ILLINOIS ASSOCIATION OF SCHOOL PERSONNEL ADMINISTRATORS (IASPA)
Constitution and Bylaws
Article I. Title
The title of this organization shall be the
Illinois Association of School Personnel
Administrators (IASPA), herein referred to as the Association.
Article II. Affiliation
The Association is a duly recognized state affiliate of the American Association of School
Personnel Administrators (AASPA).
Article III. Purpose
The purpose of this Association shall be to
Section A. foster the staffing of school systems with the
highest qualified individuals available by
1. encouraging the use of high standards for recruitment, selection, retention and promotion
of all school personnel;
2. promoting the concept of affirmative action as a means of implementing equal employment
opportunity for all persons;
3. promoting sound training and certification practices; and
4. cooperating with school, college, university, and other placement agencies.
Section B. encourage and assist in the development and
utilization of sound school personnel administration practices by
1. supporting laws and procedures designed to promote positive employer-employee relations;
2. assisting members in becoming knowledgeable in the legal aspects of the employer-employee
relations and of collective agreement administration; and
3. promoting employee assistance and counseling programs.
Section C. advance the cause of public education generally
by
1. developing professional standards for school personnel administrators;
2. improving the competency of school personnel administrators; and
3. cooperating with other professional national administrator groups and with regional and
state personnel administrator associations.
Article IV. Membership
Section A.
There are three categories of membership: active, retired, and honorary. Voting
and office holding rights are determined by membership category.
1. Active
For school personnel whose responsibilities include school and district personnel
administration; for individuals whose assigned work includes personnel functions in other
educational institutions; or individuals involved in teacher testing, placement, educational
research, or the preparation of school personnel administrators. Active members shall be
entitled to participate in all activities of the Association including voting and holding elective
office.
2. Retired
Any individual member retiring from the education profession is eligible for retired
membership. Retired members shall be entitled to participate in all activities of the
Association except voting and holding elective office.
3. Honorary
Honorary membership may be accorded to persons who have distinguished themselves in school
personnel work. Honorary members shall be entitled to participate in all activities of the
Association except voting and holding elective office.
Section B.
The membership year shall extend from October 1 through September 30.
Section C.
The process of admission to membership shall be as follows.
1. Application for active and retired memberships shall be submitted and accompanied by the
membership fee.
2. Any active or retired member wishing to nominate a candidate for honorary membership shall
nominate the person concerned to the President for consideration. Eligibility for and
bestowal of honorary membership shall be determined by the State Board.
Section D.
Termination of membership may arise upon any of the following events.
1. An active member terminates his/her active membership upon failure to pay the annual dues
by October 31 following the date of which such dues are payable, or upon written resignation.
2. Any member may be removed from membership for cause upon recommendation of the Executive
Board and a majority vote of the members present and voting at the business meeting of the annual
conference.
Article V. Membership Dues
Section A.
The membership fee is due by October 1st of the current year for current members.
Section B.
Annual membership dues for each membership category shall be determined by the Executive
State Board.
Section C.
Conference registration fees and other event/activity fees may be established by the
Executive State Board.
Section D.
Honorary members shall be exempt from payment of membership dues.
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Article VI. Officers
Section A.
The officers of the Association shall be the President, President-Elect, Past President,
Secretary, Treasurer, and four (4) members-at-large.
Section B.
The officers, other than the President and Past President, shall be elected at the annual
conference. The President-elect shall automatically succeed to the office of President.
Section C.
The elected officers shall take office at the close of the annual conference at which their
election takes place, and shall hold office for their stated term or until their successors have
been elected and authorized to take office. The term of office for President, Past President,
and President-Elect shall be one (1) year. The term of office for the Secretary, Treasurer,
and four (4) members-at-large shall be two (2) years and may be elected for a one consecutive term.
Section D.
If an elected officer dies, resigns, is removed, or is unable to complete his/her term of
office, a replacement shall be selected as follows.
1. The President-elect shall assume the duties of the President for the remainder of the
President’s term as well as for the term to which the individual was elected.
2. The Executive Board shall appoint a member of the Executive Board to act as the Secretary
and the Treasurer until the next business meeting at which an election will be held to elect a new
Secretary and a new Treasurer.
Article VII. Duties of Officers
Section A.
Duties
1. The President shall preside at the annual conference following his/her election and at any
special meeting during the interim between his/her election and this conference. As chief
executive of the Association, he/she shall appoint and supervise all committees and their work and
perform such other duties as pertain to the office.
2. The President-Elect shall assume and perform the duties of President during the President’s
absence.
3. The Secretary shall keep and maintain the minutes of each Executive and State Board
meeting, and of each business meeting at the annual conference. The Treasurer shall maintain
all financial records of the Association and shall report on the financial status of the
Association periodically to the State Board and general membership.
Section B.
All elected officers shall serve without compensation.
Article VIII. Nominating and Elections
Section A.
Nominations from the members for the offices of President-Elect, Secretary, Treasurer, and
four (4) members-at-large will be made to the Nominating Committee. Nominations from the
members for Committee Chairperson positions will be made to the Nominating Committee. The
Nominating Committee shall be comprised of active and/or retired members and shall not be comprised
of current and in-office Executive State Board members or candidates for State Board offices.
Section B.
Election of the President-Elect, Secretary, Treasurer, and the four (4) members-at-large will
be held during the business meeting of the annual conference. Election shall be by a written,
secret ballot whenever more than one (1) person has been nominated for an Association office.
A majority vote of the active members present and voting is required for the election of each
Association office. In the event there are three (3) or more candidates for an office and no
candidate receives a majority vote, only the names of the two (2) candidates receiving the most
votes will be included in the next ballot.
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Article IX. Executive and State Boards
Section A.
The President, President-Elect, Past President, Secretary, Treasurer, and four (4)
members-at-large shall constitute the Executive Board.
Section B.
The Executive Board shall have the authority to act, in accordance with the Constitution and
Bylaws, on such other matters as do not require action of the membership.
Section C.
Any member of the Executive Board may be removed from the Executive Board only for cause,
upon recommendation of the remaining members of the Executive Board, by a majority vote of the
voting group of members qualified to vote to elect that member of the Executive Board present and
voting at a regular or special meeting of the membership, provided that the notice given of such
meeting shall apprise the members that the purpose (or one of the purposes) of that meeting is the
removal of that member of the Executive Board.
Section D.
The State Board shall be comprised of the Executive Board plus the chairpersons of the
standing Association Committees: Conferences, Constitution/Bylaws, Communications,
Membership, and Nomination, and the AASPA Representative.
Section E.
Committee Chairpersons shall be appointed by the Executive Board upon recommendation of the
Nominating Committee. Terms of office for each chairperson shall be no less than three (3)
years and no more than five (5) years.
Section F.
The State Board shall have the authority to act, in accordance with the Constitution and
Bylaws, on such other matters as do not require action of the Executive Board or of the membership.
Section G.
Any member of the State Board may be removed from the State Board only for cause, upon
recommendation of the remaining members of the State Board, by a majority vote of the voting group
of members qualified to vote to elect that member of the State Board present and voting at a
regular or special meeting of the membership, provided that the notice given of such meeting shall
apprise the members that the purpose (or one of the purposes) of that meeting is the removal of
that member of the State Board.
Section H.
All State Board members shall serve without compensation.
Article X. Meetings
Section A.
The Association shall meet in conference annually.
Section B.
The time and place for holding the annual conference shall be determined by the State
Board.
Section C.
The President, with the advice and authority of the Executive Board, may call special
meetings to give consideration to specific problems. Any action or recommendation for action
taken at such special meetings shall be subject to adoption, modification, or rejection by the
membership of the Association at its next annual conference.
Section D.
The members present at the annual meeting or special meetings shall constitute a quorum for
the conduct of business.
Article XI. Committees
Section A.
In order to facilitate the conduct of the internal affairs of the Association, the Executive
Board may, from time to time, create committees, appoint committee membership, and designate
purposes for such committees.
Section B.
The President shall be an ex-officio member of all committees.
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Article XII. Parliamentary Authority
The rules contained in Robert’s Rules of Order shall govern this Association in all cases in
which they are applicable and in which they are not inconsistent with this Constitution and with
any special rules of order the Association may adopt.
Article XIII. Amendments
The Constitution and Bylaws may be amended only at a business meeting of the Association’s
annual conference as follows:
Section A.
by a two-thirds (2/3) vote of the active members present and voting, provided the proposed
amendment(s) shall have been sent to each active member at least thirty (30) days prior to the
annual conference; or
Section B.
by a three-fourths (3/4) vote of the active members present and voting, provided the proposed
amendment(s) shall have been submitted to the active members present at the annual conference prior
to the voting on the proposed amendment(s) and provided also that the proposed amendment(s) shall
have been approved by the State Board.
Section C.
An amendment to the Constitution shall become effective immediately upon an affirmative vote
unless the amendment itself specifies a date upon which it will become effective.
Article XIV. Executive Board Signatures
Enacted this 8th day of February 8, 2007, in Schaumburg, Illinois at the first annual IASPA
conference by a vote of to by its membership.
_______________________________ __________________________________
President
Member-at-Large
_______________________________ __________________________________
President-Elect
Member-at-Large
_______________________________ __________________________________
Treasurer
Member-at-Large
_______________________________ __________________________________
Secretary
Member-at-Large
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Article XV. Conflict of Interest Policy
Section A. Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt
organization’s (Organization) interest when it is contemplating entering into a transaction or
arrangement that might benefit the private interest of an officer or director of the Organization
or might result in a possible excess benefit transaction. This policy is intended to supplement but
not replace any applicable state and federal laws governing conflict of interest applicable to
nonprofit and charitable organizations.
Section B. Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated
powers, who has a direct or indirect financial interest, as defined below, is an interested
person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through
business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a
transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual
with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with,
any entity or individual with which the Organization is negotiating a transaction or
arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2,
a person who has a financial interest may have a conflict of interest only if the appropriate
governing board or committee decides that a conflict of interest exists.
Section C. Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must
disclose the existence of the financial interest and be given the opportunity to disclose all
material facts to the directors and members of committees with governing board delegated powers
considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion
with the interested person, he/she shall leave the governing board or committee meeting while the
determination of a conflict of interest is discussed and voted upon. The remaining board or
committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and
the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.
c. After exercising due diligence, the governing board or committee shall determine
whether the Organization can obtain with reasonable efforts a more advantageous transaction or
arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee shall
determine by a majority vote of the disinterested directors whether the transaction or arrangement
is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable.
In conformity with the above determination it shall make its decision as to whether to enter into
the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has
failed to disclose actual or possible conflicts of interest, it shall inform the member of the
basis for such belief and afford the member an opportunity to explain the alleged failure to
disclose.
b. If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the member has failed
to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
Section D. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers
shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the nature of the financial
interest, any action taken to determine whether a conflict of interest was present, and the
governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
proceedings.
Section E. Compensation
a. A voting member of the governing board who receives compensation, directly or
indirectly, from the Organization for services is precluded from voting on matters pertaining to
that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from the Organization for services is precluded
from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the Organization,
either individually or collectively, is prohibited from providing information to any committee
regarding compensation.
Section F. Statements
Each director, principal officer and member of a committee with governing board delegated
powers shall sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its tax-exempt
purposes.
Section G. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does
not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations
conform to the Organization’s written policies, are properly recorded, reflect reasonable
investment or payments for goods and services, further charitable purposes and do not result in
inurement, impermissible private benefit or in an excess benefit transaction.
Section H. Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may,
but need not, use outside advisors. If outside experts are used, their use shall not relieve the
governing board of its responsibility for ensuring periodic reviews are conducted.
CONFLICT OF INTEREST STATEMENT OF AFFIRMATION
To be completed by each director, principal officer and member of a committee with governing
board delegated powers.
I, (insert name), hereby affirm that
I have received a copy of the IASPA Conflict of Interest Policy,
I have read and understand the policy,
I agree to comply with the IASPA Conflict of Interst Policy, and
I understand that IASPA is a [tax exempt] organization and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
________________________________ __________________________________
Signature of Director, Officer,
or Date
Committee Member
Witnessed by:
_______________________________ __________________________________
Signature Date
This affidavit to be maintained by the IASPA Treasurer with related tax exempt articles.