The Bylaws of the National Conference of Governor's Schools were presented and ratified in 1987 at the inaugural NCoGS Conference. A revised version was adopted October 3, 1998, at the Biennial Conference in Louisville, Kentucky, and another revision was adopted October 7, 2006, at the Biennial Conference in New Orleans, Louisiana. The current version was adopted October 4, 2012, at the Annual Meeting in Little Rock, Arkansas.

The National Conference of Governor's Schools, Inc., is incorporated in the Commonwealth of Kentucky. Visit sos.ky.gov/business/records and search for organization #0249597 to view the most recent filing.

Article I
Name

The name of the corporation shall be National Conference of Governor’s Schools, Inc.

Article II
Definitions

Section 1

The term “Governor’s School” is hereby defined as a residential, state-affiliated, seasonal enrichment program of at least one week in length, sponsored or sanctioned by the state or commonwealth as a “Governor’s School,” frequently with the word “governor” in the title, and designed for selected students with special academic, creative, artistic, and /or leadership talents. It should be noted that some of the affiliated schools do not bear the words “Governor’s School” in their titles, though many do.

Section 2

In these Bylaws the term, “National Conference,” or the initials, “NCoGS,” may be used to designate the corporation, National Conference of Governor’s Schools, Inc.

Article III
Purposes and Powers

The National Conference of Governor’s Schools, Inc. shall be devoted exclusively to educational, research, and charitable purposes that promote, aid, and advance education, particularly as related to Governor’s Schools.

Section 1

The purpose of the NCoGS includes:

a.    To promote, encourage, assist, counsel, and stimulate new Governor’s Schools and those in the planning stages, both in the United States and abroad, with a goal of establishing Governor’s Schools in all 50 states.

b.    To provide a vehicle to exchange, develop and share educational, instructional, residential, cultural and enrichment resources, ideas, information, curricula and material of all kinds, of and with participating members and interested others, which may include but not be limited to students and those associated with gifted or leadership education, with the goal of strengthening programs of excellence at existing Governor’s Schools and of sharing their non-traditional approaches with public and private schools, associations and institutions of higher education.

c.    To foster recognition of Governor’s Schools as an exciting innovation in education with benefits to the greater society, as well as to individuals, and to cultivate awareness and interest of the citizenry and of political, educational and media leaders in the unique role of the Governor’s Schools in advancing quality education and preparing talented students for future leadership in a variety of fields.

d.    To encourage, stimulate and inspire Governor’s Schools to nurture ethical, personal, social, and civic responsibility in students, faculty, and alumni.

e.    To stimulate, promote and engage in training, research, and technical assistance either directly or contractually, and to prepare and distribute publications and audio-visual materials of all kinds either directly or contractually.  The corporation may conduct and finance studies and research in any and all fields, including the arts, sciences, and education in keeping with the purposes and objectives of the National Conference of Governor’s Schools.

f.    To work with, advise, and assist other associations with similar or related interests in promoting mutual concerns and developing programs and materials.

Section 2

The National Conference of Governor’s Schools shall be empowered to make and receive gifts and grants, levy dues and fees, and to solicit, receive, and expend funds and property to carry out all purposes of the corporation.  NCoGS shall have the power to contract and be contracted with, invest funds, rent, and buy facilities, to have and use a common seal and alter same, and act in any business manner as a legal entity and enterprise not prohibited by law.

Article IV
Period of Duration

The period of duration of this corporation shall be perpetual or until dissolved pursuant to law.

Article V
Memberships

Membership in the NCoGS shall be open to all those actively engaged in operation of Governor’s Schools and those actively engaged in furthering/advancing the purpose of such schools.  There shall be three classes of members, as follows:

Section 1

Active Members: Those currently in good standing with NCoGS and actively engaged in the operation and development of Governor’s Schools, as defined in Article II and V of these Bylaws, and those currently involved in setting policy for such schools may be active members.  These shall include directors, administrators, faculty, and staff of the Governor’s Schools, Board and Advisory Board members where such board members are directly involved in policy decisions for the schools, and the overall chief administrator of the state’s Governor’s School or Schools.

Section 2

Associate Members: All those interested in advancing the purposes of the Governor’s Schools who do not qualify for active membership may be associate members if currently in good standing with NCoGS. Associate members may include, but are not limited to, alumni and parents of alumni.

Section 3

Honorary members: Members of the NCoGS may award honorary membership to individuals by a majority vote of approval by the Board.  Such an award must be based on exceptional service to Governor’s Schools.

Section 4

The membership year shall run from November 1 to October 31.

Section 5

Active members must pay dues in a timely manner to remain in good standing.

Article VI
Officers

Section 1

The officers of the National Conference of Governor’s Schools shall be a President, President-elect, Secretary, and a Treasurer.  The Board of Directors may combine the office of Secretary and Treasurer, but shall not be required to.  The Board of Directors shall elect these officers every three years at the business meeting held at the time of the annual meeting.

Section 2

Each elected officer shall take office immediately after the annual meeting at which said is elected the officer for a term of three years and until his/her successor is duly elected and qualified.

Section 3

Vacancies in any office may be filled for the balance of the term thereof by the Directors at any regular or special meeting, or by mail vote.

Section 4

President: The President shall be the principal elected officer of NCoGS, shall preside at meetings of the NCoGS membership and of the Board of Directors and of the Executive Committee, and shall be a member ex-officio, with right to vote, of all committees except the Nominating Committee.  The President shall also, at the annual meeting of NCoGS and at such other times as proper, communicate to the membership and/or to the Board of Directors such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of NCoGS.  The President shall be the custodian of the corporate records and of the seal of the corporation, and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.  The President may delegate any power, as he/she sees fit, to a subordinate officer.

Section 5

President-elect: The President-elect may, by designation of the President, be delegated authority by the President to perform his/her duties, in the event of temporary disability or absence from meetings, and shall have such other duties as the President or Board of Directors may assign.  It is assumed that the President-elect will be elected President in the next term.

Section 6

Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for 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 these Bylaws, keep a register of the post office address of each member which shall be furnished to the Treasurer by such members, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.  The Treasurer shall make a report at the annual Board of Directors’ meeting.  Some of these duties may be delegated with approval of the Board.

Section 7

Secretary:  The Secretary shall keep the minutes of the meetings of the membership and of the Board of Directors and Executive Committee; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and 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/her by the President and/or the Board of Directors. These duties may be delegated with approval of the Board.

Article VII
Board of Directors

Section 1

General Powers: A Board of Directors shall manage the affairs of the Corporation.  Only Active Members may serve on the Board of Directors, except as specifically directed in these Bylaws.

a.    The Board of Directors shall have supervision, control, and direction of the affairs of NCoGS; shall determine its policies or changes therein within the limits of the Bylaws; shall actively prosecute its purposes; and shall have discretion in the disbursement of its funds.  The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the power granted, appoint such agents, as it may consider necessary.

b.    The Board of Directors shall prepare rules for the orderly conduct and procedure of annual and special meetings of NCoGS, however, these rules shall not conflict with the provisions of the Bylaws.

c.    No officer or director of NCoGS shall receive compensation or payment, except as reimbursement for actual expenditures and reasonable compensation for services actually made or rendered to or for this corporation, as approved by the Board of Directors.

Section 2

Number and Selection:

a.    Each state with a Governor’s School in operation shall be eligible to select two Directors from among its active members to serve on the Board of Directors.

b.    In addition, the nominating committee of NCoGS shall recommend to the board of directors up to five at-large directors to serve on the Board.  All directors shall be eligible for re-election.

c.    Between meetings of the Board of Directors the Executive Committee shall conduct the routine affairs of NCoGS.  The Executive Committee shall include the officers, the immediate past president, and other members elected by the board, consisting of no more than nine members.  The Executive Committee shall exercise any and all powers of the Board in the management of the affairs of the corporation, except that which may be reserved for the Board only, by specific direction of the Board.

d.    Each state shall be free to select its own method of choosing the two Directors and shall send a letter to the NCoGS Secretary listing the Directors and the state’s method of selecting them.  The Membership Committee of the Board shall certify directors.

Section 3

Terms of Office: Terms of office of the Directors and Executive Committee shall be for three years.

Section 4

Resignation or Removal: Any director may resign at any time by giving written notice to the President of the Board of Directors.  Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof, as determined by the President of the Board.  Any director may be removed for cause by a majority vote of the Directors at any regular or special meeting at which a quorum is present.

Section 5

Vacancies: Any vacancies that may occur on the Board of Directors by reason of death, resignation, or otherwise, shall be filled by the state of origin of the vacated board seat to complete the term.  The members of the Board of Directors shall fill any vacancies on the Executive Committee to complete the term upon presentation of a name or names by the Nominating Committee.

Article VIII
Election

Section 1

The Board of Directors shall be certified as specified in Article VII, Section 2(d) and shall take office at the close of the annual meeting.

Section 2

The President of the Board of Directors shall appoint up to five members for the Nominating Committee from the membership of the Board, with each member representing a different state.  Membership on the Nominating Committee must be rotated among the states.  Each member of the Nominating Committee shall serve for one year, except that its Chair shall serve for two, but not more than two years.  The functions of the Nominating Committee shall be as follows:

a.    To recommend up to four members to serve on the Executive Committee, as specified in the Bylaws, Article VII, Section 2 (c).  The committee shall present the names of their nominees to the Board of Directors who must approve the nominations by a majority vote.

b.    The Nominating Committee shall select a slate of officers, the names and addresses to be mailed to the Board of Directors at least 21 days prior to the annual meeting each year, to be voted upon by the board of Directors at the meeting.  The officers shall take office immediately after the adjournment of the annual meeting.

Article IX
Meetings

Section 1

Meetings:  Except that the Board shall have a regular meeting at the time and place of the annual meeting, the Board shall meet upon call of the President or shall be called to meet upon demand of a majority of its members. Notice of all meetings of the Board of Directors and the Executive Committee shall be sent by mail or other mode of transmittal to each member of the Board at his/her last recorded address at least 21 days in advance of such meetings.

Section 2

Quorum:

a.    Board of Directors: If proper notice of the meeting is given (21 days prior to meeting) one third of the Board of Directors shall constitute a quorum.  If less than 21 days notice are given, then a majority of the Directors must be present to constitute a quorum.  Telephone or proxy votes of Directors, documented by the President and Secretary of the Board, may be counted and they may be considered in the count for the quorum.

b.    NCoGS Members and Directors may carry on business and elections of the corporation by mail, in accordance with election and other procedures set forth in these Bylaws.

c.    Executive Committee: If proper notice of the meeting is given (21 days prior to meeting), one third of the Executive Committee shall constitute a quorum.  If less than 21 days notice is given, then a majority of the Executive Committee must be present.  Telephone votes documented by the President may be counted and they may be considered in the count for the quorum.

d.    Membership: One tenth of the members present at any meeting of NCoGS shall constitute a quorum.

e.    In all instances where there is less than a quorum present, the presiding officer may adjourn the meeting until a quorum is present.

Article X
Mail Vote

Whenever any question shall arise that in the judgment of the Board of Directors  believes should be put to vote by  the active membership and when it deems it inexpedient to call a special meeting for such purpose, the Executive Committee may, unless otherwise required by these Bylaws, submit such a matter to the membership in writing by mail or e-mail for vote and decision. The question thus presented shall be determined according to a majority of the votes received by mail within 14 days after such submission to the membership, provided that in each case votes of at least 10 percent of members shall be received.  Any and all action taken in pursuance of a majority mail vote in each such case shall be binding upon NCoGS in the same manner as would be action taken at a duly called meeting.

Article XI
Committees

The Board of Directors or the Executive Committee shall have the power to establish committees and to charge such committees with whatever tasks and responsibilities the Board and/or the Executive Committee deem appropriate.

Article XII
Books and Records

The National Conference of Governor’s Schools shall keep correct and complete books and records of account and shall also 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 its registered or principal office a record giving the names and addresses of the members entitled  to vote. All books and records of NCoGS may be inspected by any member or his /her agent or attorney for any proper purpose at any reasonable time.

Article XIII
Seal

The Board of Directors shall provide a corporate seal, which shall have inscribed thereon the name of the corporation and the words “Corporate Seal of the National Conference of Governor’s Schools, Inc.”

Article XIV
Waiver of Notice

Whenever any notice is required to be given, 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 XV
Amendments to Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least 14 days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

Article XVI
Indemnification

The Corporation (NCoGS) shall indemnify and hold harmless all Officers, Directors, Board Members, and agents of the Corporation from any and all liability arising out of the discharge of their official duties, provided said persons are acting within the scope of their authority.   The liability of Directors and Officers of the Corporations shall be limited to the full extent allowed under Chapter 273 of the Kentucky Revised Statutes.

  • Original Bylaws established, 1989.
  • Previous version Adopted October 3, 1998 at Louisville, Kentucky Conference.
  • Additional revision adopted October 7, 2006 at annual meeting in New Orleans, Louisiana.
  • Current version adopted October 4, 2012 at annual meeting in Little Rock, Arkansas.