without prejudice to the contract, rights, if any, of the officer so removed.
Section 4. Vacancies: A vacancy in any office because of death, resignations, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President: The President shall be the principal executive officer of the Association, and shall, in general, supervise and control all of the business and affairs of the Association. He or she shall preside at all meetings of the Members and of the Board of Directors. He or she may sign, with the Secretary, or any other proper officer of the Association authorized
by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws, or by
applicable law, to some other officer or agent of the Association; and in general, he or she shall perform all duties incident of the office of President, and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-President: In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all of the powers of, and be subject to, all the restrictions upon the President. The VicePresident shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 7. Treasurer: If required by the Board of Directors, the Treasurer shall give a bond, the cost of which shall be paid for by the Association, for the faithful discharge of his duties in such sum, with such surety, or sureties, as the Board of Directors shall determine. He or she shall have the charge and custody of, and be responsible for, all funds and securities of the Association; receive and give receipts for monies due and payable to the Association, from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article
VII of the By-Laws; and in general, perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Treasurer shall also serve as a member of the Finance Committee.
Section 8. Secretary: The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with provisions of these By-Laws, or as are required by law; be custodian of the corporate records and of the seal of the Association, and see that the seal of the Association is affixed to all documents, the execution of which, on behalf of the Association, under its seal, is duly authorized in accordance with provisions of these By-Laws; keep a register of the post office address of each Member and Affiliate Member, which shall be furnished to the
Secretary by each Member and Affiliate Member; and in general, perform all duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 9. Executive Director: The Executive Director shall be selected by the Board of Directors and be directly responsible to the President in all his duties and shall perform such duties as are incident to his office as the chief administrative officer of the Association and under the direction of the President. The Executive Director shall also serve as an ex-officio non-voting member to all Standing Committees.
ARTICLE VI – COMMITTEES
Section 1. Committees: The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, who, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors, but the designation of such committees and the delegation thereof of its authority, shall not operate to relieve the Board of Directors, or any individual Directors, of any responsibility upon it or him by law. Any action or decision by any committee shall be subject to review by the Board of Directors. Employees of this Association may only be non-voting members of committees. The following committees shall be known as “Standing Committees” composed of persons or individuals, as hereinafter provided, who shall be appointed annually:
(1) Accreditation Committee: To be composed of not less than five (5) committee members, whose purpose shall be to plan, program and establish academic and administrative criteria for all Association accredited Members as may be adopted by the Board of Directors; to
develop and provide policy, procedures, and guides to enable Members to meet accreditation standards; to review annually the compliance of Association accredited Members with Association academic standards and qualifications. The voting committee members shall be Directors and the
chairperson shall be appointed by the President. The committee may have non-voting members that do not have to be Directors.
(2) Athletic Committee: To be composed of not less than five (5) committee members, whose purpose shall be to establish, plan, and program rules and regulations governing the internal athletic programs and competitive athletic programs of member schools and related activities. Members of the committee shall be Directors and the chairperson shall be appointed by the
President. The committee may have non-voting member that do not have to be Directors.
(3) Executive Committee: To be composed of the President, Vice-President, Secretary, Treasurer, and Chairmen of the Standing Committees. The duties of the Executive Committee are as follows: Shall meet as needed or on call of the President, and for the specific purpose called, which may be the performance of any and all acts authorized by the charter and By-Laws. The
Executive Director is an ex-officio non-voting member of the Executive Committee and the remaining members of the Executive Committee may convene without his presence, so long as written notification to the Executive Director is provided by either by US mail or electronic mail.
Section 2. Appointment and Removal: The President of the Association shall appoint the members of all committees. Any member of any committee, or the Chairman thereof, may be removed by the person or persons authorized to appoint such member, whenever in their
judgement, the best interests of the Association shall be served by such removal.
Section 3. Term of Office: Each member of a committee shall continue as such until the next annual meeting of the members of the Association, or until his successor is appointed, unless the committee be sooner terminated, or unless such member be removed from such committee, or
unless such member shall cease to qualify as a member thereof.
Section 4. Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.
Section 5. Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Notice: The Chairman of a committee shall give at least three days’ notice of any committee meetings, whether the same be called by the chairman thereof, or by a majority of the members of such committee.
Section 7. Rules: Each committee may adopt rules for its own government, not inconsistent with these By-Laws, or with rules adopted by the Board of Directors.
ARTICLE VII – CONTRACTS, CHECKS, DEPOSITS & FUND
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these By-Laws, to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc: All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association, in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-President of the Association.
Section 3. Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association, in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts: The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.
ARTICLE VIII – BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its members. Board of Directors, Standing Committees, and committees having authority of the Board of Directors, shall keep a record giving the names and addresses of the members thereof entitled to vote. All books and records of the Association may be inspected by any officer of the Association, a member of the Board of Directors, or any Member, or its agent or attorney, for any proper purpose, at any reasonable time and place.
ARTICLE IX – FISCAL YEAR
The fiscal year of the Association shall begin on the first day of July and end on the 30th day of June.
ARTICLE X – DUES
Section 1. Annual Dues: The Board of Directors may determine from time to time the amount of annual dues payable for the Association by its Members and Affiliate Members.
Section 2. Payment of Dues: Dues of members shall be payable at such time and under such conditions as may be prescribed from time to time by the Board of Directors.
Section 3. Default and termination of Membership: When any Member or Affiliate Member of the Association shall be in default in the payment of any dues or assessments for a period of three months from the due date thereof, its membership may thereupon be terminated by the Board of Directors, in the manner provided for in Article II of these By-Laws.
ARTICLE XI – SEAL
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle, and shall have inscribed thereon the name of the Association, and the words, “Corporate Seal”.
ARTICLE XII – WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the laws of Alabama, or under the provisions of the Article of Incorporation, or the By-Laws, of the Association, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII – AMENDMENTS TO BY LAWS
These By-Laws may be altered, amended or repealed, and new By-Laws may be adopted by a majority of the Directors present at any regular meeting, or at any special meeting, if at least ten (10) days written notice is given to all members of the Board of Directors of intention to alter,
amend or repeal, or to adopt new By-Laws at such meeting.
IN WITNESS WHEREOF, the Board of Directors has unanimously ratified and adopted the foregoing as the By-Laws of this Association, this the 17th day of April, 1971. Revised by the Board of Directors majority vote or a quorum of the Board of Directors on 10/8/77, 12/8/79, 1/30/82, 9/15/84, 6/29/85, 9/26/87, 9/28/02, 4/24/04, 7/19/06, 11/21/14, 7/15/16 and 10/16/19.