sera_by19.docx 11/1

	Bylaws of the
	Southwest Educational Research Association
	as Last Amended 2019

ARTICLE I -- Name and Governing Authority

Section 1. Name. The Association shall be known as the Southwest Educational Research Association.

Section 2. Governing Authority. The Association shall be governed by these bylaws as amended from time to time in accordance with the provisions hereof.

Section 3. Purpose. The Association is organized exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) or the Internal Revenue Code of 1954 (or for the corresponding provision or any future United States Revenue Law).

ARTICLE II -- Membership

Section 1. Classes of Membership. Membership in this Association shall be divided into two classes: Active Members and Students.

Section 2. Voting Members. Both Active Members and Students may vote.

Section 3. Membership Dues. Membership dues shall be sent to the person designated by the SERA Board, who shall accept and process them.

Section 4. Membership Year. The membership year shall be established by the Association Board.

Section 5. Termination and Reinstatement of Membership.
	(a) Failure to pay dues. Failure of a member to pay dues for any membership year by a date to be fixed by the Association Board automatically terminates membership. Upon request and payment of current dues, anyone whose membership has been automatically terminated for non-payment of dues may be reinstated by the Association.
	(b) Removal for Cause. If continued membership of any person is believed to be contrary to the interests, purposes or ethical standards of the Association, the Association Board shall appoint a special committee and delegate to it the conduct of investigations and hearings. Before final action is taken to terminate membership, the member shall be given an opportunity for defense. Membership may be terminated by a two-thirds vote of the Association Board. The office(s) of any appointed or elected Board member who is removed from the Association membership also shall immediately thereafter be deemed vacant.

ARTICLE III -- Officers, Nominations, Elections

Section 1. Elected Officers. The elected officers of the Association will be President, President‑Elect, Past President, Secretary, nine Board Members At Large, and a Student Representative.

Section 2. Appointed Officers.
 (a)	The appointed officers of the Association will be the Historian, the Information Technologist, the Treasurer, and the Executive Director. The Association Board at its discretion may leave only one or both of the two appointed offices of Historian and Information Technologist vacant. 
 (b)	Appointed officers shall be non‑voting members of the Association Board.
 (c)	The Association Board may conduct a vote of no confidence in any appointed officer at any time.
 (d)	The officer in question can be removed from office immediately by a three‑fourths vote of the voting members of the Association Board.
 (e)	In order to insure orderly successions, the Association Board may appoint a Deputy Historian, a Deputy Treasurer, and/or a Deputy Executive Director, each of whom shall be non‑voting members of the Association Board, unless also holding an elected office. If an appointed office becomes vacant, the Deputy for that office, if any, shall automatically ascend to the higher related office for an initial term of two years.

Section 3. Qualifications. Only Active Members of the Association may hold elective offices other than the office of Student Representative.

Section 4. Terms.
 (a)	The terms of the President, President‑Elect, the Past President, and the Student Representative shall be one year. The term of office for the Secretary and Treasurer shall be two years. The term of office for all Board Members at Large shall be three years with three persons being elected every year on a staggered basis.
 (b)	The Board shall determine the term of office for the Executive Director and Historian at the time that appointments are made to either office.

Section 5. Nominations and Elections.
 (a)	Elected officers of the Association shall be chosen by ballot of the voting members of the Association.
 (b)	Following the Annual Meeting, the Executive Director or the delegate thereof will request written nominations from the membership to be received no later than 200 days after the Annual Meeting. 
 (c)	The Association Board attending the fall planning meeting acting as the Nominating Committee shall approve nominations and ascertain the availability of the nominees for office, no later than November 15th.
 (d)	The Executive Director or the designee thereof shall prepare a ballot including all duly nominated candidates and shall distribute the ballot to each voting member of the Association.
 (e)	At least 15 days shall elapse between the distribution of election ballots to members and the deadline for the receipt of the votes by the Executive Director of the Association. The date for the return of ballots shall be at least 10 days prior to the Annual Meeting.
		Campaigning by or on behalf of a candidate for SERA office is discouraged. The focus of voting decisions is expected to be on the candidates' official written ballot statements (e.g., history of past contributions, visions). Furthermore, candidates and candidate supporters who have access to SERA data (e.g., SERA membership rosters, e-mail lists) are expressly prohibited from using these resources to campaign. Members should promptly report any violations to the SERA Executive Director.
 (f)	Members shall vote using the Hare voter preference system in which nominees for a given office are rank-ordered by each voter. A nominee for an office in which a single candidate will be elected is selected upon obtaining a majority of all active votes. Nominees for offices in which multiple candidates will be elected will be progressively eliminated one at a time until the desired quota of elected officers is achieved.
 (g)	The Executive Director and their designee shall be responsible for counting the ballots. The Executive Director shall promptly disseminate the results to the membership. In case of a tie, the election shall be settled by lot by the Executive Director, with the candidates participating.

Section 6. Vacancies.
 (a)	When a vacancy in the Office of President occurs earlier than six months after assuming office, the Board shall elect a Board Member at Large who shall succeed, and the term of office as President shall end at the expiration term of the original President.
 (b)	When a vacancy in the office of the President occurs later than six month after assuming office, the President Elect shall become President and remain in office until the end of the term to which normal succession would occur.
 (c)	If any officer is unable or fails to perform duties satisfactorily over a period of time, the Association Board is authorized to declare the office vacant and arrange for the duties of the office to be performed. The Association Board also has the authority to take other reasonable steps to preserve intact the offices of the Association, and to maintain the continuity of the Association's operation. 
 (d)	Any voting member of the SERA Board may move to vacate an association office. However, given the existential importance to SERA of the Annual SERA Conference, and the Annual Conference Program, the Executive Director may at any time move to vacate the office of President-Elect/Program Chair, if in the Executive Director’s view the President-Elect/Program Chair is unable or has failed for whatever reason to perform the duties of that office, and that motion shall be always deemed seconded and will immediately be laid upon the table for the Board’s timely vote. Whenever any motion is made to vacate any office, regardless of who makes and if necessary seconds the motion, when the Board is physically sitting together with a quorum, the motion to vacate the office shall be deemed passed if at least 60% of the voting members who actually vote have voted by secret written ballot in support of the motion. Whenever any motion is made to vacate any office, regardless of who makes and if necessary seconds the motion, when the Board is not physically sitting together, the motion to vacate the office shall be voted on by voting-eligible Board members either by (1) written ballot sent by voters to the Executive Director by postal mail by the deadline promulgated by the Executive Director, or (2) a web-based survey, as determined solely by the Executive Director; the motion shall be deemed passed if at least 60% of the voting-eligible members who vote have voted in support of the motion. Votes by postal mail shall be submitted unsigned, but in envelopes bearing the name and address of the voter, and bearing the signature of the voter on the outside flap of the return envelope.
ARTICLE IV -- The Association Board

Section 1. Membership. There shall be an Association Board consisting of the elected officers specified in Article III. Section 1., the Student Committee Chair elected by the Student Members, and as non-voting members the appointed officers specified in Article III. Section 2.

Section 2. Duties. The Association Board shall be the legislative and policy‑determining body for the Association. It shall have power to direct and review the general affairs of the Association within the limits set forth in these by-laws.

Section 3. Officers. The President shall be Chairperson of the Board. The President‑Elect shall be Vice-chairperson and shall serve as program chair for the annual meeting.

Section 4. Meetings.
 (a)	The Board shall hold at least two meetings each year, the time to be determined by the Board. The Board will normally meet immediately prior to the annual meeting of the Association and approximately four months prior to that meeting. The President may call meetings at other times and must call one upon petition of a majority of the voting Board Members.
 (b)	Fifty-one percent of the voting members of the Association Board shall constitute a quorum, and unless specified by these bylaws, decisions shall be made by a majority of those present.
 (c)	Any member of the Association may attend a Board meeting as an observer provided 30 days advance notice has been provided so that provision may be made for accommodation.
 (d)	Any Past President may attend a Board meeting as a participating but nonvoting member of the Board without advance notice.
 (e)	The Association Board may deliberate and, at the Board's discretion, conduct votes, via the Internet.

ARTICLE V -- Committees

Section 1. Committee Structure. The committee structure of the Association shall consist of (a) standing committees, (b) special task committees, and (c) annual committees.

Section 2. Standing Committees.
 (a)	Standing committees may be established or discontinued by the Association Board. Standing committees shall be appointed by the President.
 (b)	The duties of standing committees shall be described in a charge from Board, and may be revised from time to time by Board.

Section 3. Special Task Committees.
 (a)	Special committees may be established by the Association Board to carry out particular tasks as described in a charge from the Board. The Board may designate the term of special task committees when they are approved.
 (b)	Members for task committees shall be appointed by the President, and the committees shall be discharged when tasks assigned have been completed. Committees may be discharged earlier if, in the Board's judgment, they are not making substantial progress toward their purpose.

Section 4. Annual Committees. The President shall appoint any necessary annual committees for one-year terms.

ARTICLE VI -- Special Interest Groups

Section I. Organization. A group of 25 or more active members may petition the President to establish a Special Interest Group. Such groups may be instituted to facilitate the formation of groups of research specialists to increase the exchange of knowledge within these areas of interest. Each petition to establish a Special Interest Group must contain a title for the group and be accompanied by a description of the Purpose of the group. Petitions shall be processed and must be approved by a two-thirds vote by the Association Board.

Section 2. Officers. Each Special Interest Group shall have a Chair and a Secretary registered with the President-Elect.

Section 3. Bylaws. Special Interest Group Bylaws and activities may not conflict with the Bylaws of the Association. Power to determine whether conflicts occur rests with the Association Board.

Section 4. Termination. The Association Board may withdraw recognition of a Special Interest Group if its membership falls below the required number (25) of active members or for other good and sufficient reasons. Such action requires a vote of two‑thirds of members of the Association Board.

ARTICLE VII -- Publications

Section I. Policy. One of the principal means by which the Association accomplishes its goals is through publication. The Association shall therefore engage in the preparation, production, distribution, and financing of such occasional and regular publications as the Association Board shall determine.

ARTICLE VIII -- Finances

Section 1. Dues and Fees.
 (a)	Dues and special assessments for both classes of membership shall be established by the Association Board.
 (b)	The Association Board shall have authority to establish and collect fees for services rendered. Such authority shall include, but not be limited to, the levying of fees for admission to meetings, seminars, services rendered upon request to members and other interested parties. Payment of meeting registration fees shall not, however, be required for attendance at annual business meetings of the Association and its affiliates.

Section 2. Budget. The Association Board shall determine the fiscal period for the Association. Prior to expiration of one fiscal period, the Association Board shall provide for an operating budget for the next fiscal period. When approved, this budget shall govern financial commitments of the Association during the fiscal period concerned. The Treasurer shall furnish the membership with a report of the approved budget.

Section 3. Audit and Control. All receipts and disbursements shall be made only through bank accounts authorized by the Association Board. An annual audit will be made of all bank accounts and the treasurer's report at the fall planning meeting of the Executive Board by a committee composed of the President, the Treasurer, and one appointed member of the Board.

Section 4. Limitations. No part of the net earnings of the Association shall inure to the benefit of, or be distributed 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 Section 3 of Article I 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 bylaws, the Association shall not carry on any other activities not permitted to be carried on (a) by an organization 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 by (b) by an organization, 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 5. Dissolution. Upon the dissolution of the Association, the officers shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or organizations 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 Association Officers 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.

ARTICLE IX -- Meetings and Business

Section 1. Scheduling of Meetings. The Association Board shall have authority to set the time and place of meeting of the Association. On the petition of forty percent of the voting members the Association Board must call a meeting to be held within three months of the date of the petition. Any resolution passed at that meeting shall be submitted to the voting members for action.

Section 2. Annual Meeting. Except for sufficient reason, there shall be a convention of the Association each year. One session shall be arranged for Association affairs. As a forum for report and discussion of Association affairs at this meeting, agenda items shall be proposed for the next Association Board meetings.

Section 3. Notice of Meetings. Announcement of time and place of any meeting shall be made as far ahead as reasonably possible. In any case, notice shall be sent to each member at least three weeks in advance.

Section 4. Rules or Order. In all cases to which they apply and do not conflict with these bylaws, Roberts' Rules of Order (current edition) shall govern business meetings of the Association.

Section 5. Membership Approval. Items of business requiring the vote of members shall be transacted by mail or the Internet and must originate from the Board, except as provided for in Section 1 above. It shall also be in order for any member to introduce these items for discussion and reconsideration at the next succeeding business meeting of the Association. A majority vote of members present at the meeting shall be sufficient for resubmission to state their case. A summary of actions taken by the membership shall be included in the Annual Report by the Secretary.

ARTICLE X -- Amendments and Revisions

Section 1. Initiation. Amendments to or other changes in these bylaws may be initiated in either of the following ways:
 (a)	The Board may formulate proposals and submit them, with any arguments it chooses to the voting members for a vote.
 (b)	Any forty percent of the members may submit to the Board a proposed amendment or amendments in writing and signed by the sponsors. The Board shall then submit the proposed amendment with any arguments and recommendation by the sponsors and with the Board arguments and recommendation for or against, to the voting members of the Association for action.

Section 2. Adoption. Amendments may be acted on by the voting members of the Association. The Executive Director or the designee thereof shall send the proposed changes with explanations and arguments, a ballot, and a request for a vote to the voting members. At least 15 days must elapse between the date on which the proposal is distributed to the members and the date on which the vote is counted. An affirmative vote by two-thirds of the members returning ballots shall be sufficient for acceptance of an amendment. The Executive Director and their designee shall supervise the count and promptly publish the results to the membership. An amendment to the bylaws becomes effective immediately upon acceptance unless otherwise specified on the ballot.