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ASBO International Bylaws

The most recent Bylaws changes were approved in September 2007 by a vote among ASBO Members and went into effect January 1, 2008.

Article I — Organization
Article II — Purposes
Article III — Powers
Article IV — Membership
Article V — Administration
Article VI — Committees
Article VII — Meetings
Article VIII — Voting
Article IX — Policy Manual and Bylaw Amendments
Article X — Dissolution and Liquidation

Article I — Organization

Section 1. Name.

The name of this organization is the Association of School Business Officials International.

Section 2. Emblem and Seal.

The Board of Directors of the Association shall regulate the use of the Emblem and the Official Seal.

Section 3. Affiliations.

a. The Board of Directors of the Association shall establish a policy setting forth the criteria to be used as a basis for other organizations to affiliate or disaffiliate with the Association.

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

Section 4. Fiscal Year.

The fiscal year of the Association shall begin on the first day of April and end on the last day of March in each year.

Section 5. Audits and Financial Reports.

a. The Executive Director, as Treasurer, shall render such financial reports as directed by the Board.

b. The Board shall appoint a CPA firm to audit the financial records of the Association.

c. The Executive Director shall publish the auditor’s annual financial statement summary for the membership.

Article II — Purposes

The purpose or purposes for which the Association is organized are:

a. The Association of School Business Officials International 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. This Association 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

The Association has such power as may be needed to carry out the foregoing purposes as set forth in Article II hereof and such power shall not be limited except as provided herein.

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.

Section 2. Dues.

The dues for each membership category shall be set by the Board of Directors.

Section 3. Discipline.

The Board of Directors may revoke the membership of an individual member for cause after providing the member with due process. No member shall be expelled except by a two-thirds vote of the Board of Directors after a hearing at which the member whose expulsion is being considered was given an opportunity to be heard in his/her own defense.

Article V — Administration

Section 1. Board of Directors.

The Board of Directors shall be composed of the three elected officers (President, Vice President, and Immediate Past President), and six other individuals duly elected by the voting members of the Association. The Executive Director is a nonvoting ex-officio member of the Board. Members of the Board of Directors shall meet the criteria for Active membership to continue to serve as a Director and Vice President.

Section 2. Directors.

Two Directors shall be elected annually by the voting members. The term of office shall be three years commencing January 1 following the election. An eligible candidate is one who:

a. Has complied with the election rules and regulations as prescribed by the Board of Directors.

Section 3. Officers.

The officers of the Association shall be the President, Immediate Past President, Vice President, and Secretary-Treasurer. The Executive Director of the Association shall serve as the Secretary-Treasurer of the Association.

a. President. The Vice President shall automatically succeed to the office of President after having served a one-year term as Vice President, and shall serve a one-year term. The President shall serve as Chair of the Board of Directors and the Executive Committee, represent ASBO at other meetings and perform other duties assigned by the Board of Directors.

b. Vice President. The Vice President shall be elected annually by voting members. An eligible candidate is one who:

i. Has served one elected term as Director except in the event that no more than one member so qualified shall have announced candidacy for the position to the Chair of the Election Committee by July 1, in accordance with the election rules and regulations as prescribed by the Board of Directors. In which that case, any duly elected incumbent director is eligible to become a candidate.

ii. Has complied with the election rules and regulations as prescribed by the Board of Directors.

iii. The Vice President shall assume the duties and responsibilities of the President in the absence of the President, and perform other duties assigned by the President and the Board of Directors.

c. 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 perform other duties as assigned by the President and Board of Directors. The Immediate Past President shall preside over the election process.

d. Executive Director. The Executive Director shall be employed by the Board of Directors; shall serve as Secretary-Treasurer of the Association; shall be authorized to administer all policies as prescribed by the Board; the Executive Director is a nonvoting ex-officio member of the Board; and shall perform other duties as assigned by the Board of Directors.

Section 4. Vacancies.

a. President Vacancy. The Vice President shall perform the duties of the President for the balance of the President’s term.

b. Vice President Vacancy. The Board of Directors shall appoint a Director or former Director to serve as Acting Vice President until the end of the calendar year in which the Annual Meeting occurs if a vacancy occurs in the office of Vice President more than ninety (90) days prior to the Annual Meeting.

c. Director Vacancy. The Board of Directors may appoint an Acting Director who meets the criteria for a candidate to the Board to fill a Director vacancy that occurs more than ninety (90) days prior to the Annual Meeting. If a Director is appointed, the term of office shall be to the end of the calendar year in which the Annual Meeting occurs.

Article VI — Committees

Section 1. Executive Committee.

The Executive Committee shall consist of the three voting officers: President, Vice President and Immediate Past President. The Executive Director is an ex-officio nonvoting member. 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 the Association during the intervals between meetings of the Board of Directors. The Executive Committee shall serve as the Finance Committee. 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 succeeding meeting of the Board. Meetings of the Executive Committee in person, by phone, or other electronic means may be called by the President and one other officer of the Association on written, oral, or electronic 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. There shall be no vote by proxy at the meetings of the Executive Committee.

Section 2. Committees.

Members of these committees shall be appointed in accordance with policies established by the Board of Directors. The basic functions of the committees shall be to provide professional development programs and to conduct research in the field of school business administration.

Section 3. Other Association Committees.

The Board of Directors may establish such other committees as are necessary and appropriate.

Article VII — Meetings

Section 1. Annual Meetings.

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

Ten percent of the active membership as of December 31st of the preceding year shall constitute a quorum at the Annual Meeting.

Section 2. Other Meetings.

As needs arise, other meetings shall be called by the President or the Board of Directors. Notice shall be given by the Secretary at least five days preceding the meeting date. However, the President may convene an emergency or special meeting should the Board need to meet to act or discuss items that are of critical or high importance. The Secretary shall give a minimum of 24 hours notice for emergency or special meetings.

Article VIII — Voting

The Annual Election shall be conducted according to the rules and regulations as prescribed by the Board of Directors. All voting members, as defined in Board Policy, shall be eligible to vote. The votes shall be tabulated and verified by the Immediate Past President and the results shall be announced in accordance with the rules and regulations prescribed by the Board of Directors.

Article IX — Policy Manual and Bylaw Amendments

Section 1. Policy Manual.

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

Section 2. Bylaw Amendments.

Recommendations for any amendments to the Bylaws may be presented continuously throughout the year to the Executive Director of ASBO International who will submit recommendations to the Bylaws Committee for review. If a majority of the Board approves the proposed amendments, they shall then be voted upon by the eligible membership as part of the Annual Election. If a majority of the Board does not approve a proposed amendment, it will be tabled and reconsidered the succeeding year 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. Bylaw amendments require a two-thirds majority of the votes cast for passage. All amendments shall become effective January 1st following the Annual Meeting.

Article X — Dissolution and Liquidation

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