About WFIS

A. Governance:

The Federation will be governed by member schools present at Federation meetings and between Federation meetings by the Board of Directors.

B. Regions:

Every three years various regions in the state will be identified by the Board of Directors at the recommendation of the Executive Director. These regions will be drawn with the intent of providing a framework for equitable geographic representation in Federation elections and decision-making and for broad participation in Federation activities.

C. Meetings:

  The Federation will meet at least annually. As often as possible the meetings of

the Federation will be replicated in several locations on the basis of the geographic spread of the membership. Notice, including date, time, venue, and agenda, of Federation member meetings will be mailed to all member schools at least 22 days prior to the date of the meeting. A quorum shall be those member schools present at any meeting for which proper notice has been given. Each school shall have one vote through the Chief Executive Officer of the school or his/her designated representative. A majority vote of those present shall be sufficient for internal operating and governance decisions.

D. The membership and fiscal year of the Federation shall begin on the first day of

July and end on the thirtieth day of June of the following year.

A. Duties: The Board of Directors will

1. Manage the affairs of the Federation between duly called Federation member

meetings.

  2. Employ, retain, or appoint a Chief Executive Officer of the Federation to be

known as its Executive Director, upon the recommendation of the Executive

Board.

B. Number and Qualification:

  1. Directors will be elected by each constituency according to a formula based on

the number of students in the constituency at the time of their election. An

elected director must be the current head, i.e. chief administrative officer, of a

member school.

  2. The ratio of directors to student numbers shall be reviewed and amended as

necessary by the Board of Directors every three years in order to maintain

compliance with the number of directors required by the Articles of

Incorporation.

3. Directors may be appointed by the Board of Directors upon the recom-

mendation of the Executive Director. The number of appointed directors

may never be greater than one-fifth the total number of elected directors.

  4. At the discretion of the Board persons holding strategic state-level government

and non-governmental positions may be identified and invited to participate

(non-voting) in the meetings of the Board.

C. Term:

  The term of a director will be three years. A director may not be elected for more

than two consecutive full terms. The term of a director will normally begin on July

1 and end on June 30. Any director who is absent from three successive regular

meetings of the Board of Directors shall cease to be a member unless excused by

action of the Board.

D. Elections:

  One-third of the directors on the Board of Directors will be elected each year.

Elections will be held no later than May 1 of the year directors are to take office.

Nominations for elected directors will be made to the Executive Board of the

Board of Directors by member schools and executive constituency leadership. The

Executive Board will provide each constituency with a slate of two qualified

candidates from their constituency according to the region(s) identified for their

constituency. Ballots for elected directors must be received by member schools at

least one month prior to the close of balloting. Each member school will vote for

one candidate, which vote shall be weighted by the school's student enrollment on

which dues were paid in the current year, unless at least one month prior to the

mailing of the ballot all of the Washington Federation of Independent Schools

Board members of any constituency notify the Executive Director, in writing, that

their constituency prefers a one vote per member school method of election for

their representative(s).

E. Vacancies

  1. Between elections, upon the recommendation of the Executive Director, the

Board of Directors may fill the unexpired term of a director whose position has

been vacated.

  2. If the number of Board members allowed a constituency changes due to the

Board's review of student numbers and Board representation (viz. III.B.2.), the

Board of Directors, upon the recommendation of the Executive Director, will

determine the best action to bring Board numbers and representation into line

with the current formula for representation according to student numbers

(viz.III.B.1.).

F. Meetings:

  The Board of Directors will meet at least two times each year. Notice of meetings,

including date, time, venue, and agenda, will be mailed to directors at least two

weeks prior to the date of the meeting. A quorum shall be a majority of directors

present in a meeting for which proper notice has been given. A majority vote of

those present shall be sufficient for internal operating and governance decisions.

G. Officers - Executive Board:

  1. The Executive Board will

  a. propose candidates to the Board of Directors for the employment, retention,

or appointment of a Chief Executive Officer of the Federation to be known

as its Executive Director;

  b. serve as a resource to the Executive Director in fulfilling the purpose of the

Federation between meetings of the Board of Directors;

  c. organize and execute an annual evaluation of the Executive Director;

  d. make recommendations to the Board of Directors for the contract renewal

and compensation package of the Executive Director.

  

2. The officers will be elected by the Board of Directors at the first Board meeting

after the annual election of directors. The officers of the Board of Directors

will be Chair, Past-Chair, Chair-elect, and Secretary-Treasurer.

  3. Duties of Officers:

  a. The Chair shall preside over the meetings of the Federation, the Board of

Directors, and the Executive Board; shall call special meetings of the

Federation, the Board of Directors, and the Executive Board; shall perform

all acts and duties usually performed by the Chair of a Corporation; and

shall, in the absence of the Executive Director, assume the responsibilities of

Chief Executive Officer.

  b. The Chair-elect shall, in the absence of the Chair, perform the duties of the

Chair except in the event of death or resignation of the Chair; shall assist

the Past-Chair in the management of the annual evaluation of the Executive

Director.

c. The Past-Chair shall have primary responsibility for the annual evaluation of

the Executive Director; shall assume the duties of the Chair in the event of

the death or resignation of the Chair.

d. The Secretary-Treasurer shall have responsibility for the maintenance of all

reports, books and papers of the Federation, and for accurate and precise

minutes of each regular and special meeting; shall issue confirmation of

membership in the Federation, and inform the Chair of any important matters affecting the welfare of the Federation; shall prepare an annual budget and present periodic financial statements at least quarterly. Any of these duties may be performed by the Executive Director as Chief Executive Officer.

4. Terms:

a. The term of the Chair, Past-Chair, and the Chair-elect shall be one year.

The Chair-elect will be elected every year, moving to Chair the next year, and to Past-Chair the year following. A director serving as Past-Chair may not be elected to serve as Chair-elect in the year following service as Past-Chair.

b. The term of the Secretary-Treasurer will be two years. The Secretary-

Treasurer will be elected in even numbered years and may not serve in this position for more than two consecutive full terms.

c. Between elections, upon the recommendation of the Executive Director, the

Board of Directors may fill the unexpired term of an officer whose position

has been vacated.

 H. Committees:

  The Board of Directors may by resolution provide for committees or task forces as

it deems advisable and may discontinue the same at its pleasure. Each entity shall have such powers and shall perform such duties as it is assigned by the Board of Directors. Committees and task forces shall be appointed and vacancies filled in the manner determined by the Board of Directors. In the absence of other direction the Chair shall appoint all such entities.