BYLAWS

NATIONAL ASSOCIATION OF PRINCIPALS OF SCHOOLS FOR GIRLS (NAPSG)

 

STATEMENT OF PURPOSE

            The National Association of Principals of Schools for Girls (the "Association") exists to serve the cause of education for women and strives to provide a congenial environment in which common educational aims, ideas and objectives may be effectively shared.  It is organized and shall be operated exclusively for charitable and educational purposes.

 

ARTICLE I.  MEMBERSHIP

            SECTION 1.  Schools applying for membership in NAPSG should be members of the National Association of Independent Schools (NAIS), the Canadian Association of Independent Schools, or be currently accredited by one of the member NAIS accrediting bodies or by one of the six federally recognized school/college accrediting bodies.

 

SECTION 2.  Eligible schools may become members of NAPSG.  The Head of a member

school is the principal member, and may appoint an associate member.  In addition, there are affiliate, college and honorary memberships for individuals.

 

            SECTION 3.  The head or chief executive officer of any independent school in the United States, its territories, or Canada, which is involved in the education of girls and approved by the Council shall be eligible for principal membership as the representative from that school.  Principal members are expected to attend at least one Association meeting in three years.  Only a principal member shall be eligible for affiliate membership upon leaving his/her school.

 

            SECTION 4.  One executive from a college or university shall be eligible for college membership as a representative from a college or junior college approved by Council.  College members shall receive all notices but shall not vote or hold elective office.

 

SECTION 5.  Any former principal member who no longer is a head or officer or who

becomes an employee of a school not eligible for membership may become an affiliate member.  Affiliate members shall receive all notices but shall not vote or hold an elective office.  Former principal members who change positions to head non-member schools eligible for NAPSG membership may become affiliate members, but must bring their new school into membership within two years.

 

            SECTION 6.  Schools may have a second member in addition to the principal member, to be termed an associate member.  The principal member may appoint one person from his/her academic administration as an associate member.  Anyone other than an academic administrator must be subject to Council approval for associate membership.  Associate members may vote only in the absence of the principal member.

 

            SECTION 7.  Honorary members may be elected by the Association membership upon nomination of the Council.  Such members shall be entitled to all the privileges of active membership, but they may not vote or hold an elective office and they shall be exempt from payment of dues.

 

ARTICLE II.  OFFICERS

SECTION 1.  The officers of the corporation shall be a President, five regional Vice-Presidents, a Secretary, a Treasurer,

and an Executive Director.

 

            SECTION 2.  The President shall be elected by the Association membership at the Annual meeting for a term of three years.  The President shall preside at all meetings of the Association and shall be, ex officio, Chairman of Council and of the Executive Committee.  The President shall present for the consideration of the Council a policy for the Association in matters pertaining to its purposes.  The President shall be, ex officio, a member of all standing and special committees and of all conferences of the Association.  The President, or his/her deputy, shall represent the Association in all work with other organizations and at public meetings and conferences.  It shall be the duty of the President to work with the Program Committee in preparing the program for the annual meeting.

 

            SECTION 3.  The regional Vice-Presidents shall be elected by the Association membership at the Annual Meeting for terms of three years, no more than three to be elected each year.  The Vice-President of the region in which the annual meeting is to be held shall act as first Vice-President for that year.  The further duties of the regional Vice-Presidents shall be (1) to keep informed, and to advise the Council as to the activities of regional educational agencies and any civil or political developments which may have an effect on educational policies and practices within the region; (2) to be responsible for carrying out in the section the policies and plans of the Association, and (3) to carry on an active membership campaign within the territory of the section.

 

            SECTION 4.  The Secretary shall be elected by the Association membership at the Annual Meeting for a term of three years.  It shall be the duty of the Secretary to perform such duties as the Council may direct and to keep a full record of the meetings of the Council.

 

            SECTION 5.  The Treasurer shall be elected by the Association membership at the Annual Meeting for a term of three years.  It shall be the duty of the Treasurer to collect, receive, hold, and pay out all monies and give an account thereof which shall have been audited by a certified public accountant.

 

ARTICLE III.  THE COUNCIL

SECTION 1.  The Council shall consist of the President, the regional Vice-Presidents, the Secretary, the Treasurer and

four Council members, each to serve for three years, all to be elected by the Association Membership.  The outgoing President, Secretary and Treasurer shall serve for one year after a successor has been elected.

 

SECTION 2.     In addition, the Council shall appoint annually the following, each of whom shall become a member

of the Council: (a) An Executive Director (an Officer), whose duties shall be to conduct all correspondence of the Association, including the processing of applications for membership in the Association, to keep a full record of the meetings of the Association, to work with the Program and Hospitality Chairmen in planning the annual meeting, to arrange for the fall Council Meeting at an appropriate time and location, to edit and distribute the Proceedings, and to perform such other duties as the President of the Association may direct. The Executive Director shall be, ex officio, a member of all standing and special committees and of all conferences of the Association.

            (b) A Membership Chair whose duties shall be to assist the Executive Director, at his/her request, in processing certain applications for membership which are of an unusual nature, and to send the head of each school applying for membership a written report of the action of the Council on his application.

 

ARTICLE IV.  EXECUTIVE COMMITTEE

The Executive Committee shall consist of the President, the Secretary, the Treasurer, the outgoing President, and two of the four elected Council members, to be selected by the President.  In the case of a vacancy in any of the offices of the Executive Committee or of the Council, the executive Committee shall have the power to fill such vacancy, such appointee to hold office until the next annual meeting.

 

ARTICLE V.  MEETINGS

            SECTION 1.  The Association shall hold its annual meeting in the first three calendar months of the year, at a time and place to be determined by the Council.

 

            SECTION 2.  The Council shall hold its annual organizational meeting in November.

 

            SECTION 3.  If an annual or organizational meeting is not held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the respective annual or organizational meeting.

 

ARTICLE VI.  FISCAL YEAR AND DUES

An annual fee for active, associate, and affiliate memberships in the Association shall be due at the beginning of the fiscal year, the amount of such fee to be determined by the Council.  Payment of dues for the current year shall be necessary for members to have the privileges of attending the annual meeting.  Any members whose dues are unpaid January 1 of the billing year may be dropped from membership but may be reinstated by so applying to the Executive Director and paying the dues owed.

 

ARTICLE VII.  QUORUM AND COMMITTEES

            SECTION 1.  Twenty-five percent of the active members of the Association present at any annual business meeting shall constitute a quorum for the election of officers and the transaction of all business.

 

            SECTION 2.  A resolutions Chair shall be appointed by the President for each regular meeting of the corporation.  The duties of the Chair shall be: (a) to assume responsibility for obtaining memorial resolutions from persons qualified to write brief biographical sketches of prominent educators whose schools or colleges have been represented in the Association and (b) to receive from the committee heads or other active members suggested resolutions for consideration by membership, with the understanding that no resolution shall be presented to the Association unless it shall first have received a favorable report either from the Council or from a Resolutions Committee consisting of the President, the five sectional Vice-Presidents, and the Resolutions Chair.

 

            SECTION 3.  Other standing or special committees shall be appointed by the President unless otherwise ordered by the Council.

 

ARTICLE VIII.  PROCEEDINGS

            A copy of the Proceedings of the annual meeting shall be made available to each member of the Association.

 

ARTICLE IX.  AMENDMENTS

            These bylaws may be amended at the business session of any annual meeting by the active members present provided that the number of affirmative votes cast equals or exceeds a majority of those in attendance and thirty percent of the number of active members of the Association and that, at least ten days before such a meeting, a written notice stating fully the changes proposed shall have been sent to each active member.

 

ARTICLE X.  CONFLICT OF INTEREST

Any possible conflict of interest on the part of any member of the Board, officer or employee of the Corporation, shall be disclosed in writing to the Board and made a matter of public record through an annual procedure and also when the interest involves a specific issue before the Board.  Where the transaction involving a board member, trustee or officer exceeds five hundred dollars ($500) in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the required newspaper is required.  The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself.  Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of and agreement to this policy.  The Board will comply with all state and federal conflict of interest laws and regulations relative to the Association.

 

ARTICLE XI.  PROVISION FOR DISSOLUTION 

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purposes.

 

www. napsg.org                                                Amended May 30, 2000, February 23, 2003, February 27, 2004 and February 24, 2008