By- Laws

As Amended 7/31/97

ARTICLE I - NAME

The name of this organization shall be the North Carolina Council of School Attorneys (Council).

ARTICLE II - ORGANIZATION

The North Carolina Council of School Attorneys shall be associated with the North Carolina School Boards Association (NCSBA) as a Council, and the location of the principal office of the organization shall be in Raleigh, North Carolina, at the headquarters of the NCSBA.

ARTICLE III - PURPOSES

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

1. To identify the current legal problems of concern to attorneys who advise school boards, to disseminate legal information and analysis to members, and to promote the exchange of legal information and analysis among members. To accomplish this purpose, members shall be encouraged to contribute to a data resource center which shall be established in the office of the NCSBA, for the benefit of all members of the Council;
2. To provide a state forum for consideration of the practical and professional problems faced by school attorneys incident to their providing legal counsel, advice, and representation to school boards;
3. To promote a closer and more understanding relationship between school attorneys and their client school board members and the NCSBA;
4. To provide the means by which school attorneys may participate actively in the state educational dialogue in association with the NCSBA while retaining their professional identity.

ARTICLE IV - MEMBERSHIP

A. Eligibility

1. Any attorney representing on a regular or continuing basis, any school district in North Carolina, which is a member of the NCSBA, may become a member of this organization upon the payment of the dues as provided and upon approval by the Membership Committee. The qualification for a member shall be based upon an application for membership by the attorney, endorsed by certification by a board of education of a school district, stating that the applicant represents a specified school district in the State of North Carolina, and that the school district is a member of the NCSBA, in good standing.
2. Membership is limited to attorneys representing on a regular or continuing basis, any NCSBA member school district, and who manifest a genuine interest in, and sympathy with, the purposes of the Council as expressed in Article III hereof; provided, however, that the Executive Director of the NCSBA, or his designee, and the Attorneys for the NCSBA shall be members without charge.
3. Membership shall be by individual attorney rather than membership by a law firm. Any attorney associated with a law firm that represents an NCSBA member school district shall be eligible for individual membership.

4. Any member may be accompanied at meetings by another attorney(s), if the guest is an associate with whom the member practices. If a member is unable to attend a general meeting of the Council, the member may designate a member of his firm to attend the meeting as a non-voting participant.

5. Any staff attorney employed by the North Carolina Department of Justice, the North Carolina Department of Public Instruction, the North Carolina School Boards Association, the University of North Carolina staff attorney who represents state elementary and secondary schools, or the Institute of Government whose primary responsibility is in the area of education law shall be eligible for membership in the Council without charge.

B. Termination of Membership

Membership shall terminate immediately when a member ceases to represent a  NCSBA member school district, or for other good and just cause including the   failure to continue to manifest an interest in the purposes of the Council, or  upon the nonpayment of membership dues. Any members shall promptly notify the Chairman of the Council in the event of termination of the attorney-client relationship with all NCSBA member school districts.

C. Membership Committee

1. The Executive Committee, as herein provided, shall constitute the Membership Committee whose duty it shall be to decide any dispute or other matters relating to eligibility for membership or termination of membership.
2. The Membership Committee's function shall be to qualify candidates for membership, to have the sole determination as to the termination of membership, and to keep the Board informed as to the membership of the Council. The determination of the Membership Committee shall be final as to the eligibility of any attorney for membership or termination of membership in the Council.

D. Dues and Integrated Membership

1. The Council shall have integrated membership with the NSBA Council of School Attorneys. The Council shall pay to the NSBA Council of School Attorneys for membership in that organization the appropriate portion of the annual dues of each member.
2. Any eligible attorney may become a member of the Council and the National School Boards Association (NSBA) Council of School Attorneys through the payment of the dues set for each fiscal year by the Executive Committee.

E. Fiscal Year

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

ARTICLE V - GOVERNING AUTHORITY

A. Executive Committee

1. The Executive Committee shall be composed of twelve members who shall be elected by the members of the Council at the Council's annual summer conference, together with the officers of the Council. All members of the Executive Committee shall be members in good standing of the Council at the time of their election.
2. Eight members of the Executive Committee shall be elected from attorneys who represent a school district in each of the state's eight educational districts. Four members of the Executive Committee shall be elected from the state at large. The remaining four members of the Executive Committee shall be the officers of the Council as set forth in Article V.B.
3. Term of Office - Each elected member of the Executive Committee shall serve a term of two years.
4. Ex-Officio Members of the Executive Committee - The Executive Director of the NCSBA, or his designee, shall serve as an ex-officio member of the Executive Committee, without vote. In the event that any Council member is elected to an office in the NSBA Council of School Attorneys, that member shall also serve as an ex-officio member of this Council's Executive Committee, without vote, for the duration of his national term of office. At the conclusion of any member's service in the office of Immediate Past-Chairman, that former Chairman shall become an ex-officio member of the Executive Committee, without vote, for the next three (3) years; provided, however, that any former Chairman also shall be eligible for election to a full, voting membership on the Executive Committee.

B. Officers

1. The membership of the Council shall elect from the members of the Council the following officers at each annual meeting:
1. Chairman - presides at all meetings of the Council and Executive Committee. The Chairman shall have the authority to appoint standing or special committees.
2. Vice-Chairman - assumes the duties of the Chairman in the absence of or at the request of the Chairman.
3. Secretary/Treasurer - duties of the Secretary/Treasurer shall be established by the Executive Committee within guidelines established by the Board of Directors of the NCSBA.
2. The Immediate Past-Chairman of the Council shall be an officer and shall also serve as Chairman of the Nominating Committee, as set forth in Article V.E.
3. The Chairman, Vice-Chairman, Secretary/Treasurer, and Immediate Past-Chairman of the Council shall be full voting members of the Executive Committee. No member of the Council shall serve more than one (1) consecutive one-year term in any of these offices.

C. Initial Officers and Executive Committee Members

D. Powers and Duties of the Executive Committee

E. Nominating Committee

1. The Chairman of the Council shall appoint a Nominating Committee of three members, one of whom shall be the Immediate Past-Chairman of the Council, prior to July 1 of each year, and the Nominating Committee shall nominate a slate of candidates for the vacancies to be filled in that year. The Immediate Past-Chairman shall serve as Chairman of the Nominating Committee. The committee shall maintain wide geographical representation and include attorneys representing school districts of various sizes on the Executive Committee to ensure that the professional interests and concerns of all members throughout North Carolina are represented. The committee shall ascertain the availability and commitment of each person to serve prior to making its report at the annual meeting of the Council.

2. The Nominating Committee shall report its nominated slate at the annual business meeting of the Council held at the annual convention of the NCSBA and conduct the election of officers and members to the Executive Committee. An opportunity for making nominations for election to Council offices and the Executive Committee from the floor shall be afforded the membership of the Council prior to the taking of the vote electing officers and Executive Committee members.

3. Persons elected as officers and Executive Committee members shall take office at the Council's annual summer conference at which they were elected.

F. Fiscal Authority and Control

ARTICLE VI - MEETINGS

A. Membership - Annual and Special Meetings

1. The annual meeting of the Council shall be held at the Council's annual summer conference.
2. Special meetings of the Council may be called by the Chairman or any six members of the Executive Committee upon ten days notice, with the notice to contain the proposed subject or subjects of the special meeting.
3. The number of members who attend the annual meeting of the Council shall constitute a quorum for the purpose of electing officers and members of the Executive Committee and transacting all other business requiring a vote of the membership. All action shall by majority vote of the members present and members shall not be permitted to vote by proxy. These requirements also apply to special meetings.

B. Executive Committee

1. The Executive Committee shall meet at least twice each year, once at the annual meeting of the Council and the second meeting in June to adopt the budget for the Council. Other meetings of the Executive Committee may be called by the Chairman or by any two members of the Executive Committee. Members of the Executive Committee shall receive at least five days written notice of all meetings.
2. Eight members of the Executive Committee shall constitute a quorum for all meetings of the committee. Nothing herein shall preclude members of the Executive Committee from voting by mail, providing that each member of the Executive Committee is given reasonable opportunity to vote on propositions propounded by mail, and is given at least five days advance notice by mail of the question to be propounded. A majority of the members of the committee present and voting shall be binding as to any action taken.

ARTICLE VII - ASSETS AND DISSOLUTION

The assets of the Council shall be a part of and incorporated with the assets of the NCSBA and shall be subject to the provisions of the constitution and bylaws of the NCSBA with regard to dissolution and distribution. In no event shall any of the assets of the Council inure to the benefit of any member of the Council.

ARTICLE VIII - AMENDMENTS

Amendments to these bylaws may be adopted by the Executive Committee of the Council, subject to the approval by the membership of the Council at the next annual meeting of the Council or at a special meeting called for that purpose. All amendments to these bylaws, except any amendment which would alter the number of members of the Executive Committee and the qualifications for membership, shall be effective pending their approval by the membership.