ARTICLE I. NAME

1.1 Name

The name of the Association shall be the National Association for Professional Development Schools (NAPDS – here and after referred to as the Association). The Association is an eleemosynary corporation registered in the State of South Carolina.

ARTICLE II. PURPOSE

2.1 Vision Statement

NAPDS will be the leading organization to support and advocate for professional development schools.

2.2 Mission Statement

NAPDS advances the education profession by providing leadership, advocacy and support to sustain professional development schools as learning communities that improve student learning, prepare educators through clinical practice, provide reciprocal professional development, and conduct shared inquiry.

 

2.3 Achieving the Mission

The mission of the Association shall be achieved through:

  • A leadership structure committed to advocating for Association members. The president-elect, president, and immediate past-president posts must represent members of the P-12 and college/university communities at all times; 
  • A website and other media for sharing knowledge, pertinent news and announcements with the membership;
  • A refereed publication(s) to disseminate the best research, curricular models, and successful policies in the Professional Development School community; and
  • An annual conference committed to sharing the most effective partnership work across P- 12/and college/university collaboration as well as other events or conferences sponsored or endorsed by the Association.

ARTICLE III. MEMBERSHIP AND AFFILIATIONS

3.1 Eligibility

Eligibility for membership shall be based on present or past active interest and/or participation in Professional Development Schools.

3.2. Membership

Members in good standing  shall include any eligible persons who are current in payment of their dues and who have not been dismissed from  membership at any time. Individual members have rights and privileges of membership, including the right to attend business meetings of the Association, to participate in its affairs, to receive the publications of the Association, and to vote for election of officers. Only members from the P-12 and college/university communities may serve as Officers or members of the Board. 

Types and levels of membership, including affiliations with other organizations, may be developed and approved by the Executive Leadership Committee as needed.

3.3 Dues

Membership dues shall be determined by the Executive Leadership Committee and are to be paid annually.

3.4 Duties and liability.

In discharging duties related to the Association, no member of the Association shall be personally liable for any actions taken or commitments made in good faith by themselves or any other member or by the membership at large.

ARTICLE IV. THE ASSOCIATION LEADERSHIP

4.1. Composition.

Individuals who serve as the Association Leadership must be members of the association in good standing. 

The Executive Leadership Committee shall be composed of seven (7) members, including the Past President, President, President-Elect, Secretary, and three (3) at large directors. The Executive Leadership Committee shall have voting privileges on all matters of business of the Association. Each shall have one vote. All decisions are controlled by simple majority vote. 

The Association shall maintain the committees listed herein and the president shall nominate chairs and editors for each.  The  Executive Leadership Committee  shall approve each nomination by simple majority vote.

– The chair of the Conferences and Programs Committee
   3 year term (shall not serve more than 2 consecutive terms)

– The chair of the Membership and Elections Committee
  3 year term (shall not serve more than 2 consecutive terms)

– The chair of the Communications Committee
  3 year term (shall not serve more than 2 consecutive terms)

– The chair of the Awards Committee,
  3 year term (shall not serve more than 2 consecutive terms)

– The chair of the Policy, Advocacy and External Relations Committee
  3 year term (shall not serve more than 2 consecutive terms)

– The chair of the  Publications Committee
  3 year term (shall not serve more than 2 consecutive terms)

– The chair of the Anti-Racism Committee
  3 year term (shall not serve more than 2 consecutive terms)

– The Editors of Publication(s)
  3 year term (shall not serve more than 2 consecutive terms)

The Executive Leadership Committee shall also appoint editors for the Association’s publications.

In making these appointments, the Executive Leadership Committee shall attend to diversity, regional representation, and equitable representation of P12/college and university educators. Co-Chairs may be appointed in lieu of one individual at the discretion of the President with approval of the Executive Leadership Committee

Ad Hoc Committees and Task Forces

At the discretion of the President, ad hoc committees (charged with a specific function and dissolved after the completion of the charge) and task forces (created to accomplish a specific task and dissolved after completion of the task) may be formed for special projects and tasks. The President shall appoint Chairs of ad hoc committees  who will report to a member of the Executive Leadership Committee as designated by the President.

At the discretion of the President, a representative(s) of NAPDS may be appointed to committees and task forces with other institutions in accordance with the terms of any collaborative agreement.

4.2 Members of Association Leadership

Executive Leadership Committee

The Executive Leadership Committee consists of the President-Elect, President, Past-President, At-Large Board Members (3), and Secretary. The Association will hold annual elections to fill vacancies on the Executive Leadership Committee. President-elect and At Large Directors terms will be staggered with balanced representation from P-12/ and college/university. 

President-Elect, At-Large Directors and Secretary

The members of the Association shall elect the President-Elect, Board of Directors, Secretary and Treasurer. New leadership members are installed on the first day of the association’s fiscal year.

4.2.1 The President-Elect  (shall not serve more than one term)

Year One President-Elect

Year Two President

Year Three Past-president

4.2.2 At Large Directors

Each Director  shall  serve a term three years in length. (shall not serve more than two terms)

4.2.3 Secretary

Secretary shall serve a term three years in length (shall not serve more than two terms)

4.3 Responsibilities.

The Executive Leadership Committee shall manage the affairs of the Association.  Each person on the Executive Leadership Committee shall serve on at least one  standing committee, ad hoc committee or task force.  Elected leadership members shall not chair standing committees, but may chair ad hoc committees and task forces

Each person on the Executive Leadership Committee shall have one vote, with all motions decided by a simple majority vote. The Executive Leadership Committee shall be responsible for setting policy and acting on all matters of concern to the Association.

Actions of the Association Leadership shall represent the interests of the general membership of the Association. The President shall communicate the official position of the Association to its members.

CONFLICT OF INTEREST 

The Executive Leadership Committee shall be required to exempt themselves from voting on Association issues that result in monetary gain to themselves or their business or if a conflict exists with an immediate family member.  A recusal shall have no effect on quorum.

4.3.1 Executive Leadership Committee Duties

4.3.1.1 The Past-President serves during the third year of the presidential triad and shall serve as the Association’s parliamentarian and advisor to the President,  shall review and make recommendations for revisions to the ByLaws and orient new members of the Association Leadership.

4.3.1.2 The President serves during the second year of the presidential triad and shall preside at Association Leadership, business meetings, presidential triad meetings, finance committee meetings  and shall have general supervision of the affairs of the Association. The President, or a designee, shall express policy of the Association in the organization’s official publications.

4.3.1.3 The President-Elect serves during the first year of the presidential triad and  shall automatically succeed the President after the completion of a one-year term. In the absence of the President, the President-Elect shall assume the duties of the President.

4.3.1.4 The Association shall have three (3) Directors, hereinafter referred to as the At-Large Directors, who shall each serve a three (3) year term. One Director shall be elected each year. The At-Large Directors oversee the compliance of all ByLaws and annual budget.  The At-Large Directors shall oversee the activities of the Association Leadership and other responsibilities as conferred by the President. The At-Large Directors shall be members of the Finance Committee. 

4.3.1.5 The Secretary shall issue notices of Association Leadership and business meetings of the Association and keep and publish minutes thereafter. The secretary shall serve as a Custodian of Funds and have authorization to the bank account(s) along with at least one other designee selected by the Executive Leadership Committee  

Financial Oversight

4.3.1.6 At the beginning of each fiscal year the Executive Leadership Committee shall designate at least two individuals to serve as Custodians of Funds for the Association. One Custodian of funds shall  be the association Secretary. The other Custodian(s) of funds may be any NAPDS member or employee at the discretion of the Executive Leadership Committee.  Additionally, a designee appointed by the Executive Leadership Committee shall keep regular books of the account(s). The Executive Leadership Committee will contract with a CPA to provide financial review and financial reporting.

4.3.1.6.1 The CPA contracted by the association shall act as the Association’s contact for the U.S. Internal Revenue Service and be responsible for matters pertaining to the Association’s tax status and compliance with U.S. Internal Revenue Service regulations.

4.3.1.6.2 The Custodians of Funds shall countersign all investments as required and shall be authorized to collect and disburse all funds of the Association  providing the activity is consistent with the Association’s approved budget.

4.3.1.6.3 The Custodians of Funds  shall be authorized to make payments that are consistent with the Association’s approved budget.  

4.3.1.6.4 The Custodians of Funds  may not make unbudgeted payments.  Unbudgeted items must undergo approval by the Executive Leadership Committee by a majority vote. 

4.3.1.6.5 The President in collaboration with the Custodians of Funds and the CPA  will be responsible for preparing and presenting an annual financial report at the annual general membership  meeting. In addition, the Custodians of Funds  and President will provide quarterly budget activity to the members of the Executive Leadership Committee.

4.3.1.6.6 The Custodians of Funds shall be responsible for receiving Association funds and for keeping all appropriate records of the Association. In the event of a change in Custodians of Funds, the association  shall have 30 days to transfer funds and accounts to the incoming Custodian(s) assuring there are always a minimum of two Custodians. During that 30-day period, an internal review shall be required by the CPA. Additional audits, either internal or external, may be requested at any time by the Executive Leadership Committee.

4.3.1.6.7 The President-Elect, President, Past-President, and will assume responsibility for developing an annual budget.  The budget shall be approved by the Executive Leadership Committee with a majority vote.

4.3.1.6.8 At the beginning of each fiscal year, The Executive Leadership Committee shall designate individuals who may sign contracts or enter into credit agreements on behalf of the association.  One designee shall be the President.  Any other designee must be from the Executive Leadership Committee or an employee of the association.

4.3.1.6.9 At the beginning of each fiscal year, the Executive Leadership Committee shall designate individuals who may hold an association credit card exclusively for expenditures of the association.

4.3.1.6.10 A Finance Committee shall meet quarterly to provide financial oversight and review the budget and financial statements of the association.  This committee shall make recommendations to the Executive Leadership Committee regarding financial soundness.  The committee shall consist of the President and the three (3) At large Board Members.  Additional members may be appointed at the discretion of the President.

 

4.3.2 Committee Chairs

Committee Chairs provide oversight to carry out the charge of their respective committee.  Committee Chairs provide regular updates to the Executive Leadership Committee.  Each Chair shall recruit other committee members to assist with the work of that committee. Committee members must be association members in good standing. Each committee chair shall provide a roster of members to the Executive Leadership Committee each year. Each committee Chair shall recruit  members who represent both P-12 and college/university PDS experience. All policy and procedural recommendations from committees shall be subject to approval by the Executive Leadership Committee.  Chairs of each standing committee will advise the Executive Leadership Committee and may be invited to attend Executive Leadership Committee meetings at the discretion of the president.

4.3.2.1 The Conferences and Programs Committee shall be responsible for developing regular initiatives and events. This committee shall coordinate and supervise Association program activities and shall coordinate with other committees and  the Executive Leadership Committee.  The annual Conference committee shall be a sub-committee of this group.  The Committee Chair recommends  annual Conference Chair(s) for approval by the Executive Leadership Committee.  The Committee Chair will serve on the annual conference committee and be the liaison between the Executive Leadership Committee and theannual Conference Chairs.  Sub-committees may be formed with the approval of the Executive Leadership Committee.

4.3.2.2 The Membership and Elections Committee shall be responsible for designing, developing, and implementing strategies for increasing and maintaining membership. This committee shall be responsible for the creation and implementation of recruitment literature, shall solicit and vet all nominations for the elected members of the Executive Leadership Committee, and shall provide a slate consisting of a minimum of two nominees for each office,to be voted on by the membership at large. Sub-committees may be formed with the approval of the Executive Leadership Committee. 

4.3.2.3 The Policy, Advocacy and External Relations Committee shall administer any liaison activities between the Association and those groups and committees at the federal, state and local levels and other professional organizations that concern the work of the Professional Development School movement. Sub-committees may be formed with the approval of the Executive Leadership Committee.

4.3.2.4 The Communications Committee shall be responsible for developing and monitoring all communications of the Association including email, website, social media, and all other communications the Executive Leadership Committee may authorize. Sub-committees may be formed with the approval of the Executive Leadership Committee

4.3.2.5 The Awards Committee shall be responsible for soliciting and selecting settings, groups and/or individuals for special recognition by the Association. 

4.3.2.6 The Publications Committee shall be responsible for the oversight , distribution and quality of all the association’s endeavors related to publications including all journals, newsletters, blogs, books, endorsements, and other publications of the association.  This committee shall include the appointed editors of the association’s journals/publications who will work in cooperation with the Chair. The Chair may appoint additional committee members as needed. Sub-committees may be formed with the approval of the Executive Leadership Committee

4.3.2.7  The Anti-Racism Committee shall articulate the values of diversity in all its dimensions including but not limited to race, gender, gender identity, ethnicity, nationality, sexual orientation,  physical abilities, and others. The committee works towards equity, inclusion, and social justice and develops goals and initiatives which embrace an organizational culture that is strengthened by multiple perspectives.

4.4 Resignation and Vacancies.

Any Association Leadership member may resign at any time by giving written notice to the President. The resignation shall be effective upon receipt by the President or at a subsequent time as specified in the notice of resignation. Any Association Leadership member may be removed by a simple majority vote of the Executive Leadership Committee. Removal can be with or without cause at any time.

4.4.1 To fill a vacancy on the Executive Leadership Committee with a remaining term of more than one year, the committee shall call for a special election to be held within 60 days of the effective date of the resignation or removal.  The Executive Leadership Committee retains the authority to appoint an interim officer until the special election can be held. Voting to fill the  interim office shall be by a simple majority vote of those members who cast votes. 

4.4.2 To fill a vacancy on the Executive Leadership Committee with a remaining term of less than one year, the president may appoint a member in good standing to fill the position with a majority vote of the Executive Leadership Committee.

4.4.3 To fill a vacancy of a committee chair or editor, the Executive Leadership Committee shall appoint a person(s) to complete the term.

4.5 Indemnification 

The Association may indemnify each Officer and Director, including former Officers and Directors, to the full extent permitted by the laws of South Carolina.  The Association shall maintain general liability and officers and directors liability insurance policies. The Association shall have the power to indemnify any Director or Officer or former Director or Officer of the association against reasonable expenses, costs and attorneys’’ fees actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he/she is made a party by reason of being or having been a Director or Officer. The indemnification may include any amounts paid to satisfy a judgment or to compromise or settle a claim. The Director or Officer shall not be indemnified if he shall be adjudged to be liable on the basis that he/her has breached or failed to perform the duties of his/her office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a Director or Officer for reasonable expenses to be incurred in connection with the defense of the action, suit or proceeding, provided that the Director or Officer shall reimburse the association if it is subsequently determined that the director or officer was not entitled to indemnification. The Association may make any other indemnification as authorized by the articles of incorporation or bylaws or by a resolution adopted after notice by the members entitled to vote. As used in this section, “Director” means any person who is or was a Director of the Association and any person who, while a Director of the Association, is or was serving at the request of the Association as a Director or Officers.

4.6 Contracts and Services.

Any contract, transaction, or act on behalf of the association  shall be consistent with the Association’s approved budget and shall not violate the ByLaws of the association, Articles of Incorporation, or laws of the State of South Carolina. Contracts may only  be signed  by the designees who were approved for this function by the Executive Leadership Committee at the beginning of each fiscal year. Any contracts with a liability of more than $2,500 will require authorization by a majority of the Executive Leadership Committee.

4.7 Compensation.

Association Leadership members shall not receive compensation for their services, but may be reimbursed for expenses related to NAPDS.

 

ARTICLE V: MEMBERSHIP  MEETINGS

5.1 General Business Meeting of Members.

The general business meeting of the Association shall be held annually. This meeting may be held virtually or in person.  At this meeting, the Association Leadership shall report on business transacted over the prior year as well as plans for future work. The agenda for the meeting shall be announced by advanced written notice.  The date, time and place for each meeting shall be decided by a simple majority vote of the Executive Leadership Committee. This meeting may be held virtually at the discretion of the Executive Leadership Committee

5.2 Voting.

At every duly called meeting of members, each member whose dues are current shall be entitled to one vote. All motions shall be decided by a simple majority vote. The Chair of the Membership and Elections Committee shall make and certify a complete list of member names and contact information of those members entitled to vote at membership meetings. This list will be available at meetings for convenient reference and as prima facie evidence as to the members entitled to vote and examine the list.

5.3 Governance of Membership Meetings

In all cases to which they apply and do not conflict with the provisions of the bylaws, Robert’s Rules of Order, most current edition, shall govern business meetings of the Association. At any duly called (non-Association Leadership) meeting, the membership of the Association present shall constitute a quorum. A duly called meeting shall be announced by written notice (postmarked or electronically validated) at least thirty days in advance.

5.4 Executive Leadership Committee.

The Executive Leadership Committee shall  meet at least quarterly  with further meetings as determined by the President.  In all cases to which they apply and do not conflict with the provisions of the bylaws, Robert’s Rules of Order, most current edition, shall govern Executive Leadership meetings of the Association. Meetings shall be announced by written notice (postmarked or emailed) at least ten days in advance.  A simple majority of the Executive Leadership Committee, including the President or President-Elect, must be present to constitute a quorum. Meetings can be conducted virtually or in person.

 ARTICLE VI. NONPROFIT OPERATION

The Association will not have nor issue shares of stock. No dividends shall be paid. No part of the income or assets of the Association will be distributed to its Members, Officers, or Directors without full consideration. Gifts of recognition to members may be given not to exceed $500 per individual.  No Member of the Association has any vested right, interest or privilege in or to the assets, property, functions, or activities of the Association. The Association may contract in due course with its Members, Officers, or Directors without violating this provision.  Scholarship and Grant Funds may be allocated and awarded at the discretion of the Executive Leadership Committee.

ARTICLE VII. EXEMPT ACTIVITIES

No member of the Association or representative of the Association shall take any action or carry on any activity on behalf of the Association not permitted to be taken or carried on a tax exempt organization under the Internal Revenue Code as it now exists or may hereafter be amended, or by an organization to which contributions are deductible under such Code. No Association money shall be used to lobby any local, state, or federal government agency.

 ARTICLE VIII. AMENDMENT

These Bylaws may be revised, or replaced or new Bylaws adopted, only upon a simple majority vote of the members of the Association who cast a vote. Before being brought to the membership for a vote, the proposed changes shall be  presented to the Executive Leadership Committee for approval by a simple majority vote.  Once approved by the Executive Leadership Committee,   the revised or new bylaws shall be  presented in writing to the entire membership via email at least thirty days before the vote.  A vote may be taken at a regular business meeting of the Association or via electronic ballot at any time during the year.

ARTICLE IX.  DISSOLUTION

Dissolution of the Association will only occur when moved, seconded, and carried by a simple majority of the members who vote. Should the Association be dissolved, then the Association’s assets,  less any liens and outstanding debts will be distributed to projects related to professional development schools chosen by the Executive Leadership Committee.