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BY-LAWS

Constitution of RIASBO


Article I-Name

SECTION 1.

The name of this organization shall be the Rhode Island Association of School Business Officials.

Article II-Objectives

SECTION 1.

This corporation is organized, and shall be exclusively administered and operated to receive, administer, and expend funds for the following charitable and educational purposes, and to support in other ways the following activities within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986:

  1. To provide the means whereby those engaged in the business administration of the educational institutions of the State of Rhode Island and can meet, discuss and study all phases of school business administration.
  2. To cooperate with any organization for the betterment of education. 
  3. To strive constantly for the highest standards of ethics, efficiency and economy in business methods and practices.
  4. To work for the improvement of qualifications of school business officials.
  5. To engage in other charitable activities as determined by the Board of Directors.

In order to accomplish the foregoing purposes, and for no other purpose or purposes, this corporation shall have the powers granted by nonprofit corporations by Chapter 7-6-34 of the General Laws, 1956, as amended, and may do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of this corporation; provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.

Article III

No part of the net earnings of the corporation shall inure to or for the benefit of, or be distributable to, its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objects set forth in Article II hereof.  No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including by publishing or distributing statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent federal tax laws), or by an organization contributions to which are to be deductible under section 170(c)(2) of such Code.

Notwithstanding any other provision set forth in these Articles of Incorporation, at any time during which it is deemed a private foundation, the corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the corporation shall not make any investments in such manner as to be subject to the tax imposed by Section 4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; and the corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws.

Article IV

Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation remaining after payment of the debts of the corporation or provision thereof shall be distributed exclusively for charitable or educational purposes to organizations which are then exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any subsequent federal tax laws), and to which contributions are then deductible under section 170(c)(2) of such Code.

Article V-Membership

SECTION 1.

Membership in the organization shall consist of:

  1. School employees directly connected with the business administration of education in the State of Rhode Island.
  2. Officials and employees of the Rhode Island State Department of Education who are particularly concerned with the business administration of the public schools of the State of Rhode Island.
  3. Members of the faculty of the various schools of education and of the colleges and universities of the State of Rhode Island who are particularly interested in the business administration of public schools.
  4. Sponsor memberships shall be available to any other persons concerned with the aims and objectives of the Association. Sponsor  members may attend meetings of the Association, but may not vote or hold office.
  5. Retirees who have been associated with the business administration or served as a Business Administrator in the public schools of Rhode Island.

SECTION 2.

Members shall be admitted to membership as follows:

  1. Meeting the qualifications stated in Article V, Section l.
  2. Payment of dues as prescribed.

Article VI-Officers

SECTION 1.

The officers of the Association shall be: a President, an Immediate Past President, a President Elect, a First Vice President, a Second Vice President, a Secretary, a Corresponding Secretary, a Treasurer,  an Assistant Treasurer, and four Members at Large, each of whom shall be elected for two-year terms.

SECTION 2.

The term of office shall be for a period of two years beginning July 1 following the election of officers at annual meeting and ending after a two-year term on June 30th.

SECTION 3.

The duties of the officers shall be:

  1. The President shall be the Executive Officer of the Association and shall preside over all meetings.  The President shall be an ex-officio member of all committees and shall be the liaison between the Association and the R.I. Department of Education (RIDE) as well as the International ASBO. The President and President Elect shall serve as co-chairs of the Annual Meeting Planning Committee.  The President shall serve as the Association’s representative at the International ASBO Leadership Conference and Annual Meeting including publicity, membership notification, registrations, promotion and other outreach efforts.  The President shall maintain and distribute to the membership a current list of legislative updates.
  2. The Immediate Past President shall be responsible for providing Professional Development Credits for meetings. The Immediate Past President shall serve as the Chair of the Nominating Committee for any executive board openings.
  3. The President Elect shall assume the duties and responsibilities of the President if absent and shall be responsible for coordinating the speaking program including date, time, location and catering arrangements. The President and President Elect shall serve as co-chairs of the Annual Meeting Planning Committee.
  4. The First Vice President shall assume all duties and responsibilities of the President Elect, if absent, and shall serve as a member of the Annual Meeting Planning Committee. The First Vice President and Second Vice President shall serve as Committee members on the Annual Meeting Planning Committee. 
  5. The Second Vice President shall assume all the duties and responsibilities of the First Vice President if absent and shall be responsible for the annual scholarship and awards program.  The First Vice President and Second Vice President shall serve as committee members of the Annual Meeting Planning Committee.
  6. The Secretary shall take, keep and report all minutes of the Executive Board meetings of the Association and provide same to all members of the Executive Board.  The Secretary shall notify all members of upcoming regular meetings and compile a list of attendees.  Attendance shall be recorded at all meetings for billing and professional development reporting purposes. 
  7. The Corresponding Secretary shall take, keep and report all minutes of the regular meeting of the Association and develop highlights for posting on the Association’s website.  The Corresponding Secretary shall send correspondence as requested by the board and follow up with presenters upon conclusion of meetings.
  8. The Treasurer shall collect all revenue due to the Association and deposit the same in the official depository of the Association. The Treasurer shall keep an accurate accounting of all revenue and expenditures of the Association and make monthly reports to the Executive Board and periodic reports to the full membership including an annual report at the annual meeting.   The Treasurer shall compile an updated membership directory and mailing list on an ongoing basis in conjunction with the Assistant Treasurer.  Effective September 30 of each year, a listing of all current paid members shall be forwarded to the Member at Large responsible for website maintenance.  After completion of the June 30 financial report, the Treasurer will forward the financial report to the Member at Large to post on the website.  The Treasurer shall review, approve, and sign-off on the monthly bank reconciliations completed by the Assistant Treasurer.   In the event the executive director is absent, the Treasurer shall be responsible for securing meeting space for the executive board meetings.  The Treasurer shall be responsible for oversight of the “Agreed Upon Procedures” (AUP)“.
  9. The Assistant Treasurer shall assume all the duties and responsibilities related to all expenditures of the Association.  The Assistant Treasurer shall complete the monthly bank reconciliations and submit a signed copy to the Treasurer. The Assistant Treasurer shall work in conjunction with the Treasurer to keep an updated membership directory and mailing list and shall send out all dues notifications.
  10. Members at Large shall assume duties as assigned by the board.  Such duties may include, but are not limited to the following:
    1. Creation of Press Releases and Photos
    2. Newsletter
    3. Website Maintenance
    4. Vendor and Member Outreach
    5. Securing Advertising
    6. Serve as Member of the Nominating Committee
    7. Collaborative bidding for the organization

The Board of Directors shall be responsible for budget development and implementation as well as Strategic Planning and membership development for the Association.  The Board shall also review and update these By-Laws on an annual basis.

Article VII- Executive Board & Executive Director

SECTION 1.

The Executive Board shall consist of the officers stated in Article VI and the Executive Director of the Association who shall serve as an ex-officio member of the Board.   Seven members of the Executive Board shall constitute a quorum. To respond to a time-sensitive situation where a Board vote must be taken, the President shall be authorized to conduct an email, telephone or conference call quorum vote from the board members in order to act upon a particular issue or matter.  The vote shall be reported out at the next meeting of the Executive Board.

SECTION 2.

The Executive Board shall determine the activities of the Association, approve all bills, and advise the President in matters of general management of the Association.

SECTION 3.

The Executive Board shall be vested with the power to call special meetings of the Association and to designate the date, time and place of any such meeting, together with the reason for calling such a special meeting.

SECTION 4.

The Executive Board shall meet on the call of the President, such notice to be in writing at least forty-eight (48) hours in advance of the date, of the meeting.

SECTION 5.

The Executive Board shall be vested with the power to act in the name of the Association between annual meetings on all matters pertaining to the welfare of the organization.

SECTION 6.

Retired members and associate (vendor) members may serve as members of committees as appointed by the Executive Board, but may not serve as voting members of the Executive Board.  Upon retirement, service as an officer on the Executive Board shall be terminated.

SECTION 7.

Mid-term vacancies on the Executive Board that occur between annual meetings shall be filled by a majority vote of the membership at large upon nomination by the Nominating Committee.  Terms shall be as remaining until the next election of officers.

SECTION 8.

The Executive Director shall assist the Executive Board in all matters pertaining to the Association and shall serve at the discretion of the Board.

Article VIII-Committees

SECTION 1.

There shall be appointed by the President those committees which are deemed necessary to conduct the affairs of the Association.

SECTION 2.

It shall be the duty of each committee appointed to perform the duties as prescribed by the President and to make a report to the membership at the annual meeting.

Article IX- Meetings

SECTION 1.

There shall be one annual meeting of the Association at such time and place as shall be determined by the Executive Board.

Article X- Nominations

SECTION 1.

All officers and members of the Executive Board shall be elected at a membership meeting of the Association.

SECTION 2.

The President shall appoint two members to the Nominating Committee, chaired by the Immediate Past President; said Committee shall submit a slate of at least one name for each vacancy to be filled. Nominations shall also be accepted from the floor.

Article XI- Revenue

SECTION 1.

Dues shall be payable in accordance with the collection policy.  Membership renewal notices shall be prepared and distributed to the membership no later than June 15th annually.  Dues shall be payable upon receipt of an invoice in July of each year for that fiscal year.

SECTION 2.

The annual dues shall be recommended by the Executive Board after studying the financial obligations of the Association, and shall be voted upon by the membership at large.

SECTION 3.

The Executive Board is authorized to charge a registration fee for the annual meeting when in their judgment such a fee is necessary to cover the cost of the annual convention.

SECTION 4.

The financial records of the Association shall be reviewed using the “Agreed Upon Procedures” (AUP) at least once a year.

Article XII-Rules of Order

SECTION 1.

Robert's "Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by the Constitution.

Article XIII- Amendments

SECTION 1.

An amendment or alteration in the Constitution of the Association may be adopted by a two-thirds vote of the members present at any membership meeting provided that each member receives written notice of the proposal change.

Constitution Amended April 13, 1987
Constitution Amended June 3,1993
Constitution Amended May 18, 2000
Constitution Amended May 11, 2007
Constitution Amended May 8, 2009
Constitution Amended December 11, 2009
Constitution Amended May 14, 2010
Constitution Amended May 13, 2011


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