The Bylaws of COSA
ARTICLE I – ESTABLISHMENT
Pursuant to Article XVI of the Constitution & Bylaws of the National School Boards Association (hereinafter referred to as the "NSBA"), a Council of School Attorneys (hereinafter referred to as the "COSA") is hereby created. COSA shall be organized and operated in accordance with these bylaws and the Constitution & Bylaws of the NSBA.
ARTICLE II – MISSION AND PURPOSES
The mission of COSA is to support school attorneys in their representation of public school boards by providing leadership in legal advocacy for public schools.
The purposes of COSA are:
- To provide a national forum for the discussion of legal issues and problems encountered by school attorneys in providing legal counsel, advice, and representation to school boards and school boards associations; and
- To promote and develop a closer relationship and better understanding between school attorneys and their clients, school boards and school boards associations; and
- To provide a means by which school attorneys can advocate on behalf of public schools; and
- To be the leader and nationally recognized educator, resource, and authority on school law.
ARTICLE III – MEMBERSHIP
Section 1 – Eligibility: Subject to the limitations of Article III, Section 2, membership in COSA shall be open to attorneys at law who are licensed to practice before the highest court of any state of the United States of America or before a court of record of the United States of America; and who are or have been within the immediate past two (2) years, attorney for one of the following:
- Any local public school district which is a member of a state school boards association affiliated with the NSBA; or
- A state school boards association affiliated with the NSBA; or
- Any public junior or community college which is a member of a state school boards association affiliated with the NSBA; or
- Any local public school district, state school boards association, or public junior or community college in a state in which there is no state or territorial school board or school boards association holding membership in the NSBA.
Section 2 – International Eligibility: Membership in COSA shall also be open to attorneys who are licensed to practice before the highest court of any province or state of their respective country or before a court of record of that country, and who are or have been within the immediate past two (2) years, attorney for one of the following:
- Any public school district or division which is a member of an NSBA International Partner; or
- An NSBA International Partner; or
- Any public school district or division in a country in which there is no NSBA International Partner, but there is a correlation between U.S. public schools and the educational system of that country.
NSBA International Partners may request affiliation of the official attorneys’ council in their jurisdiction. All other International memberships are individual.
Section 3 – Affiliated Membership: Subject to the criteria set out in Section 4 of this Article state councils of school attorneys (hereinafter referred to as “state council(s)”) may seek and secure affiliated membership with COSA as follows:
- State councils sponsored or recognized by a state school boards association affiliated with the NSBA may secure affiliated membership with COSA subject to approval by the COSA Board of Directors and upon the payment of dues for each member of the state council, the amount of which shall be determined by the COSA Board of Directors as provided in Article IV, Section 7 (b).
- State councils in a state in which there is no state or territorial school board or school boards association holding membership in the NSBA, may seek and obtain affiliated membership with COSA from the COSA Board of Directors, which may, at its option, choose to recognize such a state council (or councils) of school attorneys as an affiliated member.
The COSA Board of Directors has sole authority to grant and maintain the affiliate status of a state council, subject to the criteria set forth in Section 4 of this Article.
Section 4 – Affiliated Membership Criteria: Affiliated membership with COSA under the provisions of Section 3 of this Article must additionally conform to the following criteria:
- The entire membership of a state council must join COSA in order for the state council to secure affiliated membership.
- Membership criteria for the state council shall conform, at a minimum, to the eligibility requirements of Section 1 of this Article.
Section 5 – Individual Membership: School attorneys may seek and obtain individual membership with COSA subject to the eligibility requirements of Section 1 of this Article, except that in states where there are affiliated councils, individual membership will not be accepted unless this restriction is waived by the affiliated council in the state in which the school attorney seeking individual membership practices.
The COSA Board of Directors has sole authority to grant and maintain individual membership status, subject to the provision of this Section.
Section 6 – Dues: Subject to the limitations of Article III, Section 1-5, any eligible person may become a member of COSA through payment of dues each year, the amount of which shall be determined by COSA Board of Directors as provided in Article IV, Section 7 (b).
- Membership dues for individual members are payable on an annual basis.
- Affiliated councils may pay dues for their members at the beginning of each fiscal year or at the beginning of each calendar year, based on the accounting year of the affiliated council.
Section 7 – Fiscal Year: The fiscal year of COSA shall coincide with the fiscal year of the NSBA.
Section 8 – Voting Rights: Each member shall be entitled to one (1) vote in each matter requiring action by the COSA membership pursuant to these bylaws.
ARTICLE IV – GOVERNING AUTHORITY
Section 1 – Board of Directors: COSA shall have a Board of Directors (also referred to as the “COSA Board of Directors” throughout these bylaws) that shall consist of:
- Twenty-two (22) voting members, including the seven (7) COSA Officers and fifteen (15) Directors-at-Large; and
- Non-voting directors, the President of the NSBA, and the Executive Director of the NSBA or his or her designee.
The number of members of the COSA Board of Directors may be altered in accordance with Article VIII.
Section 2 – Officers: The officers of COSA shall be as follows:
- Chairperson - presides at all meetings of COSA and the COSA Board of Directors and shall be ex officio member of the Board of Directors of the NSBA. No member of COSA shall serve more than one (1) term in the office of COSA Chairperson, except otherwise provided in Section 6 (a) of this Article.
- Chairperson-Elect - assumes the duties of the Chairperson in the absence of or at the request of the Chairperson, chairs COSA’s program committee for the seminar coinciding with the next annual meeting at which the Chairperson-Elect becomes Chairperson, performs such other duties as assigned by the Chairperson, and automatically becomes Chairperson at the next annual meeting.
- Vice-Chairperson - serves as liaison to COSA Board committees, and performs such other duties as assigned by the Chairperson.
- Secretary - maintains a record of COSA proceedings, including COSA’s annual meeting and the COSA Board of Directors’ and Officers’ meetings, and performs such other duties as assigned by the Chairperson.
- The three most recent past chairpersons of COSA.
At each annual meeting of COSA, the membership shall elect the Chairperson-Elect, the Vice-Chairperson, and the Secretary at the same time they elect Directors-at-Large, in accordance with Article VI Section 1.
Section 3 – Nominating Committee: The nominating committee shall consist of the Chairperson and the three most recent past chairpersons of COSA. The nominating committee shall:
- Prepare a slate of nominees for Chairperson-Elect, Vice-Chairperson, and Secretary and the Director-at-Large positions which will become vacant at the annual meeting.
- Maintain a wide geographical and diverse representation on the COSA Board of Directors to ensure that the professional interests and concerns of all members are represented.
- Ascertain the availability and commitment of each person to serve prior to making its report at the COSA annual meeting.
Section 4 – Nominations: No nominations will be accepted from the floor.
- Nominations from the membership for Director-at-Large positions outside the yearly nominating committee process must be submitted in writing over the signature of ten (10) members and be delivered to the Chairperson at the NSBA headquarters no less than 30 calendar days prior to the COSA annual meeting.
- Self-nominations for Director-at-Large positions submitted outside the yearly nominating committee process must be submitted in writing and delivered to the Chairperson in the same manner as nominations from the membership.
- Nominations for Officer positions shall be submitted by the members of the nominating committee.
Section 5 – Terms of Office: The term of office for each COSA Officer and Director at-Large shall be as follows:
- The term of office for each Officer shall be one (1) year, except as otherwise provided in Section 6 (a) and (b) of this Article
- The term of office of each Director-at-Large shall be two (2) years.
No Director-at-Large may serve more than two (2) successive full terms.
The terms of Director-at-Large shall be staggered so that in each even-numbered year, eight (8) Directors-at-Large shall be elected; and in each odd-numbered year, seven (7) Directors-at-Large shall be elected.
Section 6 –Vacancies: Vacancies in an Officer or Director-at-Large position shall occur upon resignation by the individual holding the position, or that individual’s inability or incapacity to continue holding the position as determined by a majority of the COSA Officers, except that a vacancy in an Officer position can also occur as a result of the filling of another vacancy pursuant to Section 6(a)(i) of this Article.
- Vacancies in the Chairperson, Chairperson-Elect, Vice-Chairperson or Secretary Officer positions shall be filled for the remainder of the unexpired term as follows:
- When a vacancy occurs in the office of the Chairperson, Chairperson-Elect or Vice-Chairperson, the other officers shall move up in order of succession to the extent necessary to fill the vacancy. The officer(s) moving up in rank to fill a vacancy in the office of Chairperson, Chairperson-Elect, or Vice-Chairperson shall remain eligible to serve the full term they would have assumed in such office in accordance with the provisions of Sections 2(b), 3(a), and 4(c) of this Article and Article VI, Section 1.
- When a vacancy occurs in the Office of Secretary, the COSA chairperson shall appoint one of the three (3) most recent past COSA Chairpersons to fill the vacancy in the Office of Secretary for the remainder of the unexpired term in that position.
- The past chairperson appointed to fill a vacancy in the office of Secretary shall serve in a dual capacity fulfilling the functions of the COSA Secretary and his or her responsibilities as a member of COSA’s nominating committee, except that in all matters before the COSA Board of Directors, the Past Chairperson shall have only one vote instead of two.
- Vacancies in the COSA past chairperson officer positions shall be filled as necessary by the COSA Chairperson through appointment of another past chairperson.
- Vacancies in the Director-at-Large positions shall be filled through appointment by the COSA Chairperson for the remainder of the unexpired term.
Section 7– Powers and Duties of the Board of Directors: The COSA Board of Directors shall have the following authority and responsibilities:
- To conduct the business of COSA between annual meetings of the COSA membership;
- To fix membership dues and other charges in accordance with Article III, Section 6 and Section 8 of the Article;
- To amend these bylaws as set forth in Article VIII;
- To declare vacancies in Officer and Director-at-Large positions based on inability or incapacity to serve in accordance with Section 6 of this Article;
- To take all other actions necessary or convenient to the management of the affairs of COSA; and
- To review and recommend a COSA budget for each fiscal year during the annual COSA meeting.
Section 8 – Fiscal Authority and Control: All COSA funds shall be administered by the NSBA with its general funds and shall be subject to the fiscal policies of the NSBA.
Expenditures shall be made pursuant to the actions of COSA and accounted for through regular NSBA accounting procedures.
COSA Membership dues shall be subject to approval by the Board of Directors of the NSBA.
Section 9 – Powers and Duties of COSA Officers: During the interim between meetings of the COSA Board of Directors, COSA Officers shall have such powers of the Board of Directors as necessary to act on behalf of the COSA Board of Directors.
ARTICLE V – COMMITTEES
The COSA Chairperson may establish, abolish, appoint the membership of, and appoint the chairperson of any standing or ad hoc committee or subcommittee of the COSA Board of Directors. COSA shall annually publish a list of committees and committee chairpersons.
ARTICLE VI – MEETINGS
Section 1 – Annual Meeting: The annual meeting of the COSA membership shall be held during the annual convention of the NSBA.
At each COSA annual meeting, the membership shall:
- Elect the Chairperson-Elect, the Vice-Chairperson, the Secretary and Director-at-Large; and
- Approve bylaw amendments as set forth in Article VIII.
Section 2 – COSA Board of Directors Meetings: The COSA Board of Directors shall meet at least once a year during the annual convention of the NSBA. Additional meetings of the COSA Board of Directors may be called by the COSA Chairperson or any five (5) voting members of the COSA Board of Directors.
At least seven (7) days’ written notice of all meetings shall be given to each member of the COSA Board of Directors.
Section 3 – COSA Officers Meetings: COSA Officers may meet, at the call of the Chairperson.
Section 4 – Quorum: The following quorum requirements shall apply:
- Annual Meeting - Those members in good standing who attend the COSA annual meeting shall constitute a quorum for the purposes of electing Officers and Directors-at-Large of the COSA Board of Directors and for transacting other COSA business requiring a vote of the membership. COSA members shall not be permitted to vote by proxy.
- COSA Board of Directors Meetings - Twelve (12) voting members of the COSA Board of Directors shall constitute a quorum, provided that the COSA Board of Directors may act by mail ballot or poll conducted by electronic means or by telephone. All members of the COSA Board of Directors shall be given notice and a reasonable opportunity to respond to polls and mail ballots. No action shall be taken pursuant to electronic or telephonic poll or mail ballot unless at least twelve (12) voting members of the COSA Board of Directors respond. Members of the COSA Board of Directors shall not be permitted to vote by proxy.
- COSA Officers Meetings - Four (4) COSA Officers shall constitute a quorum, provided that the COSA officers may act by mail ballot or poll conducted by electronic means or by telephone. All COSA Officers shall be given notice and reasonable opportunity to respond to polls and mail ballots. No action shall be taken pursuant to a poll or mail ballot unless at least four (4) COSA Officers respond. COSA Officers shall not be permitted to vote by proxy.
ARTICLE VII – ASSETS AND DISSOLUTION
COSA shall be part of and incorporated with the assets of the NSBA and shall be subject to the provisions of the Constitution and Bylaws of the NSBA with regard to dissolution and distribution. In no event shall any of the assets of the COSA inure to the benefit of any COSA member.
ARTICLE VIII – AMENDMENTS
Amendments to these bylaws may be adopted by the COSA Board of Directors, subject to the approval by the COSA membership at the subsequent COSA annual meeting.
- All amendments to these bylaws, except any amendment which would alter the number of members of the COSA Board of Directors and the dues structure, shall be effective pending their approval by the membership.
- Amendments to the membership dues shall be effective upon approval by the Board of Directors of the NSBA as set forth in Article IV, Section 8.
Reviewed and approved by the NSBA Board December 5, 2017.