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AASBO BYLAWS
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BYLAWS OF

ARIZONA ASSOCIATION

OF SCHOOL BUSINESS OFFICIALS, INC.

Adopted July 18, 2003

Amended July 20, 2017

 

ARTICLE I – ORGANIZATION

 

Section 1.  Name.

The name of this organization is Arizona Association of School Business Officials, Inc. (“AASBO”).

Section 2.  Emblem and Seal.

The Board of Directors of AASBO shall regulate the use of the Emblem and the Official Seal.  A corporate seal is not required on any instrument executed for the corporation.

Section 3.  Affiliations.

 A.        The Board of Directors of AASBO shall establish a policy setting forth the criteria to be used as a basis for affiliation with AASBO.

B.         The Executive Director shall administer the policy governing affiliation.

Section 4.  Fiscal Year.

The fiscal year of AASBO shall begin on the first day of January and end on the last day of December in each year.

Section 5.  Audits and Financial Reports.

 A.        The Board shall appoint a CPA firm which has no representation on the Board to audit the financial records of AASBO.

 B.         The Treasurer shall report to the membership at the annual meeting the findings of the auditor’s annual financial audit.

ARTICLE II – PURPOSES

 A.        AASBO is an association engaged exclusively to advance educational, scientific and charitable endeavors within the meaning of Section 501(c)(3) of the Internal Revenue Code by providing programs and services that promote the highest standards of school business management practices, continuing professional education and effective use of educational resources.

 B.         AASBO is not organized for the pecuniary profit of its directors, officers or members, nor may it issue stock nor declare nor distribute dividends, and no part of its net income shall inure to the benefit of any directors, officers or members.

ARTICLE III – POWERS

AASBO has such power as may be needed to carry out the foregoing purposes as set forth in Article II and all other powers of an Arizona nonprofit corporation, and its power shall not be limited except as provided in its articles of incorporation and these bylaws.

ARTICLE IV – MEMBERSHIP

Section 1.  Types.

The Board of Directors shall have the authority to determine membership categories within two types of membership:  (A) Voting; and (B) Nonvoting.

 A.        Voting membership shall contain three categories:  (1) Active; (2) Life; and (3) Emeritus.

 1.         Active Member.  The following are eligible for Active membership:

 a.         An individual employed to perform school business functions by any of the following located in the State of Arizona:

1-      Public School District

2-      Charter School

3-      Private School

4-      Parochial School

5-      College or University

6-      State, County or Government Agency

b.         An individual serving as a full-time faculty member of a college or university teaching in the areas of school business or educational administration.

c.          A school entity, in which case the entity must designate one business official to represent this entity.

2.       Life Member.  Life Members receive the same benefits as Active Members.  Past Presidents of AASBO receive an honorary Life membership, and those meeting the following criteria are eligible for Life membership:

a.         The individual has held an Active membership in AASBO for a minimum of fifteen (15) years;

b.         The individual meets the criteria for Active membership at the time of application; and

c.         The individual is not employed in any capacity making the individual eligible for membership in AASBO as either a voting or non-voting member.

 

3.         Emeritus Member.  Individuals meeting the following criteria are eligible to apply for and may be granted Emeritus membership:

a.         The individual held an Active membership in AASBO at the time of retirement from the field of school business administration. 

b.         The individual is not employed in any capacity making the individual eligible for membership in AASBO as either a voting or non-voting member.

B.         Nonvoting membership shall contain three categories:  (1) Business Associate; (2) Student; and (3) Honorary.

1.         Business Associate Member.  Individuals commercially interested in the field of school business management, including exhibitors, business firms, advertisers, professional engineers, architects, certified public accountants or other business related professions, are eligible for Business Associate membership.  In addition, a firm may purchase a Business Associate Membership with the company designating one employee to represent the firm.

2.         Student Member.  Individuals enrolled for six (or more) hours in an undergraduate or graduate program with an emphasis of study in the area of business or educational administration are eligible for Student membership.  Membership in this category is limited to two (2) years.

3.         Honorary Member.  The Board of Directors has the authority to confer Honorary memberships.

Section 2.  Dues.

A.        The dues for each membership category shall be set by the Board of Directors except Life Members who shall make a one-time payment and Honorary Members who shall pay no dues.

B.         All dues shall be paid annually on the first day of the annual meeting.

C.         Any member may resign from AASBO provided all indebtedness has been paid.  The resignation shall be submitted in writing to the Board of Directors.  There shall be no refund of dues.

D.        The Board of Directors may cancel membership for non‑payment of dues or other just cause.

E.        The Board of Directors shall determine AASBO’s official depository.

ARTICLE V – ADMINISTRATION

Section 1.  Board of Directors.

A.        The Board of Directors shall be composed of 14 members, five of whom shall also be officers elected pursuant to these bylaws (President, President Elect, Vice President, Treasurer, and Immediate Past President), and nine other individuals duly elected or appointed as provided in this Article.

1.         The Board of Directors shall consist of the Officers stated in Section 2 of this Article and nine Directors, one to represent each of the following director positions:

a.         Business Administration

b.         Child Nutrition

c.         Educational Programs

d.         Maintenance & Operations

e.         Membership Services

f.          Purchasing

g.         Information Technology

h.         Vendor Representative, who shall be a Business Associate Member

i.          Transportation

2.             Directors other than the Child Nutrition Director shall be elected by the active members for two-year terms at the annual meeting of AASBO.  (In these bylaws, a two-year term means a term commencing when elected or appointed and ending at the annual meeting held approximately two years later at which a successor is elected.) The Directors for Business Administration, Educational Programs, Maintenance & Operations, Transportation and the Membership Services will be elected in even-numbered years and Directors for Purchasing, Technology, and the Vendor Representative in odd-numbered years.  Effective at the 54th Annual Meeting in 2007, the Vendor Representative shall be elected by the business associate members at the annual meeting of AASBO.  The Child Nutrition Director shall be appointed by the Board of AASBO for a two-year term at the meeting of the Board of Directors in February in even-numbered years and shall be an Active Member of AASBO.  All members of the Board of Directors, with the exception of the Vendor Representative, must be voting members of AASBO or representatives of entities who are voting members of AASBO.  Seven members of the Board in attendance shall constitute a quorum.  The board of directors may take any action without a meeting if all Directors consent to the action is in writing. The writing or writings shall be filed with the minutes of the Board of Directors.

 

B.         The Board shall develop and set policy and establish the annual budget of AASBO.

C.         The Board of Directors shall be vested with the power to call special meetings of AASBO and to designate the date, time and place of any special meeting, together with the reason for calling the special meeting; notice of any special meeting shall by telephone, personal delivery, or by mail sent to each member at least ten (10) days prior to the date of the meeting.

D.        The President may call special meetings of the Board of Directors; the President must provide three (3) days’ advance notice of the special meeting by telephone, personal delivery, or mail.

E.        The chairpersons of the Standing Committees and Technical Committees shall make reports to the Board of Directors at board meetings, as requested.

F.         Upon three unexcused absences of a Board member within a year, as determined by the Board, the President shall be required to call for the Board member’s resignation.  The unexpired term shall be filled by an Active Member not currently serving on the Board of Directors selected by the Board of Directors.

            G.        A member shall not serve more than two consecutive terms in the same director position.

H.        In case of the inability of persons designated to sign checks to perform their functions, the Board of Directors may designate those who shall act as substitutes.

I.          The Board of Directors is authorized to seek additional funds from the appropriate sources to provide for special or unusual situations.

Section 2.  Officers.

A.        The Officers of AASBO, all of whom must be Active Members, shall be a President, a President-Elect, a Vice President, and an Immediate Past President, each of whom shall hold office for a period of one year, and a Treasurer who shall be elected for a period of two years and shall not serve more than two consecutive terms in office.

B.         The Qualifications for Officers of AASBO shall be:

1.         President.  The President-Elect shall automatically succeed to the office of President after having served a one‑year term as President-Elect, and shall serve a one‑year term.  (Under these bylaws, automatic succession shall occur at the annual meeting of members, at which time each person who “automatically succeeds” to an office shall be deemed to have been duly elected to that office by the members.)  The President shall serve as Chair of the Board of Directors, represent AASBO at other meetings and perform other duties assigned by the Board of Directors.

2.         President-Elect.  The Vice President shall automatically succeed to the office of President-Elect after having served a one‑year term as Vice President, and shall serve a one‑year term.  The President-Elect shall assume the duties and responsibilities of the President in the absence of or vacancy in the office of the Presidency.  The President-Elect shall perform other duties as assigned by the President and Board of Directors.

3.         Vice President.  The Vice President shall be elected at each Annual Meeting by active association members in attendance. An eligible candidate must qualify as an "active member" as defined by Article IV, Section 1, Subsection A1.

 

4.         Treasurer.  The Treasurer shall monitor AASBO’s financial records.  The Treasurer shall have the authority to sign or countersign checks and shall be responsible for the review of the reconciliation of the checking account each month.  The accounts and financial records shall at all times be open to the inspection of the Board of Directors and any authorized auditors.  The Treasurer shall make a financial report at the annual meeting of AASBO and at other times as the President or Board of Directors determines.

5.         Immediate Past President.  The President shall automatically succeed to the office of Immediate Past President after having served a one‑year term as President, and shall serve a one‑year term.  The Immediate Past President shall act as Parliamentarian and counselor to the Board of Directors and perform other duties as assigned by the President and Board of Directors. The term of the Immediate Past President will expire when Vice President has been elected and the former Vice President automatically succeeds to the office of President-Elect, the former President-Elect automatically succeeds to the office of President, and the former President automatically succeeds to the office of Immediate Past President.

C.      Unless otherwise stated, the term of office shall be from the adjournment of one annual meeting to the adjournment of the next annual meeting.

Section 3.  Vacancies.

A.        President Vacancy.  The President-Elect shall perform the duties of the President for the balance of the President’s term.

B.         President-Elect Vacancy.  The Vice President shall perform the duties of the President-Elect for the balance of the President-Elect’s term.

C.         Vice President Vacancy.  The Board of Directors shall appoint a Director or former Director to serve as Acting Vice President until the next annual meeting of AASBO.  At the next annual meeting both the position of President-Elect and the position of Vice President shall be elected by the Active Members.

D.        Treasurer Vacancy.  The Board of Directors shall appoint an Active Member of AASBO to serve as Treasurer to fill the unexpired term of the office of Treasurer. 

E.        Director Vacancy.  The Board of Directors may appoint an Acting Director who meets the criteria for a candidate to the Board to fill the unexpired term of a Director vacancy.

Section 4.  Executive Director.

The Executive Director shall be retained as an employee to the Board of Directors and shall serve as the chief executive officer of AASBO.  The contract for service shall be effective January 1 of each year upon offer by the Board and acceptance by the executive director.  The Executive Director shall serve as the agent and chief administrative officer of AASBO and shall possess the authority and shall perform all duties incident to the office of the Executive Director, including the management and supervision of the office, programs and services of AASBO, the disbursement of funds and execution of contracts (subject to such limitations as may be established by the Board of Directors).  The Executive Director shall keep, or cause to be kept, minutes of all meetings of the members, board of directors and committees. The Executive Director is the custodian of the corporate seal, if any, and shall affix it to documents when necessary or appropriate.  The Executive Director shall have custody of the books and records of the corporation and in general shall perform all of the duties incident to the office of secretary of a corporation and such other duties as may be assigned by the board of directors or the president.  The Executive Director shall oversee maintenance of all documents and records of AASBO and shall perform such additional duties as may be defined and directed by the Board.  The duties of this office shall be enumerated in the Board Operational Manual and the annual contract. 

 

ARTICLE VI – COMMITTEES

Section 1.  Executive Committee.

The Executive Committee shall consist of the directors who are five officers:  President, President-Elect, Vice President, Treasurer and Immediate Past President.  The Executive Director is an ex‑officio nonvoting member of the Executive Committee.  The Executive Committee shall exercise powers of the Board of Directors in the management and direction of the business and conduct of the affairs of AASBO between meetings of the Board of Directors, but shall not possess any authority of the Board of Directors prohibited to it by law.  It shall keep a record of its proceedings and shall, after each meeting, report the same to the Board of Directors for its ratification at the next meeting of the Board.  Meetings of the Executive Committee in person or by phone may be called by the President and one other officer of AASBO on written or oral notice to each member of the Executive Committee not less than 24 hours prior to the meeting.  A majority of the members of the Executive Committee shall constitute a quorum, and a majority of a quorum shall be required for valid action by the Executive Committee.  There shall be no voting by proxy at the meetings of the Executive Committee.  The Executive Committee may take action without a meeting if all the members consent to the action in writing.

Section 2.  Standing Committees.

A.        The following standing committees shall be appointed by the President with the approval of the Board of Directors, and it shall be their duty to make a report to the members at the annual meeting:  Legislation, Constitution and Bylaws, and Membership.  Each of the following committees shall function as follows:

1.         The Executive Board shall receive and consider all pending state legislation pertaining to school districts, which may be referred to its members.

2.         The Past President shall make recommendations on changes and amendments to the association.  Any recommendation by this committee will be presented for a majority vote to the association membership at any regular or annual meeting as addressed in Article VII, Section 2.

3.         The Director of Membership shall make recommendations on recruiting new members and providing membership services for association members.

4.         The Election Committee shall be chaired by the Immediate Past President of AASBO.  In the event the Immediate Past President is unable to serve, the President of AASBO shall appoint a substitute who is another Past President of AASBO.  The basic functions of the committee shall be to verify the eligibility of candidates for the offices of Vice President and Director, and to conduct the election at the Annual Meeting.

B.         Special committees may be appointed by the President to serve specific needs.  The committees shall be dismissed when their function has been achieved or a new President has been elected.

C.         Technical committees such as the Legislation Committee may be appointed by the President.  Members of these committees shall be appointed on the basis of competence and interest in a particular field.  The Committee chairperson may be asked to report at appropriate times by the President.  These committees may be appointed for one year only.

ARTICLE VII – MEETINGS

Section 1.  Annual Meetings.

A.        The site and registration fees for the Annual Meeting shall be approved by the Board of Directors.

B.         Five percent of the voting membership as of the record date of the annual meeting shall constitute a quorum at the Annual Meeting.

C.         The Annual Election shall be conducted by the Election Committee during the Annual Meeting according to the rules and regulations as prescribed by the Board of Directors.  All voting members, as defined under Article IV, Section 1, present at the Annual Meeting shall be eligible to vote.  Only nominations from the Election Committee or nominations initiated from the floor shall be considered.  The votes shall be tabulated and verified by the Election Committee and the results shall be announced to the membership by the Presiding Officer prior to the closing of the final General Session of the Annual Meeting.

Section 2.  Other Meetings.

The Board of Directors shall hold five membership meetings per year determined by the President and the Board, and the sixth meeting shall be held in conjunction with the Annual Meeting.  As needs arise, other membership meetings shall be called by the President or the Board of Directors.  At regular or special membership meetings during the year, at least thirty active members must be present to constitute a quorum.

Section 3.  Notice of Meetings.

The corporation shall give written notice of annual and special meetings, stating the place, date, hour, and, in the case of special meetings, the purposes of the meeting, to each member entitled to vote at the meeting not less than ten nor more than sixty days before the meeting.  Attendance of a member at a meeting shall constitute waiver of notice unless the member objects at the commencement of the meeting that the meeting is not lawfully called or convened.  Any member may waive notice of a meeting of members by executing a written waiver of notice.

Section 4.  Meeting Procedures.

A.        The right to vote, hold office, or to have a voice in the discussion on the floor of the conference shall be limited to Active Members whose dues are paid.  The privilege of the floor may be extended to any other person by the presiding officer.

B.         It shall be the duty of the President and the Treasurer to make written reports to the Association at each annual meeting, and other reports at other meetings as determined by the President.

C.         When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present and voting shall decide any question brought before the meeting, unless an express provision of a statute or of the articles of incorporation requires a different vote.

Section 5.  Roberts Rules of Order.

The Roberts Rules of Order (latest edition) shall govern AASBO meetings.

ARTICLE VIII – POLICY MANUAL AND BYLAW AMENDMENTS

Section 1.  Operations Manual.

To supplement the Official Bylaws of AASBO, there shall be constituted and maintained an Operations Manual containing additional rules, regulations and procedures approved by the Board, to be used in managing the affairs of AASBO.  The Executive Director shall have the responsibility of maintaining the Operations Manual.

Section 2.  Bylaw Amendments.

Recommendations for any amendments to the Bylaws may be presented to the Board of Directors by a Director or a member.  If a majority of the Board approves the proposed amendments, they shall then be submitted to a vote of the members at a special or annual meeting that shall be called within 90 days.  If a majority of the Board does not approve any proposed amendment, it will be tabled and reconsidered by the Bylaws Committee.  If a majority of the Board does not approve a resubmitted proposed amendment, it will be presented to the members for voting at the next Annual Meeting.  Bylaw amendments require a two‑thirds majority of the voters present for passage. 

ARTICLE IX – DISSOLUTION AND LIQUIDATION

No member, officer, or any private individual shall be entitled to share in the distribution of any of the assets of AASBO on its dissolution or liquidation.  In the event of such dissolution or liquidation, the assets of AASBO, after payments of debts and obligations, shall be transferred to a tax exempt organization that is not a private foundation within the meaning of the federal tax laws for charitable and educational uses and purposes similar to those of AASBO.  The exempt organization shall be designated by the final Executive Committee of AASBO.

ARTICLE X – INDEMNIFICATION

Section 1.  Indemnification. 

 

Except as provided in these Bylaws, the corporation shall hold harmless and indemnify each of its directors and officers (“indemnitee”) against any and all liability and expenses incurred by indemnitee in connection with any threatened or actual proceeding or legal action resulting from indemnitee’s service to the corporation or to another entity at the corporation’s request.

 

Section 2.  Exclusions. 

 

Except insofar as permitted by law, and specifically under A.R.S. § 10‑3854, the corporation shall not indemnify indemnitee for acts listed in A.R.S. § 10‑3851.D.

 

Section 3.  Procedure. 

 

Indemnitee shall notify the corporation promptly of the threat or commencement of any proceeding or legal action with respect to which indemnitee intends to seek indemnification.  The corporation shall be entitled to assume indemnitee’s defense with counsel reasonably satisfactory to indemnitee, unless indemnitee provides the corporation with an opinion of counsel reasonably concluding that there may be a conflict of interest between indemnitee and the corporation in the defense of the proceeding or legal action.  If the corporation assumes the defense, the corporation shall not be liable to indemnitee for legal or other expenses subsequently incurred by indemnitee.

 

Section 4.  Expense Advances. 

 

The corporation shall advance automatically expenses, including attorneys’ fees, incurred or to be incurred by indemnitee in defending a proceeding or legal action upon receipt of notice of the expenses.  If required by law, before advancing any expenses the corporation may require that an indemnitee or a representative promise to repay the advances if a final judicial decision (after expiration or exhaustion of any appeal rights) determines that indemnitee is not entitled to be indemnified for such expenses.

 

Section 5.  Settlement of Claims. 

 

The corporation shall not be obligated to indemnify indemnitee for any amounts incurred in settlement if settlement is made without the corporation’s prior written consent.  The corporation shall not enter into any settlement that would impose any penalty or limitation on indemnitee without indemnitee’s prior written consent.  Neither the corporation nor indemnitee will unreasonably withhold consent to any proposed settlement.

 

Section 6.  Effect of Repeal. 

In order that indemnitee may rely on the indemnification promised by this Section, no repeal or amendment of this Section shall reduce the right of indemnitee to payment of expenses or indemnification for acts of indemnitee taken before the date of repeal or amendment.

 

 

 

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