ARTICLE 1: Name, Vision and Mission
ARTICLE I, SECTION I. Name
The official name of the Association shall be the Kentucky School Counselor Association, a chartered state chapter of the American School Counselor Association (ASCA).
ARTICLE 1, SECTION 2. Vision
The Kentucky School Counselor Association (KSCA) is the foundation that expands the image and influence of school counselors in Kentucky through advocacy, leadership, collaboration, and systemic change.
ARTICLE 1, SECTION 3. Mission
The mission of the Kentucky School Counselor Association (KSCA) is to represent professional school counselors and promote ethical practices and professionalism. KSCA empowers professional school counselors with knowledge, skills, connections and resources to support academic, career and personal/social development of all students.
ARTICLE II, MEMBERSHIP
ARTICLE II, SECTION 1. Types of Membership
This association shall include three(3) types of membership: Professional, Retired, or Student.
ARTICLE II, SECTION 2. Requirements of Membership
II-2a.Professional Membership: Professional members must hold a Master’s Degree or higher in School Counseling and meet one or more of the following requirements: be credentialed as a school counselor by a state, district, or territory of the United States; employed as a school counselor or supervisor of school counselors; or employed as a counselor educator in a graduate program that prepares school counselors.
II-2b.Retired Membership: KSCA members in retirement shall maintain all privileges of Professional membership.
II-2c.Student Membership: A Student Member must be engaged in an accredited school counseling program leading to school counseling certification shall have all privileges of professional membership. No person shall be eligible to be or continue as a Student Member who is otherwise eligible to become a Professional Member.
ARTICLE II, SECTION 3. Dues
Dues shall be determined for all categories by membership chair and Governing Board.
ARTICLE II, SECTION 4. Rights and Privileges
All members shall receive the rights and privileges accorded their membership categories. Professional and Retired members may vote on all matters coming before the Association and shall be eligible for election to the Governing Board of KSCA.
ARTICLE II, SECTION 5. Severance of Membership
Association members may be dropped from membership for nonpayment of dues or revocation of license or credentials, following the procedures described in KSCA policies that address membership.
ARTICLE II, SECTION 6, Nondiscrimination
The Kentucky School Counselor Association does not knowingly engage in or support activities that discriminate on the basis of race, color, sex, religion, national origin, sexual orientation, gender identity, disability, or age.
ARTICLE III: GOVERNING BOARD AND OPERATIONAL LEADERS
ARTICLE III, SECTION 1. Officers and Terms of Office
III-1a.The KSCA Governing Board shall be the President, President-Elect, Immediate Past-President, Four Vice-Presidents (Elementary, Middle, Secondary, and Post-Secondary), Treasurer, and Secretary. All officers shall be voting members of KSCA.
III-1b. The Operational Leaders shall consist of all Committee Chairs, consultants and all board liaisons. These will be the non-voting members.
III-1c.The President-Elect shall serve one year as President-Elect, one year as President, and one year as Immediate Past-President, and one year as Conference/Event Chair.
III-1d.All officers of the association, with the exception of the Treasurer, shall be elected at large from the eligible members of the association. The Treasurer shall be appointed by and serve at the request of the President.
III-1e. The term for Secretary shall be two years, beginning on even numbered years.
III-1f.The term for Vice-Presidents shall be two years. The Elementary and Secondary Vice-Presidents’ terms begin on even numbered years. The Middle and Post-Secondary Vice-Presidents’ terms will begin on odd numbered years.
III-1g. The Secretary and Vice Presidents may run to succeed themselves in the same office for a maximum of one additional term.
III-1h.The term for an elected office of KSCA shall coincide with the fiscal year of the Association.
ARTICLE III, SECTION 2. Nominations and Election of Governing Board
III-2a.The President-Elect and four level Vice-Presidents shall be elected by simple majority annually by ballot, submitted to and from eligible members of the Association. President-Elect nominees must be currently serving two consecutive years on the Governing Board or as an Operational Leader by July 1st of the year they take office.
III-2b. Officers and Terms of Officers: Candidates must be employed as a school counselor, as a faculty member in a school counselor education program, employed by an educational cooperative, and/or performing duties to support school counselors in Kentucky.
III-2c. Candidates *must hold a valid school counselor license/certificate issued by EPSB. *With the exception of the Post-Secondary Vice President.
III-2d. Candidates must be KSCA Professional Members and must have been KSCA Professional Members for at least two years.
III-2e.If any elected candidate should be unable to assume office by the beginning of KSCA’s fiscal year, the candidate with the next highest number of votes in the election shall be asked to serve in the vacant position. If none of the candidates agree to serve, the Governing Board shall fill the vacancy.
ARTICLE III, SECTION 3. Duties of Officers and Governing Board
III-3a.The President shall serve as the presiding officer of KSCA in accordance with KSCA policies that address governance. She/He will also serve as a delegate to ASCA. The President shall appoint all necessary committees, coordinate KSCA activities at the KSCA conference, and perform such other duties as directed by the Governing Board, including the authority to name a designee to represent KSCA when working with affiliate organizations.
III-3bThe President-Elect shall serve as the presiding officer in the President’s absence in accordance with KSCA policies that address governance. He/She will also serve as a delegate to ASCA. The President-Elect shall oversee the Nominations and Elections of new officers.
III-3c.The Secretary shall keep the records of all meetings of the Association. The Secretary shall assist in conducting the official correspondence of the Association, shall issue calls and notices of meetings and shall perform such other duties as may be directed by the Governing Board. The secretary prepares and maintains board records, such as minutes, monitoring reports, and committee reports, and ensures the accuracy and security of the records. The secretary is prepared to assume the leadership role when the president and/or vice presidents are unavailable.
III-3d. The Vice-Presidents of the Association shall serve as representatives of the members in accordance with KSCA policies that address governance. Each vice president will create a vision for meaningful professional development and collaboration that impacts each level served based on feedback from their designated role group.
III-3e.The Immediate Past-President shall serve in accordance with KSCA policies that address governance and oversee an annual review of the By-Laws and shall make recommendations to the board any revisions that need to be made, no less than every five (5) years in accordance with the American School Counselor Association (ASCA). The past-President will be appointed to Conference/Events Chair once their past-president term is fulfilled. If the immediate past-President is unable to fulfill the role, the president will appoint with board approval.
III-3f.The Treasurer will oversee the management of the financial affairs of the organization, including such basic tasks as selecting a bank, reconciling bank statements, and managing cash flow. The Treasurer should be knowledgeable about who has access to the organization’s funds and any outstanding bills or debts owed. The Treasurer should create and maintain systems for ensuring the organization’s ongoing solvency and oversee the development of the organization’s financial policies.
ARTICLE III, SECTION 4. Meetings.
III-4a. The Governing Board shall meet at least four times per year. Such meetings may be held in person or electronically. Meetings of the Governing Board shall be called by the President or by a majority of voting members of the Governing Board.
III-4b. A majority of the voting members (either in person or electronic participation) of the Governing Board shall constitute a quorum.
III-4c. Meetings of the Governing Board shall be called by the President in consultation with the Past-President and President-Elect.
III-4d.Each member of the Governing Board shall have one vote. Decisions of the Governing Board shall be made by a simple majority vote.
III-4e. Governing Board members are required to attend all Board meetings and other functions in accordance with KSCA policies and procedures that address governance. Members who do not attend at least three board meetings per year may be removed from office.
III-4f. Operational Leaders must attend no fewer than three board meetings per year or a replacement may be appointed by the President.
ARTICLE III, SECTION 5. Vacancies
III-5a.In the event of a vacancy in the office of President, the President-Elect assumes the office of the President.
III-5b.In the event of a vacancy in the office of a President-Elect who is serving a President’s unexpired term, the Immediate Past-President of the Governing Board shall assume the position of chairperson of the Governing Board until the vacancy is filled by calling a special election of the general membership. In the event of a vacancy in the office of President-Elect who is not serving a President’s unexpired term, the Governing Board shall fill the vacancy by calling a special election of the general membership and the new President-Elect shall serve as President upon completion of the unexpired term.
III-5c.In the event of a vacancy in the office of the Immediate Past-President, the most recent Past-President may be asked by the President to complete the unexpired term. If the Past-President chooses not to complete the term, then the Governing Board may choose not to fill the vacancy and the Past-President position shall be vacant for the remainder of the expired term.
III-5d.The Governing Board shall have the authority to fill any vacancy for which there are no provisions.
ARTICLE III, SECTION 6. Removal from Office
An elected officer or member of the Governing Board may be removed from office for violation of one or more standards as described in the ASCA Ethics Standards for School Counselor Association Leaders. by two thirds majority vote of the Governing Board. A due process committee shall be appointed to review all charges and make recommendations. This committee shall complete its assignment and submit a final report within 30 days after appointment.
ARTICLE III, SECTION 7. Reimbursement of Expenses
The Governing Board and Operational Leaders expenses shall be reimbursed in accordance with KSCA policies that address governance and finance.
ARTICLE IV. OPERATIONAL LEADERS AND DUTIES
ARTICLE IV, SECTION 1. Members and terms of office
The Operational Leaders of the Association shall consist of Standing Committees, Liaisons, and a Consultant. All committees shall report annually to the Governing Board their purpose and accomplishments of the committee. A Standing Committee member shall serve for a period of one year from the time the appointment is announced. The President, with the approval of the Governing Board, shall appoint Committee Chairpersons and DEIB Consultant. Liaisons are either President appointed, appointed by a fellow Kentucky Association, or Governor. Operational Leaders must attend no fewer than three board meetings per year or a replacement may be appointed by the President. *With the exception of the state liaison positions.
ARTICLE IV, SECTION 2. Operational Leaders and Functions
IV-2a.Membership: Organize and implement methods and techniques to increase the membership of the Association by such legitimate means, as the committee deems proper and welcome new members to KSCA.
IV-2b.Public Relations/Technology: Create and implement a plan to promote KSCA’s mission, vision, and activities to the community through news outlets, social media, and any other written or electronic means.
IV-2c.Professional Development: Develop and implement opportunities for professional growth and continuous learning for KSCA members.
IV-2d.Advocacy: Provide leadership for legislation through communication with the Governing Board and coordinate with ASCA Advocacy and Public Policy Committee.
IV-2e.Conference/Events: Work with conference management/planner to coordinate KSCA’s Annual Conference and related activities as needed for the conference and other events.
IV-2f.Awards/Recognition: Recommend to the Governing Board criteria for awards, solicit nominations for awards, select winners for awards, present awards at annual conference, forward state winners to the national level competition, work with Public Relations Committee to announce/promote awards and award winners.
IV-2g. Diversity, Equity, Inclusion, and Belonging Consultant: Provide leadership and training to KSCA members to build culturally competent school counselors and consult each committee to ensure DEIB is considered in initiatives for our members.
IV-2h. Liaisons: Liaisons will also be state appointed to serve as two-way communicators between KSCA and the following associations: KDE (Kentucky Department of Education) is the Comprehensive School Counseling Coordinator position, KASA (Kentucky Association of School Administrators) is appointed by an election through KASA, and KCSS (Kentucky Center for School Safety) is a governor appointed position.
ARTICLE IV, SECTION 3. Ad Hoc Committees
IV.3a. Ad Hoc Committees may be initiated at any time and will continue for the length of time as determined by the President. They may adjust yearly to adapt to the needs of the Association and its members.
IV-3b.Ethics Committee - appointed by the President as needed to review KSCA’s Ethical Standards and assists the membership in understanding ethical practices. Assists in the due process of any changes involving Governing Board members.
ARTICLE V: MEETINGS OF THE MEMBERSHIP
ARTICLE V: SECTION 1. STATE MEETINGS
V-1a. The Association shall convene during the annual KSCA Conference and at such other times as may be designated by either the President or a majority of the members, either in person or electronically. Notice of the time and place of meetings shall be given to the membership not less than thirty (30) days prior to the time designated for the meeting.
V-1b. At any meeting of the general membership that is not a meeting of the KSCA Conference attendees, no less than 20% of the Professional, Retired, or Student members of KSCA in good standing and a majority of the Governing Board must participate, either in person or electronically, to constitute a quorum.
ARTICLE VI. BUSINESS AFFAIRS OF THE ASSOCIATION
ARTICLE VI, SECTION 1. Fiscal Year
The fiscal year shall begin July 1st and end the following June 30th.
ARTICLE VI, SECTION 2. Annual Meetings
The President of KSCA may call an annual business meeting of the Association in conjunction with the KSCA conference. A majority of the board must be present to constitute a quorum for an annual business meeting.
ARTICLE VI, SECTION 3. Property of the Association
In the event the Association should be dissolved, none of the property shall be distributed to any of the members. Instead, all of its property shall be transferred to such organization(s) as the Governing Board shall determine to have purposes and activities most nearly consistent with those of the Association provided. The organization(s) must be exempt under Section 501 (c)(3) of the Internal Revenue Code or corresponding provisions of the Internal Revenue Laws.
ARTICLE VII: ADOPTIONS AND AMENDMENTS OF BY-LAWS
ARTICLE VII, SECTION 1. Adoptions and Amendments
These By-Laws may be amended by a majority vote of the membership in attendance at a state meeting of KSCA, or by electronic ballot after submission of the proposed amendments by the following method.
VII-1a. A revision or amendment shall be proposed in writing and receive a majority vote by the entire Governing Board not less than thirty (30) days prior to a state meeting of the Association.
VII-1b.The Governing Board shall transmit to the membership of KSCA for its consideration all such proposed amendments with or without a recommendation regarding each, at least thirty (30) days prior to said meeting.
Article VIII: INDEMNIFICATION
SECTION 1. The Association shall indemnify each member of the Governing Board and each of its officers, as described in Article III for the defense of civil or criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.
SECTION 2. The Association shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees, actually and necessarily incurred or imposed as a result of such action or proceedings, or an appeal therein, imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner hereinafter provided that he or she acted in good faith for the purpose which he or she reasonably believed to be in KSCA’s best interests and, in the case of criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if the Association shall be advised by its Governing Board acting (1) by quorum consisting of Governing Board members who are not parties to such section or proceedings upon a finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the Governing Board or officer has met the foregoing applicable standard of conduct. If the undergoing determination is to be made by the Board of Directors, it may rely as to all questions of law on the advice of independent legal counsel.
SECTION 3. Every reference herein to a member of the Governing Board or officer of the Association shall include every member and officer thereof or former member and officer thereof. This indemnification shall apply to all judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which any KSCA member or officer might otherwise be entitled and the provisions hereof shall neither impair nor adversely affect such rights.
ARTICLE IX: Publication
The Bylaws and the Policies of KSCA shall be published in their entirety periodically and shall be available to any member upon request.
