Constitution and By-Laws

CONSTITUTION AND BY-LAWS OF THE NATIONAL SCHOOL PLANT MANAGEMENT ASSOCIATION (NSPMA)

ARTICLE I

This organization shall be known as the National School Plant Management Association synonymously referred to as NSPMA.

ARTICLE II

MISSION & VISION STATEMENT:

Excellence in Education through Professional Facility Management.

OBJECTIVES:

Provide and direct the forum for stakeholders responsible for the educational environment.
Provide professional development.
Promote leadership to the profession through the exchange of data information ideas and ideals.
Promote research and establish a national system for the dissemination of its findings.
Lead policy-makers to improve the educational environment for all.
Follow the above objectives in a non-sectarian, nonpartisan and non-discriminatory manner.

ARTICLE III

MEMBERSHIP
The Association shall have three classes of members: ACTIVE, VENDOR PARTNER and LIFETIME.

ACTIVE: To be an active member in NSPMA an individual must be employed by or retired from a K-12 or post-secondary educational institution, public or private, state or federal agency with educational responsibilities, or a state association involved in educational facility management. An active member’s job description includes authority over, approval of, supervision of, care of, maintenance of, correction of, school plant management functions, including, but not limited to, buildings, grounds, control systems, operations and/or real property services. The broader responsibilities of school plant management embrace facility planning, maintenance, operations and custodial care of all real property, supporting infrastructure and equipment. However, more abstract responsibilities include: property acquisition, capital budgeting and procurement, warehousing, inventory control, construction, energy conservation, utilities services, facility and grounds safety and security, environmental protection, statistical research, technology and telecommunication networks/backbone, site and athletic facilities care, governmental regulation compliance and/or employment by an association responsible for any of the aforementioned services.
a. Retirement from a position which qualified the person to active membership will have no bearing on the person maintaining active member status, unless the person has taken employment with one of the Association’s Vendor Partners, at which time they would be considered a Vendor Partner member.
b. No active member shall market any merchandise, equipment or services during the conference or to the membership, without the express approval by the board of directors or the purchase of a partner membership.
VENDOR PARTNER: Vendor partner membership shall be open to reputable business concerns or their owners or employees. Vendor Partner members may attend meetings of the association but may neither vote nor hold office.
LIFETIME: Any active member in the NSPMA who retires from his/her position in the school or as past president may be awarded a lifetime membership in the association by a majority vote of the board of directors at any regularly scheduled meeting of the board. Vendor Partner members, upon retirement, may apply for lifetime membership through their state representative. Lifetime members who have also been eligible for or have previously held vendor partner membership may not vote or hold office.
Only active members and active members who have been honored as lifetime members may vote and hold office.
The NSPMA shall not discriminate on the basis of race, sex, age, religion, national origin, or disability.

ARTICLE IV

DUES AND FEES

ACTIVE MEMBER: The annual dues of active members shall be determined by the board of directors and payment of such dues shall entitle each member to receive the proceedings of the association. Membership is for a term of one year running from July 1 through June 30.
VENDOR PARTNER MEMBER: The board of directors shall determine the annual dues of vendor partner members. Membership is for a term of one year running from July 1 through June 30.
REGISTRATION AND OTHER FEES: The board of directors shall determine all other fees.
LIFETIME MEMBER: No annual dues are required of lifetime members.

ARTICLE V

OFFICERS

PRINCIPAL OFFICERS: The principal officers of the association shall be President, President-elect, Vice-President and Past President. The normal term of office shall be for approximately one (1) year. The officers shall be elected by a majority vote of those present during the business session at the association’s annual meeting.
BOARD OF DIRECTORS: The board of directors shall consist of the four principal officers, ten members elected at large, and one vendor member representing the Vendor Partners of the Association. The conference planner, marketing coordinator, executive secretary, and treasurer shall serve on the board of directors as ex-officio members without voting privileges.
All officers shall take office immediately after election and serve until their successors have been selected. In case of a vacancy, the board of directors shall appoint an eligible member to fill the unexpired term. The appointment shall be confirmed by a vote of the membership at the next annual meeting.

ARTICLE VI

DUTIES OF THE OFFICERS AND DIRECTORS

PRESIDENT: The president shall set dates for and convene all meeting of the board of directors. He/she shall preside at all meetings of the board of directors and the association and shall perform other duties as may be necessary for the conduct of this office. The president shall appoint committees, committee members and chairpersons as required. The president shall determine who, other than the Conference Planner, Secretary, and Treasurer travel within the travel budget established for that position(s), shall travel at the expense of NSPMA within the approved budget.
PRESIDENT-ELECT: The president-elect shall formulate the program theme for approval by the board of directors; assist the Treasurer by providing budget information for their year as president, and act for the president in his/her absence.
VICE-PRESIDENT: The vice-president shall be membership chairman and promote membership in the association. He/she shall perform other duties that may be necessary for the conduct of this office or as assigned by the president.
IMMEDIATE PAST PRESIDENT: The immediate past president shall serve on the board of directors. He/she shall serve as the chairperson of the Nominating Committee and the chairperson of the Past President’s Committee, which meets during the annual conference.
BOARD OF DIRECTORS: The board of directors is charged with the responsibility to take actions in the best interest of the association. They shall have the authority for the conducting of all business, which arises between regular meetings and shall make recommendations to be acted upon by the members of the association and to fill vacancies as they occur. In addition to these functions, the board of directors shall act as a resource group to assist in planning and securing program participants. Members of the board of directors must be available to attend meetings called by the president. Absence from three consecutive board meetings shall constitute grounds for removal from the board of directors. The board of directors shall prepare and present a report to the convention attendees.
VOLUNTEER CHIEF EXECUTIVE OFFICER/EXECUTIVE DIRECTOR: a visionary leader that can move the association forward and manage the day-to-day operations of the organization whose duties shall be to:

Provide oversight management of the organization including fiscal and budgetary control, strategic planning, marketing, administrative direction and personnel supervision. Assist the Board to develop, adopt and evaluate organizational goals and objectives, and develop strategic short and long-term plans. Assure the organization has a long-range strategy, which achieves its mission, and checkpoints, which establish consistent and timely progress with board approval
Serve as the chief executive of the association, overseeing all day-to-day administration and routine work of the organization
Make suggestions for the Operations and Policies Manual and maintains the Manual, making it available upon request
Shall have all of the privileges of the Executive board members excluding voting privileges
Provide guidance to staff and volunteers to ensure roles and responsibilities are defined within a healthy organization. Encourage staff and volunteer development and education, and assists planning staff in relating their specialized work to the total program of the organization. Maintain a climate that attracts, keeps, and motivates a staff of quality people
Work closely with the association’s president, secretary/treasurer in the development and recommendation of the association’s budget
Collaborate and coordinate with the conference planner future conference sites and annual conference and trade show/expo oversight with board approval
Represent NSPMA at legislative hearings, meetings with governmental agencies and officials with board approval
Develop and maintain liaison activities with other associations such as ASBO International, CEFPI and The National School Board Association
Oversee the receipt and processing of membership applications and maintains membership files
Develop programs, products and services, which enhance the value of individual’s memberships with board approval
Participate in monthly NSPMA meetings and sub-committee meetings
Coordinate maintenance and supervision of the NSPMA website
Coordinate public education, policy development and advocacy efforts with board approval
Solicit fundraising for operating cost and programs, preparing and administering funding proposals and establishing and maintain strong relationships with organizations, foundations and corporations with board approval
Serve as chief spokesperson and representative for the organization’s mission and philosophy with the public, the press, other organizations and public agencies
Coordinate the organization’s work with state, regional and national organizations to achieve the policy and fundraising goals of this organization with board approval
Prepare board agendas and materials for Board meetings and Board committees, in consultation with the President, Executive Board and chairs of committees
Supervise administration of the organization’s grants and contracts with board approval.

Contingents

A recommendation of appointment for the executive director/CEO may be made with the consensus of the executive board to the President. The president in consultation with the executive board shall make the recommendation to the full board for appointment.
The Executive Board of Directors will review the position of CEO/Executive Director yearly and make a recommendation for continued service or termination. The period of service will be from July 1 to June 30 each year. The position will serve on a voluntary basis.

AT-LARGE REPRESENTATIVE BOARD MEMBERS:

At-large representatives are elected during the annual conference for a three-year term. Nominations for at-large candidates shall be made from the floor at the scheduled time during the Conference. The election voting shall be by secret ballot. Should a person be nominated for the at-large election and not be in attendance, the person nominating the individual shall have written confirmation from the individual, confirming the individual’s agreement to serve.

At-Large board member duties shall be:

Attend the NSPMA Conference and participate in all called Board of Director meetings and conference call meetings
Encourage membership in the association with all educational entities and their active participation
Communicate with the Officers or Board members to deliver issues, needs, concerns, improvements and ideals for the board of director’s consideration and action
Assist the Executive Secretary in maintaining a current list of persons involved in plant management
Be knowledgeable of NSPMA by-laws and objectives of the NSPMA
Assist the Executive Secretary in maintaining a list of vendors and business contacts as potential vendors
Serve on Committees as requested by the President.

VENDOR REPRESENTATIVE BOARD MEMBERS:

The Vendor Rep board members shall not have voting privileges and serve a one-year term. The Association Board of Directors shall appoint a new vendor board rep during its Board meeting at the conclusion of the annual conference, based upon the selection and recommendation of the vendor partner members conducted by the Conference Planner. Should the vendor partner members fail to nominate an individual, the Conference Planner shall solicit a nominee. Should a Vendor Rep be unable to serve or resign their position, the Conference Planner shall solicit a replacement appointment for the Board’s approval.

The Vendor Representative Board member shall:

Disseminate communication from Industry members to the Association Board
Assist the Conference Planner to coordinate all product displays, Sponsor participation, and industry-oriented materials for general membership meetings of the Association
Encourage and promote vendor participation and support for the Annual Association Meeting
Coordinate vendor setup and booth assignment at Annual Meeting
Solicit and secure door prizes and conduct drawing and prize program at Annual Meeting
Solicit training topics available from business and industry
Solicit an evaluation of the vendor participants and convey those issues, needs, concern, improvements and ideas to the Board of Directors
Plan and coordinate a recreational activity for membership participation at the AnnualMeeting
Serve on committees as requested by the President.

ARTICLE VII

DUTIES OF THE CONFERENCE PLANNER, EXECUTIVE SECRETARY AND TREASURER

The positions of conference planner, executive secretary and treasurer are established in order to provide a permanent office, to foster continuity of administrative duties and responsibilities, and to promote all activities of the association.
The board of directors shall establish a job description and appoint the conference planner, executive secretary and treasurer on an annual basis subject to an annual review. The president shall determine and approve any additional duties and responsibilities beyond those established by job description and bylaws. The board of directors shall set compensation for these positions.
CONFERENCE PLANNER: The conference planner shall attend all meetings and serve in the advisory capacity to the board of directors in all matters related to the annual conference. The conference planner shall recommend, to the Board of Directors, the annual Association meeting site and dates in accordance with Article X (1). The conference planner shall organize and plan the annual Association meeting in accordance with Article X.
EXECUTIVE SECRETARY: The executive secretary shall keep a record (minutes) of all meetings of the board of directors and the association and assist in correspondence. The executive secretary shall mail a copy of all minutes to each member of the board of directors no later than thirty (30) days following such meetings. He/she shall arrange for all registration at the annual convention.
TREASURER: He/she shall keep an accurate record of all money received and paid out and perform other duties that may be necessary for the conduct of this office and in keeping with good business practices. An account shall be established at a duly licensed bank in the name of the association subject to the approval of the president and the board of directors. He/she shall submit quarterly reports to the president.

ARTICLE VIII

COMMITTEES – REPONSIBILITIES AND FUNCTIONS

BOARD OF DIRECTORS shall be in accordance with Paragraph (2) of Article V.

The Board of Directors shall be responsible for the management of the Association and Association staff per Article VIII (2). The Board is authorized to promulgate an Operations and Procedures Manual, which will provide the rules, procedures, job descriptions and processes required to fully implement the Bylaws, in the management and operation of the Association’s business. The Board shall approve the Operations and Procedures Manual and any modifications. The Vice-President shall be responsible for maintaining the Operations and Procedures Manual and making it available to each Board member and to members, upon request.
The president, subject to the approval of the board of directors, shall appoint all other committee members, to represent and promote the association, as directed by the Board. The composition and duties of the various committees (except the nominating committee) shall be as recommended by the president and approved by the board of directors.

EXECUTIVE COMMITTEE: The Executive Committee shall be composed of the president, president-elect, vice-president, past-president, executive secretary, treasurer, and conference planner. The president may convene meetings of the Committee for NSPMA related activities. The Executive Committee shall provide direction to the conference planner, executive secretary, and treasurer between board meetings and provide general planning for the Association’s operations. The Committee shall operate as a personnel committee for any actions regarding Association staff. While meeting as the Personnel Committee, the conference planner, executive secretary and treasurer shall not have voting privileges regarding his or her job description and salary, but full voting rights for all other actions of the Executive Committee. Necessary committee expenses approved by the president, within the approved budget, shall be provided by the Association.
NOMINATING COMMITTEE: The nominating committee shall be composed of at least three members of the board of directors; the past-president, president-elect and vice-president. The Past President, or his or her designee, shall be Chairperson of the Nominating Committee. Nominations for the vacant office(s) will be made by the Nominating Committee and nominations may be made from the floor. Floor nominations shall require an acceptance of duties for the office prior to the election. Any floor nominated individual shall provide the same written documentation, acceptable to the Nominating Committee, as all other candidates are required to provide, prior to the scheduled time for the election, in order to be an approved candidate. The election shall be facilitated by the Nominating Committee chair or his or her designee.

CALL FOR CANDIDATES (Nominations and Election of Board Officers)

At the opening session the President (or designee) shall indicate board vacancies and interpret length of term, duties and responsibilities.
Reference the Candidate Application form and how to access it (have some available). Also identify committee members in the audience and ask interested applicants to submit the form to any committee member.
At the second open meeting (typically lunch) the President (or designee) announces a second call for candidates.
During the last afternoon business session the President (or designee) makes a final call for candidate nominations. Once established the President (or designee) shall call for a motion to close nominations.
The nominating committee chair (or designee) shall then proceed with voting. Unopposed and approved candidates may be voted upon by “vote of acclamation.” Those contested and approved must be voted upon by secret ballot.
Votes shall then be tallied while business continues and it shall be at the discretion of the nominating committee and President to decide the appropriate time to announce the winners.

The Nominating Committee shall be charged with the task of developing a Candidate Application form for approval by the Board, which will assist them in determining if each proposed Vice President candidate is eligible and has the desire, determination, direction, and leadership ability to allow him or her to fill the position in the best interest of NSPMA.

It is anticipated that a current vice president and president-elect office will advance through the positions to president, and then from president into the past-president office. However, conditions may change over a period of years. These changes could affect the eligibility, ability, and/or suitability of a candidate to effectively occupy a given position. Therefore, the Board of Directors shall request each of these current officers to provide a letter from their Superintendent of schools or their college or university’s Chief Executive Officer indicating the continued support of their employing organization, which includes the organization’s annual commitment that the candidate will be allowed the time necessary to fulfill the requirements of the new office position. Each officer candidate shall provide this letter to the Board of Directors, thirty (30) days prior to the annual conference. A candidate not reaffirmed shall not be considered for advancement to the next position unless there is an overriding reason to make this exception. Each reaffirmed officer and candidate shall be interviewed by the Nominating Committee to determine if it is in the best interest of NSPMA that this candidate advance to the next officer position. If the Nominating Committee deems a reaffirmed candidate ineligible, unsuited or questionable it shall recommend for approval another candidate. The full membership shall choose between the two candidates.

Individuals interested in becoming a candidate for the position of vice-president shall request a Candidate Application form from the Board of Directors. All candidates must include with the Candidate Application form, a letter from their Superintendent of schools or their college or university’s Chief Executive Officer indicating the support of their employing organization, which includes the organization’s four year commitment that the candidate will be allowed the time necessary to fulfill the requirements of the positions. Each vice president candidate shall provide this application form and letter to the Board of Directors thirty (30) days prior to the annual conference. The nominating committee shall conduct interviews of these candidates and any candidate nominated from the floor. These interviews shall be for the purpose of determining each candidate’s desire, determination, direction, and leadership ability to serve the best interests of NSPMA. The Nominating Committee shall report to the membership all candidates qualified to serve and the vice-president shall be elected from the list of qualified candidates by majority vote of the membership present.

FINANCIAL REVIEW COMMITTEE: The purpose of this committee is to provide an annual review of financial accounts. This committee shall provide its report during the annual meeting.
Members of these committees shall enter upon their duties immediately upon their appointment. Committee membership shall be for a period of approximately one year or until the next annual meeting, unless stipulated to be for a shorter period.
Other committees may be appointed, as deemed necessary, by the President.

ARTICLE IX

BUDGET AND FISCAL RESPONSIBILITY

The Board of Directors is responsible for budgeting and oversight of the finances of the Association.

BUDGET

A budget shall be prepared by the President and Treasurer and presented for review at the pre-conference Board of Directors meeting and presented for approval at the July board meeting. The term of the budget shall be on a fiscal year basis, July 1-June 30.
The Board of Directors may approve a revision to the budget during any board meeting.
A budgeted line item carry-forward amount for the next budget year shall be set at a minimum of $12,000.00 for Association operations after the annual conference.
Expenditures outside the approved budget require the budget to be revised and approved by the Board, with the exception being emergency expenditures, approved by the Executive Committee, as outlined under Fiscal Responsibility.

FISCAL RESPONSIBILITY

Disbursement of Association funds shall be authorized by the P/T in accordance with the Board approved annual budget or specific disbursements approved by the Board of Directors.
Emergency expenditures outside the approved budget of up to $1,000.00, between Board meetings, may be approved by two members of the Executive Committee, with said approval being conveyed to the P/T for action. These expenditures are subject to review by the Board of Directors at the next Board meeting. Such disbursements may include unforeseen needs and costs, unbudgeted conference planning expenses, travel, meeting expenses or expenses for the Board of Directors.
Prior approval of conference expenses shall be made by the Board of Directors through the budgeting process.
Authority to execute contracts for hotel lodging, conference space, food and beverage,
speakers, travel, entertainment, committing funds for the annual conference and Board meetings, etc. shall be limited solely to the CP/T.
Should the CP/T be unavailable or able to perform his duties, the Executive Committee shall select one member to act on the behalf of the Association to execute contracts and approve financial expenditures. Should the Executive Committee fail to gain a majority agreement, the President shall call for a conference call Board meeting to resolve any issues.
The Treasurer shall establish a checking account in a licensed bank in the name of the Association subject to the approval of the Board of Directors. The Treasurer, subject to review by the Board of Directors, is solely responsible for the checking account and any other account containing Association monies.
The President shall appoint a Finance Committee of three members of the Association, plus the Treasurer to review Association financial procedures and investment policies each year. A report of the Committee shall be made to the Board of Directors quarterly, for the Board’s review and possible action, should approval be required of bylaw changes during the annual general meeting of the Association.
The Association shall secure and keep in effect a Treasurer’s Bond for the Treasurer, who acts as the agent for the Association.
The Treasurer shall have the authority to secure any and all necessary services required for conducting the business and operations of the Association, within the budget approved by the Board of Directors.
With the exception of the CP/S/T, which are potentially salaried contract positions, Directors
and General Officers serve on a voluntary basis and shall not be compensated for their services, except that upon approval by the Treasurer, President or the Board of Directors, ordinary and necessary expenses incurred in the conduct of the Association business may be reimbursed to Directors, Officers, or other individuals deemed appropriate.

ARTICLE X

MEETINGS

Meetings of the Association shall be held annually at a time and place to be named by the Conference Planner with approval of the Board of Directors. The long-term Association goal is to designate several regional site locations, to be proposed by the Conference Planner and approved by the board of directors, for the annual Association meeting, which will allow the Conference Planner to secure a contract with providers on a long-term basis that is beneficial to the interests of NSPMA. The rotation between regional sites will allow those state associations and members within that particular region to become actively involved when the conference is in their region.
The quorum requirement for action(s) at a meeting of the Association shall be met by those members in attendance during the Business Session when action(s) are proposed.
Meetings of the Board of Directors shall be held at a time and place named by the President, with consensus of the Board of Directors. Meetings may occur through telephonic conferencing. Actions by the Board of Directors require a simple majority.
Proxy voting by the Directors is allowed. A proxy ballot may be requested from the President by those Board of Director members who will be absent for a Board of Director’s meeting. The ballot shall contain the motion, ballot actions, and space for signature and date.
Meetings shall be conducted in accordance with Robert’s Rules of Order.
In the event action is required of the Association’s full membership between annual conferences, the President may establish, with the approval of the Board of Directors, a balloting system to acquire the Association membership vote on such action. The quorum requirement for action(s) by such balloting is attained by the return of fifty percent of the ballots distributed plus one, with final action being based upon a simple majority of the responses.
To ensure compliance with all laws and articles of incorporation, the Association’s annual conference shall be unilaterally organized, planned, managed, and operated for the benefit of the Association by the Conference Planner and Board of Directors. Fiscal and content responsibility shall lie totally with the Association. Organizing and holding a state conference jointly with the Association at the conference site, by a state association, during the Association conference dates is prohibited. However, should a circumstance arise where the Conference Planner felt it was in the best interest of the Association and the state association to allow state activities to combine with the Association conference, the Conference Planner may negotiate a contract proposal with the state association, ensuring the Association’s unilateral control and no laws or articles of incorporation or the Association’s 501C3 status is violated or placed in jeopardy, said contract proposal shall be presented to the full Board of Directors for approval. A state association may request from the Conference Planner, time during the conference program for state association business. Other state support of the Association conference program, in compliance with the intent and goals of the Association’s program and mission statement may occur when approved by the Board of Directors.

ARTICLE XI

AMENDMENTS

Any amendment to this Constitution and these By-laws shall be submitted in writing to the Board of Directors no later than thirty (30) days prior to the Association Meetings. The President or designee shall present the proposed amendments to the Association at the next meeting, with the Board of Directors’ recommendation to adopt or reject the proposed amendment. The proposed amendment(s) shall require a 2/3 majority vote of those present during the Association business session for adoption.

ARTICLE XII

ASSOCIATION RECORDS

The records of the NSPMA are open for public inspection upon written request during regular weekday business hours made to the Secretary. A response will be issued within 72 hours of receiving the written request, not inclusive of weekend hours. The requesting individual shall bear the costs associated with any reproduction and mailing expenses.