ARSA Bylaws

Revised September 2023

Article 1: Name and organization

Section 1: The association shall be known as the Arizona Rural Schools Association (ARSA)

Section 2: The association may maintain an official partnership with the Northern Arizona University.

Section 3: The Executive Board shall establish a policy setting forth the criteria to be used as a basis for affiliation with the National Rural Education Association (NREA).

Section 4: The Association shall be governed by by-laws adopted and amended by the voting membership.

Section 5: The implementation of the by-laws, Policies and Programs shall be under the direction of     the Executive Board.  The Executive Board shall have the authority to make interim decisions on behalf of the Association with the exclusion of electing a slate of officers.

Section 6: The Association shall consist of a general organization of members and such divisions as may be established to serve the specialized interests of member groups.  Policies and Programs for such divisions shall be controlled by the Executive Board.

Article 2: Purposes and Goals

Section 1: The purpose of the Association shall be to establish a focus on the needs and concerns unique to education in a rural school district, to provide a forum for discussion and resolution of those needs and concerns, to present a unified voice to rural education in Arizona, and to protect and articulate the interests of rural districts who otherwise have little or no voice in state level decision making.

Section 2: The goals of the organization shall be:

  1. To promote communication, sharing of best practices, solutions and strategies aimed at enhancing the quality of education delivered among the rural districts of Arizona.
  2. To ensure that the unique concerns of rural education practitioners are presented in discussions at every level where policy, regulation and law are formulated that affect rural education in arizona 
  3. To unite all interested parties in the improvement of rural education in Arizona.
  4. To encourage equal and quality education opportunities for all children in rural school districts in Arizona.
  5. To pursue excellence in rural school districts.
  6. To enhance the quality of life unique in the rural community through education.
  7. To seek out and enlist the support of friends of rural school district education in Arizona
  8. To serve as the State advocate and representative for rural school districts in Arizona and at state, regional and national levels.

Section 3: In addition to the foregoing, the following are Policies of the Association:

  1. The Association shall be noncommercial, nonsectarian and nonpartisan.
  2. The Association shall abide by its Non-Discrimination Policy attached as Appendix B.
  3. The association will not discriminate against any of the federal or state protected classes.
  4. The Association shall be operated in a manner that will not jeopardize the tax exempt status of the Association under Section 501 c (6) of the Internal Revenue Code and its regulations as such sections and their regulations now exist or may hereafter be amended or under such corresponding laws and regulations and regulations hereafter adopted. 

Article 3: Membership

Section 1: Membership shall be open to all persons who are interested in furthering the goals, purposes and objectives of the Association.

Section 2: The types of membership are as follows:

  1. Voting
    • School District Member with one vote
    • Individual Member with one vote
    • Education Service Agency with one vote
  2. Non-voting
    • Business Partner
    • Retired members

Section 3: Membership dues shall be recommended by the Executive Board and approved by the membership.

Article 4: Meetings

Section 1: The Association shall hold an annual meeting at such time and place as may be determined by the Executive Board.

Section 2: The Association may hold special meetings as such time and place as may be determined by the Executive Board.

Section 3: Electronic notification of the annual meeting and special meetings shall be delivered by e-mail to each Association member.

Section 4: Notice printed in an association publication shall constitute written notice of association meetings provided the publication is sent to all members.

Section 5: The Executive Board shall meet at least quarterly.

Section 6: Any voting member of the Association may vote in person at any meeting at which the member is entitled to vote.

Section 7: Fifteen percent of the voting membership as of the record date of the Annual Meeting shall constitute a quorum at the Annual Meeting.

Article 5: Officers

Section 1: The officers of the Association shall be President, President-elect, Immediate Past President/NREA delegate, Secretary and Treasurer, all of whom shall be active members of the Association.  Any interim officer vacancy may be filled by appointment by the Executive Board.

Section 2: The President shall serve as Chair of the Executive Board, perform all such duties as customarily pertain to the office and perform other duties as may be assigned by the Executive Board.

Section 3: The President-elect shall serve as Vice-president and assist the President in the performance of the duties of the office.

Section 4: The Secretary shall maintain the minutes of all meetings of the Association and Executive Board

Section 5: The Treasurer shall review the reconciliation of all financial accounts of all Association funds prepared by the Executive Director on a Quarterly Basis.

Section 6: The President-elect, President and Executive Director may serve as Delegates to the National Rural Education Association and attend the annual Convention of the NREA representing the Association.  Any delegate vacancy may be filled by appointment by the Executive Board.

Section 7: The Immediate Past President shall serve as Chairperson of the Nominating Committee and fulfill such duties as assigned by the President or Executive Board.

Section 8: The term of all officers shall be two years.

Article 6: Executive Board

Section 1: Membership:

  1. All Officers are members of The Executive Board.
  2. Northern Arizona University fulfills the terms of the partnership agreement by selecting a faculty member as a member of the board. 
  3. The Arizona Association of County School Superintendents (AACSS) selects a sitting county superintendent from a rural county as a member of the board. 
  4. A Regional Representative from each of five regions of the state are selected by the Officers as members of the board;
    • The Northeast  – Apache, Navajo, Gila, Greenlee, or Coconino Counties
    • The Southeast – Greenlee, Graham, Cochise, Santa Cruz, or Pima Counties
    • The Southwest – Pima, Yuma, Pinal, La Paz or Maricopa Counties
    • The Northwest – Mohave, Yavapai, or Coconino Counties
    • The Central – Maricopa, Gila, Yavapai, or Pinal Counties. 
  5. The Executive Director holds a non-voting seat upon the board.
  6. The Teacher of the Year will be invited to hold a non-voting seat upon Board. 
  7. The President of the Rosy Rubio Scholarship Foundation Board holds or designates another officer of the foundation to hold a non-voting seat upon the board.
  8. The Arizona School Impact Aid Association selects a member of that organization who holds a non-voting seat on the board 
  9. All members of the Executive Board serve terms of two  years and are eligible to renew once at the end of the term.
  10. All executive board members shall be active members of the Association.

Section 2: The Executive Board shall manage the affairs of the Association through the development and supervision of administrative procedures.  Executive Board members hold a powerful position in the organization and carry a large responsibility to the membership.  It is anticipated that Executive Board members, when they accept the position, understand that they are expected to participate in all Executive Board meetings and activities.  Executive Board Members who miss three or more consecutive meetings of the Board may be removed from the Executive Board by a 2/3 vote of the remaining members of the Executive Board.  Any vacancy so created as well as those created by a resignation, or election of an executive board member as an officer within the Association shall be filled by appointment by the president with majority ratification by the remaining Executive Board members.  Board members appointed in such fashion shall serve the remainder of the term of the individual Board member they are replacing.

Section 3: The Executive Board shall recommend By-law changes to the membership.

Article 7: Executive Director

Section 1: The Executive Director shall be retained as a full-time contracted position responsible to the Executive Board for fulfilling the management duties of the association and shall serve as the chief executive officer of ARSA.  The contract for service shall be effective January 1 of each year upon offer by the Board and acceptance by the Executive Director.  The Executive Director shall serve as the agent and chief administrative officer of ARSA and shall possess the authority and shall perform all duties incident to the office of the Executive Director, including the management and supervision of the office, programs and services of ARSA, the disbursement of funds and execution of contracts (subject to such limitations as may be established by the Executive Board).  The Executive Director shall keep, or cause to be kept, minutes of all meetings of the members, executive board and committees.  The Executive Director is the custodian of the corporate seal, if any, and shall affix it to documents when necessary or appropriate.  The Executive Director shall have custody of the books and records of the association and in general shall perform all of the duties incident to the office of secretary of the association and such other duties as may be assigned by the executive board or the president.  The Executive Director shall oversee maintenance of all documents and records of ARSA and shall perform such additional duties as may be defined and directed by the Board.  The duties of this office shall be enumerated in the annual contract of the Executive Director.

Section 2: The Executive Director will be evaluated annually based on criteria developed by the Executive Board and agreed upon prior to the beginning of the year for which the evaluation is conducted.

Section 3: The Executive Director will receive such compensation, including salary, benefits and expense reimbursement as the Executive Board shall determine is appropriate and enunciates in the contract between the association and the director.

Section 4: The Executive Director will perform the duties outlined in the attached document, “Duties of the Executive Director” which shall be revised by the Executive Board annually to address the changing needs of the Association.

Article 8: Indemnification

Section 1: Indemnifications: Except as provided in these bylaws, the  Association shall hold harmless and indemnify each of its directors and officers (“indemnitee”) against any and all liability and expenses incurred by indemnitee in connection with any threatened or or actual proceeding or legal action resulting from indemnitees service to the association or to another entity at the association’s request.

Section 2: Exclusions:  Except in so far as permitted by laws and specifically under A.R.S. 10-3854,  the Association shall not indemnify indemnitee or ask listed in A.R.S. 10-3851.D.

Section 3: Procedure:  Indemnitee shall notify the association promptly of the threat or commencement of any proceeding or legal action with respect to which indemnitee intends to seek indemnification.   The Association shall be entitled to assume indemnitees defense with counsel reasonably satisfactory to indemnitee, unless indemnity provides the association with an option of counsel reasonably concluding that there may be a conflict of interest between indemnitee and the association in the defense of the proceeding or legal action.   If the association assumes the defense, the association shall not be liable to indemnitee for legal or other expenses subsequently incurred by indemnitee.

Section 4 Expense Advances:  The Association shall advance automatically expenses, including attorney’s fees, incurred or to be incurred by indemnitee in defending a proceeding for legal action upon receipt of notice of the expenses.  If required by law, before advancing any expenses the association may require that an indemnitee for a representative promise to repay the advances if a final judicial decision (after expiration or exhaustion of any appeal rights) determines that indemnitee is not entitled to be indemnified for such expenses.

Section 5 Settlement of Claims:   The Association shall not be obligated to indemnify indemnitee for any amounts incurred in settlement if settlement is made without the association’s prior written consent.  The Association shall not enter into any settlements that would impose any penalties or limitations on indemnity without intended tees prior written consent. Neither the  Association nor indemnitee will unreasonably withhold consent to any proposed settlement.

Section 6: Effect of Repeal:   In order that indemnitee may rely on the indemnification promised by this section, no repeal or amendment of this section shall reduce the right of indemnitee to payment of expenses war indemnification for acts of indemnitee taken before the date of repeal or amendment.

Article 9: Nominations and Elections

Section 1: Candidates for all elected positions shall be nominated by the nominating committee and shall be recommended by a voting member in good standing.

Section 2: In an election year, elected officers shall be elected by electronic or mail ballot in an election which is held no later than June 30th of the election year.

Section 3: The terms of office shall begin immediately upon official declaration of the election results.

Section 4: A vacancy in the office of President shall be filled by the President-elect whose term of office as President shall be for the unexpired term of his/her predecessor.  If the term is less than one year, the President-elect shall continue to serve for his/her elected term.

Section 5: A vacancy in the office of President-elect shall be filled by appointment of the Executive Board and shall be designated Interim Vice-President until the next regular election.

Section 6: Officer appointments shall be for the unexpired term of the person who was the predecessor in office.

Article 10: Relationship with Other Organizations

Section 1: The Association by action of the Executive Board may cooperate with other organizations or agencies in a mutual association as long as such actions do not conflict with the purpose and goals of ARSA.

Article 11: Amendments 

Section 1: An Ad Hoc committee may be appointed by the President.

Section 2: Notice, by email and posting on the association’s website, of any meeting in which proposed amendments to the By-laws and Articles of Incorporation are to be considered shall be given to all members.  Such notice shall contain a clear explanation of the desired changes accompanied by current section to be changed, if appropriate.

Section 3: Notice printed in an official publication of the Association shall constitute printed notice of a proposed change.

Appendix A: Duties of the Executive Director

  1. Vision and Mission
    • Facilitate the vision and mission creation of ARSA.
    • Implement the vision and mission of ARSA.
    • Be the positive face of ARSA
  1. Leadership
    • Facilitate opportunities for rural education leaders to interact with policy makers and influencers. 
    • Recruit and maintain membership and build relationships with districts throughout Arizona 
    • Continuously disseminate information important to our members.
    • Attend meetings of the State Board of Education, Arizona Association of County School Superintendents, and ARSA General Membership Meetings throughout the year.
    • Arrange for executive board meetings to select finalist for TOY and HOF nominations and a separate meeting for the TOY interviews.
    • Maintain continuous communication with the ARSA board of directors.
    • Publish the Quarterly Newsletter.
    • Establish and maintain positive relationships with the other educational organizations in the state, regional and national levels.
    • Establish and maintain positive relationships with the institutions of higher education in Arizona.
  1. Fiscal Responsibilities
    • Works with a fiscal agent to oversee and maintain a positive and strong financial position for the organization.  
    • Oversee the filing of all necessary fiscal and organization reports annually or as appropriate 
  1. Conferences and Meetings
    • Coordinate and schedule the annual ARSA conference.
    • Recruit business partners, sponsors and exhibitors
    • Arrange for keynote speakers
    • Recruit and maintain documentation for registration
    • Coordinate golf tournament
    • Solicit TOY Applications and HOF nominations 
    • Prepare all materials and signage
    • Prepare all awardee materials
    • Maintain communication and arrangements with the chosen venue
    • Attend other organizations conferences to maintain our relationship and to further our relationships with sponsors and vendors while looking to develop new and more lucrative opportunities for ARSA.
    • Arrange for facilities to hold ARSA General membership meetings at other organizations conferences.
  1. Educational and Legislative Priorities 
    • Communicate the priorities of ARSA at both the national and state levels.
    • Communicate the national and state educational topics to the ARSA membership.  
    • Communicate current legislation and other pertinent educational items to membership. 
    • Create annual Legislative priorities in conjunction with the Executive Board.

Complete any other duties requested by the Executive Board

Appendix B: Non-Discrimination Policy

The Arizona Rural Schools Association (ARSA) does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, clients, volunteers, subcontractors, vendors, and clients.

The Arizona Rural Schools Association (ARSA) is an equal opportunity employer. We will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, color, gender, national origin, age, religion, creed, disability, veteran’s status, sexual orientation, gender identity or gender expression.

Adopted by the board of directors of (ARSA) at an executive board meeting on September 14, 2016

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