Constitution

CONSTITUTION AND BY-LAWS

NORTHEAST WYOMING BOARD OF COOPERATIVE EDUCATIONAL SERVICES

ARTICLE 1

Section 1. Name. The Name of this organization shall be Northeast Wyoming Board of Cooperative Educational Services.

Section 2. Location. The Northeast Wyoming Board of Cooperative Educational Services shall be located at the Powder River Basin Children’s Center, Gillette, Wyoming.

ARTICLE II

Definitions

As used in this constitution and the by-laws appended hereto, unless otherwise specifically noted, the following terms shall have the meanings given herein.

“Board” shall mean the Northeast Wyoming Board of Cooperative Educational Services composed of directors representing each member district.

“Executive Director” means the individual hired by the board to fulfill the administrative and executive functions necessary in the day-to-day operation of the Northeast Wyoming Board of Cooperative Educational Services.

“Director” shall mean the individual selected by the member district to serve on the Northeast Wyoming Board of Cooperative Educational Services.

“Member Districts” shall mean those individual school districts named in Article VI of this constitution or added at some later date.

“Associate Districts” shall mean any school district which contracts for educational or related services with the Northeast Wyoming Board of Cooperative Educational Services as provided for in Wyoming Statute 21-20-108 (a)(ii) but which is not a member district or any former member district which elects associate district status. Associate Districts have no representation on the Board.

ARTICLE III

Section 1. Voluntariness. The decision to participate in the Northeast Wyoming Board of Cooperative Educational Services is a voluntary one.

Section 2. Participation. A local district may participate in and pay for only those programs and services deemed necessary to the local board. The Board of Cooperative Educational Services shall determine participating districts’ prorated share of costs of the cooperative programs and assess such costs against each participating district. No costs shall be assessed against a district for cooperative programs unless the member district enters into a contract for such services.

Section 3. Voting on Policy. Each director shall have one (1) vote in determining policies and scope of cooperative activities to be conducted by the Northeast Wyoming Board of Cooperative Educational Services and shall be bound by resolutions of the member district he/she represents.

Section 4. Additional Services. No Service concerning the education of children shall be furnished by the Northeast Wyoming Board of Cooperative Educational Services until and unless a majority of all directors shall approve additions or changes in the scope and policies concerning the cooperative activities to be furnished under this constitution and by-laws.

ARTICLE IV

Powers

The Board shall have all the powers and duties granted by the provisions of the W.S. 21-20-101 through 21-20-109 and any subsequent legislation and shall have perpetual existence. In the event of dissolution of the Northeast Wyoming Board of Cooperative Educational Services all assets shall be divided among member districts on a pro-rata basis to be determined by the board.

ARTICLE V

Purposes

The purpose of the Northeast Wyoming Board of Cooperative Educational Services shall be to maintain and operate the Powder River Basin Children’s Center at Gillette, Wyoming and offer and continue to offer services for disabled children. If and when a majority of the entire board votes to do so, any other services may be offered through the Northeast Wyoming Board of Cooperative Educational Services or other facility by the Northeast Wyoming Board of Cooperative Educational Services provided for in W.S. 21-20-101 through 21-20-109 Cooperative Services Act of 1969 and any subsequent legislation.

ARTICLE VI

Membership

Membership in the Northeast Wyoming Board of Cooperative Educational Services shall be in accordance with the provisions of the W.S. 21-20-101 through 21-20-111 Cooperative Services Act of 1969 and any subsequent legislation and shall be by school district whereby each member district is entitled to one director. Member districts are:

Campbell County No. 1  Converse County No. 1 Sheridan County No.1
Johnson County No. 1  Weston County No. 1 Weston County No. 7
Sheridan County No. 3 Crook County No. 1 Sheridan County No. 2
Goshen County No. 1 Converse County No. 2 Niobrara County No. 1

Terms of office of all directors shall be coterminous with their respective terms of office on their local board of trustees. As the director’s terms of office expire, new directors of the board shall be elected from the membership of the participating board of trustees at the next regular meeting of such board of trustees.

ARTICLE VII

Section 1. Election. Directors shall be elected from the membership of the Board of Trustees of the district that they represent.

Section 2. Voting Rights. Each member district shall have one (1) vote in determining policies and scope of cooperative activities among school districts to be conducted by the Northeast Wyoming Board of Cooperative Educational Services in operating the Powder River Basin Children’s Center or other facility. Each member district board of trustees shall designate an alternate representative to vote the proxy of its duly appointed member in the event the duly appointed member is unable to attend a meeting or meetings. All proxies shall be in writing and be submitted to the clerk of the Board of Cooperative Educational Services prior to the call of the roll at any regular or special meeting of the Board of Cooperative Educational Services.

Section 3. Termination of Membership. The Board of Cooperative Educational Services by affirmative vote of a quorum of all directors of the board may suspend or expel any member district who shall be in default of contractual obligations.

Section 4. Resignation. Any member district may resign effective one year in the future by filing a written resignation with the clerk, but such resignation shall not relieve the member so resigning of the obligation to pay encumbrances, assessments, or other charges theretofore assumed and unpaid.

Section 5. Reinstatement. The Board of Cooperative Educational Services may by affirmative vote of a quorum of the board reinstate a former member district to membership upon such terms as the Board of Cooperative Educational Services may deem appropriate.

Section 6. New Membership. Any district which has not joined the Northeast Wyoming Board of Cooperative Educational Services prior to January 15, 1980, may submit an application for membership with the clerk of the board and by affirmative vote of a quorum of the directors of the board shall be granted membership to the Northeast Wyoming Board of Cooperative Educational Services. Membership shall be upon such terms as the Board of Cooperative Educational Services may deem appropriate and all such districts shall fulfill all contractual and other obligations imposed by the board.

Section 7. Seal. The Directors of the Northeast Wyoming Board of Cooperative Educational Services shall adopt and approve a seal.

Section 8. Amendment or Repeal. The Board shall have the right to amend or repeal any of the provisions obtained in this constitution by a majority of a vote of all directors of the Northeast Wyoming Board of Cooperative Educational Services at a regular or special meeting after written notice of said changes is served on all directors at least ten (10) days prior to the meeting. No such changes may be enacted which would violate the provisions of W.S. 21-20-101 through 21-20-109 and any subsequent legislation.

ARTICLE VIII

The contractual obligations imposed under this constitution and these by-laws shall be deemed to continue as to a member district until their successors in reorganization shall notify the clerk of the Northeast Wyoming Board of Cooperative Educational Services otherwise, in accordance with this constitution and by-laws, and such successor districts shall be responsible for the assessments set by the Northeast Wyoming Board of Cooperative Educational Services when member districts cease to exist as a result of school district reorganization pursuant to Chapter 6 and 7 of the Wyoming Educational Code.

ARTICLE IX

Only the Northeast Wyoming Board of Cooperative Educational Services shall have the power to decrease, change, or add the services presently offered children by the Powder River Basin Children’s Center. Policy decisions relating solely to the everyday operation of the Powder River Basin Children’s Center shall be entrusted to the Executive Director.

BY-LAWS

Officers

In accordance with the W.S. 21-20-101 through 21-20-111 and any subsequent legislation, officers of the Board shall be chairman, vice-chairman, clerk, and treasurer elected from Board membership to serve terms of one year, unless their terms of office as school board members expire earlier, in which case the officership shall similarly expire.

Powers and Duties

Duties of the chairman, vice-chairman, clerk and treasurer shall be the same as those set forth for similar officers of board of trustees in chapter 3 of the Wyoming Education Code of 1969 as amended.

ARTICLE I

Chairman

The chairman shall be a director of the Board of Cooperative Educational Services. The Chairman shall preside at all regular and special meetings of the Board. He shall execute any written contract to which the Board of Cooperative Educational Services may be party when such contract shall have been authorized by the Board and shall execute all official reports of the Board unless otherwise provided by law.

ARTICLE II

Vice-Chairman

The vice-chairman shall be a director of the Board of Cooperative Educational Services. In the absence or inability of the chairman, the vice-chairman shall have and perform all of the powers and duties of the chairman.

ARTICLE III

Clerk

The Clerk shall be a director of the Board of Cooperative Educational Services. The duties of the clerk will be the same as those set forth for similar officers in Chapter 3 of the Wyoming Educational Code of 1969 as amended except where inappropriate. In the absence or inability of the clerk, any officer of the Board designated by the chairman shall perform the duties of the clerk.

ARTICLE IV

Treasurer

The treasurer shall be a director of the Board of Cooperative Educational Services. The duties of the treasurer will be the same as those set forth for the similar officer in Chapter 3 of the Wyoming Education Code of 1969 as amended except where inappropriate. In the absence or inability of the treasurer, any officer of the Board designated by the chairman shall perform the duties of the treasurer.

ARTICLE V

Meetings

Meetings shall be called, held, and conducted as set forth in Chapter 3 of the Wyoming Education Code of 1969 as amended. Regular meetings shall be held on the fourth Thursday of each month. Special meetings may be called by the chairman at any time, and shall be called upon written request of a majority of the directors of the Board. The clerk of the Board shall cause telephone notice of any special meeting to be called to each director of the Board stating the time, place and purpose of the meetings; no later than forty-eight (48) hours prior to the hour set for the meeting.

Quorum

A quorum of directors necessary for transacting business shall be a majority of the members of the Board of Directors. The directors may vote by proxy if they are unable to attend a meeting or meetings. All proxies shall be in writing and submitted to and verified by the clerk of the Board of Cooperative Educational Services prior to the call of the roll at any regular or special meeting of the Board of Cooperative Services.

Vacancies

A vacancy on the Board shall be filled by the member district.

Policies

The Board of Cooperative Educational Services shall provide policies and procedures for all programs in writing.

Minutes

The clerk, or some person designated by the clerk, shall send out, following the meeting, a copy of the minutes of said meeting to each Director and to the superintendent of schools of each participating member district and to the superintendent of schools of each associate district.

Administration

The Board of Cooperative Educational Services shall select and hire an Executive Director and any other personnel that are necessary to provide the desired services. The Executive Director shall be responsible directly to the Board of Cooperative Educational Services.

Finance

Financing of the services provided under the direction of the Board of Cooperative Educational Services shall be by contribution from the participating school districts on the basis of a tuition or payment established by the Board of Cooperative Educational Services. The Board shall authorize expenditures of money for the purposes set forth in the agreement for the actual and necessary expenses of the Northeast Wyoming Board of Cooperative Educational Services and Executive Director and for the acquisition of equipment, space and personnel. All accounts of the agency shall be paid on vouchers signed by the Executive Director or his/her designee when authorized by the Board.

Services

A new program shall be undertaken by the Board of Cooperative Educational Services only if it promises to improve the quality of opportunities for children and is within the provisions of Wyoming Statute 21-20-101 through 21-20-109 and any subsequent legislation. A Cooperative program or services should be considered as having matured and ready for transfer to the local district’s responsibility when it can be more efficiently provided by the local district than by the Board of Cooperative Educational Services.

Contracts

The Executive Director of the Board of Cooperative Educational Services may execute or deliver any instrument in the name of and on behalf of the Board after such contract or instrument is approved by the Board.

ARTICLE VI

Tax Exempt Status

Notwithstanding any other provision herein, this organization is organized and operated exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations described in section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

In the event of dissolution, the remaining assets of the organization shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Code, or shall be distributed to the Federal government, or to a state or local Government, for public purposes.

ARTICLE VII

Amendment or Repeal

These by-laws may be amended or repealed by a majority vote of the Board at any regular or special meeting after prior written notice of said change has been served on all members of the Board at least ten (10) days before the meeting, provided that such change shall not violate provisions of W.S. 21-20-101 through 21-20-111 and any subsequent legislation.