ARTICLES OF
INCORPORATION
FOR THE
MINNESOTA ASSOCIATION
OF SCHOOL ADMINISTRATORS
The undersigned for the purpose of forming a corporation under and
pursuant to the provisions of Chapter 317 Minnesota Statutes Annotated, known
as the Minnesota Nonprofit Corporation Act, do hereby associate ourselves
together as a body corporate and adopt the following Articles of Incorporation.
ARTICLE I
NAME
The name of this corporation shall be MINNESOTA ASSOCIATION OF SCHOOL
ADMINISTRATORS.
ARTICLE II
MISSION
As advocates for children, MASA's educational leaders will establish the statewide agenda for children,
serve as the preeminent voice for public education, and empower members through
quality services and support.
ARTICLE III
STOCK
This corporation shall have no capital stock.
ARTICLE IV
MEMBERSHIP
Section 1. ACTIVE MEMBERSHIP: (Voting)
A. Active
Membership: An active
member of MASA can be any person who is a superintendent or central office
administrator, in a public, private or parochial school system or regional,
cooperative, or state agency.
B. Service
Membership: A service
member of MASA is any instructor
or administrator in a post secondary institution or any staff person in the Minnesota
Department of Education. Service
members receive all the benefits and services of active membership.
C.
All active
or service members shall be eligible for any MASA award or recognition except
where the criteria are controlled by some other group or organization.
Articles of Incorporation
for the Minnesota Association of School Administrators
Page Two
Section 2. ASSOCIATE MEMBERSHIP: (Non-Voting)
A. Business
Partner Membership: Any
business organization, governmental agency, library or other institution
wishing to support MASA may become a business partner member.
B. Student Membership: A student member of MASA is any
person who is a full time graduate student enrolled in an educational
administration program and is not eligible for active membership.
C. Persons on
Leave Membership: A
person on leave member is any member who is on professional leave from a
full-time administrative position.
D. Subscription
Only Membership: A
subscription only member is any individual or organization wishing to receive
the MASA newsletter.
E. Retired
Membership: A retired
member of MASA is any active member who retires from their full-time
administrative position.
F. Honorary
Membership: All active
members who retire from full-time administrative positions are considered
honorary members and are invited to attend all MASA sponsored conferences at no
registration fee except for food and lodging.
Section 3. Membership
shall be contingent upon approval by the Board of Directors and payment of fees
according to the existing schedule, and the revocation or suspension of
membership shall follow the procedure as prescribed in the Bylaws. Membership year is from July 1 to June
30.
Section 4. Each
active member in good standing shall have one vote which may be cast in person
or by ballot.
Section 5. Business
partner, student, persons on leave, subscription only, retired and honorary
members shall be entitled to all rights and privileges of the Association as
determined by the Executive Committee, except the right to vote and hold
elective office.
Section 6. Directors
may be elected by as provided in the Bylaws.
Articles of Incorporation
for the Minnesota Association of School Administrators
Page Three
ARTICLE
V
No pecuniary gain, incidentally or otherwise, shall be realized by the
members of this corporation.
ARTICLE VI
The corporate existence of this corporation shall be perpetual.
BYLAWS
OF THE
MINNESOTA
ASSOCIATION OF SCHOOL ADMINISTRATORS
ARTICLE I
OFFICES
The registered office of this corporation shall be in St. Paul,
Minnesota 55108, and the corporation may have offices at such other places as
the Board of Directors shall from time to time determine.
ARTICLE II
MEETINGS OF
MEMBERS
1. Annual
meeting - There shall be an annual meeting of the members to be held at
such time and place as fixed by the Board of Directors. Notice of the time and place of such
annual meeting shall be mailed out to each member not less than five days
before such meeting, together with a summary of any committee report to be
acted upon at such meeting.
2. General
meeting - A meeting of the membership shall be called by the Board of
Directors to conduct general business of the corporation.
3. Special
meetings - Special meetings of the members may be called by the President
or by the Board of Directors or by fifty (50) members representing at least ten
(10) different school districts or other allied organizations. In all such cases notice of such
special meetings shall be mailed to the members not less than five days nor
more than thirty days prior to said meeting stating the time, place and the
express purpose of said special meeting.
4. Other
meetings - Meetings may be held by members of a component group, region,
district, school district, city or other practical organizational group within
the State of Minnesota for the purposes of carrying on the mission of this corporation. Such organizational groups may have pro
tempore officers for the convenience of calling meeting, and furthering its
activities and the business of this corporation.
5. Quorum
- A quorum for meetings of the members shall be 50 members present in person or
by mail ballot or members from at least ten different school districts or other
allied organizations present in person.
6. Voting -
a. Each
active member shall have one vote which may be cast in person or by mail
ballot. There shall be no voting
by proxy.
Bylaws
for the Minnesota Association of School Administrators
Page Two
b. There
shall be no cumulative voting as such; however, directors shall be elected by
component groups or regions as hereinafter provided.
ARTICLE III
ORGANIZATION
1. State
Association - MASA shall be a statewide association, incorporated in the
State of Minnesota, with membership as prescribed in these bylaws, and shall be
governed as provided in these bylaws.
2. Regions
a. MASA
shall be divided into nine (9) regions, the geographic boundaries to coincide
with the Cooperative Service Unit boundaries.
b. The
bylaws of each region shall be consistent with the MASA bylaws.
c. Each
region shall have a leadership team which will include the MASA Board of
Director Superintendent Component Group Representative. The elected region officers as provided
in the region's bylaws. Region
elections may be conducted by mail or some other non-meeting method as
determined by the region's leadership team.
d. The
functions of each region shall be to foster communications and to promote
within the region the mission of
MASA as stated in the MASA Articles of Incorporation.
3. Component
Groups
a. MASA
shall be divided into five component groups:
1. Superintendents
2. Central
Office Administrators
3. Special
Education Administrators
4. Service
Provider Organization Instructors or Administrators
5. Curriculum
Administrators
b. Each
MASA member may select a component group consistent with current or anticipated
professional responsibilities.
Bylaws
for the Minnesota Association of School Administrators
Page Three
c.
New component
groups may be approved by the Board of Directors upon petition of twenty-one
(21) or more active or service members desiring to affiliate with the proposed
component group.
d. The
bylaws of component groups shall be consistent with MASA bylaws.
e. The
functions of each component group shall be to foster communication and to
promote within the group the mission of
MASA as stated in the MASA Articles of Incorporation.
4. Other
Groups
a. An
at-large group shall be permitted for those members choosing no component
group. The at-large group shall
not have component group status.
b. A
retirees group shall be permitted.
It shall not have component group status but shall be represented on the
Board of Directors as prescribed in these bylaws.
ARTICLE IV
BOARD OF
DIRECTORS
1. Board
of Directors - The governing body of this corporation shall be known as the
Board of Directors and shall consist
of the following representatives:
a. The
President, President-Elect, the Immediate Past President, and the Treasurer of
the corporation, and
b.
Representatives
will be nominated and selected from, and by, the following affiliated component
groups:
d.
One elected
representative of the Superintendent Component Group of each greater Minnesota
region. (Regions 1-8)
e.
Three elected
representatives of the Superintendent Component Group of Region 9.
f.
One elected
representative of the Special Education Administrators Component Group from
greater Minnesota.
Bylaws
for the Minnesota Association of
School Administrators
Page Four
2. Terms of Office
a. The
Directors shall serve three-year terms with approximately one-third expiring
annually. A director is limited to serve no more than two full terms
consecutively.
b. A
random procedure shall be developed for the initial terms of office under these
bylaws so that approximately one-third of the Directors have one year terms,
one-third have two year terms, and one-third have three year terms. In so far as possible, this procedure
shall take into consideration term balance within and among component groups
and regions.
3. Assumption
of Office - Directors shall take office on July 1
immediately following their election.
4. Vacancies -
Vacancies on the Board of Directors shall be filled in the same manner
as their original election to fill the unexpired term.
5. Meetings
and Quorum - The Board of Directors shall meet at
least on two (2) separate occasions each fiscal year and at such other times as
necessary. A meeting of the Board
of Directors may be called by the President or by any two (2) of the
directors. At least a five-day
notice shall be given for any meeting of the Board of Directors. Any action that could be taken at a
meeting of the Board of Directors may be taken without a meeting when
authorized in writing by all of the directors. A quorum for the transaction of business shall be a majority
of the seated directors.
6. Executive
Director - The Executive Director shall be an ex-officio non-voting member
of the Board of Directors, and serve as secretary of the Board of Directors.
7. Powers
- The Board of Directors, as the governing body of this corporation shall have
these powers:
a. Employ
an Executive Director; including the setting of the terms and conditions of
employment; determination of duties and annual contract review;
b. Establish
standing committees, confirm the President-Elect's appointments thereto, receive and formally act upon committee reports;
c. Establish
ad hoc committees, confirm presidential appointments thereto; receive and
formally act upon committee reports;
d. Approve
an annual budget;
e. Recommend
educational policies of the corporation to the general membership for its
formal action;
Bylaws
for the Minnesota Association of School Administrators
Page Five
f. Adopt
an annual formal legislative platform of the corporation and amend as necessary. The President or President’s designee
may alter adopted positions in an emergency case if advanced, unanimous
approval of the officers of the corporation is obtained;
g. Establish
the annual meeting date of the corporation and call special meetings, as
appropriate or required;
h. Establish a membership dues structure;
i. Receive
proposed bylaws and forward same to the general membership with
recommendations;
j. Approve
payment of bills; and
k. Carry
out other corporation duties as may be required.
ARTICLE V
OFFICERS
1. The
officers of this corporation shall be:
a. President
b. President-Elect
c. Immediate Past
President
d. Treasurer
all
of whom shall be active members of this corporation. Vacancies in any office may be filled by the Board of
Directors until the next scheduled election. If the position of President becomes vacant, the
President-Elect shall automatically become President and the Board of Directors
shall fill the office of President-Elect until the next scheduled election.
2. The
President-Elect shall be elected by the active members each year for a term of
one year. The President shall
serve as President for a one-year term immediately following his or her term as President-Elect and as Past
President for a one-year term immediately following his or her term as
President.
3. Members
eligible to be a candidate for President-elect will annually alternate between
Greater Minnesota (regions 1-8) and the Metro area (region 9).
4. The
Treasurer shall be elected by the active members for a three-year term. (This term begins July 1, 1984.)
Bylaws
for the Minnesota Association of School Administrators
Page Six
5. The
nominating and election procedure shall be established by the Executive
Director with approval by the Executive Committee.
6. The
candidates for elective office shall be nominated, elected by mail ballot, a, nd
shall assume duties on the July 1 immediately following election.
ARTICLE VI
MEMBERSHIP
1. Any
member of this corporation may be suspended or expelled from membership or have
membership canceled by a majority vote of the active members of their
constituent region after such member
has had an opportunity for a hearing.
If in their judgment such person is guilty of conduct unbecoming members
of the profession or for violation of current Minnesota Code of Ethics for
School Administrators (MN 3512.5200), suspension
or expulsion may result.
All
cases of suspension, expulsion, or cancellation of membership shall be reviewed
by the Board of Directors, which shall make the final decision. A two-thirds vote of the Board of
Directors shall be necessary for expulsion.
2. The
membership year of the corporation in the form of the payment of dues shall be
from July 1 to June 30.
3. Dues
shall be payable by each member according to the structure established by the
Board of Directors. Such dues
shall be paid directly to the offices of this corporation.
ARTICLE VII
EXECUTIVE
DIRECTOR
1. The
Board of Directors shall employ an Executive Director to conduct such business
and perform such duties as determined and outlined by the Board of Directors.
2. The
Board of Directors shall fix the salary and expenses of the Executive Director
and shall review the Executive Director’s duties annually.
Bylaws
for the Minnesota Association of School Administrators
Page Seven
ARTICLE VIII
COMMITTEES
1. Standing
committees shall be established by the Board of Directors or by a majority vote
of the membership present at the annual meeting or special meeting called for
that purpose. The President-Elect
is empowered to appoint members and assign the chairpersons of the committees
subject to approval by the Board of Directors or by a majority of the members
present at a meeting. A
chairperson of a standing committee, unless such committee is newly instituted,
shall, when advisable, have served a previous two-year term on the committee
assigned, or shall have shown special interest in such a committee.
2. Each
standing committee shall have representation from each component group and from
each region.
3. Ad
hoc committees shall be formed by the President when it is deemed to be in the
best interests of the Association.
The Board of Directors shall approve such ad hoc committees at its
regular meetings, or approval may be by a majority vote of the membership present
at the annual meeting or special meeting called for that purpose.
4. Membership
on committees shall be for the period of time designated by the Board of
Directors and be subject to revision.
ARTICLE IX
AASA
MEMBERSHIP
1. The
Minnesota Association of School Administrators shall maintain charter
membership with the American Association of School Administrators until such
time as Board of Directors’ action shall negate such membership.
2. MASA
delegates to the AASA Delegate Assembly shall be:
a. The President
will serve as an official delegate.
b. The
additional allotted delegates and alternates are to be elected by ballot vote
of Active AASA members.
Bylaws
for the Minnesota Association of School Administrators
Page Eight
ARTICLE X
FISCAL YEAR
AND AUDIT
1. The
fiscal year of this corporation shall be July 1 to June 30. At the end of each fiscal year,
finances shall be audited by an auditing committee appointed by the Board of
Directors, or a professional auditor, as determined by the Board of Directors.
ARTICLE XI
PARLIAMENTARY
AUTHORITY
1. The
most recent published edition of "ROBERT'S RULES OF ORDER, REVISED"
shall govern in all official meetings of this corporation.
ARTICLE XII
AMENDMENTS
1. Amendments
may be proposed by either (A) a petition of fifty (50) or more members or (B) a
majority vote of the Board of Directors.
Amendments proposed by either method (A) or (B) shall be forwarded by the Board of Directors with its
recommendations to the general membership.
2. Proposed
amendments shall be submitted to the Executive Director in sufficient time to
notify the membership at least thirty (30) days prior to the annual meeting or
special meeting called for that purpose.
3. These
Bylaws may be amended by a two-thirds vote of those members present at an
annual meeting or special meeting at which a quorum is present, or by a
two-thirds majority of those members voting thereon by ballot.
Last revision: May,
1993;
April,
1996;
October,
1999;
February,
2003;
September, 2009;
June, 2010
