BYLAWS

These Bylaws govern the affairs of the Nebraska Chapter of the National School Public Relations Association, also known as the Nebraska School Public Relations Association (NebSPRA). To continue in good standing, the chapter must continue to have at least 10 members who are also National Association of School Public Relations Associations (NSPRA) members. The geographical jurisdiction of NebSPRA shall encompass the state of Nebraska. 

Section 1: General Purpose  
The chapter is organized and shall be operated exclusively for charitable, scientific, and educational purposes, as may qualify it as exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1954, or any corresponding provision of any future United States Internal Revenue Law.  

Section 2: Specific Purpose and Objectives  
NebSPRA exists to strengthen the impact of school communication professionals in Nebraska for the students and educators they serve. Through public awareness and advocacy, the sharing of best practices, adherence to high ethical standards, and encouragement of partnerships, NebSPRA will elevate and support school communications, providing avenues for communities to engage more closely with their schools.
 

Members are those who have joined the association and paid the established annual membership dues. NebSPRA professional members who belong to another state chapter may also join, but are subject to NSPRA Bylaws Article IX—Chapters, Section 4 and may not hold elective office in more than one chapter at a time.  

The Executive Board may designate categories of membership. Changes in membership categories structure shall be approved by an affirmative vote of a majority of the members present at an annual meeting of the chapter or by the majority of respondents to an electronic survey or e-mail ballot. Changes in membership categories, once approved by the majority of members, shall go into effect in the next membership year. 

Section 1: Membership Levels  

• Student 
  • A student who is currently enrolled full-time in a secondary school or higher education institution and who does not have professional responsibilities in educational public relations is eligible for NebSPRA student membership.
  • Student members may not vote and are not eligible to hold office in compliance with NSPRA bylaw Article II, section 1, but may sit on chapter committees.  
• Professional 
  • Open to any person that works in the state of Nebraska or in a neighboring state that does not have a NSPRA chapter and who has full- or part-time responsibilities in the field of public school communications and public relations and is employed by a public school district, a state organization that supports public schools (i.e. Educational Service Units), or higher education public institution, and whose primary purpose is to support Nebraska public education, school districts or an individual public school.  
  • Professional members are eligible to vote, hold office and sit on and chair chapter committees.
• Professional Partner 
  • Open to any person who has full- or part-time responsibilities in a for-profit capacity, private sector school, or non-profit organization whose primary purpose is to support public education, a school district or an individual school.  
  • Professional partner members do not have voting privileges and may not hold office following NSPRA bylaw Article II, section 1, but can sit on chapter committees.  

Section 2: Removal from Membership 
The Executive Board may remove any member from membership: a) if, in the Board’s judgment, the member’s actions have caused serious damage to the Association or its reputation.  Such removal shall require a two-thirds vote of the Board.

The establishment of dues and all policies pertaining thereto shall be on the recommendation of the Chapter's Executive Board, with approval of the majority of members.  

Changes in dues shall be approved by an affirmative vote of a majority of the members present at an annual meeting of the chapter or by the majority of respondents to an electronic survey or e-mail ballot. Changes in dues, once approved by the majority of members, shall go into effect in the next membership year.  

The membership year shall be September 1 through August 31. An individual shall be a member from the time of payment through the end of the current membership year.  

If a member leaves their district/organization, their membership remains with the district/organization that paid for the membership. The person who replaced them at their district/organization will absorb the membership through the end of the current membership year.

Section 1: Executive Board  

• The governing body of the organization shall be the Executive Board. Professional members of the organization shall be eligible for election to the Executive Board. The Executive Board shall include the secretary, treasurer, president-elect, president, and past-president.
• Each officer will be required to abide by the NSPRA code of ethics, attend the annual NebSPRA conference, provide and/or attend succession training between officer positions, serve as liaison on committees, and participate in a minimum of two-thirds of Executive Board meetings and all Executive Board retreats.
• All Executive Board members shall be a member in good standing with NebSPRA and NSPRA. NSPRA Policy 260.1. 

Section 2: Officer Terms 
Upon election to the NebSPRA Executive Board, officers shall assume office beginning July 1. The president-elect will serve and is limited to a three-year term, to include one year as president-elect, one year as president, and one year as past-president.   

Section 3: Election of Officers 

• Election of officers will be managed by the outgoing past-president. Elections shall take place at the annual meeting each year. New officers will be elected by a majority vote of the membership present at the annual meeting or by electronic ballot provided at least 14 days notice has been given of nominated members.  
• A member may be nominated for only one officer position per election cycle. In the event a member is nominated for more than one position, they must choose which single office to seek prior to the election. No member may be elected to or serve in more than one officer role simultaneously. 
• To be eligible to take part in the election of officers, members must be in good standing. Active participation is defined as attending a minimum of three (3) monthly meetings (either in-person or virtually) during the current membership year.  
• Following Chapter approval, new officers shall be reported to the national office by May 31. The term of office shall be for one year beginning July 1.  Each year, the Executive Board seats that will be elected include president-elect, secretary, and treasurer.    

Section 4: Officer Roles & Duties 

• Past-President 
  • Shall preside over the election of the new officers (secretary, treasurer, president-elect) each year 
  • Shall review by-laws and policies and provide suggestions for change to the Executive Board 
  • Shall serve as president in the event that both the president and president-elect cannot perform their duties 
  • Serve as chairperson for the annual awards 
• President 
  • Preside at all official meetings of NebSPRA and its Executive Board  
  • Maintain active communication with the NSPRA and the Regional Vice President 
  • Coordinate activities between NebSPRA and other appropriate organizations throughout the state and nation 
  • Represent NebSPRA to agencies and organizations when necessary 
  • Lead review and update of the strategic plan with the Executive Board 
  • Appoint chairpersons and special committees with Executive Board approval 
• President- Elect 
  • Perform all the duties of the President in the event of the inability of the president to act 
  • Serve as chair for the annual conference 
  • Shall succeed the president when the president’s term is completed 
  • Shall coordinate membership drives and assist with oversight of the committees 
• Secretary 
  • Keep minutes of all NebSPRA Board Meetings; prepare minutes for approval by the Executive Board
  • Keep minutes of all NebSPRA member meetings, including attendance 
  • Ensure compliance with NebSPRA bylaws 
  • Distribution of communication to membership
  • Monitor and respond to NebSPRA email 
  • Moderate and maintain NebSPRA membership records and listserv 
• Treasurer 
  • Process and keep all records of funds and financial transactions of NebSPRA  
  • Prepare and provide NSPRA with NebSPRA Annual Cash Flow Report 
  • Provide financial statements to the Executive Board as needed  
  • Prepare and present financial report to membership at the annual meeting 
  • Process, document and report on all NebSPRA income 
  • Develop the annual budget, aligning with the fiscal year 

Section 5: Vacancies 
In the event of a vacancy in any office other than the president, the Executive Board shall appoint the office for the unexpired term based on the recommendation of the president. In the event of a vacancy in the office of president, the president-elect shall succeed at once to the office of president, and the office of president-elect shall be filled by an appointee of the Executive Board’s choosing.  

Section 6: Removal of an Executive Board Member 
The Executive Board may remove any Executive Board member by a two-thirds vote of the Executive Board for fraud, corruption, violation of the NSPRA code of ethics, inability to meet the responsibilities of their office, or, if in the Board’s judgment, the Board member’s actions have caused serious damage to NebSPRA, NSPRA, or either entity’s reputation.  
 

• Meetings of the organization shall be held at such times and places as determined by the Executive Board. One meeting each year shall be designated by the Executive Board as the annual meeting and will take place in April. Under extenuating circumstances, the Executive Board may change the annual meeting date; however, it must be held no later than May 31.  
• The secretary shall notify all members of the regular NebSPRA meetings and the annual meeting in writing in advance of the meeting date.  
• The Executive Board shall meet on notice from the President. A majority of the Executive Board shall constitute a quorum.  
• Meetings may be held in person or by electronic means, as determined by the Executive Board.

Section 1: Standing Committees 

• Finance and Investment 
  • The Finance and Investment Committee will consist of three (3) to five (5) members, including the treasurer and will be responsible for developing banking and investment strategies and investing the funds of NebSPRA in a fiscally prudent manner and in compliance with the Investment Policy to ensure the perpetuity of NebSPRA.  
  • The committee will be responsible for ensuring that the IRS Reports are filed in a timely manner and recommending an auditor if deemed necessary.  
  • The committee will be responsible for reviewing the financial reports on a quarterly basis. 
  • The committee will meet quarterly, unless otherwise convened by the Treasurer. 
• Conference Planning 
  • The conference committee will consist of six (6) to ten (10) members, including the president-elect and will be responsible for the planning and execution of the annual conference.  
• Nominations 
  • At the regular meeting of the Board one month preceding the annual meeting, the president shall appoint a nominating committee of three (2) to four (4) members, including the past-president, to recommend officer appointments at the annual meeting.  
  • The Nominating Committee will examine and evaluate the nominations for membership submitted, as well as consider those members of the Board who wish to return to the Board after their term has expired.  
  • The Nominating Committee also functions as the Board Governance Committee in order to maintain a board that is aware of its responsibilities. 
• Partnerships and Outreach 
  • The partnerships and outreach committee will consist of six (6) to ten (10) members, including the secretary, and will be responsible for, but not limited to, securing sponsorships, communicating with current membership, new membership outreach, professional development opportunities, and promoting NebSPRA.  

Section 2: Appointment 
Standing committee chairpersons shall be appointed at the discretion of the president with the approval of the Executive Board on an annual basis. 
Chairpersons shall identify committee members. 

Section 3: Special Committees 
Special committees may be created as necessary by the Executive Board.

Section 1: Fiscal Year 
The organization's fiscal year shall be September 1 through August 31.

Section 2: Financial Institution 
The chapter shall keep all funds in an FDIC financial institution. 

Section 3: Contracts, Checks, Deposits and Funds 

• Contracts 
  • The Executive Board may authorize any office or officers, agent or agents of the Association, in addition to the offices so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.  
• Checks, Drafts, etc. 
  • All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the NebSPRA, shall be signed by such officer or officers, agent or agents of the NebSPRA. Such instruments shall be signed by any combination of the Treasurer and the President.
• Deposits 
  • All funds of NebSPRA shall be deposited by the Treasurer or an assigned designee from time to time to the credit of NebSPRA in such banks, trust companies or other depositories as the Executive Board may select. 

Section 4: Potential Conflicts of Interest 
NebSPRA may not make any loan to a director or officer of NebSPRA.  A director, officer, or committee member of NebSPRA may not lend money to - and otherwise transact business with - NebSPRA except as otherwise provided by these Bylaws, the articles of Incorporation, and applicable law.  Such a person transacting business with NebSPRA has the same rights and obligations relating to those matters as other persons transacting business with NebSPRA.  NebSPRA may not borrow money from - or otherwise transact business with - a director, officer or committee member of NebSPRA unless the transaction is described fully in a legally binding instrument and is in NebSPRA's best interests and without full disclosure of all relevant facts and without the approval of membership, not including the vote of any person having a personal interest in the transaction. 

Section 5: Prohibited Acts 
As long as NebSPRA exists, directors, officers, or committee members acting individually and/or collectively of NebSPRA shall not: 

A. Do any act in violation of these Bylaws or a binding obligation of NebSPRA. 
B. Do any act with the intention of harming NebSPRA or any of its operations. 
C. Do any act that would make it impossible or unnecessarily difficult to carry on NebSPRA’s intended or ordinary business or purpose. 
D. Receive an improper personal benefit from the operation of NebSPRA. 
E. Use of NebSPRA’s assets, directly or indirectly, for any purpose other than carrying on the business of NebSPRA. 
F. Wrongfully transfer or dispose of NebSPRA property, including tangible property such as goodwill. 
G. Use of the NebSPRA name (or any substantially similar name) or any trademark or trade name adopted by NebSPRA, except on behalf of NebSPRA in the ordinary course of business. 
H. Disclose any of NebSPRA’s business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it. 

Section 6: Books and Records 
NebSPRA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its membership, executive board and committees having any of the authority of NebSPRA.  The books and records include: 

A. A file endorsed copy of all documents filed with the Nebraska Secretary of State relating to NebSPRA, including but not limited to the articles of incorporation, and any articles of amendment, related articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent. 
B. A copy of the bylaws, including these Bylaws, and any amended versions or amendments to them.  
Minutes of the proceedings of the executive board, membership, and committees having any authority of NebSPRA. 
C. A list of names and addresses of directors, officers,  committee members and members of NebSPRA. 
D. Financial statements showing NebSPRA’s assets, liabilities, and net worth. 
E. Financial statements showing NebSPRA’s income and expenses.  
F. NebSPRA's federal, state and local tax information or income-tax returns.   

Section 7: Inspection and Copying 
Any director, officer, committee member or member of the association, or their agent or attorney may inspect and receive copies of all the corporate books and records required to be kept under the Bylaws.  The inspection may take place at a reasonable time after the association receives a proper written request.  The Executive Team may establish reasonable copying fees which may cover the cost of materials and labor.  The association will provide requested copies of books or records as defined by appropriate statute after receiving a proper written request. 

The NebSPRA Chapter, whose charter petition and Bylaws are duly approved, shall be an affiliate of NSPRA.

These Bylaws must first be adopted by a majority of the Chapter's members. To become effective, the Executive Board of the NSPRA shall review and grant final approval. 

These Bylaws may be amended by a majority vote of the eligible membership present at any Chapter meeting or electronic ballot, provided at least 30 days' notice has been given of any proposed amendment. In compliance with NSPRA Article IX, Section 3, all amendments shall be approved by the Executive Board of NebSPRA and submitted for approval by the Executive Board of NSPRA for approval before they become effective by the vote of the membership of NebSPRA.

No part of the earnings of the Chapter shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws. Except as provided in Section 501(h) of the Internal Revenue Code of 1954, or any corresponding provision of any future United State Internal Revenue law, no substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of campaign statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these Bylaws, the organization shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law.

Dissolution of the Chapter shall require approval by a majority vote of the membership present
at a Chapter meeting or through an electronic ballot, provided at least 30 days’ notice has been
given of the proposed dissolution.

Upon dissolution of the corporation, the Executive Board shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Executive Board shall determine.