Restated Articles of Incorporation

Article I — Name

The name of this corporation shall be the Association of Wisconsin School Administrators.

Article II — Incorporation

Section 1.

The existence of the corporation shall be perpetual, shall be non–stock, and no dividends, liquidated dividends or distribution of assets shall be declared of paid to any private individual, or officer, director or individual member of the corporation.

Section 2.

No part of the net earnings (if any) or net income of the corporation shall inure to the benefit of any private individual, or officer, director, or individual member of the corporation and all such earnings or income shall be used and applied for the purposes specified in Article III.

Article III — Purposes

The purpose of the corporation shall be educational, charitable, and fraternal, and in furtherance thereof, to:

1. Improve the quality of educational opportunities available to the youth and to strengthen the schools of Wisconsin.
2. Improve the quality of educational leadership in the schools of Wisconsin by promoting, stimulating, and assisting the professional growth of members.
3. Advancing education by sponsoring research and investigation.
4. Provide programs specifically designed to relate the Association's activities to students, their needs and problems at all levels, kindergarten through high school graduation.
5. Support and promote through a single organization the position of the membership on significant local, state, and national concerns of the educational community.
6. Assist the membership through efforts to improve working relationships among the separate elements of the education profession in Wisconsin.
7. Provide services that will support the improvement of the professional, economic, and legal status of the membership.
8. Recognize the uniqueness of the various segments of education, regardless of their particular grade organization or name, and to encourage cooperation and coordination among these segments in order to effect the improvement of the educational program of students at all levels.
9. Cooperate with all other associations or agencies with similar purposes.

Article IV — Membership

Pursuant to the following Sections, membership in the Association of Wisconsin School Administrators shall be limited to persons who have professional involvement or leadership responsibility in education including persons in training, supporting and consulting services.

Section 1.

Regular Membership shall be limited to:

1. Practicing elementary or secondary school administrators or supervisors upon payment of the prescribed annual dues. A practicing elementary or secondary school administrator or supervisor is defined to include: Those persons engaged in school building administration or in administering an educational program as a complete or partial responsibility in one or more of the grade levels encompassed in kindergarten through grade twelve.
2. Those who have supervision of personnel as a major responsibility.
3. Those who serve in an administrative position in a regional, state, or national educational agency or association, college, or university.
4. Those who teach persons preparing for a professional career in education.

Section 2.

Regular members of the corporation shall be entitled to all of its rights and privileges including the right to vote and to hold office.

Section 3.

The bylaws may establish other classes of membership and state their rights.

Section 4.

Members may be expelled from the corporation in the manner provided in the bylaws.

Section 5.

Those association members not currently employed in the field of education but who are receiving compensation from the State Teachers Retirement System.

Article V — Representative Council

Section 1.

Members entitled to vote shall act through representatives elected by them to the Representative Council. The voting membership shall cause itself to be divided into regions. The voting members of each region shall elect one representative for each 25 members or major fraction thereof from each region to serve in the Representative Council. Each representative shall be entitled to one vote on any issue which properly comes before any annual, regular, or special meeting of the Representative Council.

Section 2.

The composition, powers and duties, qualifications, and election procedures for members of the Representative Council shall be prescribed in the bylaws.

Article VI — Board of Directors

Section 1.

The affairs of the corporation shall be managed by a Board of Directors.

Section 2.

Powers and duties, terms of office, election procedures and operational details of the Board of Directors shall be prescribed in the bylaws. Members of the Board of Directors shall be members of the corporation.

Article VII — Officers

Section 1.

The officers of the corporation shall consist of a president, a president–elect, who shall also serve as vice president, a past president, a secretary, and a treasurer. All officers shall be members of the corporation.

Section 2.

Terms of office, qualifications, rotation, and election of officers shall be as prescribed in the bylaws.

Article VIII — Bylaws

Section 1.

The initial bylaws of the corporation shall be adopted by the Board of Directors. Thereafter, bylaws may be adopted, amended, or repealed by the Representative Council or the Board of Directors, but no bylaw adopted by the Representative Council shall be amended or repealed by the Board of Directors. Any bylaw adopted by the Board of Directors may be amended or repealed by the Representative Council as well as the Board of Directors.

Section 2.

Bylaws may be amended, adopted, or repealed at any duly–called meeting of the corporation and such action shall be effective upon receiving at least a majority of the votes entitled to be cast by members present or represented by proxy at such meeting.

Article IX — Amendments

Section 1.

Amendments may be made by the Representative Council at any special meeting duly called for that purpose or at any regular meeting, provided that a statement of the nature of the proposed amendment is included in the notice of the meeting.

Section 2.

An amendment shall be adopted upon receiving at least two–thirds of the votes entitled to be cast by representatives present or represented by proxy at such meeting.

Section 3.

A representative may vote in person or may vote by proxy executed in writing by the representative. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

Article X — Adoption of These Restated Articles of Incorporation

Section 1.

These Restated Articles of Incorporation shall be adopted and shall supersede and take the place of the theretofore existing Articles of Incorporation and amendments thereto of the Wisconsin Secondary School Administrators Association, Inc. upon receiving at least a majority of the votes entitled to be cast by members at a duly–called meeting of the association.

Article XI — Principal Office and Registered Agent

Section 1.

The principal office of the corporation shall be in Madison, Wisconsin.

Section 2.

The name of the registered agent is Thomas D. Beattie and his address is 4797 Hayes Road, Suite 103, Madison, WI 53704.

Article XII — Dissolution

Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court for the county in which the principal office of the corporation is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Bylaws

Section I — Membership

A. Regular Membership. Regular Membership is limited to:

1. Practicing elementary or secondary school administrators and supervisors upon payment of the prescribed annual dues. A practicing elementary or secondary school administrator or supervisor is defined to include: Those persons engaged in school building administration or in administering an educational program as a complete or partial responsibility in one or more of the grade levels encompassed in kindergarten through grade twelve.
2. Those who have supervision of personnel as a major responsibility.
3. Those who serve in an administrative position in a regional, state or national educational agency or association, college, or university.
4. Those who teach persons preparing for a professional career in education.
5. Those association members not currently employed in the field of education but who are receiving compensation from the State Teachers Retirement System.
6. Those association members whose contracts were not renewed from the previous year shall be eligible to continue membership under the terms of the Temporary Membership Category.

B. Special Membership. Special members do not have voting privileges nor are they eligible to serve as association elected officers or directors. The board of directors is authorized to establish categories of membership in addition to the following:

1. Honorary Life Membership: A certificate to be awarded to persons making outstanding contributions to education.
2. Complimentary Membership: Granted to the association executive staff upon appointment.
3. Disabled: Association members who have been certified as being totally and permanently disabled.

C. Associate Membership. Associate membership is available to individuals not eligible for regular or special membership. Associate members are not eligible to serve as association officers, directors, or committee members. Associate membership is limited to:

1. Association members reassigned to classroom or other duties, outside administration/supervision.
2. Individuals meeting certification requirements for membership but who have not yet been employed in a position qualifying them for regular membership.
3. Individuals who are graduate students verified as being enrolled in programs of educational administration leading to administrative certification in an accredited higher education institution.
4. Other individuals as approved by the board of directors.

Privileges are limited to receiving certain publications and such others as are determined by the board of directors.

D. School Service Membership. Available to those companies or corporations involved in the field of education.

E. Institutional Membership. Available to libraries, professional organizations, schools, or school districts, governmental agencies, or other institutions involved in concerns regarding Wisconsin education. In schools, institutional membership is available only when there is at least one regular membership in that school.

 Section II — Dues

A. The annual dues for each category of membership listed in Section I is determined by the board of directors prior to June 1 each year. The average increase in the salaries of elementary and secondary school principals in the previous year and/or the percentage increase in the consumer price index for the United States, as reported by the U.S. Department of Labor, Bureau of Labor Statistics, is used for reference when the dues for regular members are determined.

B. The board of directors may adopt a differentiated dues amount for regular members who are administrators of independent schools, persons serving in an administrative position in a regional, state, or national educational agency, or association; college or university personnel; and for members of affiliated organizations.

C. Members who fail to pay their dues within 30 days from the time same become due are notified by a person designated for such purpose by the board of directors, and, if payment is not made within the next succeeding 30 days will, without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership. The board of directors may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.

Section III — Regions

A. A region consists of all members employed within the geographic boundaries of each Wisconsin Cooperative Educational Service Agency. Each member is informed of the region to which he or she is assigned and is encouraged to identify with and attend regional meetings. Regional meetings must be held at least two times each year.

B. Regions must adopt bylaws which are consistent with association bylaws.

C. Each region has a governing board composed of elected region officers and other members as may be provided for in the region's bylaws.

Section IV — Commissions

A. The commissions of the association are the senior high school commission, the middle level education commission, the elementary school commission, the associate principals commission, the educational services administrators commission, and the retired members commission. Other commissions may be authorized by the association.

B. The officers of each commission consist of a chairperson and a secretary. The duties and powers of the officers are those usually pertaining to these offices and, in addition, are those assigned to them by the commission advisory committees. The chairperson serves a term of two years and the secretary serves a term of one year. The chairperson may succeed him/herself once.

C. One or more candidates for the office of chairperson is nominated by each commission advisory committee acting as a nominating committee. In addition to being nominated by the committee, members may be nominated by securing the signatures of at least ten regular members from the member's commission on a petition which has been secured from the association's principal office and presented to the commission chairperson by a date determined by the chairperson. The election takes place at the same time and in the same manner as the election of the president–elect.

D. The secretary is elected from the ranks of the commission advisory committee for a one year term and may succeed him/herself once.

E. Each commission has an advisory committee appointed to three–year, staggered terms. The chairperson appoints the commission advisory committee after consultation with the directors of the regions in accordance with the rotational schedule. If the director submits only one name, the chairperson is obligated to appoint that person. If the director submits more than one name, the chairperson makes the appointment after consultation with the advisory committee. In the event that a vacancy occurs on the committee, the chairperson appoints a member to complete the unexpired term after consultation with the director of the region that is represented, in accordance with the rotational schedule. In the event a director is unable to make an appointment from his/her region, the procedure outlined in the Committee Appointments section of the Regional Director and Commission Chairpersons Guides will be followed.

F. Commission advisory committees are responsible for establishing the purpose, goals, objectives, and programs of the commission, subject to the approval of the board of directors.

G. Each commission has its own budget allocation. The advisory committee meets as often as necessary but within its budget.

Section V — Committees

A. Definition and Purpose

1. There may be such standing and special committees as the board may authorize.
2. The purpose and suggested activities of any committee are determined by the board and the board reviews the achievements of all committees annually.

B. Membership on Committees

1. Any regular or special member of the association is eligible to serve on committees.
2. Committee members and the chairperson are appointed by the president with the approval of the board, unless otherwise provided for in these bylaws.
3. Members of standing committees serve three–year terms, unless otherwise approved by the board.
4. Members of special committees serve terms as designated at the time of appointment.

C. Responsibility to Regions. Committees have the responsibility to develop a close working relationship with their regional counterparts.

 Section VI — Officers

A. The officers of the association consist of a president, a president–elect, who also serves as vice president, a past president, a secretary, and a treasurer. At the close of the president's term of office, the president–elect assumes the office of president and the president assumes the office of past president. In the event of a vacancy in the office of president or president–elect for any reason, the board of directors acts to fill that office at its next regular or special meeting. Officers are elected and take office in accordance with Section X of these bylaws.

B. The president, the president–elect, and the past president serve terms of one year and are not eligible to succeed themselves upon completion of their terms of office.

C. A NASSP State Coordinator and a NAESP State Representative are appointed by the board of directors to three year terms and are eligible to succeed themselves for one additional term.

D. Regional directors are elected to three year terms and may succeed themselves for one additional term.

E. The duties and powers of the officers are those usually pertaining to these offices, and others assigned to them by the board of directors.

F. Candidates for the office of president–elect are nominated without regard to candidates' professional titles.

G. The administration and the management of the association are vested in an executive director employed on a four year continuing contract and who is directly responsible to the board of directors. The executive director also holds the offices of secretary and treasurer of the association and performs all financial and secretarial duties of the association, and performs such other duties as determined by the board of directors. The executive director prepares an annual budget, submits the financial records of the association for annual audit, and is bonded. The executive director coordinates all public statements made on behalf of the association. Subject to the approval of the board of directors, the executive director employs and may terminate the employment of members of the staff as necessary to carry on the work of the association.

Section VII — Representative Council

A. The representative council is composed of the following:

1. One representative for each 25 members, or major fraction thereof, from each region, elected at regional meetings. Representatives serve two–year terms and are eligible to succeed themselves for one additional term.
2. The chairpersons of all standing committees.
3. Members of the board. Ex–officio members of the board, without vote, also serve on the representative council without vote.

B. Election and Vacancies. Regional representatives are elected and vacancies filled according to the bylaws governing each region.

C. Meetings

1. The representative council meets once each year in conjunction with the annual convention. It is presided over by its chairman. Special meetings may be called by the president or by a majority of the regional directors. A written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, is delivered not less than ten days before the date set for such meeting, either personally or by mail to each representative entitled to vote at such meeting.
2. A quorum consists of a majority of the total membership of the council represented in person or by proxy. A majority of the quorum is authorized to take action, unless otherwise specified in these bylaws.
3. Representatives from other organizations may be invited by the board to participate in discussions and deliberations of the council in an ex–officio, non–voting capacity.
4. The representative council elects a chairman from its ranks at its regular meeting each year. The chairman serves from July 1 through June 30 of the ensuing year and may succeed himself or herself for additional terms.

D. Powers and Duties. The powers and duties of the representative council include the following:

1. The representative council has the powers and duties of members at meetings of the members, and meetings of the representative council are held in lieu of meetings of members.
2. Considers all recommendations and proposals brought before it, and prepare recommendations and advice for action by the board of directors.
3. Appoints a nominating committee for the office of president–elect.
4. Performs such other responsibilities as may be prescribed elsewhere in these bylaws and in the standing rules and policies.

 Section VIII — Board of Directors

A. Membership. The board of directors consists of the officers, the chairperson of each commission, and one director for each 150 members or major fraction thereof from each of the association's regions, however, each region has at least one director regardless of its membership. Ex–officio members of the board, with voice but without vote, are the executive director, the NASSP State Coordinator, the NAESP State Representative, a representative of the Wisconsin Department of Public Instruction, a representative of each sponsored organization, and the chairperson of the Committee for Human Equity Issues in Educational Administration.

B. Powers. The board is the administrative body of the association and supervises, controls, and directs the affairs of the association, and determines its policies and changes therein within the provisions of the articles of incorporation and bylaws. It has discretion in the disbursement of funds and it may appoint such agents and enter into such contracts as it may consider to be necessary.

C. Meetings

1. Frequency — The board of directors meets at least three times per year at such times and places as the president may designate and may also be called to meet upon the demand of a majority of its members. A written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, is delivered not less than ten days before the date set for such meeting, either personally or by mail to each representative entitled to vote at such meeting.
2. Communications Technology — Meetings of the board of directors or committees of the board of directors may be conducted by telephone or other communication technology in accordance with Wis. Stats. 181.24(3) or any successor thereto. If a meeting is to be conducted pursuant to this Section C, all directors are informed at the time the meeting is to begin that a meeting is taking place at which official business may be transacted and that a director participating in such meeting is deemed present in person at the meeting. At the beginning of such meeting, and at the time any vote is taken, directors first verify their identities and their ability to simultaneously hear each other. Meetings may be held pursuant to this section to vote on any matter which properly comes before the directors pursuant to the bylaws, including meetings called to sell, lease, exchange or otherwise dispose of substantial property or assets of the corporation, to dissolve or act to revoke voluntary dissolution proceedings, or otherwise.
3. Voting by Mail or Fax — Action taken by a mail ballot or by facsimile of members of the board of directors by unanimous consent are a valid action of the board and are reported at the next regular meeting of the board. A mail ballot must allow a minimum of ten (10) days response time.

D. Quorum. A majority of the voting members of the board represented in person or by proxy constitutes a quorum at any meeting of the board.

E. Absence. Any member of the board of directors unable to attend a meeting will, in a letter addressed to the president or executive director, or by a personal telephone call, state the reason for his or her absence. If a voting member is absent from two consecutive meetings without reason, or for reasons which the board declares to be insufficient, his or her resignation is deemed to have been tendered and accepted.

F. Compensation. No voting member of the board of directors may receive any compensation for services rendered to the association, but the board may, by resolution, authorize reimbursement of expenses incurred in the performance of the member's duties.

G. Resignation. Any member of the board of directors may resign at any time by giving written notice to the president, the executive director, or the board of directors. Such resignation takes effect at the time specified therein, or, if time is not specified, at the time of acceptance thereof as determined by the president.

H. Vacancies. Any vacancies that may occur on the board by reason of death, resignation, or otherwise are filled by appointment for the unexpired term by the president upon the approval of the board of directors. Such appointments are valid until the next annual election following.

 Section IX — Executive Committee

The executive committee consists of the president, the president–elect (who also acts as vice–president), the past–president, and six members of the board of directors elected by the board, two representing elementary administrators, one representing middle level administrators, one representing high school administrators, one representing associate principals, and one representing educational services administrators. Members of the executive committee must be fully employed administrators or officers. The executive director is an ex–officio member, without vote. The executive committee governs and manages the association between meetings of the board of directors and it is delegated all the rights, powers, and duties of the board of directors in the interim between meetings of the board. Members of the executive committee serve from July 1 through June 30 of the following year or until their successors have been duly elected. All actions of the executive committee are subject to ratification by the board of directors. Meetings may be called by the president or by any five voting members of the committee.

 Section X — Annual Elections

A. The officers and members of the board of directors are elected by mail ballot between April 15 and May 15 and assume office on July 1 each year.

B. A nominating committee is appointed by the representative council at its regular meeting, held in conjunction with the annual convention. It is the responsibility of the nominating committee to secure one or more candidates for the office of president–elect. The committee is composed of one–half of the commissions and one–half of the regions on an alternating year basis. The immediate past–president acts as chairperson but does not vote except to break ties. In addition to being nominated by the committee, members may be nominated by securing the signatures of at least ten regular members on a petition which has been secured from the association's principal office and presented to the immediate past–president prior to the winter meeting of the board of directors. The board of directors receives the report of the nominating committee at its winter meeting, receives and considers valid nominating petitions, and selects two candidates who will then stand for election by the general membership. The nominating committee considers the following factors when selecting nominees:

1. Service which the nominee has contributed to the association;
2. Qualities and accomplishments which predict successful statewide leadership;
3. Frequency of selection from each of the association's geographic regions; and
4. Frequency of representation from the various subgroups within the total association membership.

The list of nominees, together with a brief biographical sketch and a printed ballot, are mailed to each voting member on or before April 15 each year. Ballots must be returned to the association's principal office by May 15 in order to be counted. Two members of the nominating committee and the executive director canvass the vote. A majority of all votes cast is necessary for election. In case of a tie vote, the board of directors breaks the tie by a majority vote.

C. Regional governing boards act as nominating committees to nominate one or more persons to be candidates for the office of regional director. In addition to being nominated by committee, members may be nominated by securing the signatures of at least 10 regular members from the candidate's region on a petition which has been secured from the association's principal office and submitted to that office by March 1 each year. The board of directors ensure that regional directors have overlapping terms. Regional directors are elected by mail ballot at the same time and in the same manner as the election of the president–elect.

Section XI — Fiscal Year

The fiscal year of the association is from July 1 through June 30 of the following year.

Section XII — Sponsored Organizations

A. The association sponsors the Wisconsin Association of School Councils and provides such services as are mutually agreed to between the WASC's and the association's governing bodies.

B. Other school related organizations may be sponsored by the association as approved by the board of directors.

Section XIII — Affiliated Organizations

A. The board of directors may establish criteria and procedures by which other school administration related organizations or special interest groups of school administrators or supervisors on the state, local, or regional levels may acquire affiliated status with the association.

B. Affiliated status with the association entitles an organization to benefits as determined by the board of directors.

Section XIV — Affiliations

The association is affiliated with the National Association of Secondary School Principals, the National Association of Elementary School Principals, the National Association of Federal Education Program Administrators and others as determined by the board of directors.

Section XV — Amendments

A. The initial bylaws of the association were adopted by the board of directors. Thereafter, bylaws may be adopted, amended, or repealed by the representative council or the board of directors, but no bylaw adopted by the representative council may be amended or repealed by the board of directors. Any bylaw adopted by the board of directors may be amended or repealed by the representative council as well as the board of directors.

B. Bylaws may be amended, adopted, or repealed at any duly–called meeting of the association and such action is effective upon receiving at least a majority of the votes entitled to be cast by members present or represented by proxy at such meetings.

Adopted: June 1, 1978