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Bylaws (Revised June 2003)

ARTICLE I - NAME
Section 1. The name of this Association will be:

NEW YORK STATE ASSOCIATION OF SCHOOL ATTORNEYS, INC.

Section 2. The object of the Association shall be: To furnish for its members and the school districts they represent information that will enable them to more efficiently discharge their duties as attorneys for the several school districts of the State and for the mutual benefit of school counsel in the practice of their profession.

ARTICLE II - MEMBERSHIP
Section 1. The membership of the Association shall consist of attorneys at law duly licensed to practice in the State of New York, who are now or have been at some time attorney for any of the several school districts of the State.

Section 2. Other persons who are attorneys at law and members of a school board or who are attorneys at law and are employed by one of the several school districts of this State in a management capacity or are attorneys at law employed by the New York State School Boards Association or the State Education Department may become members of the Association upon the favorable action of the Board of Directors.

Section 3. Each member shall have one vote at the meeting of the members.

Section 4. Any law firm that is or has been attorney or counsel to a Board of Education in the State of New York may be a member of the Association. The said firm shall be entitled to all the privileges and benefits of membership and shall be entitled to one vote which shall be exercised by a member of the said firm or an associate of the said firm who shall have been designated in writing to act on behalf of the said member firm.

Section 5. Any attorney who is a member of, or is employed by, a law firm which itself is a member of the Association pursuant to Section 4 above, may join the Association upon payment of an Associate membership dues in the amount to be determined by the Board of Directors. Each such attorney who joins the Association shall be entitled to all the privileges and benefits of membership in the Association, provided, however, that the Law Firm and any Associate member shall be entitled to one vote per firm as set forth in Section 4 above.

Section 6. A full-time professor of law or a full-time professor of educational administration, education law or related area, employed by an accredited law school, university or college in New York State, who is admitted to the bar in New York State, may join the Association upon the favorable action of the Board of Directors.

ARTICLE III - BOARD OF DIRECTORS
Section 1. The general management of the affairs of the Association shall be vested in a Board of Directors who shall be elected as provided in the By-Laws.

Section 2. The officers of the Association shall consist of a President, two Vice-Presidents, the Secretary and the Treasurer.

Section 3. Insofar as possible the officers and directors of the Association should represent as many of the judicial districts of the State as practicable.

ARTICLE IV - MEMBERSHIP MEETINGS
Section 1. The annual meeting of the members of the Association shall be held at such time and at a place to be determined by the Board of Directors and notice of the time and place of the annual meeting shall be mailed to each member no less than ten (10) days prior thereto.

Section 2. Special meetings may be called by the President at any time on his/her own initiative or by the President or Secretary upon the request of five (5) members.

Section 3. At all meetings of the Association a quorum shall consist of ten (10) members.

Section 4. If a quorum be not present, the presiding officer may adjourn the meeting to a day and hour fixed by him not later than sixty (60) days thereafter.

Section 5. At all meetings of the Association the order of business shall be as follows:
1. Reading of the minutes of prior meeting.
2. Report of officers.
3. Report of Committees
4. Election of officers, directors.
5. Unfinished business.
6. New business.
7. Adjournment.

Section 6. Meetings of the Board of Directors shall be called by the President whenever in his/her judgment it may be deemed necessary, or by the Secretary upon request of any two (2) members of the Board of Directors. Ten (10) days notice of meetings shall be sent by mail to all Directors.

Section 7. A majority of the Officers and elected Directors shall constitute a quorum.

ARTICLE V - ELECTION OF OFFICERS AND DIRECTORS
Section 1. The Officers and three four Directors of the Association shall be elected at the annual meeting and the candidates receiving a majority of the votes cast shall be declared elected.

Section 2. The Board of Directors shall consist of the officers, the three four elected Directors, and the three four immediate Past Presidents of the Association.

Section 3. The Board of Directors may elect one or more Honorary Directors who shall thereafter serve at the pleasure of the Board.

Section 4. The President shall also be Chairman of the Board.

ARTICLE VI - VACANCIES ON BOARD OF DIRECTORS
Section 1. If a vacancy occurs among the officers or in the Board of Directors, such vacancy shall be filled for the unexpired term by the Board of Directors.

ARTICLE VII - DUTIES OF OFFICERS
Section 1. The duties of the President, the two Vice-Presidents, the Secretary and the Treasurer shall be such as are usually the duties of such officers and in the absence of the President, the senior Vice-President shall preside.

Section 2. The President shall have the power to appoint such committees as he/she may deem necessary including a nominating committee.

ARTICLE VIII - EXPENSES
Section 1. The officers and directors of the Association shall receive no compensation. All disbursements expended on behalf of the Association shall be paid by the treasurer who shall be required to account for such disbursements at the annual meeting.

ARTICLE IX - DUES
Section 1. The annual dues of the members for each calendar year shall be fixed by the Board of Directors.

Section 2. The annual dues shall be payable by all members on or before the 1st day of January, in each year.

Section 3. Any member whose dues remain unpaid for six (6) months shall automatically cease to be a member. The Treasurer shall bill any such attorney or firm for the Association's out of pocket costs incurred on behalf of said person or firm, including but not limited to any subscription fees and dues for the National Council of School Attorneys.

ARTICLE X - BY-LAW AMENDMENTS
Section 1. These By-Laws may be amended only by a majority vote of the members present at a regular or special meeting of the Association provided notice of the purpose of the proposed amendment has been stated in the call of the meeting.

Restated as amended June, 2003.