Constitution of the
GEORGIA COUNCIL FOR THE SOCIAL STUDIES, INC.
As Amended Oct. 19, 2007
As Amended Oct. 19, 2007
ARTICLE I: NAME AND PURPOSE
Section 1. NAME: The official name of this organization shall be the "Georgia Council for the Social Studies, Inc.," (hereinafter referred to as "GCSS" or "Corporation").
Section 2. NON-PROFIT STATUS: GCSS is a non-profit corporation organized under the laws of Georgia whose purposes are exclusively charitable and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law, as further stipulated in the articles of incorporation as amended on file with Georgia's Office of Secretary of State.
Section 3. GOALS AND PURPOSES: The primary goal of GCSS is to improve the content, study, and teaching of the social studies in Georgia schools through serving as the professional association of Georgia social studies educators. To achieve this goal, GCSS seeks to:
ARTICLE II: MEMBERSHIP
Section 1. MEMBERSHIP: Membership in GCSS shall be open to public and private school teachers and administrators at all levels; college and university faculty and students; retired educators; staff and officials of state agencies involved in social studies education; representatives of private sector companies involved with social studies publications and resources; members of affiliated organizations and associations with an interest in social studies; and members of the general public interested in the purposes, goals, and programs of GCSS.
Section 2. DUES: Annual dues for general membership in GCSS shall be set by the GCSS board of trustees. The board may set special rates for categories of membership, such as retired and student members. The board also may adopt other policies relative to dues and membership commencement and expiration.
Section 3. POWERS: The membership shall elect the president-elect and at-large board members, approve amendments to GCSS's constitution and articles of incorporation, and vote on other matters as determined by the board of trustees.
ARTICLE III: CORPORATION MEETINGS
Section 1. ANNUAL MEETING: The membership shall hold an annual meeting of the Corporation in conjunction with the GCSS annual conference. At such meeting, the president shall preside and provide an annual report on the affairs of the Corporation, including membership, finances, accomplishments, annual conference, recommendations, and any other matter of importance to the membership. Also, the president, board of trustees, or any member of GCSS may bring other matters before the membership as deemed necessary.
Section 2. SPECIAL MEETINGS: A special meeting of the Corporation may be called by a majority of the board of trustees in the event of an exigency in the affairs of the Corporation, as determined by the board. Each member of the Corporation shall receive at least one week's notice of the date, time, place, and reason for such special meeting. Notice shall be by letter, telephone, fax, or e-mail. No matter not within the call of the special meeting may be transacted at such meeting. The president shall preside at any special meeting.
Section 3. QUORUM: At the annual meeting and any special meeting, a quorum shall consist of those members present.
Section 4. VOTING: Any current member of GCSS shall be entitled to attend and vote at the annual meeting and any special meetings. Any question as to membership shall be determined by the executive director or the secretary. Decisions at any meeting of the Corporation shall be decided by a majority of members present and voting.
ARTICLE IV: ORGANIZATION
Section 1. OFFICERS: Officers of the Corporation shall include a president and president-elect. At its discretion, the board of trustees (hereafter referred to as "board") may elect a secretary for the Corporation, or it may assign the duties of secretary to the executive director or other person or persons as provided for in Section 4 below. The duties of Corporation treasurer shall be performed by the executive director as provided for in Section 7 below. All officers shall serve terms of one year (or until a successor shall be selected), with terms to begin on the day following the final day of the annual GCSS conference. In addition to the duties specified below, officers shall perform the duties usually incident to such offices and may be assigned other duties by the board. All officers shall be members of both GCSS and the National Council for the Social Studies (hereafter referred to as "NCSS").
Section 2. PRESIDENT: At the conclusion of an incumbent president's term, the president-elect of GCSS shall automatically and immediately assume the office of president. If through resignation, disability, or other reason, there is no president-elect, the out-going president shall continue to serve until the board can appoint an acting president to serve the unexpired term. In such event, the board shall call for a special election of the membership to elect a new president-elect. The president shall preside at meetings of the board but shall not vote on matters coming before the board except in case of a tie or in the event that his or her vote, if given to the minority side, would create a tie. The president shall appoint members to standing committees of the board, as well as appoint board and non-board members to special committees of the Corporation. The president shall make such decisions and take such actions as necessary to carry out the purpose and goals of GCSS.
Section 3. PRESIDENT-ELECT: The president-elect shall be elected annually by the membership of GCSS for a one-year term. Each member will be sent a ballot to be returned by mail prior to the organization's annual conference. The president-elect shall preside at meetings of the board in the president's absence and shall assist the president upon request or as directed by the board. In the event of the resignation, death, or long-term disability of a president during his or her term, the president-elect shall serve as president for the remainder of the unexpired term. In such case, the president-elect shall complete the vacated term of the president and then serve a subsequent full term as president.
Section 4. SECRETARY: At its discretion, the board may (1) designate that the executive director serve ex officio as secretary; (2) assign one or more duties of secretary to any ex officio or elected board member or members; (3) elect a non-board member to serve as secretary. Any person elected to serve as secretary not already on the board shall become a corporation officer and an ex officio non-voting member of the board.
The secretary shall maintain an official copy of the CorporationÕs articles of incorporation as amended, constitution, verification of IRS section 501(c)(3) status, and any other applicable documents and records. Additionally, the secretary shall:
a. Maintain a current list of the names and addresses of the membership of GCSS.
b. Prepare and mail all official correspondence, notifying board members of all regular and called meetings of the board.
c. Keep minutes of all Corporation and board meetings.
d. File all annual documents, forms, reports, and other information required by federal or state law and regulation.
Section 5. BOARD OF TRUSTEES: The board shall consist of (1) voting and non-voting ex officio members as identified below and (2) not more than seven at-large members elected by the GCSS membership, with the number to be determined by the board. Members of the board must be members of GCSS and should be members of NCSS.
a. Ex Officio Voting Members. Serving ex officio on the board are the president, president-elect, and the three immediate past presidents. These ex officio members shall be entitled to vote on any matter coming before the board, except that the president shall only vote in event of a tie or where his or her vote, when added to the minority side, would result in a tie.
At-Large Voting Members. As determined by the board, up to seven members shall be
at-large members with authority to vote on any matter coming before the board.
At-large members are elected by the membership of GCSS for terms of three
years, with terms staggered so that at least two terms expire each year.
Successors are elected by mail ballot prior to the annual GCSS conference in
the same election that the president-elect is chosen. Elected members are
eligible to serve consecutive terms, but determination of nominees to succeed
each expiring term shall be decided by the board. Should an elected member
resign or be unable to fulfill his or her term of office, the board may appoint
a replacement to serve until the next regular election. At such time, such
replacement may stand for election for a full term.
Officio Non-Voting Members. Serving ex officio as non-voting members of the
board shall be (1) the GCSS executive director, GCSS secretary (if someone
other than a board member is selected), GCSS annual conference coordinator,
editor of News & Notes, GCSS webmaster, GCSS historian, Georgia Social
Studies Fair director, and such other positions as the board may decide; and
(2) the social studies coordinator for the Georgia Department of Education.
d. Duties of Board. The board shall set policy as necessary to achieve the purposes and goals of the Corporation and oversee its administration. Included in its responsibilities are approving the Corporation's annual budget, selecting GCSS members to fill those offices designated in Section 5 (c) (1) above and prescribing their duties and compensation, determining travel reimbursement rates, nominating successors to elected officers and board positions, selecting a site and date for the annual GCSS conference, determining matters to be brought before the membership at the annual meeting, determining annual GCSS recognitions and awards, and proposing amendments to this constitution and the Corporation's articles of incorporation. Board policies pursuant to powers and duties granted by this constitution shall be published in an administrative handbook and updated as necessary.
e. Meetings. The board shall meet at the annual GCSS conference and at such other times and places as determined by the president or the board. Any member may be removed from the board for nonattendance of three consecutive meetings of the board.
f. Quorum: A quorum of the board shall consist of a majority of the members, excluding ex officio, non-voting members.
g. Voting: Decisions of the board shall require a majority of a quorum present and voting. Voting can be by hand, voice, or unanimous consent, except that the president or two board members may direct that a vote be conducted by secret ballot.
h. Action Taken Without Meeting: Action may be taken by the board of without a meeting providing written consents by a majority of the board are returned to the Corporation president and filed with the secretary for inclusion in the minutes of the board. Written notice of such action shall be posted on the GCSS Web site and in the next issue of News & Notes.
i. Standard of Conduct for Board Members: At all times, officers and members of the board are to act as trustees of the Corporation and its membership. Each board member shall discharge his or her duties: (1) in a manner that member believes in good faith to be in the best interests of the Corporation; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) as otherwise required by sec. 14-3-830 of the Official Code of Georgia Annotated.
Section 6. EXECUTIVE BOARD. The president, president-elect, the immediate past president, and an elected member of the board designated by the president shall serve as an executive board for the Corporation. Serving as an ex officio non-voting member shall be the executive director. In such capacity, the executive board may meet and take actions between regular meetings of the board upon the call of the president or a majority of the executive board. Actions taken at meetings of the executive board shall be reported by telephone, letter, fax, or e-mail to the full board, which may act to ratify or overrule the action of the executive board at the next meeting. Additional powers of the executive board may be prescribed by the full board.
Section 7. EXECUTIVE DIRECTOR. The board shall elect an executive director of GCSS, who shall serve at its pleasure as a non-voting ex officio member of the board. The board shall prescribe the duties and compensation of the executive director. The executive director shall be responsible for the custody and handling of all Corporation funds, securities, and other documents of the organization. He or she shall serve ex officio as GCSS treasurer and shall maintain accurate and complete records relating to all financial matters, including income and expenditures, and make a report to the board at each of its meetings. The executive director shall make necessary payments, disbursements, and purchases, as well as undertake contractual obligations on behalf of the Corporation according to policies set by the board.
ARTICLE V: POWERS OF CORPORATION
Section 1. GRANTS AND GIFTS: The Corporation shall be empowered to receive grants and gifts, by will or in any other manner, in any form of property, in trust or otherwise, wherever situated, to carry out any of its purposes. All such grants and gifts shall be faithfully administered in accordance with the terms on which they are made.
Section 2. USE OF ASSETS: All property and income of the Corporation shall be used exclusively for the purposes set out in the amended articles of incorporation and this constitution, and no part thereof shall be used for the benefit of any person except in a manner consistent with such purposes.
Section 3. GENERAL POWERS: The Corporation shall have the power to retain all grants and gifts in the original form in which they were received unless otherwise required by the terms of such grants and gifts; to buy, sell, exchange, or otherwise deal in stocks, bonds, securities, real estate, and any other form of property at public or private sale; to invest and reinvest any of its funds or property belonging to it at any time in such securities and other property, real or personal, regardless of whether such investments are legal investments for trust funds under the laws of Georgia or any other state, and to borrow money and secure the payment thereof by mortgage, pledge, deed, or other instrument of lien upon all or any part of the property of the Corporation. All of the foregoing powers may be exercised without order of court or other authority.
Section 4. STATUTORY POWERS: This Corporation shall be vested with all of the rights, powers, and privileges necessary or proper to achieve its purposes under its articles of incorporation as amended and this constitution. The Corporation shall have all powers and privileges enumerated in the Georgia Nonprofit Corporation Code, together with such other powers and privileges as may be given to corporations by statute.
ARTICLE VI: INCORPORATION BY REFERENCE
Section 1. ARTICLES OF INCORPORATION: Inasmuch as the Corporation has been incorporated under the laws of Georgia, the articles of incorporation as amended on file with Georgia's Office of Secretary of State, plus any future amendments to those articles, are hereby incorporated by reference into constitution. In the event of any inconsistency between this constitution and the CorporationÕs articles of incorporation as amended, said articles shall control.
Section 2. GEORGIA NONPROFIT CORPORATION CODE: Inasmuch as the Corporation has been incorporated pursuant to the Georgia Nonprofit Corporation Code (Chapter 3, Title 14 of the Official Code of Georgia Annotated), and since many provisions of that code affect the organization, powers, and responsibilities of the Corporation, said code is hereby incorporated by reference into this constitution. In the event of any inconsistency between this constitution and the Georgia Nonprofit Corporation Code, said code shall control.
ARTICLE VII: AFFILIATION
Section 1. NATIONAL AFFILIATION: GCSS shall be an affiliate member of NCSS.
Section 2. DELEGATE-AT-LARGE: GCSS shall be entitled to one delegate-at-large to the NCSS House of Delegates. Such delegate shall be a member of GCSS nominated by the president and approved by the board for a term of three years, with eligibility to succeed in office. Any vacancy in the office shall be filled by the president for the remainder of the unexpired term. The delegate-at-large shall represent GCSS at the annual or other meetings of the NCSS House of Delegates.
Section 3. OTHER DELEGATES TO NCSS: Should NCSS authorize state affiliates other delegates to the NCSS House of Delegates, such delegates shall be nominated by the president of GCSS and approved by its board of trustees for a term of one year. Such additional delegates shall have such duties as authorized by NCSS or by the GCSS board of trustees.
Section 4. DELEGATES TO NCSS COMMITTEES. Should NCSS authorize state affiliates representation on NCSS committees, such members shall be appointed by the president of GCSS for a term of one year in accordance with NCSS rules.
ARTICLE VIII: FISCAL YEAR
Section 1. FISCAL YEAR: The fiscal year of the Corporation shall begin January 1 and end December 31.
ARTICLE IX: AMENDING AND SUSPENDING CONSTITUTION
Section 1. AMENDMENTS: Amendments to this constitution shall be proposed in writing at or prior to any regular or special meeting of the board. Amendments may be proposed by any member of the board subject to approval by a majority of the board or by a petition signed by at least twenty-five members of the Corporation, or by five percent of the Corporation's membership – whichever is greater. Proposed amendments must be submitted to the membership of the Corporation at least two months before a vote on ratification can take place. Ratification of proposed amendments requires a majority vote of those members voting in the annual election for president-elect and at-large board members or a majority vote of members attending the Corporation meeting at the annual GCSS conference. The board shall determine which ratification procedure shall be followed.
Section 2. SUSPENSION OF CONSTITUTION: In extraordinary circumstances, provisions of this constitution may be suspended by unanimous consent of the board present and voting, providing that the reasons for and results of such vote are recorded in the minutes of the board meeting where such vote took place.
ARTICLE X: PARLIAMENTARY RULES OF PROCEDURE
Section 1. MATTERS NOT COVERED BY CONSTITUTION: Matters of parliamentary procedure not covered by this constitution or by the Georgia Nonprofit Corporation Code shall be resolved by the most recent edition of RobertÕs Rules of Order, which is hereby incorporated by reference as the parliamentary rules of procedure for the board and Corporation.
ARTICLE XI: DISSOLUTION OF CORPORATION
Section 1. DISSOLUTION OF CORPORATION: This Corporation may be dissolved upon a proposal by a majority vote of the board, subject to ratification by a majority of members of the Corporation providing such vote for dissolution is in compliance with statutory provisions for voluntary dissolution found in Article 14 of the Georgia Nonprofit Corporation Code (Chapter 3 of Title 14 of the Official Code of Georgia Annotated).
Section 2. DISTRIBUTION OF ASSETS: Except as limited by Article 14 of the Georgia Nonprofit Corporation Code, any plan for dissolution of the Corporation shall provide for the distribution of remaining assets after the discharge of all liabilities and obligations in accordance with the Article 4 of the CorporationÕs articles of incorporation (as amended) to NCSS.
May 3, 2007