Article IV

Members

Section 1. Classes of Membership.

The Association is a membership corporation with two classes of Members: Full Members and Provisional Members.

Section 2. Eligibility.
  • A. Full Membership. To meet the eligibility requirements for Full Membership, an applicant must:
    1. Be a nonprofit, private, independent pre-school, elementary school and/or secondary school of primarily academic character located in the greater Washington, D.C. area;
    2. Provide evidence that it has been recognized by the Internal Revenue Service as exempt from federal tax as an organization described in Code Section 501(c)(3);
    3. Provide a copy of its audited annual financial statement, prepared by an independent certified public accountant, for the fiscal year immediately preceding the date of its application for Membership;
    4. Provide evidence that it has adopted a nondiscrimination policy under which it has committed that it admits students of any race, color, national and ethnic origin to all the rights, privileges, programs and activities generally accorded or made available to its students, and does not discriminate on the basis of race, color, national and ethnic origin in the administration of its educational policies, admissions policies, scholarship and loan programs and athletic and other school-administered programs;
    5. Have been in operation for at least 36 consecutive months; and
    6. Provide evidence of accreditation by either the Association of Independent Maryland Schools, the Middle States Association of Colleges and Schools, the National Association for Education of Young Children, the Southern Association of Colleges and Schools, the Virginia Association of Independent Schools or such other accrediting organization as may be approved by the Board of Trustees, provided, however, that the condition in this Section 2A6 need not be met by any school that was a Full Member on May 1, 2004.
  • B. Provisional Membership. To meet the eligibility requirements for Provisional Membership, an applicant must:
    1. Meet the requirements set out in Sections 2A1, 2, 3 and 4 above;
    2. Have been in operation for at least 12 consecutive months; and
    3. Have a faculty with the academic or professional qualifications adequate to meet the particular objectives of the applicant school.
  • C. Eligibility of Provisional Member to Apply for Full Membership. A Provisional Member that meets all the requirements set out in Section 2A above may apply for Full Membership. In such a case, the annual financial statement to be provided under Section 2A3 above shall be for the fiscal year immediately preceding the date of application for Full Membership. Section 3. Admission as a Member. Application for Membership shall be made on such application form, and shall include such information, as the Board of Trustees may require. The Board of Trustees shall determine whether to admit as a Member an applicant that meets the relevant eligibility requirements, and in such determination shall be guided by the general purposes of the Association as stated in these Bylaws and by any supplementary criteria that the Board of Trustees may promulgate, provided that any such criteria are consistent with the provisions of these Bylaws and the relevant laws of the District of Columbia and the United States. Determinations of whether an applicant meets the relevant eligibility requirements and whether to admit an eligible applicant as a Member shall be made by the Board of Trustees in its full discretion.
Section 4. Notice of Failure to Meet Eligibility Requirements.

A Member shall notify the Association of the Member’s failure to meet an eligibility requirement for its Membership.

Section 5. Voting Rights.

Full Members shall have the voting rights provided in these Bylaws. Provisional Members shall have no voting rights. Section 6. Dues. Members shall pay dues in such amounts and at such times as may be determined by the Board of Trustees.

Section 7. Member Representative.

The head of each Member school shall be its Member Representative and shall represent the Member in all matters relating to the Association, including, in the case of a Member Representative of a Full Member, exercising the Full Member’s right to vote. Each Member Representative may designate an alternate, who may act for the Member Representative in the absence, or at the discretion, of the Member Representative.

Section 8. Termination of Membership.
  • A. In General. A Member’s Membership shall terminate upon:
    1. Notice thereof given by the Member;
    2. A finding by the Board of Trustees that the Member fails to meet a relevant eligibility requirement for its Membership;
    3. The vote of two-thirds of the Trustees, revoking the Member’s Membership for action disadvantageous to the independent school community or for a failure to comply with the Association’s procedures or policies; or
    4. The Member’s failure to pay its required dues in a timely manner.
  • B. Special Rule for Provisional Members. A Provisional Member’s Membership shall terminate:
    1. If the Provisional Member, within three years of the date its Membership began, has not provided evidence that it has initiated the accreditation process with an agency described in Section 2A6 above;
    2. Five years from the date its Membership began. Notwithstanding the foregoing, a Provisional Member whose Membership would otherwise terminate under this Section 7B2 may request in writing that the Board of Trustees extend the period of its Provisional Membership, which request may be granted or denied by the Board of Trustees in its full discretion.
Section 9. Meetings of the Members.
  • A. Frequency, Time, Place and Notice. An annual meeting of Members, and such other meetings of Members as may be deemed desirable by the Board of Trustees, shall be held, upon notice of at least seven days, at such times and places as shall be designated by the Board of Trustees.
  • B. Quorum. A quorum at a meeting of Members shall be constituted by the presence of one-third of the Member Representatives (or their alternates) representing Full Members.
  • C. Required Vote. Any matter for decision by the Full Members shall be decided by a majority vote of the Member Representatives (or their alternates) representing Full Members present at a meeting of Members at which a quorum exists
  • D. Action Without a Meeting. The Members, between meetings, may determine by mail (including electronic mail) ballot any matter that could be determined at a meeting of Members. In the case of a mail ballot, an action may be taken by a majority vote of the Member Representatives (or their alternates) representing Full Members who return their ballots.