ByLaws

ARTICLE I

Name and Office

Section 1.  The name of the organization shall be the North Carolina Association for Middle Level Education, hereinafter the "Association."

Section 2. Principal Office. The principal office of the Association shall be in North Carolina at the address as designated by the Board of Directors.

Section 3. The purpose for which the Association is organized is exclusively educational within the meaning of Section 501(c)(3) of the Internal Revenue code of 1986 or the corresponding provision of any future United States Internal Revenue law.

Notwithstanding any other provision of these articles, this Association shall not carry on any activities not permitted to be carried on by an Association exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue code of 1986 for the corresponding provision of any future United States Internal Revenue law.

Upon dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or shall be distributed to the federal, state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court, of the county in which the principal office of the Association is then located, exclusively for such purposes.

ARTICLE II

Purposes and Goals

Section 1. Purposes. The purposes of the Association are:

A. To promote understanding of the educational and developmental needs of youth between ages 10 and 15 years during their middle level school years.
 

B. To serve as an umbrella organization for educators, parents, and other lay citizens interested in the educational and developmental needs of youth between ages 10 and 15 years during their middle level school years.
 

C. To promote the recognition that middle level education is a distinct entity between elementary and high school in the educational structure.
 

D. To promote the use of “middle level education” as the generic description for all school programs designed to accommodate the educational and developmental needs of youth between ages 10 and 15 years.

E. To promote forums which disseminate information about middle level education to educators, parents, and other lay citizens about the educational and developmental needs of youth between ages 10 and 15 years during their middle level school years. 

F. To improve the educational experiences of youth during their middle level school years by assisting schools, the home, and other community agencies to identify and better meet the educational and developmental needs of these youngsters.
 

G. To cooperate with other organizations having common interest in furthering the ideals, philosophy, and needs of middle level education.

Section 2. Goals. The goals of the Association are reflected in the National Middle School Association’s publication, This We Believe. These goals are to provide assistance in the development of middle level school programs and personnel, which will:

A. Provide the opportunity for every middle level student to be well known as a person and provide guidance by at least one adult in the school.
 

B. Assure every middle level student is helped to achieve optimum mastery of the skills of continued learning with a commitment to their use and improvement.
 

C. Provide every middle level student with ample experiences designed to develop decision-making and problem-solving skills.
 

D. Provide every middle level student with opportunities to acquire a functional body of fundamental knowledge.
 

E. Allow every middle level student to have opportunities to explore and develop interests in aesthetics, career, and other aspects of life.

ARTICLE III

Membership; Voting; Dues

Section 1. Members. Membership shall be open to educators and all other persons interested in middle level school-aged youth who are committed to the goals and purposes of the Association. Upon initial granting of membership, a member shall thereafter continue membership as long as the member complies with these Bylaws and all rules and regulations of the Association, including timely payment of all dues.
 

Section 2. Membership Categories. Membership categories may be established by the Board of Directors.
 

Section 3. Voting Rights. Each member, regardless of membership category, shall be entitled to one vote on each matter submitted to a vote of the members.
 

Section 4.  Dues. The Board of Directors may determine from time to time the amount of any and all dues payable to the Association by its members.

ARTICLE IV

Board of Directors

Section 1. General Power. The governing body of the Association shall be the Board of Directors.
 

Section 2.  Composition and Qualifications of the Board of Directors.
 

A. Board Members The Board of Directors shall consist of up to 18 directors elected from the membership of the Association in accordance with the bylaws of the organization.

B. Ex-Officio Members. Individuals performing critical task for the Association may be designated as Ex-Officio members of the Board by majority vote of the Board of Directors. These members shall not have voting rights.

C. Qualifications. Qualifications for membership on the Board include:

1. Holding individual membership with the Association or being affiliated with an
 institutional member of the Association.

2. Agreeing with the purposes and goals of the Association 

3. Demonstrating the willingness to actively participate in the leadership and direction of the Association.
 

Section 3. Term of Office. Board members will serve a term of three years. The term will begin at the spring conference and are staggered with 6 positions elected each year.
 

Section 4. Duties. The duties of the board of Directors shall be as follows:
 

(a) conduct the business of the Association; (b) assist in the establishment of policy for the Association; (c) approve the annual budget of the Association; (d) employ or contract an Executive Director who shall be responsible for the general management of the Association; and (e) Perform such other duties as may be necessary for the efficient functioning of the Association. Specific duties of each Director will be described in separate job descriptions, which are consistent with powers and duties outlined in these bylaws.

Section 5. Meetings. Meeting of the Board may be called by the President or at the written request of one-third of the board members.
 

Section 6. Quorum at Meetings. At any official meeting of the Board of Directors, the presence of at least a majority of the voting members shall constitute a quorum to transact business.

Section 7. Voting of the Board of Directors. Unless otherwise specifically provided, a majority vote of those present shall govern.

Section 8. Vacancies. Vacancies on the Board shall be filled for the remainder of the term by a majority vote of the remaining Directors.

Section 9. Compensation. No part of the earning of the Association shall inure to the benefit of its members, directors, officers, or other persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the exempt purposes of the Association.

Section 10. Executive Council.

A. Composition. A division of the Board designated as the Executive Council shall consist of the President, President-Elect, Immediate Past President, Secretary and Treasurer. The Executive Director shall be an Ex-Officio member without voting rights.
 

B. Responsibility. The Executive Council, subject to the authority of the board, shall (a) carry out the business of the Association between meeting of the Board which required interim action, (b) annually evaluate the performance of the Executive Director, and (c) perform any other duties delegated to it by the Board.
 

C. Chairperson. The President shall serve as Chairperson of the Executive Council.
 

Meetings. 

1. The Executive Council shall convene as necessary between meetings of the Board. Meetings, upon reasonable notice, may be called by the President or upon written request of any three members of the Executive Council. At any meeting, three members shall constitute a quorum for the transaction of business. Action taken by the Executive Council shall require a majority vote of those participating, provided such majority shall not be less than three votes.

2. The President may initiate communication via electronic means with the Executive Council between meetings. The members of the Executive Council may participate in any meeting via electronic communication, and such participation shall constitute presence in person at such meeting. The President may then request action by the Executive Council by electronic ballot. Action taken by ballot by four members indicating agreement shall constitute a valid action.

D. Reports. The Executive Council shall make a report to the Board at each meeting of the Board with respect to action taken by it in the interim period.

ARTICLE V

Officers

Section 1. Officers. The officers of the Association shall be President, President-Elect, Immediate Past President, Secretary, and Treasurer.

Section 2. Term of Office. All officers of the Association shall serve one-year terms. No officer may, except for the Secretary and Treasurer, serve more than two consecutive terms in the same office.

Section 3. Election. The President-Elect shall be elected by the Board of Directors. The election shall be by ballot pursuant to procedures provided for in Article VI. The President-Elect shall succeed to the office of President at the expiration of the current President’s term. At the end of his or her term, the President shall succeed to the office of Immediate Past President. The Secretary and Treasurer shall be elected annually by the Board of Directors.

Section 4. Duties of the Officers. Duties of each officer will be described in separate job descriptions, which are consistent with powers and duties outlined in these bylaws.

Section 5.  Vacancies.

A. In the event of a vacancy in the office of President, the President-Elect may succeed immediately to the office to serve for the un-expired term and continue in that office for the next full term. In the event of the declination of this succession, the Board of Directors shall fill the vacancy within (60) days, by means of a special election, to include all Board members as of the date that the election is declared. The Immediate Past President shall oversee the special elections.
 

B. In the event of a vacancy in the office of President-Elect, the Board of Directors shall fill the vacancy within (60) days, by means of a special election, to include all Board members as of the date that the election is declared. The Immediate Past President shall oversee the special elections.
 

C. Should vacancies occur simultaneously in the offices of both President and President-Elect, the Board of Directors shall fill the vacancy within (60) days, by means of a special election, to include all Board members as of the date that the election is declared. The Immediate Past President shall oversee the special elections.

ARTICLE VI

Nominations and Elections

Section 1. Directors are nominated and elected by the members. As set forth in Article V, the officers are elected by the Board of Directors. Nominations for officers are made by the Elections Committee. The Election Committee shall follow policies and Procedures established by the Board of Directors.

Section 2. The Elections committee shall be appointed and chaired by the Immediate Past President. The committee shall be comprised of the Immediate Past President, and two Directors. In the event of a vacancy in the office of the Immediate Past President, the Elections Committee shall be chaired by a person appointed by the President. The Elections Committee shall oversee election procedures for officers and directors. The Board shall approve the procedures.

Section 3. The Immediate Past President shall report the results of the elections to the Board of Directors.

ARTICLE VII

Recall of Officers and Directors

Section 1. Recall by Members. 

A. Directors may be recalled by the members for the following reasons: failure to maintain the qualifications of their office: misfeasance, malfeasance and 

Nonfeasance.
 

B. The recall procedure shall be as follows: Recall shall be initiated by a petition signed by a least five (5) percent of the current membership that would be eligible to vote for such Director. The petition shall be submitted to the President. The President shall verify the signatures and, if sufficient, certify such to the Board of Directors and schedule a hearing before the Board. If the President is the accused party, the responsibility of verification shall rest with the Past President. After a due process hearing, an affirmative vote of two-thirds of the members of the Board, excluding the Board member accused, is necessary to recall and thus vacate the position. Any vacancy shall be filled pursuant to the provisions set forth in the Article of Incorporation and Bylaws.

Section 2. Recall by the Board of Directors.

A. Officers and Directors may be recalled by the Board for any of the following reasons: Failure to maintain the qualifications of the office, misfeasance, malfeasance, nonfeasance, or two (2) or more absences from Board meetings during their term of office without the President’s prior approval.

B. The recall procedure shall be as follows: Recall shall be initiated by a petition containing the signatures of at least five (5) members of the Board. The petition shall be submitted to the President. The President shall verify the signatures and, if sufficient, certify such petition to the Board. If the President is the accused party, the responsibility of the verification shall rest with the Past President. After a due process hearing, an affirmative vote of two-thirds of the members of the Board, excluding the Board member accused, is necessary to recall and thus vacate the position. Any vacancy shall be filled pursuant to the provisions set forth in the Articles of Incorporation and Bylaws.\

ARTICLE VIII

Executive Staff

Section 1. There shall be an Executive Director whose appointment shall be recommended by the Executive council and approved by the Board of Directors.

Section 2. Duties.

A. The Executive Director shall manage, supervise and direct the operation of the Association with the authority delegated by the Executive Council and the Board of Directors. The Executive Director shall be an Ex-officio member of the Board of Directors without voting rights.
 

B. Other executive staff and consulting personnel shall undertake such duties, responsibilities, and authority as may be delegated by the Executive Council and the Board of Directors, and shall be responsible to the Executive Director. The Executive Director is authorized to hire, supervise, and discharge such personnel.

ARTICLE IX

Committees

Section 1. The Board of Directors may establish committees. Each committee shall serve at the pleasure of the Board of Directors, and shall be subject to the control of the Board. Except as otherwise provided in these Bylaws or the Board’s policies and procedures, members of each committee shall be members of the Association, and the President shall appoint the members thereof. Any member there of may be removed by the person or persons authorized to appoint such members whenever, in their judgment, the best interests of the Association shall be served by such removal.

ARTICLE X

Indemnification

Section 1. To the fullest extent permitted by applicable law, the Association shall indemnify each person who, by reason of being or having been a Director, officer or employee of the Association, is named or otherwise becomes or is threatened to be made a party to any action, suit, investigation or other proceeding, whether civil, criminal, administrative, or otherwise in nature against any and all cost and expenses, including attorney fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements, actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding, or any claim or other matter herein, including any settlements thereof or any appeals therein, with respect to which such person is named or otherwise becomes or is threatened to be made a party by reason of being or at any time having been a Director, officer or employee of the Association, or by reason of being or at any time having been, at the direction or request of the Association, a Director or officer of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan.

Section 2. By action of the Board of Directors, the Association may indemnify any other persons subject to the same terms, conditions, and limitations set forth in Section 1 of this Article.

ARTICLE XI

Amendments

Section 1. Origination of Amendments. Proposals for amendments to the Article of Incorporation and Bylaws shall be submitted in writing to the President-Elect and may be initiated by (a) the Board of Directors, (b) the Executive Council, or (c) by a written petition of twenty-five (25) or more members of the Association.

Section 2. Procedure for Consideration. All proposals for amendments shall be submitted to the President-Elect for his/her consideration. The Board of Directors shall consider for further action proposals recommended by the President-Elect. If the President-Elect recommends modification of a proposal, the sponsoring group shall be so notified outlining the proposed alterations. Should the sponsoring group find the proposals and alterations unacceptable, the original proposal with the President-Elect’s recommendations shall be submitted to the Board of Directors for further action.

Section 3. Vote on Amendments. The Article of Incorporation and Bylaws of the Association may be amended by a ballot election of the voting members. The returned ballots postmarked within thirty (30) days after mailing shall constitute a quorum. A two-third vote of the ballots returned is required for passage.

ARTICLE XII

Miscellaneous

Section 1. Previous Bylaws Superseded. All provisions of the previous Bylaws of the Association are hereby replaced by the provisions hereof.

Section2. Effective Date. The Bylaws, as well as any amendments thereto, shall be effective immediately upon certification by the Board of Directors.

Approved April 27, 2001

Amended July 1, 2004

Amended February 8, 201