Page Directory
2009
NAPSEC Strategic Plan
Governance
Membership
Public Policy
NAPSEC Bylaws
What
is a NAPSEC Program?
Continuum of Alternative Placements & Services
Least Restrictive
Environment
NAPSEC Public Policy Issues
NAPSEC
2009 Strategic Plan
NAPSEC...is the
indispensable voice and premier resource
for the private special
education community
Mission
NAPSEC
is the indispensable voice and premier resource for the private special
education community.
NAPSEC accomplishes its mission by:
*
Advocating for private special education providers and families
*
Developing leadership for the future
*
Promoting excellence in quality programs and services
* Serving
individuals with disabilities throughout their lives
* Shaping
public policy to positively impact the lives of those whom we serve
NAPSEC will focus its efforts on:
* Strong
Advocacy
*
Increasing Membership
*
Effective Governance
Governance
Goal
Update
NAPSEC Polices and Bylaws.
Strategy
Review
and adopt IRS 990 requirements.
Timeline:
January 2009
Champion: Governance Committee
Strategy
Review
and adopt ethics and grievance policies.
Timeline:
January 2009
Champion: Governance Committee
Strategy
Review
all policies and procedures on an annual basis.
Timeline:
Ongoing
Champion: Governance Committee
Goal
Update
nomination, selection and orientation process for new Board Members.
Strategy
Review
and adopt nomination and selection process.
Timeline:
March 2009
Champion: Governance Committee
Goal
Define
responsibilities of committees, committee chairs and members.
Strategy
Develop
written guidelines and job descriptions.
Timeline:
January 2009
Champion: Governance Committee
Goal
Revise
and refine CEO/Executive Director evaluation process.
Strategy
Develop
revised guidelines.
Timeline:
July 2009
Champion: Governance Committee
Strategy
Implement revised guidelines to include Strategic Plan to be basis for
CEO/Executive Director evaluation.
Timeline:
July 2010
Champion: Governance Committee
Membership
Goal
Increase NAPSEC Membership.
Strategy
Identify 5 heads of programs from various states to determine which
state would be targeted to sponsor workshop (Arizona Model).
Timeline:
January 2009
Champion: Membership Committee
Strategy
Work
with existing state organizations to increase membership (CASA).
Timeline:
Annual Leadership Conference
Champion: CASA Chair
Strategy
Work
with existing national organizations to increase membership (IDA, NATSAP).
Timeline:
IDA -11/09, NAPSAP 1/09
Champion: Membership Chair
Strategy
Review
Dues structure to attract membership/affiliates.
Timeline:
January 2009
Champion: Executive Director & CEO/Treasurer
Goal
Increase members participation on NAPSEC Committees and in the
organizations’ functions.
Strategy
Present
strategic plan at annual conference and solicit committee participation.
Timeline:
January 2009 & annually
Champion: NAPSEC Board
Strategy
Sponsor
committee member reception at NAPSEC Annual Leadership Meeting.
Timeline:
ongoing
Champion: NAPSEC Board
Goal
Within
3 years have a membership/marketing/outcomes staff person in the
national office.
Strategy
Look
for outside funding stressing the outcomes project.
Timeline:
January 2010
Champion: Executive Director & CEO, CASA Chair
Public Policy
Goal
Champion the causes of private special education community by
influencing public policy.
Strategy
Targeted advocacy addressing specific legislative issues/trends
identified annually through needs assessment survey collected at annual
conference, with input from CASA & NCASES.
Timeline:
January 2009
Champion: CASA Chair, Public Policy Chair,
Executive Director & CEO, NAPSEC President
Strategy
Monitor/report legislative/regulatory activities pertinent to membership
priorities during legislative sessions.
Timeline:
February-September 2009
Champion: Executive Director & CEO,
Public Policy Chair,
Strategy
Begin to shape public/policy opinions through white papers, op-ed,
media, local school representation in coordination with strategies 1 & 2.
Timeline:
March 2009 and as needed as new legislation is considered/introduced
Champion: Executive Director & CEO, Public Policy Chair, ad hoc
working group to be decided
Strategy
Lobbying through constant presence of national office & issue specific
NAPSEC member experts/other related members of community (i.e. parents,
students, employers) regarding pending bills.
Timeline:
Beginning in February 2009
Champion: Executive Director & CEO,
Public Policy Chair, ad hoc working group to be decided.
Strategy
Update progress/status of efforts to NAPSEC community and other
communication outlets.
Timeline:
Bi-monthly beginning in February 2009
Champion: Executive
Director & CEO, NAPSEC President, Public Policy Chair
National Association of Private
Special Education Centers
ARTICLE I. ARTICLES OF INCORPORATION
ARTICLE II. MISSION
ARTICLE III. GENERAL OBJECTIVES
ARTICLE IV. MEMBERSHIP
1.
Full Membership
2.
Affiliate Membership
3.
Non-Discrimination
ARTICLE V. FISCAL AFFAIRS
1.
Non-Profit Corporation
2.
Subsidiary Foundation
3.
Fiscal Year
4.
Borrowing Ability
5.
Accumulation of Assets
6.
Affiliations of Contractual Relationships
7.
Disbursement of Funds
8.
Audit
9.
Compensation of Board of Directors,
Members, and Officers
10.
D & O Insurance
11.
Dues
ARTICLE VI. MEETINGS
1.
Rules
2.
Membership
A.
Annual Meeting
B.
Special Meetings
3.
Board of Directors
A.
Regular Meetings
B.
Special Meetings
4. Action Without Meeting
ARTICLE VII. BOARD OF DIRECTORS
1.
Number
2.
Terms of Office
3.
Election
4.
Vacancies
5.
Resignation or Removal
6.
Powers
ARTICLE VIII. OFFICERS OF THE BOARD OF DIRECTORS
1. Enumeration
2.
Term of Office
3.
Election
4. Duties
A.
President
B.
Vice President
C.
Treasurer
D.
Secretary
E.
Immediate Past President
ARTICLE IX. COMMITTEES OF THE BOARD OF DIRECTORS
1.
Standing Committees
A. Executive Committee
i. Composition
ii.
Meeting
iii.
Powers
iv.
Action Without Meeting
B. Finance
Committee
C.
Legislative Committee
D.
Conference Planning Committee
E.
Public Awareness Committee
F.
Development Committee
G.
Membership Committee
H.
Nominating Committee
I.
Personnel Committee
1.
Establishment
2.
Committee Chairpersons
3.
Committee Responsibilities
ARTICLE X. EXECUTIVE DIRECTOR
1. Authorization
2. Powers
and Duties
ARTICLE XI.
COUNCIL OF AFFILIATED STATE ASSOCIATIONS (CASA)
ARTICLE XII.
NATIONAL COMMISSION FOR THE ACCREDITATION OF SPECIAL EDUCATION
SERVICES (NCASES)
ARTICLE XIII.
OFFICE
ARTICLE XIV.
AMENDMENTS TO THE BYLAWS
ARTICLE XV.
LIQUIDATION OF THE ASSOCIATION
ARTICLE XVI.
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES
ARTICLE XVI.
ELECTRONIC TRANSMISSIONS
SPECIAL
EDUCATION CENTERS
ARTICLE I.
ARTICLES OF INCORPORATION
1. The name and purposes of the
corporation shall be as set forth in the Articles of Incorporation of a
non-profit corporation filed under and pursuant to Title 29, Chapter 5
of the Code of Laws of the District of Columbia. These bylaws, the
powers of the corporation and of its Members, Directors, and Officers
and all matters concerning the conduct and regulation of the affairs of
the corporation shall be subject to the Articles of Incorporation, as
amended, and in effect from time to time.
ARTICLE II.
MISSION
NAPSEC is the indispensable voice and premier
resource for the private special education community.
ARTICLE III.
GENERAL OBJECTIVES
NAPSEC accomplishes its mission by:
1.
Advocating for private
special education providers and families
2.
Developing leadership for
the future
3.
Promoting excellence in
quality programs and services
4.
Serving individuals with
disabilities throughout their lives
5.
Shaping public policy to
positively impact the lives of those whom
we serve
NAPSEC will focus its efforts on:
1.
Strong Advocacy
2.
Increasing Membership
3.
Effective Governance
ARTICLE IV.
MEMBERSHIP
1. Full Membership. Full
membership in the Association is available to any private facility
dedicated to serving children, adolescents, and/or adults
with exceptionalities in an educational/therapeutic setting which
adheres to the "NAPSEC Code of Ethics" and who meet the requirements for
membership established by the Board of Directors.
The membership shall have the power to
approve or amend the Association bylaws, elect delegates to the Board of
Directors, and give broad, general direction to the Board of Directors.
Each full membership is based upon public
adherence to and the practice of the "NAPSEC Code of Ethics". Adherence
shall be evidenced by an annual signed statement accompanying the annual
billing for dues. Non-adherence to any portion of the Code of Ethics
shall be sufficient reason for termination of membership, under
procedures approved by the Board of Directors.
Each full membership shall appoint one
person ("member representative"- normally the Chief Executive Officer)
to act in its behalf on all business brought before the membership.
Each member representative shall be designated by an annual signed
statement accompanying the annual billing for dues. Each member
representative is entitled to one vote at meetings of the membership and
to hold office. If the member representative should disengage his/her
association with the full member private facility, said full member may
designate in writing a new member representative. If said disengaged
member representative is an office holder, then that office will be
considered vacant and will be filled under Article VII Section 4 of
these bylaws.
Each full membership in the Association
is continued by paying current dues and/or assessments and maintaining
membership requirements established by the Board of Directors.
2. Affiliate Membership.
Affiliate membership may from time to time be established by the Board
of Directors. Such members shall have no right to notice of or vote at
any meeting, shall not be considered for purposes of establishing a
quorum, and shall have no other rights.
3.
Non-Discrimination. The Association shall not
discriminate on the basis of race, color, age, sex, disability,
religion, national and ethnic origin, or sexual orientation in the
administration of its policies, programs, and employment practices.
ARTICLE V.
FISCAL AFFAIRS
1.
Non-Profit Corporation. The
Association shall conduct its business as a tax exempt corporation as
outlined under the provisions of the Internal Revenue Code section
501(c)(4).
2. Subsidiary Foundation.
The Association shall manage a Foundation that shall be called "The
National Association of Private Special Education Centers Foundation,
Inc.” as set forth in the Articles of Incorporation of a non-profit
corporation under and pursuant to Title 29, Chapter 5 of the Code of
Laws of the District of Columbia. Said Foundation shall maintain tax
exempt status as outlined under the provisions of the Internal Revenue
Code section 501(c)(3) and section 170(b)(1)(A)(vi).
3. Subsidiary
Commission. The Association shall manage a Commission that shall
be called “The National Commission for the Accreditation of Special
Education Services, Inc. (NCASES)” as set forth in the Articles of
Incorporation of a non-profit corporation as outlined under the
provisions of the Internal Revenue Code section 510 (a).
4. Fiscal
Year. The fiscal year of the Association shall begin on the
first day of September and end on the last day of August in each year.
5. Borrowing
Ability. Authorization of borrowing, in such amounts as
designated by the Board of Directors, may be made jointly by the
Executive Director and either the President or the Treasurer.
Authorization to borrow in excess of the Board designated amount
requires a vote of the Board of Directors.
6. Accumulation
of Assets. The Association may accumulate assets consistent
with the purposes of the corporation as set forth in the Articles of
Incorporation.
-
Audit. The Board
of Directors shall designate a Certified Public Accountant to
perform the annual audit and any other audit(s) required by specific
funding or related or managed Trusts.
7.
Compensation of Board of Directors, Members, and Officers.
Board members and Officers shall serve without compensation. Provided,
however, the Board of Directors may vote to reimburse members and
Officers for out-of-pocket disbursements incurred in the conduct of
unusual Association activities or meetings which are beyond the normal
duties expected of voluntary service.
8. D & O. NAPSEC shall maintain a Directors' and
Officers' (D & O) liability insurance policy in the minimum amount of
$1,000,000.
9. Dues. The NAPSEC Board of Directors, as part of
their budget process, shall establish membership dues each year.
Increases shall be limited to a reasonable inflation factor established
by the Finance Committee but in no event shall the increase exceed four
percent (4%). Dues structure changes, special assessments, and/or
annual increases larger than four percent (4%) shall require a vote of
the membership at a legally convened meeting or by mail ballot.
ARTICLE VI.
MEETINGS
1. Rules. The rules contained in
Robert's Rules of Order shall govern the Association in all cases to
which they are applicable and in which they are not inconsistent with
these bylaws or with special rules of order for this Association.
2. Membership
A. Annual Meeting. There shall be an annual meeting for
receiving the annual reports of the Officers, Directors, Committees, and
the transaction of other business. A fiscal overview, a programmatic
overview, and future goals must be addressed. Notice of the meeting,
signed by the Secretary, shall be emailed, except as herein or by
statute otherwise provided to the last recorded email address of each
member at least fifteen (15) days and not more than fifty (50) days
before the time appointed for the meeting. All notices of the meeting
shall set forth the place, date, time, and purpose of the meeting (for
the convenience of the membership normally at the Annual Conference in
January). The annual meeting shall be scheduled within one hundred
fifty-three (153) days of the close of the prior fiscal year and may be
extended by approval of the Board of Directors. A quorum for the annual
meeting shall be twenty percent (20%) of the full membership. Voting
shall proceed on the basis of one vote per each full membership. Voting
by proxy is in order providing the member representative issuing the
proxy do so in advance on an official NAPSEC proxy form provided by the
Secretary bearing original signature and filed with the President or
designee chairing the Annual Meeting. Said proxy to become an
attachment to the Annual Meeting minutes. Each proxy designee shall be
considered for purposes of establishing a quorum. Except as otherwise
herein set forth, all votes shall require a majority vote of the quorum
for passage.
B. Special Meetings. A special meeting of the Association
may be called by the President, any five (5) Directors, or any ten (10)
members. The request must be in writing to the President of the
Association. Thirty (30) days notice must be given for such a meeting.
The quorum and voting requirements are the same as for the annual
meeting. See Section 2, A. above. The notice of the meeting must
specify the purpose for which the meeting was called.
1.
Board of Directors
A. Regular Meetings. Regular
meetings of the Board of Directors shall be held at least three (3)
times each year. A quorum shall consist of a majority of the duly
elected directors. Each full board member has one (1) vote. Except as
otherwise herein set forth, all votes shall require a majority vote of
the quorum for passage.
B. Telephone and Electronic
Meetings. Members of the Board may participate in a meeting of
the Board by means of a conference telephone, electronic video screen
communication or other communications equipment so long as all of the
following apply:
(a)Each
director participating in the meeting can communicate with all of the
other directors concurrently.
(b) Each
director is provided with the means of participating in all matters
before the Board, including the capacity to propose, or to interpose an
objection to, a specific action to be taken by the corporation; and
(c) This
corporation verifies that (i) a person communicating by telephone,
electronic video screen, or other communications equipment is entitled
to participate in the Board meeting as a director or by visitation of
the Board or otherwise, and (ii) all motions, votes, or other actions
required to be made by a director were actually made by a director and
not by someone who is not entitled to participate.
C. Special
Meetings. The President, at his or her request, or at the
request in writing of five (5) members of the board may call for a
special meeting of the board. The quorum and voting requirements are
similar to those of the regular board meetings. See Section 3, A.
above.
D. Action
Without Meeting. Any action by the Board of Directors may be
taken without a meeting if a written consent thereto is signed by
two-thirds (2/3) of the Directors then in office and filed with the
records of the meetings of the Board of Directors. Such consent shall
be treated as a vote of the Board of Directors for all purposes. Mail,
email and facsimile may be utilized.
ARTICLE VII. BOARD
OF DIRECTORS
1.
Number. There shall be no more than sixteen (16) members of
the Board of Directors of which twelve (12) shall be elected by the
membership for terms described in Article VII Section 2, below.
There shall be four (4) Board of Director
members as follows:
A.
The immediate Past
President shall serve as a full voting member of the Board of Directors
without election but may not hold office.
C. The
Chairperson of the Conference Committee, appointed by the NAPSEC Board
President, with consideration of the committee’s recommendation,
shall serve as a full voting member of the Board of Directors but may
not hold office.
B. Council
of Affiliated State Association (CASA) Chairperson, as appointed by
the CASA members, shall serve as a full voting member of the Board of
Directors but may not hold office.
C.
National Commission for the Accreditation of Special Education Services
(NCASES) Chairperson, as elected by the NCASES commissioners, shall
serve as an ex-officio, voting member of the Board of Directors, and may
not hold office.
2. Terms of Office. The
term of office for each elected board member shall be for three (3)
years. Four (4) members of the Board of Directors shall be elected each
year. A board member may serve a maximum limit of three (3) consecutive
terms. Service prior to the adoption of Revision #18 of these bylaws
shall not count toward term limits. Board members reaching maximum term
limits are not eligible for reelection for three (3) years.
3. Election. A Nominating
Committee shall conduct elections to the Board of Directors as follows:
A. Incumbent
members of the Board of Directors, provided they have not reached term
limit, shall be considered for nomination at will.
B. Member
representatives seeking nomination shall return nomination papers to the
Nominating Committee with at least five (5) endorsing signatures of
member representatives.
C. The
Nominating Committee shall email nomination papers and a list of all
member representatives to each member representative at least fifty (50)
days prior to the election. Completed nomination papers shall be
submitted to the Nominating Committee at least fifteen (15) days prior
to the election. A list of valid nominees shall be emailed to
all members at least fourteen (14) days prior to the election. If the
election is by mail, the ballot must contain a list of valid nominees.
D.
In the absence of four (4) persons seeking
nomination each year, the Board of Directors and the Nominating
Committee is empowered to solicit additional candidates. Self nominees
may be considered.
E. The
Nominating Committee shall establish a ballot of all nominations to the
Board of Directors for vote by the membership; ballot position of names
shall be in alphabetical order, conduct the election in a fair fashion
with written, secret ballots; tally the votes and confirm the four (4)
top vote recipients as Board of Director members for the next three (3)
year term.
F. New
Board of Director members to take office following the adjournment of
the State of the Association meeting held during the NAPSEC annual
meeting.
4. Vacancies. If
vacancies occur for any reason, the Board of Directors by two-thirds
(2/3) vote shall fill the vacancies for the full unexpired term. Open
solicitation of the membership shall be utilized to establish interested
candidates.
5. Resignation or Removal. Any Director may resign at
any time by giving written notice to the President, the Secretary, or
the full Board. Such resignation shall take effect at the time
specified therein or, if no time is specified, at the time of acceptance
by the President or the Board. Any Director may be removed from the
Board, with or without cause, by two-thirds (2/3) vote
cast by the Board at a meeting at which a quorum is present.
6. Powers. The powers of the Board of Directors include
the following:
A.
Adoption of all annual
plans.
B.
Adoption of all internal policy positions.
C. Adoption
of all public policy positions in the interest of the general good of
the membership.
D. Approval
of all long term plans to be presented for adoption at the Annual
Meeting.
E. Adoption
of the annual budget.
F.
Adoption of Annual Dues.
G. Approval
of dues structure changes, special assessments, and/or dues increases
larger than four percent (4%) annually for adoption at the Annual
Meeting or by mail ballot.
H. Final
decision making on all legal matters.
I. Ratification
or modification of all Executive Committee activities.
J.
Hire and evaluate the Executive
Director/CEO
K. Establish salary of Executive Director/CEO and raises
L. If
required, terminate for cause the Executive Director/CEO by a majority
vote.
M. Authorize the Executive Director or other Officers to enter into
contracts on behalf of the Association.
ARTICLE VIII.
OFFICERS OF THE BOARD OF DIRECTORS
1. Enumeration. The
Officers of the Association shall be: President, Vice President,
Treasurer, and Secretary. All Officers shall concurrently serve in the
same positions as members of the Board of Directors.
2. Term of Office. The
term of office of President, Vice President, and Secretary is for one
(1) year, with a maximum of (3) one-year terms in said office.
The term of office for Treasurer is for
one (1) year and successive years are not limited except as described in
Article VII Section 2.
3. Election. Following an
election of the Board of Directors, the new Board shall meet to elect
Officers. The Chairperson for the Officer election shall be the
immediate past President or in the past President’s absence a Board
member, not running for Office, approved by majority vote of the Board.
Candidates may support their candidacy for Office at any time prior to
the election in any form they deem appropriate. Self-nominations are in
order. Each candidate shall be given up to five (5) minutes to address
the Board prior to the vote. The vote shall be taken by secret ballot
and tallied by the Chairperson. The Officers shall be elected by
majority vote.
The newly elected Officers shall assume
their position immediately.
4. Duties.
A. President. The
President shall act as spokesperson for the Association and oversee all
Association activities. The President shall run all meetings of the
Board of Directors, the Executive Committee and the Membership. The
President shall present a report of the activities of the Association to
the Membership at the annual meeting. The President shall appoint all
committee Chairpersons (except as indicated elsewhere in these bylaws)
and other delegates or emissaries of the Association. The President
shall have signatory authority for borrowing and check signing as
detailed in these bylaws. The President shall also serve as a voting
Commissioner on the National Commission for the Accreditation of Special
Education Services (NCASES).
B. Vice President. The
Vice President shall perform the duties of the President in the
President's absence. The Vice President shall serve as the Chair of the
Nomination Committee. The Vice President will assist the President as
the President sees fit.
C. Treasurer. The Treasurer
shall be responsible for the custody of all funds, property, and
securities of the Association. The Treasurer shall be the Chairperson
of the Finance Committee. The Treasurer will perform all duties
attendant to the office of the Treasurer. The Treasurer shall
submit an annual and quarterly written report. The Treasurer shall have
signatory power for borrowing and check signing as detailed in these
bylaws. The Treasurer shall be a Trustee of the NAPSEC Foundation,
Inc. These provisions shall apply equally to the NAPSEC Foundation,
Inc.
D. Secretary. The
Secretary shall be responsible for the safekeeping of the minutes of the
Association, its records, and any other statutory responsibility
pertaining to the taking and safekeeping of records of the Association
and notification of the meetings of the membership.
E. Immediate Past President.
The immediate Past President shall serve as a member of the Executive
Committee.
ARTICLE IX.
COMMITTEES OF THE BOARD OF
DIRECTORS
The following committees have been established
by the NAPSEC Board of Directors and maybe utilized, as needed, by the
organization.
1. Standing Committees.
A. Executive Committee.
i. Composition. There
shall be an Executive Committee comprised of the President, the Vice
President, the Treasurer, the Secretary, and the immediate past
President.
ii. Meeting. Meetings of
the Executive Committee may be called by the President or any two
members.
iii. Powers. The Executive
Committee has the power to make recommendations on policy matters to the
entire Board of Directors. It may make emergency or interim decisions
to be ratified or modified by the Board of Directors at the next regular
board meeting. It may be granted other powers and duties from time to
time by the Board of Directors.
iv. Action Without Meeting. Any
action by the Executive Committee may be taken without a meeting if a
written consent thereto is signed by all of the Executive Committee
members then in office and filed with the records of the meetings of the
Executive Committee. Such consent shall be treated as a vote of the
Executive Committee for all purposes. Telephone conferencing, email,
mail, and facsimile may be utilized.
B. Finance Committee. The
Finance Committee shall have the Treasurer as its Chairperson. It shall
develop an annual budget and shall establish procedures for making
assessments, and collecting dues from the Association members subject to
adoption by the Board of Directors, shall oversee the fiscal affairs of
the Association, and shall pursue new sources of revenue for the
Association.
C. Development Committee.
The Development Committee shall pursue new programs and, in
collaboration with the Finance Committee and the Advisory Board, shall
pursue new sources of revenue for the Association.
D. Public Policy Committee.
The Public Policy Committee shall review state and federal legislation
and regulations and disseminate this information to the membership with
its recommendations where needed.
E. Outcomes Studies Committee.
The Outcomes Studies Committee shall conduct studies of NAPSEC member
programs. The committee will compile and analyze the data that is
collected from NAPSEC members and disseminate its findings. The
committee shall be chaired by a NAPSEC Board member. Members of the
committee shall be volunteers from NAPSEC member programs. All studies
by the committee must be approved in advance by the NAPSEC Board of
Directors.
F. Membership
Committee. The Membership Committee shall develop and update
membership requirements, strive to cultivate new members, and sustain
current members. The committee will respond to membership needs through
research and exploration and recommend potential solutions to the Board
of Directors.
G. Conference Planning
Committee. The Conference Planning Committee shall plan
and implement the program of the NAPSEC Annual Conference.
H. Public Awareness Committee. The
Public Awareness Committee shall plan and implement a program of
publicity and public relations to promote the activities and programs of
the Association. The Awards Committee shall be a subcommittee of the
Public Awareness Committee, shall review all nominations for the various
NAPSEC awards and recommend recipients to the Board of Directors.
I. Nominating
Committee. The Vice President will chair the nominating
committee. He/she shall select two board members to serve on the
committee. The Nominating Committee shall conduct elections to the Board
of Directors as outlined in "Article VII - Section 3."
J. Governance
Committee. The chairperson is responsible to facilitate the
annual evaluation of the Executive Director/CEO by soliciting input from
the Board of Directors. The review shall be based on Executive
Director/CEO obtaining the goals established in the Strategic Plan. The
evaluation shall be reviewed by the Board at the Summer Board meeting
and then shared with the Executive Director/CEO. The committee shall
annually review the staff manual, policy and bylaws and recommend
changes to the Board of Directors at the summer board meeting for
subsequent approval from the membership.
2. Establishment. The Board
of Directors may establish additional standing committees deemed
necessary to the promotion and furtherance of the activities and goals
of the Association.
3. Committee Chairpersons.
Except as specified elsewhere in these bylaws, Committee Chairpersons
are to be appointed annually by the President. Committee Chairpersons,
whenever possible, are to be members of the Board of Directors. The
Committee Chairpersons select the membership of each committee drawing
upon the entire Association as necessary for effective committee
operation.
4. Committee Responsibilities.
Committee responsibilities shall be defined and established by the Board
of Directors.
5.Committee Chairpersons
Responsibilities. The chairperson is responsible for setting
the agenda for the committee meeting with the input from the Executive
Director. All activities of the committee shall be shared with the
executive director when she/he can not attend a committee meeting.
Recommendations from the committee are submitted to the board for
approval. The committee under the direction of the chairperson will
work to complete the board approved goals.
ARTICLE X.
EXECUTIVE DIRECTOR
1. Authorization. The
Association shall maintain the position of Executive Director. The
Executive Director/CEO shall be hired by the Board of Directors and,
through the President, be responsible to the Board of Directors.
2. Powers and Duties. The
Executive Director shall be the Chief Executive Officer of the
Association and shall, subject to control by the President, run the day
to day operations of the Association and be responsible for the
administration of the Association, the implementation of board policy
and Association projects. The Executive Director/CEO shall be
responsible for the implementation and control of the budget as approved
annually by the Board of Directors.
The Executive Director/CEO shall be a
non-voting, ex-officio member of the Board of Directors and all
committees of the Board of Directors, shall have the general powers and
duties of management usually vested in the office of the Executive
Director/CEO of a corporation, and shall have such other powers, duties,
and responsibilities as may be prescribed by the Board of Directors or
by these bylaws.
The Executive Director/CEO (or designee)
shall have check and contract signing authority on behalf of the
Association consistent with established Board policy and within the
fiscal budget parameters established by the Board. Checks over
$5000 shall require authorization by the NAPSEC Treasurer (see Article
V. Section 8.). Contracts over $5,000 shall require approval of the
executive committee.
The Executive Director/CEO shall also
serve as the Executive Directory/CEO of the National Commission for the
Accreditation of Special Education Services (NCASES).
ARTICLE XI.
COUNCIL OF AFFILIATED STATE
ASSOCIATIONS (CASA)
CASA Mission Statement: To assist state
associations in facilitating the availability and accessibility of
private special education services for children with disabilities
through improved advocacy, public policy development, legislative
expertise, and association management skills. CASA will provide input
and response from the states on public policy and legislation to NAPSEC
and assist with membership recruitment for the state associations and
NAPSEC.
1. CASA
shall be a direct subsidiary of the Board of Directors of NAPSEC and
election to it shall be by majority vote of the NAPSEC Board of
Directors, shall be confirmed upon receipt of fees, and shall extend for
a term of one year, automatically renewable (in the absence of Board
action to the contrary) each following year with the payment of fees.
CASA shall make recommendation to the NAPSEC Board of Directors, through
its Chairperson, regarding all matters affecting CASA.
2. CASA,
, shall appoint a Chairperson from the representatives of its members
who shall also serve as a voting member of the NAPSEC Board of Directors
for a term of two (2) years. Not to exceed four consecutive (2) year
terms.
3.
Eligibility criteria, and privileges
relating to membership in CASA, shall be recommended by CASA and
approved by the NAPSEC Board of Directors.
4.Membership in the Council of Affiliated State Associations may be
terminated at any time by two-thirds (2/3) vote of the NAPSEC Board of
Directors.
5.CASA shall meet annually in conjunction with the NAPSEC Annual Meeting
and shall hold such other meetings as its Chairperson or the President
of NAPSEC shall call.
6. CASA representation shall consist of the President of each member
state association or his/her delegate. Each member state association
shall have one vote at CASA meetings and one vote at the NAPSEC Annual
Meeting.
7. Fees relating to membership in CASA
shall be established by the NAPSEC Board of Directors and shall be
payable to NAPSEC.
ARTICLE XII.
OFFICE
1. The Board of Directors is hereby granted authority to establish the
principal office of the association at such place as the Board of
Directors may determine and to change the location of the office from
time to time.
ARTICLE XIII.
AMENDMENTS TO THE BYLAWS
1. These bylaws may be amended by a
majority vote of the members present at an annual or special meeting of
the membership, provided notice of the purport of proposed amendment has
been stated in the notice for the meeting.
2. These bylaws may be amended at any
annual or special meeting of the membership or by email ballot
without such notice, by a vote of two-thirds (2/3) of the members
present or ballots cast.
ARTICLE XIV.
LIQUIDATION OF THE ASSOCIATION
1. If
it becomes necessary or desirable to dissolve this Association, a
three-fourths (3/4) vote of the Board of Directors is required. In such
an eventuality, the assets of the Association shall be applied or
distributed as follows:
A. All
liabilities and obligations of the Association shall be paid, satisfied,
and discharged, or adequate provisions shall be made thereof.
B. Assets
held by the Association under conditions shall be returned honoring
these conditions.
C. All
other assets shall be assigned by the Board to those institutions or
groups whose purposes are substantially similar and in agreement with
the purposes of this non-profit 501(c)(4) District of Columbia
corporation.
D. Individual members will not be
responsible for the outstanding liabilities of the Association.
ARTICLE XV.
INDEMNIFICATION OF OFFICERS,
DIRECTORS,
AND EMPLOYEES
Each Director and Officer of the
Association shall be indemnified by the Association against all
expenses, except as stated below, reasonably incurred by him/her in
connection with any action, suit, or proceeding to which he/she shall be
made a party, or with which he/she shall be threatened, by reason of
his/her being or having been a Director or Officer at the time of the
Association, whether or not he/she continues to be a Director or Officer
at the time of incurring such expenses. The expenses covered by the
foregoing indemnity shall not include any: a) expenses incurred in
connection with any matters as to which such Director or Officer shall
be adjudicated, from such action, suit, or proceeding without such being
reversed, to be liable by reason of his/her having been guilty of
willful misconduct in the performance of his/her duty as such Director
or Officer; or b) amounts paid by such Director or Officer in
settlement of any action, suit, or proceeding or expenses incurred in
connection with any matters which shall have been the subject of such
action, suit, or proceeding disposed of otherwise than by adjudication
on the merits unless in relation to such action, suit, or proceeding or
expenses incurred in connection with any matters which shall have been
the subject of such action, such Director or Officer has not been guilty
of willful misconduct in the performance of his/her duty as such
Director or Officer and as to whether or not a Director or Officer has
been guilty of willful misconduct in relation to such action, suit, or
proceeding or other matter, the Board of Directors and each Director may
conclusively rely upon the opinion of such counsel as approved by the
Board of Directors. As used in this paragraph, the terms "Director" and
"Officer" include their respective heirs, executors, and administrators.
The foregoing right of indemnification
shall be in addition to any rights to which any Director or Officer may
otherwise be entitled as a matter of Law. Indemnification of employees
including the Executive Director and other agents of the Association
(including persons who serve at its request as employees) may be
provided by the Association to whatever extent shall be authorized by
the Directors before or after the occurrence of any event as to or in
consequence of which indemnification may be sought. Any indemnification
to which a person is entitled under those provisions may be provided
although the person to be indemnified is no longer a Director, Officer,
employee, or agent of the Association.
ARTICLE XVI.
ELECTRONIC TRANSMISSIONS
Unless otherwise provided in these
Bylaws, and subject to any guidelines and procedures that the Board of
Directors may adopt from time to time, the terms “written and “in
writing” as used in these Bylaws included any form of recorded message
in the English language capable of comprehension by ordinary visual
means, and may include electronic transmissions, such as facsimile or
email, provided (i) for electronic transmissions from the corporation,
the corporation has obtained an unrevoked written consent from the
recipient to the use of such means of communication ; (ii) for
electronic transmissions to the corporation, the corporation has in
effect reasonable measures to verify that the sender is the individual
purporting to have sent such transmission; and (iii) the transmission
creates a record that can be retained, retrieved, reviewed, and rendered
into clearly legible tangible form.
Adopted: October
1972 Revision #11: January 26, 1989
Revision #1: January 29,
1977 Revision #12: January 18, 1990
Revision #2: January 27,
1979 Revision #13: February 1, 1991
Revision #3: January 26,
1980 Revision #14: January 25, 1992
Revision #4: January 24,
1981 Revision #15: January 23, 1993
Revision #5: January 23,
1982 Revision #16: January 20, 1994
Revision #6: January 29,
1983 Revision #17: January 19, 1995
Revision #7: January 28,
1984 Revision #18: November 15, 1996
Revision #8: January 26,
1985 Revision #19: January 23, 1998
Revision #9: January 25, 1986
Revision #20: January 11, 2001
Revision #23: December 14, 2007
Revision
#24: March 14, 2008
Revision #25: November 18, 2009
I certify that the foregoing is a true
and correct copy of Revision #25 of the bylaws of the above-named
corporation, duly adopted by email ballot of the Corporation on November
18, 2009.
Dr. Dorothy Van Horn, NAPSEC Secretary
