Index
Excellent Teaching and Learning Every Day

LEARNING FORWARD BYLAWS

Amended by a vote of the membership on May 16, 2016

Article I

Name

The name of this organization is Learning Forward (“the corporation” or “Learning Forward”).

Article II

Purpose

Learning Forward’s purpose is to build the capacity of all educators to create and sustain high-quality professional learning to improve outcomes for all students.

Article III

Membership

Membership is open to all persons or organizations that support the purpose of the corporation and pay any required dues to the organization.

Article IV

Meetings of Members; Notices; Voting

The annual meeting of the membership shall be held at such time and place as designated by the Board of Trustees. Members shall be notified at least thirty (30) days in advance.

Special meetings shall be held at such times and places as may be ordered by the Board of Trustees, or by a call signed by at least 20% of the members. Notice of such meetings shall be given to all members at least ten (10) days prior to such meetings.

Any notice of a meeting or election to members given by Learning Forward, and any notice whatsoever required to be given under the provisions of these Bylaws to any member, Director, officer or committee member for any other reason, may be given in writing by mail, or by telegraph, telex, cable, wireless, facsimile, e-mail or other electronic mail, or any other means of electronic transmission (referred to below as “being given by the use of authorized communications equipment”), addressed or transmitted to such person at such address as appears on the books and records of Learning Forward, or by publication on the Learning Forward website, or in any manner permitted by applicable law. Any notice to be given by the use of authorized communications equipment shall be deemed to be given at the time the notice is successfully transmitted to the person entitled thereto or published on the website. Any notice required or permitted to be given by overnight delivery shall be deemed to have been given at the time notice is delivered to the overnight delivery courier service, addressed to the person entitled thereto at his or her address, as it appears on the books of Learning Forward. An affidavit of the Secretary or other officer or agent of Learning Forward that a notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Each member entitled to vote for Trustees or in other matters will be entitled to one vote. At any meeting of the members, every member having the right to vote will be entitled to vote in person or by ballot or proxy in a form approved by the Secretary. As permitted by Section 1702.20 of the Revised Code of Ohio, voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications equipment. A vote through the use of authorized communications equipment or a photographic, photostat, facsimile, or similar reproduction of a vote or writing by the member will be treated as a vote and/or execution in writing. Any e-mail or electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the member.

Article V

Board of Trustees

The Board of Trustees shall have the power to do and perform all acts reasonably necessary to accomplish the purposes of the corporation. The corporate powers, property, and affairs of the corporation, subject to limitations contained in the Ohio Revised Code, the Articles of Incorporation or Bylaws herein shall be exercised, conducted, and controlled by an elected Board of Trustees not to exceed nine (9) members. Board members shall serve a term of three years. All must be members in good standing of the corporation.

The Board of Trustees shall have the authority to appoint one to two members to the board as needed to address strategic priorities. At no time will appointed board members exceed one-third of the total number of trustees.

Upon election to the board, members shall serve one term of three years unless elected to the office of president, in which case, said member’s term shall be automatically extended by three years from his or her date of election in order that said member may serve three successive one-year terms as president-elect, president, and past-president, respectively.

No one shall serve more than two terms on the board and said terms of office shall not be successive in nature. An individual who has completed one term on the board may be elected to serve a second term on the board as long as two or more years have lapsed since the expiration of his or her first term of office.

The Board of Trustees shall have a simple majority of individuals employed in pre-K-16 education. This definition of employment is determined at the time of official candidacy.

Candidates for the Board of Trustees shall be placed on the ballot by a nominating committee appointed by the President or the Board of Trustees. Any person wishing to be considered must submit an application according to announcements made to the general membership. Trustees shall be elected through a vote of the entire membership in a manner permitted by Article IV, above, or other applicable law. Newly elected Trustees shall take office at the end of the annual conference following their election. Any Trustee may, at any time, resign by written resignation delivered to the Secretary-Treasurer. Any Trustee may be removed at any time for any reason by the affirmative vote of two-thirds vote of all of the members of the Board of Trustees. The Board of Trustees may appoint an individual to fill the unexpired portion of a Trustee’s term.

A quorum of 50% is required to conduct Board business. The Board of Trustees will use consensus or a simple majority vote of Board members present in person or via authorized communications equipment to take action on Learning Forward business.

The President or any two trustees may call meetings of the trustees. Notice of the time and place of each meeting shall be given at least two (2) days before the meeting, by personal delivery, mail, over night delivery service or by means of authorized communications equipment.

Any actions which may be authorized or taken at a meeting of the Board of Trustees may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings (including by means of authorized communications equipment) signed by all of the Trustees.

Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Trustees, or members of any committee designated by the Board of Trustees, may, unless otherwise restricted by statute, by the Articles of Incorporation of Learning Forward or by these Bylaws, participate in and hold a meeting of such Board of Trustees or committee, as the case may be, by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by using any other suitable electronic communications system, including video conference technology or the Internet (but only if, in the case of such other suitable communications system, each member entitled to participate in the meeting consents to the meeting being held by means of that system, and the system provides access to the meeting in a manner or using a method by which each other member participating in the meeting can communicate concurrently with each participant). Participation in such a meeting pursuant to this section shall constitute presence for quorum purposes and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

The Board of Trustees shall have the power to establish and appoint committees.

Article VI

Committees.

The standing committees of the Board of Trustees shall consist of the following:

(1) Executive

Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Trustees in the intervals between meetings of the Board of Trustees, subject to the direction and control of the Board of Trustees.

(2) Nominating

It is the duty of the Nominating Committee to conduct and supervise the process of the election of trustees and officers to the Board including the solicitation and research of suitable candidates, the preparation of the slate of trustees to be approved by the Board for election by the members, and the nomination of officers for approval by the Board.

The Board of Trustees may also establish such other standing committees and such ad hoc committees, as it deems necessary or proper to carry out the purposes of the corporation. The Board of Trustees may delegate to any such committee such power or authority on such terms as it sees fit.

Article VII

Officers and Duties

The President, President-Elect, and Past-President shall be officers of the corporation and shall comprise the board’s executive committee.

Annually, the Board of Trustees shall elect, from among the members of the board of trustees, a President who shall first serve a one-year term as the President-elect, after which he or she shall assume the duties of President for a one-year term. Upon expiration of his or her term, the President shall relinquish his office to the President-elect but shall remain a member of the Board for one year and serve in the capacity of Past-President.

The President-Elect shall assume the duties of the President whenever the President is unable to assume such duties.

The executive director of Learning Forward shall serve as an ex-officio, non-voting Secretary-Treasurer of the corporation and further serves in a non-voting member of the executive committee. The executive director is not considered a member of the board of trustees.

The duties shall be as outlined in a policy manual adopted by the Board.

Any officer may be removed with or without cause by the Board. If any office shall become vacant by reason of the death, resignation, removal, or other cause, the Board may elect a successor to hold such office for the unexpired term thereof. In case of the absence of any officer of the corporation from his or her duties, the Board may delegate, on a temporary basis, the powers and duties of such officer to any other officer or to any trustee, except where otherwise provided by these Bylaws or by statute.

Article VIII

Board of Governance

The Board Code of Conduct shall serve as the normal operational process for governing in all cases in which it is applicable and in which it is consistent with the Bylaws of the corporation unless a Trustee proposes using Robert’s Rules of Order. If any Trustee wishes to use Robert’s Rules of Order, the motion must receive a majority vote in order to be successful. If the motion carries, Robert’s Rules of Order shall be used in lieu of the Board Code of Conduct.

Article IX

Indemnification of Trustees and Officers

The corporation shall indemnify any Trustee or officer, or a former Trustee or officer, or any person who is serving or has served at the corporation’s request as a Trustee or officer against expenses actually and necessarily incurred by him/her in connection with the defense of any pending or threatened action, suit, or proceeding, criminal or civil, to which he/she is or may be made a party by reason of being or having been such Trustee or officer, provided (a) he/she is adjudicated or determined not to have been negligent or guilty of misconduct in the performance of his/her duty to the corporation, (b) he/she is determined to have acted in good faith in which he/she reasonably believed to be the best interest of the corporation, and (c) in any matter the subject of a criminal action, suit or proceeding he/she is determined to have had no reasonable cause to believe that his/her conduct was unlawful. The determination as to (b) and (c), and in the absence of an adjudication as to (a) by a Court of competent jurisdiction, the determination as to (a) shall be made by the Trustees of the corporation acting at a meeting at which a quorum consisting of Trustees who are not parties to or threatened with any such action, suit, or proceeding is present. Any Trustee who is a party to or threatened with any such action, suit or proceeding shall not be qualified to vote and if for this reason a quorum of Trustees cannot be obtained to vote on such indemnification, no indemnification shall be made except in accordance with Division (E) (2) or (E) (3) of Section 1702.12 of the Revised Code of Ohio.

Article X

Amendments

Proposed amendments to these Bylaws must be submitted to the Board of Trustees for consideration and presented to the members thirty (30) days in advance of the vote. These regulations may be repealed, amended, or changed by two-thirds of the members voting on the amendment.