Constitution of RIASBO
The name of this organization shall be the Rhode Island Association of School Business Officials.
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:
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.
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.
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.
Membership in the organization shall consist of:
Members shall be admitted to membership as follows:
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.
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.
The duties of the officers shall be:
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.
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.
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.
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.
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.
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.
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.
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.
The Executive Director shall assist the Executive Board in all matters pertaining to the Association and shall serve at the discretion of the Board.
There shall be appointed by the President those committees which are deemed necessary to conduct the affairs of the Association.
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.
There shall be one annual meeting of the Association at such time and place as shall be determined by the Executive Board.
All officers and members of the Executive Board shall be elected at a membership meeting of the Association.
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.
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.
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.
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.
The financial records of the Association shall be reviewed using the “Agreed Upon Procedures” (AUP) at least once a year.
Robert's "Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by the Constitution.
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