PA EDGE CONSTITUTION

Preamble

We, the members of the Pennsylvania Association for Elevating, Developing, and Growing Educators (PA EDGE), to advance leadership in curriculum, instruction, and supervision, do hereby establish this Constitution

Article I: Name

The name of the Association shall be the Pennsylvania Association for Elevating, Developing, and Growing Educators (PA EDGE). Hereafter, it shall be referred to as the Association.

Article II: Purpose

The purpose of this Association shall be to elevate, develop, and grow educators through leadership in curriculum, instruction, and supervision. To accomplish this, the Association will collaborate with other organizations that share these goals. The activities of PA EDGE will be guided by the mission and strategic plan adopted by the Executive Board, with a focus on curriculum, instruction, and supervision. The Association does not discriminate against any person on the basis of age, ancestry, color, disability, national origin, race, religious creed, sex, sexual orientation, or veteran status. PA EDGE abides by the PA EDGE Code of Ethics, included in Appendix A of the Bylaws.

Article III: Membership

Section 1. Any person with an interest in education may become a member and shall be entitled to the rights and privileges outlined in this Constitution.
Section 2. Any member who pays annual dues as defined in this Constitution shall be eligible to vote and hold office in the Association, provided they meet all required qualifications.
Section 3. Annual dues and associated benefits shall be set by the Executive Board and acknowledged at the Association’s annual business meeting. Changes will take effect at the
beginning of the new fiscal year.
Section 4. Individual membership shall be valid for twelve (12) calendar months, beginning on the first day of the month in which dues are processed. Institutional membership shall be prorated for up to twelve (12) months and valid between July 1 and June 30.

Article IV: Executive Committee and Executive Board

Section 1. The officers of the Association shall be the President, Past President or President-Elect, Executive Director, and Treasurer. Together, they shall comprise the Executive Committee of the Association.
Section 2. Succession. The President-Elect shall serve for one (1) year, then become President for two (2) years, and then serve as Past President for one (1) year.
Section 3. The Executive Board shall consist of the Executive Committee, Regional Coordinators, and Chairpersons of standing committees appointed annually by the Executive Board. The Executive Director is an ex officio member of the board. With the exception of the Executive Director, all members of the Executive Board shall have the authority to vote on matters before the Board.
Section 4. The Executive Advisory Board shall be approved annually by the Executive Board and will include Regional Ambassadors, Advisory Committee Chairpersons, and any ad hoc committee chairpersons appointed by the President. Members of the Executive Advisory Board shall serve in a non-voting capacity.
Section 5. Meetings. The Executive Board shall meet at least three (3) times per year, either virtually or in person, at the discretion of the President or upon the request of at least five (5) members of the Board.
● 5.1. Executive Advisory Board members may attend all electronic meetings and the annual business meeting, and may be called upon to attend the Executive Board meeting at the request of the President.
● 5.2. The Board shall meet at the call of the President, as provided in Article IV, Section 5, of this Constitution. Emergency meetings may be called at the discretion of the President. The Association shall pay the expenses of the Executive Committee and Board members from funds allocated in the budget.
● 5.3. Board Attendance Requirement. All voting members of the Executive Board shall attend more than half of the Board’s meetings in a given year, either in person or electronically. Failure to meet this requirement will result in a written warning from the President. Continued absenteeism may result in removal from the position by majority vote of the Executive Board.
● 5.4. Compensation for Contracted Work. A member of the Board may be contracted and compensated for additional work or duties beyond their Board responsibilities at the discretion of the Board. Such members shall retain their rights and privileges as Board members but must abstain from voting on any business that directly or indirectly affects their contractual position or employment conditions.
● 5.5. Annual Business Meeting. An annual business meeting of the membership shall be held in person and/or virtually at a date and time set by the Executive Board and announced to the membership at least three (3) business days in advance. At this meeting, reports shall be presented, expressions of concern from members may be heard, and any business referred to the membership by the Board or Executive Committee shall be addressed.
Section 6. Quorum. A quorum shall consist of the voting members present at a properly called meeting of the Executive Board. A majority shall require more than half of the voting members present. When a standing committee is co-chaired, each co-chair has one vote.

Article V: Duties of Officers

Section 1. President. The President shall preside at all meetings of the Board and at the Annual Business Meeting of the Association and may vote on all matters before the Board. The President or their designee shall represent PA EDGE at relevant training sessions, meetings, and other events.
Section 2. Presidential Appointments. The President shall appoint members to committees as approved by the Board. In the absence of either the Executive Director or the Treasurer, the President shall serve as the second party to approve all bills. In the year when the position of President-Elect is vacant, the President shall appoint the Conference Chair.
Section 3. Board. The Board shall plan the program activities of the Association and approve all committees that support these programs. The Board shall establish policy, which will be maintained electronically on the Association website and in the bylaws, with the Executive Director and Treasurer. The Board shall employ and ensure that an annual evaluation is conducted of the Executive Director and other employees of the Association. The President conducts the evaluations and reports to the Board without the employee being present.
Section 4. Past President or President-Elect. The Past President or President-Elect shall preside in the absence of the President and perform duties as assigned by the President and/or Executive Board.
● 4.1. The Past President or President-Elect may work with Committee Chairpersons and chair ad hoc committees. The President-Elect shall select the annual Conference Chair. The Past President shall chair the Nominating Committee that is responsible for nominations of candidates for the election of President.
● 4.2. If the President becomes incapacitated or unable to serve, the Past President or President-Elect shall assume the office for the remainder of the term with full authority of the Presidency. If both are unable to serve, the Treasurer shall preside for the remainder of the term.
Section 5. Executive Director. The Executive Director shall record and maintain all minutes, proceedings, and resolutions of the Association. The Executive Director shall prepare meeting agendas, maintain policy manuals, arrange Board meetings, and serve as Assistant Treasurer. The Executive Director may attend and participate in all standing and special committee meetings and acts as the agent of the Board in matters governed by adopted policies and procedures. The Executive Director shall conduct annual evaluations of contracted services approved by the Board and present the results to the Executive Committee. The Executive Director does not vote.
● 5.1 Vacancy and Removal. The Executive Director shall be appointed by, and serve at the pleasure of, the Executive Board. In the event of a vacancy, the Executive Board shall appoint an interim Executive Director until a permanent appointment is made. The Executive Board may remove the Executive Director by majority vote at a duly called meeting.
Section 6. Treasurer. The Treasurer shall review the reports provided by the Business Manager, who receives, expends, and accounts for the Association’s funds. The Treasurer shall coordinate with those responsible for membership and organizational operations, ensure the filing of tax records, and support the communication between the Business Manager and the Board. The Treasurer for the next fiscal year shall be elected by majority vote of the Board at its final meeting of the current fiscal year. The Treasurer shall transfer records to the Executive Committee for examination at the end of each fiscal year, at the close of their term, or upon request of the Executive Board. The Executive Committee’s report shall be entered into the Association’s minutes.
Section 7. Bonding. The Executive Director, Treasurer, and President shall be covered by a fidelity bond, paid for by the Association, in an amount sufficient to protect the Association’s assets.
Section 8. Correspondence. Members of the Executive Committee shall share all pertinent correspondence related to the Association with the Board.
Section 9. Membership Requirement. All Executive and Advisory Board members shall maintain membership in the Association unless the President approves alternative membership.

Article VI: Nominations, Elections, Vacancies, and Removal

Section 1. The President-Elect shall be elected at large from the membership of the Association by written or electronic ballot. The slate of candidates shall be prepared in advance by a Nominating Committee chaired by the Past President. Election results shall be announced at the Annual Meeting.
● 1.1. Diverse representation on the Nominating Committee, drawn from both the Board members and leaders of the Association.
Section 2. Term of Office. The term of all officers shall begin on July 1, following the Annual Meeting of the Association at which election results are announced.
● 2.1. Any member of the Board may move to initiate a performance review of the President. A majority vote of the Board shall initiate the process. The review shall occur at the spring Board meeting and shall be chaired jointly by the President-Elect or the Past President and the Treasurer. Following an unsatisfactory performance review, the President’s term may be shortened by a two-thirds (2⁄3) vote of all Board members.
Section 3. Officer Vacancies. In the event of a vacancy in any office other than President, the Executive Board shall appoint an interim officer to serve until the next scheduled election or for the remainder of the unexpired term, whichever occurs first. If the office of the President becomes vacant, succession shall follow the provisions of Article V, Section 4. If no successor is available, the Executive Board shall appoint an interim President to serve until the next scheduled election.
Section 4. Removal of Officers. Any officer may be removed from office for cause, including but not limited to neglect of duties, misconduct, violation of the Association’s Code of Ethics, or conflict of interest. Removal shall require a two-thirds (2⁄3) vote of the Executive Board, following written notice of the proposed action and an opportunity for the officer to respond.

Article VII: Fiscal Year

The Association's fiscal year shall begin on July 1 and conclude on June 30.

Article VIII: Rules of Order

All business meetings of the Association shall be conducted in accordance with Robert’s Rules of Order, Newly Revised.

Article IX: Committees

Committees of the Association shall be appointed by the President, approved by the Board, and given a written charge consistent with the purposes of the Association. The Board shall provide guidance and support in the development of committee activities. At the Annual Board Reorganization Meeting, the President shall present a list of standing committees for approval by the Board. All committee chairs, whether standing or ad hoc, must be members of the Association. Committee chairs and co-chairs shall each have one (1) vote on all matters brought before the Executive Board. Committee chairs shall be responsible for leading their committee’s work as directed by the President and/or Executive Board and in alignment with the PA EDGE Strategic Plan.

Article X: Amendments

This Constitution may be amended or altered as follows: 1. Proposed amendments shall be submitted in writing to the President of the Association.
2. Proposed amendments must be approved by a three-fourths (3⁄4) vote of the Executive Board members present.
3. Following Board approval, amendments must be adopted by a two-thirds (2⁄3) vote of the active members present at a duly called general membership meeting. The proposed amendment(s) shall be circulated to the membership in advance of the meeting.

Article XI: Constitutional Review

Beginning in the 2025-2026 year, and every four (4) years thereafter, the President shall appoint a committee to review the Constitution and recommend any necessary changes to the Executive Board.

Article XII: Bylaws

The Association shall adopt Bylaws to provide for the detailed governance and operation of the organization. The Bylaws shall be consistent with this Constitution and shall include, but not be limited to, provisions regarding dues, elections, committees, meetings, and other operational procedures. The Executive Board shall have the authority to adopt, amend, or repeal the Bylaws by a two-thirds (2⁄3) vote of those present at a duly called Board meeting.

Article XIII: Conflict of Interest

All officers, directors, and members of the Executive Board shall avoid conflicts of interest in the conduct of Association business. A conflict of interest exists when an individual’s personal, professional, or financial interests could reasonably be perceived to interfere with their duty of loyalty to the Association. Any officer, director, or Board member with a potential conflict of interest shall disclose it to the Board and abstain from voting on matters in which they have such an interest. The disclosure shall be recorded in the minutes.

Article XIV: Indemnification of Officers and Directors

All directors and officers of the Association, whether or not currently in office, shall be indemnified by the Association against all costs, liabilities, and expenses reasonably incurred in connection with any action, suit, or proceeding arising from their service as a director or officer. Indemnification shall not apply to matters in which they are finally adjudged to have acted in bad faith or engaged in fraud in the performance of their duties.

Article XV: Dissolution of Association

No part of the net income, revenue, or grants of the Association shall benefit any member, officer, or private individual, except for reasonable compensation for services rendered in furtherance of the Association’s purposes. No member, officer, or private individual shall be entitled to share in the distribution of the Association’s assets upon dissolution or liquidation. In the event of dissolution or liquidation, and after payment of all debts and obligations, the assets of the Association shall be transferred to one or more organizations recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, and with educational purposes similar to those of the Association. The final Board of the Association shall designate the recipient organization.
Approved by the PA EDGE Executive Board and PA EDGE General
Membership at the Meeting on April 21, 2026.