Constitution
of the
Massachusetts Association for
Gifted Education

Article I - Name

The name of this Association shall be the Massachusetts Association for Gifted Education, Inc.

Article II - Purposes

The purposes of this Association shall be to encourage, assist and to initiate efforts so that every Massachusetts person shall have an opportunity to be educated fully commensurate with his/her ability or talent without restriction so that each person in the Commonwealth may have opportunity to be as fully developed as possible by availability of educational programs beyond those regularly provided. Of particular concern to this Association are those individuals who demonstrate special talents, gifts and/or aptitudes.

Article III - Membership, Dues and Assessments

A. Individual Memberships. Any individual may become a member of this Association upon (a) requesting to become a member and (b) paying the annual dues as established by the Board of Directors.
B. Institutional Membership, etc. Any institution, corporation, society or firm may become a member of this Association upon (a) requesting to become a member and (b) paying the annual dues as established by the Board of Directors.
C. Dues Payment. Membership shall continue so long as a member continues to pay dues and such assessments, if any, as may from time to time be made under this constitution or any amendments to it.
D. Honorary Memberships. In any case where the Board of Directors deems the best interests of the Association warrant its doing so, it may confer honorary membership upon individuals, corporations, institutions, or firms without requirement of dues or assessments being paid.
E. Other Memberships. The Board of Directors may establish other membership classifications when it is deemed to be in the best interests of the organization.

Article IV - Meetings of the Association

Sec. 1. Annual Meetings. The Annual Meeting of the Association shall be held at such place and time of day as the Directors shall determine.
Sec. 2. Special Meetings. Special Meetings of the Association, other than those required by statute, may be called at any time by a majority of the directors, by order of the President, or by request of a majority of the Association's members.
Sec. 3. Notices of Meetings. The Secretary shall, at least ten (10) days before the Annual or any Special Meeting of the Association, send a notice thereof containing a statement of the agenda of such meeting addressed to each member at his last known post office address, or however otherwise may be required by law. At any meeting at which all members are present, or of which all members not present have waived notice in writing, the giving of notice as above required may be dispensed with.
Sec. 4. Agenda at Association Meetings.
A. The agenda for all meetings of the Association shall be such as may be determined by the Board of Directors, which Board shall be responsive to members' suggestions.
B. Action shall only be taken on those matters specified in the agenda as published in the call for any meeting.
Sec. 5. Quorum. At all meetings of the Association, except where it is otherwise provided by law, the personal presence of twenty-five (25) members or one-third of the paid-up membership, whichever is less, shall constitute a quorum. If one hour after the time specified in the notice for the meeting to commence fewer than that number are present, such lesser number may vote to adjourn.
Sec. 6. Voting.
A. At all meetings all questions, the manner of deciding which is not specifically regulated by statute or otherwise provided for by this constitution, shall be determined by a majority vote of those personally present.
B. All voting shall be by show of hands unless a written ballot is requested by any person entitled to vote at any meeting.

Article V - Fiscal Year

The fiscal year of the Association shall begin on the first day of July and shall end on the thirtieth day of June.

Article VI - Directors

Sec. 1. The government of this Association shall be vested in its Board of Directors which shall consist of no more than (12) members.  Terms will be staggered, with four board members having terms expire at each successive annual meeting.  In the event vacancies exist with multiple term lengths, the highest vote recipient will be assigned the longest term, and so forth, until all terms are accounted for.  A majority of the Board members not up for re-election will resolve any tie, with the Chairman resolving any tie within the Board.  If the Association has fewer than 12 board members, the Board of Directors may appoint additional members who will have terms until the next annual meeting.  In the event an Annual Meeting does not have a quorum, Directors will continue to serve until such a meeting with quorum is held, at which time multiple Directors will be voted upon.
Sec. 2. Directors of the Association shall be elected by popular vote of all members whose dues have been paid no less than thirty (30) days prior to a scheduled election, such vote to be by written ballot cast either by mail or in person at the Annual or Special Meeting called for such purpose. All ballots shall be publicly counted by a committee appointed by the Board of Directors.
Sec. 3. At the first meeting of the Association those nine (9) people who receive the largest plurality of the members' votes cast for the office of Directors, those three members of the first Board receiving the highest vote shall each serve for three (3) years, those receiving the fourth, fifth, and sixth highest vote shall each serve for two (2) years and the remainder shall each serve for one (1) year or until successors to each are duly elected and qualified.
Sec. 4. Whenever any vacancy shall occur in the Board of Directors by death, resignation, removal, or otherwise, it shall be filled without undue delay by a majority vote of the remaining members of the Board at a meeting specially called for that purpose and the person so chosen shall hold office until the next Annual Meeting; at the next Annual Meeting after any such vacancy may occur, the members shall elect a person to complete the term of office to which the vacating director had been elected.
Sec. 5. Any one or more of the Directors may be removed from office at any time by vote of the membership either at a meeting specially called for that purpose or at the Annual Meeting provided notice of such proposed removal accompanies or is included with the notice and agenda of such meeting sent to all members as required by this constitution.
Sec. 6. The Board of Directors shall have the control and general management of the affairs of the Association, shall in all cases act as a board, may retain an auditor, legal counsel, and adopt such rules and regulations for the conduct of their meetings as are consistent with this constitution and the laws of the Commonwealth of Massachusetts.
Sec. 7. Directors' Meetings.
A. Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting of the Association and at such other times as the Board of Directors may determine.
B. Written notice of meetings (other than of the regular Annual Meeting) shall be given by service upon each Director in person, or by mailing to him at his last known post office address, at least seven (7) days before the date therein designated for such meeting specifying the time, place, and business to be considered.
C. Special meetings of the Board of Directors may be called by the Chairman, the President, or the Secretary upon the written request of five (5) Directors.
D. All meetings of the Board of Directors shall be open to all members of the Association whose dues are currently paid, the intent and purposes of the so-called "open meeting" law of Massachusetts being guidelines to assure both reasonable openness to members and privacy in matters affecting reputations of persons who may be adversely affected by Board of Directors' discussion and other matters fairly comparable with statutory authorization for executive sessions of government committees, boards, etc.
E. No business other than that specified in the notice of any special meeting shall be then and there transacted except if every member of the Board of Directors shall be present and consent thereto unless such other business might have been transacted if it had been included on the agenda and, if, of an emergency nature, if it is agreeable with all of the Association's directors then and there present that such be done.
F. At any meeting of the Board of Directors, a number one more than one-half shall constitute a quorum for the transaction of business; but in the event that a quorum not being present, a less number may adjourn the meeting to some future time, not more than ten (10) days later.
G. At all meetings of the Board of Directors, each director personally present shall have one (1) vote; a majority of those present and voting shall prevail unless otherwise required by applicable statute.
Sec. 8. Chairman of the Board. The Chairman shall serve to facilitate the continuity between administrations of the Association; shall conduct any meetings at which the President or Vice-President(s) are unable to; may participate in all committee meetings; may represent the organization and/or the Board of Directors at public events; shall oversee the maintenance of the organizational archives; shall encourage the Board to explore new opportunities and alternatives for the growth and development of the organization.

Article VII - Officers

Sec. 1. Officers of this Association shall be a President, a Vice-President, a Secretary, a Treasurer, a Clerk of the Corporation, and such others as may be determined by the Board of Directors to be necessary for the proper administration of the Association's affairs.
Sec. 2. Election. All officers of the Association shall be annually elected by the Board of Directors at its first meeting after the Association's Annual Meeting, and each shall hold office for the term of one (1) year or until his or her successor is duly elected and qualified,
A. A Nominating Committee shall be appointed by the President for service beginning April 1 of each year. Membership shall consist of 5 members of the Board. The Nominating Committee will serve for a period of one year.
Sec. 3. The officers' duties and powers shall be as follows:
A. The President shall preside at all meetings of the Association; present a report of the condition of the affairs of the Association at the Association's and the Directors' Annual Meeting; cause regular and special meetings of the Association and its Board of Directors to be called in accordance with this constitution; appoint and employ all people other than directors and fellow officers whose services may be necessary to further the Association's interests, determine their remuneration and terms and conditions of their employment subject to the approval of the Board of Directors; execute and supervise the performance of all contracts and agreements in the Association's behalf which are necessary to the efficient management of its affairs; see that all records required by statute and this constitution are properly made and filed according to law; sign all documents in behalf of the Association reasonably necessary for its proper conduct; generally perform all the duties usually incident to the position and office of chief executive of eleemosynary corporations.
B. The Vice-President shall render and perform the duties and exercise the power imposed by this constitution or any statutory enactment applicable to this Association upon the President during the absence or disability of the President, and, if expediency requires, act instead of the President and, when so acting, have all the powers and be subject to all responsibilities hereby given to or imposed upon the President; shall assist the President by performing such duties as the President or the Board of Directors may require of him or her.
C. The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Association; be custodian of all Association records except financial ones; have custody of its seal and use the latter when necessary or desirable in the manner prescribed by law and subject to this constitution; perform all the duties usually incident to the office of Secretary of eleemosynary corporations.
D. The Treasurer shall have the custody of and be responsible for all funds and securities of the Association; deposit all Association funds and securities in its name in such banks, trust companies, or safe deposit vaults as the Board of Directors may from time to time designate; sign all checks and other instruments for payment of money as may be in the best interests of the Association; accept, pay out and dispose of funds under the direction of the President or the Board of Directors; exhibit his books and accounts to any other officer or director of the Association upon request at the office of the Association during regular business hours or as may otherwise be required by the Board of Directors and a full financial report at the Annual Meeting of the Association; do and perform the usual duties of the Treasurer of comparable? eleemosynary corporations; and if required by the Board of Directors, give such security for the faithful discharge of his duties as the Board may direct.
E. The Clerk shall obtain and report current information on Federal, state, and local requirements of the corporation; assist the President and Treasurer by preparing or causing to have prepared in a timely manner reports or documents required by law; recommend methods of record keeping which will facilitate the reporting process; and perform all the duties usually incident to the position and office of Clerk of Corporation of eleemosynary corporations.

Article VIII - Officer Vacancies, Removal, Compensation, Indemnification, and Conflicting Interests

Sec. 1. Vacancies in any office shall be filled by the Board of Directors without undue delay either at a regular meeting or at one specially called for that purpose.
Sec. 2. The Board of Directors may by a two-thirds vote remove any officer at any time if in the opinion of the Board that individual has not acted in the Association's best interests.
Sec. 3. The Association's officers shall receive such salary and/or allowance for expenses incurred in its interest as the Board of Directors may determine.
Sec. 4. To the extend that it may lawfully do so the officers, directors, agents and other employees of the Association may be indemnified by it against liability for acts of omission or commission done in good faith in attempts to further the Association's interests by the purpose of appropriate insurance coverage or by use of Association assets according to the sound direction of the Board of Directors.
Sec. 5. No officer, director or member of the Association shall be disqualified by reason of membership, office or directorship from dealing or contracting with it as vendor, purchaser or otherwise, nor shall any contract or other transaction of the corporation be void or voidable by reason of the fact that any of its officers, directors or members or any firm or association of which any such are members or any corporation of which any of them are stockholders, directors or officers, is in any way interested in such transaction or contract, if the fact of such interest shall have been previously disclosed or known to the Board of Directors, provided that (a) the cost, burdens and benefits to the Association of such contractor other transaction shall be fairly comparable with essentially similar services, goods or other things available to the Association through suppliers not so related to any of the Association's officers, directors or members and (b) the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum notwithstanding the presence of any such Director at the meeting at which such action is taken being counted in determining the presence of a quorum at such meeting. This article shall not be construed to invalidate or adversely affect any contract or other transaction which would otherwise be valid under the common or statutory law applicable thereto.

Article IX

Sec. 1. Seal. The seal of the Association shall be circular in share, its name inscribed around its outer circumference and within it the words "Commonwealth of Massachusetts" and "1977," the date of its incorporation.

Article X

Sec. 1. Amendments. These By-laws may be amended by vote of two-thirds of the Association membership present and voting at an Annual or Special Meeting provided that written notice shall have been given each member as provided for in these Bylaws of such proposed amendment.

Article XI

- Amendments
Sec. 1. Legislative and Political Activities. No substantial part of the activities of the corporation shall consist of attempting to influence legislation by propaganda or otherwise, or directly or indirectly participating in, or intervening in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. Amdended 2/9/78
Sec. 2. Distribution of Assets on Dissolution. Upon dissolution of the corporation, its remaining assets, if any, shall be distributed to one or more organizations organized and operated exclusively for education purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, as now in force or afterwards amended, as the directors (or trustees) of the corporation shall determine. Any such assets not so distributed shall be distributed as nay be ordered by the Probate Court of the County in which the registered office of the corporation is then located to another organization to be used in such a manner as in the judgment of such Court will best accomplish the general purposes for which the corporation was organized. Amdended 2/9/78
Sec. 3. Prohibited Activities. (a) The corporation shall not engage in any act of self-dealing as defined in section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws; (b) The corporation shall not retain any excess business holdings as defined in section 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws; (c) The corporation shall not make any investments in such manner as to subject it to tax under section A944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. Amdended 2/9/78
Sec. 4. Accumulation of Income. The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
Sec. 5. Trade or Business. The corporation shall not be operated for the primary purpose of carrying on an unrelated trade or business as defined in section 513 of the Internal Revenue Code, as now in force or afterwards amended.Amdended 2/9/78
Sec. 6. Distribution of Earnings. No part of the net earnings of the corporation shall inure to the benefit of any private individual within the meaning of section 501 (c)(3) of the Internal Revenue Code, as now in force or afterwards amended. Amdended 2/9/78
Sec. 7. Compensation. No compensation shall be paid to any member, officer, director, trustee, creator, or organizer of the corporation or substantial contributor to it except as a reasonable allowance for services actually rendered to or for the corporation. Amdended 2/9/78
Sec. 8. Public Purpose. The corporation is organized to serve public interest. Accordingly, it shall not be operated for the benefit of private interests, such as contributors to or individual members of the corporation, or persons controlled directly or indirectly by such private interests. Amdended 2/9/78
Sec. 9. Appointments to the Board of Directors. At any meeting of the Board of Directors, two-thirds of the Directors may vote to appoint up to five additional members to serve for the forthcoming year. Amdended 2/9/78
Sec. 10. In all articles of the constitution unless specifically superceded by other clauses, written notice shall be construed to include electronic mail notice for members or directors, whenever an electronic mail address is known and provided such notification is not prohibited in writing by the person being notified. Written prohibition should be delivered to the Secretary of the Association and will be effective 10 days after notice. Amended 5/6/2003

Notes:

Prior to amendment (1996) Article IV, Section 1 read:
“Sec. 1. Annual Meetings. The Annual Meeting of the Association shall be held at the principal office of the Association on the first business day of May each year, at such place and time of the day as the directors shall determine.” It was replaced in entirety as stated in the constitution.
Note from the ballot: “The effect of this amendment will allow the annual meeting to be held at a restaurant instead of an office and will not limit the date to the month of May. It will encourage more members to attend.)

”Prior to amendment (1996) Article VII, Section 2A was had a sentence reading:
“Membership shall consist of two members of the Board and three members at large.”
Note from the ballot: “The effect of this amendment will be to confine the membership of the Nominating Committee to the Board of Directors. Nominations are for the officers of the Board only.”

Prior to amendment (1996) Article XI did not have section 9.
Note from the ballot: “This amendments(sic) will provide a by-law in the Constitution for a practice that was voted three years ago by the directors to fill a need for greater statewide representation on the Board.”

Prior to amendment (May 6, 2003) references to the organization within the Constitution referred to the Massachusetts Association for the Advancement of Individual Potential.
Prior to amendment (5/6/2003), quorum in Article VI, Section 7F was set at two-thirds of the Directors. This was amended to make achievement of quorum and recruitment of Directors easier by lowering it to a number one more than one-half of the Directors. 

Amendment passed (2005).  Prior to amendment Article VI, Section 1 read as follows:

The government of this Association shall be vested in its Board of Directors which shall consist of nine (9) people, who, after the Association's third election shall serve for a period of three (3) years, or until their successors are duly elected and qualified, the Chairman of the Board being elected by the Directors from among their own number, and three (3) people who are appointed by a majority vote of a quorum of the Board of Directors. Appointments may be made from Association membership at the first Board meeting following the Annual Meeting or up to and including the October Board meeting. Appointed Board members shall serve until the first Board meeting following the Annual Meeting.

Rationale: The existing text confuses members about the period and process of election.  While indicating that the board has nine members, it permits appointment of additional members on an interim basis.  This text has previously been amended, with the purpose of expanding the board.  I seek to maintain an expanded board, but clarify that up to four members will be elected each year in most circumstances.

Sponsor: This amendment has been offered by Mark Andersen.