NCSM By-Laws

Revised November 14, 2010

The NCSM By-Laws underwent the same extensive review as did the NCSM Constitution in fall 2007. The amendments to the By-Laws were submitted to the NCSM Board in writing. The entire Board discussed the amendments. Voting members of the Board approved the amendments during the same meeting on April 5, 2008 in Salt Lake City. On July 13, 2009, the NCSM Board further amended Article IV. Nominations and Elections to more clearly specify term limits for elective office (Article 5) and qualifications for NCSM President-Elect (Article 8). The new NCSM By-Laws took effect immediately unless otherwise stipulated.

What is the purpose of the by-laws? The by-laws describe the day-to-day operational and administrative procedures of an organization. Like the constitution, the by-laws are written simply and clearly so that all who read it-organizational leaders, members, and the general public-easily understand the organizational operations. The by-laws remain fluid during the life of the organization, changing as the organization grows and develops, keeping pace with organizational needs, available technology, etc. Amendments to the by-laws only require the requisite votes for approval from the Board, because of operational nature of the by-laws. Like the constitution, the by-laws guide the organization.

Article I: Board of Directors
Sect. 1:The Board of Directors, hereafter referred to as the Board, shall be the policy-making and executive body of NCSM.
Sect. 2:The Board shall consist of the elected and appointed officers, the appointed positions, and the Regional Directors. The elected officers and the Regional Directors shall be the voting members of the Board.
Sect. 3:The President shall appoint and the Board shall ratify the appointment of members to fill all elected or appointed vacancies, except the Presidency, occurring between successive annual meetings.
Sect. 4:The Board shall meet at least once a year.
Sect. 5:A quorum shall consist of a majority of the voting members of the Board.
Sect. 6:All Board members shall:
(a)Promote the mission and vision of NCSM.
(b)Perform such duties as assigned and complete assignments in a timely fashion.
(c)Attend all meetings of the Board, as requested, and actively participate.
(d)Uphold the nonprofit status of the organization as outlined in Article XIII, Section 1 of the NCSM Constitution.
(e)Sign an annual statement as described in Article VI of the NCSM Conflict of Interest policy (applies to voting Board members and officers only).
(f)If they are unable to perform their duties, submit a written letter of resignation to the Board.
Article II: Duties of the Officers
Sect. 1:The President shall:
(a)Serve as executive officer of NCSM and as Chair of the Board, using his/her centralizing leadership and direction to unify and focus on the continuation and furtherance of the purposes of NCSM. The President shall be an ex-officio member of all committees.
(b)Organize and publish an agenda for Board meetings concerning topics of vital concern to NCSM and provide adequate time for discussion and committee work.
(c)Preside at all Board meetings and at the annual NCSM business meeting.
(d)Appoint committee chairpersons as provided by the Constitution and By-Laws. Each chairperson is to receive a written description of the committee task within one month of appointment.
(e)Forward to the NCTM Representative copies of any correspondence resulting from the NCTM-NCSM relationship.
(f)Work with the Executive Director to facilitate delivery of contract services and to review biannually the entire portfolio of contracts.
(g)Implement an annual review process for the Executive Director and other NCSM employees.
(h)Prepare an annual report for the NCSM membership following the strategic planning meeting of the Board.
(i)Facilitate the study of the future needs and direction of NCSM.
(j)Exercise leadership in assisting the Board to develop on-going activities of NCSM.
(k)Represent NCSM or appoint NCSM representatives to appropriate forums.
(l)Have final signing authority on all NCSM contracts.
(m)Ensure that job descriptions for all appointed positions are listed in the Board Resource Manual.
(n)Perform such other duties as shall be assigned by the Board.
Sect. 2:The Past-President shall:
(a)Serve on the NCSM Executive Committee.
(b)Assist the President relative to the transfer of office.
(c)Serve in an advisory capacity in order to enable the officers to carry out the purposes of NCSM and to better serve the membership.
(d)Act as a major advisor to the President.
(e)Serve as member of the Conference Committee for the annual meeting.
(f)Serve in lieu of the President when necessary.
(g)The Past-President shall assume the presidency immediately should the President be unable to complete the term of office, or upon acceptance of the President's written resignation.
(h)Work with the Secretary in compiling the records of the previous two years.
(i)Assume such duties as the President and/or the Board may determine.
Sect. 3:The President Elect shall:
(a)Serve on the NCSM Executive Committee.
(b)Serve as a member of the Conference Committee for the annual meeting.
(c)Serve in lieu of the President when appropriate.
(d)Prior to taking office as President, prepare a list of appointed nominees for Board approval. This list is to be presented to the Board for approval prior to the Board meeting immediately preceding the annual meeting.
(e)The President-Elect shall accede to the presidency immediately should the President be unable to complete the term of office, or upon acceptance of the President's written resignation.
(f)Assume such duties as the President and/or Board may determine.
Sect. 4:The First Vice President shall:
(a)Serve on the NCSM Executive Committee.
(b)Serve as chairperson of the Program Committee for the annual meeting and perform the duties of the Chair of the Program Committee outlined in the Annual Conference Planning Manual.
(c)Serve as executive officer of the Board whenever the President, Past-President and President Elect are unavailable.
(d)Assume such duties as the President and/or Board may determine.
Sect. 5:The Second Vice President shall:
(a)Serve on the NCSM Executive Committee.
(b)Serve as a member of the Program Committee and as the Volunteer Recruitment and Management Chairperson for the annual meeting during the year in office.
(c)Begin the duties of the Program Chair for the subsequent Annual Conference.
(d)Assume such duties as the President and/or Board may determine.
Sect. 6:A Regional Director shall:
(a)Reside or be employed in the region represented. If during the term of office a Director moves from the region, a new Director shall be appointed by the President.
(b)Represent the region at all Board meetings.
(c)Organize events for NCSM members at NCTM and/or other meetings within the region as appropriate.
(d)Plan meetings for NCSM members at any NCTM conference scheduled through December of the year the Director's term expires.
(e)Promote membership and recruit and retain members within the NCSM regions.
(f)Invite mathematics leaders to participate in NCSM activities.
(g)Recommend members from the region to be considered by the Nominations Committee as candidates for NCSM offices and to serve on various committees as requested.
(h)Seek Ross Taylor/Glenn Gilbert National Leadership Award nominees.
(i)Prepare written reports of regional activities to be submitted at Board meetings as requested.
(j)Write and solicit articles for official NCSM publications from NCSM members within the region.
(k)Serve as a member of the Conference Committee for the annual meeting when the meeting is in the Director's region and perform duties as outlined in the Annual Conference Manual.
(l)Serve, if requested, on the NCSM Executive Committee.
(m)Assume such duties as the President and/or Board may determine.
Sect. 7:The Secretary shall:
(a)Keep the minutes of all NCSM business and Board meetings and post minutes on the Board-only portion of the NCSM Web site.
(b)Work with the President to prepare a synopsis of Board and business meetings to be disseminated to the membership.
(c)Assist the Past-President in compiling the records of the previous two years.
(d)Assume such duties as the President and/or Board may determine.
Sect. 8:The Treasurer shall:
(a)Receive and account for all monies of NCSM and deposit these funds in a bank approved by the Board.
(b)Pay all routine bills and such other debts as approved by the Board.
(c)Prepare an Annual Financial Report which shall be submitted to the NCSM membership. NCSM's fiscal year shall be from July 1 to June 30.
(d)Prepare and submit the Annual Renewal of Affiliation Form to NCTM.
(e)Submit the treasury records to an audit committee annually or when there is a change of Treasurer.
(f)Assume such duties as the President and/or Board may determine.
Article III: Committees
Sect. 1:The standing committees shall be Nominations, Awards, Conference, and Membership.
Sect. 2:Annually, or when there is a change of Treasurer, the President shall appoint an audit committee for the purpose of auditing the Treasurer's records.
Sect. 3:Each committee shall have at least three members.
Sect. 4:Each committee shall prepare an annual written report to the Board prior to the annual meeting.
Article IV: Nominations and Elections
Sect. 1:Regional Directors shall normally serve three-year terms and shall be elected in a rotating pattern so that no more than four Directors are elected in any year.
Sect. 2:For the purpose of preparing a ballot of nominees for elective offices of NCSM, each year the President shall appoint, with the approval of the Board, a Nominations Committee Chairperson. Each year the Chairperson shall appoint the Nominations Committee. The Committee shall include one member per region.
Sect. 3:The call for nominations shall occur through appropriate communications, including the annual meeting, the NCSM Web site and the two Newsletters prior to the call for the deadline of the nominations, and shall include an abbreviated job description for each office to be filled. All members wishing to make nominations for the offices to be filled shall submit the nominees' names to the Committee no later than May 15. Biographical information on all nominees shall be requested for the Committee to select two or more candidates for each position and secure their agreement to fulfill the duties of these positions. The list of candidates for each open position and online voting information shall be included in the Newsletter and posted on the Web site no later than September 15. A notification of election postcard will be mailed to members in good standing as of August 15. The ballots shall be counted and the results made known to the candidates by November 15 and then announced to the general membership.
Sect. 4:To be counted, ballots must be submitted and received no later than the due dates specified by the Nominations Committee. These dates shall be selected to enable the Committee to meet the schedule described in Article IV, Section 3 of the By-Laws.
Sect. 5:No member shall hold more than one elective office at a time, and no member shall be eligible to serve more than two terms in the same elective office.
Sect. 6:Voting for Regional Directors shall be restricted to those NCSM members whose mailing address is in the region.
Sect. 7:In case of a tie vote, the Nominations Committee Chairperson shall break the tie by means of a drawing.
Sect. 8:A candidate for President-Elect shall have served on the NCSM Board of Directors or in another major leadership role for NCSM and not have previously served as NCSM President.
Sect. 9:Candidates for elected office are required to observe the conditions listed below. Candidates who fail to do so may be disqualified from the election by action of the elected board.
(a)Candidates, personally or through their supporters, must refrain from soliciting the support or votes of NCSM members.
(b)Candidates, personally or through their supporters, are not permitted to distribute literature (including electronic and print media) supporting their candidacies.
(c)Candidates, personally or through their supporters, are not permitted to produce publications or displays highlighting the positive qualities of candidates, whether or not NCSM candidacy is mentioned.
(d)Candidates, personally or through their supporters, may not engage in any organized effort to promote or enhance the candidacy of any individual nominated for office.
Article V: Membership Dues
Sect. 1:The membership year shall run for one calendar year following payment of dues.
Sect. 2:The contractor providing membership and registration services shall publish and distribute an annual membership directory following the annual meeting.
Article VI: Amendments
Sect. 1:The Board shall be empowered to establish, amend and rescind By-Laws by a vote of two-thirds of its full voting membership. (Article X, Section 2 of the Constitution).
Sect. 2:All proposed amendments or revisions to the By-Laws shall be presented in writing to the Board.
Sect. 3:Unless otherwise stated in the resolution, an amendment or revision shall take place immediately after its ratification.

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