INDEPENDENT SCHOOLS ASSOCIATION OF THE CENTRAL STATES

BY-LAWS
Approved by the Membership – June 2007


ARTICLE I

Name

The name of this Not-for-Profit Corporation is "THE INDEPENDENT SCHOOLS ASSOCIATION OF THE CENTRAL STATES, INC." The terms, "Central States" as used in the name of the Corporation shall be understood to include only the following:

Arkansas, Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri Nebraska, North Dakota, Ohio, South Dakota, West Virginia, and Wisconsin.

ARTICLE II

Purposes

In addition to such ancillary purposes and statutory powers as are detailed in its Articles of Incorporation; the basic, current purposes of the Corporation are as follows:

• To foster the freedom of the independent school to practice its philosophy of education; including religious instruction and worship, in keeping with American democratic ideals;
• To assist member schools in developing and maintaining the highest possible educational and ethical standards;
• To develop, monitor, and provide a program of evaluation and accreditation for member schools; and
• To assist member schools in ensuring that the public interest is well served by independent schools and their programs.
• And to be, in essence, a service organization for the mutual benefit of the Teachers and Administrators of its constituent schools; and
• To provide both direct and indirect services, as the Board shall authorize, that will assist schools in carrying out their missions.

ARTICLE III

Membership

To qualify for membership in the Corporation a school shall have an "open policy" regarding employment and admissions practices, and shall comply with applicable federal, state and local statutes pertaining to discrimination because of age, race, color, religion, sex or national origin.

There shall be five (5) categories of membership of the Corporation: Accredited Members, Provisional Members, Honorary Members, Associate Members and Affiliate Members.

Accredited Members are independent schools, which meet membership standards and have successfully completed the evaluation/accreditation program. By "Independent School" shall be understood those elementary or secondary schools which are incorporated not-for-profit or are under ecclesiastical control; schools with early childhood programs are eligible provided that they also offer some of the elementary grades. Member schools shall continue in good standing so long as they comply with the standards established by the Corporation and meet the other obligations, which are detailed in the By-Laws and the resolutions duly adopted and enforced by the Board of Trustees. Each member school shall be entitled to two votes; one of these shall be cast by the Head of the School, the other shall be cast by a Teacher/Representative of that same school. The manner in which such a Teacher/ Representative is appointed, elected, or selected shall be left to the discretion of each individual school.

Provisional Members shall be those schools which have successfully operated for a minimum of three (3) consecutive years, but have not yet been evaluated by ISACS or an equivalent agency approved by ISACS; or those formerly accredited Members which, after formal ISACS evaluation, are found no longer fully compliant with one or more of the Membership Standards, but are acting in good faith to return to full compliance. Provisional Members must complete the accreditation process within seven years from the time of designation as Provisional Member, and may not continue for more than seven consecutive years in this category without special action by the Board of Trustees. Schools of this category may share in all of the privileges of membership except that of voting.

Honorary Members shall be those persons, firms or corporations from time to time nominated and duly elected by the Board of Trustees of the Corporation for Honorary Membership, or such an occasional school which, although located outside of the geographical territory of ISACS, may request formal connection with ISACS. Members of this category are entitled to receive publications and attend meetings, but without voting privilege.

Associate Members shall be those organizations which are similar in purpose to the Corporation, such as associations of independent schools on a local or regional basis, but which are not themselves institutions of learning. Members of this category are entitled to receive publications and attend meetings, but without voting privilege.

Affiliate Members shall be independent educational institutions or organizations concerned directly or indirectly with independent education but not qualifying as independent schools as defined above in this ARTICLE. Members in this category are entitled to receive publications and attend meetings, but without voting privilege.

In addition to these five categories of membership, certain schools may be eligible for affiliation (not membership) under a New Schools Services category.

New School Services shall be provided, upon a two-thirds vote of the Board of Trustees, to new schools not established long enough to qualify for full or provisional membership. Schools in this category are eligible to subscribe to the services of ISACS but they shall not be members. They will receive copies of all publications sent to members; may be represented at ISACS meetings and may purchase publications at member prices. No school may continue to receive New School Services beyond its third (3rd) year except with the express approval of the Board of Trustees. Such approval may be granted, on a year-to-year basis, upon request of the school.

In order to maintain membership in good standing, all members shall fulfill the following obligations:
a) Timely payment of annual dues.
b) Adherence to the standards established by the Corporation, including satisfactory periodic evaluations, non-discrimination policies and incorporation as a non-profit institution.
c) Annually update school information in the ISACS database.

Violation by any member of the above obligations will constitute reason for consideration of change in membership status or termination of membership.

Article IV
Officers and Board of Trustees

The Officers of the Corporation shall be:

Chair—who shall be the Head of a school.

Vice-Chair—who shall be the Head of a school and shall succeed to the Office of Chair for the ensuing term.

Secretary—who may be either an Administrator of a school or a Teacher or a Trustee.

Treasurer—who may be either an Administrator of a school or a Teacher or a Trustee.

The Board of Trustees of the Corporation shall be composed of the aforementioned Officers, as well as other elected persons, as follows:
Fourteen (14) people, at least five of whom shall be Teachers and at least two of whom shall be current or former Trustees of an ISACS school.

In addition the immediate past Board Chair shall be a member of the Board as a duly elected Officer. If the immediate past Chair of the Board is no longer actively connected with an ISACS school, the current Chair of ISACS shall appoint another past Board Chair, a past Officer or Trustee to fill this position on the Board.

The President shall be appointed by the Board and shall be an ex-officio member of the Board without vote.

A member of the Board of Trustees shall hold office for a term of three (3) years from the date of election, at the completion of which the trustee may be re-elected for a second three-year term or shall rotate off the Board of Trustees. At the completion of a second three-year term, a trustee must rotate off the Board of Trustees for a period of at least one (1) year. Trustees shall be elected to staggered terms so that, except for mid-term vacancies, one-third of the Trustees shall be elected each year. A member may, during tenure or at the time of rotating off the Board, be elected to a position as an Officer. The length of time during which an Officer may serve in a specific office is at the discretion of the Board but may, in no instance, exceed three (3) years. Years of service as an officer shall not be counted as the years of service as an elected trustee. Each Officer shall be elected annually upon recommendation by the Trusteeship Committee. Should a Board member be elected to fill an unexpired term of another member, he may be re-elected to a complete term.

The Chair, with the approval of the Board of Trustees, may appoint such committees as deemed necessary to assist in the efficient functioning of the organization. Customarily, such committees would include a Chair, Vice-Chair and other members as specified. Guidelines to be observed in selecting committee membership should include geographic distribution, diversity of type of schools represented, and a balance of Teacher-Administrator personnel.

The chairs of the ASC, ERC, Equity, and PSC shall be chosen by their respective committees, subject to the approval of the Chair of the Board of Trustees. If any chair is not a duly elected trustee, he/she shall be an ex-officio member of the Board, with vote. Such trustees shall serve only so long as they chair a committee and may not serve more than two consecutive 3-year terms.

Article V
Standing Committees

Trusteeship Committee, composed of the following persons: the Past Chair of ISACS, the current Chair of ISACS, one Trustee member of the Board, two Teacher members of the Board, and any other members of the Board that the Chair of the Board may appoint. The Chair of the Trusteeship Committee shall be the person who holds the position of an Officer as Past Chair. The purpose of the Committee is to review the distribution and expertise needs of the Board in anticipation of future vacancies, to solicit nominations for anticipated vacancies, and to prepare an annual slate of new Officers and Trustees for approval by the Board and election by the Membership. The Committee shall also periodically review the effectiveness of the Board and individual members. The Committee shall have responsibility for the evaluation of the President of the Association.

Executive Committee, composed of the Officers of the Corporation, the Chair of the Evaluation Review Committee, and a Teacher member of the Board, shall have and exercise in the interim between meetings of the Board of Trustees all of the powers of the Board, except the authority to: a) amend the Articles of Incorporation, b) amend these Bylaws, c) adopt an agreement to merge, consolidate, sell, dissolve, or otherwise dispose of the Corporation (ISACS) or all or substantially all of its assets, (d) determine the amount of dues to be paid by members, e) make decisions covering the selection or retention of the President. Furthermore, the Executive Committee is charged to assist the President of the Association as a sounding board and as a planning entity. Specifically, the Executive Committee is to function as the strategic planning mechanism for the Board and the Association.

Professional Services Committee, whose Chair shall be chosen by members of the Committee and approved by the Chair of the Board of Trustees, and whose membership shall consist of representatives from the state or local independent school associations within the ISACS region. The purpose of the Professional Services Committee is to advise the President and Board of Trustees on the needs of school faculties for Association services; to promote in-service workshops/seminars and other activities for teachers and administrators; to provide encouragement, coordination, cooperation, and support for the efforts of state/local professional services committees; and to find ways of recognizing the professional service of teachers and administrators.

Administrative Services Committee, whose Chair shall be chosen by members of the Committee and approved by the Chair of the Board of Trustees and composed of school administrators shall promote the professional growth of independent school administrators.

Evaluation Review Committee, whose Chair shall be chosen by members of the Committee and approved by the Chair of the Board of Trustees, and composed of administrators or teachers experienced in evaluation, shall interpret and apply the standards of the Association, review all evaluation reports, and recommend action upon such reports to the Board of Trustees. The Committee shall also review all new applications for affiliation with ISACS and recommend action upon such applications to the Board of Trustees.

Finance Committee, composed of the Treasurer, who shall be the Chair, and at least three additional members representing administrators and trustees and teachers, shall oversee the expenses of the organization, shall recommend fees to be levied, shall monitor all financial reports, and shall initiate and oversee the annual audit.

Committee on Equity, whose Chair shall be chosen by members of the Committee and approved by the Chair of the Board of Trustees and composed of administrators, teachers, and trustees of ISACS member schools shall address diversity and equity issues as they emerge in the Association and shall recommend initiatives for the Association to undertake as it endeavors to reflect diversity and equity in itself and among the member schools.

The duties and powers of all Committees shall be further defined by the Board of Trustees in their discretion. The members of any Committee shall remain in office at the pleasure of the Board of Trustees.

Ad Hoc Committees

The Chair may activate additional, temporary, committees as the need arises. Similarly, the Chair is empowered to eliminate an existing committee when a need for it no longer exists. Either of the previous decisions, of course, must meet with the approval of the Board of Trustees.

The President and the Chair of any committee must work sufficiently closely so that, as far as possible, an overlapping or duplication of effort will be avoided. Customarily, therefore, the Chair of each committee should be a member of the Board of Trustees.

ARTICLE VI

Meetings of the Membership

Annual Meeting
The Annual Meeting of the Membership shall be held at the principal offices of the Corporation or elsewhere, as the Board of Trustees may determine, and at such time as determined by the Board of Trustees.

Special Meetings
Special meetings of the members shall be held at the principal offices of the Corporation, or elsewhere, as the Board of Trustees may determine, or on the call of the Chair of the Board, or a majority of the Trustees, or by written petition signed by not less than one-tenth (1/10) of all the members. The call thereof shall be filed with the Secretary through the Central Office within at least ten (10) days prior to the date set for such meeting.

Notice
Notice of all regular and special meetings of the members shall be given for the Secretary through the Central Office to each member of record by depositing written notice of such meeting and of the time and place thereof in the United States Mails or by electronic mail at least ten (10) days before such meeting is to be held, enclosed in an envelope properly sealed and stamped and addressed to such member at his last known Post Office address or at the Post Office address shown on the records of the Corporation; provided, however, that no Notice of any such meeting need be given to any member who, in person or by proxy, attends the same or who, in person or by proxy, at or before the time such meeting is held waives such notice in writing; provided further, that if the Secretary fails or refuses to give any such notice, the party or parties calling such meeting shall be empowered to issue such Notice.

Except as otherwise provided by law, any business may be transacted at any meeting of the membership which may come before such meeting whether specified in the call thereof, or not, and it shall not be necessary to specify the purpose for which any meeting of the members is to be held.

Voting
Each voting member school shall have two (2) votes, as previously specified; one (1) cast by the Head, the other by a designated Teacher Representative. Such votes may be cast by electronic means.

Quorum
At any meeting of the membership, a majority of the membership present in person or by proxy shall constitute a quorum.

ARTICLE VII

Trustees and Trustees' Meetings

As empowered by the Articles of Incorporation, the Board of Trustees of the Corporation authorizes the exact number of Trustees within a minimum of fifteen (15) Trustees and a maximum of twenty (20) Trustees to be determined in the By-Laws. The business, property and prudential affairs of the Corporation shall be managed by the Board of Trustees, and by such subordinate officers, agents, and employees as may from time to time, be conferred upon them by the Board.

The Officers and Trustees are elected by a mail ballot sent to the member schools after the Spring Board meeting each year and assume their offices on July 1 of the same year. Each voting member school shall have two votes as specified in Article VI.

Any vacancy occurring on the Board of Trustees caused by death, resignation or otherwise shall be filled by a majority vote of the remaining members of the Board, or the Executive Committee, until after the next Spring meeting of the Board.

Regular meetings of the Board of Trustees shall be held without notice at such place and time as the Board may, by order entered of record in its Minute Book, fix and determine.

Special meetings of the Board of Trustees may be held upon the call of the Chair of the Board, either of the Vice-Chair, the Secretary of the Board; or by a majority of its Trustees. Notice of such meeting, and of the time and place at which the same shall be held shall be given to each trustee by depositing written notice thereof in any United States Post Office, enclosed in an envelope, properly sealed and stamped and addressed to such trustee at his last known Post Office address, at least five (5) days prior to the day upon which such special meeting is to be held, unless in an actual emergency, when a shorter notice may be given. It is provided, however, that no notice of such meeting need be given to any trustee who attends said meeting or who waives such notice in writing at or before the time such meeting is to be held.

Any business which may come before such Board may be transacted at any regular or special meeting of the Board of Trustees, and it shall not be necessary to specify in any call for, or notice of, a special meeting of the Board, the purpose for which the same shall be held.

A majority of the Trustees shall constitute a quorum for the transaction of business at any meeting of the Board, except for filling a vacancy, or electing an executive committee, but a less number may adjourn a meeting from time to time until a quorum is present. A majority of the actual number of Trustees elected and qualified, from time to time, shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, and the act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by the Indiana Not-for-Profit Corporation Act, as amended, or by the Articles of Incorporation. A trustee who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless (a) dissent shall be affirmatively stated by said trustee at and before the adjournment of such meeting (in which event the fact of such dissent shall be entered by the Secretary in the Minutes of the meeting), or (b) said trustee shall forward such dissent by Registered Mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right of dissent provided for by either clause (a) or clause (b) of the immediately preceding sentence shall not be available, in respect of any matter acted upon at any meeting, to a trustee who has voted at the meeting in favor of such matter and has not changed position prior to the time that the result of the vote on such matter is announced by the Chair of such meeting.

Any meeting of the Board of Trustees may be adjourned to a future time without notice, and at such meeting any business may be transacted by the Board to the same extent as though said meeting had been duly called and due notice thereof given.

The business coming before the Board of Trustees shall be transacted in such order as the Board may, from time to time, determine.

ARTICLE VIII

Finances and Fiscal Year

Each member shall pay annual dues, the amount of which shall be determined by the Board of Trustees, upon recommendation of the Finance Committee. The charge for New School Services, for Associate or Affiliate Membership, or for other categories, which may, in the future, be created, shall be established and paid in the same manner.

The fiscal year of the Corporation shall be July 1 of one year through June 30th of the next year.

Following the close of the fiscal year, there shall be performed an annual audit conducted by an impartial firm specializing in such accounting procedures.

For the purposes of determining fees on an enrollment basis, all students connected with a school should be tallied, including all those registered in Early Childhood Education up through the highest grade offered.

ARTICLE IX

Administration

The rules of parliamentary practice in Roberts' "Rules of Order, Revised" shall govern the proceedings of the Corporation.

ARTICLE X

Amendment to By-Laws

These By-Laws may be repealed, altered or amended, or new By-Laws adopted by a majority vote of the Board of Trustees, subject to the approval of the majority of the membership present and voting at the Annual Meeting at which such amendments are offered for ratification. By-Laws changes may also be offered for ratification by the membership via electronic or mail ballot.