ARTICLE I. NAME AND MISSION
ARTICLE II. AFFILIATION
ARTICLE III. MEMBERSHIP and DUES
ARTICLE IV. EXECUTIVE BOARD
ARTICLE V. COMMITTEES
ARTICLE VI. MEETINGS
ARTICLE VII. DISSOLUTION
ARTICLE VIII. AMENDMENTS
ARTICLE IX. PARLIMENTARY AUTHORITY
ARTICLE X. INTERNAL REVENUE SERVICE
ARTICLE XI. CONFLICT OF INTEREST POLICY
Bylaws of Learning Forward North Dakota – July 15, 2014
Section 1: This organization shall be known as Learning Forward North Dakota (LFND)
Section 2: The purpose of Learning Forward North Dakota is to build state, regional and local support for ensuring that every educator engages in effective professional learning every day so every student achieves.
Section 3: LFND believes:
Professional learning is most effective when supported by an organizational culture that fosters learning for all.
All professional learning should be high quality and aligned to Learning Forward’s Standards for Professional Learning.
- The success of students is affected by sustained professional learning of all educators.
- School improvement results from continuous professional learning.
- Professional learning is based on theory, research and proven practice.
- Collaboration within the school community is essential for school improvement and student success.
- Professional learning must be embedded in the organizational structure for systemic change.
- All educators share the responsibility for both individual and organizational growth.
- Effective professional learning honors differences in learners by using various approaches to learning.
- Effective professional learning promotes collaboration and community with other professional organizations.
- High quality professional learning is an ongoing process, not a single product or event.
Learning Forward North Dakota shall be affiliated with the Learning Forward organization.
Section 1: Any person in education who is interested in professional growth and organizational development is eligible for membership.
Section 2: People attending the annual conference will automatically become members at no additional cost.
Section 3: Dues, if desired, shall be set annually and determined by the Board of Directors.
Section 4: Membership is automatically ongoing until either a request to be dropped from the membership list is made by an individual member or the board decides to drop inactive members.
Section 5: Members of the Executive Board are expected to be members of the national Learning Forward organization.
Section 1: The Executive Board of Directors of LFND is comprised of no more than 13 members. The Board shall consist of the elected officers of LFND and at least 8 members-at-large to be elected by the membership. Seven members of the board shall constitute a quorum. The board shall act as the governing body of LFND. In the event that an office (other than the presidency) is vacated, the board shall select a replacement for the unexpired term. The board shall meet as necessary to conduct the business of LFND. The past-president shall serve in an ex-officio capacity for one-year. The president may appoint other ex-officio members to the Executive Board of Directors.
Section 2: The officers of LFND shall be President, President-Elect, Secretary and Treasurer. All Board of Directors members shall be active members of LFND and Learning Forward.
Section 3: The officers of LFND shall be selected by the Board of Directors at a Board of Directors’ meeting near the annual meeting.
Section 4: The responsibilities of the officers and Board of Directors shall be as follows:
- Serve as the spokesperson for the LFND Governing Board.
- Serve as chairperson at board meetings.
- President shall be elected within the elected Board of Directors and will serve a term of two years. Officers may be re-elected to two consecutive 2 yr terms.
- Represent LFND at National Convention and at Affiliate Leaders’ Conference.
- Work with the Treasurer on the annual budget.
- Attend all the Executive Board meetings and general membership meetings of the association.
- Preside over the annual conference.
- Complete annual compliance report for the national Learning Forward organization.
- Identify Committee Chairpersons and members for the following: Professional Development, Communications, Budget, etc.
- Vice President shall be elected within the elected Board of Directors and will serve a term of two years. Officers may be re-elected to two consecutive 2 yr terms.
- Assist the President in other assigned duties. • Assume the duties of the President in case of a vacancy in the office of the President.
- If the budget allows, attend the LF National Convention and LF Affiliate State Leaders Conference.
- Attend all Governing Board meetings and general membership meetings of the Association.
- Serve on the Budget Committee.
- Serve as the chair of the Professional Development Committee and take a lead role in the annual LFND Conference planning.
- Facilitate recognition of outgoing President at annual meeting
- Keep records of the proceedings of the Association for a minimum of five years.
- Minutes will be sent electronically to the facilitator of the organization’s website.
- Report on the proceedings of the Governing Board meetings and the general business meetings.
- Prepare and send correspondence as requested by the President.
- If the budget allows, attend the Learning Forward National Convention.
- Report the financial status of the Association at the Board of Directors & annual business meetings.
- Keep a record of membership.
- Work with the fiscal agent to ensure that bills are paid, funds deposited, and that the books are audited.
- Assist the fiscal agent in compiling and submitting all state and federal financial reports.
Section 5: The election of the Board of Directors and terms of office for each shall be as follows:
(a) Board of Directors shall be elected to serve a term of three years. Board of Directors may be reelected to two consecutive 3yr terms.
(b) The Board of Directors will select Officers from the members of the Board of Directors . Officers will serve terms of two years. Officers may be re-elected to two consecutive 2yr terms.
(c) The Board of Directors shall be elected at the annual business meeting by the members present. All newly elected Board of Directors and Officers shall assume their duties at the conclusion of the annual business meeting.
Section 5: Any position on the Board of Directors that is vacated prior to the completion of the term, July 15, 2014 will be filled by appointment of the Board of Directors. Appointed positions will complete the duration of the vacated term and become eligible to complete two new terms. Positions may be declared vacant by a two-thirds vote of the board should it become necessary for cause. Cause shall be defined as:
(a) not performing duties as defined by the Constitution, Article III & IV;
(b) excessive absence from board meetings;
(c) violation of professional ethics.
Section 1: A member of the Executive Board shall chair each committee of the organization.
Section 2: The standing committees are as follows:
(a) The Nominating Committee, consisting of at least three members, will, at least one month prior to the election of officers, notify the voting membership of the proposed slate of Executive Board candidates and oversee the election.
(b) The Professional Development Committee, consisting of at least three members, will be responsible for recommending and/or planning professional development activities.
(c) The Communications/Membership Committee, consisting of at least three members, will be responsible for distributing information to all members and promoting membership in LFND.
Section 3: The President is authorized to appoint additional committees as needed to carry out the mission of the LFND.
Section 1: The LFND shall hold an annual business meeting and such other meetings and conferences as will promote the purpose of the organization.
Section 2: President may call additional meetings of LFND provided the membership is given notice at least 2 weeks prior to the meeting.
If LFND ceases to carry out the mission as herein stated, by a majority vote of the board, the LFND shall be dissolved and all assets and property held by LFND, whether in trust or otherwise, shall after the payment of all liabilities, be transferred to an organization which has similar purposes and has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1954 as enacted or as it may hereafter be amended. The designated organization shall be endorsed by a majority vote of the board.
Section 1: Amendments to these By-Laws can be approved by a 2/3 vote of the Board of Directors after a 20-day notice has been provided in writing directly to the members of the Board of Directors, or through the minutes of the Board of Directors meeting sent to members 20 days prior to the meeting at which the vote is to occur, or
Section 2: Amendments may be proposed in writing by any member of Learning Forward North Dakota at a regular meeting, and may be approved by a 2/3 vote of members present and voting at the annual meeting, provided that 20 days official notice has been sent to all members of Learning Forward North Dakota.
The rules contained in Robert’s Rules of Order Revised shall govern the LFND in all cases to which they apply and in which they are not inconsistent with these By-Laws and any special rules of order the LFND may adopt.
The purpose for which LFND is organized is exclusively educational as defined in the Internal Revenue law and not withstanding any other provisions of those articles. LFND shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under the 501 (c) (3) of the Internal Revenue Code (1954) or the corresponding provisions of any future United States Internal Revenue law.
Section 1: Purpose The purpose of the conflict of interest policy is to protect this tax-exempt LFND’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director LFND or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
(a) Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family
1. An ownership or investment interest in any entity with which the Learning Forward North Dakota has a transaction or arrangement,
2. A compensation arrangement with the Learning Forward North Dakota or with any entity or individual with which the Learning Forward North Dakota has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Learning Forward North Dakota is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3 subsection c, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3: Procedures
a) Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b) Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c) Procedures for Addressing the Conflict of Interest
1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the governing board or committee shall determine whether the Learning Forward North Dakota can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Learning Forward North Dakota’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
d) Violations of the Conflicts of Interest Policy
1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4: Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5: Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Learning Forward North Dakota for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Learning Forward North Dakota for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Learning Forward North Dakota, -26- Instructions for Form 1023 either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6 : Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall sign a statement once which affirms:
a. the conflicts of interest policy,
b. Understands the Learning Forward North Dakota is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7: Periodic Review
To ensure the Learning Forward North Dakota operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b) Whether partnerships, joint ventures, and arrangements with management Learning Forward North Dakotas conform to the Learning Forward North Dakota’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in immurement, impermissible private benefit or in an excess benefit transaction.
Section 8: Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, the Learning Forward North Dakota may, but need to use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.