VSBA COUNCIL OF SCHOOL ATTORNEYS

BYLAWS

ARTICLE I – ESTABLISHMENT

Pursuant to Article II of the Bylaws of the Virginia School Boards Association (hereinafter referred to as the “VSBA”), a VSBA Council of School Attorneys (hereinafter referred to as the “VSBA Council”) is hereby created. The VSBA Council shall be organized and operated in accordance with these Bylaws and the Bylaws of the VSBA.

ARTICLE II – PURPOSE

The purposes for which the VSBA Council is established are the following:

a. To provide a state forum for the discussion of legal issues and problems encountered by school attorneys in providing legal counsel, advice, and representation to school boards and the Virginia School Board Association; and,

b. To promote and develop a closer relationship and better understanding between school attorneys and their clients (school boards and institutions of higher learning); and,

c. To provide a means by which school attorneys can participate actively as a professional group in educational dialogue on a state level under the aegis of the VSBA; and,

d. To disseminate legal information and analysis to members, and to promote the exchange of legal information and analysis among members. To establish this purpose, members shall be encouraged to contribute to a data resource center that shall be established in the office of the VSBA, for the benefit of all members of the Council.

ARTICLE III – MEMBERSHIP

Section 1. Eligibility

Membership in the VSBA Council shall be open to attorneys who are licensed to practice before the highest court of the Commonwealth of Virginia and who are, or have been within the immediate past two years, an attorney on a regular basis for any local public school division which is a member of the VSBA, and who manifest a genuine interest in, and sympathy with, the purposes of the Council as expressed in Article II hereof.

The VSBA Council Board of Directors may deny or terminate membership in the VSBA Council for actions adverse to school boards.

Section 2. Dues and Integrated Membership

Any eligible attorney may become a member of the VSBA Council through the payment of dues as established annually by the Board of Directors of the VSBA Council. The VSBA Council shall maintain integrated membership with the NSBA Council of School Attorneys. Thereunder, a portion of the annual dues shall be paid to the NSBA Council of School Attorneys for membership in the NSBA Council.

Section 3. Fiscal Year

The fiscal year of the VSBA Council shall be from July 1 of each year through June 30 of the following year.

Section 4. Voting Rights

Each member shall be entitled to one (1) vote in each matter requiring action by the membership of the VSBA Council pursuant to these bylaws.

ARTICLE IV – GOVERNING AUTHORITY

Section 1. Officers

The membership of the VSBA Council shall elect the following officers at the June annual meeting:

a. Chairman – presides at all meetings of the VSBA Council and the VSBA Council Board of Directors. No members of the VSBA Council shall serve more than two (2) terms in the office of VSBA Council Chairman.

b. First Vice-Chairman – assumes the duties of the Chairman in the absence of or at the request of the Chairman.

c. Second Vice-Chairman – fulfills the usual function of such office.

d. Meetings of Officers – Officers may meet, at the call of the Chairman, during the interim between the meetings of the VSBA Council Board of Directors and shall have such powers of the Board between meetings of the Board as provided by resolution of the VSBA Council Board of Directors.

e. The Recording Secretary/Treasurer of the VSBA Council shall be the VSBA Executive Director or his/her designee who shall maintain the journal of proceedings of the VSBA Council and fulfill the other usual functions of such office pursuant to Article IV, Section 2.

Section 2. Board of Directors

The Board of Directors of the VSBA Council shall consist of six (6) voting members, including the Chairman; the Past-Chairman; the First Vice-Chairman; the Second Vice-Chairman and two (2) Directors-at-Large; and two (2) non-voting members, including the President of VSBA and the Executive Director of the VSBA or his/her designee.

Section 3. Terms of Office

The term of office for each Officer shall be one (1) year. The term of office of each Director-at-Large shall be two (2) years. No Director-at-Large may serve more than two (2) successive full terms.

The terms of Director-at-Large shall be staggered so that in each even-numbered year, one (1) Director-at-Large shall be elected; and in each off-numbered year, one (1) Director-at-Large shall be elected.

The terms of office shall begin July 1 and end June 30.

Section 4. Filling Vacancies

Vacancies in the Officer positions shall be filled by the VSBA Council Board of Directors for the remainder of the unexpired term. Vacancies in the Director-at-Large positions shall be filled by appointment of the Chairman for the remainder of the unexpired term.

Section 5. Nominating Committee

Positions on the VSBA Council Board of Directors shall be filled at the semi-annual meeting in June. The nominating committee shall prepare a slate of nominees for each Officer position and the Director-at-Large position. The committee shall attempt to maintain a wide geographical representation on the VSBA Council Board of Directors to ensure that the professional interests and concerns of all members throughout the Commonwealth are represented. The committee shall ascertain the availability and commitment of each person to serve prior to making its report at the semi-annual meeting of the VSBA Council. Nominations for each position may also be made from the floor.

Section 6. Powers and Duties of the Board of Directors

The VSBA Council Board of Directors shall have full authority and responsibility to conduct the business of the VSBA Council between meetings of the membership of the VSBA Council. It shall specifically have authority to fix membership fees and other charges, amend these bylaws as set forth in Article VIII, fill vacancies in Officer positions, and take all other actions necessary or convenient to the management of the affairs of the Council. The VSBA Council Board of Directors shall adopt a budget for each fiscal year during the annual VSBA Conference on School Law.

Section 7. Fiscal Authority and Control

All funds of the VSBA Council shall be administered by the VSBA with its general funds and shall be subject to the fiscal policies of the VSBA. Expenditures shall be made pursuant to the actions of the VSBA Council and accounted for through regular VSBA accounting procedures. All amendments to the dues structure, Article III, Section 2, of the VSBA Council shall be subject to approval by the Board of Directors of the VSBA.

ARTICLE V – COMMITTEES

The standing committees of the VSBA Council shall consist of the (1) Legislative Committee, (2) Membership and Nominating Committee, and (3) By-Laws and Governance Committee. The VSBA Council Board of Directors shall make recommendations to establish other standing committees or abolish existing standing committees, which shall be voted on by the membership as an amendment to these By-Laws. The Chairman of the Council shall appoint annually the chairman of each standing committee. Each committee chairman shall appoint the membership of the committee.

The Chairman of the VSBA Council may establish, abolish, appoint the membership of, and appoint the chairman of any ad hoc committee or subcommittee of the VSBA Council or the VSBA Council Board of Directors.

ARTICLE VI – MEETINGS

Section 1. Bi-annual Meetings

Two meetings of the membership of the VSBA Council shall be held, one during the annual VSBA Fall Conference, and one in conjunction with the VSBA School Law Conference.

Section 2. VSBA Council Board of Directors Meeting

The VSBA Council Board of Directors shall meet at least once a year. Additional meetings of the VSBA Council Board of Directors may be called by the Chairman of the VSBA Council or any three (3) voting members of the VSBA Council Board of Directors. At least seven (7) days’ written notice of all meetings shall be given to each member of the VSBA Council Board of Directors.

Section 3. Quorum

The following quorum requirements shall apply:

a. Bi-annual Meeting – Members in good standing who attend the meetings of the VSBA Council shall constitute a quorum for the purposes of electing Officers and Directors-at-Large of the VSBA Council Board of Directors and for transacting other business of the VSBA Council requiring a vote of the membership. Members shall not be permitted to vote by proxy.

b. VSBA Council Board of Directors – Three (3) voting members of the VSBA Council Board of Directors shall constitute a quorum, provided that the VSBA Council Board of Directors may act by mail ballot or poll conducted by telephone. All members of the VSBA Council Board of Directors shall be given notice and a reasonable opportunity to respond to polls and mail ballots. No action shall be taken pursuant to a poll or mail ballot unless at least three (3) of the VSBA Council Board of Directors respond. Members shall not be permitted to vote by proxy.

ARTICLE VII – ASSETS AND DISSOLUTION

The assets of the VSBA Council shall be a part of and incorporated with the assets of the VSBA and shall be subject to the provisions of the Constitution and Bylaws of the VSBA with regard to dissolution and distribution. In no event shall any of the assets of the VSBA Council enure to the benefit of any member of the VSBA Council.

ARTICLE VIII – AMENDMENTS

Amendments to these bylaws may be adopted by the Board of Directors of the VSBA Council, subject to the approval by the membership of the VSBA Council at a subsequent meeting of the VSBA Council and subject to approval by the VSBA Board of Directors. Amendments to the dues structure shall also be subject to the provisions of Article IV, Section 7.

 

Adopted and Approved - May 11, 1988
Approved by VSBA Board of Directors – August 28, 1992
Adopted - November 2000
Approved by VSBA Board of Directors – March 16, 2001
Adopted-November 2001
Approved by VSBA Board of Directors-March 15, 2002

 

 

 

 

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