By-laws


Current MSCA By-laws

Revised November 2018
 

ARTICLE I NAME AND MISSION
ARTICLE II MEMBERSHIP
ARTICLE III MSCA OFFICERS
ARTICLE IV NOMINATIONS AND ELECTIONS OF BOARD OF DIRECTORS
ARTICLE V ADDITIONAL POSITIONS AND DUTIES
ARTICLE VI OPERATIONAL STRUCTURE
ARTICLE VII BUSINESS AFFAIRS OF THE ASSOCIATION
ARTICLE VIII INDEMNIFICATION
ARTICLE IX ADOPTION AND AMENDMENT OF BYLAWS
ARTICLE X PARLIAMENTARY AUTHORITY

ARTICLE I NAME AND MISSION

SECTION 1. The name of the Association shall be the Montana School Counselor Association (MSCA). MSCA is chartered as a state division of the American School Counselor Association (ASCA).

SECTION 2.

The Montana School Counselor Association promotes professionalism and ethical practices while empowering and advocating for all school counselors.


ARTICLE II MEMBERSHIP

SECTION 1. Classes and Types of Membership.
This Association shall include five classes of membership: professional, retired, student, supporting, and affiliate.

SECTION 2. Requirements of Membership.

The following requirements must be met to qualify for the respective types of membership.


a. Professional Membership. A Professional member must hold a master's degree or higher or the substantial equivalent and meet one or more of the following requirements: the member must hold a school counselor or guidance certificate or license from Montana; be employed as a school counselor or supervisor of school counselors; or be employed as a counselor educator in a graduate program that prepares school counselors. 
A person working under provisional licensure by OPI falls into this category.

b. Retired Members. Members in retirement shall maintain all the privileges of Professional membership.

c. Student Membership. Student members must be engaged in a planned program of counselor education designed to result in a degree which will make them eligible for a certificate as a Montana school counselor.

d. Supporting Membership. Any person who subscribes to the purposes and ideals of the Association and who wishes to support its goals, but is not eligible for any other type of membership.

 
e. Affiliate Membership. An organization who wishes to partner with MSCA in a collaborative effort toward mutual goals. They will receive the following benefits: send one representative to the MSCA spring conference as a non-voting member; submit an article in one newsletter; submit nominations for Montana School Counselor of the Year and other awards; gain access to the membership website; receive recognition on the website as an affiliate member; be invited to an allied membership meeting with board members to collaborate on mutual advocacy concerns.


SECTION 3. Dues.
a. Annual Association dues shall be recommended by the Board of Directors and approved by a simple majority of the voting membership.

b. Dues for Association membership shall be paid to the Executive Director on an annual basis. Membership shall be paid annually, renewed from anniversary date.

SECTION 4. Rights and Privileges.
All members may vote and initiate motions at parliamentary proceedings. Professional and Retired Members shall be eligible to hold office in the Association.

SECTION 5. Severance of Membership
a. A member may be dropped from membership for any conduct which violates principles stated in the Bylaws or Ethical Standards of ASCA which may or has resulted in the revocation of their certification or licensure. Members charged with engaging in any such conduct shall be given the opportunity to present evidence on their behalf through witnesses or otherwise, and shall be given the opportunity to confront witnesses against them in a hearing before the Board of Directors whose decision will be final.

b. A member shall be dropped from membership for nonpayment of dues.

SECTION 6. Non-discrimination. The Montana School Counselor Association does not knowingly discriminate on any basis as addressed in ASCA’s Ethical Standards for School Counselors.

ARTICLE III MSCA OFFICERS

SECTION 1. Officers and Terms of Office.
a. The officers of MSCA shall be the Chair of the Board, Assistant Chair of the Board, and the Executive Director of the organization.



SECTION 2. Nominations and Elections of Officers
a. 
The Board of Directors shall have the power to establish regulations and membership forms for determining whether applicants for membership meet the requirements for membership as specified by the Bylaws.
 

b. The Board of Directors shall conduct the governance of MSCA but shall not take any action contrary to Bylaws adopted by the Board of Directors and membership.
 

c. The Board of Directors shall create policies and procedures to carry out the mission of MSCA.
 

d. The Board of Directors shall direct and manage the general administration and executive functions of the association.
 

e. The Executive Director shall conduct the business affairs and executive functions of the Association, but shall not take any action contrary to decisions or policies adopted by the Association.
 

f. The Executive Director shall conduct, manage, and control the business of the Association between its official meetings.


SECTION 3. Board of Directors

a. Nine members of the Board of Directors shall be elected at large from among eligible voting members of the association.  
 

b. Terms of service shall be three years.  Board members may serve two consecutive terms, for a total of six years.  After a period of three years, they may run again.
 

c. The Chair of the Board shall be elected by the Board of Directors to serve a one-year term in accordance with policies and procedures that address Governance.
 

d. The Assistant Chair of the Board shall be elected by the Board of Directors to serve a one-year term to assist the Chair of the Board and to serve as the Chair of the Board in the Chair’s absence, in accordance with policies and procedures that address Governance.
 

e. The Chair of the Board and the Assistant Chair of the Board will be elected in April of each year by the current Board of Directors, to begin their term in October. Elections will be scheduled by the current Chair of the Board and will be conducted in a closed meeting of the nine elected members of the Board of Directors.
 

f. Board of Directors must be school counselors, faculty in a school counselor education program, or a retired aforementioned position.
 

g. Board of Directors must hold a valid school counselor license or certificate issued by the Montana Office of Public Instruction.
 

h. Board of Directors must be MSCA Members. Chair of the Board, Assistant Chair, and Executive Director must be MSCA and ASCA members, other board members are encouraged to be ASCA members. Annual dues for MSCA and ASCA shall not be paid by MSCA.
 

i. The Board of Directors may select non-voting MSCA members to serve on the Board as advisors.



SECTION 4. Business Meetings

a. The Board of Directors shall meet at least four times per year. Such meetings may be held in person or via telephone conference call or other electronic medium in which all individuals can hear one another. Meetings of the Board of Directors may be called by the Chair of the Board or by majority vote of the Board.
 

b. The Chair of the Board of Directors shall call meetings as are deemed necessary to carry on the business of the Association.
 

c. The Board of Directors shall meet at the time and place of the bi-annual conferences.
 

d. A majority of the members of the Executive Board shall constitute a quorum.
 

e. Each member of the Board of Directors shall have one vote. Decisions of the Board of Directors shall be made by a simple majority vote.
 

f. Each member of the Board of Directors are required to attend all Board of Director meetings and other functions in accordance with MSCA policies and procedures that address Governance.
 

g. Any Board of Director who misses two Board meetings in a Fiscal Year may be removed from the Board of Directors and a qualified replacement will be appointed by the Board Chair to complete the vacated term. Extenuating circumstances, which may include but are not limited to professional or personal emergencies, physical or mental illness, inclement weather, etc., may be considered as cause by the Board and will be considered in determining a Board members removal from the Board.
 

h. Record-Retention Policy. MSCA will maintain all records for the maximum duration under federal and state law. Unless otherwise noted, records that don’t have a maximum retention period will be maintained as permanent records of the association.


SECTION 5. Membership Meetings

a. The Association shall hold its bi-annual meetings during the Spring and Fall Conferences. Other meetings will be held according to the direction of the Executive Director and Board of Directors with notification to the general membership.
 

b. The purpose of the bi-annual meetings shall be to inform the membership of the status of the strategic plan, activities of the Board of Directors and to present committee reports, including the financial status of the Association. Members will also vote on by-law changes when necessary.
 

c. The bi-annual membership meetings shall consist of the Executive Director, Board of Directors, and members of the association in attendance at the meetings.


SECTION 6. Removal from Office

a. An elected officer or member of the Board of Directors may be removed from office, for cause, by a majority vote of the Board of Directors. At the discretion of the Board of Directors, a due process committee may be appointed to review any changes and take recommendations. The committee shall complete its assignment and submit a final report within 30 days after appointment.
 

b. An officer or member of the Board appointed by the Board of Directors may be removed from office, for cause, by majority vote of the Board of Directors.


SECTION 7. Vacancies

a. Vacancies that occur shall be filled by appointment of the Board of Directors.
 

b. If a vacancy occurs in any office elected by the members or any other member of the Board of Directors, the Chair shall recommend to the Board of Directors the name of at least one qualified replacement. The Board of Directors shall appoint the replacement from the Chair’s recommendation to serve for the remainder of the unexpired term.

c. A vacancy occurring in any office appointed by the Chair, for any reason, may be filled by new appointment for the unexpired portion of the term of the office by the Chair in consultation with the Board of Directors.


SECTION 8. Compensation and Expenses of Officers
a. Members of the MSCA Board of Directors shall not receive any compensation for services, but their necessary expenses shall be paid in accordance with MSCA policies and procedures.

b. The necessary expenses of the elected officers shall be paid from the funds of the Association by specific authorization of the Board of Directors, within the limits of financial resources and prudent planning.

c.
Members of the MSCA Board of Directors shall not benefit financially or materially from their service on the Board of Directors, in accordance with MSCA policies and procedures that address Governance and Conflicts of Interest.

d.
The expenses of the Executive Director and Board of Directors for attending meetings may be paid by association funds, within the limits of prudent financial planning.


SECTION 9. Conflicts of Interest
a. Board of Directors and board appointed representatives must avoid conflict of interest with respect to their fiduciary responsibility.

b. There must be no self-dealing or any conduct of private business or personal services between any board members and MSCA, except as procedurally controlled, to ensure openness, competitive opportunity, and equal access to inside information.


c. When the board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall absent him or herself without comment from not only the vote, but also the deliberation.


d. Board of Directors must not use their positions to obtain employment for themselves, family members, or close associates. Should a member desire employment that results in a conflict of interest, the process outlined in Article III, Section 7b will be followed and a resignation may be requested.


e.Members will disclose their involvements with other organizations, with vendors, or any other organizations that might produce a conflict.


ARTICLE IV NOMINATIONS AND ELECTIONS OF BOARD OF DIRECTORS

SECTION 1. Candidate Qualifications 

a. The Board of Directors shall be elected annually through a general election by MSCA Professional, retired, and student members held in accordance with MSCA policies and procedures that address Nominations and Elections.
 

b. Candidates must be school counselors, faculty in a school counselor education program, or a retired aforementioned position.
 

c. Candidates must have been practicing school counselors for at least three years.
 

d. Candidates must hold a valid school counselor license or certificate issued by the Montana Office of Public Instruction.
 

e. Candidates must be current MSCA Professional or Retired Members.

f. Candidates whose eligibility changes at any time during the election process must notify the Chair of the Board of Directors.


SECTION 2. Nominations and Elections of Officers

a. All Board of Directors shall be elected every three years by secret ballot, distributed to and so returned by voting members of the Association.
 

b. Nominations and Elections guidelines shall be developed by the Board of Directors.  Board of Directors are elected in April and will begin their term of office in October.
 

c. The Nominations and Elections Committee shall issue a call to all members of the Association for nominations of Board of Directors for the coming year.
 

d. Nominations must be received by a date set by the Board of Directors.
 

e. Only professional school counselors, faculty in a school counselor education program, and retired members in an aforementioned position may hold a board position in the MSCA Association.
 

f. If any officer-elect should be unable to assume office by the beginning of the term of office or to complete the term of that office, the Chair of the Board of Directors , with the approval of the Board of Directors, shall appoint a replacement to serve for the remainder of the unexpired term. The Board of Directors shall have the authority to fill any vacancy for which there are no other provisions.
 

g. If a member leaves the Board of Directors during his/her term of office other than during the election period, the Board shall, appoint a replacement to serve for the remainder of the unexpired term. That replacement may be elected to serve two subsequent terms.
 

h. The Nominations and Elections Committee shall conduct elections in accordance with MSCA policies and procedures that address Nominations and Elections.
 

i. The Nominations and Elections Committee selects a slate of candidates not to exceed eight candidates. Should the Committee submit an insufficient number of candidates to fill the ballot, the Committee shall select, in consultation with the Board of Directors, the names of qualified members consenting to have their names placed on the slate.



ARTICLE V ADDITIONAL POSITIONS AND DUTIES


SECTION 1. Executive Director 

The Executive Director shall manage the operations of the association.  These operations will include but are not limited to the following.

a. Maintenance of MSCA membership and other records.
 

b. Management of website/social media/publications content.
 

c. Management of fiscal aspects of the association.  This shall include the development of an annual budget in tandem with finance committee and quarterly reports to the Board of Directors.  This shall include soliciting and securing grants, securing of financial supporters, and other sources of revenue for MSCA.
 

d. Shall work with Standing Committees to achieve operational goals as established by the Board of Directors.  This may include but are not limited to: advocacy efforts and communication with MSCA members, Office of Public Instruction, School Administrators of Montana, Affiliate Members, and other stakeholders.

e. Shall perform other duties that are incidental to the office, in accordance with MSCA’s mission and vision and subject to the provisions of the Bylaws and policies and procedures adopted by the Board of Directors.

 

f. The executive Director is a non voting member of the Board of Directors.
 

g. The Executive Director will be hired contingent on a majority vote of the Board of Directors.
 

h. The Executive Director position will be reviewed annually.


SECTION 2. Additional Appointments

a. The Board of Directors may appoint other positions as needed.

 
SECTION 1. Standing and Special Committees.

a. With the exception of the Standing Committees the Board Chair, with the approval of the Board of Directors, shall appoint all special committee chairpersons. Special committees shall be formed as needed and shall exist for as long as deemed necessary by the Board of Directors. Special committee chairs and their members shall serve until the purpose of the committee is accomplished. Committee chairs, with the exception of those Board of Directors  chairing committees, shall serve for a period of one year following appointment or until the committee has completed its work. All committee chairs shall submit written reports to the Board of Directors as requested.

b. MSCA’s committees shall be appointed to accomplish specific tasks within specific time frames in accordance with the Association’s Mission, Vision,  Ends Goals, Bylaws, and Policies and Procedures of Governance as adopted by the Board of Directors. If membership on a committee includes individuals who are not members of the Board of Directors, that committee shall function only as an advisory committee and shall not conduct any function reserved for the Board.


SECTION 2. Standing Committees.
Standing committees shall carry on the work of MSCA. Chairs for the Standing Committees will be appointed by the Board of Directors. The standing committees and their purposes shall be as follows:


a. Bylaws and Policies and Procedures Committee Review the Bylaws and Policies and Procedures of the Association annually and make recommendations concerning revisions to the Executive Board. Monitor organizational compliance with these documents.

b. Nominations and Elections Committee. Manage the Nomination and Election process for the organization according to the Policies and Procedures of MSCA.

c. Finance Committee. Work with the Executive Director to develop and implement Financial Polices and oversee fiscal management for the organization.

d. Conference Planning Committee. Plan and coordinate training for the membership and school counselors in the State of Montana.

e. Advocacy Committee. Stay current on issues impacting the School Counseling profession, including legislative or state policy changes. Coordinate efforts to have representation at various stakeholder groups.


SECTION 3. Terms of Standing Committee Chairs.

ARTICLE VII BUSINESS AFFAIRS OF THE ASSOCIATION 

SECTION 1. Fiscal Year.

The fiscal year established by the Executive Board shall run from January 1 to December 31th.

SECTION 2. Property of the Association.
In the event the Association should be dissolved, none of its property shall be distributed to any of the members. Instead, all of its property shall be transferred to such non-profit organizations as the Board of Directors shall determine to have purposes and activities most nearly consistent with those of the Association.

SECTION 3. Non-Profit Status 

This association shall be subject to the requirements and provisions of 501C3 Status.



ARTICLE VIII INDEMNIFICATION

SECTION 1.
The Association shall indemnify each member of the Executive Director and Board of Directors as described in Articles III and IV, and each of its officers as described in Articles III, IV, and V, for the defense of civil or criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.

SECTION 2.

The Association shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney's fees, actually and necessarily incurred or imposed as a result of such action or proceedings, or an appeal therein, imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner hereinafter provided that he or she acted in good faith for the purpose which he or she reasonably believed to be in the best interests of the Association and, in the case of criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if the Association shall be advised by its Executive Director and Board of Directors acting (1) by a quorum consisting of Executive Director and  Board of Directors who are not parties to such section or proceedings upon a finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that the Executive Director and Board of Directors or officer has met the foregoing applicable standard of conduct. If the undergoing determination is to be made by the Executive Director and Board of Directors, it may rely as to all questions of law on the advice of independent legal counsel.


SECTION 3.
Every reference herein to a member of the Executive Director and Board of Directors or officer of the Association shall include every member and officer thereof or former member and officer thereof. This indemnification shall appeal to all judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all right to which any member or officer of the Association might otherwise be entitled and the provisions hereof shall neither impair nor adversely affect such rights.


ARTICLE IX ADOPTION AND AMENDMENT OF BYLAWS

SECTION 1. Adoption and Amendment.
a. These Bylaws may be amended by a two/thirds majority vote of the members present at a meeting of the general membership or by a two/thirds approval of members responding to an electronic/mail ballot. The voting method will be determined by the MSCA Board on a case by case basis.

b. An amendment shall be proposed in writing to the Board of Directors. Amendments may be proposed by the Bylaws and Policies and Procedures Committee. Amendments may also be proposed to the Board of Directors with signatures from ten members in good standing. Notice of all proposed amendments must be presented not less than 30 days prior to a vote at a meeting of the general membership or prior to the notice of an electronic/mail vote.

SECTION 2. Publication.
The Bylaws of the Association shall be published in entirety from time to time and shall be available to any member upon request.


ARTICLE X PARLIAMENTARY AUTHORITY

SECTION 1. Parliamentary Authority.
The parliamentary authority for the meetings of the Association shall be Robert's Rules of Order, as from time to time amended.

Revised 1995

Revised 2004

Revised 2008

Revised 2010

Revised 2011

Revised 2016

Revised 2017

Revised 2018