ARTICLE I - NAME

Section 1. The name of this Association will be the:

NEW YORK STATE ASSOCIATION OF SCHOOL ATTORNEYS, INC.

Section 2. The object of the Association shall be: to engage in advocacy, education, and counsel for and on behalf of its members, and the New York State school districts and BOCES they represent, as well as the children being educated in those institutions, and to furnish for its members information that will enable them to more efficiently discharge their duties as attorneys for those institutions, 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 attorneys for any of the several school districts or BOCES of the State, or are attorneys at law employed by one of the several school districts or BOCES of New York State and/or as an attorney for that school district or BOCES, or are attorneys at law employed by the New York State School Boards Association or who served in one or more of those capacities and are retired from the practice of law.

Section 2. Each member shall have one vote at the meeting of the members.

Section 3. Any law firm that consists of one or more attorneys at law duly licensed to practice in the State of New York, who are attorneys for or employed by, any of the several school districts or BOCES of the State, may be granted a law firm membership in the Association and shall pay the annual dues for firm membership as are applicable. A law firm receiving this category of membership shall be entitled to all the privileges and benefits of membership.

Section 4. Any attorney who is a member of, or is employed by, a law firm that itself is a member of the Association pursuant to Section 3 above, may join the Association upon payment of reduced membership dues in the amount determined by the Board of Directors. Each attorney who joins the Association shall be entitled to all of the privileges and benefits of reduced membership in the Association.

Section 5. 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, which shall be elected as provided in these By-Laws.

Section 2. The officers of the Association shall consist of a President, two Vice-Presidents, the Secretary, the Treasurer, who shall be a former President, and an Assistant Treasurer, who shall be a former President and who will become Treasurer upon the Treasurer’s leaving office.

Section 3. Insofar as possible, the officers and directors of the Association should represent as many of the geographic regions of the State as practicable as set forth in Section 4 below. The geographical region of a member shall be the county in which the firm’s primary office is located or in the case of in-house counsel, the county in which the school district or BOCES is located.

Section 4. Geographical regions for officers and directors representation shall be comprised of five (5) regions as follows:

Region 1. Allegany, Cattaraugus, Chautauqua, Erie, Genesee, Livingston, Monroe, Niagara, Ontario, Orleans, Wayne, and Wyoming;
Region 2. Columbia, Dutchess, Greene, Orange, Putnam, Rockland, Sullivan, Ulster and Westchester;
Region 3. Bronx, Kings, Nassau, New York, Queens, Richmond and Suffolk;
Region 4. Broome, Cayuga, Chemung, Chenango, Cortland, Delaware, Herkimer, Jefferson, Lewis, Madison, Oneida, Onondaga, Oswego, Otsego, St. Lawrence, Schuyler, Seneca, Steuben, Tioga, Tompkins, and Yates
Region 5. Albany, Clinton, Essex, Hamilton, Franklin, Fulton, Montgomery, Saratoga, Schoharie, Schenectady, Rensselaer, Warren, and Washington.

ARTICLE IV - MEMBERSHIP MEETINGS

Section 1. The annual meeting of the members of the Association shall be held at a time and at a place to be determined by the Board of Directors. Notice of the time and place of the annual meeting shall be sent by mail, facsimile and/or electronic mail to each member no fewer than 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 members.

Section 3. At all meetings of the Association, a quorum shall consist of 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/her not later than 60 days thereafter.

Section 5. At all meetings of the Association, the order of business shall be as follows:
a. Reading of the minutes of prior meeting
b. Report of officers
c. Report of Committees
d. Election of officers, directors
e. Unfinished business
f. New business
g. 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 members of the Board of Directors. 10 days’ notice of meetings shall be sent by mail, facsimile and/or electronic mail to all Directors.

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

Section 8. Meetings of the Board of Directors may be held electronically via conference call, internet or similar mode of communication. Individual Officers and Directors may participate in a meeting of the Board of Directors via conference call, internet or similar mode of communication.

ARTICLE V - ELECTION OF OFFICERS AND DIRECTORS

Section 1. The Officers and 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 four elected Directors, and the four immediate Past Presidents of the Association.

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

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

Section 5. There shall be an Executive Committee consisting of the President, two Vice Presidents and the Secretary.

a. The Executive Committee shall have those powers set forth in the N.Y. Not-for-Profit Corporation Law and the following: (a) to exercise the powers of the Board of Directors between meetings of the Board with regard to those matters requiring Board action and which, in the judgment of the Executive Committee, require action prior to the next regularly scheduled Board of Directors meeting; (b) upon reasonable prior notice to the Board of Directors, to approve the Association’s participation as amicus in cases of statewide interest to NYSASA’s membership; (c) to approve the commencement of litigation on matters of Statewide importance in court or before administrative agencies, as well as to collect monies or fees owed to the Association; and (d) upon reasonable prior notice to the Board of Directors, to review matters brought to it by the Board of Directors and to act upon them as appropriate, except that the committee shall not have the authority to alter or amend any policy established by the Board of Directors.

b. A majority of the total membership of the Executive Committee shall constitute a quorum. Any action taken shall require a majority of the full membership of the Executive Committee. The Executive Committee shall meet upon the call of the President or upon the written request of three members of the Executive Committee addressed to the President. This written request shall state the purpose(s) of the meeting and, upon its receipt, the President shall issue the call for the meeting. The notices of all meetings shall be sent so as to reach the members of the Executive Committee at least five calendar days prior to the proposed meeting except that the members may, unanimously, agree in writing to waive this minimum notice requirement. Meetings may be held electronically via conference call, internet or similar mode of communication and individual members of the Executive Committee may participate in a meeting of the Executive Committee via conference call, internet or similar mode of communication.

c. The Executive Committee shall make a report to the Board of Directors at each meeting of the Board of Directors with respect to the general state of the Association and actions taken by it in the interim period between Board meetings.

ARTICLE VI - VACANCIES ON THE BOARD OF DIRECTORS

Section 1. If a vacancy occurs among the officers or in the Board of Directors, it 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, the Treasurer and the Assistant Treasurer shall be as are usually the duties of those officers. In the absence of the President, the senior Vice-President shall preside.

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

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 the disbursements at the annual meeting.

ARTICLE IX - DUES

Section 1. The dues of the members for each calendar year including, but not limited to, categories of membership and the annual dues for same, 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 three months shall automatically cease to be a member. The Treasurer shall bill any that attorney or firm for the Association's out of pocket costs incurred on behalf of the 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. Any such amendment shall, unless otherwise indicated, become effective immediately.

Last Revised: May 31, 2014