The Pennsylvania School Boards Association is a nonprofit statewide association of public school boards, pledged to the highest ideals of local lay leadership for the public schools of the commonwealth.

Article I Article II Article III Article IV Article V
Article VI Article VII Article VIII Article IX Article X
Article XI Article XII Article XIII    

ARTICLE I - MEMBERSHIP  

SECTION 1. Educational Entities as Members. Membership is open to the following entities providing public education in Pennsylvania:

A. Public school districts.
B. Intermediate units.
C. Vocational/technical schools.
D. Colleges or universities supported by state or local taxes.
E. Any other entity created by statute in Pennsylvania and providing public education services.

SECTION 2. Individual Membership.

A. Membership by any entity referred to in Section 1 shall confer derivative individual membership on the members of the board of directors or other governing body of the entity.

B. Any nonmember secretary of the board of directors or governing body of any entity referred to in Section 1 shall be an individual member.

C. The individual members referred to in subsections A and B above, subject to conditions set forth in these bylaws, shall be entitled to full membership rights including the right to:

    1) Attend and participate in the deliberations of the annual convention, other statewide meetings and regional meetings.

    2) Serve on committees when appointed to do so.

    3) Hold office when elected.

    4) Receive the official publications of the Association.

D. Voting Rights. The individual members referred to in subsections A and B above shall have full voting rights so long as the entity through which their membership is derived continues to be a member of the Association. An entity has no voting rights except those entitled to be exercised by individual voting members.

SECTION 3. Nonvoting Membership. There shall be the following three classifications of nonvoting membership:

A. Associate Membership - Associate membership shall be open to:

    1) The members and secretaries of boards or governing bodies eligible for entity membership where the entity has not joined the Association.

    2) Any officer, administrator or other supervisor of any entity eligible for membership.

    3) Members of departments or other groups referred to in Article VII hereof.

    4) Former school directors and those formerly qualifying for associate membership who desire to continue affiliation with the Association due to a continuing interest in public education or for the purpose of retaining insurance coverage acquired through the Association as the result of prior service in any membership category.

    5) Membership by an entity referred to in Section 1 confers associate membership on the chief administrative officer of the entity.

    6) Members of a statutorily established board of control.

B. Service Associate Membership shall be open to individuals and firms offering services or commodities for sale to entities described in Article I.

C. The following are eligible for Honorary Membership:

    1) All past presidents and past executive directors of the Association.

    2) The secretary of education.

    3) Any other person who as the result of distinguished service to the Association or to public education in Pennsylvania has had honorary membership conferred by majority vote at an annual convention or by action of the Board of Directors.

D. Privileges and Benefits of Nonvoting Members. All categories of nonvoting members shall have the right to:

    1) Attend and participate without vote in all conventions, conferences and regional meetings of the Association.

    2) Hold appointive offices.

    3) Participate in group insurance programs and other services for individual members as may be sponsored or endorsed by the Association.

    4) Receive the Association's official publications and obtain upon request other publications and services of the Association.

SECTION 4. Termination of Membership. Membership may be terminated by the Board of Directors with respect to any entity or person who has failed to pay dues imposed under these bylaws after written notice of delinquency has been given at least ten (10) days prior to the Board of Directors action. Any membership so terminated will be reinstated without further action of the Board of Directors upon payment of the delinquent dues.

ARTICLE II - DUES

SECTION 1. When Payable. All dues shall be payable annually on July 1 of each year.

SECTION 2. Amount Payable. The amount of dues in the various membership categories shall be as follows:

A. School Districts. For the year beginning July 1, 1994, and thereafter unless changed, dues for school districts shall be the sum of the following:

    1) Eight dollars per million on the first billion dollars plus one dollar for each additional million of the district's market valuation established by the latest certification of the Pennsylvania State Tax Equalization Board but subject to a maximum of $9,300; plus

    2) An annual base rate of $950 per district.

B. Intermediate Units and Vo-Tech Schools. Dues for intermediate units and vo-tech schools for the 1994-95 year and thereafter until changed shall be $950.

C. Community Colleges. Dues for community colleges for the 1993-94 year and thereafter until changed shall be $2,250.

D. Other Entities. Dues for all other entities eligible for membership under Article I shall be determined by multiplying the entity's current approved budget for all purposes except debt service and capital outlay by one tenth of one mill (.0001).

E. Associate and Service Associate Members. Dues and service fees for associate and service associate members shall be fixed by a majority of the Board of Directors and shall not be subject to the notice requirements of Section 3 of this Article.

F. Honorary Members. There shall be no dues or service fees charged to honorary members.

SECTION 3. Changing Dues. The Board of Directors, by two thirds vote of its membership, is empowered to change the amount of the dues for the entities referred to in subsections A, B, C and D of Section 2 provided that notice of the changed dues rate shall be given to the entity members not later than the first day of April preceding the effective date of such dues change.

ARTICLE III - Board of Directors

SECTION 1. Composition. There shall be an Board of Directors consisting of the president, the president-elect, the two vice presidents, the immediate past president, the regional directors, the president and vice president of the Department of School Board Secretaries, and one member from each of the other departments.

SECTION 2. Duties and Powers of the Board of Directors. The Board of Directors shall have the following duties and powers:

A. Between annual conventions it shall exercise general supervision over the affairs of the Association and shall be charged with implementing the purposes, policies and programs established in accordance with these bylaws.

B. It shall adopt a budget before July 1 of each year, make adjustments in the budget as exigencies of the situation require and fix fees for services and programs of the Association.

C. It shall appoint and establish the conditions of employment of a corporate fiduciary as Association depository, an executive director, a certified public accountant and a general counsel and shall adopt appropriate policies providing for the employment of such other personnel as shall be required.

D. To enter into agreements with other agencies, plan, implement and administer projects, activities and services of an educational nature designed to improve services to its members.

E. To receive funds from federal and state sources, foundations and other sources and provide for the expenditure of such funds for appropriate purposes consistent with the grants.

F. To borrow money and execute evidences of indebtedness and security instruments.

G. To purchase, sell, lease or encumber real estate upon approval by two thirds of the membership of the Board of Directors.

SECTION 3. Meetings and Voting.

A. The Board of Directors shall meet at the call of the president or on its own motion or upon the written request of any eight members.

B. Between regularly scheduled meetings the Board of Directors may, at the call of the Executive Committee, vote by a mail ballot limited to a single issue.

C. A regional director unable to attend a meeting of the Board of Directors may appoint an assistant regional director to attend with full voting privileges, provided the executive director is notified of the appointment prior to the meeting.

SECTION 4. Vacancies.

A. A vacancy shall occur on the Board of Directors when (1) a member ceases to be a member of a school board or other governing body of a entity referred to in Article I (except as provided in Article IV, Section 2); or (2) the entity represented by the member ceases to be a member of the Association; or (3) a member fails to attend two successive meetings of the Board of Directors without proper excuse.

B. A vacancy involving a department representative shall be filled by that department, and all other vacancies shall be filled by the Board of Directors. Appointments to fill vacancies shall be for the remainder of the term vacated.

SECTION 5. Quorum. A majority of the voting membership of the Board of Directors constitutes a quorum.

ARTICLE IV - OFFICERS

SECTION 1. Officers. The officers of the Association shall be a president, a president-elect, a first vice president, and a second vice president.

SECTION 2. Eligibility. Any individual member under Article I, Section 2, subsections A and B, is eligible to hold office so long as membership status continues; provided, however, that a person who was a member when elected president or who stood to assume the presidency by virtue of having been elected president-elect in accordance with Article IV, Section 4.B. and has served as president-elect shall be entitled to serve the full term of the president regardless of the fact that such person may cease to be a member of the board of the entity from which individual membership was derived.

SECTION 3. Term of Office. Terms of all officers shall begin January 1 following election and continue for one year, or until a successor is elected.

SECTION 4. Election.

A. All persons seeking to become officers of the Association shall file with the executive director of the Association during the month of MARCH, on a form to be provided by the Association, an expression of interest in the office sought. The expression of interest in the office sought shall be mailed first class and postmarked or marked received at PSBA headquarters by MARCH 31. If said date falls on a Saturday, Sunday or holiday, then the expression of interest shall be received by the office by 5:00 p.m. on the next business day. If no expression of interest statement is received at PSBA headquarters for a specific officer position, an alternate notification process will be immediately implemented as provided for in PSBA policy.

B. Notwithstanding anything herein to the contrary, a president elect who has been duly elected to that position shall automatically assume the presidency in the succeeding term and shall not be required to stand for election. A president-elect who has been appointed to fill a vacancy shall be required to go through the nominating process and stand for election in the succeeding term, along with any other eligible member who may seek election.

C. Prior to June 10, the Nominating Committee shall interview all persons who shall have filed in accordance with subsection A above.

D. Those persons who have filed an expression of interest in accordance with subsection A above, and who have been interviewed in accordance with subsection B above, and who have not been slated by the Nominating Committee, shall be notified by the Nominating Committee chairperson by June 10 that they have not been slated for office by the Nominating Committee.

E. Persons who have not been slated for an office by the Nominating Committee and who seek to be considered as a candidate for the office of the Association may file a nominating petition not later than July 10 for an office of the Association in accordance with the following provisions:

    1) A nominating petition shall be secured from the executive director of the Association.

    2) Such nominating petition shall be in such form as approved by the Board of Directors of the Association.

    3) Such nominating petition shall specify the office sought by the petitioner.

    4) Such nominating petition shall contain the signatures of at least twenty five (25) persons eligible to vote for officers of the Association, not more than five (5) of which signatures may come from a single member school district. Signatures may not be affixed to nominating petitions prior to the meeting of the Nominating Committee and the announcement of the slated candidates by the Committee.

    5) Such nominating petition shall be mailed first class and postmarked or marked received at PSBA headquarters by the executive director of the Association not later than July 10.

    6) The signatures affixed to such nominating petition shall be members in good standing eligible to vote for the fiscal year in which the election is to occur. In the event that fewer than 25 signatures shall be determined to be voting members in good standing prior to the opening of the annual meeting, the candidate represented by such petition shall be ineligible to be a candidate for such office, and his or her name shall be stricken from consideration for office.

    7) The printed ballot specified in Section 4, subsection E, below shall include all names that satisfy the foregoing provisions. In the event that more than one candidate shall file such nominating petitions for a given office in accordance with these provisions, such candidates shall be listed alphabetically following the slated candidates chosen by the Nominating Committee.

F. A printed ballot listing the names of the various candidates to be considered for the offices of the Association shall be prepared prior to the annual meeting.

G. The candidates for office slated by the Nominating Committee shall be listed first on the ballot. In the event that there is more than one candidate slated for a given office, the position on the ballot shall be determined by drawing lots.

H. In the event that a person slated for office by the Nominating Committee should die, or be disabled, or should otherwise be unable to fill the office for which slated in the opinion of the executive committee prior to the annual election, the president shall convene the Nominating Committee prior to the annual meeting for the purpose of slating a substitute candidate.

I. An appropriate procedure shall be established by the Board of Directors to ensure that only properly qualified candidates appear on the ballot; that only those persons eligible to vote at the annual meeting cast ballots at that time for the election of officers; and that no absentee ballot is counted for a person who has registered and voted at the annual meeting.

J. Any voting member of the Association who does not intend to be registered at the annual meeting may, subject to the provisions of these bylaws, vote for the election of officers by use of an absentee ballot. A request for an absentee ballot shall be made in writing to the executive director, said request to be mailed first class and postmarked or marked received at PSBA headquarters not later than August 15 immediately preceding the annual meeting. All requested absentee ballots shall be mailed to the members by the executive director not later than the immediately following August 25 and the absentee ballot must be returned to the executive director mailed first class and postmarked or marked received at PSBA headquarters not later than September 10 immediately preceding the annual meeting.

K. The absentee ballot shall be identical to the ballot intended for use at the annual meeting except that it shall be marked "absentee" and shall be sent to the member requesting the same in an envelope marked "Important dated ballot PSBA election" together with two envelopes for use in returning the ballot in the manner hereinafter provided.

L. The marked ballot shall be placed in an envelope which is entirely blank except for the words "Absentee Ballot," which envelope shall be sealed by the voting member. The envelope just referred to shall be inserted into another envelope which shall be sealed and which shall contain on the outside thereof the words "Absentee Ballot of _________ (name of voting member)" and shall contain below said language a line for the signature of the voting member submitting the ballot.

M. The two envelopes described above shall be mailed to the executive director in a third envelope which shall be clearly labeled in the lower left hand corner as follows: "This envelope contains an absentee ballot."

N. All absentee ballots shall be retained unopened in the envelope in which they are mailed as above provided and shall be delivered by the executive director to the Credentials Committee charged with counting the ballots at the annual meeting. The Credentials Committee shall determine whether any person submitting an absentee ballot has registered and voted at the annual meeting. The absentee ballot of any person who has registered and voted at the annual meeting shall not be counted but shall be retained unopened in the envelope which bears the signature of the voting member.

O. When the Credentials Committee has determined that a member is entitled to vote by absentee ballot, the unmarked inner envelope containing the absentee ballot shall be removed from the signature envelope and placed with all other absentee ballots. After the ballots cast at the annual meeting are counted, the inner envelopes containing the absentee ballots shall be opened and those ballots also shall be counted.

P. For the purpose of audit and control of the voting procedures the Credentials Committee shall preserve all mailing envelopes, signature envelopes, and unmarked ballot envelopes and deliver them in a sealed envelope to the executive director who shall maintain them for safekeeping for a period of six months after which they may be destroyed if no inquiry has been received concerning the same.

Q. The PSBA headquarters staff shall not, nor shall it be expected to, engage in any election activities that would favor one candidate for office over another candidate.

SECTION 5. Duties of Officers.

A. It shall be the duty of all officers of the Association to accurately portray the policies and positions of the Association adopted by the Legislative Policy Council and the Board of Directors.

B. The duties of the president shall include:

    1) Presiding at all meetings of the Association, the Board of Directors and the Executive Committee.

    2) Signing together with the executive director all orders on the depository.

    3) Appointing such committees as are required by these bylaws or otherwise authorized hereunder.

    4) Serving as exofficio member of all committees except the Nominating Committee.

    5) Performing all other duties imposed by these bylaws, required by the Nonprofit Corporation Law or customarily pertaining to the office of president under the parliamentary authority provided for in these bylaws.

C. In the event that the president is unable to perform any duty or function by reason of absence from the state, physical or mental incapacity or other reason, the president-elect or, in the absence of the president-elect, the ranking vice president who is not under a similar disability shall perform the function or duties of the president.

D. The duties of the president-elect and the vice presidents shall be such duties as are provided for in these bylaws or otherwise delegated by the president.

ARTICLE V - COMMITTEES

SECTION 1. Executive Committee.

A. There shall be an Executive Committee consisting of the president, the immediate past president, the president-elect, the two vice presidents, the executive director and the president of the Department of School Board Secretaries.

B. The Executive Committee shall have the following powers and duties:

    1) Transact such items of business as are delegated to it by the Board of Directors.

    2) Be responsible for planning and administering the program of the annual convention and for such other conferences and meetings as are authorized by the bylaws or the Board of Directors.

    3) Function as a budget and finance committee and in conjunction with the executive director prepare an annual budget for the Association and present it to the Board of Directors at least thirty (30) days before the beginning of each fiscal year.

    4) Make recommendations to the Board of Directors for the revision of the budget when necessary for the purpose of controlling expenditures.

C. The Executive Committee shall meet at the call of the president, or of the president-elect or a vice president acting for the president.

SECTION 2. Credentials Committee.

A. The president shall appoint a Credentials Committee which shall have the power and duty to:

    1) Determine whether any person is eligible to register and vote at a convention.

    2) Determine whether absentee ballots are permitted to be canvassed.

    3) Determine whether any ballot actually opened is totally or partially void as the result of mutilation, defacing, unintelligibility or other reasons.

    4) Perform the duties imposed by Article IV, Section 4, subsection O.

SECTION 3. Building and Grounds Committee.

A. The president shall appoint the president-elect as chairperson and two others from the Board of Directors as members of the Building and Grounds Committee.

B. This committee shall inspect any real estate owned or occupied by the Association at least once each year and make recommendations to the Board of Directors for the maintenance, repair and improvement thereof.

SECTION 4. Platform Committee.

A. There shall be a Platform Committee consisting of the officers of the Association, the president or designee of each department, conference or federated group admitted to membership under Article VII, and two persons appointed by each regional director.

B. The first vice president shall be chairperson of the Platform Committee.

C. It shall be the duty of the Platform Committee to formulate the legislative platform for the Association. The committee shall consider any proposal referred to it by the Board of Directors, any entity member referred to in Article I and members of the committee. All such proposals shall be addressed to the assistant executive director for governmental relations at the Association's headquarters and must be received at least sixty (60) days prior to the opening date of the annual convention.

D. The Platform Committee shall meet at the call of the chairperson prior to the convention and shall cause all proposals endorsed by it to be distributed to the voting membership prior to the convention of the Association. The committee shall have the power to conduct a hearing on any proposal submitted to it for consideration.

E. The chairperson of the Platform Committee shall present the report of the Platform Committee to the Legislative Policy Council at its meeting held prior to the business meeting of the Association.

F. By a two thirds vote of the delegates actually present and voting at the Legislative Policy Council, any proposal considered but not reported out of the Platform Committee may be called up for consideration, but no proposal may be presented to either the Legislative Policy Council or the convention which previously had not been submitted to the Platform Committee for consideration.

SECTION 5. Nominating Committee.

A. There shall be a Nominating Committee consisting of the immediate past president of PSBA who shall be chairperson, one member appointed by each regional director, one member appointed by each department, conference or federated group admitted under Article VII and one past president of the association appointed by the president.

B. The Nominating Committee shall meet at a time and place designated by the president after the primary election and prior to June 10 to select a slate of candidates for the offices to be filled and shall perform the duties and observe the schedule required to be observed in accordance with Article IV of these bylaws.

C. A quorum of the Nominating Committee shall be two thirds of its designated membership.

SECTION 6. Bylaws Committee.

A. There shall be a Bylaws Committee appointed by the president in accordance with the following requirements:

    1) There shall be fourteen (14) members representing all 
regions.

    2) At least one member shall be a current vice president.

    3) At least one member shall be a past president if there is a past president living and willing to serve.

    4) No two members shall be from the same region.

    5) The president shall designate one of the members as chairperson.

B. The Bylaws Committee shall meet at the call of the chairperson to consider any bylaw amendments that shall be referred to it by any voting or entity member of the Association and to consider any bylaw amendments proposed by committee members.

C. The Bylaws Committee shall meet subsequent to March 1 of each year and the deliberations of the committee shall be concluded so that the committee may make a report to the Board of Directors by May 1 of each year.

ARTICLE VI - REGIONS, REGIONAL DIRECTORS

AND REGIONAL CABINETS

SECTION 1. Establishment and Change of Regions. For administrative purposes, the state shall be divided by the Board of Directors into not less than ten (10) nor more than fifteen (15) regions, one of which shall be geographically coterminous with the School District of Philadelphia and one of which shall be geographically coterminous with the School District of the City of Pittsburgh. The Board of Directors, with the consent of the cabinets of the regions affected, may regroup counties into new regional districts.

SECTION 2. Notification of District Composition. The current composition of districts within each region shall be published at least once each year in an official publication of the Association and in at least two consecutive issues of that publication following any change made in district boundaries.

SECTION 3. Administrative Organization.

A. Regional Directors. Each region shall have a regional director selected as follows:

    1) Regional directors shall be elected for terms of two (2) years commencing January 1 after election and may succeed themselves for one additional two-year term. The election, at the option of each region, shall be in accordance with one of the following two procedures:

        (a) At regional meetings held for the purpose of election between January 1 and July 1 of the last year of the term of the incumbent regional director, and at which nominations are made from the floor and a vote is taken by those in attendance at the meeting.

        (b) Through a ballot process that takes place between January 1 and July 1 of the last of the term of the incumbent regional director, complies with the policies adopted by the Board of Directors, and includes a provision for absentee ballots. In order to utilize this process,

            (i) The regional cabinet shall meet and adopt the ballot process by majority vote of the entire regional cabinet. The cabinet meeting and adoption shall take place ninety (90) days prior to the date of the regional meeting when the election is to occur;

            (ii) The executive director of the Association must be notified prior to the mailing of the regional flier noting the election; and

            (iii) The regional director shall convene a meeting of the regional cabinet for this purpose at the call of any cabinet member, any member entity within the region or on his/ her own initiative. In the event a regional cabinet takes action to utilize this ballot process, said process shall continue in subsequent elections unless the regional cabinet takes action by majority vote of the entire regional cabinet at least ninety (90) days prior to the date of the regional meeting when the election is to occur and notifies the executive director of the Association prior to the mailing of the regional flier noting the election that it is reinstating the election process set forth in subparagraph (a) hereof.

    2) Regional directors from odd numbered regions shall be elected in even numbered years and those from even numbered regions in odd numbered years.

    3) In the event a region fails to elect a regional director, the Board of Directors shall appoint a regional director. The appointment shall be made before November 30 and be for a two-year term as if the appointee were elected in accordance with subparagraph 1 of this Section.

    4) The regional directors shall preside at regional meetings and shall have all the prerogatives which go with such office, together with the responsibility of promoting the interests and the programs of the Association.

B. Regional Cabinet. The regional director shall appoint a cabinet to assist in promoting the membership, interest and programs of the Association. The term of cabinet members shall run concurrently with the term of the regional director, who shall have the power to remove any cabinet member who fails to perform the functions of that office. Each cabinet shall include:

    1) An assistant director for each intermediate unit within the region and a recording secretary whose respective duties shall be those generally performed by such officers.

    2) At least one representative from each class of school district in the region.

    3) Other representatives appointed by the regional director as needed, county coordinators and representatives from PSBA organizations admitted into membership under Article VII.

    4) Whenever possible, membership in the regional cabinet shall provide for representation from rural, suburban, urban and growing districts.

C. As soon as the cabinet and assistant directors have been appointed, the regional director shall so advise the Executive Director.

D. Regional Meetings. At least one regional meeting shall be held during the term of every regional director, but this requirement shall not apply to Regions 10 (Philadelphia) and 13 (Pittsburgh).

This requirement may be satisfied by holding the meeting for purposes of electing a regional director as required by Section 3.A. of this Article. Two or more regions may combine to hold a joint meeting upon the approval of the regional cabinets affected. The Board of Directors, with the consent of the affected regional cabinets, may for meeting purposes subdivide any region into two or more districts, but such subdivision shall not enlarge the rights of the district nor otherwise affect its administrative operation.

E. Vacancies. Vacancies on the regional cabinet shall be filled by the regional director for the balance of the term.

F. Payment of Expenses. Expenses incurred in regional activities shall be reimbursed in accordance with the policies established by the Board of Directors.

ARTICLE VII - DEPARTMENTS, CONFERENCE

AND/OR FEDERATED GROUPS

Definitions. A department, as the term is used herein, shall mean a subgroup of members of this Association banded together because of certain recognized interests.

For purposes of this article, a conference or federated group shall mean an interest group having peer standing with the Pennsylvania School Boards Association, Inc., and retaining control of its own internal affairs.

SECTION 1. Establishment of Departments and Conference and/or Federated Groups. Upon the recommendation of the Board of Directors, the delegates at any annual convention, by a majority vote of the quorum, may admit into membership as a department or as a conference and/or federated group, special interest groups who may or may not be school board members, but whose activities are closely related to the work of school boards or to the administration and operation of the public schools. The recommendation of the Board of Directors shall state whether the group to be admitted shall have a vote on the Board of Directors. Before presenting such recommendation to an annual convention, the Board of Directors shall give notice of its intention to do so in an official publication of the Association preceding the annual convention. The notice shall set forth the identity of the group, its current officers, and the number and composition of its membership, its purposes and past activities, together with reasons for admitting such group into membership.

SECTION 2. Administration of Departments and Conference and/or Federated Groups. Each department, conference and/or federated group may have its own bylaws or similar documents which shall be approved by the Board of Directors. The executive director of the Association or his designee shall serve as a member representing this Association on the governing board of each department, conference and/or federated group.

SECTION 3. Rights and Privileges. Members of departments, conferences and federated groups shall be entitled to the following rights and privileges subject to other provisions of the bylaws:

A. To attend and participate in local, regional and state meetings, conferences and conventions sponsored by the Association.

B. To hold any office and any committee assignment to which he is appointed.

C. To have representation on committees and councils as provided in these bylaws.

D. To receive the official Association publications upon payment of such dues as may be prescribed from time to time.

SECTION 4. Dues. The Board of Directors may provide for dues or other payments from departments, conferences and federated groups or their membership as a condition to establishment or continuance of department, conference or federated group status, except that members of the Department of School Board Secretaries employed by school boards which are dues paying members of the Association shall be exonerated from the payment of personal dues.

ARTICLE VIII - LEGISLATIVE POLICY COUNCIL

SECTION 1. Composition of Legislative Policy Council. There shall be a Legislative Policy Council which shall consist of representatives of the member entities under Article I, Section 1, as follows. No representative may be appointed by or represent more than one member entity.

A. School Districts of First Class - four (4) representatives.

B. School Districts of Second Class - three (3) representatives.

C. School Districts of Third Class - two (2) representatives.

D. School Districts of Fourth Class - one (1) representative.

E. Intermediate units, vo-tech schools and any other member entity under Article I, Section 1 - one (1) representative each.

SECTION 2. Appointment and Certification of Legislative Policy Council Members.

A. All representatives appointed under Section 1 must be individual members of the Association under Article I, Section 2, must represent school entities whose current year PSBA dues have been paid in full, and shall be appointed prior to the annual convention.

B. The names, mailing addresses, zip code numbers and telephone numbers of all appointees shall be certified by the appointing body to the executive director of the Association.

SECTION 3. Chairperson. The first vice president of the Association shall serve as chairperson of the Legislative Policy Council.

SECTION 4. Duties and Functions. It shall be the duty of the Legislative Policy Council to review and to pass upon all proposals reported to it by the Platform Committee and to adopt the legislative platform for the Association prior to the final general session of the annual convention. It also shall be the duty of the Legislative Policy Council to review and to pass upon all proposed changes in the Association's Statement of Beliefs and Policies.

SECTION 5. Meeting Procedures. The council shall meet prior to the final general session of each annual convention and receive the report of the Platform Committee and at such meeting shall:

A. At its discretion, adopt standing rules for the conduct of its business.

B. Adopt such amendments to the form of the proposals provided by the Platform Committee, if, in the opinion of the chairperson on the advice of the parliamentarian, such amendments shall not result in the consideration or adoption of a proposal the substance of which had not been considered by the Platform Committee.

C. Upon a two thirds vote, call up for consideration any proposal submitted to but not reported out of the Platform Committee. No proposal may be considered which has not previously been submitted to the Platform Committee.

SECTION 6. Matters Rejected by the Council. No proposal which has been rejected by the council may be presented to the delegates of the annual convention (nor may it be called up for consideration under Article V, Section 4, subsection F), unless such presentation has been approved by the council.

ARTICLE IX - EXECUTIVE DIRECTOR AND STAFF

SECTION 1. Powers and Duties of the Executive Director. The executive director shall:

A. Manage the affairs of the Association under the general direction and supervision of the Board of Directors.

B. Appoint all salaried employees; provided that the Board of Directors by policy may require that the appointment of management level employees designated in the policy be subject to the approval of the Board of Directors.

C. Select and employ all clerical and other hourly employees with in the limitations of the budget approved by the Board of Directors.

D. In conjunction with the Executive Committee, prepare an annual budget for approval by the Board of Directors.

E. Be responsible for maintaining records of all receipts and expenditures of the Association which shall be audited after the close of each fiscal year by a certified public accountant.

F. Cause minutes to be kept of all meetings of the Association, Board of Directors and Executive Committee.

G. In conjunction with the president, sign all orders on the depository, and in the event of the executive director's unavailability, a designated assistant executive director shall act.

H. Have the responsibilities of a chief executive officer generally to implement the business and programs of the Association in accordance with these bylaws and the policies adopted by the Board of Directors.

SECTION 2. Surety Bond. The executive director and any assistant executive director authorized to sign orders on the depository shall furnish a surety bond in form and amount satisfactory to the Board of Directors and the premium shall be paid by the board.

SECTION 3. Assistant Directors. The Board of Directors may provide for the appointment of one or more assistant executive directors.

ARTICLE X - ASSOCIATION MEETINGS

SECTION 1. Annual Meeting or Conventions.

A. The annual meeting or convention of the Association shall be held at such time and place as the Board of Directors shall determine. At least sixty (60) days prior notice of the meeting shall be given by either of the following methods:

    1) A letter addressed to the secretary of each member entity referred to Article I, Section 1, said notice to be postmarked at least sixty (60) days prior to the meeting; or

    2) A notice published in any publication of the Association having general circulation among the members.

SECTION 2. Special Meetings. Special meetings of the Association may be called by the Board of Directors. Notice of such meetings shall be given in the manner provided in Section 1, said notice to be postmarked at least twenty (20) days prior to the meeting.

SECTION 3. Right to Vote at Meetings. Notwithstanding any other provisions of these bylaws, a member otherwise entitled to vote in accordance with these bylaws shall not be permitted to vote at any annual or special meeting of the Association unless that individual is properly registered, has paid the appropriate registration fee and is seated in the area designated for registered delegates. For the purposes of these bylaws, a "delegate" is an individual member as defined by Article I, Section 2, who is entitled to vote under these bylaws.

SECTION 4. Required Vote.

A. A majority of the quorum shall be required for the passage of any motion or other item of business except as provided in subsection below.

B. By two thirds vote of the quorum, the delegates may call up for consideration any proposal which was considered by the Platform Committee and not reported out; provided, however, any matter considered by the Legislative Policy Council and rejected by it cannot be called up by the delegates without the prior approval of the council.

SECTION 5. Quorum. A quorum shall consist of the delegates actually present at the business session when the vote is taken.

ARTICLE XI - MISCELLANEOUS

SECTION 1. Indemnification.

A. The members of the Board of Directors constitute the governing body of the Association and shall not be personally liable for money damages for any action taken or any failure to take any action unless:

    1) The director has breached or failed to perform the duties of his office under 42 Pa. C.S.A. 8363 (relating to standard of care and justifiable reliance); and

    2) The breach or failure to perform constitutes self dealing, willful misconduct or recklessness.

B. Any director, officer, employee or agent of the Association who was or is a party or is threatened to be made a party to any pending, threatened or completed action, suit or proceeding, whether civil, criminal or investigative (whether brought by or in the name of the Association or by a third party) by reason of the fact that such person is or was a representative of the Association, or is or was serving at the request of the Association as a representative of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Association against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, unless it is determined by a court that the act or failure to act giving rise to the claim for indemnification constitutes willful misconduct or recklessness.

SECTION 2. Parliamentary Authority. The most recently revised issue of "Robert's Rules of Order" shall constitute the parliamentary authority for conducting all meetings required or authorized under these bylaws.

SECTION 3. Official Publications. The official publications of the Association shall be the PSBA Bulletin and the School Leader News, provided, that official notices of the Association also may be placed in any other publication circulated to all entity and individual members of the Association.

ARTICLE XII - REVISION OF BYLAWS

SECTION 1. Amendments to the bylaws of the Association may be proposed in writing by (1) a member entity whose governing board approved the proposal by an affirmative vote of the majority of all members of the governing board; or (2) by the Bylaws Committee of the Association. All proposed bylaws changes shall be considered in accordance with the procedure outlined in this article.

SECTION 2. Every proposed amendment must be submitted to the Bylaws Committee and cannot be considered by the Board of Directors or presented for consideration at the annual meeting unless and until it is submitted to the Bylaws Committee.

SECTION 3. All proposed bylaw amendments shall be submitted in writing, mailed first class and postmarked or marked received at PSBA headquarters prior to March 1 of each year to the chairperson of the Bylaws Committee or to the executive director of the Association for transmittal to such chairperson.

SECTION 4. The committee, between March 1 and May 1 of each year, shall consider all proposed amendments submitted to it together with such amendments as shall have been suggested by members of the committee and shall make a report to the Board of Directors fourteen (14) days prior to its May meeting. The report shall outline all suggested bylaw amendments together with a recommendation, if any, of the Bylaws Committee.

SECTION 5. Only those proposed amendments approved by two thirds of all of the members of the Board of Directors shall be submitted for consideration to the general membership at the annual meeting. The Board of Directors may approve a proposed bylaw amendment even though it has not been recommended by the Bylaws Committee. The Board of Directors shall also have the power to consider for approval and submission to the membership any bylaw amendment submitted to the Bylaws Committee on which the committee failed or refused to act.

SECTION 6.

A. Any proposed bylaw amendment which has been submitted to the Bylaws Committee and approved by two thirds of the members of the Board of Directors in the manner herein above provided, shall be published at least thirty (30) days before the annual meeting in an official publication of the Association  designated by the Board of Directors to carry official notices and announcements of the Association.

B. Any proposed amendment and its supporting rationale submitted to the Bylaws Committee (in accordance with the foregoing) which is not acted upon favorably by the committee or Board of Directors shall be published along with the approved amendments, if any; provided, however, that where a proposed amendment and its supporting rationale exceeds an aggregate of 500 words, there shall be submitted with it a summary there of not exceeding 500 words for publication hereunder if the proposal is rejected.

SECTION 7. Those bylaw amendments which have been processed in the manner provided in this article shall be considered at the annual meeting of the Association and shall require for their adoption a two thirds vote of the quorum in the business session at which the proposed amendment is considered. Unless otherwise provided in the amendment under consideration, any amendment approved hereunder shall be effective upon final approval at the annual meeting.

ARTICLE XIII -- PENNSYLVANIA SCHOOL BOARDS ASSOCIATION INSURANCE TRUST

Notwithstanding any provision herein to the contrary, no member of the Executive Committee or of any other committee, council or other body referenced in these bylaws who is not a director sitting on a Board of School Directors of a public school district and serving on the Board of Directors as a result of being such a director may vote on any issue pertaining to the Pennsylvania School Boards Association Insurance Trust ("Insurance Trust"), including the seleciton of Trustees to serve on the Board of Trustees.