National Society for the Study of Education Constitution and By-laws

As adopted May, 1944, and amended June, 1945, February, 1949, September 1962, February 1968, September, 1973, October, 1981, March 1987, July, 1989, and March 2002

Article I
Name

The name of this corporation shall be “The National Society for the Study of Education,” an Illinois corporation not for profit.

Article II
Purposes

Its purposes are to carry on the investigation of educational problems, to publish the results of same, and to promote their discussion.

The corporation also has such powers as are now, or may hereafter be, granted by the General Not For Profit Corporation Act of the State of Illinois.

Article III
Offices

The corporation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.

Article IV
Membership

Section 1.

All members of the corporation shall be active members. The qualifications and rights of members shall be as follows:

a.

Any person who is desirous of promoting the purposes of this corporation is eligible for active membership and shall become such on payment of dues as prescribed.

b.

Active members shall be entitled to vote, to participate in discussion, and to hold office.

Section 2. Termination of Membership.

a.

The Board of Directors by affirmative vote of two-thirds of the members of the Board may suspend or expel a member for cause after appropriate hearing.

b.

Termination of membership for nonpayment of dues shall become effective as provided in Article XIII.

Section 3. Reinstatement.

The Board of Directors may be the affirmative vote of two-thirds of the members of the Board reinstate a former member whose membership was previously terminated for cause other than nonpayment of dues.

Section 4. Transfer of Membership.

Membership in this corporation is not transferable or assignable.

Article V
Board of Directors

Section 1. General Powers.

The business and affairs of the corporation shall be managed by its Board of Directors. It shall appoint the Chairman and Vice-Chairman of the Board of Directors, and the Secretary-Treasurer. It may appoint a member to fill any vacancy on the Board until such vacancy shall have been filled by election as provided in Section 3 of this Article.

Section 2. Number, Tenure, and Qualifications.

The Board of Directors shall consist of nine members, namely, six to be elected by the members of the corporation, two to be elected by the Board, and the Secretary-Treasurer to be the ninth member. All active members shall be eligible for election to serve as directors. In addition, the Board can nominate and elect non-members contingent upon their accepting membership prior to taking office. A member who has been elected for a full term of three years as director and has not attended at least two-thirds of the meetings duly called and held during that term shall not be eligible for election again before the fifth annual election after the expiration of the term for which he was first elected. No member who has been elected for two full terms as director in immediate succession shall be elected a director for a term next succeeding. This provision shall not apply to the Secretary-Treasurer who is appointed by the Board of Directors. Each director shall hold office for the term for which he is elected or appointed and until his successor shall have been selected and qualified. Directors need not be residents of Illinois.

Section 3. Election.

a.

The directors named in the Articles of Incorporation shall hold office until their successors have been duly selected and shall have qualified. Thereafter, two directors shall be elected annually to serve three years, beginning September first after their election. If, at the time of annual election, a vacancy exists in the Board of Directors, a director shall be elected at such election to fill such vacancy.

b.

The Board of Directors shall each year prepare a slate of nominees for the election of two members for regular terms of three years and for the election of the number of members necessary to fill any vacancy or vacancies that may exist on the Board. The Board shall prepare a ballot and place thereon in alphabetical order the number of names equal to three times the number of offices to be filled, all of whom shall be contacted to determine their willingness to have their names on the ballot to be circulated to all members of the Corporation. Not more than one person connected with a given institution or agency shall be named on the ballot. The ballot shall be mailed by the Secretary-Treasurer to all active members in March. Active members shall vote thereon for each office to be filled. The ballots shall be declared elected for the regular terms and the member or members receiving the next highest number of votes shall be declare elected for any vacancy or vacancies to be filled.

Section 4. Regular Meetings.

A regular annual meeting of the Board of Directors shall be held, without other notice than this by-law, at the same place and as nearly as possible on the same date as the annual meeting of the corporation. The Board of Directors may provide the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board.

Section 5. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the Chairman or a majority of the directors. Such special meetings shall be held at the office of the corporation unless a majority of the directors agree upon a different place for such meetings.

Section 6. Notice.

Notice of any special meeting of the Board of Directors shall be given at least fifteen days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need by specified in the notice or waiver of notice of such meeting.

Section 7. Quorum.

A majority of the Boar of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8. Manner of Acting.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these by-laws.

Article VI Officers

Section 1. Officers.

The officers of the corporation shall be a Chairman of the Board of Directors, a Vice-Chairman of the Board of Directors, and a Secretary-Treasurer. The Board of Directors, by resolution, may create additional offices. Any two or more offices may be held by the same person, except the offices of Chairman and Secretary-Treasurer.

Section 2. Election and Term of Office.

The officers of the corporation shall be elected annually by the Board of Directors at the annual regular meeting of the Board of Directors, provided, however, that the Secretary-Treasurer may be elected for a term longer than one year. If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been remove in the manner hereinafter provided.

Section 3. Removal.

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Chairman of the Board of Directors.

The Chairman of the Board of Directors shall be the principal officer of the corporation. He shall preside at all meetings of the members of the Board of Directors, shall perform all duties incident to the office of the Chairman of the Board of Directors and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5. Vice-Chairman of the Board of Directors.

In the absence of the Chairman of the Board of Directors or in the event of his inability or refusal to act, the Vice-Chairman of the Board of Directors shall perform the duties of the Chairman of the Board of Directors, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board of Directors. Any Vice-Chairman of the Board of Directors shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 6. Secretary-Treasurer.

The Secretary-Treasurer shall be the managing executive officer of the corporation. He shall:

a.

keep the minutes of the meetings of the members and of the Board of Directors

b.

see that all notices are duly given in accordance with the provisions of these by-laws or as required by law

c.

be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to al documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws

d.

keep a register of the post office address of each member as furnished to the Secretary-Treasurer by such member

e.

in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the Chairman of the Board of Directors or by the Board of Directors. He shall also:

1.

have charge and custody of and be responsible for al funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X of these by-laws

2.

in general perform al the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board of Directors or by the Board of Directors. The Secretary-Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine, said bond to be placed in the custody of the Chairman of the Board of Directors.

Article VII Committees

The Board of Directors, by appropriate resolution duly passed, may create and appoint such committees for such purposes and periods of time as it may deem advisable.

Article VIII Publications

The corporation shall publish the Yearbook of the National Society for the Study of Education, such supplements thereto, and such other materials as the Board of Directors may provide for.

Article IX Annual Meetings

The corporation shall hold its annual meetings at the time and place of the annual meetings of national educational organizations the members of which may be expected to have a particular interest in the current publications of the corporation. The purpose of the annual meetings shall be to provide opportunities for critical review and discussion of current publications.

Article X Contracts, Checks, Deposits, and Gifts

Section 1. Contracts.

The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2. Checks, drafts, etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination of the Board of Directors, such instruments shall be signed by the Secretary-Treasurer.

Section 3. Deposits.

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts.

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the corporation.

Section 5. Dissolution.

In case of dissolution of the National Society for the Study of Education (incorporated under the General Not For Profit Corporation Act of the State of Illinois), the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 © (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine.

Article XI Books and Records

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.

Article XII Fiscal Year

The fiscal year of the corporation shall begin on the first day of July in each year and end on the last day of June of the following year.

Article XIII Dues

Section 1. Annual Dues.

The annual dues for active members of the Society shall be determined by vote of the Board of Directors at a regular meeting duly called and held.

Section 2. Payment of Dues.

Dues for each calendar year shall be payable in advance on or before the first day of January of that year. Notice of dues for the ensuing year shall be mailed to members at the time set for mailing the primary ballots.

Section 3. Default and Termination of Membership.

Annual membership shall terminate automatically for those members whose dues remain unpaid after the first day of January of each year. Members so in default will be reinstated on payment of the annual dues.

Article XIV Seal

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois.”

Article XV Waiver of Notice

Whenever any notice whatever is required to be given under the provision of the General Not for Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or by the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XVI Amendments

Section 1. Amendments by Directors.

The constitution and by-laws may be altered or amended at any meeting of the Board of Directors duly called and held, provided that affirmative vote of at least five directors shall be required for such action.

Section 2. Amendments by Members.

By petition of twenty-five or more active members duly filed with the Secretary-Treasurer, a proposal to amend the constitution and by-laws shall be submitted to all active members by United States mail together with ballots on which the members shall vote for or against the proposal. Such ballots shall be returned by United States mail to the office of the Secretary-Treasurer within twenty-one days after date of mailing of the proposal and ballots by the Secretary-Treasurer. The Secretary-Treasurer or a committee appointed by the Board of Directors for that purpose shall count the ballots and advise the members of the result. A vote in favor of such proposal by two-thirds of the members voting thereon shall be required for adoption of such amendment.