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MASSACHUSETTS ASSOCIATION OF SCHOOL BUSINESS OFFICIALS, INC.

BY-LAWS

 

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 duties and 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 Rule of Order.  

 

<Adopted on May 20, 2016 at Annual Meeting>

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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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