VERMONT PRINCIPALS' ASSOCIATION BYLAWS
Amended by the membership at the 2014 Annual meeting on August 5, 2014 at The VPA Leadership Academy
ARTICLE 1. NAME
The name of the Corporation shall be "The Vermont Principals' Association, Inc." ("VPA" or "Corporation"). The Corporation is a voluntary organization of Vermont schools and administrators. The Corporation shall affiliate with the national principals and activities associations.
ARTICLE 2. PURPOSES The purposes of the Corporation shall be: 1) to promote educational opportunities for Vermont students; 2) to promote professional growth for educational leaders; 3) to organize and supervise state wide interscholastic activities; 4) to do other work that promotes the educational mission of the VPA.
ARTICLE 3. MEMBERSHIP
School Membership. Any school in Vermont approved by the State Board of Education is eligible to become a school member of the corporation. The chief administrator of that school or designee shall be the official delegate of that school and shall be entitled to vote for that school on activity matters and also to serve on committees related to activities.
Affiliate/Partner Membership-Any not-for-profit association that ascribes to the purpose outlined in article two above is eligible to apply for membership. Affiliate/Partner members may serve on committees but may not vote at meetings of the Corporation. All applications from Affiliate/Partners must be approved by vote of the Executive Council.
Section 2. Individual Membership
Active--Any licensed administrator working in a Vermont school approved by the State Board of Education and eligible for membership in the National Association of Secondary School Principals or the National Association of Elementary School Principals is eligible to become an individual active member of the Corporation. Active members may hold office, serve on committees and vote on professional agenda matters at meetings of the Corporation.
Associate/Aspiring-Any professional educator employed by a Vermont school approved by the State Board of Education is eligible to become an associate member of the Corporation. Associate individual members may serve on committees, but may not vote at meetings of the Corporation nor hold office. Former school administrators not currently in administrative roles are eligible to retain their membership as an aspiring principal for one year after leaving their positions.
Retired--Any retired administrator/VPA member, who met the qualifications of this article while active, may become a retired individual member of the Corporation. Retired individual members may serve as members of committees at the discretion of the Executive Director but may not vote at meetings of the Corporation. Exception: a retired member/ administrator of the VPA may fill one seat on the Executive Council with full voting rights on the Executive Council.
Guest –In recognition of people in key roles in education in Vermont, there is created a Guest Membership. At the discretion of the Executive Council to a limited number of Guest Memberships will be offered to people not in a principal role but who serve in a key role in education. Annually, the Executive Director will get approval from the Executive Council to offer Guest memberships. Guest members may serve on committees at the discretion of the Executive Director and do not have voting privileges.
ARTICLE 4. DUES
Section 1. School Dues
All 7-12 schools will be assessed school dues as well as a per student activity fee.
The school dues for schools with any students in grades seven through twelve shall be determined annually by vote of the delegates of member schools. The dues shall be based on the October 1st student count average daily membership ("ADM") count under the same standards applied by the Vermont Agency of Education from the previous year. School dues shall be payable by September 1. The principal shall sign the annual school membership form and submit it with the dues payment. The form shall confirm agreement that the school will abide by VPA policies and rules.
Section 2. Individual Dues
The membership dues for individual active, associate and retired members shall be determined annually by vote of the individual active members. These dues, plus national principals’ organization dues, if so designated, shall be billed each member at the beginning of each school year and shall be payable by October 1. Membership runs from July 1 to June 30.
ARTICLE 5. ACCOUNTING
The fiscal year of the Corporation shall begin on July 1 and ends on June 30. All income, from whatever source, including school dues, income from student activities, personal dues and income derived from student-related activities, shall be kept in one account; all disbursements from that account shall be for: (1) supervision and/or support of student-related activities; (2) activities related to the growth and welfare of administrators; (3) salaries of Corporation employees and general overhead expenses of the Corporation (4) any other expenses related to the purpose and policies of the Vermont Principals' Association as determined by the Executive Council or its designee[s]. Annually, and from time to time, the Executive Council, on recommendation of the Executive Director, shall decide what amounts shall be allocated for the salaries of the employees and the other expenses of the Corporation.
ARTICLE 6. ADMINISTRATION
Section 1. Officers
Officers of the Corporation shall be a President and a President-elect who shall be elected for a term of two (2) years at the annual business meeting of the Corporation by vote of all individual members of the Corporation who are present. Each officer of the Executive Council will serve a single term of two years. For service as an officer, an Executive Council member’s regular term may be extended for a maximum of two additional years for one time only. They shall serve beginning September 1 of the same year until their respective successors are elected, and an Executive Director who shall be approved by the Executive Council to serve until a successor is appointed. Candidates for President and President-elect must have been members of the Executive Council. The Executive Director shall be the chief executive officer of the Corporation and shall have the powers, duties and responsibilities usually associated with the office. The Executive Director shall keep all corporate records and receive and account for all corporate funds, and shall perform other duties as shall be assigned by the Executive Council.
Section 2. Nomination of Officers
A nominating committee shall be appointed by the President to submit a slate of officers consisting of President, President-elect, and members of the Executive Council, at the annual meeting.
Section 3. Executive Council
There shall be an Executive Council of fifteen (15) members consisting of the President and President-elect of the Corporation, the NASSP Coordinator and the NAESP State Representative, Past President, Associate/Assistant Principal, Technical Director elected at an annual meeting of the Corporation; and eight (8) member-representatives. The terms of office for the member-representatives shall begin on September 1 following election by the school members and continue for two consecutive three (3) year terms or when an officer's term of office is over. In cases of vacancies, the Council will appoint the representative to complete the year (i.e., ending the following August 31). The appointee will be able to serve two of his/her own full terms starting with the next year.
Whenever there are openings, the Executive Council shall strive to achieve a balance of its membership by considering factors as level of assignment, size of school, gender, and geographical distribution.
The Executive Council shall act as the governing body of the Corporation. The Council shall do the following:
1. Establish a budget for the member school funds; 2. Budget for professional dues and funds; 3. Approve an annual budget and audit 4. Exercise authority and supervision to control expenditures made by officers and employees designated by the Executive Council to have initial authority to make such expenditures. 5. Oversee the work of its standing committees; 6. Appoint any other necessary committees and delegate responsibilities to those committees.
Further, the Council shall have the authority to appoint any necessary committees and delegate responsibilities to those committees. The Executive Council may act in regular or special meetings, and may conduct meetings by electronic means. Regular meetings will occur at least four times in the calendar year at such times as will be established by the Executive Council. Special meetings may be called if at least three (3) council members request it. The Executive Director shall send notice of regular or special meetings to all council members. A majority of the members of the Executive Council constitutes a quorum for the transaction of business.
Section 4. Committees
There will be two standing committees of the VPA: an Activities Standards Committee (ASC) and a Professional Learning and Support Committee (PL&S).
Activities Standards Committee
The Activities Standards Committee shall appoint, coordinate and approve the work of all activities committees; interpret and enforce eligibility regulations for interscholastic activities; recommend policy changes to the Executive Council for review and final approval and conduct hearings involving probable violations of the activity policies and rules; conduct pilot and experimental programs with respect to any activity; and, perform such other duties as assigned by the Executive Council.
The Activities Standards Committee will appoint subcommittees annually to supervise individual activities sponsored by the VPA. Membership on activity subcommittees will commence August 1. Each subcommittee will elect a chairperson for the year at its first meeting. Non-members of the VPA may serve as consultants, but cannot vote on subcommittee matters.
Professional Learning and Support Committee
The Professional Learning and Support Committee will coordinate and collaborate with the VPA Executive Director and VPA staff to develop activities for the membership. It will serve as the organizing body for the annual Leadership Academy, for the VPA mentoring program and other efforts to support leaders throughout Vermont.
Section 5. Business and Professional Meetings
Ten (10) calendar days' notice by mail or e-mail shall be addressed to each school and individual member of the Corporation by the Executive Director setting forth the time and place of the annual meeting of the corporation’s members with a statement of the business scheduled for the meeting. Reasonable advance notice shall be provided for all other meetings.
A quorum for all regular and special business meetings of the Corporation shall be fifteen (15) members of record of that date.
Special business meetings of the Corporation may be called at any time by the Executive Council, upon the notice aforesaid, and shall likewise be called upon written request of ten percent (10%) of the active membership.
Robert's Revised Rules of Order shall govern all business meetings of the Corporation and all meetings of regular and/or ad hoc committees of the Corporation.
ARTICLE 7. AMENDMENTS; BYLAWS AND POLICIES
Section 1. Bylaws
Bylaws may be adopted, amended or repealed at any business meeting of the Corporation provided prior notice thereof has been given to the members as herein provided for annual and special business meetings of the Corporation. Approval will require two-thirds (2/3) majority of the individual members of record present. Proposals for amendments to or changing the bylaws must be duly warned to the membership no less than ten (10) calendar days prior to the date of the proposed meeting.
Proposals for amendments to or changing the bylaws may be generated by the Executive Council or by Corporation members. When the proposal is forthcoming from corporation members, a petition for proposed amendments or changes to the Bylaws must be presented to the Executive Director with the signatures of five percent (5%) of the individual Corporation members by February 1, for consideration at the annual business meeting of the Corporation, and no less than sixty (60) calendar days prior to any special business meeting of the Corporation. All such proposed changes will be considered by the Executive Council and its position will be made known to the membership when the warning for the meeting is published. Such proposals may be edited for consistency with the language of the Bylaws, and may be reviewed for legal implications but no changes may be made in the substance of the proposal.
Section 2. Policies
All policies governing student activities shall be voted by the Activities Standards Committee subject to the approval by the Executive Council. The Executive Council may require that the members of the Corporation vote on any policy. If the Executive Council submits a policy affecting activities for decision by the members, one (1) delegate per member school shall vote on activities items.
Proposals for revisions or additions to activities policies may be generated by the Executive Council, the Activities Standards Committee, or by delegates from member school. A petition from the delegates for proposed revisions or additions to activities policies must be presented to the Executive Director with the signatures of five percent (5%) of the delegates from member schools.
Upon receipt of the proposals, the Executive Director will refer the proposal to the Activities Standards Committee, which will consult the appropriate activity committee and make a recommendation to the Executive Council. The Council will review the matter and take such action, as it deems appropriate.
(Please note: Enforcement and appeals are governed through VPA policy)
ARTICLE 8: Legal Action:
The VPA is a voluntary association, which is democratically governed. VPA member schools agree to abide by final decisions of the VPA. VPA members agree that litigation by members against the VPA undermines the VPA governance structure and wastes valuable resources that could otherwise be devoted to students.
1. Action against the Association by a member school.
Any VPA member school which is a party to legal action in any court to overturn, stay, or enjoin any final decision of the VPA and is subsequently unsuccessful in seeking a verdict shall be liable for reasonable costs and attorney’s fees incurred by the Association in defending against such action.
2. Should the Association be forced to initiate legal action to collect the aforementioned costs and attorney’s fees, the member school shall be additionally liable for the Association’s reasonable costs and attorney’s fees resulting from the collection action.
Last modified on August 5, 2014