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:
- To identify the current legal issues 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 provide a state forum for consideration of the practical and professional issues faced by school attorneys incident to their providing legal counsel, advice, and representation to school boards;
- To promote a closer and more understanding relationship between school attorneys and their client school board members and the NCSBA;
- 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
- 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.
- Membership is limited to licensed attorneys representing or working in an administrative capacity for any NCSBA member school district on a regular or continuing basis, 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 designee, and the Attorneys for the NCSBA shall be members without charge.
- 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.
- 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 or her firm to attend the meeting as a non-voting participant.
- The University of North Carolina staff attorneys who represent state elementary and secondary schools, and any staff attorney employed by the North Carolina Department of Justice, the North Carolina Department of Public Instruction, the State Board of Education, or the School of Government whose primary responsibility is in the area of education law shall be eligible for membership in the Council.
- An attorney who has been a member of the Council for at least ten (10) years may, upon retirement from the active practice of law, continue to attend the annual summer conference as an honorary member emeritus.
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 Chair of the Council in the event of termination of the attorney-client relationship with all NCSBA member school districts.
C. Membership Committee
- 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.
- 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 NCSBA informed as to the membership of the Council for administrative purposes. 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 Council of School Attorneys Membership
Membership in the National School Boards Association (“NSBA”) Council of School Attorneys is optional for Council members. 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 who elects to participate in that organization.
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
- 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.
- Eight (8) 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 (4) members of the Executive Committee shall be elected from the state at large. The remaining four (4) members of the Executive Committee shall be the officers of the Council as set forth in Article V.B.
- Term of Office – Each elected member of the Executive Committee shall serve a term of two (2) years.
- Ex-Officio Members of the Executive Committee – The Executive Director of the NCSBA, or designee, and NCSBA Legal Counsel, shall serve as ex-officio members 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 or her national term of office. At the conclusion of any member’s service in the office of Immediate Past-Chair, that former Chair shall become an ex-officio member of the Executive Committee, without vote, for the next three (3) years; provided, however, that any former Chair also shall be eligible for election to a full, voting membership on the Executive Committee.
- The membership of the Council shall elect from the members of the Council the following officers at each annual meeting:
- Chair – presides at all meetings of the Council and Executive Committee. The Chair shall have the authority to appoint standing or special committees.
- Vice-Chair – assumes the duties of the Chair in the absence of or at the request of the Chair.
- 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.
- The Immediate Past-Chair of the Council shall be an officer and shall also serve as Chair of the Nominating Committee, as set forth in Article V.E.
- The Chair, Vice-Chair, Secretary/Treasurer, and Immediate Past-Chair 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
The initial officers and members of the Executive Committee of the Council shall be appointed by the President of the North Carolina School Boards Association and shall serve until the election of new officers and members of the Executive Committee at the 1983 annual meeting of the NCSBA.
D. Powers and Duties of the Executive Committee
- The Executive Committee shall have full authority and responsibility to conduct the business of the Council between annual meetings of the membership of the 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 the Executive Committee, and take all other actions necessary or convenient to the management of the affairs of the Council. The Executive Committee shall adopt a budget for each fiscal year.
- The Executive Committee is authorized to take such positions as it may deem appropriate either in support of or in opposition to any proposed legislation introduced in the North Carolina General Assembly. The Executive Committee shall endeavor to act in the best interest of all NCSBA member school districts in taking any position regarding proposed legislation; provided, however, that the Council will not take a position on any proposed legislation that is contrary to the position of the NCSBA.
E. Nominating Committee
- The Chair of the Council shall appoint a Nominating Committee of three members, one of whom shall be the Immediate Past-Chair 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-Chair shall serve as Chair 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.
- The Nominating Committee shall report its nominated slate at the annual business meeting of the Council 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.
- 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
All funds of the Council shall be administered jointly by the Secretary/Treasurer of the Council and the NCSBA with its general funds, subject to the fiscal policies of the NCSBA and the terms of a written agreement between NCSBA and the Council. Expenditures shall be made pursuant to the actions of the Executive Committee and accounted for through regular NCSBA accounting procedures. Amendments to the dues structure of the Council shall be adopted only after consultation with the Board of Directors of the NCSBA or its designee. The Chair shall have authority to sign contracts on behalf of the Council with the approval of a majority of the Executive Committee.
ARTICLE VI – MEETINGS
A. Membership – Annual and Special Meetings
- The annual meeting of the Council shall be held at the Council’s annual summer conference.
- Special meetings of the Council may be called by the Chair or any six (6) members of the Executive Committee upon ten (10) days’ notice, with the notice to contain the proposed subject or subjects of the special meeting.
- 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 be by majority vote of the members present and members shall not be permitted to vote by proxy. These requirements also apply to special meetings.
- Meetings of the membership may be held telephonically or by remote videoconference.
B. Executive Committee
- The Executive Committee shall meet at least once each year at the annual meeting of the Council. Other meetings of the Executive Committee may be called by the Chair or by any two (2) members of the Executive Committee. Members of the Executive Committee shall receive at least five (5) days’ written notice of all meetings. Meetings may be held telephonically or by remote videoconference.
- Eight (8) 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 electronically by email, provided that each member of the Executive Committee is given reasonable opportunity to vote on propositions propounded by email, and is given at least five (5) days’ advance notice by email 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. Provided, further, that the Executive Committee is authorized to take positions on legislation as herein set forth pursuant to a meeting of not less than eight (8) of the members conducted by either telephone or by remote videoconference without prior notice.
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.