By-Laws – THE HEADS NETWORK

THE HEADS NETWORK, INC.

BYLAWS

ARTICLE I. STATEMENT OF PURPOSE (Mission)

The Heads Network, Inc. (the “Heads Network”) promotes active collaboration and professional growth for inde- pendent school heads and leaders who are committed to the education of girls and advancing women’s leadership. Programs include an Annual Conference in a unique venue, mentoring seminars for aspiring women leaders, and professional networking for all member schools.

ARTICLE II. MEMBERSHIP

SECTION 1 – MEMBER CATEGORIES.

The Board of Trustees may establish additional categories and criteria for membership from time to time. Membership dues shall be in the amounts and due as determined by the Board of Trustees. The Heads Network shall have the following membership categories. School Members and eligible Affiliate Members shall collectively be referred to as the “Voting Members.”

A. SCHOOLS. Schools applying for membership in The Heads Network should be members of the National Association of Independent Schools (NAIS), the Canadian Independent Accredit- ed Schools association, or be currently accredited by one of the member NAIS accrediting bodies or by one of the six federally recognized school/college accrediting bodies. Eligible schools may become members of The Heads Network by completing an application form, paying annual dues and being approved by the Board of Trustees. School Members shall have the right to vote on issues presented to the membership for a vote.

  1. PRINCIPAL MEMBER. The head or chief executive officer of any eligi- ble independent school in the United States, its territories, or Canada, may hold Principal membership as the representative from that School Member. Principal Members are expected to attend at least one The Heads Network conference every three years.
  2. SECOND MEMBER. Member Schools may have an additional individual named as a Second Member in addition to the Principal Member. Second Members may vote on behalf of the School Member only in the absence of the Principal Member.

B. AFFILIATE MEMBER. Any individual who was formerly a Principal Member who no longer is head of a Member School, or who becomes an employee of a school not eligible for membership, may become an Affiliate Member. An Affiliate Member shall receive all notices but shall not be eligible to vote on matters presented to the voting membership unless also then serving on the Board of Trustees. Only an individual who served as a School Member’s Principal Member shall be eligible for Affiliate Membership upon leaving his/her school. Former Principal Members who change positions to head non-member schools eligible for Heads Network membership may become Affiliate Members, but must bring their new school into membership within two years.

C. HONORARY MEMBER. Honorary members may be elected by the Heads Network mem- bership upon nomination of the Board of Trustees. Honorary Members may not vote on issues put to the membership unless the Honorary Member is also then serving on the Board of Trustees. Honorary Members owe no dues to the Heads Network.

SECTION 2 – TERMINATION OF MEMBERSHIP. Membership in the Heads Network shall be sus- pended or terminated if a member does not pay all required membership dues, in full, by the due date established by the Board of Trustees, pursuant to procedures established by the Board of Trustees, which shall at a minimum in- clude written notice to the member of past due payments and sixty (60) days in which to submit such payments be- fore termination proceedings are commenced. Termination of membership shall not extinguish such members’ fi- nancial obligations to the Heads Network incurred prior to termination.

SECTION 3 – MEMBER NOTICE, QUORUM, AND VOTING.

  1. NOTICE. Notice of any meeting of the Voting Members shall be received by each member by mail, overnight courier, electronic mail, or other mode of written transmittal, not less than ten (10) days and not more than sixty (60) days before the date set for such a meeting, and must include the time, date, place, and purpose of such meeting.
  2. WAIVER. Voting Members may waive notice of any meeting through attendance at such meeting.
  3. QUORUM. A Majority of Voting Members represented at a meeting in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the Head Network’s Voting Membership. Votes issued by proxy shall count towards a quorum.
  4. MANNER OF ACTING. The act of a majority of the Voting Members present at a duly called meeting of the Voting Members at which a quorum is present shall be the act of the voting membership, except as otherwise provided by the Act, the Articles of Incorporation, or these Bylaws.
  5. WRITTEN CONSENT. Any action of the Voting Members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the Voting Members, subject to the same quorum and notice requirements as a meeting held in person. The action must be evidenced by one or more written consents describing the action taken, dated and signed by approving Voting Members, and delivered to the Chair. Written consents must be returned within ninety (90) days of distribution, provided that the Heads Network may specify a short- er time period to return such written consents in the distribution thereof. Within thirty (30) days of authorization of an action by written consent, notice and a description of such action so taken must be provided to all Voting Members.
  6. PROXY VOTING. Any Voting Member may authorize another Voting Member to vote on the Voting Member’s behalf. Such authorization shall be signed by the respective Voting Member and returned by mail, fax, or electronic mail to the Secretary of the Heads Network. In addition, the authorization may be returned without a written signature and submitted by other means of electronic transmission if it can be reasonably determined that the electronic transmission was authorized by the Voting Member.

SECTION 4 – ANNUAL MEMBER MEETING. The Heads Network membership shall hold its annual meeting in the first three (3) calendar months of the year, at a time and place to be determined by the Board of Trustees. In the event the annual member meeting is not held, the Chair may call a special meeting of the Heads Network membership, and any action taken at such meeting shall have the same effect as if taken at the annual member meeting.

ARTICLE III. BOARD OF TRUSTEES

SECTION 1 – GENERAL POWERS. The business and property of the Heads Network shall be managed by a Board of Trustees (historically called “The Council”) who may exercise all the powers of the Heads Network which are not expressly reserved to the Voting Members by law or these Bylaws.

SECTION 2 – COMPOSITION. The Board of Trustees shall be self-perpetuating with Board nominations proposed by the Voting Membership and shall consist of no fewer than ten (10) and no more than fifteen (15) Trustees. Individuals eligible to serve on the Board of Trustees include any Principal, Affiliate, or Honorary member of the Heads Network, but individuals holding Affiliate or Honorary Membership shall compose less than one-fourth of individuals then serving on the Board of Trustees. The Executive Director shall serve as an ex officio nonvoting member of the Board of Trustees.

SECTION 3 – TERM OF OFFICE. A Trustee shall serve for a term of three years and may be elected to serve a second three-year term. At the discretion of the Board, the outgoing Chair, Secretary, and Treasurer shall be eligible to serve on the Board of Trustees for one year after their service as an officer has ended. In order to provide for continuity in succession planning for Trustees, the Governance Committee may make a recommendation to be approved by the Board of Trustees to extend the term of one or more Trustees on a case-by-case, as needed basis.

SECTION 4 – QUORUM. At any meeting of the Trustees, a majority of the Trustees then in office shall constitute a quorum for the transaction of business, but a lesser number may without further notice adjourn the meet- ing to another time. At any meeting of the Trustees at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law or these By-laws. Any action by the Trustees or any committee may be taken without a meeting if a written consent thereto is signed or emailed by a majority vote of the Trustees or majority vote of the applicable committee(s) and filed with the records of the meet- ings of the Trustees. Such consent shall be treated for all purposes as a vote at a meeting.

SECTION 5 – REMOVAL AND VACANCY. A trustee may be removed, with or without cause, upon the affirmative vote of not less than a majority of the Board of Trustees other than the Trustee who is being voted upon. A Trustee may resign at any time by giving written notice to the Board of Trustees, the Chair, or the Secretary. Un- less otherwise specified in the notice, the resignation shall take effect upon the receipt thereof by the Board of Trustees or such officer and the acceptance of such resignation shall not be necessary to make it effective. Any va- cancy occurring in the Board of Trustees or in an officer position may be filled by the Board of Trustees by a majori- ty vote at a regularly scheduled meeting at which a quorum is present.

SECTION 6 – REGULAR BOARD MEETINGS. The Board of Trustees shall meet twice per calendar year, once between October and December at a time and place to be determined by the Board of Trustees and once prior to the beginning of the Heads Network’s Annual Conference.

NOTICE. Regular meetings of the Board of Trustees may be held with thirty (30) days’ no- tice of the agenda, date, time, place, or purpose of the meeting. Special meetings of the Board of Trustees must be preceded by at least two (2) days’ notice of the agenda, date, time, and place of the meeting. Any Trustee may waive notice of any meeting before, at (through atten- dance), or after such meeting.

QUORUM. The majority of the number of Trustees in office shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees.

MANNER OF ACTING. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Trustees present at a duly called meeting of the Board of Trustees shall be the act of the Trustees.

WRITTEN CONSENT. Any action required or permitted to be taken at a Board of Trustees’ meeting may be taken without a meeting if the action is taken by all members of the Board of Trustees. The action must be evidenced by one or more written consents describing the action taken and signed by each Trustee. Action taken under this Section is effective when the last Trustee signs the consent, unless the consent specifies a different effective date.

SECTION 7 – SPECIAL MEETING. If an annual or organizational conference is not held in accordance with the foregoing provisions, a special meeting of the Board may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the Board of Trustee meeting. The Chair may call a special Board meeting as needed to handle the business of the Heads Network.

ARTICLE IV. EXECUTIVE DIRECTOR

The Board of Trustees shall appoint an Executive Director, whose duties and responsibilities shall be ap- proved by the Board of Trustees. The Executive Director shall be invited to attend and participate in all standing and special committees and meetings of the Board, except when the Board enters executive session. The Executive Di- rector shall have no voting powers. The Board of Trustees shall evaluate the Executive Director on an annual basis and shall approve her/his annual salary. The Board of Trustees shall also have the power to remove the Executive Director.

ARTICLE V. OFFICERS

SECTION 1 – OFFICERS AND TERMS. The officers of the Heads Network shall be a Board Chair, five regional Vice-Chairs, a Secretary and a Treasurer. Officer terms of office shall coincide with The Heads Network fiscal year, July 1 to June 30, unless otherwise specified by the Board of Trustees.

SECTION 2 – BOARD CHAIR. The Board Chair shall be elected by Board of Trustees for a term of three years and presented to the Heads Network membership at the Annual Business Meeting of the Annual Conference prior to the start of her/his term. The Chair shall preside at all meetings of the Heads Network and shall be Chair of the Board of Trustees and of the Executive Committee. The Chair shall have the option of participating in all stand- ing and special committees and of all conferences of the Heads Network. The Chair, or his/her deputy, shall repre- sent the Heads Network in all work with other organizations and at public meetings and conferences. It shall be the duty of the Chair to work with the Program Committee in preparing the program for the annual conference.

SECTION 3 – REGIONAL VICE-CHAIRS. The regional Vice-Chairs shall be elected by the Board of Trustees for terms of three years. The further duties of the regional Vice-Chairs shall be (1) to keep informed, and to advise the Board of Trustees as to the activities of regional educational agencies and any developments which may have an effect on educational policies and practices within the region; (2) to be responsible for carrying out the poli- cies and plans of the Heads Network in their region, and (3) to carry on an active membership campaign within their region.

SECTION 4 – SECRETARY. The Secretary shall be elected by the Board of Trustees for a term of three years. It shall be the duty of the Secretary to perform such duties as the Board of Trustees may direct including being responsible for preparing minutes of the Board of Trustees’ and members’ meetings, and to keep a complete record of the meetings of the Board of Trustees and the members’ meetings, and authenticating records of the Heads Net- work.

SECTION 5 – TREASURER. The Treasurer shall be elected by the Board of Trustees for a term of three years. It shall be the duty of the Treasurer to oversee all financial operations of the Heads Network and give an ac- count thereof, which shall have been audited by an accounting firm.

SECTION 6 – RESIGNATION AND REMOVAL. An officer may resign at any time by delivering no- tice to the Heads Network. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Heads Network accepts the future effective date, the Board of Trustees may fill the pending vacancy before the effective date if the Board of Trustees provides that the successor does not take office until the effective date of the pending vacancy. The Board of Trustees may remove any officer at any time with or without cause.

ARTICLE VI. COMMITTEES

SECTION 1 – DELEGATED AUTHORITY. The Board of Trustees, by resolution adopted by a majority of the entire Board, may create committees of the Board, which Committee, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees. However, the Board of Trustees shall not have author- ity to delegate the following matters:

a. Approving or recommending to members actions or proposals required to be approved by members; b. Filling vacancies on the Board of Trustees or any committee of the Board; or
c. Amending or repealing the By-Laws or the adoption of new By-Laws.

SECTION 2 – EXECUTIVE COMMITTEE. The Executive Committee shall consist of the Chair, the Secretary, the Treasurer, and one at-large member of the Board of Trustees. The Executive Committee shall exercise all authorities expressly delegated by the Board of Trustees, subject to the limitations set forth in Article VI, Section 1.

SECTION 3 – CORPORATION COMMITTEES. The Chair shall, with the approval of the Trustees, appoint a Governance Committee consisting of more than one Trustee. Such committee shall serve as a nominating committee with responsibility for presenting a proposed slate of Trustees and Officers. The Chair shall, with the approval of the Trustees, appoint a Finance Committee, which will oversee the financial matters pertaining to the Heads Network including the budget, investments, and expenses. The Finance Committee will recommend the Annual Budget for approval of the Board of Trustees. The Chair shall, with the approval of the Trustees, appoint an Audit Committee to review the annual audit and recommend for approval by the Board of Trustees. The Chair shall, with the approval of the Trustees, appoint an Annual Conference Committee to direct the planning of the Annual Conference. The Chair shall, with the approval of the Trustees, appoint a Leadership Seminar Committee to organize the bi-annual Seminars and make an annual report to the Trustees. The Chair may, with the approval of the Trustees, appoint other ad-hoc committees or task forces, as needed, to deal with matters of importance to the Heads Network or the Board of Trustees.

SECTION 4 – MEETINGS; NOTICE; QUORUM, AND MANNER OF ACTING. The requirements for meetings, notice and waiver of notice, quorum and voting requirements of the Board of Trustees, shall apply to Committees and their members as well.

ARTICLE VII. CONFERENCES

SECTION 1 – ANNUAL CONFERENCE. The Heads Network shall hold its annual conference at a time and place to be determined by the Board of Trustees.

ARTICLE VIII. FISCAL YEAR AND DUES

An annual fee for school and affiliate memberships in the Heads Network shall be due at the beginning of the fiscal year, the amount of such fee to be determined by the Board of Trustees. Payment of dues for the current year shall be necessary for members to have the privileges of attending the Annual Conference. Any members whose dues are unpaid January 1 of the billing year may be dropped from membership, but may be reinstated by so apply- ing to the Executive Director and paying the dues owed.

ARTICLE IX. PROCEEDINGS

The Proceedings of the Annual Conference shall be made available to each member of the Heads Network.

ARTICLE X. AMENDMENTS

These Bylaws may be amended or repealed, in whole or in part, by a two-thirds (2/3) vote of the Board of Trustees.

Revised February 2017

 

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