NEW YORK STATE ASSOCIATION OF SCHOOL ATTORNEYS BY-LAWS

ARTICLE I – NAME

Section 1. The official name of this Association (oftentimes also referred to as NYSASA) will be the:

NEW YORK STATE ASSOCIATION OF SCHOOL ATTORNEYS, INC.

Section 2. The Association shall be organized and operated in accordance with these By-Laws.

ARTICLE II – PURPOSES

Section 1. The purposes of the Association shall be:

1. To engage in advocacy, education, and counsel for and on behalf of its members, and the New York State school districts and boards of cooperative educational services (BOCES) they represent, as well as the children being educated in those institutions; and
2. To furnish for its members information that will enable them to more efficiently discharge their duties as attorneys for those institutions, and for the mutual benefit of school counsel in the practice of their profession.

ARTICLE III – MEMBERSHIP

Section 1. Eligibility

The membership of the Association shall consist of attorneys at law duly licensed to practice in the State of New York, who are:

1. Attorneys for any of the school districts and/or BOCES of the State; or
2. Attorneys employed by one of the school districts or BOCES of the State, and/or as an attorney for that school district or BOCES; or
3. Attorneys employed by the New York State School Boards Association; or
4. Retired from the practice of law but served in one or more of the capacities listed immediately above prior to retirement.

Section 2. Voting Rights

Each member shall have one vote at all meetings of the Association members that they are present at.

Section 3. Membership

The Board of Directors shall determine the membership categories available to individuals eligible to be a member of the Association under Section 1 of this Article, and the annual dues that will be charged for each such category consistent with Section 1 of Article XI.

Section 4. Payment of Dues Requirement

Subject to the limitations of Sections 1-3 of this Article, those eligible to join may become and remain a member of the Association upon the payment of annual dues as provided in Article XI.

ARTICLE IV – BOARD OF DIRECTORS

Section 1. Governing Authority

The general management of the affairs of the Association shall be vested in a Board of Directors, which shall be elected as provided in Article VI.

Section 2. Composition of the Board of Directors

The Board of Directors shall consist of the Officers and four Directors identified in Article V and elected by the Association members in accordance with Article VI, and the four immediate Past Presidents of the Association. No member of the Board of Directors shall serve simultaneously in two or more Officer positions except as otherwise authorized in Section 2 of Article VII. The composition of the Board of Directors may be amended under Article XII.

1. The Board of Directors shall also include the General Counsel of the New York State School Boards Association or designee, and the general counsel or designee of the New York City Department of Education as ex-officio non-voting members.
2. The Board of Directors may elect/re-elect Honorary Directors in accordance with Section 2 of Article V and Section 3 of Article VI.

Section 3. Diversity of Representation

Insofar as possible, the Officers and Directors of the Association shall include a widely diverse representation of the Association’s membership, including individual background characteristics, firm and BOCES representation, skills, expertise, and as practicable representation from as many of the geographic regions of the State set forth in Section 4 of this Article, so as to ensure that the professional interests and concerns of all Association members are represented. The geographical region of the Association’s Officers and Directors shall be the county in which their firm’s primary office is located or in the case of in-house counsel, the county in which their school district or BOCES is located.

Section 4. Officer and Director Geographical Representation Regions

The geographical regions for Officers and Directors representation shall be comprised of five (5) regions as follows:

Region 1. Allegany, Cattaraugus, Chautauqua, Erie, Genesee, Livingston, Monroe, Niagara, Ontario, Orleans, Wayne, and Wyoming;

Region 2. Columbia, Dutchess, Greene, Orange, Putnam, Rockland, Sullivan, Ulster and Westchester;

Region 3. Bronx, Kings, Nassau, New York, Queens, Richmond and Suffolk;

Region 4. Broome, Cayuga, Chemung, Chenango, Cortland, Delaware, Herkimer, Jefferson, Lewis, Madison, Oneida, Onondaga, Oswego, Otsego, St. Lawrence, Schuyler, Seneca, Steuben, Tioga, Tompkins, and Yates

Region 5. Albany, Clinton, Essex, Hamilton, Franklin, Fulton, Montgomery, Saratoga, Schoharie, Schenectady, Rensselaer, Warren, and Washington.

Section 5. General Responsibilities of the Board of Directors

Pursuant to the managerial authority established in Section 1 of this Article, the Board of Directors shall have the following general responsibilities:

1. Represent and advance the purposes of the Association.
2. Set, and periodically review and update, strategies and priorities to guide and inform the direction of the work of the Association and the Board of Director’s furtherance of that work.
3. Govern and oversee the Association’s operations, including the soundness of its financial position and the availability of resources necessary to achieve the Association’s strategies and priorities.

Section 6. Other Powers and Duties of the Board of Directors

In addition to the general responsibilities set out in Section 5 of this Article, the Board of Directors also shall have the following powers and duties:

1. To conduct the business of the Association in between the annual meetings of the Association members, as necessary to act on behalf of the Association.
2. To determine the Association’s membership categories and fix membership dues for each such category and other charges in accordance with Section 6 of Article III and Article XI.
3. To declare and fill vacancies in Officer and Member Elected Director positions in accordance with Article VII.
4. To amend these By-Laws as set forth in Article XII.
5. To take all other actions necessary or convenient to the management of the affairs of the Association as provided in Section 1 of Article IV.

Section 7. General Responsibilities of All Individual Members of the Board of Directors

In addition to the responsibilities of their respective positions on the Board of Directors, all Board of Director members have an individual duty to:

1.  Be informed about and advance the purposes of the Association
2.  Promote good governance through observance of these By-Laws and Association policies and procedures, and the implementation and execution of strategies and priorities set by the Board of Directors.
3.  Attend, and actively participate in, all meetings of the Board of Directors and of Board committees/subcommittees in which they are assigned to chair/serve on a rotational basis.
4.  Review the agenda and supporting materials prior to meetings of the Board of Directors and Board committee/subcommittee meetings.
5.  Exercise reasonable care, as in a professional capacity, when acting on behalf of the Association, including making inquiries that enable informed decisions.
6.  Follow through on assignments.
7.  Promote the participation of Association members in Association programs and services.
8.  Engage with Association members and encourage and support their involvement in Association programs and services, and in the work of the Board of Directors on behalf of the Association.

ARTICLE V – OFFICERS AND DIRECTORS

Section 1. Officers

The Officers of the Association shall consist of a President, a First Vice-President, a Second Vice-President, a Secretary, the Treasurer who shall be a former past President, and an Assistant Treasurer who also shall be a former past President and who will become Treasurer upon the Treasurer leaving office. The general duties of the Association’s Officers shall be the same as the general responsibilities that apply to all individual members of the Board of Directors. Their specific duties, including those that are usually the duties of those respective positions, shall be as follows:

1. The President shall preside at all meetings of the Association members and the Board of Directors, respond to unanticipated issues in accordance with Association policy and procedures, and, subject to the limitations of Article VIII, have the power to appoint operational committees or subcommittees thereof, as he or she may deem necessary.
2. The First Vice President shall assume the duties of the President in the absence, or at the request, of the President, and co-chair the operational committee responsible for the development of the legal conference held in conjunction with the Association’s annual meeting for the year in which the First Vice Present becomes President.
3. The Second Vice President shall co-chair the advocacy committee established under Section 4 of Article VIII along with the honorary advocacy director elected/ re-elected by the Board of Directors in its discretion at the Board’s yearly October meeting, under Section 2 of Article 4 and Section 3 of Article VI.
4. The Secretary shall maintain a record of Association proceedings, including the Association’s annual business meeting and Board of Directors meetings, and perform such other duties as assigned by the President.
5. The Treasurer shall, with the assistance of the Assistant Treasurer, oversee the financial management and expenditures of Association funds; keep the Board of Directors informed of the financial situation of the Association; enforce the Association’s financial policies and procedures; and chair the Association’s financial committee in furtherance of the Association’s mission, strategic goals and objectives and these By-Laws .
6. The Assistant Treasurer shall assist the Treasurer in the management of all matters related to the Association’s finances; co-chair the Association’s financial committee; assume the duties of the Treasurer in the absence of the Treasurer and become Treasurer upon the Treasurer’s leaving office.

Section 2. Directors

The Directors of the Association shall consist of four (4) directors elected by the Association members, and any honorary directors elected by the Board of Directors at its discretion, under Section 2 of Article IV.

1. The general duties of the Association’s Directors shall consist of the same general responsibilities that apply to all individual members of the Board of Directors, except that they also may be assigned more specific duties by the President at his or her discretion.
2. The Board of Directors shall determine the specific duties of honorary directors elected/re-elected by them under Section 2 of Article IV and Section 3 of Article VI.

Section 3. Terms of Office

1. The term of office for each officer, director, and honorary director, shall be as follows:
2. The term of office for each officer position shall be one (1) year.
3. The term of office for director shall be four (4) years.
4. Honorary directors serve at the pleasure of the Board, subject to re-election under Section 3 of Article VI .

ARTICLE VI – ELECTION OF OFFICERS AND DIRECTORS

Section 1. Slate of Nominees

The Association’s Nominating Committee shall prepare a slate of nominees for Officer and Member Elected Director positions open at the annual Membership Meeting in accordance with Section 2 of Article IV. The nominations for Officer and Member Elected Director positions shall be submitted by the Nominating Committee.

Section 2. Officer and Association Director Election

The Officers and four Directors of the Association shall be elected at the annual Membership Meeting and the candidates receiving a majority of the votes cast shall be declared elected.

Section 3. Honorary Director Election

The Board of Directors may, at its discretion, elect/re-elect one or more individuals to serve as Honorary Directors. Any such individual shall be a former past president no longer serving on the Board in any other capacity. They also shall:

1. Meet the criteria the Board determines to be necessary to satisfy the purpose of the honorary director position to which they are elected/re-elected
2. Be elected/re-elected at the Board’s yearly October meeting and commence their term of service at the start of the month of January immediately thereafter.
3. Serve at the pleasure of the Board, subject to re-election.

ARTICLE VII – VACANCIES ON THE BOARD OF DIRECTOR

Section 1. Vacancy Grounds

Vacancies in the Board of Directors shall occur upon resignation of the individual holding the position, or that individual’s inability or incapacity to continue holding the position as determined by a majority of the Officers, except that a vacancy can also occur as a result of the filling of another vacancy pursuant to Section 2 of this Article.

Section 2. Filling of Vacancy

If a vacancy occurs in the Board of Directors, it shall be filled for the unexpired term of the position by the Board of Directors as follows:

1. When a vacancy occurs in the positions of President, First Vice-President, or Second Vice-President, the other officers shall move up in order of succession to the extent necessary to fill the vacancy. The officer(s) moving up in rank to fill a vacancy in the position of President, First Vice-President, or Second Vice-President shall remain eligible to serve the full term they would have assumed in such position.
2. When a vacancy occurs in the position of Secretary, the President shall appoint one of the four (4) immediate past presidents to fill the vacancy for the unexpired term of the Secretary position. The immediate past president appointed to fill the unexpired term of the vacancy in the Secretary position shall serve in a dual capacity fulfilling the functions of Secretary and immediate past president.
3. When a vacancy occurs in the position of Treasurer, the Assistant Treasurer shall become Treasurer upon the Treasurer’s vacating office, in accordance with Section 1 of Article V. The President shall appoint one of the four (4) immediate past presidents to fill the vacancy thus created in the position of Assistant Treasurer for the unexpired term of that position. The immediate past president appointed to fill the unexpired term of the Assistant Treasurer position shall serve in a dual capacity fulfilling the functions of Assistant Treasurer and immediate past president.
4. Vacancies in the four immediate past president positions shall be filled by the President through appointment of a former past president not currently serving as treasurer or assistant treasurer or as an honorary director for the duration of the unexpired term.
5. When a vacancy occurs in a member-elected Director position, the President shall fill the position through appointment for the unexpired term in accordance with the Diversity Representation provisions at Section 3 of Article IV of these By-Laws.

ARTICLE VIII – COMMITTEES

Section 1. Types of Committees

As set forth in this Article, the Association shall have two permanent committees, and operational committees that correspond to the main operational/functional areas of the Association. At the discretion of the President under Section 1 of Article V, there also may be subcommittees and additional operational committees established for a specifically identified purpose.

Section 2. Executive Committee

The Executive Committee shall be a permanent committee of the Association consisting of the President, the First and Second Vice-Presidents and the Secretary of the Board of Directors.

1. The Executive Committee shall have those powers set forth in the N.Y. Not-for-Profit Corporation Law and the following:
   (1) To exercise the powers of the Board of Directors between meetings of the Board with regard to those matters requiring Board action and which, in the judgment of the Executive Committee, require action prior to the next regularly scheduled Board of Directors meeting;
   (2) Upon reasonable prior notice to the Board of Directors, to approve the Association’s participation as amicus in cases of statewide interest to NYSASA’s membership;
   (3) To approve the commencement of litigation on matters of Statewide importance in court or before administrative agencies, as well as to collect monies or fees owed to the Association; and
   (4) Upon reasonable prior notice to the Board of Directors, to review matters brought to it by the Board of Directors and to act upon them as appropriate, except that the committee shall not have the authority to alter or amend any policy established by the Board of Directors.
   (5) To meet in its entirety, along with the Association’s Advocacy Director and the New York State School Boards Association’s ex-officio representative on the Board of Directors, with the New York State Education Department’s Counsel and Deputy Commissioner for Legal Affairs on Department regulatory matters of concern to Association members, at least annually. Others may be invited to join if the President and Advocacy Director determine their attendance would be helpful in the discussion of a particular issue.
   (6) To periodically review the Association’s Bylaws and propose to the Board of Directors any modifications it deems necessary, subject to final approval by the Association’s membership under Article XII.
   (7) To periodically identify potential new policies for adoption, or existing policies in need of modification, and assign the committee(s) with responsibility over the subject matter of any such policies the task of developing/updating them.
2. A majority of the total membership of the Executive Committee shall constitute a quorum of the Committee. Any action taken shall require a majority of the full membership of the Executive Committee.
3. The Executive Committee shall meet upon the call of the President or upon the written request of three members of the Executive Committee addressed to the President. This written request shall state the purpose(s) of the meeting and, upon its receipt, the President shall issue the call for the meeting. The notices of all meetings shall be sent so as to reach the members of the Executive Committee at least five calendar days prior to the proposed meeting except that the members may, unanimously, agree in writing to waive this minimum notice requirement. Meetings may be held electronically via conference call, internet or similar mode of communication and individual members of the Executive Committee may participate in a meeting of the Executive Committee via conference call, internet or similar mode of communication.
4. The Executive Committee shall make a report to the Board of Directors at each meeting of the Board of Directors with respect to the general state of the Association and actions taken by it in the interim period between Board meetings.

Section 3. Nominating Committee

The Nominating Committee shall be a permanent committee of the Association consisting of the President and the four immediate past presidents of the Board of Directors. The Nominating Committee shall:

1. Prepare a slate of nominees for election to the Board of Directors for Officer and Association Director positions by the Association members at the annual membership meeting conducted in accordance with Sections 1 and 2 of Article VI. No nominations shall be accepted from the floor.
2. Insofar as possible, maintain diverse representation on the Board of Directors in accordance with the diversity representation provisions of Section 3 of Article IV, and a review of recent data on the composition of the Board.
3. Consider an individual’s skills or expertise, professional background and professional affiliations, prior contributions to the Association, service on other associations, and other relevant factors in the selection of nominees.
4. Report its selection to the Board of Directors at the Board’s March meeting.
5. Ascertain the availability and commitment of each nominee to serve prior to making its report to the Board of Directors.

Section 4. Operational Committees

There shall be operational committees that correlate to the main operational/functional areas of the Association to assist the Board of Directors in its general management of the affairs of the Association under Section 1 of Article IV.

1. Operational committees shall be charged separately and collectively with supporting the Association’s efforts with respect to
   (1) advocacy;
   (2) the annual legal conference program;
   (3) diversity, equity and inclusion; (4) educational offerings in addition to the annual legal conference; 
   (5) finance management;
   (6) governance;
   (7) membership; and
   (8) technology. Subject to Section 1 of this Article, the President may establish subcommittees and additional committees.
2. Members of the Board of Directors shall serve on those committees on a rotational basis that corresponds to their particular position on the Board in any given year as set out in the Association’s Policy and Protocols Manual.
3. The President shall invite the membership at large to serve in one or more of the various operational committees.

ARTICLE IX – MEETINGS

Section 1. Annual Membership Meeting

The annual meeting of the Association members of the Association shall be held at a time and at a place to be determined by the Board of Directors. Notice of the time and place of the annual meeting shall be sent by mail, facsimile and/or electronic mail to each member no fewer than 10 days prior thereto. Such notice must inform the Association members of any bylaw amendments to be presented to them for approval in accordance with Article XII.

Section 2. Special Membership Meetings

Special meetings of the Association members may be called by the President at any time on his/her own initiative or by the President or Secretary upon the request of five members. Notice of the time and place of a special membership meeting must be provided in the same manner as for the annual membership meeting, including notice of any proposed bylaw amendments to be approved at the special membership meeting in accordance with Article XII.

Section 3. Membership Meeting Procedures At all meetings of the Association members:

1. A quorum shall consist of 10 members in good standing. If a quorum be not present, the President, as the presiding officer of the meeting pursuant to Section 1 of Article V may adjourn the meeting to a day and hour fixed by him/her not later than 60 days thereafter.
2. The order of business shall include: 
   (1) Reading of the minutes of prior meeting 
   (2) Report of officers 
   (3) Report of Committees 
   (4) Election of officers, directors 
   (5) Unfinished business 
   (6) New business 
   (7) Adjournment
3. The President shall submit for review and approval by the Board of Directors a copy of the order of business at the Board meeting immediately preceding the annual membership meeting.

Section 4. Board of Directors Meetings

Meetings of the Board of Directors shall be called by the President whenever in his/her judgment it may be deemed necessary, or by the Secretary upon request of any two members of the Board of Directors. 10 days’ notice of meetings shall be sent by mail, facsimile and/or electronic mail to all Directors.

1. A majority of the Officers and Member Elected Directors shall constitute a quorum.
2. Meetings of the Board of Directors may be held electronically via conference call, internet or similar mode of communication. Individual Officers and Directors may participate in a meeting of the Board of Directors via conference call, internet or similar mode of communication.