Revised: May 12, 2015
ARTICLE I - NAME
This organization shall be called the Massachusetts Association of Regional Schools, hereinafter referred to as the "Association".
ARTICLE II PURPOSE
The purpose of the Association shall be to provide for a closer cooperation among and effective communications between all administrators and school committees of the regional school districts in the Commonwealth. It shall also be the purpose of the Association to study the problems of regional school districts and to seek the best solutions thereto. The representative members of the Association being School Committee, Superintendent, and business officials strive to work closely together so that the regional schools will provide students with a quality education.
ARTICLE III - OBJECTIVES
The objectives of the Association shall include:
1. To develop a composite representation and statement of needs of the regional school districts of the Commonwealth and to effectively communicate these needs to the executive and legislative branches of state government.
2. To effect the enactment of legislation deemed to be consistent with the objectives of the Association and responsive and beneficial to all regional school districts in the Commonwealth.
3. To inform and solicit support from the executive and legislative branches of state government and the state Department of Education on the preparation of the Commonwealth's annual operating budget, and specifically those components which provide for categorical entitlements and reimbursements to all regional school districts in the Commonwealth, and also on all other matters affecting the funding of the regional school districts.
4. To foster a partnership with the Department of Education of the Commonwealth, and effect the adoption of policies and practices consistent with the objectives of the Association and responsive to the needs of all regional school districts in the Commonwealth.
5. To foster an integral relationship with the Massachusetts Association of School Superintendents and the Massachusetts Association of School Committees, and with them, identify whereby joint and cooperative effort shall in mutual benefit policy result.
6. To effectively communicate the goals and objectives of the Association and the regional school districts of the Commonwealth to the public.
ARTICLE IV - MEMBERSHIP
The Association shall consist of those regional school districts electing to affiliate with it by official vote of their respective regional school district committees and who otherwise conform with all requirements of the Association as may be set forth in these Bylaws
Active members of the Association shall be all duly elected or appointed members of such regional school district committees together with all school administrators of such affiliated regional school districts including but not limited to the positions of Superintendent of Schools, Assistant Superintendent of Schools, Associate Superintendent of Schools and School Business Administrators.
The Board of Directors may invite individuals from other educational associations, governmental agencies, or public officials to be Associate members. These members may attend Association meetings and participate in the meetings. Dues would be waived for Associate members and they could not vote at the Annual Meeting but could participate in the discussions.
ARTICLE V - ANNUAL DUES
Affiliation with the Association by a regional school district, and the conferring of active and voting membership accordingly, is conditioned by the payment of all dues by such regional school district to the Association and upon such conditions as are set forth below.
The dues of the Association shall be determined by the Voting Members of the Association at its annual meetings to become effective for the fiscal year next following and payable by December 31 of that fiscal year.
ARTICLE VI - OFFICERS AND THEIR DUTIES
The Association shall elect the following officers, each with these respective duties:
1. President - The President shall preside at meetings of the Association and its Board of Directors and shall appoint, with the advice and consent of the Board of Directors, any standing or ad-hoc committees as may be authorized by the Association. The President will appoint a nominating committee of 3 members.
2. Vice President - The Vice President shall act in the absence or disability of the President.
3. Directors - Directors shall serve as members of the Board of Directors. A total of nine Directors shall be selected upon an 'at-large' basis. Of these nine Directors, at least two shall be members of a regional school district school committee, at least two shall be Superintendents of Schools of regional school districts, at least two being school business officials, and three at large.
4. Liaisons - one Liaison each from MASC, MASS, MASBO and MAVA will be elected for a three year term and will be member of the Board of Directors.
ARTICLE VII - ELECTION OF OFFICERS
The officers shall be chosen by voice vote of those active members present and voting at the annual meeting of the Association. A nominating committee will present names for election to the positions and shall serve on the following schedule:
1. President - A three year term or until their respective successors are chosen and qualified.
2. Vice President - A three year term or until their respective successors are chosen and qualified.
The Directors shall be chosen by vote of those active members present and voting at the annual meeting of the Association. Four Directors shall serve for three years and five Directors for two years. Thereafter, the directors will serve a three year term. or until their respective successors are chosen and qualified.
Any vacancy in any office shall be filled by majority vote of the Board of Directors and any officer so appointed shall serve until the next annual meeting and until their respective successors are chosen and qualified.
The nominating committee will have the proposed slate of officers and directors sent to the membership thirty days (30) before the annual election. Members may nominate individuals for the open positions at the Annual Meeting, If there is a contest, then a ballot vote would be taken as stated in these Bylaws.
ARTICLE VIII - BOARD OF DIRECTORS
1. Composition - The Officers and the Directors shall constitute the Board of Directors.
2. Function - Except as reserved to the Voting Members by these Bylaws, the Board of Directors shall have full authority and power to manage and conduct the business and affairs of the Association, to exercise its powers, to control the expenditure of Association funds, to make regulations for the conduct of affairs of the Association, to implement its policies, to prepare recommendations respect-ing dues and to act for its interests in any way not inconsistent with these Bylaws.
3. Agents of Association - The Board of Directors shall have sole right to appoint and re-appoint any agents, assistants and servants as it may deem necessary or useful to the Association and to remove them if it shall think fit, and shall prescribe their respective duties and compensation. The Board of Directors will appoint the Executive Director, Treasurer, and Webmaster.
4. Quorum - A majority of the members of the Board of Directors shall constitute a quorum. When and where the President deems it urgent and necessary, the Board of Directors may hold a special meeting, via conference call, provided that all members of the Board are notified at least 72 hours in advance, and informed of the time of the conference call and the purpose of the meeting. In this instance, two thirds of the full membership of the Board of Directors shall constitute a quorum.
5. Board of Directors Meetings- after discussion on an item has taken place, the President may ask for a consensus vote by members of the Association present. If the vote of those members present is overwhelming in favor of yes or no, then that vote would be direction the Association would take. If the vote was split, that is not a consensus, then only the members of the Board of Directors would take the official vote for the Association.
5. Audit - The Board of Directors shall at the close of each fiscal year employ a qualified person to audit the books and accounts of the Association and shall present to the Board of Directors at their first meeting in the new fiscal year the written report of such audit.
6. Committees - The Board of Directors may, subject to the advice and consent of the Voting Members as expressed at an annual meeting, create such standing or ad-hoc committees as it deems wise for carrying on the activities of the Association and may delegate to them such powers as it deems necessary and useful.
7. The Executive Director and Treasurer are responsible for filing all required State and Federal financial forms/reports.
ARTICLE IX - MEETINGS OF THE ASSOCIATION
1. Annual Meetings - The Association shall meet annually at a time and place within the Commonwealth as shall be fixed by the Board of Directors and such meeting shall be called by the Executive Directors serving as the Secretary shall notify all Voting Members in writing of the same. Such meeting and the calling thereof shall be in conformity with applicable provisions of the "open meeting law", so called.
The Voting Members shall, at each annual meeting, elect officers, if any, receive and act upon any reports of any officers and agents of the Association, conduct any other business as may be required by these Bylaws and conduct any other business .which may be presented for the consideration of the Voting Members by the Board of Directors.
The Executive Director under the direction of the Board of Directors shall prepare an agenda and order of business for each annual meeting. Voting Members may request the placement of items on the agenda in accordance with procedures for the same as may be established by the Board of Directors.
2. Other Meetings - Other meetings of the Association may be convened by the Board of Directors and shall be called by the Executive Director serving as the Secretary shall notify all Voting Members in writing of the same. Such call shall state the purpose of the meeting, the place and the time, which shall not be sooner than thirty days from the date of the call by the Board of Directors.
3. Quorum - A majority of all of the Voting Members shall constitute a quorum at all meetings of the Association. If at any meeting of the Association a quorum is not present, then the assembly thus convened may prepare proposals for the consideration of the Association, such proposals to be acted upon by mailed ballot or by the Voting Members at a subsequent meeting at which a quorum is present.
4. Voting - Each regional school district which has elected to affiliate with the Association as set forth in Article IV herein shall designate two of its respective Active Members as Voting Members of the Association. The designation of Voting Members by each regional school district affiliated with the Association shall conform with the following conditions:
A. One Voting Member shall be a duly appointed member of the regional school district committee, and either appointed. by the Chair thereof, or elected by said committee.
B. One Voting Member shall be the Superintendent of Schools of the regional school district or some other school administrator of such regional school district appointed by said Superintendent of Schools.
5. Voting by Mail - At the direction of the Board of Directors, any question other than questions which, by these Bylaws, must be submitted at an annual meeting, may be submitted to Voting Members by mail. Ballots shall be prepared by the Secretary and mailed, postage pre-paid, to all Voting Members. Each such ballot with accompanying notice and information shall state the date fixed by the Board of Directors by which ballots shall be opened and counted by the Secretary and two other officers of the Association. The Secretary shall report the results to the President and the Board of Directors.
6. Rules of Order - Robert's "Rules of Order shall serve as the rules of order and conduct of all meetings of the Association.
ARTICLE X INDEMNIFICATION
The Association shall, to the extent legally permissible, indemnify each of its officers and agents against all liabilities (including expenses) imposed upon or reasonably incurred by him/her in connection with any action, suit, or other proceeding in which he/she may be thereafter, by reason of his/her acts or omissions as such officer, unless in any proceeding he/she shall be finally adjudged not to have acted in good faith in the reasonable belief that his/ her action was in the best interests of the Association, provided, however, that such indemnification shall not cover liabilities in compromise payment by such officer pursuant to a consent decreeor otherwise, unless such compromise shall be approved as in the best interests of the Association, after notice that it involves such indemnification, (a) by a vote of the Board of Directors, or (b) by a vote or the written approval of a majority of the Voting Members, not counting any member who is an interested officer. Such indemnification may include payment by the Association of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he/she shall be adjudicated to be not entitled to indemnification under these provisions. The rights of indemnification hereby provided shall not be exclusive of or affect other rights to which any officer may be entitled. As used in this paragraph, the term "officer" includes their respective heirs, executors and administrators, and an "interested officer" is one against whom as such the proceeding in question or another proceeding on the same or similar grounds is then pending. Like indemnification of employees and other agents of the Association ~ay be provided by the Association to whatever extent shall be authorized by the Board of Directors before or after the occurrence of any event as to or in consequence of which indemnification may be sought.
Any indemnification to which a person is entitled under these provisions may be provided although the person to be indemnified is not longer an officer, employee or agent of the Association.
ARTICLE XI - BYLAW AMENDMENTS
These Bylaws may be amended by a vote of at least two-thirds of those Voting Members present and voting at any meeting of the Association provided the subject matter of such amendment has been included in the notice of the meeting.