Provisions for Organization and Operation Adopted December, 1944: Amended December, 1957; August, 1958; August, 1963; December, 1969; August, 1974; July, 1979; September 22, 1982; April 26, 1988; July 14, 1988; September 29, 1988: November 25, 1997.

1. NAME:
   The name of this organization is the Illinois Association of Regional Superintendents of schools.

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2. PURPOSE
   The purpose of this association is to support the role of the Regional Superintendents of Schools and Assistant Regional Superintendents and of Regional Offices of Education in Illinois, personally and professionally in their efforts to promote quality education for the citizens of Illinois, to provide educational leadership, to impact public policy, and to deliver educational services effectively for the benefit of Illinois school districts, other educational entities, school children and educational system clients of all ages.

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3. MEMBERS
   There shall be classes of membership: Primary Members, Associate Members and Affiliate Members.
   1. Primary Members Primary Members shall include all Superintendents and Assistant Superintendents of statutorily constituted Regional Offices of Education (ROEs) in Illinois, upon payment of dues or upon receipt by the Treasurer of a pledge that said dues will be paid during the fiscal year to which the dues payment is to be applied. Only Primary Members shall be permitted to cast votes at any membership meeting or any committee meeting of the association.

   2. Associate Members
      Associate Members will include all employees of Regional Offices of Education upon payment of dues

   3. Affiliate Members
      Affiliate Members shall include all individuals or corporations, which meet criteria established by the Executive Committee of the IARSS and approved as association policy by the voting members of the association.

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4. DUES AND ASSESSMENT
   1. Dues
      The amount of the annual dues for Primary Members shall be the amount in effect at the time of ratification of this constitution. The amount of the annual dues for Primary Members may be adjusted by the Executive Committee and shall take effect upon ratification by a vote of two thirds of the total membership at either the annual meeting or at any membership meeting of which all voting Primary Members have been notified at least thirty days in advance that the setting of a dues rate shall be considered. Dues for all other classes of members shall be established and adjusted by a majority vote of the Primary Members.

   2. Assessments
      Special assessments may be established by the Executive Committee and shall take effect upon ratification by a vote of two thirds of the total membership at either the annual meeting or at any membership meeting of which all voting Primary Members have been notified at least thirty days in advance that the imposition of a special assessment shall be considered.

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5. MEMBERSHIP MEETINGS
   1. Primary Members
      1. Scheduled Meetings
         There shall be an annual meeting of the Primary Members of the Association at a time and place designated by the Executive Committee and announced to the Primary Members at least 30 days in advance. At the annual meeting, the Executive Committee shall notify the membership of the dates and locations of other meetings for the ensuing year.

      2. Special Meetings
         A special meeting of the Primary Members may be called by the president or upon written notice filed with the president by no fewer than ten Primary Members. All Primary Members must be notified of any special meeting at least seven days in advance. Such notification shall include a description of the business items for which a special meeting is called, and no business other than the items specified in advance shall be conducted at a special meeting.

      3. Presiding Officer
         The President shall preside at all meetings of the Primary Members. In his or her absence, the Vice-President shall preside. In their absence, the Secretary shall preside. In the absence of all three of the above officers, the Treasurer shall preside.

      4. Participation
         All Primary Members shall be invited to attend and participate in all membership meetings of the association. The President may declare a meeting open only to Primary Members.

      5. Voting
         The casting of all votes shall be conducted in a manner established by the Executive Committee and that method or those methods of voting shall become association policy. All Primary Members shall be entitled to cast one vote each on any question.

      6. Voting by Proxy
         Voting by proxy shall be permitted. No proxy shall be valid unless it is held by a Primary Member and unless the meeting for which it is given has been specified. The form of the proxy vote authorization shall be established by the Executive Committee and shall become association policy.

      7. Quorum
         A quorum of any membership meeting shall be at least 50% plus one of the Primary Members. Proxy votes may not be counted in establishing a quorum.

      8. Powers
         Except as may be otherwise provided in this constitution, in the Articles of Incorporation of the Association or by applicable law, a majority of a properly constituted quorum may decide any question of association business.

      9. Agendas
         Except as may be otherwise provided in this constitution, the President shall establish the agenda for any meeting of the Primary Membership. Agenda items may be added, modified in substance or order, or deleted by a two-thirds vote of the membership in a meeting in which a quorum is present.

   2. Meetings of Other Classes of Membership
      All meetings of other classes of membership will be open to any Primary Member.

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6. Governance
   1. Officers
      The officers of the association shall be the President, Vice President, Secretary and Treasurer.

   2. Election of Officers
      Officers shall be elected for one-year terms by the Primary Members of the association at the annual meeting. A slate of candidates for officers of the association shall be presented by the Nominating Committee. Candidates can also be nominated from the floor. Primary Members interested in being an officer of the association should notify the chairman of the Nominating Committee, in writing by March 1^st.
      1. President
         The President shall be directly elected by the Primary Members on the recommendation of the Nominating Committee or as a candidate nominated from the floor at the annual meeting of Primary Members. No one may serve more than two consecutive years as President.

      2. Vice President
         The Vice President shall be directly elected by the Primary Members, either on the recommendation of the Nominating Committee or as a candidate nominated from the floor at the annual meeting of Primary Members. No one may serve more than two consecutive years as Vice President.

      3. Secretary
         The secretary shall be directly elected by the Primary Members either on the recommendation of the Nominating Committee or as a candidate nominated from the floor at the annual meeting of Primary Members. The secretary may serve multiple consecutive terms.

      4. Treasurer
         The Treasurer shall be directly elected by the Primary Members either on the recommendation of the Nominating Committee or as a candidate nominated from the floor at the annual meeting of Primary Members. The Treasurer may serve multiple consecutive terms.

      5. Vacancies
         1. A vacancy, other than the presidency, of an elected office shall be filled by the Executive Committee within thirty days. Officers so appointed shall preside until the next regularly scheduled election.

         2. b. In the event of simultaneous vacancies in the offices of President and Vice President, the Secretary shall preside at a special meeting within thirty days to select a President and Vice President who shall preside until the next regularly scheduled election.

   3. Duties of Officers
      1. President
         The President shall preside over all meetings of the Primary Members, shall act as Chairman of the Executive Committee, shall appoint the chair of standing committees and shall appoint the chair and membership of ad hoc committees. The President shall function as Chief Executive Officer, acting on behalf of the association between scheduled and special meetings of the Primary Members or the Executive Committee, and shall exercise other authority as may be conferred by the Executive Committee.

      2. Vice President
         The Vice President shall preside over all meetings of the Primary Members and act as Chairman of the Executive Committee in the absence of the President. The office of Vice President shall exercise any other authority as may be delegated by the President or conferred by the Executive Committee. In the event of a vacancy in the office of the presidency, the Vice-President shall assume the office of President until the next regularly scheduled election.

      3. Secretary
         The Secretary shall record, keep and distribute the minutes of all meetings of the Primary Membership and the Executive Committee and shall be the final authority on previous actions of both. The Secretary shall chair the Constitution and ByLaws Standing Committee and shall perform other duties for the association as required.

      4. Treasurer

   4. Executive Director
      The Association may employ or engage the services of a person to serve as Executive Director who will report to the President and will exercise only the authority delegated to him by the President or the Executive Committee. With the concurrence of a majority of the Executive Committee, the President may terminate employment of the Executive Director with proper notice.

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7. AREAS
   1. Establishment of Areas
      In order to insure geographic representation on the association's committees and in its activities, the State of Illinois is divided by regions into six areas, each consisting of the regions in them as of the date of adoption of the Constitution.

   2. Detachment and Annexation
      A Regional Office of Education may be detached from an area and annexed to another area to which it is contiguous when the Regional Superintendent of Schools requests such detachment and annexation, and it is approved by a majority vote of the members of each of the two areas in regular meeting and by a majority of the membership of IARSS. The detachment and annexation shall take effect the following July 1^st.

   3. Area Chairpersons and Vice Chairpersons
      Each area shall select, in May one of its Superintendents or Assistant Superintendents of a Regional Office of Education as Chairperson and one of its Superintendents or Assistant Superintendents of a Regional Office of Education as Vice Chairperson to serve for one year beginning at the annual meeting in July.

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8. EXECUTIVE COMMITTEE
   1. Membership
      The Executive Committee shall be made up of the officers, not including the Executive Director, the most recent immediate Past President, and one representative elected from each of the six areas.

   2. Executive Powers
      The Executive Committee shall exercise all authority granted in this constitution and all authority of the Primary Membership of the association, except any authority that may be explicitly restricted to the Primary Membership in this constitution, Articles of Incorporation or any applicable law.

   3. Quorum
      A quorum of the Executive Committee shall be six members present and voting.

   4. Proxy Vote
      Voting by proxy shall be permitted for the business of the Executive Committee. No proxy shall be valid unless it is held for a Primary Member and unless the meeting for which it is given has been specified. The form of proxy vote authorization shall be established by the Executive Committee and shall become association policy.

   5. Executive Committee Meetings
      The Executive Committee shall meet on a schedule established by the president, but not less than four times per year. Meetings of the Executive Committee may be called by three members of the Executive Committee.

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9. COMMITTEES
   1. Standing Committees
      In addition to the Executive Committee, there shall be the following Standing Committees of the association, comprised of at least one member from each of the six areas.
      1. Constitution and ByLaws - Chaired by the Secretary. This committee shall meet at least annually to review the Constitution and ByLaws of the Association and make recommendations for change to the Executive Committee.

      2. Association Budget and Finance - Chaired by the Treasurer. This committee shall meet as necessary to develop the Association budget and make fiscal recommendations to the Executive Committee.

      3. Legislation - Co-chaired by Primary Members appointed by the President of the Association. This committee shall meet at least annually to carry on lobbying efforts in conjunction with the Association's Strategic Plan.

      4. Necrology - Chaired by a Primary Member appointed by the President of the Association. This committee shall meet at least annually to plan for the presentation of the memorials that are presented at the annual meeting.

      5. Nominating - Chaired by the immediate past President of the Association. The members of this committee shall be the six Area Chairmen. This committee shall meet at least annually to develop a slate of officers for the annual meeting.

   2. ROE Committees
      These committees shall be comprised of two Primary Members from each of the six areas, appointed by the Area Chairman. These committees should schedule meetings in conjunction with and immediately preceding the IARSS business meeting. The chairs of these committees shall be appointed by the President.
      1. ROE Finance
         Issues to address might include:
         • State level funding sources for various educational functions
         • School funding issues

      2. ROE Functions
         Issues to address might include:
         • Life Safety
         • Transportation
         • Certification
         • Compliance
         • GED

      3. Educational Improvement
         Issues to address might include:
         • Professional Development System
         • Safe Schools Alternative Education
         • Technology
         • Administrator's Academy
         • ETC/Counselor's Academy

      4. External Relations
         Issues to address might include:
         • Best Practice
         • Media & PR
         • Liaison Relations
         • Fundraising (Scholarships)
         • IHSA
         • Inservice
         • Associate Membership

   3. Ad Hoc Committees (Time Sensitive)
      The President and/or the Executive Committee may establish other committees to study issues and to recommend action.

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10. AMENDMENTS
    These provisions may be amended by a mailed ballot authorized by the Executive Committee requiring a three fifth's vote by those members voting or a majority of the total membership, whichever is less.

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11. PARLIAMENTARY PROCEDURE
    The Association shall conduct business according to its Constitution and Policies and shall defer to Roberts' Rules of Order as a guideline for parliamentary procedure in areas not covered.

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12. RATIFICATION
    This Constitution becomes effective when three fifths of the Regional Superintendents of Schools and Assistants vote, by mail ballot, to ratify it.