• BYLAWS

     

    Northwest Service Cooperative

    June, 2004
    Bylaws of the Northwest Service Cooperative

    TABLE OF CONTENTS

    ARTICLE I – NAME…………………………………………………………………...5

    A: Official………………………………………………………...........................5

    B: Unofficial……………………………………………………...........................5

    ARTICLE II - ESTABLISHMENT OF THE

    NORTHWEST SERVICE COOPERATIVE…………………………5

    A: System Created………………………………………………………………..5

    B: Purpose………………………………………………………………………...5

    ARTICLE IIIMEMBERSHIP………………………………………………………6

    A. Full Membership……………………………………………............................6

    B. Associate Membership for Non-Public Schools and Other Organizations

    Not Qualifying for Full Membership….......................................................6

    C. Associate Membership for Public Schools, Cities, Counties, Non-Profit Organizations and Other Governmental Agencies………………………..6

    D. Initiating Membership………………………………………………………....7

    E. Withdrawal of Membership…………………………………………………....7

    ARTICLE IV – ORGANIZATION, PROCEDURE & ACTIVITES OF THE

    BOARD OF DIRECTORS………………………………………..7

    A. Governing Board Members…………………………………………………….7

    B. Terms……………………………………………………...................................7

    C. Elections…………………………………………………..................................8

    C1. Election Calendar……………………………………………………..9

    C2. Nominations…………………………………………………………..9

    D. Annual Organization Meeting…………………………………………………9

    E. Officers of the Board…………………………………………………………..9

    F. Ex-Officio Board Members………………………………………………….10

    G. Duties and Powers of the Board……………………………..........................10

    G1. Authorization………………………………………………………..10

    G2. Annual Plan…………………………………………………………10

    G3. Annual Evaluation…………………………………..........................11

    G4. Annual Plan Distribution……………………………………………11

    G5. Property and Assets…………………………………………………11

    G6. Facilities……………………………………………………………..11

    G7. Spending of Funds…………………………………………………..11

    G8. Executive Director…………………………………………………..11

    G9. Staff Licensure………………………………………………………12

    G10. Personnel…………………………………………...........................12

    G11. Member Contracts………………………………………………….12

    G12. Other Contracts…………………………………………………….12

    G13. Relationship to Other Agencies……………………………………12

    H. Governing Board Legal Address……………………….................................12

    ARTICLE V – BOARD OF DIRECTOR MEETINGS……………………………….12

    A. Regular Board of Director Meetings…………………………………………12

    A1. Agenda…………………………………………................................12

    A2. Quorum……………………………………………...........................12

    A3. Public………………………………………………………………..13

    A4. Expenditures…………………………………………………………13

    A5. Legal Action…………………………………………………………13

    A6. Fees and Other Revenues……………………………………………13

    A7. Insurance……………………………………………………………13

    B. Calling Special Board of Director Meetings………………………………….13

    C. Annual Meeting……………………………………………………………….13

    ARTICLE VI – MINUTES OF PROCEEDINGS……………………………………13

     

    A. Minutes………………………………………………………………………..13

    B. Board Action……………………………………………….............................13

    C. Official Newspaper…………………………………………...........................13

    ARTICLE VII – RULES OF ORDER……………………………………………….14

     

    Roberts Rules…………………………………………………………………….14

    ARTICLES VIII – COMMITTEES………………………………………………….14

     

    A. Special Committees…………………………………………………………..14

    B. Advisory Councils………………………………………….............................14

    ARTICLE IX – FISCAL YEAR……………………………………………………...14

     

    A. January………………………………………………….................................14

    B. July…………………………………………………………………………...14

    ARTICLE X - ADOPTIONS AND AMENDMENTS………………………………..14

    A. Adoption………………………………………………………………………14

    B. Amendments…………………………………………………………………..14

    ARTICLE XI – DISSOLUTION……………………………………………………...15

     

    A. Board Action……………………………………………….............................14

    B. Obligations……………………………………………………………………15

    C. Assets…………………………………………………………………………15

    D. Liabilities………………………………………………..................................15

    Officially adopted by the Board of Directors, October 4, 1977

    Final Revision Approved February 7, 1978

    Amended May 3, 1983

    Amended February 7, 1984

    Amended July 5, 1988

    Amended December 1, 1992

    Amended April 1, 1997

    Amended November 12, 1997

    Amended December 2, 1997

    Amended November 2, 1998

    Amended September 3, 2002

    Amended August 5, 2003

    Amended June 1, 2004

     

    NORTHWEST SERVICE COOPERATIVE

    BYLAWS

    ARTICLE I

    NAME

    A. OFFICIAL: The name of this organization shall be the Northwest Service Cooperative (hereinafter referred to as NWSC).

    B.UNOFFICIAL: Other abbreviations and/or other acronyms may be used but would not be deemed the official name.

    ARTICLE II

    ESTABLISHMENT OF THE

    NORTHWEST SERVICE COOPERATIVE

    A. SYSTEM CREATED: The NWSC is a public agency established pursuant to Session Law 1976, 123.58, Minnesota Statutes as well as 1995 legislative public law and written agreements (hereinafter called “The Agreement”) entered into by Members. The geographical boundaries of the NWSC shall coincide with Region One and Region Two as identified in Governor's Executive Order 8, dated September 1, 1971, and 59, dated May 29, 1973, issued pursuant to the Regional Development Act of 1969, Minnesota Statutes, Sections 462.381 to 462.397, with the following exceptions:

    (1) Existing school district boundaries shall not be altered as a result of this act.

    (2) The entire governmental unit shall be a member if the central administrative office for that unit falls within the NWSC.

    B. PURPOSE: The general purpose of the NWSC is to assist members with multi-agency programs, services, and training to the extent those cooperative efforts may provide efficient and effective development or distribution of the same.

    Further, the purpose of the NWSC shall be consistent with enabling legislation providing for its creations (M.S. 123A.21).

    The primary purpose of the NWSC shall be to perform planning on a regional basis and to assist in meeting the specific needs of its members which can better be provided by a Service Cooperative than by the members themselves. The NWSC will provide those programs and services which are determined, pursuant to 123A.21 Sub. 7 to be priority needs of the region and will assist in meeting special needs which arise from fundamental constraints upon individual members.

    It is also understood that the NWSC may provide administrative, purchasing, data, and other services and programs to Cities, Counties, and Other Governmental Agencies pursuant to M.S. 1990, section 123.58, as amended.

    The NWSC shall, to the extent possible, make technical assistance for long-range planning available to members upon request.

    ARTICLE III

    MEMBERSHIP

    A. FULL MEMBERSHIP: Full membership in the NWSC is limited to Public Schools, Cities, Counties, and Other Governmental Agencies as defined in Minnesota Statutes 123A.21 and 471.59, who pay membership service fees as determined by the Board of Directors. Participation and voting privileges in the governance of the NWSC is limited to full members. Beyond basic membership services, members may elect to participate in special programs and services when paying fees proportionate to the extent of their participation in those special programs or services. No member shall be compelled to participate in any NWSC program or service.

    B. ASSOCIATEMEMBERSHIP FOR NON-PUBLIC SCHOOLSAND OTHER ORGANIZATIONS NOT QUALIFYING FOR FULL MEMBERSHIP: Associate membership is open to NWSC regional Non-Public Schools as well as Non-Profit Organizations and a limited number of For-Profit businesses seeking informal working partnerships with the NWSC. Associate members are entitled to copies of the publications and notices of the NWSC to the same extent as full members. These limited associate members may not vote nor can they hold elective offices on the NWSC Board. Associate members and their personnel may participate in programs and services to the extent allowed by law. Non-Public Schools and other partnership agencies or organizations desiring associate membership shall pay an associate membership fee as determined by the NWSC Board of Directors. Any of these associate members electing to participate in special programs and or services shall pay the appropriate fees to the extent of their participation in the special program or service.

    C. ASSOCIATEMEMBERSHIP FOR PUBLIC SCHOOLS, CITIES, COUNTIES, NON-PROFIT ORGANIZATIONS AND OTHER GOVERNMENTAL AGENCIES: Associate membership is open to Public School Districts, Cities, Counties, and Other Governmental Agencies from other regions. As per state law, these members may belong to more than one Service Cooperative. Associate members are entitled to copies of the publications and notices of the NWSC to the same extent as full members. These limited associate members may not vote nor can they hold elective offices on the NWSC Board. Associate members and their personnel may participate in programs and services to the extent allowed by law. Non-Public Schools and other partnership agencies or organizations desiring associate membership shall pay an associate membership fee, as determined by the NWSC Board of Directors. Any of these associate members electing to participate in special programs and or services shall pay the appropriate fees to the extent of their participation in the special program or service.

    D. INITIATING MEMBERSHIP: Qualifying units will be admitted to membership upon passage of an appropriate resolution of the local Board/Council/Commission, signing the memorandum of agreement, the acceptance of the bylaws of the NWSC, and the payment of the proposed membership fees.

    E. WITHDRAWAL OF MEMBERSHIP: A member may elect to withdraw from participation in the NWSC and cause its representative to cease to function in any capacity upon six (6) months written notice to the Board of Directors; such notice to be accompanied by a certified copy of the appropriate resolution of the Board/Council/Commission of such member, authorizing and directing such withdrawal of such member. Any such withdrawal shall be conditional upon the following:

    1) Withdrawal shall be effective June 30 following receipt by the Board of Directors of written notification of the withdrawal by February 1st of the same year.

    2) The proportionate share of any expenses already certified to the withdrawing member for the current membership year shall be paid by the said member to the NWSC.

    ARTICLE IV

    ORGANIZATION, PROCEDURE AND ACTIVITIES

    OF THE BOARD OF DIRECTORS

    A. GOVERNING BOARD: The care, management, and control shall be vested in a Board of Directors composed of not less than 6 nor more than 15 members, number to be determined by the Board.

    The majority of the members of the Board of Directors shall be current members of school boards of districts which are full members of the NWSC.

    If a Board Member misses three (3) consecutive meetings without valid excuses, he/she will be removed from the board and a vacancy declared. Valid reasons of absence are: local governing board meetings, illness, vacations, emergencies, and other reasons approved by the board. The executive director or the chairman of the board shall be notified prior to the meeting whenever possible.

    Any CCOGA/NWSC Board Members shall also serve on the CCOGA Advisory Council to the NWSC Board. The CCOGA Advisory Council shall establish its own rules in nominating qualified CCOGA members to the NWSC Board.

    B. TERMS: Board Members are elected or named to four (4) year terms effective January 1, 2004. Elections shall occur, in alternate years, after the first Tuesday in November, but not later than December 15th, beginning in 2003, and thereafter occurring in odd numbered years only.

    Should a NWSC Board Member not file for re-election to their local Board or be defeated in their local Board election, they will be allowed to complete their term of office. The Board may not appoint these members to another term for a period of one (1) year.

    Should a vacancy on the Board occur as a result of an unexpired term, that vacancy may be filled by appointment by the Board of Directors until such vacancy can be filled at the next annual election.

    The Board shall announce to its membership in situations when the Board plans to fill by appointment any vacant Board position. Appointed Board Members shall not serve more than two (2) consecutive terms.

    C. ELECTIONS: Election to the Board of Directors shall be by vote of all school board members of full membership districts. Each school board member shall have one vote. The remaining board members may be representatives at-large appointed by the Board of Directors or elected as representatives by other participating agencies such as cities, counties or other governmental units in a manner which shall be determined by the Board of Directors.

    Nomination papers on behalf of a candidate for school board members of Board of Directors of the NWSC shall be filed with the regional Director not more than forty-five days, nor less than twenty days prior to the election at which a member is to be elected. Each candidate shall be nominated by a petition signed by a majority of a member school board, or elected governmental body; petition shall identify the district from which a candidate is to be elected, the name of the candidate, that he/she is a resident of the named area and a brief resume' of the candidate's background and experiences. A vacancy on the board which results in an unexpired term shall be filled by appointment by the Board of Directors until such a vacancy can be filled at the next annual election. Currently elected board members whose service cooperative board term expires will be placed on the ballot for re-election. Board members who are not interested in being nominated for re-election will submit a letter to that fact prior to the ballots being printed.

    The Board of Directors of the regional service area shall cause to be printed the ballots for election of members of such board, and not later than 10 days before the election shall deliver to the superintendents of the member school districts a sufficient number of ballots for use by the school board members of the districts. The ballots shall be printed in a form conforming to state laws concerning the election of school board members.

    In accordance with the number of school board member vacancies, the election will take place as follows;

    1) Election Calendar: Prior to November 1 of each odd numbered year, the Board of Directors shall adopt an official election calendar detailing filing timelines, election timelines, terms vacant for said election, and other pertinent information.

    2) Ballots for school board members: The Board of Directors of the NWSC regional service agency shall cause to be printed the ballots for election of members of such boards and not later than 25 days before the election shall deliver to the Superintendents of the member school districts a sufficient number of ballots for use by each school board member. Write-in provisions on the ballot will equal the number of director vacancies for qualifying member's names. The ballots shall be printed in a form conforming to state laws concerning the election of governing board members.

    D. ANNUAL ORGANIZATION MEETING: The Board of Directors of NWSC shall meet and organize at the regular annual meeting in January of each year. At this meeting, the Board of Directors shall select its officers and conduct any other necessary organizational business such as designating the official depositories, setting the monthly meeting date, time, location, etc. The offices to be annually filled shall be those of Chair, Vice-Chair, Clerk and Treasurer. No two (2) officers shall be from the same membership governmental unit. Members of the NWSC Board will have the same public liability as members of independent school boards or other elected governmental officials. The Board of Directors must hold at least this annual meeting in the month of January to conduct business of the joint powers NWSC governmental body.

    E. OFFICERS OF THE BOARD: The Officers of the Board of Directors shall be a Chair, Vice-Chair, Clerk and Treasurer. The duties of the Officers are specified in these By-Laws.

    1) Chair: The duties of the Chair are as follows:

    a) Preside at all meetings of the Board of Directors.

    b) Appoint subcommittees of the Board and may serve as a member ex-officio of all committees.

    c) Sign contracts and agreements requiring approval by the Board of Directors.

    d) Represent the Board of Directors in all matters.

    e) Perform such other duties as may be assigned by the Board of Directors or by action of the membership in general session.

    2) Vice-Chair: The duties of the Vice-Chair are as follows:

    a) Discharge such functions as may be assigned him/her by the Chair or by the Board of Directors.

    b) Discharge the duties of the Chair in the event of his/her absence or disability.

    3) Clerk: The duties of the Clerk are as follows:

    a) Record the minutes of the Board of Director's meetings and regular and special meetings of the membership and direct distribution of minutes to members of the Cooperative.

    b) Present the minutes of the previous meeting for approval at each regular and special Board of Director's meetings.

    c) Direct and inspect all records and reports required of the Clerk which shall be prepared by the staff as directed by the Board of Directors.

    d) Undertake such other duties as may be assigned by the Board of Directors.

    4) Treasurer: The duties of the Treasurer are as follows:

    a) Direct and inspect all records and reports required of the Treasurer.

    b) Sign all orders approved by the Board of Directors thereby converting the orders into checks.

    c) Review the financial records of the Cooperative monthly.

    d) Undertake such other duties as may be assigned by the Board of Directors.

    F. EX-OFFICIO BOARD MEMBERS: The NWSC Board, at its discretion, may appoint two (2) member superintendents of schools as ex-officio, non-voting advisory members to the Board to serve four (4) year staggered terms effective January, 2005. In situations where the Board is naming two ex-officio advisory members, attempts should be made for equal representations from Service Cooperative Region 1 and Region 2 governance areas. The Board may also name an alternate, four (4) year term, ex-officio advisory member for instances of known upcoming meeting absences of either of the two named ex-officio governing board members.

    G. DUTIES AND POWERS OF THE BOARD: The Board of Directors shall have authority to maintain and operate the NWSC. Subject to the availability of necessary resources. Included among the powers and duties of this Governing Board are:

    1) Authorization: The Board of Directors shall exercise all powers and carry out all duties delegated to it by members under provisions of the Service Cooperative statutes and shall exercise all powers and carry out all duties delegated to it by delineation of these bylaws. The NWSC Board of Directors shall be governed, when not otherwise provided, by current applicable laws of the State of Minnesota.

    2) Annual Plan: Service Cooperative program and services annual planning process. The plan shall identify the programs and services that are suggested for implementation by the NWSC during the upcoming year. The plan shall contain components of long-range planning determined by this agency. The programs and services may include, but are not limited to, the following areas: Administrative Services, Curriculum Development, Data Processing, Distance Learning & Other Telecommunication Services, Evaluation & Research, Staff Development, Media & Technology Centers, Publications & Dissemination of Materials, Pupil Personnel Services, Planning, Secondary/ Post-Secondary/ Community/Adult Vocational Education, Teaching & Learning Services including Services for Students with Special Talents and Needs, Employee Personnel Services, Vocational Rehabilitation, Health/Diagnostic, plus Child Development Services & Centers, Early Childhood & Family Education, Community Services, Shared Time Programs, Fiscal Services & Risk Management Programs, Technology Planning, Training & Support Services, Health & Safety Services, Student Academic Challenges, Cooperative Purchasing, and Programs & Services requested by the membership. The NWSC shall, to the extent possible, make technical assistance for long-range planning available to school districts upon request and shall establish a common database for local and regional decision making.

    3) Annual Evaluation: The Board of Directors shall submit an Annual Evaluation Report of the effectiveness of programs and services to its members by September 1 of each year following the previous June 30 in which the programs and services were provided.

    4) Annual Plan Distribution: The Board of Directors shall submit to each participating member, by June 1 of each year, an Annual Plan which describes the objectives and procedures proposed to be implemented. The plan seeks to identify areas the NWSC can assist members in resolving issues the members face in this Service Cooperative region.

    5) Property and Assets: Any property acquired by the NWSC Board is public property to be used for essential public and governmental purposes which shall be exempt from all taxes and special assessments levied by a city, county, state, or political subdivision thereof.

    6) Facilities: The Board of Directors shall have the authority to provide adequate office, service center, and administrative facility by lease, purchase, gift, or otherwise.

    7) Spending of Funds: As a public corporation, the Board of Directors may make application for, accept and expend, private, state, and federal funds that are available for programs of benefit for this agency and its members.

    8) Executive Director: The Board of Directors shall employ an Executive Director along with such number of special project coordinators/supervisors as may be deemed necessary. The Board of Directors shall also fix the salary and conditions of employment of such employees, which may include reasonable and necessary expenses, vacations and sick leave time. The Board of Directors may designate one project supervisor to assist the Director during the absence or disability of the Executive Director and to act as Interim Director in any vacancy in the office of Executive Director. The Executive Director shall, under the direction of the Board of Directors, exercise the following power and duties:

    a) Act as executive officer of the Board of Directors.

    b) Preside at the annual organizational meeting of the Board of Directors.

    c) Prepares and presents agendas for Board of Director meetings regarding agency business to be acted upon by the Board of Directors.

    d) Attend all regular and special meetings of the Board of Directors, when so requested by the Board of Directors, and advise the Board of Directors on all questions and considerations.

    e) Serve as Ex-Officio member on all advisory committees or councils appointed by the Board.

    f) Acts on behalf of the Governing Board as the custodian of records, reports, documents, correspondence, educational equipment and supplies and other property and maintain inventories and records.

    g) Makes financial records of the Board available at all times and submit them annually for audit.

    h) Prepare and submit an itemized budget for approval by the Board.

    i) Promotes, through meetings and conferences with other governmental units, teachers, parents, and the public generally, by distribution of pamphlets, bulletins and other materials, an active interest in all desirable types of public education, and suggests needed changes and improvements identified by member schools.

    j) Encourages and promotes membership of all eligible governmental agencies and units in the NWSC region.

    9) Staff Licensure: The Board of Directors may employ service area personnel pursuant to licensure and certification standards developed by the appropriate state agency, such as the Minnesota Department of Education and the Minnesota Department of Commerce.

    10) Personnel: The Board of Directors is authorized to employ a central administrative staff and such other personnel as necessary to provide and support the agreed upon programs and services of the NWSC. The Board of Directors may discharge staff and personnel pursuant to applicable provision of law. The NWSC personnel may participate in retirement and benefit programs as available to Minnesota public school staff and personnel.

    11) Member Contracts: The Board of Directors may enter into contracts with local Governing Boards including schools, cities, counties, and other governmental agencies of this region and associate memberships for units outside the NWSC region.

    12) Other Contracts: The Board of Directors may enter into contracts, including joint powers agreements, with other public and private agencies and institutions to provide administrative staff and other personnel as necessary to furnish and support the agreed upon programs and services.

    13) Relationship to Other Agencies: The Board of Directors is encouraged to establish cooperative working relationships and partnerships with post-secondary educational institutions, public agencies, businesses, and industries.

    H. GOVERNING BOARD LEGAL ADDRESS: The legal address of the Board shall be the business office of the Executive Director, which must be located within the boundaries of the NWSC.

    ARTICLE V

    BOARD OF DIRECTOR

    MEETINGS

    A.REGULAR BOARD OF DIRECTOR MEETINGS: The Board of Directors

    shall meet at the call of the Board Chair or any three (3) members of the Board. Regular meetings may annually be set by the Board as well.

    1) Agenda: An agenda shall be sent to each member at least five (5) days prior to the regular meeting of the Board. Matters of an emergency nature not on the agenda may be considered at the time of the meeting by consent of three-fourths of all directors present.

    2) Quorum: A quorum at any meeting of members of the Board shall consist of a majority of the elected Board of Directors.

    3) Public: The meetings of the Board at which official action is taken shall be open to the public except as authorized by law.

    4) Expenditures: Drafts may be written against NWSC funds only for expenditures properly approved by the Board. The drafts shall be signed by either the facsimile signatures of the Executive Director and the Treasurer or the manual signatures of the Executive Director and Treasurer.

    5) Legal Action: The Board may prosecute in its name and defend or settle action brought by or against it.

    6) Fees and other Revenues: The Board may make reasonable charges for its services rendered to members and non-members. The Board may also receive for its benefit contributions from members, bequests, donations, gifts, and shared appropriations for any purpose designated by the Board. Grants, fees, and service or product income are also deemed as NWSC revenue sources.

    7) Insurance: The Board shall procure insurance against liability of the Board and of its officers and employees for damages resulting from wrongful acts and omissions of the Board, and its officers, and employees, whether or not the acts or omissions relate to governmental or proprietary functions of the Board. Insofar as this insurance relates to governmental functions of the Board, the policy of insurance shall contain a provision under which the insurance company agrees to waive the defense of governmental immunity up to the limits of the policy unless the Board consents to the assertion of the defense.

    B. CALLING SPECIAL BOARD OF DIRECTOR MEETINGS: Special Board meetings shall meet at the call of the Chair or any three (3) Members of the Board.

    C. ANNUAL MEETING: Shall be conducted annually, in January, for the NWSC members, and may be held in conjunction with the annual organization of the Board Officers and annual business of the NWSC.

    ARTICLE VI

    MINUTES OF PROCEEDINGS

    A. MINUTES: The official minutes of the preceding meeting shall be approved by the Board and signed by the Chairman and the Clerk at the following Board meeting.

    Minutes of proceedings of the Board shall be transmitted to members.

    B. BOARD ACTION: A copy of all motions and the names of the persons making and seconding motions shall be recorded. There shall be a recorded vote if the vote is not unanimous.

    C. OFFICIAL NEWSPAPER: The largest circulation newspaper of the city of the NWSC office building will be deemed the official newspaper.

    ARTICLE VII

    RULES OF ORDER

    ROBERTS RULES: The rules of parliamentary procedure in the latest edition of Robert's Revised Rules of Order shall govern the Board and advisory committees and councils in their deliberations in all matters except as otherwise provided in these bylaws. Rules may be amended at any meeting by a majority vote. The order of business may be suspended at any meeting by mutual agreement or by a majority vote.

    ARTICLES VIII

    COMMITTEES

    A. SPECIAL COMMITTEES: The Board may authorize such special committees as are deemed necessary. Any special committees shall report to the Board and may be dissolved when its report is accepted by the Board.

    B.ADVISORY COUNCILS: There may be advisory councils selected to give advice and counsel to the Board of Directors. The councils could be composed of Mayors, Superintendents, County Administrators, Elected Officials, Central Office Personnel, Principals, Teachers, Parents, and Lay Persons.

    ARTICLE IX

    FISCAL YEAR

    A. JANUARY: The Board of Director's organizational governance year follows the calendar year.

    B. JULY: The fiscal year shall commence on July 1 and end on June 30 each year. The Board shall employ qualified public accountants for the purpose of conducting an annual fiscal audit upon the books and records of the Board. Regulations appropriate to Minnesota Independent School Districts shall govern audit procedures.

    ARTICLE X

    ADOPTIONS AND AMENDMENTS

    A. ADOPTION: These bylaws require an affirmative vote of two-thirds of the members of the Board of Directors.

    B. AMENDMENTS: These bylaws may be amended by the affirmative vote of two-thirds of the members of the Board of Directors, provided that the substance of the proposed amendments shall have been submitted in writing to each member of the Board of Directors at least ten (10) days prior to such vote.

    ARTICLE XI

    DISSOLUTION

    A. BOARD ACTION: The NWSC shall be dissolved upon the occurrence of any of the following events:

    (1) There shall be fewer than three members; or

    (2) The Board of Directors recommends dissolution and a majority of the members in good standing cast an affirmative vote to dissolve the organization at a regularly scheduled annual meeting; or

    (3) The Board of Directors recommends transfer of the NWSC to a successor

    organization, and a majority of the members in good standing cast an affirmative vote to affect such transfer. In this event, all assets and liabilities of the NWSC shall transfer to the successor organization and paragraphs “C” and “D” below shall be ineffective.

    B. OBLIGATIONS: The Board of Directors shall determine the necessary actions to affect dissolution and shall implement such actions. In the course of dissolution, the Board of Directors shall make provisions for payment of all its legal obligations and debts and shall make provisions of the resolution of any other liabilities.

    C. ASSETS: Notwithstanding any law to the contrary, any assets remaining after effective dissolution shall be distributed by the Board of Directors among those members who were full members at the time of dissolution and those whose withdrawal was effective within the 12-month period immediately preceding the date of dissolution.

    D. LIABILITIES: Any liabilities remaining after effective dissolution shall be delegated by the Board of Directors among those school districts who were members at the time of dissolution and those whose withdrawal was effective within the 12-month period immediately preceding the date of dissolutions.

    ~END~

Last Modified on December 19, 2013