Bylaws

Section I
Section II
Section III
Section IV
Section V
Section VI
Section VII
Section VIII
Section IX

Membership

Membership in the Independent Schools Association of the Southwest is open to independent schools which meet the accreditation requirements set forth in the Association’s Standards for Membership.
The Association’s Standards must be met continuously by all member schools.

Accreditation Procedure

A School seeking membership in the Association shall make a formal request in writing to the Executive Director, following the procedures outlined in the document, Steps in Completing the Application for Membership.
If the Standards Committee is satisfied, on the basis of the Applicant School’s Documentation and the Report of the Visiting Committee, that the School meets the Standards of the Association, it may request that the School be given RAC (Recognition of Accreditation Candidacy) Status in the Association for a minimum period of three years. RAC Status bears annual financial obligation in the amount of fifty percent (50%) of the normal dues, but no membership privilege beyond attendance without vote at all regular meetings of the Association’s Membership.
After the end of the second year of RAC Status an Applicant School may (at the end of the fourth year of RAC Status an Applicant School must) request a visitation (preceded by a self-study in accordance with the procedures outlined by the Standards Committee). On the basis of this visitation, the Standards Committee may recommend to the Board of Directors and for the approval of the Membership that the Applicant school be admitted to membership in the Association.
Any School that at the time of its application for RAC Status has not yet attained its planned structure must remain in RAC Status until the structure of the School is complete, except that in the case of a School that plans to include the twelfth grade, evidence must be shown that three graduating classes have met Association Standards by gaining ad¬mission to institutions of higher learning. If, however, a school has completed its structure and has been on RAC status for five years the school may petition for membership.
Established Schools which meet all the Standards of the Association may, on the recommendation of the Standards Committee, be voted into full membership in the Association.
A Member School may request an evaluation and visitation at any time.
The costs of evaluation and visitation shall be borne by the School requesting this service.
The Standards Committee shall study all reports and recommend action to be taken by the Board of Directors.

Organization

Membership, Board of Directors, Executive Committee and Officers
1. The Membership shall consist of all ISAS member schools. Each member school shall be represented by its head of school (i.e. headmaster, headmistress, president, director).
  1. The Membership shall have final authority and vote on the approval of dues, the admission of new members, the removal of members, the election of Officers and Directors, and amendments and changes to the Bylaws.
2. The Board of Directors shall consist of the Officers of the Association, the immediate Past-President, the Standing Committee Chairs, two (2) elementary school heads elected by the Membership, and two (2) heads of schools with secondary grades elected by the Membership. The Executive Director shall be a nonvoting member of the Board of Directors.
  1. The Board of Directors shall operate within the policy of the Association and shall manage the business and affairs of the Association either directly or through representatives or committees.
  2. The four elected Directors shall serve staggered two-year terms. In the first year, one elementary director and one secondary director shall be elected to a two-year term and one of each elected for a three-year term in order to establish the rotation of terms. Thereafter, all Directors shall be elected to two-year terms.
  3. Vacancies in the Board of Directors and unexpired terms of Officers shall be filled by a majority vote of the Board of Directors, and each person so appointed shall serve the unexpired term of the member whom he/she succeeds.
3. The Officers of the Association are a President, a Vice-President, a Treasurer and a Secretary. All shall be heads of schools. The Officers shall be elected at the annual fall meeting of the Membership, shall assume office at the conclusion of the June Membership meeting, and shall continue in office until the next annual June Membership meeting when duly elected and qualified successors shall assume their offices. No Officers of the Association may succeed themselves for a continuous period exceeding three years.
  1. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and the Membership of the Association.
  2. In the absence or disability of the President, the Vice-President may exercise the powers and shall assume the duties of the President.
  3. The Treasurer shall supervise the accounts of the Association and shall render at the Annual Fall and June meetings a statement of the financial condition of the Association.
  4. Secretary shall provide and present minutes of meetings of the Board of Directors, the Executive Committee, and the Membership.
4. The Officers and Directors shall be nominated and elected at the annual fall meeting in the following manner. Recommendations for nominations shall be solicited at the previous June meeting of the Membership and submitted to the nominating committee. Not less than thirty (30) days before the annual fall meeting, the President shall appoint, with the advice and consent of the Board of Directors, a Nominating Committee. This committee shall consist of five members, of which not less than three are past Officers of the Association. The Nominating Committee shall present its report to the annual Membership meeting held in the fall.
5. The elected Officers, the immediate Past-President, and one of the at-large members of the Board of Directors designated by the President shall constitute the Executive Committee. The Executive Director shall be a nonvoting, ex-officio member of the Executive Committee. The Executive Committee may act on behalf of the Association, subject to the approval of the Board of Directors, between scheduled meetings of the Board of Directors.
Policy, Quorum and Attendance
1. Policy of the Association shall be determined by the Board of Directors. Two-thirds (2/3) of the Board of Directors shall constitute a quorum at any meeting; and when a quorum is present, concurrence of a majority of those present shall determine any matter brought before the meeting.
2. Two-thirds (2/3) of the Executive Committee shall constitute a quorum, and the concurrence of those present shall determine any matter brought before the Executive Committee.
3. The Board of Directors will meet three times each school year: once in the fall, winter/spring, and summer.
4. The full Membership, represented by school heads, will meet two times per year coinciding with the fall and summer meetings of the Board of Directors. The fall meeting will be the annual meeting for the purpose of electing Officers, Directors, and for the approval of dues for the following year. A majority of the full Membership shall constitute a quorum, and when a quorum is present, concurrence of a majority of those present shall determine any matter brought before the meeting.
5. Notice of the meeting dates shall be published on the annual calendar of the Association. No other notice is required.
6. Member schools must be represented at the two annual Membership meetings. If the head of a member school is unable to attend a business meeting, he/she may, upon notification to the Executive Director, be represented by a designated associate who may not vote, and by instruction of the presiding officer may be asked to leave the meeting during discussions deemed appropriate only for heads of member schools. Each school head must attend two consecutive business meetings of the Membership. The meetings do not need to fall in the same school year. If a school is not in compliance with the attendance requirement, it may be subject to a membership review.
Standards Committee
1. The Standards Committee shall be comprised of at least nine school heads, at least four of whom are selected from among those schools which do not include the high school grades.
2. The Standards Committee shall be comprised of two commissions: the Secondary Commission which will consider all schools with secondary grades, and the Elementary Commission which will consider all schools with elementary grades only.
3. The members of the Standards Committee shall serve on one of the two Commissions. The members of the Standards Committee are appointed for a three-year term by the President, with the approval of the Board of Directors. Vacancies in the Standards Committee and unexpired terms of members shall be filled by a majority vote of the Board of Directors and each person so appointed shall serve the unexpired term of the member whom he/she succeeds.
4. The President shall appoint, with the approval of the Board of Directors, the Chair of the Standards Committee and a chair for each commission. Commission chairs serve under the direction of the Standards Committee Chair.
5. The Vice President may serve on the Standards Committee and act as Chairman of one Commission. But no other member of the Standards Committee is to serve concurrently as an elected officer.
6. The President and Executive Director shall serve, ex officio, as members of the Standards Committee.
7. It shall be the duty of the Standards Committee to develop and administer the Accreditation Procedures of the Association, to pass upon the continued fitness of schools for membership, to determine the fitness of applicant schools for membership, and to recommend from time to time any changes in membership standards that in its opinion seem worthy of consideration by the Association.
8. The Standards Committee has power only to recommend to the Board of Directors that action be taken on matters in its purview. Final action is reserved to the Board of Directors. The accreditation and election of new members or the removal of a member school are reserved to the full Membership.
Committee on Program and Professional Development
1. The Committee on Program and Professional Development is to identify and promote programs and opportunities for the professional development of teachers, administrators, staff and trustees. In fulfillment of its purpose, the committee will:
  1. Oversee the biennial teacher conference, reviewing its program and advising the Executive Director on means for improvement.
  2. Oversee the programs of interest groups such as the Business Managers' Council, the Admission Directors' Council, and the Development Officers'; Council and advise as to means by which such programs should be independent from or integrated into the other programs offered by ISAS.
  3. Oversee the planning committee for the Beginning Teacher Institute and offer suggestions for improvement.
  4. Offer recommendations for programs to be presented at the two annual business meetings of the Membership.
  5. Coordinate suggestions and proposals for new programs arising from other committees.
  6. Identify and provide the means to create additional programs as needed and desirable including the appointment of ad hoc committees to develop specific programs.
Finance Committee
1. The Finance Committee shall be comprised of at least six school heads, one being the elected Treasurer of the Association, and at least two of whom are selected from among those schools which do not include the high school grades.
2. The members of the Finance Committee are appointed to a two-year term by the President, with the approval of the Board of Directors. Vacancies in the Finance Committee and unexpired terms of members shall be filled by a majority vote of the Board of Directors, and each person so appointed shall serve the unexpired term of the member whom he succeeds.
3. The President and the Executive Director shall serve, ex-officio, as members of the Finance Committee.
4. The Chairman of the Finance Committee shall be the Treasurer of the Association.
5. It shall be the duty of the Finance Committee to keep the Association informed in matters pertaining to the Association's financial operation and to submit recommendations and proposals to the Board of Directors for action. The Committee, through the Treasurer, shall submit to the Association, prior to the Annual Meeting, a proposed budget for the next school year. The committee is responsible for obtaining a complete audit report of the corporation including, but not limited to, a statement of all receipts and disbursements for the past year, the condition of trust, endowment and permanent funds and all securities of whatsoever kind be longing to or appertaining to the corporation. This report shall bear the signature of a Certified Public Accountant and shall indicate the repository of all corporate funds, including trust, endowment, and permanent funds and securities.
6. The Finance Committee has power only to recommend to the Board of Directors that action be taken on matters in its purview. Final action is reserved to the Board of Directors.
ISAS Arts Festival Steering Committee
1. The ISAS Arts Festival Steering Committee shall be comprised of the four Heads of Schools and four Arts Directors or Festival Chairmen of the two immediate past hosts and the two future host schools. In addition, the President may appoint up to two additional members to the committee who are especially well suited to share experience and oversight for this event.
2. The Vice-President or other designee of the President shall Chair the Committee and, with the Executive Director, shall serve, ex officio, as a member of the ISAS Arts Festival Steering Committee. When the Chair is an appointee of the President, that person shall serve as a member of the Board of Directors.
3. It shall be the duty of the ISAS Arts Festival Steering Committee to oversee the organization of an annual inter-school arts event known as the ISAS Arts Festival, to develop and administer policies of the Festival, to consider the applications of prospective Host Schools, to provide general oversight of the promotion and development of arts activities and arts curricula in the Independent Schools Association of the Southwest schools, and to encourage high standards for the Performing and Fine Arts endeavors of individual students, teachers, and schools of ISAS.
4. The Committee shall recommend from time to time any changes to the ISAS Arts Festival that in its opinion are deemed worthy of consideration by the Association.
Other Committees

The Board of Directors may appoint or authorize the President to appoint from time to time such other committees consisting of heads of schools, elected Officers of the Association, faculty, and trustees of member schools, and or such other persons as the Board of Directors may determine. Each such committee and each member thereof shall serve at the pleasure of the Board of Directors, and in the case of a committee appointed by the President, at the pleasure of the President.

Executive Director

The Board of Directors shall appoint an Executive Director to conduct the day-to-day business of the Association.
The Executive Director shall be responsible to the Board of Directors and shall not vote in the deliberations of that body or of the Association.
The duties of the Executive Director shall be:
1. To conduct the business of evaluation of member and applicant schools, subject to policy of the Association and under the direction of the Standards Committee.
2. To maintain communications among member schools.
3. To serve as liaison between the Association and other educational agencies, local, state, and national, and between the Association and institutions of higher learning.
4. To keep member schools informed on important educational issues and events.
5. To represent the Association at education conferences and meetings as directed by the Board of Directors.
6. To plan and conduct the Biennial Conference of the Association, the various meetings of the Board of Directors, and the meetings of the Membership, the Standards Committee, the Finance Committee, the Committee on Program and Professional Development, and ad hoc committees.
7. To lend assistance to member schools in the form of advice and counsel upon request.
8. To maintain the records of the Association.
9. To receive and disburse funds and to keep the accounts of the Association under supervision of the Treasurer as directed by the Board of Directors.
10. The Executive Director shall prepare an annual budget for the Association and shall submit it to the Finance Committee for approval. The annual budget shall be ratified by the Board of Directors.
The Executive Director shall maintain an office with appropriate staffing.
The Executive Director and the staff shall be on the regular payroll of the Association.
Expenses of maintaining the Executive Director in addition to salary shall be paid by the Association according to a budget submitted annually to the Finance Committee and subject to final ratification by the Board of Directors.

Indemnification

9.01.

The Association will indemnify a director, officer, member, committee member, employee, or agent of the Association who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Association. For the purposes of this article, an agent includes one who is or was serving at the Association's request as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise.
The Association will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Association's best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Association will not indemnify a person who is found liable to the Association or is found liable to another on the basis of improperly receiving a personal benefit from the Association. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Association.
The Association will pay or reimburse expenses incurred by a director, officer, member committee member, employee, or agent of the Association in connection with the person's appearance as a witness or other participation in a proceeding involving or affecting the Association when the person is not a named defendant or respondent in the proceeding.
In addition to the situations otherwise described in this paragraph, the Association may indemnify a director, officer, member, committee member, employee or agent of the Association to the extent permitted by law. However, the Association will not indemnify any person in any situation in which indemnification is prohibited by paragraph 9.01(a), above.
The Association may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might eventually be entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in paragraph 9.03(c), below, have been satisfied. Furthermore, the Association will never advance expenses to a person before final disposition of a proceeding if the person is a named defendant or respondent in a proceeding brought by the Association, one or more members, or if the person is alleged to have improperly received a personal benefit or committed other wilful or intentional misconduct.

Extent and Nature of Indemnity

9.02.

The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Association, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Procedures Relating to Indemnification Payments

9.03.

Before the Association may pay any indemnification expenses (including attorney's fees), the Association must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in subparagraph (c), below. The Association may make these determinations and decisions by any one of the following procedures:
1. Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
2. If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
3. Determination by special legal counsel selected by the Board by the same vote as provided in subparagraphs (i) or (ii), above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
4. Majority vote of members, excluding directors or other members who are named defendants or respondents in the proceeding.
The Association will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(iii), above, governing selection of special legal counsel. A provision contained in the articles of Association, or a resolution of members or the Board that requires the indemnification permitted by paragraph 9.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
The Association will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible under subparagraph (a), above.
In addition to this determination, the Association may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance. The person's written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced by the Association if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.
Any indemnification or advance of expenses will be reported in writing to the Association's members. The report will be made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of consent to action without a meeting. In any case, the report will be sent within the 12-month period immediately following the date of the indemnification or advance.