NCACS -- By-Laws

Preamble

We are a national coalition of schools, groups and individuals committed to creating an egalitarian society by actively working against racism, sexism, ageism, and all forms of social, political, and economic oppression.

Article I: Name

The name of this association shall be the National Coalition of Alternative Community Schools, hereinafter referred to as the Coalition.

Article II: Object and Purpose

The object and purpose of the coalition are:

To support an educational process which is alternative in intention, working to empower people to actively and collectively direct their lives;
To support an educational process which is alternative in form, requiring the active control of education by students, parents, teachers and community members who are most directly affected;
To support an educational process which is alternative in content, developing tools and skills to work for social justice.
The National Coalition of Alternative Community Schools is organized and operated exclusively for educational purposes as described in Section 501( C )( 3 ) of the Internal Revenue Code. [See Article VII, Amendment 1]

Article III: Membership

Section 1. Qualifications, Classes, Eligibility, Voting Rights and Termination

Qualifications. Any person or organization that agrees with the Preamble and by action supports the object and purposes of the Coalition as set forth in Article II shall become a member upon submission of an application and payment of dues. The central office for the Coalition shall determine by use of a form or interview if a school should be eligible for permanent or associate membership.
Classes. There shall be two (2) classes of membership: Permanent members and Associate members.
Eligibility.

Permanent Members. Any educational program whose process is controlled by the students, parents, teachers and community members most directly affected shall be eligible to become a Permanent Member of the Coalition. Persons participating in religious or government school programs may apply for Permanent Membership by submitting a description of the basis of their eligibility.
Associate Members. All persons, groups, or schools not otherwise represented by a permanent member shall be eligible to become Associate Members.

Voting Rights. Each Permanent Member shall be eligible to cast one (1) vote on any matter properly referred to the full membership by the Permanent Class or by the Board of Directors.
Termination or Alteration. Any Membership shall be terminated or altered when it ceases to meet membership qualifications. Termination or alteration may be recommended by any member. The final decision shall be made by the three directors from the appropriate region.

Section 2. Dues

Each member shall pay dues as shall be set from time to time by the Board of Directors.

Section 3. Meetings.

Meetings of the membership shall be held at least once east year, at such time, date and place as the Board of Directors (or, lacking a quorum, the Chairperson) shall designate for the purpose of electing directors and for the transaction of other such business as may be brought before the meeting.

Section 4. Notice of Meetings

The secretary of the Coalition shall cause written notice of each meeting to be sent by regular mail to each bona fide member at least ten (10) days prior to the date of such meeting (if done thereafter the Secretary shall send such notice by certified mail). The notice shall specify the place, day, hour and purpose of the meeting. Any action which may be taken at a meeting of the membership may be taken by mail referendum provided that twenty (20) days notice is given and three-fourths of the responses are affirmative.

Section 5. Quorum

At any meeting of the membership, as defined in Section 3, the designated representative of the Permanent Members present and voting shall constitute a quorum for the transaction of all business specified in the notice for the meeting.

Section 6. Voting

All matters shall be decided by a vote of the majority of the designated representation of the Permanent Members present. A representative may empower any other representative to act as his/her proxy and cast votes by submitting the following petition to the secretary of the Coalition:

"I do declare myself to be an eligible voter in accordance with the NCACS By-Laws and do empower ________________________ (name of member) to cast my vote(s) in all matters during the meeting of _____________________ (date)."

However, no representative may cast more than three votes by proxy. [See Article VIII, Amendment 2.]

Article IV: Board of Directors

Section 1. Number, Selection and Term of Office

The Coalition shall be managed by a Board of Directors, the number of which shall be nine (9). These directors will be elected at the annual meeting of the Coalition in the following manner:

Three (3) from the Western Region, which consists of: Alaska, Washington, Oregon, Idaho, Montana, Wyoming, North Dakota, South Dakota, Nebraska, Kansas, Oklahoma, Texas, New Mexico, Arizona, Hawaii, California, Utah, Nevada and Colorado;
Three (3) from the Midwest Region, which consists of Iowa, Minnesota, Wisconsin, Michigan, Ohio, Kentucky, Tennessee, North Carolina, South Carolina, Georgia, Florida, Alabama, Mississippi, Louisiana, Arkansas, Missouri, Illinois and Indiana;
And three (3) from the Eastern Region, which consists of: New York, New Jersey, New Hampshire, Vermont, Maine, Rhode Island, Connecticut, Massachusetts, Delaware, Maryland, District of Columbia, Pennsylvania, Virginia, West Virginia, Puerto Rico and the Virgin Islands.

Section 2. Death or Resignation of a Director

In the event or resignation of any Director, the Chairperson shall appoint another Director to hold office until the next annual meeting of the Coalition. Directors shall resign in the event of moving outside their constituencies.

Section 3. Place of Meetings

The Board of Directors may hold its meetings and maintain an office for the transaction of the affairs of the Coalition and collection of documents in such a place as the Board may determine.

Section 4. Annual, Regular, and Special Meetings

An annual meeting of the Board of Directors shall be held as soon as practical after adjournment of the annual meeting of membership of the Coalition at which Directors are elected. A second meeting of the Board of Directors shall be held in the sixth month following the annual meeting. Regular and special meetings of the Board shall be called by the Chairperson or by any five (5) of the Directors.

Section 5. Notice of Meetings

The Secretary shall give notice of the time and place of each regular and special meeting by mailing a written notice of the same to each Director at his/her residence or usual place of business at least fifteen (15) days before the meeting or by causing the same to be delivered to each Director personally or by telephone at least ten (10) days before the meeting. Directors who attend meetings of the Board shall be deemed to have received notice of such meetings.

Section 6. Quorum and Voting

At all meetings of the Board of Directors, five (5) of the Directors shall constitute a quorum of the transaction of business. Each Director shall be entitled to one (1) vote (Directors may, by notifying the Chairperson, elect among the other Directors, a proxy to cast their vote) and the vote of a majority of the Directors at any meeting at which a quorum shall be empowered to transact business. Meetings at which there is less than a quorum present shall be adjourned with no notice other than an announcement at the meeting, until such time as a quorum shall be present.

Section 7. Compensation to Directors

No Director elected or appointed shall be entitled to receive from the Coalition any compensation for his/her services other than expenses for travel to meetings or for travel to conduct the affairs of the Coalition.

Section 8. Organization

The Chairperson shall preside at all meeting of the Board of Directors. The Secretary of the Coalition shall act as secretary (ex-officio if that person is not an elected member of the Board) to the Board of Directors, but, in the absence of the Secretary, the Chair person may appoint any person to act as Secretary for the meeting.

Section 9. Executive Officer

The Board of Directors, by resolution adopted by a majority of the Directors of the Coalition, may designate any representative delegate as the Executive Officer. The Executive Officer shall make recommendations to the Board of Directors, and, when the Board is not in session, may, to the extent deemed necessary, exercise the powers of the Board in the management of the business and affairs of the Coalition. The Executive Officer shall keep records of his/her activities and shall report the same to the Board of Directors at the next meeting of the Board following such activities. The Board of Directors may, at any time by majority vote, discharge the Executive Officer and appoint another member of the Coalition to the office.

Section 10. Committees

The Board of Directors may, by resolution, constitute working committees which shall consist of at least one member of the Board and which shall have such duties and powers as the Board determines. Such committees shall keep records of their proceedings and report the same to the Board of Directors when appropriate. The Board of Directors may at any time discharge from or appoint members to such committees.

Section 11. Rules of Procedure

A majority of the members of any committee may fix its own rules of procedure, determine time and place of meetings, and decide upon its actions unless otherwise resolved by the Board of Directors.

Section 12. Action by Consent

Any action required or permitted at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, written consent thereof is signed by all of the Directors of the Coalition or by all of the members or such committees, as the case may be, and such consent is filed with the minutes of the proceedings of the Board of Directors or of the committee.

Article V: Officers

Section 1. Number, Selection and Term of Office

The officers of the Coalition shall include a Chairperson, Vice-Chairperson, Secretary and Treasurer. The officers shall be elected by a majority vote of the Board of Directors at its annual meeting. Except in the event of death, resignation or removal, such officers shall hold office until the next succeeding annual meeting where their successors are chosen. Any of the above names offices may be held by the same person except in the case of an instrument which is required by law to be executed, acknowledged, verified, or countersigned by two or more officers. The Chairperson and Vice-Chairperson must be Directors of the Coalition while the positions of Secretary and Treasurer may be held by a person not on the Board. Except where otherwise expressly provided in a written contract, duly authorized by the officers of the Coalition, all officers are subject to removal at any time by the affirmative vote of two-thirds of the Directors of the Coalition. In addition to the powers and duties set forth in the Coalition By-laws, officers shall have such authority and perform such duties as are determined by the Board of Directors.

Section 2. Powers and Duties of the Chairperson

Unless the Board of Directors shall otherwise by resolution provide, the Chairperson shall act as the Chief Executive Officer of the Coalition and, subject to the control of the Board of Directors, shall have charge of all its business and affairs including the firing and hiring of personnel. He/She shall preside at all meetings of the members of the Coalition and of the Board and shall supply promptly pertinent information to the Board. He/She may sign and execute any written contract or other instrument or other instrument of the Coalition authorized by the Board of Directors.

Section 3. Powers and Duties of the Vice-Chairperson

The Vice-Chairperson shall have such duties and responsibilities as are assigned by the Chairperson or by the Board. In the event of absence, resignation, death, or other inability of the Chairperson, the Vice-Chairperson shall have the powers and duties of the Chairperson.

Section 4. Powers and Duties of the Treasurer

The Treasurer shall have custody of all funds and securities of the Coalition which may come into his/her hands and may endorse on behalf of the Coalition for collection checks, notes and other obligations and other obligations and shall deposit the same to the credit of the Coalition in such bank(s) or depositories as the Board of Directors may designate. The Treasurer will sign all receipts and vouchers for payment made to the Coalition and enter or cause to be entered all monies received and paid on account of the Coalition, rendering statements of all accounts whenever required by the Board. The Treasurer will, at all reasonable hours, render books and accounts to any Director and perform all acts incident to the position of Treasurer or as specified by the Board.

Section 5. Powers and Duties of the Secretary

The Secretary shall keep the minutes of the memberships and the board of the Coalition in books provided for that purpose. He/she shall attend to the giving or serving of all notices of the Coalition and may sign with the Chairperson or Vice-Chairperson, all written contracts or other instruments of the Coalition authorized by the Board. The Secretary will have charge of all books and papers directed by the Board and shall, at all reasonable times, have them open for examination by any Director. The Secretary shall perform all acts incident to the position or as directed by the Board.

Section 6. Additional Officers

The Board of Directors may, from time to time, appoint other officers as it deems expedient and such officers shall have authority to perform duties prescribed by the Board. These may include assistants for the Secretary or Treasurer to perform duties in the absence or in addition to these offices.

Section 7. Compensation of Officers

The amount of, if any, compensation which officers of the Coalition shall be entitled to receive for their services shall be fixed from time to time by resolution of the Board.

Article VI: Miscellaneous Provisions

Section 1. Checks, Drafts, Notes, etc.

All checks, drafts, bills of exchange, acceptances, notes or other obligation or orders for the payment of money shall be signed and counter-signed by such officers of the Coalition or other persons as are designated by the Board.

Section 2. Fiscal Year

The fiscal year of the Coalition shall begin on April 1 and end on March 31. [See Article VII, Amendment 3.]

Section 3. Annual Report

The Chairperson shall annually prepare or cause to be prepared a full and true statement of the affairs of the Coalition which shall be submitted at the annual meeting of the membership and filed within twenty (20) days thereafter with the official records of the Coalition where it shall, during the usual business hours of each day, be open for inspection by any member of the Coalition.

Article VII: Amendments

The By-laws shall be ratified and any amendments thereof be altered, amended or repealed or new By-laws adopted by an affirmative vote of two-thirds of the total number of eligible votes cast at any annual or special meeting of members of the Coalition.

Amendment 1. Statement of Organization for Educational Purposes

In October 1980, the Board of Directors met and agreed to amend Article II of the By-laws of the National Coalition of Alternative Community Schools by establishing and adding to that Article Section 4:

"The National Coalition of Alternative Community Schools is organized and operated exclusively for educational purposes as described in Section 501( C )( 3 ) of the Internal Revenue Code."

Amendment 2. Voting by proxy

In April 1995, the membership present at the annual Membership Meeting agreed to amend Article III, Section 6 of the By-laws of the National Coalition of Alternative Community Schools by adding this sentence:

"However, no representative may cast more than three votes by proxy."

Amendment 3: Fiscal Year

In April 1995, the membership present at the annual Membership Meeting agreed to amend Article VI, Section 2 of the By-laws of the National Coalition of Alternative Community Schools. The original section read: "The fiscal year of the Coalition shall begin on July 1 and end on June 30." The amended section reads: "The fiscal year of the Coalition shall begin on April 1 and end on March 31."

Amendment 4: Article VIII: Indemnification

In April 1999, the membership present at the annual Membership Meeting agreed to the following Amendment, establishing and adding Article VIII to the By-laws of the National Coalition of Alternative Community Schools. This Article's adoption was reaffirmed by the membership in May 2000.

Article VIII: Indemnification
The corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the corporation to procure a judgement in its favor, whether civil or criminal. This indemnification may include an action by or in the right of any other corporation, domestic or foreign, or any partnership, joint venture, trust or other enterprise, which any member of the corporation, Director, officer, staff member or employee of the corporation served in any capacity at the request of the corporation. This indemnification may be against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees actually and necessarily incurred as a result of such action, proceeding or appeal if such member of the corporation, Director, officer, staff member or employee acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the corporation and, in criminal actions and proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. Such right to indemnification shall not be deemed exclusive of any other rights to which such member of the corporation, Director, officer, staff member or employee may be entitled by the District of Columbia Nonprofit Corporation Law or otherwise. [See Article VII, Amendment 4]