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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. The current version was adopted October 7,
2006, at the Biennial Conference in New Orleans, Louisiana.
The National Conference of Governor's Schools, Inc., is incorporated in the Commonwealth of Kentucky. Visit http://apps.sos.ky.gov/business/obdb/default.aspx and search for organization # 0249597 to view the most recent filing.
The name of the corporation shall be National Conference of Governor’s Schools, Inc.
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.
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Original Bylaws established, 1989.
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Previous version Adopted October 3, 1998 at Louisville, Kentucky Conference.
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Current version adopted October 7, 2006 at annual meeting in New Orleans, Louisiana.
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NCoGS
