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ASSOCIATION OF AMERICAN SCHOOLS THE CONSTITUTION
ARTICLE I: TITLE AND DEFINITIONS: Section
I - Title: The name of this Association shall be
the Association of American Schools in Section
II - Definitions: An American sponsored and/or
international school is an elementary and/or secondary school whose primary
language of instruction is English, which has a Chief Administrative, is accredited
by an organization recognized and approved by AASSA, has governance
characteristics similar to those described in U.S. regional association
governance standards, and adheres to the principles, purposes and objectives of
the Association. ARTICLE II: OBJECTIVES AND AUTHORITY Section
I - Objectives: The objectives and purposes of the
Association shall be, exclusively, educational and scientific within the
meaning of Sections 501(c)(3), (4) and (7) of the
United States Internal Revenue Code of 1954, as the same may be amended. To this
end, the exclusive purposes for which the Association is formed are: to discover and develop ways and means
for improving understanding through international education; to improve upon
the quality of teaching and learning in Association schools; to facilitate
communication and cooperative action between and among all Association schools; and to facilitate cooperative action
with national, state, local or non-governmental agencies in the field of
international education. Section
II - Authority: The Association is organized and shall
be operated exclusively for educational purposes. It shall not have authority
to issue capital stock. It shall not be conducted or operated for profit, and
no part of the net earnings of the Association shall accrue to the benefit of
any member or individual, nor shall any of such net earnings or any of the
profits or assets of the Association be used other than for the objects and
purposes of the Association. The Association shall not directly or indirectly
participate or intervene in (including the publishing or distributing of
statements), any political campaign on behalf of or in opposition to any
candidate for public office. In the event of liquidation or
dissolution of the Association, whether voluntary or involuntary or as a consequence
of law, the property or other assets of the Association, or any proceeds
thereof, shall be distributed to such non-profit organizations, which shall
have received notice of exemption from federal income taxes under Section 501
(c)(3) of the Internal Revenue Code or such corresponding section or sections
as may be from time to time in force, as the members of the Association, by
majority vote thereof, shall determine and none of such property, assets or
proceeds shall be distributed to, or divided among, any of the members of the
Association. ARTICLE III: MEMBERSHIP Section I - Types
of AASSA Memberships: 1. Regular Membership in AASSA Open to all school units which share the objectives and purposes of AASSA as stated in its Constitution and By-Laws, and which meet the definition (Article I, Section II). 2. Invitational Membership in AASSA Open to school units which meet the requirements for Regular
Membership. Invitational members have no vote in AASSA Meetings. 3. Supporting Membership in AASSA Open to publishers and manufacturers of educational materials
and equipment and other businesses
and organizations interested in supporting the aims of the Association. Supporting
members have no vote. 4. Individual
Membership in AASSA 5. Honorary Membership in AASSA Granted on rare occasions to persons selected by the Board of Trustees
as a mark of high esteem and of appreciation for services to the
Association. Honorary members have no
vote. Section II - Dues
and Terms of Membership: 1. Membership dues are established by the Board of Trustees for the following categories of membership: Regular, Associate, Supporting, and Individual.
2. Term of Membership: Shall be annual from July 1 through June 30. Dues are payable in full by September 15th each year. 3. Termination of Membership:
Membership shall cease in the following circumstances: (a) voluntary
cancellation of membership in writing to the Executive Director, or (b)
termination of membership for non-payment or habitual delinquent payment of
fees (dues and services), or (c) non-compliance with the eligibility
requirements for membership in AASSA. 4. There are no dues levied for honorary members.
Section
III - Other Fees: The Board may authorize any fees for services
it deems necessary and appropriate as a normal part of the ongoing budget
approval process. Conference
registration fees are not included in any membership dues. Section IV - Term and
Benefits of Membership The term of membership shall be
on an annual basis for each academic year. 1. Regular Members: a) Shall
receive copies of Association Publications. b) Are
eligible for registration at all AASSA-sponsored events and may receive
all AASSA services at prevailing charges. 2. Invitational Members a) Shall
receive copies of Association Publications. b) Are eligible for registration at all AASSA sponsored
events and may be
included in all AASSA services by payment of extra fees if the logistics and pre-published
guidelines governing the delivery of the
service or event permit inclusion of the invitational member. 3. Supporting Members: a) Shall
receive copies of Association Publications. b) Are
entitled to attend and exhibit at selected events. Section V - Delegates and
Voting Rights: Member schools shall be represented by their
chief administrator, or his/her designated representative. Each regular member
shall have one vote.
ARTICLE IV: OFFICERS AND TRUSTEES Section I - Board: The Board
of Trustees shall have all the powers and duties necessary or appropriate for
setting the overall direction of AASSA. The officers and Trustees of this
Association shall be chief administrators of the member schools in good
standing, defined as those schools which are up-to-date with their annual
member dues and any AASSA purchasing or other service accounts. Section II - Officers: The officers of the Association shall be
Section III - Trustees: The Board of Trustees
shall consist of the President, Vice President, Secretary and Treasurer, two Trustees-at-Large,
and the Immediate Past-President, for a term of one year as an ex-officio
member if the immediate past-president is available to serve. Each Board member
shall be elected for and serve a three year term. A Board member may serve for a
maximum of six consecutive years, at which time he/she must stand down for at
least 2 years before being eligible for election again. Section IV - Compensation: No
compensation shall be paid to the Trustees for their service to AASSA as
members of the Board of Trustees for their service to AASSA as members of the
Board of Trustees. Trustees may be
reimbursed for actual expenses incurred in the performance of special duties as
approved by the Board. Section V - Extreme
Situations: In the event of
major economic, political, social or other events which prevent the Annual General
Meeting of the Association, the terms of the Trustees shall be extended until
the Board is again able to meet.
Furthermore, the Trustees are authorized to replace their membership by
majority vote of those able to meet in person or by email, mail, or fax for
such purpose. In this event, the Board
of Trustees shall act in all matters on behalf of the Association regardless of
normal constitutional restrictions. Section VI - Removal
of Trustees: At any annual or duly called meeting of the Board,
any Trustee may be removed with just cause by a majority vote of the Board of Trustees
of record. A determination of just cause
shall involve either two consecutive unjustified absences from regular meetings,
acting in a manner deemed detrimental to the Board or Association, acting in an
unethical manner, or no longer complying with the provisions of Article II,
Section I of the Constitution. A
successive Trustee may then and there be elected to fill the vacancy thus
created. Any Trustee whose removal has
been proposed shall be given at least 30 days' notice of the intent to
take such action and an opportunity
to be heard at this meeting. If so decided by the Board, the Trustee's removal
will be with immediate effect. Upon
reconsideration by the Board, however, such member may be reinstated. ARTICLE V:
NOMINATIONS AND ELECTIONS: Section I - Elections: A slate of candidates proposed by the
Nominating Committee shall be presented at the Annual General Meeting of the
Association, and each member school in good standing shall have one vote. For schools unable to attend the Annual General
Meeting, voting may be done by absentee ballot in accordance with guidelines
established by the nominating committee. The names of individual candidates may
also be placed in nomination from the floor. Election to vacant positions shall
be by secret ballot and determined by the candidates receiving the highest
number of votes cast. In the event of a
tie, there will be an immediate secret ballot election. Should a Board member leave office before
his/her term expires, the Board of Trustees may either appoint a replacement or
leave the position open until the next general election. In either case, the remaining time in the
term of office shall be filled by the individual elected by the membership at the
next Annual General Meeting. ARTICLE VI: COMMITTEES: Section
I - Nominating
Committee:
The Nominating Committee shall consist of three members of the Association, all
of whom shall be appointed by the President with the consent of the Board of Trustees
no later than September 30th of each year.. The Nominating Committee shall solicit
interest in serving on the Board from the heads of member schools. The committee will recommend a slate at the Annual
General Meeting. When proposing the
slate, the Nominating Committee will consider the composition of the full Board,
including the positions open with respect to: 1.
Representation of schools of various
levels of school enrollment (small, medium, and large schools); 2. Representation of schools from the northern,
central and southern regions of the Association; 3. The likelihood that the candidate(s) will be
able to fulfill the full term to which he/she may be elected; 4.
Ability of the candidate(s) to attend Board meetings as scheduled throughout
the year. Section II - Other Committees: Other Committees as needed from time to
time shall be appointed by the President with the approval of the Board of Trustees.
The President shall be an ex-officio member of all committees. ARTICLE VII: EXISTENCE OF
THE ASSOCIATION Section
I - The existence of the Association shall be perpetual unless
or until such time as the Association is dissolved under the procedures
established in Article II, Section II, of the Constitution.
ARTICLE VIII: LIABILITY Section I - Liability of
Members: The private property of the members,
officers and Trustees of the Association and their representatives shall not be
subject to the payment of Association debts to any extent whatsoever. Section II Liability of Organizations:
No organization affiliated with or engaged in business with AASSA shall
have any obligation in respect to the liabilities of the Association or its
member schools. ARTICLE IX: AMENDMENTS Section I - These articles may be amended or altered by a majority vote
of the delegates present and voting at the Annual General Meeting of the
Association. Each proposed amendment shall be made available to regular members
at least thirty days prior to the meeting. Section II Article II
may not be amended in such a manner as to impair or alter the non-profit,
nonpolitical basis of the Association.
ASSOCIATION OF AMERICAN SCHOOLS
I.
ADDRESS II. MEETINGS The Annual General Meeting shall be held during December
unless otherwise specified by the Board of Trustees and upon its giving member
schools 30 days' notice in writing.
Special meetings may be called at the discretion of the Board of Trustees
upon 30 days notice. III. QUORUM IV.
PROCEDURES The Board shall
require the Executive Director to compile a written administrative operations
manual that complies with Board policy.
Board approval of administrative policy/procedure shall not be required,
but the Board may assure compliance with Board policy through the review of
such policy/procedure. Meetings
of the Association will be conducted according to Roberts Rules of Order. If deemed
appropriate by the President, Board decisions may be sought and reached by a
simple majority of the Board via email.
Such decisions will be confirmed and minuted at the next Board meeting. V. DUES VI. RESPONSIBILITIES
AND AUTHORITY
They shall: a) Meet
at the request of the President or the majority of the Board. b) Establish
annual dues and conference registration fees. c) Keep
adequate records of all meetings and financial decisions and report these to the
membership. d) Review
and approve actions of the officers and Trustees. e) Accept,
review and act upon applications for membership in AASSA. f) Prepare
programs for the Annual General Meeting of the Association. g) Oversee
AASSA's finances by approving the annual budget, selecting
the auditor and annually reviewing and approving the financial audit, designating financial
institutions in which funds of the
organization may be deposited, and determine signatory rights for AASSA
accounts. 2. President:
It shall be the duty of the President to preside, or to arrange for presiding officers, at all meetings, and,
in conjunction with the Board of Trustees,
to prepare programs for the Annual General Meeting of the Association; and to appoint, with the
approval of the Trustees, all committees. He/She
shall be chair 3. Vice-President: The Vice-President, in the absence of the President,
shall perform all of the duties pertaining to the office of the
President. 4. Secretary:
The Secretary shall be responsible for keeping the organization's records, specifically the minutes of
meetings and Board correspondence. The Secretary will be deputized as
President in the absence of the President and Vice-President.
5. Treasurer:
The Treasurer is expected to: (1) periodically review, with the Executive Director, the consistency of
management practice with the adopted policies
of the Board of Trustees related to financial planning, budgeting, financial conditions and activities,
and the protection of assets, reporting to the
Board of Trustees according to a schedule and plan adopted by the Board; and (2) advise the Executive Director on
issues and questions he/she raises related
to the annual budget, providing recommendations and comments on the final draft to the Board of Trustees. 6. Executive Director: The Executive Director shall be the chief
executive officer of AASSA,
serving as an ex-officio, non-voting member of the Board and reporting directly to the Board. As such, he/she shall be responsible for carrying out the mission and annual
goals of the organization; providing professional
advice and assistance to the Board; hiring, releasing and delegating work to staff members; acting as
an authorized signatory on AASSA's
behalf as designated by the Board; and performing other duties as designated in the Board-approved job
description. 7. Trustees-at-Large: The duties of the Trustees-at-Large shall be
as assigned. 8. Conflict of Interest: Board members, as defined in Board policy,
must maintain loyalty to the
membership and avoid all forms of conflict of interest. 9. Indemnity:
AASSA shall indemnify and hold as harmless any Trustee, officer or employee from any suit, damage, claim,
judgment or liability arising out of, or
asserted to rise out of conduct of such person in her or her capacity as a Trustee, officer or employee except in
cases involving willful misconduct and/or
gross negligence. Indemnification
provided under this section shall comply
with and follow the requirements as provided by statute. VII. VACANCIES VIII.
AMENDMENTS Date
of Adoption of Revision by the Association: |