CONSTITUTION AND BYLAWS
TENNESSEE ASSOCIATION OF SCHOOL BUSINESS OFFICIALS

Revised November 19, 2021

Article I Organization

Section 1. NAME. The name of this organization is the Tennessee Association of School Business Officials (TASBO).
Section 2. EMBLEM AND SEAL. The Board of Directors of the Association shall regulate the use of the Emblem and the Official Seal.
Section 3. AFFILIATIONS. The Tennessee Association of School Business Officials (TASBO) is affiliated with the Association of School Business Officials International (ASBO) and the Southeastern Association of School Business Officials (SASBO).
Section 4. FISCAL YEAR. The fiscal year of the Association shall begin July I and end on June 30 of the following year.
Section 5. FINANCIAL REPORTS AND REVIEW.

• The Executive Secretary, as Treasurer, shall render such financial reports as may be directed by the Board.
• The Board of Directors shall engage a comprehensive financial review of the financial records of the Association each fiscal year, to be conducted by three (3) members of the Association. The three (3) members shall be recommended by the President and approved by the Board.
• The Executive Secretary shall present the annual financial summary to the membership.

The objectives of the Association shall be:

• To unite in one state association, school officers whose primary responsibilities are in school business administration and related financial areas.
• To promulgate and establish the highest standards of ethics and efficiency in business methods and practices for schools, and to make these freely available to its members and the interested public.
• To engage in a program of professional development and improvement of persons carrying on activities in the field of school administration for the benefit of schools and school systems.
• To conduct, sponsor, or join with others in conducting or sponsoring research concerning school business management and administration of schools.
• To cooperate with various educational associations and with governmental organizations including federal, state, and instrumentalities of either, in developing and improving school business management and administration.
• To cooperate with and to promote membership and participation in the Association of School Business Officials International and the Southeastern Association of School Business Officials.

Article III Membership

Section 1. TYPES. There shall be two types of membership: (1) voting, and (2) non-voting.

a. Voting Membership shall be as follows:

1. ACTIVE MEMBER. An active member shall be one who is (1) employed by a public, private, separate, or parochial school, school district, college or university, or a state employee; (2) performing school business functions in an administrative or supervisory capacity in the areas listed in (1); or (3) serving as a college or university faculty member of school business management or educational administration.
2. SCHOOL MEMBER. The governing board, board of education, etc., may subscribe for a group membership, with the understanding that a representative who is eligible for membership in TASBO shall be designated to exercise the rights and privileges of a school member. It is further noted that the dues are for only one (1) membership, which includes TASBO publications and annual meeting privileges to one individual during a specific membership year. Membership dues may be paid by school districts, colleges, universities or other governmental units.

b. Non-Voting Memberships are as follows:
1. EDUCATIONAL ASSOCIATE MEMBER. An educational associate member shall be a school board member or an individual employed in the profession who does not qualify for voting membership in TASBO.
2. STUDENT MEMBER. A student member shall be a college or university student enrolled in business management or educational administration classes.
3. BUSINESS ASSOCIATE MEMBER. A business associate member shall be an individual, commercially interested in the field of school business management, or other business related professionals.
4. EMERITUS MEMBER. An emeritus member shall be an individual who has: (1) retired; or (2) departed the field of school business management for another vocation after a minimum TASBO membership of fifteen years.
5. HONORARY MEMBER. An honorary member shall be one who has distinguished himself/herself in public or professional service and who is elected by the Board. Charter members shall be honorary members. Upon retirement, Past Presidents shall be honorary members.

Section 2. DUES. The membership year will be from November 1 of one year to October 31 of the succeeding year. Memberships shall be subject to the annual payment of dues as set forth by the Board of Directors, except Emeritus Members and Honorary Members. Emeritus Members and Honorary Members shall pay no dues.

Article IV Administration

Section 1. BOARD OF DIRECTORS. The Board of Directors shall be composed of thirteen (13) members. The members shall consist of the President, the President-Elect, the Vice-President, the Immediate Past President, and nine (9) other Directors duly elected from the active members. The Tennessee State Director for SASBO shall be elected by the TASBO Board and shall serve as an ex-officio member of the Board of Directors.

The Board of Directors shall be the governing board of the Association and shall have the authority to execute its duties of meeting the objectives of the Association, of managing its finances and properties, and of establishing the necessary policies and procedures as the needs arise. A simple majority of the Members of the Board of Directors shall constitute a quorum.

Section 2. DIRECTORS. Only those candidates who have been voting members for at least the past two (2) consecutive years and attended at least two (2) of the last four (4) annual meetings, and who comply with rules and regulations as prescribed by the Board of Directors, are eligible for election.

Directors shall be elected by the voting membership at the annual meeting. Candidates receiving the highest number of votes in each respective year shall be elected to a three (3) year term. There will be nine (9) directors with representation from each of the grand divisions of the state, and their terms will be staggered.

Section 3. OFFICERS. The Association shall have four officers. The officers shall be the President, President-Elect, Vice-President, and the Immediate Past President.

a. PRESIDENT. The President shall automatically succeed to the office after having served a one-year term as President-Elect, and shall serve a one-year term. The President shall serve as chairman of the Board of Directors and the Executive Committee, represent TASBO at other meetings, and perform other duties assigned to the President by the Board of Directors. After having served one year, the President shall automatically succeed to the office of Immediate Past President and shall serve his/her final year on the Board of Directors.

b. PRESIDENT-ELECT. The President-Elect shall automatically succeed to the office after having served a one-year term as Vice-President, and shall serve a one-year term. The President-Elect shall assume the duties and responsibilities in the President's absence and perform other duties assigned to the President-Elect by the President and Board of Directors. The President-Elect shall serve as educational program chairperson.

c. VICE-PRESIDENT. Only those candidates who have been voting members for at least the past two (2) consecutive years and attended at least two (2) of the last four (4) annual meetings are eligible to be elected to the office of Vice-President. The election shall be in a regular TASBO annual election, and the term of office shall be one (1) year. The Vice-President shall automatically succeed to the office of President-Elect after having served a one-year term as Vice-President. The Vice-President shall assume the duties and responsibilities of the President-Elect in the President-Elect's absence and perform other duties assigned to him/her by the President and Board of Directors.

d. IMMEDIATE PAST PRESIDENT. The Immediate Past President shall automatically succeed to the office after having served a one-year term as President, and shall serve a one-year term. The Immediate Past President shall serve as the official Parliamentarian.

Section 4. EXECUTIVE SECRETARY. The Board of Directors shall appoint or reappoint an Executive Secretary at the first meeting after the annual meeting. The Executive Secretary shall serve at the pleasure of the Board. He/She shall serve as Secretary and Treasurer of the Association and shall be authorized to administer policies as prescribed by the Board. He/She shall be the principal accounting and financial officer of the Association. He/She shall:

(1) Have charge of and be responsible for the maintenance of adequate books of account for the Association; (2) Have charge and custody of all funds and securities of the Association, and be responsible therefore and for the receipt and disbursement thereof; and (3) Perform all the duties of the office of treasurer and such other duties as from time to time assigned to the Treasurer by the President or by the Board.

Section 5. VACANCIES. If a vacancy occurs in the office of President or President-Elect, the Board of Directors shall appoint the President-Elect or the Vice-President, respectively, to the vacant position. If a vacancy occurs in the office of Vice-President more than ninety (90) days prior to the annual meeting, the Board of Directors shall appoint a Director, or former Director, to serve as acting Vice-President. The Board of Directors may appoint an acting Director from the active membership roll to fill any Director vacancy which occurs more than ninety (90) days prior to the annual meeting.

Each appointee shall serve only until the annual meeting occurs. All other vacancies shall be filled, according to the current election procedures.

Section 6. TERM OF OFFICE. The term of office shall be for the meeting year and shall be from the adjournment of one annual meeting to the adjournment of the next succeeding annual meeting.

Article V Committees

Section 1. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the four current officers; the President, President-Elect, Vice-President, and the Immediate Past President. The Executive Secretary shall serve as an ex-officio member. The Executive Committee shall exercise the powers of the Board of Directors in the management and the direction of the business and conduct of the affairs of the Association during the intervals between meetings of the Board of Directors. It shall keep a record of its proceedings and shall, after each meeting, report the same to the Board of Directors for its ratification at the next meeting of the Board. Meetings of the Executive Committee may be called by the President and one other officer of the Executive Committee not less than twenty-four (24) hours prior to the meetings. In cases of emergency, the President may conduct a meeting of the Executive Committee by phone. A majority of the members of the Executive Committee shall constitute a quorum.

Section 2. NOMINATING COMMITTEE. The Nominating Committee shall consist of the President, President-Elect, and Immediate Past President. In the event any member of the committee is unable to serve, the President shall appoint a substitute. The basic function of this committee shall be to submit a slate of at least one name for each vacancy to be filled. The term of the committee shall expire when it has completed its work and made its report.

Section 3. OTHER ASSOCIATION COMMITTEES. There shall be appointed by the President those committees which the President deems necessary to conduct the affairs of the Association. It shall be the duty of each committee appointed to perform the duties so prescribed by the President. The term of the committee shall expire when it has completed its work and made its report.

Article VI Communications

Section 1. WEBSITE. The Association shall maintain a website, www.tasbo.net, for the purpose of providing to members, vendors, and other website visitors, information about TASBO, Officers & Directors, Calendar of Events, Constitution & Bylaws, Membership, Interesting Links, News, Corporate Sponsors, Exhibitors, Career Opportunities, and other information, as deemed appropriate by the Board.

Article VII Meetings

Section 1. ANNUAL MEETINGS. The site of the annual meeting and educational exhibit shall be selected by the Board of Directors at least three (3) years prior to the meeting.

Registration fees for the annual meeting shall be determined by the Board of Directors. All members shall have annual meeting privileges and shall be entitled to register upon payment of the registration fee. The annual meeting shall be open to registered members and their guests.

Registration fees for Honorary Members shall be waived.

A majority of voting members attending the annual meeting shall constitute a quorum at the annual business meeting.

Annual meeting rules and procedures shall be determined and established by the Board of Directors. The association President shall preside at the general sessions. The association President-Elect shall be chairman of the educational program committee for the annual meeting.

The annual election shall be conducted during the annual business meeting according to the rules and regulations as prescribed by the Board of Directors. Only nominations from the Nominating Committee or nominations initiated from the floor shall be considered.

Section 2. OTHER MEETINGS.

a. REGULAR MEETINGS. The Board of Directors shall meet at least once each quarter. The specific date of the meeting shall be established by the President.

b. SPECIAL MEETINGS. The President or any three (3) Directors may call a special meeting of the Board by giving seven (7) days written or oral notice. Notification of business to be conducted at the meeting must accompany the notice. Action may be taken only on items in the notification.

c. MEETING ATTENDANCE. Officers and Directors must attend a minimum of three (3) regular meetings during the year to remain on the Board unless extenuating circumstances are approved by the Board.

Article VIII Bylaw Amendments and Dissolution

Section 1. BYLAW AMENDMENTS. Recommendations for any amendments to the constitution shall be presented not later than the end of the first general session to the Bylaws Committee for study at the annual meeting and then shall be, if approved, presented to the Board of Directors. If a majority of the Board approves the proposed amendments, they shall then be voted upon at a general session of the annual meeting. If a majority of the Board does not approve any proposed amendment, it will be tabled and reconsidered the succeeding year by the Bylaws Committee. If a majority of the Board does not approve a resubmitted proposed amendment, it will be presented to the members for voting at a general session of that annual meeting. Bylaw amendments require a two-thirds majority of the voters present for passage. All amendments shall become effective following the annual meeting.

Section 2. DISSOLUTION. Upon dissolution or liquidation of the Association, the assets of the Association shall be distributed to an organization exempt under Section 501(C) (3) of the Internal Revenue Code of 1954, or a similar section as amended, and first preference shall be given to an organization which has purposes and objectives similar to this Association.

Tennessee Association of School Business Officials