The South Carolina Independent School Association, Inc.
BY-LAWS
AMENDED MAY 6, 2021
ARTICLE I
Section 1. The name of this Association shall be set forth in its charter. (The South Carolina Independent School Association, Incorporated.)
Section 2. The principal office of this Association shall be at a suitable location in the State of South Carolina, with branch offices and places of business at such other places within, or without the State of South Carolina as may from time to time be determined by the Board of Directors.
Section 3. The purpose of the Association shall be set forth in its charter.
To Wit:
The purposes of this organization are exclusively educational: to establish a system of educational placement; to establish accreditation standards; to coordinate athletic and academic competition; to obtain lecturers and speakers; and to raise funds for member organizations. In the event of dissolution, the residual assets of this organization will be turned over to another organization which is exempt from Federal Income Tax as an organization described in Section (501) (c) (3) of the Internal Revenue Code of the United State of 1954, or any similar provision to be hereinafter enacted; the particular organization to which distribution is to be made hereunder is to be selected by a majority vote of the entire Board of Directors.
Section 4. The Schools of the South Carolina Independent School Association, Incorporated, admit students of any race, color, national and ethnic origin to all rights, privileges, programs and activities generally accorded or made available to students at these schools. The schools do not discriminate on the basis of race, color, national and ethnic origin in the administration of their educational policies, admissions policies, scholarship and loan programs, and athletic and other school-administered programs. This policy does not require a member school to either maintain or seek a tax exempt status.
ARTICLE II - ASSETS
Section 1. The assets of the Association shall be used for the purposes set forth in its charter, and for the proper legal defense of itself and its members upon a two-thirds (2/3) vote at any regular or special Directors meeting but for no other purposes.
Section 2. In the event of dissolution, as is provided for in the charter, all of the Association shall be distributed to such education, charitable and literary organizations as have been determined tax exempt under (501) (c) (3) of the Internal Revenue Code of the United States of 1954, or any similar provision to be hereinafter enacted; the particular organization to which distribution is to be made hereunder is to be selected by a majority vote of the entire Board of Directors.
ARTICLE III - MEMBERSHIP
Section 1. Membership of the South Carolina Independent School Association shall consist of Regular and Affiliate Members.
Regular Members shall be either Full Members or Academic Members and shall be independent schools. An independent school is defined as an educational institution in full operation in excess of twenty-four months, having physical facilities, employing administrators and teachers, issuing diplomas where appropriate, operating no fewer than five and one-half hours per day for 180 days (gross) and is not controlled, operated, or supervised by a political subdivision of any state or the Federal Government.
Affiliate Members may be composed of other organizations wishing to affiliate with the Association and which are agreeable to abiding by its Rules and By-Laws. Affiliate Members shall not be entitled to membership on the Board. Affiliate Members shall not have the privilege of the floor without the approval of the President.
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All Members must apply for a membership and be approved by a two-thirds vote of the Directors at any regular or called meeting of the Board. Applicants for membership may be provisionally accepted by the President between meetings of the Board upon the payment of an initial fee set by the Board.
All SCISA member schools must pass minimum SCISA accreditation standards within eighteen months of being approved for membership by the Board of Directors. New England, Cognia, SAIS, or ACSI accreditation will be accepted as meeting SCISA accreditation requirements provided the Executive Director of SCISA and/or his or her designate is invited to be in attendance during the New England, Cognia, SAIS, or ACSI on-site visitation. All SCISA member schools are encouraged to attain regional accreditation.
Section 2. In the event any member shall no longer be considered a desirable member of this Association by any other member school or by the Association officers, a Special Board of Inquiry consisting of five Directors shall be appointed by the President to hear the complaint against a member. Should this Board of Inquiry find just cause to consider the complaint, the member school shall be notified and given an opportunity to appear before the Board of Inquiry. The Board shall then determine if the complaint should be dropped or brought before the Board of Directors for a probationary or expulsion vote. If by a 2/3’s vote of those present at any valid meeting of the Board of Directors, it is decided to dismiss the offending school after the school has been allowed to state its case before the Board, the school shall forthwith be dropped from membership.
ARTICLE IV - DIRECTORS
Section 1. The highest governing authority of this Association shall be vested in a Board of Directors, the membership of which shall consist of one representative from each of the member schools in the Association, which representative shall be an active member of the governing body of such member school. Heads of schools may be given the right to vote for their schools, if their Boards so choose, without the Head having to be a member of the Board. The governing body of any member school may at will elect from its membership a new representative to serve on this Board of Directors, thereby replacing its former representative. In addition to the above Directors of this Association, the Board of Directors may elect a maximum of six (6) Directors-at-Large, for a term of one year to be members of the Board of Directors of this Association. Thirty percent of the Directors shall constitute a quorum of any regular or special meeting of the Directors.
Section 2. The Board of Directors shall admit additional schools as members of the Association upon a two-thirds favorable vote of the directors voting at any valid meeting of the Board of Directors, and each new school so admitted shall be entitled to representation on the Board of Directors, as set forth in Section 1 of this article.
Section 3. The Board of Directors shall hold a regular meeting each spring and fall, and may hold such special meetings for the transaction of any business which may properly come before it when called, as in such cases by statute made and provided. Notice of the time and place for all annual and special meetings shall be given by the Secretary by mail or by electronic communication to each Board member at least ten days prior to the meeting.
Section 4. Whenever the Board of Directors determines that it has become too large to effectively expedite the business of the Association, an Alpha Committee of no less than nine members or more than eighteen, in multiples of three, may be elected from the members of the Board of Directors. The members shall be elected for three year terms, one third to be elected each year. In the event an Alpha Director no longer represents a member school nor is a Director-at-Large, his or her membership on the committee and on the Board of Directors shall terminate. Vacancies on the Committee may be filled by the Committee until the next Board meeting. At each annual meeting of the Board, a Nominating Committee appointed by the President shall make nominations to fill expiring terms of vacancies on the Committee. Additional nominations may be made from the floor. The Alpha Committee shall have the power to act for and on behalf of the Board between meeting times of the Board on matters delegated to them by resolution of the Board at any meeting of the Board. The Alpha Committee shall constitute a quorum at any such meeting. In addition the President of the Board of Directors shall be a member of the Alpha Committee. The President of the Board shall also serve as Chairman of the Alpha Committee. The Alpha Committee and the President shall employ a paid Executive Director when authorized by the Board of Directors. The Executive Director shall serve at the pleasure of the Alpha Committee and the President, subject to the provisions of Article V, Section 3.
Section 5. The Officers and Directors-at-Large of the Association shall be elected by the Board of Directors each year at the Spring meeting of the Board. The Nominating Committee shall nominate one person for each office or combined offices. Nominations may be offered from the floor.
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ARTICLE V - OFFICERS
Section 1. The Officers of this Association shall consist of a President, a Vice-President, a Secretary, and a Treasurer, and at the Board’s discretion an Assistant Secretary and an Assistant Treasurer. These Officers are to be elected for one three-year term at the annual meeting and hold office until their successors are elected. At the request of the Nominating Committee, an officer may stand for election for a second three-year term. Nothing contained herein shall prevent one individual from acting as a Director and Officer of this Association or from holding two offices except President or Vice-President concurrently. All Officers become Directors-at-Large for terms of their offices. Directors-at-Large may also serve as a school representative director; however, he shall have only one vote.
Section 2. The President shall call and preside over all meetings of the Board.
Section 3. The President shall have the general supervision over the affairs of the Association, its employees, and other officers. The President shall have the authority with the approval of the Board of Directors, to borrow money when the Association requires it and he is authorized to sign notes, certificates, checks, drafts or other bills of exchange, mortgages and other evidences of debt and security, and shall sign all leases, deeds, contracts, and other legal instruments or documents, and shall perform all other duties as are incidental to the general supervision over the affairs of the Association. During the absence or disability of the President, the Vice-President shall perform the duties of the President.
The Executive Director shall be directly responsible to the President in all his duties and shall perform such duties as are incident to his office as the chief administrative officer of the Association under the direction of the President. He shall also serve as secretary to the Standing Committees until a separate committee secretary becomes necessary.
Section 4. During the absence or disability of the President, a Vice-President, so designated by the Board, shall have authority to perform any, and all duties of the President. Other duties may be delegated to him from time to time by the President, or the Board of Directors.
Section 5. The Secretary shall issue all notices of regular meetings of the Directors and the Executive Committee including any special meetings as may be held on call of the President, or as may be in such case, made and provided by statute, and notices of all meetings shall be mailed ten (10) days prior to the meeting. He shall attend and keep the minutes of all such meetings, shall be the custodian of the corporate seal, shall sign as Secretary all written contracts and all documents of the Association requiring the Secretary’s signature by law. The Assistant Secretary shall perform those duties of the Secretary in his absence and those delegated to him by the Secretary. The Secretary shall have charge of all corporate books, records and papers, shall keep regular books of accounts and shall submit them with vouchers, receipts and records, and other papers to the Directors for their examination and approval as often as they may be required.
Section 6. The Treasurer shall have custody of and assume responsibility for all funds and securities of the Association except those set up under special trustees. He shall maintain accounts in such banks and other financial institutions as the Board of Directors shall approve. He shall sign all checks, notes and other documents required by the statutes and perform all other duties assigned to him by the Board of Directors. The Assistant Treasurer shall act in the absence of the Treasurer and perform all duties delegated to him by the Treasurer.
Section 7. The Executive Director shall be directly responsible to the President in all his duties and shall perform such duties as are incident to his office as the chief administrative officer of the Association under the direction of the President. He shall also serve as Secretary to the Standing Committees until a separate committee Secretary becomes necessary.
Section 8. No officer, employee, member school, nor affiliate organization shall set forth a position as the official position of the Association on any subject unless the position has been affirmed and adopted by resolution of the Board of Directors.
ARTICLE VI - COMMITTEES
Section 1. The Standing Committees of the Association shall be Executive, Academics, Accreditation, Advisory, Athletics, Finance, Fine Arts, Nominations, Services, Student Activities, and Trust. Other committees may be appointed by the President with approval of the Board of Directors.
Section 2. The Executive Committee shall be responsible for preparing the agenda for the Board of Directors meetings and voting on behalf of the board between meetings when the officers of the association determine that delaying board action would place the association at risk. The Committee shall be composed of the officers of the Board of Directors, four members appointed by the President, and the President of the Headmasters’ Association. Members shall serve one three-year term and may serve a second three-year term at the request of the President. A majority of Committee members will be headmasters.
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Section 3. The Academic Committee shall be responsible for the academic activities and responsibilities of the Association including policy initiatives to be recommended to the Board of Directors for accreditation. This Committee shall recommend to the President for Board approval persons connected with member schools to help supervise the academic programs subject to approval of the Board of Directors. The Committee shall be composed of five members appointed by the President and approved by the Board. Members shall serve three years with terms staggered to provide for two appointments each year for two years and one the next. A member may succeed himself on the Committee after the lapse of one year. The Committee will select its own chairman and determine its own rules of procedure with the approval of the Board of Directors. Any member may be removed from the Committee by a 2/3’s vote of those present at any valid meeting of the Board of Directors.
Section 4. The Athletic Committee shall be responsible for the Athletic Activities of the Association. The Committee shall develop operating procedures for Board approval under which the athletic program shall operate. This Committee may recommend to the President for Board approval persons connected with member schools to help govern the athletic program subject to approval of the Board of Directors. The Committee shall be composed of nine members appointed by the President and approved by the Board of Directors. Members shall serve for terms of three years and until their successors are names and approved. A member may return to the committee after the lapse of one year. The Committee shall select its own Chairman from among the board members and will determine its own rules of procedure with the approval of the Board of Directors. Any member may be removed from the Committee by a 2/3’s vote of those present at any valid meeting of the Board of Directors. The President may remove a member after three consecutive absences from meetings without satisfactory reasons. The President may appoint new members between Board of Directors meetings to fill vacancies. The Committee may recommend to the President for Board approval the hiring of a paid Athletic Director working under the supervision of the Executive Director. All rulings by the Committee are final unless appealed as outlined in the Athletic Association Constitution and Regulations.
Section 5. The Services Committee shall be responsible for services rendered by the Association including, but not limited to, Group Insurance, Association Certifications, Partnerships Agreements, and Professional Development, etc. This Committee shall recommend to the President for Board approval persons connected with member schools to help supervise the service program subject to approval of the Board of Directors. The Committee shall be composed of five members appointed by the President. Appointed members of the Committee shall serve for terms of three years (or until their successors are appointed and approved) with terms staggered to provide for one appointment each year. A member may succeed himself on the Committee after the lapse of one year. A member may be removed by a 2/3’s vote of those present at any valid meeting of the Board of Directors.
Section 6. The Trust Committee shall be responsible for investing the funds of the Association which are segregated from the regular funds of the Association by Board action. They shall make a financial report to the Board at each regular meeting of the fund condition and transactions. The Trust Committee shall be composed of the President, the Treasurer, and five members of the Board of Directors to be appointed by the President with the approval of the Board. Appointed members of the Committee shall serve for terms of three years (or until their successors are appointed and approved) with terms staggered to provide for one appointment each year. A member may succeed himself on the Committee after the lapse of one year. Any member may be removed by a 2/3’s vote of those present at any valid meeting of the Board of Directors.
Section 7. The Finance Committee shall be responsible for the preparation of the annual budget for approval by the Board, recommendations on dues structure, and recommendations to the Board on other financial matters of the Association. The Committee shall be composed of the Chairmen of the other Standing Committees and three others appointed by the President and approved by the Board. The three other members shall be appointed for three year terms staggered to provide for one appointment each year. A member may succeed himself on the Committee after the lapse of one year. A member may be removed by a 2/3’s vote of those present at any valid meeting of the Board of Directors.
Section 8. The Student Activities Committee shall be responsible for the student activities other than athletics, of the Association, including but not limited to Student Government, Honor Society, Drama, Music, etc. The Committee shall be composed of eight members appointed by the President and approved by the Board of Directors. Members shall serve for three years with terms staggered to provide for two appointments each year for two years and one the next. A member may succeed himself on the Committee after the lapse of one year. The Committee shall select its own Chairman and will determine its own rules of procedure, with the approval of the Board of Directors.
Section 9. The Accreditation Committee shall be responsible for the oversight, evaluation, and initial approval of all accreditation platforms conducted by the Association. This includes but not limited to SCISA Accreditation, SCISA Advanced Accreditation, Early Learning Accreditation, Exceptional Learning Accreditation, Montessori Accreditation, etc. The Committee shall be composed of five members appointed by the President and approved by the Board of Directors. Members shall serve for three years with terms staggered to provide for two appointments each year for two years and one the next. A member may succeed himself on the Committee after the lapse of one year. The Committee shall select its own Chairman and will determine its own rules of procedure, with the approval of the Board of Directors.
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Section 10. The Fine Arts Committee shall be responsible for developing initiatives and programs that promote fine arts throughout the Association. The Committee shall be composed of five members appointed by the President and approved by the Board of Directors. Members shall serve for three years with terms staggered to provide for two appointments each year for two years and one the next. A member may succeed himself on the Committee after the lapse of one year. The Committee shall select its own Chairman and will determine its own rules of procedure, with the approval of the Board of Directors.
Section 11. The Nominations Committee shall be responsible for recommending to the President for Board approval persons connected with member schools for committee membership and leadership positions within the Association. The Committee shall be composed of five members appointed by the President and approved by the Board of Directors. Members shall serve for three years with terms staggered to provide for two appointments each year for two years and one the next. A member may succeed himself on the Committee after the lapse of one year. The Committee shall select its own Chairman and will determine its own rules of procedure, with the approval of the Board of Directors.
Section 12. The Advisory Committee shall be responsible for developing initiatives and programs that promote collaborative dialogue between heads of school throughout the Association. The Committee shall be composed of no more than eighteen members appointed by the President and approved by the Board of Directors. Members shall serve for three years with terms staggered to provide for two appointments each year for two years and one the next. A member may succeed himself on the Committee after the lapse of one year. The Committee shall select its own Chairman and will determine its own rules of procedure, with the approval of the Board of Directors.
Section 13. Any appeal to the Board of Directors from an action or decision of any committee must be submitted in writing to the President of the Board (with a copy to the Executive Director) at least 10 days prior to any meeting of the Board. Any appeal must contain the grounds under which the appeal is made.
ARTICLE VII - DUES
Section 1. The dues payable to the Association shall be as now in force.
Section 2. The membership of this Association shall be classified as full members and academic members.
Section 3. Full members shall be entitled to all the services of the Association, including participation in athletics and scholastic and academic activities and entitled to one member on the Board of Directors.
Section 4. Academic members shall be entitled to all the services of the Association except participation in the formal athletic program and shall be entitled to one member on the Board of Directors. At the request of one-half of the full members at any valid meeting of the Board of Directors, schools who are academic members will be excluded from voting on a strictly athletic matter.
Section 5. Associate members shall be accepted in the Association as provided in Article IV, Section 2, except that they shall not be entitled to membership on the Board of Directors or privileges of the floor without approval of the President. They shall be entitled to services of the Association as approved by a majority of the Board.
Section. 6. The Dues for each class of membership in the Association shall be set by a 2/3’s favorable vote of those present at any valid meeting of the Board of Directors provided notice of the meeting and the proposed dues structure is communicated to member schools no less than 10 days prior to the meeting.
ARTICLE VIII - MISCELLANEOUS
Section 1. Any matters arising in the course of the conduct of the business of the Association for which specific provision is not made in these By-laws shall be governed by statutes as in such cases made and provided.
Section 2. Any changes in or amendment to this Constitution and By-laws may be made after an affirmative 2/3’s vote of those present at any valid meeting of the Board of Directors, provided prior notice and text of the proposed changes have been given to the Directors by mail or electronic communication thirty days in advance of the meeting and the action is ratified by an affirmative 2/3’s vote at a meeting of the Directors no less than 30 days following the previous action. However, this Section and Article III, Section 1, regarding requirements for membership or continued membership shall be amended only by unanimous vote instead of a two-thirds vote.
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