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COPAA Bylaws
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Bylaws: 

Council of Parent Attorneys and Advocates, Inc.

Approved 4-5-2000, as amended 8-11-2007, 11-17-09; 12-08-11, 9-06-12, 2/24/14

 

ARTICLE 1.  PURPOSE

COPAA is organized as a nonprofit, §501(c)(3) tax-exempt organization of attorneys, special education advocates and parents.

COPAA's mission is to be a national voice for special education rights and to promote excellence in advocacy. Our primary goal is to secure high quality educational services for children with disabilities.

COPAA works to:

·      Enable parents to work more effectively with school personnel to plan and obtain effective educational programs for their children with disabilities;

·      Encourage more attorneys and advocates to undertake representation of parents of children with disabilities in their efforts to plan and obtain effective educational programs;

·      Provide advocate, attorney, parent and other professional COPAA members with the practical resources and information they need to obtain effective educational programs for students with disabilities;

·      Enable members to network and share information and legal resources;

·      Provide training for lay advocates on all aspects of special education advocacy and informal conflict resolution;

·      Provide training for attorneys on legal practice: including due process, litigation, and informal conflict resolution;

·      Enable parents to locate advocates and attorneys through COPAA's website directory;

·      File amicus curiae briefs in cases of national significance.

 

ARTICLE 2. MEMBERS

 

Section 1. Qualification. Membership is open to all persons who are interested in furtherance of the purposes of the Corporation, provided however: membership shall not normally be available to (1) persons currently employed by, or receive more than 50% of their income from, state, intermediate or local education agencies, as those terms are defined in the Individuals with Disabilities Education Act (IDEA), or (2) attorneys who represent such agencies or who have represented such agencies within five years from the date of their application for membership, or (3) advocates or related professionals who provide representation, advice or consultation to such agencies or who have provided such services within  five years from the date of the application for membership, or (4) law students who work for a state, intermediate or  local education agency or for a law firm or attorney’s office that provides representation to state, intermediate or local education agencies, whether in a paid or unpaid capacity, or who have worked for any law firm or individual that provides representation to state, intermediate or local education agencies in a paid or unpaid capacity during the past two years. This limitation shall not preclude membership by organizations established to assist parents of children with disabilities that receive the majority of their funding from federal or state sources.  This limitation also is not intended to preclude membership by evaluators who conduct Independent Educational Evaluations on behalf of parents of children with disabilities that are funded by school districts.

 

A.    An employee of an education agency described in (1) above, who is also the parent of a child with a disability, may be considered for membership only after being nominated for membership by two current COPAA members. After nomination, the individual must be interviewed by a member of COPAA designated by the COPAA Chair. The interview shall be conducted in a manner designated by the COPAA Chair. The Board Member shall present the proposal for membership to the Board with a recommendation to approve or disapprove. A three-fourths majority of the Board members must vote in favor of such membership. The proposed member shall sign an agreement to abide by the list serve rules and not disclose any communications from the list serve. The proposed member shall not access the COPAA databanks nor the list serve email using either a school district computer and or school district email address.

 

B.     A related professional who provides or has provided representation, advice or consultation, as described in (3) above, in the course of their work as a consultant, expert, expert witness or evaluator, may be considered for membership only after being nominated for membership by two current COPAA members. After nomination, the individual must be interviewed by a member of COPAA designated by the COPAA Chair. The interview shall be conducted in a manner designated by the COPAA Chair. The Board Member shall present the proposal for membership to the Board with a recommendation to approve or disapprove. A three-fourths majority of the Board members must vote in favor of such membership. The proposed member shall sign an agreement to abide by the list serve rules and not disclose any communications from the list serve.

 

C.     A school board member who is an attorney, advocate, parent of a child with a disability, or other person may be considered for COPAA membership if they advocate for the educational rights of children with disabilities. This includes any person who has been elected or appointed to a school board but whose term has not begun. No school board member who does not advocate for the educational rights of children with disabilities may be considered for COPAA membership. Either a Board member or COPAA member designated by the Board shall interview the school board member, either by telephone or in person, during which the school board member shall describe his/her previous and future planned advocacy activities. An existing COPAA member shall notify the Board of Directors if he/she is elected or appointed to a school board, and provide the interview on the first renewal of his/her COPAA membership, and every 3 years thereafter. The Board may vote to waive the interview for an existing COPAA member, if the description of advocacy activities is provided in writing. The Membership Committee will make a recommendation regarding COPAA membership to the Board and a two-thirds majority of the Board must approve the membership application. The proposed member shall sign an agreement to abide by the listserv rules and not disclose any communications from the listserv. He/she shall not access the COPAA databanks nor the listserv email using either a school district computer and or school district email address. If the school board has taken an action by resolution or other official action, to participate in IDEA, Section 504, or other special-education litigation in court, the member must resign his/her membership in COPAA.

 

D.    A law student who has worked in a paid or unpaid capacity for an entity or individual that provides legal representation to local education agencies during the past two years, as referenced in (4) above, may still be considered for membership only after being interviewed by a Membership Committee Chair or another member of COPAA designated by the COPAA Chair. The interview shall be conducted in a manner designated by the COPAA Chair. The Membership Committee Chairs may consider other information, including recommendations from law school professors, COPAA members or others with knowledge of the proposed member’s commitment to advocacy on behalf of parents.  The Membership Committee Chairs shall present the proposal for membership to the Board with a recommendation to approve or disapprove. A three-fourths majority of the Board members must vote in favor of such membership. The proposed member shall sign an agreement to abide by the list serve rules and not disclose any communications from the list serve.

 

ARTICLE 3. BOARD OF DIRECTORS

Section 1. General Powers. Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Florida Not For Profit Corporation Act (concerning corporate action that must be authorized or approved by the Members of the Corporation), all corporate powers shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the Corporation shall be controlled by the Board of Directors.

Section 2. Number, Qualification, Election and Tenure. The number of Directors shall never be more than twenty-three (23)[1] nor less than three (3), provided, however: the actual number of Directors serving at any time may be set by the Board of Directors within these limits. The Directors must be members of the Corporation. Directors shall be nominated and elected by the Board, following solicitation of interest from the general membership. Directors shall serve terms of three years, or until their successors have been elected and qualified, provided however: that no more than one-third of the Directors shall be replaced at any one election and nothing shall preclude a Director from serving more than one term either successively or cumulatively.

Section 3. Annual Meetings. The Board of Directors shall hold its annual meeting at the same time and place as the Board’s annual conference.  During the annual meeting the Board shall elect Officers and the transact such other business as may come before the meeting. If a majority of the Directors are unable to be present at the annual meeting of Members, another place and time for such meeting may be fixed by written consent of the Executive Committee of the Board Directors, provided however: written notice of the revised date for the annual meeting shall be given to all Directors at least two months prior to the meeting.

Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5. Participation by Telephone. Directors may participate in meetings of the Board of Directors by means of a conference telephone or similar communications equipment (by which all persons participating can hear each other at the same time), and participation by such means shall constitute presence in person at such a meeting.

Section 6. Action Without Meeting. Any action of the Board of Directors may be taken without a meeting, if a consent in writing (including by electronic mail), setting forth the action so taken signed by a majority of the Directors then serving, is filed in the minutes of the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chair of the Board or any majority of the Board of Directors then serving. The person or persons authorized to call special meetings of the Board of Directors may fix a reasonable time and place for holding them subject to the requirements of section 8.

Section 8. Special Meetings: Notice and Waiver. Notice of any special meeting shall be given at least two weeks prior thereto by notice delivered personally in writing, by mail, by facsimile or by electronic mail (email) to each Director at his or her address. By approval of a majority of the Executive Committee or Board of Directors, a special meeting may be called with less than 2 weeks notice provided that the action to be considered at the meeting does not require more than a simple majority of Directors to approve. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid. If notice is given by facsimile or e-mail, such notice shall be deemed to be delivered when the notice is communicated to the telephone company or the internet service provider (ISP) of the transmitting party.

Any Director may waive notice of any meeting, either before, at, or after such meeting, by signing a waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting, or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 9. Quorum and Voting. A majority of Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting (at which a quorum is present) shall constitute the action of the Board of Directors. If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present, or continue to meet as a Committee of the Whole.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors even though it is less than a quorum of the Board of Directors, unless otherwise provided by law or the Articles of Incorporation. A director elected to fill a vacancy shall hold office only until the next election of Directors by the remaining Directors, and shall not be counted in for purposes of calculating the one-third of directors that may be elected at any one time. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of the Directors or a special meeting of the Directors called for that purpose.

Section 11. Removal. Any Director or Directors may be removed from office at any meeting of Directors called with notice expressly for that purpose, with or without cause, by vote of a two-thirds majority of the Directors.

Section 12. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors (at which action on any corporate matter is taken) shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting because of an asserted conflict of interest.

Section 13. Proxy Voting. Directors may vote by proxy, provided that all of the following requirements are met:

  1. The proxy shall contain explicit instructions on how to vote on specific issues.
  2. A proxy shall not be valid unless the content and scope of the motion for which the proxy is being exercised is substantially similar to the instructions in the proxy. The Board Chair shall make the final determination of whether the content and scope of the motion for which the proxy is being exercised is substantially similar to the instructions.
  3. No proxy may be valid for more than one meeting.
  4. No proxy may give its holder a general power to vote.
  5. A copy of the proxy shall be e-mailed or faxed to the Secretary of COPAA and e-mailed to the board of directors in advance of the meeting.

Section 14. Executive Director.  The Board shall hire an Executive Director who shall serve at the pleasure of the Board.  The Executive Director shall have the authority to hire and fire all employees and shall perform such other actions as the Board may determine.  The Executive Director shall be a non-voting, ex officio, member of the Board and Executive Committee.  The Executive Director shall follow personnel policies adopted by the Board, including, without limitation, at-will status, parameters for salary, compensation and benefits.

 

ARTICLE 4. OFFICERS

Section 1. Officers. The Officers of this Corporation shall be a Chair of the Board, Vice Chair, Secretary, and Treasurer, each of whom shall be designated by the Board of Directors. Any two or more offices may be held by the same person.

Section 2. Designation and Term of Office. Officers of the corporation shall be designated annually by the Board of Directors at its annual meeting. If the designation of Officers shall not be held at such meeting, such designation shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until his or her successor has been duly elected and shall have qualified, or until his or her death, or until he or she resigns or has been removed in the manner hereinafter provided.

Section 3. Removal. Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a two-thirds majority of the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Removal shall be without prejudice to any contractual rights of the person so removed, but election of an Officer shall not of itself create contract rights.

Section 4. Vacancies. Vacancies in offices, however occasioned, may be filled at any time by designation by a majority of by the Board of Directors for the unexpired terms of such offices.

Section 5. Duties.

a.       The Chair of the Board shall preside at all meetings of the Board of Directors and perform such other duties as may be prescribed by action of the Board of Directors.  The Chair of the Board, in consultation with the Executive Committee, shall appoint Committee chairs for committees established by the Board in accordance with these By-Laws. 

 

b.      The Vice Chair shall assist the Chair, serve as presiding officer in the absence of the Chair at all business meetings and perform other such duties as may be prescribed by action of the Board.

 

c.       The Secretary shall assure complete and correct records of the Board and Executive Committee meetings are maintained, adopted by the Board and filed in the Administrative Office designated by the Board.  The Secretary shall record and file all actions taken by the Board or Executive Committee without a meeting.  In addition, the Secretary shall perform other such duties as may be prescribed by action of the Board.

 

d.      The Treasurer shall oversee the financial affairs of the Board, oversee development of financial policy, review financial statements and audits, and present reports when requested by the Board.  The Treasurer shall work with the Executive Director to ensure that financial policy adopted by the Board and sound financial practices are maintained in the administration of COPAA. The Treasurer shall report to the Board of Directors any issues of concern and recommendations on improvement of financial management procedures.  The Treasurer shall be bonded in such amounts as the Board of Directors may determine.

 

Section 6. Delegation of Duties. In the absence or disability of any Officer of the Corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his powers or duties to any other Officer or to any other Director.

 

ARTICLE 5. EXECUTIVE AND OTHER COMMITTEES

Section 1. Executive Committee. The Officers of the Board and the Executive Director shall constitute the Executive Committee of the Board. The Board, by resolution passed by a majority of the whole Board, may otherwise designate an Executive Committee or add members to the Executive Committee. At least one member of the Executive Committee shall be an Advocate Member of COPAA.

Section 2. Executive Committee. In the absence of a Board meeting, and subject to ratification of its actions by the Board, the Executive Committee shall have and may exercise such powers of the Board of Directors as can be lawfully delegated by the Board. The Executive Committee may make recommendations to the Board of Directors on decisions which materially affect COPAA's operations. Actions which materially affect COPAA's operations shall not be executed until approved by the Board of Directors in accordance with these bylaws.

Decisions that materially affect COPAA's operations include, but are not limited to,

·         major financial decisions as defined in the policies and procedures adopted by the Board;

·         entering, modifying, or terminating any lease or mortgage;

·         matters related to litigation (other than amicus curiae participation), or the settlement or extinguishing of any claims;

·         approving the annual budget;

·         the hiring and termination of the Executive Director,

·         personnel policies including, without limitation, at will status and parameters for salary, compensation and benefits,

·         terms of compensation of long-term contractors.

 The Board of Directors may define other decisions that require Board approval and may delegate other activities to the Executive Board.

Section 3. Other Committees. The Board may establish such other committees as it deems necessary, which shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees. Such committees may include Members of the Corporation who are not Board members.  The Board Chair, in consultation with the Executive Committee, shall designate committee chairs for committees established under this section.

Section 4. Committee Meetings. Regular Meetings of the Executive Committee and other committees may be held at such time and at such place as shall from time to time be determined by the Executive Committee. Meetings of other committees may be held without notice at such time and at such place as shall from time to time be determined by the Committee. Special meetings of the Executive Committee or such other committees may be called by any member thereof upon two days' notice to the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in these Bylaws pertaining to notice for Directors' meetings. The Executive Committee shall announce its meeting times and dates to the Board of Directors and interested Board members may attend but not vote. The committee shall furnish the Board an agenda or list of items to be discussed together with the notice of the meeting.

Section 5. Vacancies. Vacancies on committees other than the Executive Committee may be filled by the chair of that committee or by the Board of Directors.

Section 6. Quorum. At all meetings of the Executive Committee or other committees, a majority of the committee's members then in office shall constitute a quorum for the transaction of business.

Section 7. Manner of Acting. The acts of a majority of the members of the Executive Committee (or other committees) present at any meeting at which there is a quorum shall be the act of such committee.

Section 8. Minutes. The Executive Committee shall keep regular minutes of its proceedings. The Executive Committee shall distribute the minutes of its proceedings to the Board of Directors no later than ten days following the conclusion of an Executive Committee meeting, or if a Board meeting is scheduled in less than ten days, before that Board meeting. Executive Committee decisions to take action on behalf of COPAA that are made by electronic mail, or by a telephone call for which there were no minutes, must be reported to Board members within ten days. All other committees shall submit written reports to the Board of Directors before each regularly scheduled meeting of the Board.

 

ARTICLE 7. BOOKS, RECORDS AND REPORTS

Section 1. Annual Report. An annual report of the Corporation shall be prepared and distributed to the membership not later than four months after the close of each fiscal year of the Corporation. Such report shall include a balance sheet as of the close of the fiscal year of the Corporation and a revenue and disbursement statement for the year ending on such closing date. Such financial statements shall be prepared from and in accordance with the books of the Corporation, and in conformity with generally accepted accounting principles applied on a consistent basis.

Section 2. Inspection of Corporate Records. Any person who is a current Member of the Corporation shall have the right, for any proper purpose and at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the Corporation. Upon the written request of any current Member, the Corporation shall mail to such Member a copy of the most recent balance sheet and revenue and disbursement statement. The expenses of such examination shall be borne by the Member.

If such request is received by the Corporation before such financial statements are available for its last fiscal year, the Corporation shall mail such financial statements as soon as they become available. In any event, the financial statements must be mailed within four months after the close of the last fiscal year.

Additionally, balance sheets, and revenue and disbursement statements shall be kept for at least five years, and shall be subject to inspection during business hours by any current Member, in person or by agent.

ARTICLE 8. NONPROFIT OPERATION

The Corporation shall not undertake any activity that would be inconsistent with its status as a §501(c)(3) tax-exempt organization under the Internal Revenue Code of the United States. The Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its Members, Directors or Officers without full consideration. No Member of the Corporation has any vested right, interest or privilege in or to the assets, property, functions, or activities of the Corporation. The Corporation may contract in due course with its Members, Directors, and Officers, without violating this provision.

ARTICLE 9.  CONFLICT OF INTEREST

 

Recognizing that the Board of Directors have a duty of loyalty and fidelity to COPAA and they must govern COPAA’s affairs honestly, exercising their best care, skill and judgment for the benefit of COPAA, to avoid even the appearance of impropriety, the directors of COPAA shall conform to the provisions of the Code of Ethics for Officers and Board of Directors adopted by the Board of Directors in July, 2006 as may be amended. 

ARTICLE 10. FISCAL YEAR

The fiscal year of the Corporation shall be the calendar years, unless some other period is selected by the Board of Directors as the taxable year of the Corporation for federal income tax purposes.

ARTICLE 11. SEAL

The corporate seal shall be chosen by the Board of Directors at a later date.

ARTICLE 12. INDEMNIFICATION

The Corporation shall indemnify each Officer and Director, including former Officers and Directors, to the full extent permitted by the Florida General Corporation Act and the Florida Not For Profit Corporation Act.

ARTICLE 13. AMENDMENTS

These Bylaws may be altered, amended, or replaced, and new Bylaws may be adopted by the vote of two-thirds of the Board of Directors.

(Adopted March 5, 2000, as amended, October 11, 2007, November 17, 2009, 12-0-8-11, 9-06-12, 2-22-201414)



[1] Number increased from 21 to 23; approved at 12-08-11 Board Meeting

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