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Article I
Name
The name of the corporation shall be National Conference of Governor's Schools, Inc.
Article II
Definitions
Section 1
The term "Governor's School" is hereby defined as a residential,
state-affiliated, seasonal enrichment program of at least one week in length,
sponsored or sanctioned by the governor of the state or commonwealth as a
"Governor's School," usually with the word "governor" in
the title, and designed for selected students with special academic, creative,
artistic, and /or leadership talents.
Section 2
In these Bylaws the term, "National Conference," or the
initials, "NCoGS," may be used to designate the corporation, National Conference of
Governor's School, Inc.
Article III
Purposes and Powers
The National Conference of Governor's Schools , Inc. shall be devoted exclusively to educational, research, and charitable
purposes that promote, aid, and advance education, particularly as related to
Governor's School.
Section 1
The purpose of the NCoGS shall be:
- To provide a vehicle to exchange, develop and share
educational, instructional, cultural and enrichment resources, ideas,
information, curricula and material of all kinds, of and with
participating members and interested others, which may include but not be
limited to students and those associated with gifted or leadership
education, with the goal of strengthening programs of excellence at
existing Governor's Schools and of sharing their non-traditional
approaches with public and private schools, associations and institutions
of higher education.
- To promote, encourage, assist, counsel, and stimulate new
Governor's Schools and those in the planning stages, both in the United
States and abroad, with a goal of establishing Governor's Schools in all
50 states.
- To foster recognition of Governor's Schools as an
exciting innovation in education with benefits to the greater society, as
well as to individuals, and to cultivate awareness and interest of the
citizenry and of political, educational and media leaders in the unique
role of the Governor's Schools in advancing quality education and
preparing talented students for future leadership in a variety of fields.
- To encourage, stimulate and inspire Governor's Schools to
nurture ethical, personal, social, and civic responsibility in students,
faculty, and alumni.
- To stimulate, promote and engage in training, research,
and technical assistance either directly or contractually, and to prepare
and distribute publications and audio-visual materials of all kinds either
directly or contractually. The corporation may conduct and finance studies
and research in any and all fields, including the arts, sciences, and
education in keeping with the purposes and objectives of the National Conference of Governor's Schools .
- To work with, advise, and assist other associations with
similar or related interests in promoting mutual concerns and developing
programs and materials.
Section 2
The National Conference of Governor's Schools shall
be empowered to make and receive gifts and grants, levy dues and fees, and to
solicit, receive, and expend funds and property to carry out all purposes of
the corporation. NCoGS shall have the power to contract and be contracted with, invest funds,
rent, and buy facilities, to have and use a common seal and alter same, and
act in any business manner as a legal entity and enterprise not probated by
laws.
Article IV
Period of Duration
The period of duration of this corporation shall be perpetual
or until dissolved pursuant to law.
Article V
Memberships
Membership in NCoGS shall be open to all those actively engaged in
operation of Governor's Schools and those in related areas with an interest in
advancing the purpose of such schools. There shall be three classes of members,
as follows:
Section 1
Active Members: Those currently in good standing with NCoGS and actively engaged in
the operation and development of existing Governor's Schools, as defined in
Article II of these Bylaws, and those currently involved in setting policy for
such schools may be active members. These shall include directors,
administrators, faculty, and staff of the Governor's Schools, Board and
Advisory Board members where such board members are directly involved in
policy decisions for the schools, and the overall chief administrator of the
state's Governor's School or Schools.
Section 2
Associate Members: All those interested in advancing the purposes
of the Governor's Schools who do not qualify for active membership may be
associate members if currently in good standing with NCoGS.
Section 3
Honorary Members: Members of NCoGS may award honorary membership to individuals
by a majority vote of approval by the Board. Such an award must be based on
exceptional service to Governor's Schools.
Section 4
The membership year shall run from November 1 to October 31.
Article VI
Board of Directors
Section 1
General Powers: A Board of Directors shall manage the affairs of the
Corporation. Only Active Members may serve on the Board of Directors, except
as specifically directed in these Bylaws.
- The Board of Directors shall have supervision, control,
and direction of the affairs of NCoGS ; shall determine its policies or
changes therein within the limits of the Bylaws; shall actively prosecute
its purposes; and shall have discretion in the disbursement of its funds.
The Board may adopt such rules and regulations for the conduct of its
business as shall be deemed advisable, and may, in the execution of the
power granted, appoint such agents, as it may consider necessary.
- The Board of Directors shall prepare rules for the
orderly conduct and procedure of annual and special meetings of NCoGS , however, these
rules shall not conflict with the provisions of the Bylaws.
- No officer or director of NCoGS shall receive compensation or payment,
except as reimbursement for actual expenditures and reasonable
compensation for services actually made or rendered to or for this
corporation.
Section 2
Number and Selection:
- Each state with a Governor's School in operation shall be
eligible to select two Directors from among its active members to serve on
the Board of Directors.
- In addition, the nominating committee of NCoGS shall recommend to
the board of directors five at-large directors to serve on the Board. All
directors shall be eligible for re-election.
- Between meetings of the Board of Directors a seven member
Executive Committee shall conduct the routine affairs of NCoGS . The Executive
Committee shall include the officers, the immediate past president, and
two other members elected by the Board to equal seven. The Executive
Committee shall exercise any and all powers of the Board in the management
of the affairs of the corporation, except that which may be reserved for
the Board only, by specific direction of the Board.
- Each state shall be free to select its own method of
choosing the two Directors and shall send a letter to the NCoGS Secretary listing the
Directors and the state's method of selecting them. The Membership
Committee of the Board shall certify directors.
Section 3
Terms of Office
Terms of office of the Directors and Executive Committee
shall be for two years.
Section 4
Resignation or Removal
Any director may resign at any time by giving written notice
to the President of the Board of Directors. Such resignation shall take effect
at the time specified therein, or, if no time is specified, at the time of
acceptance thereof, as determined by the President of the Board. Any director
may be removed for cause by a majority vote of the Directors at any regular or
special meeting at which a quorum is present.
Section 5
Vacancies
Any vacancies that may occur on the Board of Directors by
reason of death, resignation, or otherwise, shall be filled by the state of
origin of the vacated board seat to complete the term. The members of the
Board of Directors shall fill any vacancies on the Executive Committee to
complete the term upon presentation of a name or names by the Nominating
Committee.
Article VII
Election
Section 1
The Board of Directors shall be certified as specified in Article VI,
Section 3(d) and shall take office at the close of each biennial meeting.
Section 2
The President of the Board of Directors shall appoint a three to five
member Nominating Committee from the membership of the Board, with each member
representing a different state. Membership on the Nominating Committee must be
rotated among the states. Each member of the Nominating Committee shall serve
for one year, except that its Chair shall serve for two, but not more than two
years. The functions of the Nominating Committee shall be as follows:
- To recommend two Directors to serve on the Executive
Committee, as specified in the Bylaws, Article VI, Section 2 (c). The
committee shall present the names of their nominees to the Board of
Directors who must approve the nominations by a majority vote.
- The Nominating Committee shall select a slate of
officers, the names and addresses to be mailed to the Board of Directors
at least 21 days prior to the annual meeting each year, to be voted upon
by the board of Directors at the meeting. The officers shall take office
immediately after the adjournment of each biennial meeting.
Article VIII
Meetings
Section 1
Meetings: Except that the Board shall have a regular meeting at the time
and place of the biennial meeting, the Board shall meet upon call of the
President or shall be called to meet upon demand of a majority of its members.
Between biennial meetings the Board of Directors shall meet in a work session
to conduct the business of the organization. Notice of all meetings of the
Board of Directors and the Executive Committee shall be sent by mail or other
mode of transmittal to each member of the Board at his/her last recorded
address at least 21 days in advance of such meetings.
Section 2
Quorum
- Board of Directors: If proper notice of the meeting has
been given (21 days prior to meeting) one third of the Board of Directors
shall constitute a quorum. If less than 21 days notice are given, then a
majority of the Directors must be present to constitute a quorum.
Telephone or proxy votes of Directors, documented by the President and
Secretary of the Board, may be counted and they may be considered in the
count for the quorum.
- NCoGS Members and Directors may carry on
business and elections of the corporation by mail, in accordance with
election and other procedures set forth in these Bylaws.
- Executive Committee: If proper notice of the meeting has
been given (21 days prior to meeting), one third of the Executive
Committee shall constitute a quorum. If less than 21 days notice is given,
then a majority of the Executive Committee must be present. Telephone
votes documented by the President may be counted and they may be
considered in the count for the quorum.
- Membership: One tenth of the members present at any
meeting of NCoGS
shall constitute a quorum.
- In all instances where there is less than a quorum
present, the presiding officer may adjourn the meeting from time to time
until a quorum is present.
Article IX
Mail Vote
Whenever any question shall arise that in the judgment of the
Board of Directors believes should be put to vote by the active membership and
when it deems it inexpedient to call a special meeting for such purpose, the
Executive Committee may, unless otherwise required by these Bylaws, submit such
a matter to the membership in writing by mail for vote and decision. The
question thus presented shall be determined according to a majority of the votes
received by mail within 14 days after such submission to the membership,
provided that in each case votes of at least 10 percent of members shall be
received. Any and all action taken in pursuance of a majority mail vote in each
such case shall be binding upon NCoGS in the same manner as would be action taken at
a duly called meeting.
Article X
Officers
Section 1
The basic officers of the National Conference of Governor's Schools shall be a President, President-elect,
Secretary, and a Treasurer. The Board of Directors may combine the office of
Secretary and Treasurer, but shall not be required to. The Board of Directors
shall elect these officers biennially at the regular meeting held at the time
of the biennial meeting.
Section 2
Each elected officer shall take office immediately after the biennial
meeting and shall serve for a term of two years and until his/her successor is
duly elected and qualified.
Section 3
Vacancies in any office may be filled for the balance of the term thereof
by the Directors at any regular or special meeting, or by mail vote.
Section 4
President: The President shall be the principal elected officer of NCoGS , shall preside at
meetings of the NCoGS membership and of the Board of Directors and of the Executive Committee,
and shall be a member ex-officio, with right to vote, of all committees except
the Nominating Committee. The President shall also, at the biennial meeting of
NCoGS and at such
other times as proper, communicate to the membership and/or to the Board of
Directors such matters and make such suggestions as may tend to promote the
welfare and increase the usefulness of NCoGS . The President shall be the custodian of
the corporate records and of the seal of the corporation, and shall perform
such other duties as are necessarily incident to the office of President or as
may be prescribed by the Board of Directors. The President may delegate any
power, as he/she sees fit, to a subordinate officer.
Section 5
President-elect: The President-elect may, in the order of designation
by the President, be delegated authority by the President to perform his/her
duties, in the event of temporary disability or absence from meetings, and
shall have such other studies as the President or Board of Directors may
assign. It is assumed that the President-elect will be elected President in
the next term.
Section 6
Treasurer: The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these Bylaws, keep a register of the post office address of each
member which shall be furnished to the Treasurer by such members, 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/her by the President
or by the Board of Directors. The Treasurer shall make a report at the annual
Board of Directors' meeting. Some of these duties may be delegated with
approval of the Board.
Section 7
Secretary: The Secretary shall keep the minutes of the meetings of
the membership and of the Board of Directors and Executive Committee; see that
all notices are duly given in accordance with the provisions of these Bylaws
or as required by law; and in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him/her by the President, the Board of Directors or Executive Committee.
These duties may be delegated with approval of the Board.
Article XI
Committees
The Board of Directors or the Executive Committee shall have
the power to establish committees and to charge such committees with whatever
tasks and responsibilities the Board and/or the Executive Committee deem
appropriate.
Article XII
Books and Records
The National Conference of Governor's Schools shall keep correct and complete books and records of account and shall also
keep minutes of the proceedings of its members, Board of Directors and
committees having any of the authority of the Board of Directors, and shall keep
at its registered or principal office a record giving the names and addresses of
the members entitled to vote. All books and records of NCoGS may be inspected by any
member or his /her agent or attorney for any proper purpose at any reasonable
time.
Article XIII
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 corporation and the words "Corporate Seal of the National Conference of
Governor's School, Inc."
Article XIV
Waiver of Notice
Whenever any notice is required to be given, 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 XV
Amendments to Bylaws
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by a majority of the Directors present at any regular
meeting or at any special meeting, if at least 14 days written notice is given
of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
Article XVI
Indemnification
The Corporation (NCoGS ) shall indemnify and hold harmless all
Officers, Directors, Board Members, and agents of the Corporation from any and
all liability arising out of the discharge of their official duties, provided
said persons are acting within the scope of their authority. The liability of
Directors and Officers of the Corporations shall be limited to the full extent
allowed under Chapter 273 of the Kentucky Revised Statues.
Revised Version Adopted October 3, 1999 at Louisville,
Kentucky Conference
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