SSTAGE, A Nonprofit Corporation
Article I – General
- Name. The name is the Student Support Team Association for Georgia Educators (“SSTAGE”), a nonprofit corporation incorporated in the State of Georgia.
- Location. The principal office is in the State of Georgia or elsewhere as determined by the Board of Directors.
- Mission. The Student Support Team Association for Georgia Educators promotes leadership for the improvement of Student Support teams through collaboration, learning, and advocacy to enhance student competence.
- Restrictions. All policies and activities of SSTAGE are consistent with:
- Applicable federal, state and local antitrust, trade regulation or other requirements; and
- Applicable tax exemption requirements, including the requirements that SSTAGE not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
- Fiscal Year. The fiscal year is July 1 – June 30.
Article II – Membership
- Membership Eligibility. Membership is composed of professional educators who support the SSTAGE mission.
- Membership Regions. The Association defines five regions in Georgia for purposes of communication and representation on the Board of Directors. The five regions coincide with the 2008 regional boundaries of the Georgia Department of Education’s School Improvement Division as shown on the attached map incorporated herein.
- Member Dues. Dues, admission fees, and refunds, if any, for all classes of membership shall be defined and regulated by the SSTAGE Board of Directors.
- Membership. Voting membership is limited to qualified individuals who pay applicable dues established by the Board of Directors and meet the criteria for one of the following classes of voting membership:
- Professional Member – actively employed professional Georgia educator.
- Institutional Member – a Georgia school may obtain an institutional membership and designate no more than one (1) employee of that institution as the named institutional member.
- Retired Member – reserved for individuals who have retired, but desire to continue to serve the purposes of SSTAGE.
- Student Member – full-time students pursuing a degree in education.
- Non-Voting Memberships. The Board of Directors may establish other membership classes that have no vote and that are ineligible to serve as Directors or officers. These include but are not limited to the following classes:
- Associate Member – reserved for individuals who do not qualify for the professional member category but are in harmony with the mission of SSTAGE. Associates are entitled to member benefits with exception of voting privileges and inability to hold office in SSTAGE.
- Industry Supporter – reserved for Friends of SSTAGE – corporate organizations that provide products and services to SSTAGE. Industry Supporters are entitled to member benefits with exception of voting privileges and inability to hold office in SSTAGE.
- Honorary Life Membership – Honorary Life Membership without voting rights may be conferred upon individuals under terms the Board of Directors determines.
- Resignation. A member may resign by submitting a written resignation; resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation unless forgiven by Board of Directors vote.
- Expulsion. A member may be expelled by the Board of Directors if the member is provided with advance written notice including the specific reason for the proposed expulsion, an opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board’s decision.
- Inactive. Membership status may automatically be changed to Inactive for failure to pay dues.
Article III – Membership Meetings and Voting
- Membership Meetings. Meetings of the membership are held at times and places determined by the Board of Directors.
- Notice. Notice of membership meetings is provided to voting members at least 10 days before the meetings by postal, other delivery or by electronic means.
- Voting. Voting at membership meetings may be in person with each voting member having a single vote. A majority of those voting in person where a quorum is present carries an action. Members may vote without a meeting in elections or on any matter presented by the Board of Directors where the votes are submitted in writing by postal, other delivery or by electronic means and a quorum participates. A quorum for membership voting is 2 ½ percent of the voting members.
Article IV – Board of Directors
- Board of Directors. The governing body is the Board of Directors which has full authority to manage the affairs of SSTAGE including but not limited to the establishment of policy and monitoring policy implementation under the direction of the Executive Director. The Board is elected by the membership with the exception of the appointed directors at large.
- Composition of the Board. The Board of Directors consists of the officers and directors:
- Officers (these constitute an executive committee):
- President of the Board
- Immediate Past President
- Board Members:
- Elected Directors – Each of the five regions as defined in Article II: Section 2 will elect one representative.
- Appointed Directors – The President may appoint up to three additional Directors-At-Large subject to confirmation by the Board.
- Nonvoting Directors – The Georgia Department of Education Liaison will be appointed by the President. The Executive Director of SSTAGE serves as an ex officio non-voting member of the Board of Directors.
- Officers (these constitute an executive committee):
- Terms. Elected Directors serve staggered three-year terms. Appointed Directors serve a one-year term. Non-voting Georgia Department of Education (DOE) Liaison serves unlimited terms at the pleasure of the SSTAGE President and under directive by the State Superintendent of Schools. Elected or appointed directors may serve no more than two consecutive full or partial terms. Terms coincide with the fiscal year (July 1 – June 30). (Officers terms are delineated under Article V, Section 8.)
- Nominations. Candidates for officers and elected Directors are presented by the Governance and Nominating Committee to the membership. Prior to the presentation of nominees, the Governance & Nominating Committee should contact and seek approval from the nominees’ supervisors concerning service and support for the nominees. The membership is given at least 30 days after presentation to provide additional nominations, which must be supported by a written petition signed by at least 2 ½ percent of voting members of SSTAGE. If there are nominees by petition, the Governance and Nominating Committee shall submit a ballot to the voting members at least 90 days before the end of the fiscal year identifying those nominated by the Committee and those nominated by petition. The Membership will vote and candidates will be elected by simple majority. If there are no nominees by petition, the nominees of the Governance and Nominating Committee are elected by acclamation.
- Vacancies. Vacancies among Directors are filled by the Board based on nominations by the Governance and Nominating Committee, and the nominee will fulfill the balance of the unexpired term.
- Meetings. Meetings of the Board of Directors are called by the President. A simple majority of voting Directors forms a quorum; a simple majority of votes is required to carry a matter where a quorum is present. Proxy voting is not permitted. Voting may occur by postal or other delivery or by electronic means. Meetings may be held electronically if each Director can hear the others.
- Removal. A member of the Board of Directors may be removed by a three-quarters vote of the full Board, with the exception of the Director proposed to be removed. That Director shall be provided with advance written notice including the reason for the proposed removal, an opportunity to contest the proposed removal in writing or in person at a meeting of Board, and final written notice of the Board’s decision.
- Compensation. Directors do not receive compensation for their Board-related services and duties but may be reimbursed for expenses in accordance with established Board reimbursement policies.
Article V – Officers
- President. The President is the chief elected officer and chairs the Board of Directors and the Executive Committee. The President serves as an ex-officio non-voting member of all committees, except the Governance & Nominating Committee, and makes appointments to committees, subject to approval by the Board. The president will serve as the tie-breaking vote in the event of a tied vote by the BOD.
- Immediate Past President. The Immediate Past President remains an officer and Director for one term following the term as President. The Past President is a voting member of the BOD.
- President-Elect. The President-Elect is nominated by the Governance & Nominating Committee and elected under the same procedures as for the Elected Directors including the opportunity for nomination by member petition. The President-Elect automatically succeeds to the office of President of the Board. The President-Elect serves as President of the Board when that officer is unable to serve and chairs the Governance and Nominating Committee. The President Elect is a voting member of the BOD.
- Secretary. The Secretary is nominated by the Governance & Nominating Committee and elected under the same procedures as for the Elected Directors including the opportunity for nomination by member petition. The Secretary has oversight responsibility for the records, meeting minutes and history of SSTAGE and other duties as assigned by the President.
- Treasurer. The Treasurer is nominated by the Governance & Nominating Committee and elected under the same procedures as for the Elected Directors including the opportunity for nomination by member petition. The Treasurer has oversight responsibility for the financial records and other duties as assigned by the President.
- Qualifications. The President, President-Elect, Immediate Past President, Secretary, and the Treasurer must be Professional members.
- Terms. The President, President Elect and Past President shall all serve one-year terms. The Secretary and Treasurer shall serve three-year terms. An officer may not serve a successive term in the same office unless the officer has served only a partial-year term in that office. Terms coincide with the fiscal year.
- Vacancies. Vacancies among the officers are filled by a majority vote of the Board of Directors from nominations by the Governance and Nominating Committee, and the nominee will fulfill the balance of the unexpired term.
- Compensation. Officers do not receive compensation for their services but may be reimbursed for expenses.
Article VI – Executive Director
- Executive Director. The Executive Director is the chief employed officer and manages SSTAGE at the direction of the Board of Directors, Executive Committee and Officers. The Executive Director has exclusive authority over the balance of the staff of SSTAGE. The Executive Director is engaged by the officers of SSTAGE subject to confirmation by the Board of Directors. The Executive Director is compensated at a rate set annually by the Executive Committee.
Article VII – Committees and Miscellaneous
- Executive Committee. An Executive Committee consists of the officers of SSTAGE, It may act in the place of the Board of Directors when authority is designated by the Board or in emergency matters where timely Executive Committee action is required and is subject to later ratification by the Board.
- Governance and Nominating Committee. The President shall appoint a Governance and Nominating Committee, consisting of a minimum of five professional members – one from each SSTAGE region. The President-elect will chair this Committee.
- Other Committees. The Board of Directors may establish other ad hoc committees as necessary and members shall be appointed by the President.
- Indemnification. Directors, officers, and employees are indemnified by SSTAGE to the full extent permitted by law.
- Meeting Governance. All business of SSTAGE shall be governed by Roberts Rules of Order Newly Revised.
- Notices and Waivers of Notice. Except as otherwise specifically provided in these by- laws, whenever under the provisions of these by-laws notice is required to be given to any director, officer, or member, it shall not be construed to mean personal notice, but such notice may be given either by personal notice or by email, facsimile, web posting, or by mail by depositing the same in the post office or letter box in a postage paid sealed wrapper, addressed to such officer or director at such address as appears on the books of the SSTAGE and such notice shall be deemed to be given at the time when the same shall be thus sent or mailed. When any notice whatever is required to be given by law, by the Articles of Incorporation of the SSTAGE or by these by-laws, a waiver thereof by the person or persons entitled to said notice given before or after the time stated therein, in writing, which shall include a waiver given by personal notice, email, facsimile, web posting, or by mail shall be deemed equivalent thereto.
- Execution of Written Instruments. Contracts, deeds, documents and instruments shall be executed by the President under seal of the SSTAGE affixed and attested by the Secretary upon approval by the Board of Directors unless the Board of Directors shall designate the Executive Director to their execution or unless the Board of Directors shall ratify any other procedure which may have been used in a particular situation.
- Amendments. Amendments to these Bylaws are recommended by the Board of Directors upon a two-thirds vote. Members will be provided advance notice of the proposed By-Laws prior to voting. Amendments will be passed upon a two-thirds majority of those members voting.
- Approval of Original By-laws. The original Bylaws will be adopted by the Board of Directors with a simple majority vote.