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MASBO BY- LAWS

(as amended on 5/16/14)

 (printable version)

 

Article I - NAME

The name of this Association shall be “Massachusetts Association of School Business Officials, Inc.”

 

Article II - PURPOSE

The purposes for which the corporation is organized are:

A.    To engage only in educational scientific, and charitable activities within the provision of Chapter 180 of the Massachusetts General Laws Annotated and Section 501( c) (3) of the Internal Revenue Code of 1954, as amended; provided however that the Corporation will not operate a post-secondary educational institution or a vocational school, and further that the Corporation will not receive any child or care or placement apart from its own parent or guardian. To accomplish the exclusive purpose, the Association may engage in the following:

B.     To unite in one State Association professional school business officials whose primary responsibilities are in the school business field, including the major activities of budgeting and school finance, accounting, purchasing and supply management, maintenance and operation, school plant planning and construction, school food service management, and any and all other major areas of school business administration.

C.    To promulgate and establish the highest standards of ethics and efficiency in business methods and practices for schools, and to make them available to its members and the interested public.

D.    To engage in a program of professional development and improvement of persons carrying on activities in the field of school administration for the benefit of schools and school systems.

E.    To conduct, sponsor, or join with others in conducting or sponsoring research and services concerning school business management and administration of schools.

F.    To make the results of projects and studies undertaken, sponsored or supported by the Massachusetts Association of School Business Officials available to members and the interested public in a professional and ethical manner.

G.    To cooperate with various educational associations, and with governmental organizations including federal, state and instrumentality's of either, in developing and improving school business management and administration or educational administration.

H.    To cooperate with and to promise membership and participation in the Association of School Business Officials of the United States and Canada.

I.      To establish support and maintain such service organizations as authorized by vote of the Board of Directors to advance educational, scientific, and charitable endeavors within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 or similar section as amended.

 

Article III - MEMBERSHIP

SECTION 1. CLASSES OF MEMBERSHIP. The corporation shall have two (2) classes of voting membership, viz, active and life, and shall also have five (5) classes of non-voting memberships, viz, associate, student, honorary, emeritus and honorary life. All voting members shall pay dues as determined in Article X hereof. The designation of such classes and the qualification of the members of such classes shall be compatible with the By-laws of the Association of School Business Officials of the U.S. and Canada.

A.    Voting membership shall consist of the following classifications.

1.     ACTIVE. Active membership shall be open to business officials from employed or independently contracted by public schools, non-public schools, Educational Collaboratives, Department of Education in the State of Massachusetts, and past presidents who have retired or left the school business field. This may also include superintendents of schools, college professors and instructors working in the school business field. A person qualified for membership shall become an active member upon his filing of a membership application and payment of his membership dues for the first year.

2.     LIFE. An active member may become a life member upon payment of one lump sum equal to 15 times the then current annual dues.


 

B.    Non voting membership shall consist of the following classifications.

1.     ASSOCIATE. Associate membership shall be open to other interested persons that make application to the Board of Directors and are approved by it.

2.     STUDENT.  Student membership shall consist of university or college students enrolled in school business administration classes.

3.     HONORARY. Honorary members are to be elected by the Board of Directors.

4.     EMERITUS.  Any Active Member upon normal retirement or separation in good standing from the school business profession after a minimum of fifteen years (15) of Active Membership in the association will be granted Emeritus membership without fee.

5.     HONORARY LIFE. Honorary life membership will be granted to Past Officers and Directors who leave the school business field in good standing without fee.

 

Article IV - OFFICERS

Section 1. OFFICERS The five officers of the corporation shall be the President, the president-elect, the vice-president and the Secretary-Treasurer.

 

Section 2. DUTIES AND ELECTION OF OFFICERS.

A.            PRESIDENT. The President shall automatically succeed to the office after having served a one-year term as president-elect, and shall serve a one-year term commencing immediately after being sworn in at the annual business meeting of the membership.  The President shall serve as Chairman of the Board of Directors, represent MASBO at other meetings, and perform other duties assigned to him by the Board of Directors. After having served one year, the President shall automatically succeed to the office of immediate Past President. The President shall be a member of ASBO at such time as he shall serve hereunder.

B.            PRESIDENT-ELECT.    The president-elect shall automatically succeed to the office after having served a one-year term as vice-president, and shall serve a one- year term commencing immediately after being sworn in at the annual business meeting of the membership.  The president-elect shall assume the duties and responsibilities of the President in his absence, and perform other duties assigned to him by the President and Board of Directors. He shall be responsible for the annual institute.

C.            VICE-PRESIDENT. The vice-president shall be elected at the annual meeting of the association by a majority of those present and voting. Only Active or Life Members who have served one term as a Director are eligible to be elected to the office of vice-president. The vice-president shall serve for one (1) year commencing immediately after being sworn in at the annual business meeting of the membership.  The vice-president shall assume the duties and responsibilities of the president-elect in his absence, and perform other duties assigned to him by the President and Board of Directors. He shall coordinate the programs for the Bi-monthly meetings.

D.            IMMEDIATE PAST PRESIDENT.  After having served one year, the President shall automatically succeed to the office of immediate Past President.

E.            SECRETARY-TREASURER. The Secretary-Treasurer shall be elected at the annual meeting of the association for a three (3) year term by a majority of those active members present and voting.  This term shall commence immediately after being sworn in at the annual business meeting of the membership The Secretary-Treasurer shall be responsible for keeping minutes of the meetings of the Association and the Board of Directors. 1-~ shall maintain a complete and accurate history of the Association and a complete record of policies and procedures adopted by the Association and shall transmit said history and record to his successor in office. He shall be responsible for filing with appropriate Federal, State and local agencies as required any amendments, changes or additions to these by-laws. The Secretary-Treasurer shall be responsible for the collection of all funds due the Association, including membership fees and dues, and promptly deposit the same in the official depositories, and disburse the same on order of the Board of Directors. He shall sign all checks. His accounts and books shall at all times be open to the inspection of the President, and the Board of

Directors, and any authorized Auditors. He shall make a written financial report annually to the Board of Directors and at such other times as the President or Board of Directors may require. He shall give a surety company bond in the penal sum of not less than twenty-five thousand dollars ($25,000) for the faithful performance of the duties of his office; the premium for said surety company bond to be paid by the Association.

 

Article V - BOARD OF DIRECTORS

SECTION 1. BOARD OF DIRECTORS. The Board of Directors shall be composed of eleven Directors except where Section 3 prevails in which case the number shall be twelve. The Directors shall include the President, the president-elect, the Vice President, Secretary-Treasurer, the immediate Past President, and any member qualifying under Section 3 hereof, all of whom shall be known as the Directors. Six (6) other Directors shall be elected from the Active or Life members and such Directors shall be known as the Directors At-Large. The Board of Directors shall be the governing board of the Association and shall have the authority to execute its duties of meeting the objectives of the Association, of managing its finances and properties, and of establishing the necessary policies and procedures as the needs arise. A simple majority of the members of the Board of Directors shall constitute a quorum.

SECTION 2. Directors At-Large are to be elected for a period of three years with two elected each year.   This term shall commence immediately after being sworn in at the annual business meeting of the membership.   Directors may not serve consecutive terms - a minimum of one year must lapse between terms.

SECTION 3. Any MASBO member, while serving as an elected officer in the Association of School Business Officials of the United States and Canada would automatically serve on the Board of Directors of MASBO.

SECTION 4. The Board of Directors shall hold regular meetings at least four times per year. Special meetings of the Board of Directors may be called by or at the request of the President or by a majority of the Board of Directors upon three (3) days written notice. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. The Board of Directors shall be responsible for the conduct of the business of the Association, subject to the action of the Association in its meetings, may employ an executive Secretary and provide for such other assistants as may be necessary, for whom compensation funds are available, and to carry out the objectives and purposes of the organization. The Board of Directors shall also provide for the proper custody and disbursement of available funds of the Association, shall require and secure adequate and sufficient bonds for the protection of the funds.

 

ARTICLE VI -EXECUTIVE DIRECTOR

The Board of Directors may engage the service of an Executive Director who shall perform such duties as may be delegated by the Board of Directors or such administrative duties as may be delegated by the Secretary/Treasurer and approved by the Board of Directors.

 

ARTICLE VII – NOMINATIONS, ELECTIONS AND

VACANCIES OCCURRING WITHIN A TERM

SECTION 1. Nominations

Nominations can be made in the following way:

A nominating Committee consisting of Past Presidents with the Immediate Past President as Chairman shall verify the nominees (strike the words eligibility for the various positions, and place their names in nomination at the Annual Meeting on the ballot for the annual election.

 

SECTION 2.  Elections

The Vice President, the Secretary-Treasurer and the Directors At-Large shall be elected by a plurality of ballots cast by the membership consistent with the Term of Office outlined in Article IV section 2 and Article V Section 2. 

 

SECTION 3.      Vacancies

The remaining members of the Board of Directors will be empowered to fill any vacancies that occur on the Board due to resignation or other circumstances for the remainder of the unexpired term.  In filling such vacancies, a majority vote of the remaining members of the Board will be necessary to fill such vacancies.

 

In the event that only one qualified member has announced his/her Director candidacy in accordance with election rules as prescribed by the Board of Directors, then any qualified member may declare his/her candidacy no later than January 20 with all required election materials submitted by the close of business on February 15th.

 

 

 

 

ARTICLE VIII - COMMITTEES

The President shall appoint standing committees on Programs, Memberships, and such other ad hoc committees as may be necessary.

 

ARTICLE IX - MEETINGS

The association shall hold four professional development meetings, an annual meeting, and such other meetings as the Board of Directors shall determine.

 

ARTICLE X - DUES

The dues of this association shall be determined by the Board of Directors and shall be announced at the annual meeting, to become effective July 1, and payable by December 31.

 

ARTICLE XI - QUORUM

At any meeting of the association, 10% of the voting members shall constitute a quorum for the transaction of business at any session of the meeting.

 

ARTICLE XII - FISCAL YEAR

The fiscal year of this association shall be from July 1, to June 30 inclusive.

 

ARTICLE XIII - CHANGES IN BY-LAWS

Proposed changes in the by-laws shall be submitted to the Board of Directors in writing at least one month prior to any meeting. The Board of Directors shall report on said proposed changes at the next meeting and shall issue said report to all active members at least ten days prior to the meeting. Such proposed changes as one presented to a meeting by the Board of Directors shall be adopted by two-thirds of all active members present and voting at the meeting.

 

ARTICLE XIV - REMOVAL

Any officer or director of the association may be removed for cause by a vote of eight (8) Directors.

 

ARTICLE XV - DISSOLUTION

Dissolution and Liquidation. In the event of the dissolution and liquidation of the corporation and prior to the completion thereof, all of the assets, property, income and all other funds of the corporation not owned or held upon a condition requiring return, transfer or conveyance by reason of dissolution shall be expended for or applied to the purchases of the corporation, or one or more of such purposes by transferring the conveying such assets, property, income and funds to one or more corporations or organizations, organized and operated exclusively for charitable, scientific, literary or educational purposes, to which exemption from income taxes has been granted under Section 501 (c ) (3) of the Internal Revenue Code of 1954 or comparable provisions of the prior or subsequent Federal Income Tax Laws, and no part of such remaining assets, property, income or funds, shall be distributed to members or to any other person whatsoever.

 

ARTICLE XVI - ASBO AFFILIATION

The Corporation shall be an Affiliate Category “B” of ASBO, and shall agree to comply, from time to time as may be necessary, with the by-laws of that organization.

 

ARTICLE XVII – RULES OF ORDER

All meetings of the Association and the Board of Directors shall run in accordance with Robert’s Rules of Order latest edition.

 




  

MASSACHUSETTS ASSOCIATION OF SCHOOL BUSINESS OFFICIALS, INC.

BY-LAWS (PROPOSED FEBRUARY, 2016)

 

Article I – Organization

 

Section 1.  The name of this organization is the Massachusetts Association of School Business Officials, Inc.

 

Section 2. Fiscal Year.

The fiscal year of the Organization shall begin on the first day of July and end on the last day of June in each year.

 

Section 3. Audits and Financial Reports.

a.       The Secretary-Treasurer shall render such financial reports as directed by the Board.

b.      The Board shall appoint a CPA firm to audit the financial records of the Organization.

c.       The Executive Director shall publish the auditor’s annual financial statement summary for the membership.

 

Article II — Purposes

The purpose or purposes for which the Organization is organized are:

 

a.       The Massachusetts Association of School Business Officials, Inc., is an organization engaged exclusively to advance educational, scientific, and charitable endeavors within the meaning of Section 501(c)(3) of the Internal Revenue Code by providing programs and services that promote the highest standards of school business management practices, continuing professional education, and the effective use of educational resources.

 

b.      This Organization is not organized for the pecuniary profit of its directors, officers, or members, nor may it issue stock nor declare nor distribute dividends, and no part of its net income shall inure to the benefit of any directors, officers, or members.

 

Article III — Powers

The Organization has such power as may be needed to carry out the foregoing purposes as set forth in Article II hereof and such power shall not be limited except as provided herein.

 

Article IV- Membership

 

Section 1. Types.

The Board of Directors shall have the authority to determine membership categories within two types of membership: A. Voting; and B. Nonvoting.

 

Section 2. Dues.

The dues for each membership category shall be set by the Board of Directors and announced at the annual meeting, to become effective July 1, and payable by September 30.

 

 

 

Section 3. Discipline.

The Board of Directors may revoke the membership of an individual member for just cause, such as a violation of the MASBO Code of Ethics, after providing the member with due process. No member shall be expelled except by a two-thirds vote of the Board of Directors after a hearing at which the member whose expulsion is being considered was given an opportunity to be heard in his/her own defense.

 

Article V.  - Administration

 

Section 1. Board of Directors.

 

The Board of Directors shall be the governing board of the Organization and shall have the authority to execute its duties of meeting the purpose of the Organization, of managing its finances and properties, and establishing the necessary policies and procedures as the needs arise.  The Board of Directors shall provide for the proper custody and disbursement of available funds of the Organization, and shall require and secure adequate and sufficient bonds for the protection of the funds.

 

The Board of Directors shall be composed of the five elected officers (President, President-Elect, Vice President, Immediate Past President, and Secretary-Treasurer), and six other individuals duly elected by the voting members of the Organization.

 

Any MASBO member, while serving as an elected officer in the Association of School Business Officials International would automatically serve on the Board of Directors of MASBO. 

 

The Board of Directors may establish and/or remove nonvoting ex-officio Liaison positions.  

 

Section 2. Directors.

Two Directors shall be elected annually by the voting members. The term of office shall be three years commencing immediately after being sworn in at the annual business meeting of the membership. An eligible candidate is one who is an Active Voting Member.  Directors may not serve consecutive terms; a minimum of one year must lapse between terms. 

 

Section 3. Officers.

The officers of the Organization shall be the President, President-Elect, Vice President, Immediate Past President, and Secretary-Treasurer.

 

a.       President.The President shall automatically succeed to the office after having served a one-year term as President-Elect, and shall serve a one-year term commencing immediately after being sworn in at the annual business meeting of the membership.  The President shall serve as Chair of the Board of Directors, represent MASBO at other meetings, and perform other duties assigned by the Board of Directors. The President shall automatically succeed to the office of Immediate Past President after having served a one-year term as President.

 

b.      President-Elect.  The President-Elect shall automatically succeed to the office after having served a one-year term as Vice-President, and shall serve a one-year term commencing immediately after being sworn in at the annual business meeting of the membership.  The President-Elect shall assume the dutiesand responsibilities of the President in the absence of the President, and perform other duties assigned by the President and the Board of Directors.  The President-Elect shall be responsible for the Organization’s Annual Institute.

 

c.       Vice President. The Vice President shall be elected annually by voting members and shall serve a one-year term commencing immediately after being sworn in at the annual business meeting of the membership. An eligible candidate is one who:

 

(i)     Has been duly elected as Director (defined as a duly elected incumbent Director or past Director, including those who might have been elected to a one- or two-year seat on the Board as a result of the appointment process). 

 

(ii)   Has complied with the election rules as prescribed by the Board of Directors.

 

The Vice President shall automatically succeed to the office of President-Elect after having served a one-year term as Vice President.

 

The Vice President shall coordinate the programs of the Bi-monthly meetings.

 

d.      Immediate Past President.After having served one year, the President shall automatically succeed to the office of Immediate Past President and shall serve a one-year term commencing immediately after being sworn in at the annual business meeting of the membership.  The Immediate Past President shall coordinate the annual Planning Conference, and perform duties as assigned by the President and Board of Directors. The Immediate Past President shall preside over the election process.

 

e.       Secretary-Treasurer.  The Secretary-Treasurer shall be elected by the voting members. The term of office shall be three years commencing immediately after being sworn in at the annual business meeting of the membership.

 

The Secretary-Treasurer shall be responsible for keeping minutes of the meetings of the Board of Directors and overseeing the maintenance of the financial records of the Organization.

                 

Section 4. Application to Serve on the Board of Directors

 

Active members wishing to serve as a Director, Vice-President, or Secretary-Treasurer shall submit an application for Board of Director and submit it to the Immediate Past President by January 15 of the year preceding the start of the term of office.  All active members that submit an application shall be placed on the ballot for election to the position consistent with the member meeting eligibility requirements contained herein. 

 

a.       If less than two qualified members submit an application for their candidacy for Director, or if no candidates submit an application for either Vice-President, or Secretary-Treasurer (in a year when term is ending), in accordance with the election rules, the Immediate Past President shall announce the vacancy and extend the application deadline. 

 

Section 5.  Elections

The election of Directors, Vice-President, and Secretary-Treasurer shall be conducted by electronic ballot to eligible voting members as defined by the Board of Directors for a two week period preceding the annual business meeting.

 

The Directors, Vice-President, and Secretary-Treasurer shall be elected by a plurality of ballots cast by the membership consistent with the term of office outlined by position in Article V., Section 3. 

 

If the number of candidates equal the number of open seats for any of the positions, the Organization may forego the electronic voting method and elect members by voice vote at the annual business meeting.

 

Section 6.  Vacancies on the Board of Directors

 

a.       President Vacancy. The President-Elect shall perform the duties of the President for the balance of the President’s term.

 

b.      Vice President Vacancy. The Immediate Past President shall serve as Acting Vice President for the balance of the term and the next annual election shall include a ballot for President-Elect among eligible members. If a Vice President vacancy occurs after the annual election, then a special election shall occur to elect a President-Elect. A candidate for President-Elect shall have been duly elected to serve as Director and has complied with all eligibility rules contained herein.

 

c.       Director Vacancy. In the event of a vacancy on the Board of Directors, the Board may appoint a member who meets all eligibility requirements to be a Director to fill such vacancy until the next election.

 

Section 7.  Removal

Any officer or director of the organization may be removed for just cause, such as a violation of the MASBO Code of Conduct, by a vote of eight (8) of the remaining Board of Directors after a hearing at which the officer or director whose expulsion is being considered was given an opportunity to be heard in his/her own defense.

 

Article VI. Executive Director

 

The Executive Director shall be appointed by the Board of Directors; shall be authorized to administer all policies as prescribed by the Board, and shall perform other duties as assigned by the Board of Directors.

 


 

 

Article VII.  Board of Directors and Committee Meetings

 

Section 1. Board of Director Meetings

 

The Board of Directors will determine the annual meeting schedule at the annual planning conference for the upcoming year.  As needs arise, other meetings shall be called by the President or the Board of Directors. Notice shall be given by the Executive Director at least three days preceding the meeting date. However, the President may convene an emergency or special meeting should the Board need to meet to act or discuss items that are of importance. The Executive Director shall give a minimum of 24 hours notice for emergency or special meetings.

 

Section 2. Committees.

The President shall appoint chairpersons of standing committees on programs, as well as other ad hoc committees that may be necessary from time-to-time.  Other membership on these committees shall be appointed by the chairperson in accordance with policies established by the Board of Directors. The basic functions of the committees shall be to provide professional development programs and to conduct research in the field of school business administration.

 

Section 3. Other Organization Committees.

The Board of Directors may establish such other committees as are necessary and appropriate.

 

Article VIII. Meetings for the Membership

The Organization shall hold professional development meetings, an annual meeting, and other such meetings as the Board of Directors deem necessary. 

 

The site of the Annual Institute shall be approved by the Board of Directors 

 

Article IX.  Quorum

A simple majority of Board of Directors will constitute a majority for any meetings of the Board. 

 

At any meeting of the Organization, 10% of the voting membership shall constitute a quorum for the transaction of business at any session of the meeting. 

 

Article X.  Policy Manual and Bylaw Amendments

 

Section 1. Policy Manual.

To supplement the Official Bylaws of the Organization, there shall be constituted and maintained a Policy Manual containing additional rules, regulations, and procedures approved by the Board, to be used in managing the affairs of the organization. The Executive Director shall have the responsibility of maintaining the Policy Manual.

 

Section 2. Bylaw Amendments.

Recommendations for any amendments to the Bylaws may be presented continuously throughout the year to the Executive Director of MASBO who will submit recommendations to the Board of Directors for review. If a majority of the Board approves the proposed amendments, they shall then be voted upon by the eligible membership as part of the Annual Business Meeting. Bylaw amendments require a two-thirds majority of the votes cast for passage. All amendments shall become effective immediately following the Annual Business Meeting.

 

Article XI.  Dissolution and Liquidation

No member, officer, or any private individual shall be entitled to share in the distribution of any of the assets of the Organization on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of the Organization, after payments of debts and obligations, shall be transferred to an organization with federal tax exemption for charitable and educational uses and purposes similar to those of this Organization, which is not a private foundation within the meaning of the federal tax laws. The exempt organization shall be designated by the final Executive Committee of the Organization.

 

Article XII.  ASBO Affiliation

The Massachusetts Association of School Business Official shall be an affiliate of the Association of School Business Officials International, Inc. 

 

 

Article XIII.  Rules of Order

All meetings of the Organization and the Board of Directors shall be run in accordance with Robert’s Rules of Order. 

 

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MASBO is a non-profit professional organization of school administrators whose responsibilities include the business affairs of public and non-public schools. They may be wholly, or partially, responsible for budgeting, school finance, accounting, purchasing and supply management, transportation,maintenance and operation, school plant planning and construction... read more.

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