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Proposed Revisions to Constitution & By-Laws

PENDING APPROVAL:  CO ASCD Constitution, Article XI, Section 2:

All members must have access to, and opportunity to give feedback on any proposed changes to governing documents for a minimum of thirty (30) days prior to a vote by the board of directors. All feedback will be read and recorded in the minutes prior to the vote of the board, and members are invited to attend the board meeting to make public comments.

Please review the recommended changes below. If you have questions or would like to give feedback to the board prior to a vote to adopt these recommendations, please click on the link below to email the Executive Director, Nancy White, no later than [DATE].

Members are invited to attend the CO ASCD Virtual Board meeting on Sunday, [DATE] if you would like to ask questions or share feedback regarding the recommended changes prior to the vote.  Please indicate this in your email to the Executive Director and the meeting link and agenda will be forwarded to you.

Recommended Revisions to the CO ASCD Constitution

Please review the recommended changes below.

Article 1:
Name & Affiliation

Add the underlined: The name of the organization shall be CO ASCD. This Association shall be affiliated with ASCD International (ASCD) and operate within the dictates of the signed ASCD Affiliation agreement.

Article II: Purpose, Section 1

The mission of COASCD is to unite and influence the educational community to promote excellence in teaching and learning.

Article II: Purpose, Section 2

The vision of COASCD is supporting growth, voice and success for each Colorado learner. 

Article II: Purpose, Section 3

Add the underlined: This is a statement of both purpose and standards, and neither restricts nor limits the general powers of this Association.  All activities shall be conducted in a manner consistent with the requirements of the Internal Revenue Code and regulations relating to organizations described in Section 501 (c)(3) of the Code, as now or hereafter amended, and by the office of the Secretary of State of Colorado.

Article V: Membership Dues

Add the underlined: The annual dues for all members of CO ASCD shall be established by the Board of Directors no later than May 1, annually.

Article VI: Officers

Add the underlined: The officers of CO ASCD shall be President-Elect, President, Past-President, Secretary and Treasurer. The officers are members in good standing of the parent organization.

Recommended Revisions to the CO ASCD By-Laws

Please review the recommended changes below.

Article V Meetings, Section 1

CO ASCD shall hold at least one general membership meeting annually at a place approved by the Board of Directors. Members of the Colorado ASCD shall receive at least 30 days notification of such meeting. 

Article V: Meetings, Section 2

Add the underlined: The President shall call a meeting of the Board of Directors at the time of the annual meeting of the general membership.

Article VI: Quorum

Add the underlined: The seating of ASCD members in attendance at the annual general membership meeting shall constitute a quorum for the transaction of business. A simple majority of members of the Board of Directors shall constitute a quorum of the board. Meetings may be called by any officer of the Association as the welfare of the CO ASCD may indicate. 

Also add this verbiage: In order to make changes to the affiliate governing documents, the board of directors shall publicly post proposed changes at least thirty (30) days prior to a vote of the general membership to receive input on the recommended changes prior to conducting a vote. Proposed changes must pass by at least a simple majority of all votes tabulated.

Article VII: Elections, Section 1

Add the underlined: Officers for CO ASCD shall be appointed by a simple majority of the board of directors as follows:
A. a nominating committee appointed by the President and approved by the Board of Directors shall request input from the general membership for nominations and create the slate of nominees for board consideration;
B. the board of directors will select new board members from the slate of nominees provided not later than April 30 of any given year;
C. the persons receiving the largest number of board votes for each respective office shall be declared elected immediately and shall take office July 1 following the election, and will end June 30 of the year their term ends; 
D. the President-Elect shall be installed as President at the first meeting of the Board of Directors in the new affiliate year;
E. In the event of a board vacancy during any given year, the board may appoint a member to serve out the remainder of the term until the end of the term; and
F. a tie vote for any office shall be resolved by the President of the Board of Directors declaring the winner.

Article IX: Executive Director, Subsection e

Add the underlined: The Board of Directors shall conduct an annual evaluation of the executive director's performance. The purpose of the evaluation is to provide affirming and corrective feedback for the purpose of decisions about contract continuation or dismissal. The board of directors retains the authority to provide appropriate compensation to the executive director, based on the results of the annual evaluation and the financial status of the organization.

Article X: Duties of the Board of Directors and Executive Committee

Section 1. The Board of Directors, Subsection m
Add the underlined: The Board of Directors shall appoint a financial audit committee that will return an audit report at least one month prior to the next fiscal year’s budget proposal.  

Article XV: Code of Ethics

• Duty of Care: taking reasonable precaution when making decisions for your organization.
• Duty of Loyalty: acting in the best interests of your organization.
• Duty of Obedience: performing in accordance with your organization’s governing documents.
• Duty of Recusal: standing aside when there is a conflict of interest as an officer of the board.

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