MASBO BY- LAWS
(as amended on 5/17/07)
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 standingfrom 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 willbe granted to Past Officers and Directors who leave the school business field in good standing without fee.
Article IV - OFFICERS
Section 1. OFFICERS The fiveofficers 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 termcommencing 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.
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 fourprofessional 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.