By-laws

MASSACHUSETTS ASSOCIATION OF REGIONAL SCHOOLS By-Laws

ARTICLE I – NAME

This organization shall be called the Massachusetts Association of Regional Schools (MARS), hereinafter referred to as the “Association.”

ARTICLE II – PURPOSE

The purpose of the Association shall be to provide for 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 issues of regional school districts and to identify and provide guidance as to the best options. The representative members of the Association shall be the school committee, superintendent, and school business officials who shall commit to working 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 clear statement of the needs of regional school districts throughout the Commonwealth and to effectively communicate these needs to all stakeholders.

2. To propose and identify legislation for enactment 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 garner support from the executive and legislative branches of state government and the Department of Elementary and Secondary Education (DESE) on the preparation of the Commonwealth’s annual operating budget. Emphasis will be placed on 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 and operation of the regional school districts.

4. To foster a partnership with the Department of Elementary and Secondary Education and affect the adoption of policies and practices consistent with the objectives of the Association and responsive to the needs of all regional school districts.

5. To foster a mutually beneficial collaborative relationship with the Massachusetts Association of School Superintendents (MASS), Massachusetts Association of School Committees (MASC), Massachusetts Association of School Business Officials (MASBO), and Massachusetts Association of Vocational Administrators (MAVA) and other stakeholders.

6. To effectively communicate the goals and objectives of the Association and regional school districts.

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 to all requirements of the Association as may be outlined in these By-Laws. 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 Officials. 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 as non-voting members, and dues may be waived.

ARTICLE V – ANNUAL DUES

Membership of a regional school district in the Association, and the conferring of active and voting membership accordingly, is conditioned on the payment of all dues and providing of a current member contact directory to the Association. The dues of the Association shall be determined by the Voting Members of the Association at its annual meeting to become effective for the fiscal year next following and payable by December 31 of that fiscal year.

ARTICLE VI – BOARD OF DIRECTORS

The Board of Directors consists of fifteen (15) voting members. The Association, at its annual meeting, shall elect eleven (11) members by a vote of those active members present and voting at the annual meeting. The Board of Directors will appoint four (4) Liaisons. All Board Members will be elected or appointed for a three-year term. Of the eleven (11) elected Directors, at least two shall be members of a regional district school committee, at least two shall be superintendents of schools, at least two shall be school business officials, and five regional school district members at large. In addition, Four (4) members will be appointed as liaisons. The Board of Directors shall appoint liaisons from Associate organizations. One Liaison each from MASC, MASS, MASBO, and MAVA.

ARTICLE VII – APPOINTMENT OF OFFICERS

The Officers of the Association shall consist of a President, Vice-President, Secretary and Treasurer. The Nominating Committee, appointed by the Board, will present names for election of officers. The officers to the Board of Directors shall be elected by a voice vote of the majority of the Board of Directors present at the meeting. The President and Vice-President shall be members of the Board of Directors. The Secretary and Treasurer may be a member of the Board.

1. President – The President shall be elected for a term of three years or until their respective successors are chosen and qualified by the Board of Directors. The President shall preside at all meetings of the Association and shall appoint, with the advice and consent of the Board of Directors,

any standing or ad-hoc committees.

2. Vice President – The Vice President shall be elected for a term of three years or until their respective successors are chosen and qualified, by the Board of Directors. The Vice-President shall act in the absence of the President as presiding officer of the Association and will perform such other duties as may be delegated or assigned by the President of the Board of Directors.

3. Secretary – The Secretary shall be elected for a term of three years or until their respective successors are chosen and qualified by the Board of Directors. The secretary shall act as defined by statute.

4. Treasurer – The Treasurer shall be appointed annually or until their respective successors are chosen and qualified by the Board of Directors. The treasurer shall act as defined by statute.

Any vacancy in any office shall be filled by a majority vote of the Board of Directors. Any officer so appointed shall serve until the next annual meeting and until their respective successors are chosen and qualified. The President shall appoint annually a Nominating Committee consisting of three (3) Board of Directors. The Nominating Committee will propose a slate of candidates to fill open positions on the Board of Directors. This slate shall be sent to the membership fifteen (15) days 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 By-Laws.

ARTICLE VIII – BOARD OF DIRECTORS

1. Composition – The Officers, Directors, and Liaisons shall constitute the Board of Directors.

2. Function – Except as reserved to the Voting Members by these By-Laws, 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, i.e., membership dues, and to act for its interests in any way inconsistent with these By-Laws.

3. Agents of Association – The Board of Directors shall have sole right to appoint and re-appoint any agents or consultants as it may deem necessary or useful to the Association and remove them if it shall think fit and shall prescribe their respective duties and compensation. The Board of Directors will appoint the Executive Director, Assistant Executive Director, and Treasurer. Contractual services for the Association may be authorized by the Executive Director or designee provided that such action shall be reported to the Board of Directors at its next meeting.

4. Quorum – A majority of the Board of Directors present at a meeting shall constitute a quorum.

5. Board of Directors Meetings – After a discussion on an item that has taken place at a Board of Directors meeting, the President may ask for input from the Association members present. Only members of the Board of Directors would take the official vote on behalf of the Association.

6. Special Meetings – The President, or a majority of the members of the Board of Directors, by petition, may require the holding of a meeting. When deemed urgent and necessary, a special

meeting of the Board of Directors may be called, providing all members are notified and informed of the date, time and location, and purpose of the meeting.

7. Audit – The Board of Directors shall, at the close of each fiscal year, shall appoint a qualified person to audit the books and accounts of the Association and shall present to the Board of Directors at a meeting on/or before December 1 in the new fiscal year. An audit will be conducted if (1) there is a change in Executive Director, and (2) there is a change in the Treasurer.

8. Committees – The Board of Directors may 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.

9. The Executive Director, Secretary, and Treasurer are responsible for filing all required State and Federal requirements.

ARTICLE IX – MEETINGS OF THE ASSOCIATION

1. Annual Meetings – The Association shall meet annually at a time and place as shall be fixed by the Board of Directors, and the Executive Director shall call such meetings, and the Secretary shall notify all Voting Members in writing at a minimum of ten days before said date.

The Voting Members shall, at each annual meeting, receive and act upon any reports of any officers and agents of the Association, conduct any other business as may be required by these By-Laws, 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 the annual meeting. Voting Members may request the placement of items on the agenda per the same procedure as 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. The Secretary shall notify all Voting Members in writing of the same. Such notification shall state the purpose of the meeting, the place, and the time.

3. Quorum – At least fifteen (15) Voting Member Districts of the Association shall constitute a quorum of the Association at all annual or general session meetings where official business will be conducted. 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, and such proposals to be acted upon by electronic mail ballot or by voting members at a subsequent meeting where a quorum is present.

4. Voting – Each regional school district that has elected to affiliate with the Association as outlined in Article IV herein shall designate a member who will vote on behalf of its District. The designation of a Voting Member by each regional school district affiliated with the Association shall conform with the following conditions: The voting member may be a school committee member, superintendent of school, assistant superintendent, or school business official.

5. 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 proceedings in which he/she may be thereafter, because of his/her acts or omissions as such officer, unless in any proceeding he/she shall be finally adjudged -the Association, provided, however, that such indemnification shall not cover liabilities in compromise payment by such officer according to a consent decree or 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 may 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. However, the person to be indemnified is no longer an officer, employee, or agent of the Association.

ARTICLE XI – BY-LAW AMENDMENTS

These By-Laws 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 meeting’s notice.

Voted: May 11, 2021