Article 1 Name

The name of the Association shall be the National Science Education Leadership Association (NSELA) which is a Division Affiliate of the National Science Teachers Association. NSELA is a non-profit association incorporated in the State of Texas.

The purposes of the association are:

• To stimulate and to aid in the development of efficient and effective leadership practices as a means to improve science education.
• To enhance the professional competence and status of leaders in science education.
• To provide opportunities for leaders and educators responsible for and/or interested in leadership in science education to discuss, and to take action on matters of common interest and concern.
• To facilitate communication among leaders in science education.
• To stimulate and aid in the development of curriculum materials.
• To present issues of concern to science educators to the appropriate agencies.
• To support and/or conduct research leading to the incorporation of new trends, methods and curriculum in science.
• To provide members with benefits that will help in their endeavors of science leadership.

Section 1

Members of this Association should be members of NSTA.

Section 2

Membership in this Association is open to all individuals who are leaders from every level of education in science education and individuals who are advocates of science education.

Section 3

There shall be four types of membership. They are:

Active Member - any member who is presently involved in science leadership (as described in Article III Section 2) shall be an active member.

Retired Member - any member who retires from active involvement in science leadership may continue to be a member of NSELA providing that he/she has been an active member for the preceding three years. Retired Members will have all the rights and privileges of an Active Member.

Life Member - a former President of NSELA upon retirement from science leadership will be awarded a Life Membership in NSELA. There shall be no dues for a Life Member. Life Members will have all the rights and privileges of an Active Member.

Corporate Member - a corporation may join NSELA with payment of annual corporate dues, the amount established by the Executive Board. A Corporate Member will be entitled to all rights of an Active Member except the right to vote.

Section 4

Members shall be entitled to vote, to hold office, and to receive those publications of the Association as determined by a majority vote of the Executive Board of NSELA.

Section 1

The officers of the Association shall be a President, a President-Elect, a Retiring President, a Secretary and a Treasurer.

Section 2

The Presidency will serve on the Executive Board for a period of three years. Over the three years, he/she will serve as President-Elect, President, and Retiring President with each being a one year term. The Secretary and the Treasurer shall be elected for a term of three years.

Section 3

The officers shall be elected by a ballot sent to the general membership.

Section 4

The duties of the officers shall be those which appear in the list of job descriptions for such officers and other specific duties as the President and/or the Executive Board deem necessary for the effective functioning of the Association.

Section 5

Officers shall assume their offices at the conclusion of the annual Membership meeting at which their election is announced with the exception of the Treasurer who takes office at the end of the fiscal year, July 1 – June 30.

Section 6

If the President is unable, for any reason, to complete his/her term of office, the President-Elect shall assume this office. If the Secretary or the Treasurer shall be unable, for any reason, to complete his/her term of office, the President shall appoint a person to complete the unexpired term, with the approval of the Executive Board.

Section 7

The Association shall have an Executive Director appointed by the Executive Board and serve at its instruction. The term of appointment shall be three (3) years. The Executive Director’s contract shall be executed and signed by the President and Treasurer or other designated officers within 90 days of the contract expiration date. A performance review shall be held annually. The Executive Director shall provide for the guidance and continuity of the Association by performing the daily and yearly routines of the Association. The Executive Director shall receive a stipend and have an expense account as provided in the annual budget.

Section 8

No officer of the Association elected by the membership shall serve as an officer of NSTA at the same time they serve the Association.

top

Section 1

The Executive Board shall consist of the elected Officers and Regional Directors; Ex-Officio (Non-Voting) members shall be the NSTA President (or designee) and the Executive Director. Appointees and committee chairpersons shall serve as members of the Board of Directors and will meet with the Executive Board as non-voting members at Board meetings.

Section 2

The Executive Board shall be the governing body of the Association.

Section 3

The Executive Board shall meet twice annually, once at the time and place of the Annual NSTA Convention and once at a designated area NSTA convention or other site as determined by the President.

Section 4

The Executive Board shall set the annual dues for Active Members, Retired Members, Life Members, and Corporate Members.

Section 1

There shall be at least six (6) Regional Directors, each elected from geographic regions designated by the Executive Board.

A Regional Director shall be nominated and elected only by the members that reside in that region. Each candidate must also reside in the region from which they have been nominated. The membership chairperson's annual report will be reviewed by the Board to determine the equity of the NSELA region's state distribution.

Section 2

The term of office shall be three years. No Regional Director may serve more than one (1) elected term of three (3) years as a Regional Director.

Section 3

Officers and Regional Directors shall be elected by a ballot sent to the general membership no later than 60 days prior to the annual membership meeting.

Section 4

Regional Directors shall assume their offices at the conclusion of the annual Membership Meeting at which their election is announced. The duties of the Regional Directors shall be those which appear in the list of Job Descriptions and other specific duties as determined by the President and/or the Executive Board.

Section 5

Implementation of the changes in regions shall become effective at the Annual Membership Meeting.

Section 6

Two Regional Directors shall be elected each year in the following manner:

Regions A and C

Regions B and E

Regions D and F

Section 7

In case the Regional Director is unable, for any reason, to complete his/her term of office, the President shall appoint a person to complete the unexpired term, with a simple majority approval of the Executive Board. The appointee shall reside in the region in which the vacancy occurs.

top

Section 1

There shall be an Annual Membership Meeting of the Association at the time and place of the Annual NSTA Convention.

Section 2

Other meetings may be held as decided by the Executive Board.

Section 3

All meetings of the Association are open to persons interested in science education.

Section 1

The President or his/her designee shall serve on the Council of NSTA, fulfilling all the responsibilities of Division Affiliate as identified in the NSTA Operating Policies, dated 1999.

Section 2

The President-Elect shall appoint annually a member of NSELA to serve on the NSTA Committee on Supervision.

Section 3

There shall be an Election Committee composed of a Chairperson, President, Past President, and the Regional Directors. The Election Committee shall prepare ballots with at least one candidate for each office and a write-in candidate. The Committee shall arrange that the ballots are distributed to all members at least sixty days before the Annual Membership Meeting; shall set a deadline for the return of ballots; shall report the results at the Annual Membership Meeting. The President-Elect and/or President shall notify all candidates of the results prior to the Annual Membership Meeting, and within a period of time to allow those elected to be present at the Annual Membership Meeting.

Section 4

Standing Committees may include: Affiliates, Awards, Professional Development, Finance, Membership, Position Statements, Public Relations, Multicultural, Publications, Elections/Nominations, Strategic Planning, Policy/Standard Operating Procedures and other committees determined by the Executive Board.

Section 5

Other committees and commissions may be established by the Executive Board to carry on special projects and activities as the need may arise. Members of such committees shall be appointed by the President, who shall serve as an ex-officio member. All members of such committees must be current members of NSELA.

Section 6

All committee chairpersons and appointees shall be non-voting members of the board of directors as set forth in Article V, Section 1.

Section 1

NSELA will recognize formal affiliation of other science leadership associations provided such associations recognize the principles of NSELA. The members of such associations should be members in NSELA. The President shall receive and the Executive Board must approve by majority vote all applications for affiliation by other science leadership associations to NSELA. Appropriate recognition of affiliation shall be made at the Annual Membership Meeting.

Section 1

A simple majority of voting members of the Executive Board shall constitute a quorum for the transaction of business by the Executive Board.

Section 2

Meetings of the Executive Board, other than those held at the Annual Membership Meeting, may be called by the President.

Section 3

Robert's Rules of Order, Revised shall govern the conduct of all meetings of the Association.

top

Section 1

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (1) by an Association exempt from Federal income tax under section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue law) or (b) by any Association contributions to which are deductible under section 170(c)(2) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue law.)

Section 2

Upon the dissolution of the Association, the Executive Board shall, after paying or making provisions for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purpose of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

This Association complies with the Title VI of the Civil Rights Act of 1964. It also complies with Title IX.

Section 1

Proposed amendments to the Bylaws of this Association may be proposed by the Executive Board or any group of fifteen members at the annual meeting.

Section 2

Said proposals are to be presented at the annual meeting by the Secretary.

Section 3

Proposed amendments shall be submitted to all members for vote by the Secretary within ninety days after the Annual Membership Meeting. Said votes shall be called for and counted by the Secretary one hundred and twenty days after the Annual Membership Meeting.

Section 4

An amendment shall be enacted if two thirds of the votes are in favor of the amendment.

Section 1

Right to Indemnification

NSELA shall indemnify any officer who was or is a party or 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 such person is or was an officer of NSELA, or while an officer of NSELA is or was serving at the request of NSELA as an officer or employee of another organization or another corporation, partnership, joint venture, trust or other organization or another enterprise including an employee benefit plan or is or was an administrator, trustee of other fiduciary of one or more of such employee benefit plans of NSELA or another organization as may or have been in effect, against expenses (including attorney's fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by such person in connection with such action, suit or proceeding, whether or not the indemnified liability arises or arose from any threatened, pending, or completed action by or in the right of the Corporation to the extent that such person is not insured or otherwise indemnified and the power so to indemnify has been or continues to be granted by statute, and is not otherwise prohibited by applicable law.

Section 2

Advance of Expenses

NSELA shall pay expenses incurred by an officer and may pay expenses incurred by any employee or member of the staff in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by NSELA.

Section 3

Procedure for Determining Permissibility

To determine whether an indemnification or advance of expenses under this Article XIV is permissible, the Board, by a majority vote or a quorum consisting of trustees not parties to such action, suit or proceeding may, and on request of any person seeking indemnification or advance of expenses shall be required to determine in each case whether the applicable standards in any applicable statute have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, a majority vote of a quorum of disinterested directors so directs, provided that if there has been a change in control of NSELA between (i) the time of the action or the failure to act giving rise to the claim for indemnification or advance of expenses, and (ii) the time such claim is made, then at the option of the person seeking indemnification or advance of the expense, the permissibility of indemnification or advance of expenses shall be determined by independent legal counsel.

Section 4

Contractual Obligation

The obligations of the Corporation to indemnify an officer under this Article XIV, including the advancement of expenses when so determined, shall be considered a contract between NSELA and such officer, and no modification or repeal of any provision of this Article XIV shall affect, to the detriment of the trustee, such obligations of NSELA in connection with a claim based on by act or failure to act occurring before such modification or repeal.

Section 5

Indemnification not Exclusive

The foregoing indemnification and advancement of expenses shall not be deemed exclusive of any other rights to which one indemnified may be entitled, under any agreement, vote of, officer or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of heirs, executors and administrators of any such person.

Section 6

The Board of NSELA shall have power to (a) authorize NSELA to purchase and maintain, at NSELA's expense, insurance on behalf of NSELA and on behalf of others to the extent that power to do so has been or may be granted by statute, (b) create any fund of any nature, whether or not under the control of an officer, or otherwise secure any of its indemnification obligations, and (c) give other indemnification to the extent not prohibited by statute.

top