Bylaws

Article I

1.1 Name of Organization. This corporation shall be known as the International Council Advancing Independent School Accreditation (“ICAISA”).

 1.2 Nature. ICAISA is a non-governmental, voluntary, nonprofit, and nonstock corporation organized under the laws of the Commonwealth of Virginia.

 1.3 Purpose. The purposes of ICAISA are as stated in the Articles of Incorporation.

 1.3 Location. The principal office shall be determined by the Board of Directors (the “Board”).

Article II

2.1 Membership. Membership in ICAISA is open to independent school accrediting bodies that meet the accreditation requirements set forth in the Criteria for Effective Independent School Accreditation Practices and other established responsibilities of Membership. Each accrediting body shall be represented by its Executive Director (i.e., Executive Director, President).

 1. The Membership of ICAISA shall have final authority and vote on the approval of dues, the admission of new members, the removal of members, the election of Officers and Directors, and amendments and changes to Bylaws.

2.2 Election to Membership. Applicants seeking membership in ICAISA shall make an application to the Board through the Executive Director or the Board’s designee. Applications shall be made, processed, and approved in accordance with the guidelines and upon such form or forms as may be prescribed by ICAISA.

2.3 Classes of Members. ICAISA shall have the following classes of members:

A. Full Members

B. Provisional Members

2.4 Full Member (Voting Members). A Full Member shall be an independent school accrediting body approved as such by ICAISA and which:

A. Shall be incorporated as a Section 501(c)(3), Section 501(c)(6), or equivalent not-for-profit international entity. A for-profit organization shall not be eligible for membership;

B. Shall have been operating as an independent school accrediting body for at least five (5) years;

C. Shall submit audited financial statement documentation of sound financial condition;

D. Shall adhere to ICAISA criteria of non-discrimination in hiring; and

E. Shall participate in a regular review of its accrediting process by representatives of ICAISA.

Each Full Member has one (1) vote. Full Members shall elect the Board and transact other business that may come before it.

2.5 Provisional Member (Non-Voting Members). A Provisional Member shall be an independent school accrediting body elected as such by ICAISA and which:

A. Shall be incorporated as a Section 501(c)(3), a Section 501(c)(6), or equivalent not-for-profit international entity. A for-profit organization shall not be eligible for membership;

B. Can and will meet the standards for full membership and accreditation within three (3) years of its election as a Provisional Member;

C. Shall submit audited financial statement documentation of sound financial condition;

D. Shall adhere to ICAISA criteria of non-discrimination in hiring; and

E. Shall be subject to visitation from time-to-time by representatives of ICAISA.

No Provisional Member shall serve as a Provisional Member for longer than three (3) years, unless otherwise extended by a majority vote of the Board.

Provisional Members shall not be entitled to vote.

2.6 Membership Dues. Annual membership dues are payable when billed.

A. Full and Provisional Members shall pay full dues as determined from time to time by resolution of the Board.

B. Dues required of new members who join ICAISA after the beginning of the year shall be prorated.

Resolutions determining the schedule of dues shall be approved by a majority vote of ICAISA.

2.7 Additional Responsibilities of Full and Provisional Members. In addition to the requirements set forth in these Bylaws, Full and Provisional Members shall be expected to:

A. Attend all ICAISA meetings unless prevented by extenuating circumstances, upon notification to the Chair and Executive Director. If an ICAISA member’s Executive Director is not in regular attendance, it may be subject to membership review.

B. Serve on the Board as elected by ICAISA.

C. Provide representatives to serve on ICAISA Review Committees.

D. Support ICAISA-sponsored programs and events both by attending and providing support as needed.

E. Be guided by ICAISA’s Statement of Core Values and Principles of Best Practice and Model Core Standards.

F. Complete any yearly reporting required by ICAISA, including any required statistical information.

G. File an annual report with ICAISA and /or any other report as may be requested from time to time by the Chair or Executive Director in his or her full discretion.

2.8 Maintenance of Membership for Full Members. Full Members must adhere to the Criteria for Effective Independent School Accreditation Practices which shall be enforced by the Board of Directors. The process for evaluation of compliance with such practices and/or other general membership requirements and addressing deficiencies shall be as determined by the Board of Directors.

2.9 Termination of Membership. A Full or Provisional membership (regardless of membership class) shall terminate upon resignation or expulsion of the Full or Provisional Member for violation of any of the terms and conditions of membership as determined by ICAISA.

2.10 Annual and Special Meetings. ICAISA will meet no fewer than two times per year. The Annual Meeting of ICAISA shall be held in conjunction with the NAIS Annual Conference. The presence of a majority of the Full Members shall constitute a quorum. ICAISA shall notify members of the date, time, and place of each annual and special meeting by any method permitted by law. Such notice shall be given no less than 10 and no more than 60 days prior to the meeting date, except as otherwise required by law.

Special meetings of the members of ICAISA may be called by the Board of Directors, the Chair, or any other person or persons authorized to do so by these Bylaws or the Articles of Incorporation.

2.11 Voting. A majority of votes carries any action, except where provided otherwise by law or by these Bylaws. Whenever the vote of Full Members is required or permitted, such action may be taken without a meeting on the written consent setting forth the action taken signed by all Full Members entitled to vote. Proxy voting is permitted in accordance with the requirements of law and the Board.

Article III

3.1 Board of Directors. The business and affairs of ICAISA shall be managed by the Board. The Board shall consist of not less than five (5) or more than twelve (12) Directors. Directors shall be elected by the ICAISA voting members. Directors may serve a maximum of two (2) consecutive terms, each of which shall consist of two (2) years except a Director who is a member of the Executive Committee or who is nominated as an officer may serve an additional successive term if re-elected by the Full Members and except the NAIS appointed Director.

1. ICAISA members may elect no more than three (3) at-large Directors.

2. The National Association of Independent Schools (NAIS) may appoint a member to the Board of Directors who will serve as an ex officio voting member. This Director serves at the pleasure of NAIS with no term limitation.

3.2 Resignation. Any Director may resign by giving written notice to the Chair or to the Board of Directors. Unless otherwise specified in such notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and acceptance of the resignation shall not be necessary to make it effective.

3.3 Removal/Vacancy. Any Director may be removed or suspended from office for misconduct, incapacity, neglect of duty, or adequate reason by a two-thirds vote of the Directors then in office in accordance with policies and procedures established by the Board and applicable law. The Board may fill any vacancy on the Board in accordance with the policies and procedures established by the Board.

3.4 Meetings. Meetings of the Board of Directors are called by the Chair. Notice of the meetings shall be provided in a manner and time in accordance with these Bylaws and applicable law. Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the action of the Board. A majority of the Directors, then in office, constitutes a quorum. Any action required or permitted to be taken by the Board may be taken without a meeting if all of the Directors consent in writing to the adoption of a resolution authorizing the action, and the writing or writings are filed with the minutes of proceedings of the Board.

 3.5 Compensation and Reimbursement. Directors shall not be compensated for their services. Nothing herein shall be construed to preclude any Director from serving the ICAISA in any other capacity and receiving compensation therefore. Directors shall, however, be reimbursed for reasonable approved expenses for ICAISA related work. Official delegates of the ICAISA may be reimbursed for reasonable expenses for attendance at meetings at the request of the Board.

Article IV

4.1 Number and Qualifications. The Board shall choose from ICAISA Members a Chair, one or more Vice Chairs, a Secretary, a Treasurer and such other officers as the Board shall deem necessary or advisable. One person may hold any two offices and perform the duties thereof except those of Chair and Secretary; however, no instrument required to be signed by more than one officer shall be signed by the same individual in more than one capacity.

4.2 Elected Officers. All officers shall be elected by ICAISA at the Annual Meeting. Each such officer shall hold office for a term of two (2) years until re-elected or until a successor has been chosen.

4.3 Removal. Any officer may be removed or suspended from office for misconduct, incapacity or neglect of duty by a two-thirds vote of the Directors then in office in accordance with the policies and procedures established by the Board and applicable law.

4.4 Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or the Chair. Such resignation shall take effect at the date of the receipt of such notice or at any later specified date therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.5 Vacancies. Any vacancy from any cause in any office may be filled by the Board at any time for the unexpired portion of the term, if any.

4.6 Powers and Duties. The officers shall have authority and perform such duties in the management of ICAISA as may be prescribed by these Bylaws or by the Board, and to the extent so prescribed, they shall have such authority and perform such duties in the management of ICAISA subject to the control of the Board, as generally pertaining to their respective duties. The Chair shall preside at meetings of ICAISA and the Board of Directors and shall serve as an ex officio member of all committees.

Article V

5.1 The Board of Directors shall appoint an Executive Director who shall serve at its pleasure and shall be in charge of carrying out the purposes of ICAISA and the directives of the Board and the Executive Committee. The Executive Director serves as a non-voting ex officio Director of the Board and non-voting ex officio member of all committees.

Article VI

6.1 Committees. The Board may appoint certain standing and other committees as determined by the Board. The Board shall appoint individuals to serve on all other committees. The Board may appoint non-Directors to serve on all committees, except for the Executive Committee.

6.2 Executive Committee. The elected Officers and the NAIS appointed Director shall constitute the Executive Committee. The Executive Director shall be a nonvoting, ex officio member of the Executive Committee. While the Board is not in session, the Executive Committee shall have the power generally to conduct the business of ICAISA in accordance with the policies that may be established by the Board, except as otherwise provided by these Bylaws or law.

6.3 Standing Committees. The Board shall appoint a Governance Committee, a Membership Committee, a Criteria and Standards Committee, and such other standing committees as determined by the Board.

6.4 Committee Powers. The majority of all members of any committee may determine the rules of order or procedure of such committee and a common place of its meetings, unless the Board or the Chair shall otherwise provide so long as it is in accordance with the law or these Bylaws.

Article VII

7.1 Fiscal Year. The fiscal year of ICAISA shall be July 1 through June 30.

7.2 Books and Records. ICAISA shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board, Members, and Committees.

7.3 Indemnification. ICAISA shall indemnify its Directors and Officers to the full extent permitted by the Virginia Nonstock Corporation Act now or hereafter in force, and may advance related expenses, upon a determination by the Board or independent legal counsel (who may be regular counsel for ICAISA) made in accordance with applicable statutory standards; and upon authorization by the Board, may indemnify other employees or agents to the same extent.

7.4 Amendments. These Bylaws may be amended by the Full Members. Notwithstanding the foregoing, no rule by which more than a two-thirds vote shall be required for any specified action by the Directors shall be amended, suspended or repealed by a smaller vote than that required for action thereunder.

ADOPTED: March 7, 2018, Atlanta, Georgia