All American High Schools Association Inc.
A Leading Provider in National & International Accreditation Services
The name of the
Association shall be:
The purpose of the
Association shall be to further in every way the cause of education through the
promotion of mutually beneficial programs among member schools. The Association
shall work to develop a cooperative relationship with the general public,
colleges, schools and other state and regional associations. Further, the
Association shall promote more effective evaluation and accreditation for
member schools by encouraging its members to become active in accrediting
agencies. The purpose for which the Association is organized is exclusively
educational within the meaning of Section 501(c) (3) of the United States
Internal Revenue Code of 1986 or the corresponding provisions of any future U.S.
Internal Revenue law.
Any independent
school demonstrating compliance with the candidacy criteria determined by the
board shall be considered a candidate for membership in the association upon
the acceptance of its application, submission of supporting documents, and
payment of dues. If not already accredited, candidates must earn accreditation
in accordance with the published criteria, at which time they will be
considered members of the association. Other non-school organizations may be
given non-voting affiliate status in the association if approved by the board.
The officers of
the board shall be a chair, a vice chair, a treasurer, and a secretary. Their
duties shall be those that usually pertain to these offices. Officers must be
active chief administrative officers of member schools. An officer will vacate
his/her office by a move to a non-member school, unless approved by the board. The
officers shall be elected by the board and shall take office on January 1
following their election. Officers shall hold offices for a term of two years
or until their successors are elected.
The Board of
Trustees shall have the power to employ the President and shall set all other
terms and conditions of such employment. The Board of Trustees shall have the
responsibility of making a written assignment of all duties, powers,
responsibilities, and prerogatives of the President (including also the salary
and location of the office).
The board of
trustees shall consist of the officers, the immediate past chair, and up to 15
at-large members with the intent of representing a variety of states and
countries. Members of the board include many national and international
prominent business and community leaders and active chief administrative
officers of member schools. Trustees will be elected by the board at the annual
business meeting of the association from a slate of nominees presented by the
board. Nominations will be solicited from the membership. A trustee shall hold
office for a term of three years beginning on January 1 following the date of
election, at which time the trustee may be re-elected for a second three year
term or shall rotate off the board. At the completion of a second three-year
term, a trustee must rotate off the board for a period of at least one year.
The board, at its discretion, can extend the term(s) of a standing committee
member. Trustees shall be elected to staggered terms so that, except for
mid-term vacancies, one-third of the trustees shall be elected each year. A
trustee may, during tenure or at the time of rotating off the board, be elected
to a position as an officer. Officers are exempted from the regular board
rotation. The President is an ex-officio and non-voting member of the board.
The governing body
of the Association is the Board of Trustees. The Board of Trustees is
responsible for the supervision, control and direction of the Association. The
President serves as the chief staff executive of the Association and shall be
in charge of the overall operation of the Association consistent with the
purposes, the bylaws, and polices duly established by the Board of Trustees.
The President shall have the exclusive responsibility to hire, fire, and manage
the staff, consistent with the budget, and shall carry out the duties described
in the President’s job description
The Association
shall carry out its mission through the work of standing committees as
determined by the Board of Trustees. The President, with the advice and counsel
of the Chair, may appoint ad hoc committees as necessary to fulfill the general
program responsibilities of the Association. Standing committee chairs are chosen
from the membership of the Board of Trustees.
The committee
chair shall recommend committee members to the Board of Trustees that may
invite additional members to serve on each committee, provided that the entire
membership of each committee includes no more than three members from any one
state. Committee members are appointed for a three-year term with a maximum of
two consecutive terms.
There shall be an
annual meeting of the general membership of the Association to be held at a
time and a place determined by the Board of Trustees. Special meetings may be
called at any time by the Chair at the request of the Board of Trustees with 30
days notice to all members. Such special meetings may involve any business
which would properly come before an annual meeting, including amendment of the
bylaws.
The fiscal year of
corporation, for tax and financial accounting purposes shall be the 12-month
period ending on the last day of each June. All budgets must be approved by the
Board of Trustees. The dues of the Association will be determined by the Board
of Trustees and are to be paid annually by a date set by the Board of Trustees.
Financial policies for the association shall be determined from time-to-time by
a committee of the board, subject to the board’s directives.
All written
notices to the Board of Trustees or to the general membership shall be given
either (1) by first class mail, postage prepaid, (2) by facsimile or electronic
mail, or (3) by personal delivery.
A majority of the board shall constitute a quorum at any board meeting. Any less number may recess until a quorum is present.
All members of the board, present and constituting a quorum, shall have the right to vote on matters. Majority decision will prevail unless otherwise directed by these bylaws. Voting rights of a member of the board may not be delegated to another nor exercised by proxy.
The board may vote electronically on a proposal if a written consent to such action is signed by a majority of the trustees and such written consent is filed with the minutes. Such action is effective when the required number of trustees have signed the consent unless the consent specifies a different effective date. Such consent may be transmitted electronically. A trustee transmitting his or her consent to the association electronically shall sign the consent by typing his or her name on the consent.
In the case of a
time-sensitive matter and with the approval of the board, the general
membership may vote electronically on a proposal. A member shall verify his or
her vote to the association electronically by typing his or her name.
Each trustee, officer,
committee member, employee, and other agent of the Association shall be held
harmless and indemnified by the Association against all claims and liabilities
and all costs and expenses, including attorney’s fees, reasonably incurred or
imposed upon such persons in connection with, or resulting from, any action,
suit or proceeding – or the settlement or compromise thereof – to which such
persons may be made party of by reason of any action taken or omitted by such
persons acting in good faith and prudence within the course of acting in behalf
of this association.
These bylaws may
be amended at any annual meeting or any special meeting of the general
membership by two-thirds vote of the schools present and voting, after 30 days advance
notice of a proposed change or changes has been circulated to all member
schools.
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 Code, or corresponding section of any further federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
The rules contained in the most recent edition of Robert's Rules of Order Newly Revised shall be used as a guide for procedure at all meetings of the Association and the Board of Trustees to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.