Bylaws for Society for Ethics in Education, Inc.

7/12, revised 7/15

Article 1 Purposes

Organization Name and Mission

The name of the organization will be the Society for Ethics in Education. The mission of the Society for Ethics in Education is to (1) provoke discussion among university professors, school administrators, teachers, parents, students, and others in order to reflect upon the morality of current educational practices and policies, (2) to collectively and continually create new frameworks that may serve in the re-conceptualizing of educational practice and policies, and (3) to act as an agent of change by providing opportunities for professional growth through courses, conferences, and consortiums.

Article 2

Membership

Membership is open to all for a fee of $20.00. Members are encouraged to contribute to the mission of the organization in an individual way. Contributions may include sharing ideas, frameworks, and/or aiding in the facilitation of S.E.E. events. Membership will include access to participate in all professional development workshops offered by SEE and members will receive a quarterly e-newsletter.

Article 3

Directors

3.1 General Powers
The management and control of affairs for SEE shall be vested in its Board. Board members shall not be employees of the Corporation, nor be compensated monetarily for their duties except for out-of-pocket expenses as determined by the Board.
3.2 Number and Qualifications
The Board shall consist of not less than three (3) and no more than seven (7) Directors, with the specific number being set by the board. Directors must be at least 21 years of age and have at least a four-year college degree in education. Directors must be deemed by the Board to have the specific skills necessary to oversee the operations of SEE.
3.3 Election and Term of Office
The initial Board named in the Articles of Incorporation shall serve for a term of four (4) years. They can then be re-elected by the Board. Each Director may hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Article 4

Officers

4.1 Qualifications
Officers must be at least 21 years of age and have at least a four-year college degree in education. Officers must be deemed by the Board to have the specific skills necessary to fulfill specific needs of the SEE position.
4.2 Election and Term of Office
Each Officer must be approved by a 2/3 majority of the board. The term of service is for two (2) years. There is no limit to number of consecutive terms, except for the Chair.
4.3 Positions
Chair
The elected chair will set and scaffold board-meeting agendas, handle government responsibilities, and maintain communication with the public. Secretarial, financial, administrative, and organizational duties will be distributed among the Board, by the Board. This position can be held for no more than two consecutive terms.
Director of Business and Finance
This Director will oversee all aspects of the SEE that deal with finances.
Director of Research in Practice
This Director will ensure that the SEE strives to bring current research into teaching practices.
Director of Teacher Education
This Director will oversee all of the SEE aspects of teacher education and professional development.
Program and Alignment Manager
This Director will ensure that all SEE activities are aligned to the mission statement. They will also ensure that all SEE activities are philosophically appropriate.
4.4 Advisory Counsel
SEE will be advised by a committee of at least 3 individuals who are recognized by the board for having knowledge and skills necessary to provide an unbiased awareness of various learning theories and an ability to suggest a large range of resources for consideration in the creation, implementation, and revision of the society’s work. Advisors may include university professors, school administrators, and teachers.

Article 5

Branches

5.1 Executive Committee
The Executive Committee shall consist of all officers of the Corporation, This Committee shall have the power to act on behalf of Corporation subject to final ratification of its acts by the Board. Any officer may call a meeting of the Executive Committee.
5.2 Branches
The Board may establish and empower Branches and ad hoc committees as it deems necessary, and may solicit and approve participation by members of the general public. Each branch shall have at least a President to oversee Branch affairs. Other positions will be created according to the individual needs of the said branch.
5.3 A system to outline the creation of different branches under the umbrella of Society for Ethics in Education

• Each branch will be created based on interest and need.
• All Branches and the activities, philosophies, publications, presentations, and any item in public view must be aligned to the SEE mission statement and be approved by the board.

Budgets
Each branch must present a prepared budget with expenses, income, fluidity, and predicted gains/losses upon request of the board. Additionally, for each event, meeting, or activity, separate predictions of costs/needs are required 30 days prior to the public announcement of the activity.
Communications
All articles, emails, advertisements, and public notifications must have prior approval of the board.
SEE logo must be included on every document.
SEE email must be used for all officers in every branch for public interaction and private planning sessions within the branch. All SEE email must be used only for SEE purposes, All SEE email is subject to review by the board at any time, without suspicion of improper use.
Appointments-
• All positions created within a branch must be approved by the Board prior to the creation of the position. Positions will only be board approved if a need for said position is demonstrated. Created positions must align themselves to the mission statement

Article 6

Procedure

6.1 Meetings
Each monthly board meeting will be scheduled according to the specific needs of the Board. At least 2 board members and the chair must be present (either in person or online) for the Board Meeting to be official.
6.2 Notice
Board meetings must be scheduled at least 2 weeks in advance, except in special circumstances.
6.3 Procedure
All meetings shall be conducted according to a standard parliamentary procedure. The Board shall seek to make decisions through the consensus. If consensus cannot be reached in a reasonable amount of time, the Chair may table the decision until the next meeting or ask if the decision be made by the affirmative vote of not less than a 2/3 majority. Each Board member is entitled to one (1) vote. Members not present may submit their vote by written proxy submitted before or at the meeting. Unless otherwise provided for in these bylaws, the act of those present in person or by proxy at a meeting at which a quorum has been attained shall be the act of the body so meeting. Except upon motion properly passed to conduct an executive session, all meetings of the Board shall be open to the public. Executive sessions may exclude anyone not designated in the motion for executive session, but shall be for personnel matters, property acquisition, and communication with legal counsel.
6.4 Resignation
Any Director, Officer, or Branch Member may resign at any time by delivering written notice to any the Chair, or by giving oral or written notice at a Board Meeting. This resignation will take effect at time specified, or upon delivery.
6.5 Removal
The board may remove any Director, Officer, or Branch Member if they have knowingly violated the rules and policies of the Corporation and carried out activities without Board authorization. Such termination may take place at any Board meeting. If removal of a Director is proposed, all Directors shall be notified of the meeting and the cause for the proposed termination.

Article 7

Administration

7.1 Fiscal Year The fiscal year shall begin and January 1 and conclude on December 31 of each calendar year.
7.2 Books and Records
The corporation shall keep correct and complete books and records of accounts, minutes of meetings of the Board and Branches given authority by the Board, and the names and addresses of its officers. All books and records shall be open for public inspection for any proper purpose at any reasonable time.
7.3 Contracts
The board may authorize any Officer or Agent of the Corporation to enter into any contract on behalf of the corporation. When deemed necessary by the Board, a contract will be used in the creation of new Branches or Committees.
7.4 Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness issued in its name unless so determined by the Board. No loans shall be made to any director.
7.5 Checks and Drafts
All checks, drafts, or other orders for the payment of money or other indebtedness issued on behalf of the Corporation shall be signed by such Officer or agent of the Corporation in such manner determined by the Board.
7.6 Deposits
All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as determined by the Board.

Article 8

Miscellaneous

8.1
The principal office of the Corporation shall be located in Suffolk County in the State of New York. This location may be changed in the future as its business may require. This change of location will be determined by the Board at that time.
8.2 Indemnification
The Corporation may indemnify to the fullest extent permitted by New York State law any person who was or is a party to or who is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the person is a director, officer, employee, or agent of the Corporation against expenses (including attorneys’ fees), judgments, fines, penalties, damages, and any amounts paid in settlement actually or reasonably incurred by him or her in connection with the action, suit, or proceeding. In addition, the Corporation may pay for or reimburse reasonable expenses of a Director, Officer, employee, or agent of the Corporation who is a party to a proceeding to the extent and under the circumstances permitted by New York State law. This indemnification can only qualify for issues related directly to and/or be a result of SEE-related business.
8.3 Amendment
Amendments to the constitution will be made upon board approval of a 2/3rds majority, provided that the Amendment cannot contain any provision that directly opposes other areas of the bylaws.
8.4 Dissolution
The Corporation may voluntarily dissolve and cease to operate upon the affirmative vote of at lest a 2/3 majority of the Board at any meeting, provided all Directors have been notified of the purpose. Upon dissolution, any net assets of SEE shall be distributed in accordance with the Articles of Incorporation.

Article 9

Conflict of Interest Statement

Society for Ethics in Education [SEE] Conflict of Interest Policy
9.1 Purpose: SEE is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of SEE as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public. Consequently, there exists between SEE and its board and directors and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The board and directors have the responsibility of administering the affairs of SEE honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of SEE. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with SEE or knowledge gained there from for their personal benefit. The interests of the organization must be the first priority in all decisions and actions. SECTION 2. PERSONS CONCERNED: This statement is directed not only to directors and board members, but to all participants who can influence the actions of SEE . For example, this would include all who make purchasing decisions, all persons who might be described as “management personnel,” and anyone who has proprietary information concerning SEE. SECTION 3. AREAS IN WHICH CONFLICT MAY ARISE: Conflicts of interest may arise in the relations of directors, officers, and management employees with any of the following third parties: 1. Persons and firms supplying goods and services to SEE. 2. Persons and firms from whom SEE leases property and equipment. 3. Persons and firms with whom SEE is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securi

Article 9b

Fundraising

Notwithstanding any other provision of these bylaws, SEE shall not carry on any other activities not to be carried on by: (a) a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future US Internal Revenue Law); (b) a corporation, contributions to which are deductable under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future US Internal Revenue Law); or (c) a corporation under the Washington Nonprofit Corporation Act (RCW 24.03).

Adoption of Bylaws
Society for Ethics in Education, Inc. Board of Directors on July 17th, 2015, adopted this revised version of the above bylaws.

Kevin Tims
Chair