Constitution+and+Bylaws+Committee


 * Constitution and Bylaws**


 * 2014 Spring - Proposed Revisions**

Bobby Franklin Mississippi College FRANKLIN@MC.EDU (He has agreed to be trained to serve as co-chair so that there is not a steep learning curve if a new chair is needed. MHB) Kim Nettleton k.nettleton@moreheadstate.edu C. Jeffery Knighton jknighton@gordonstate.edu

Gail Hughes dr.hughesgail@gmail.com ** Constitution & Bylaws Reports: ** ** Spring 2013 **

**CONSTITUTION AND BYLAWS OF THE MID-SOUTH** **EDUCATIONAL RESEARCH ASSOCIATION** **(As Amended November 4, 2010)** **CONSTITUTION** **ARTICLE I** **NAME AND MEMBERSHIP** The organization shall hereafter be known as the Mid-South Educational Research Association. Any person who supports the purposes of the Association shall be eligible for membership and shall be an active member in this organization upon payment of annual dues as provided in the bylaws. **ARTICLE II** **PURPOSES** The Mid-South Educational Research Association shall be a nonprofit incorporated educational organization whose purposes are to encourage quality educational research in the Mid-South and to promote the application of the results of quality educational research in the schools. Said corporation is organized exclusively for educational and scientific purposes; i.e., as a nonprofit educational organization whose purpose is to encourage and provide results of quality educational research in elementary and secondary schools and in institutions of higher learning, including, for such purposes, the receipt of donations and books to further educational research and the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). In the event of dissolution of the corporation, any assets remaining after paying all liabilities shall revert to and become the property of an organization which is qualified under section 501 (c) (3) of the Internal Revenue Code of 1954 amended.  **ARTICLE III**  **INCORPORATION**  The Association shall be incorporated upon provision of the laws of the State of Mississippi.  **ARTICLE IV**  **OFFICES AND TERMS OF OFFICE**  **Section 1.a.** The governing body of the Association shall consist of a President, Vice President/President-Elect, Secretary, Immediate Past President, Directors, and Executive Director, who are members of the Association. These officials shall constitute the Board of Officers and Directors of the Association (hereafter called the Board of the Association). The term of office for each elected official shall begin on the first day of the calendar year following election to the Board of the Association. b. The Directors shall consist of four members at large; one from among the representatives of local education agencies or state education agencies; one from among the representatives who are graduate students at the time of election; and one from each of the constituent states. **Section 2.a.**The Officers of the Association who serve as Vice President/President-Elect and Secretary shall be elected at the Annual Meeting of the Association to terms of one year for the Vice President/President-Elect and two years for the Secretary. The Secretary shall be elected at the Annual Meeting during even-numbered years. The Vice President/President-Elect shall succeed automatically to the office of President for a term of one year upon completion of a term as Vice President/President-Elect or upon the occurrence of a vacancy in the office of President. Each officer shall serve until a successor assumes office except for the Vice President/President-Elect who would succeed to the office of President due to a vacancy in the office. b. The Directors of the Association shall be elected for a term of two years. The Directors elected at large, the Director representing the local education agencies/state education agencies, and the Director representing the graduate students shall be elected at the Annual Meeting during odd-numbered years, and the Directors representing the states shall be elected at the Annual Meeting during even-numbered years. Each Director shall serve until a successor assumes office. c. All elective Officers and Directors will be eligible for reelection to the offices that they hold for one additional term except the Vice President/President-Elect and the graduate student, who are restricted to one term, and the Secretary, who is not restricted as to the number of terms served. d. In case a vacancy occurs in the office of Secretary or among the Directors, the successor to fill the vacancy shall be named by a majority vote of the Board of the Association. If a vacancy occurs in the office of Vice President/President-Elect, the office will be filled by election at the next Annual Meeting of the Association. Any person who is named to fill an unexpired term shall be eligible for election to the office to which the appointment is made. **Section 3.**The Immediate Past President of the Association shall be an ex officio voting member of the Board of the Association and shall serve during the term of office of the successor as President. **Section 4.**The Board shall appoint an Executive Director of the Association who will be an ex officio nonvoting member of the Board and will serve at the pleasure of the Board. **Section 5.**The Board shall appoint a Historian of the Association who will be an ex officio nonvoting member of the Board and will serve at the pleasure of the Board. **Section 6**. The President, Vice President/President-Elect, Secretary, and Immediate Past President shall constitute the Executive Committee of the Board. The Executive Director will serve as an ex officio non-voting member of the Executive Committee. **Section 6.**The Officers, Directors, and Executive Director of the Association shall be residents of the constituent states during their terms of service on the Board, except that the Directors elected at large may be residents from within or outside the constituent states. Any vacancy on the Board that occurs as a result of a failure to comply with this requirement shall be filled in the manner prescribed herein for the respective office. The Officers, Directors, and Executive Director must be members of the Association in good standing during the time that they serve in their respective positions. **ARTICLE V** **MEETINGS OF THE BOARD OF THE ASSOCIATION** The Board of the Association shall hold at least two meetings per year at sites designated by the President. One meeting shall be held for the purpose of outlining and planning activities for the Association's Annual Meeting including the program for the Association, approving the annual budget, approving changes in the constitution and bylaws, and discussing such other matters of business that need to be addressed at that time. The second meeting shall be held prior to the Annual Meeting of the Association for the purpose of finalizing program plans, acting upon proposed changes in the constitution and bylaws, and conducting such other business as the President or other members of the Board may deem necessary. **ARTICLE VI** **NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS** **Section 1.a.**A slate of nominees for Officers and Directors to be elected at the Annual Meeting of the Association will be named by a committee appointed by the President and composed of equal representation from each of the constituent states. b. Nominations for any position may be made to the committee by any active member of the Association, provided that the member secures (1) the written permission of the nominee and (2) the signatures of four other active members endorsing the nomination. The committee shall establish and announce a deadline for receiving nominations. **Section 2.**The nominating committee shall announce the nominations for all positions, direct the preparation of ballots, and conduct the election. The President will announce the results of the election at the business session of the Annual Meeting of the Association. The Immediate Past President shall serve as chair of the nominating committee. **Section 3.** The elective Officers and Directors of the Association shall be named by secret ballot of the members attending and voting at the business session of the Annual Meeting of the Association. A majority of the votes cast shall be required to elect Officers and Directors except for the Directors elected at large. A plurality of the votes cast on ballots for Directors elected at large shall be required for election. **Section 4**. Each Director representing a constituent state shall be elected by the members of the Association who are from the state represented by the respective Director. **ARTICLE VII** **MEETINGS OF THE ASSOCIATION** The Association shall hold an annual meeting at such time and place as is designated by the Board of the Association. **ARTICLE VIII** **BYLAWS** The Association may adopt such Bylaws as are necessary for its operation by a majority of the active members present and voting at any Annual Meeting of the Association. Such Bylaws shall not be in conflict with the provisions of this constitution. Bylaws or their modification may be proposed by an active member of the Board of Directors or any active member of the Association. **ARTICLE IX** **AFFILIATIONS** A state research association whose members are desirous of promoting the purpose of this Association and sharing in its work may become affiliated with this organization as provided in the Bylaws. **ARTICLE X** **AUTHORITY FOR CONDUCTING MEETINGS** **Section 1.** __Robert's Rules of Order__ shall serve as the guide to be followed in conducting all regular and special meetings of the Association and the Board of the Association. At the beginning of each session, the President will name a parliamentarian to advise on all parliamentary questions during the meeting. **Section 2.**This constitution shall go into effect immediately upon acceptance by a three-fourths majority vote of the members of the Board of the Association attending and voting at a regular Board meeting and by a three-fourths majority vote of the members attending and voting at a regular meeting of the Association. **ARTICLE XI** **AMENDMENTS** **Section 1.**This constitution may be altered, amended, or repealed and a new Constitution or portions thereof may be adopted by a vote of two-thirds of the votes cast at an Annual Meeting of the Association or by a majority of the total voting power of the Association, whichever is less, provided that notice of any proposed revision has been mailed to every member of the Association at least thirty days prior to the Annual Business Session at which the revision is to be considered. Revisions of this Constitution as provided above shall not be considered by the membership of the Association until such proposed revisions have been submitted to, reviewed by, and approved by the Board of the Association. Upon its election, in the case of conflict of interest or other special circumstances, the Board may choose to submit a proposed revision of the Constitution to the Association members without recommendation provided that the Board communicates the basis for this election to the members along with the proposed amendment. For the purpose of the review and recommendation by the Board, proposed revisions of the Constitution shall be submitted to the Board at any regular or special meeting. After review and appropriate action thereon, the Board shall forward the proposed revisions to the membership of the Association for consideration. During its review and prior to forwarding the proposed revisions with its recommendation, the Board may make such editorial revisions as are necessary and appropriate. **Section 2.**The activities of the Association shall be regulated by the Bylaws. The Bylaws of the Association may be altered, amended, or repealed and new Bylaws or portions thereof may be adopted in the same manner as prescribed for the Constitution in the above Section 1 of this Article. **BYLAWS** **ARTICLE I** **CONSTITUENT STATES OF THE ASSOCIATION** The constituent States of the Association include Alabama, Arkansas, Kentucky, Louisiana, Mississippi, and Tennessee. **ARTICLE II** **DUTIES OF THE OFFICERS AND DIRECTORS** **OF THE ASSOCIATION** **Section 1.a.**The President shall preside at all regular and special meetings of the Association and all regular and special meetings of the Board, or shall designate an individual to assume this responsibility. b. The President shall ensure the coordination of all activities of the Association through cooperative efforts with the Executive Director, shall represent the Association at all regular and special functions, shall speak for the Association at all times while serving as President, and shall prepare the annual budget. c. The President shall appoint committees of the Association as necessary to perform specific responsibilities with the chair of each committee serving as a nonvoting representative to the Board. The Chair and members of each committee must be members of the Association in good standing during the time that they serve in their respective positions. d. The President shall appoint editors for the __Proceedings__of the Annual Meeting and any periodic publications of the Association with each editor serving as a nonvoting representative to the Board. The Editors must be members of the Association in good standing during the time that they serve in their respective positions. e. The President shall conduct the selection of the recipients of the service awards that are presented at the MSERA annual meeting. f. The President shall be responsible for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the office of President. **Section 2.a.**The Vice President/President-Elect shall assist the President at all times. In the case of the resignation or incapacity of the President, the Vice President/President-Elect shall assume the office of President and complete the unexpired term. In such case, the Vice President/President-Elect shall also serve the subsequent full term as President that would have accrued by succession to the office. b. The Vice President/President-Elect shall be responsible for coordinating the preparation and dissemination of current revisions and additions to the __Operations Manual__of the Association. These materials shall be distributed at semi-annual meetings of the Board and the committee chairpersons as appropriate. c. The Vice President/President-Elect shall conduct the selection of recipients of the distinguished paper award and the outstanding dissertation/thesis award that are presented at the MSERA annual meeting. d. The Vice President/President-Elect shall be responsible for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the office of Vice President/President-Elect. **Section 3. a.**The Secretary shall conduct the correspondence for the Association, keep minutes and records for all regular and special meetings of the Association, keep minutes and records for all meetings of the Board, and supervise registration at the Association's Annual Meeting. b. The Secretary shall prepare and distribute minutes to the Board Members for any regular and special meetings within six weeks after the conclusion of each meeting. Unless there is written notice from any Board Member within four weeks after the distribution of the minutes concerning errors in the minutes, these shall become the official record of the proceedings of the meeting upon approval by the Executive Committee of the Board. c. The Secretary shall receive, record, and maintain membership applications for the current year and forward any dues received to the Executive Director to be deposited in the Association's financial account. The Secretary shall update the directory of members for the current year upon receipt of registration information from the Executive Director following hte MSERA Annual Meeting. d. The Secretary shall maintain the membership roster for the current year and the previous year and shall provide such information to any authorized users upon request. e. The Secretary shall transmit the official membership roster to the Historian upon the conclusion of the Association's business year. f. The Secretary shall be responsible for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the office of secretary. **Section 4.**The Directors elected at large shall attend all regular and special business meetings of the Board, stimulate interest in the membership of the Association and perform such responsibilities as are designated by the President. The Directors elected at large shall be responsible jointly for annually for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the office of Director at large. **Section 5.**The Directors who represent the local education agencies/state education agencies and graduate students shall attend all regular and special meetings of the Board, coordinate activities within these groups, actively solicit memberships in the Association from their respective groups, and perform such responsibilities as are designated by the President. The Directors who represent the local education agencies/state education agencies and graduate students shall be responsible jointly for annually for annually reviewing and updating as appropriate the section of the Operations Manual applicable to their respective offices.. **Section 6.**The Directors who represent the various states shall attend all regular and special meetings of the Board, solicit memberships in the Association from their states, and perform such responsibilities as are designated by the President. The Directors who represent the various states shall be responsible jointly for annually for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the office of Directors who represent the various states. **Section 7.**a. The Executive Director shall be responsible for coordinating the work of the Association and serving as advisor in all activities of the Association. b. The Executive Director shall provide liaison with other professional organizations and entities on behalf of the Association. c. The Executive Director shall maintain a current compilation of the policies and procedures approved by the Board. d. The Executive Director shall perform business and communication functions of the association as directed by the Board. e. The Executive Director, who shall be bonded, shall keep account of and report all monies received on behalf of the Association and shall write all checks as authorized by the Board. f. The Executive Director shall prepare and submit the books of the Association for an annual review to be conducted after the close of the business year on December 31 by an independent third party with appropriate financial expertise who will be recommended by the President and appointed by the MSERA Board at the Fall Board meeting. A certified statement attesting to the accuracy of the financial records for the preceding year will be presented to the Board of the Association at its first meeting of the calendar year. g. The Executive Director shall be responsible for annually for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the office of Executive Director. h. The Executive Director shall be evaluated annually by the members of the MSERA Executive Committee and other officials as may be designated by the MSERA Board using procedures approved by the Board. **Section 8**.a. The Historian shall maintain an archival repository of historical records and documents of the Association as specified by the Board in an electronic form. These records and documents shall include, but not be limited to, the minutes of all MSERA Board meetings, copies of all committee reports to the MSERA Board, annual MSERA membership records, and rosters of officers and other MSERA officials for each year. b. The Historian shall coordinate the collection of MSERA membership records with the Secretary to ensure that the records maintained on membership are accurate and complete. c. The Historian shall coordinate the creation and maintenance of archival records and documents with the entity that maintains the official archives of the Association. d. The Historian shall be responsible for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the office of Historian. **Section 9**.a. The Immediate Past President shall chair the MSERA nominating committee. b. The Immediate Past President shall be responsible for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the office of Immediate Past President. **Section 10.**a. The Executive Committee of the Board will meet on call of the President of the Association. The committee shall have general supervision of the affairs of the Association between meetings of the Board, shall make recommendations to the Board on any matters affecting the Association, shall be responsible for annually reviewing and updating as appropriate the section of the Operations Manual applicable to the Executive Committee, and shall perform such other duties as the Board may assign to the Executive Committee. b. Notice of all meetings of the Executive Committee and actions taken at these meetings shall be reported promptly to the entire membership of the Board. Actions of the Executive Committee shall be in conformity with these Bylaws and shall be subject to approval of the Board at its next meeting. **ARTICLE III** **MEMBERSHIP DUES AND OTHER FEES** The Board of Directors has the authority during any budget year to establish the annual dues and also fees effective the subsequent year. **ARTICLE IV** **REMOVAL OF MEMBERS OF THE BOARD OF DIRECTORS** **Section 1**. The absence of a Board Member from two meetings during a term of office shall constitute grounds for declaring the office vacant. In such case, the Board shall determine the reasonableness of the absences. If the Board deems that the absences are without merit, it shall declare the office vacant. In the case of an elective office except for the office of Vice President/President-Elect, the successor to fill the vacancy shall be named by a majority vote of the Board of the Association. **Section 2.**The Board of the Association may remove a member of the Board, for good cause, by a two-thirds majority vote of the Board members present and voting at a regular or special meeting of the Board. One, but not the only, good cause is the failure to perform the duties of the office held by the member of the Board. **ARTICLE V** **AFFILIATION WITH THE ASSOCIATION BY** **STATE RESEARCH ASSOCIATIONS** **Section 1.**The Association may establish affiliate relationships with state research associations in the Association's region that promote the purposes of the Association. **Section 2.**a. The Association shall act on a request for affiliation by a state research association upon the submission to the President of the Association of a petition requesting affiliation which has been approved by the membership of the state research association and a copy of the constitution and bylaws of the state research association. b. The establishment of an affiliate relationship between the Association and a state research association must be approved by a majority vote of the members of the Board of the Association attending and voting at a Board meeting and a majority vote of the members of the Association attending and voting at the Annual Meeting of the Association. **Section 3.**a. The affiliate relationship between the Association and a state research association shall have as a provision that each organization may appoint a nonvoting representative to serve on the board of its affiliate organization. The appointment of the Association's representative to an affiliated state research association shall be made by the President. The appointment of the state research association representative to the Board of the Association shall be made in the manner prescribed by the state research association. b. The Association and an affiliated state research association shall advise their members of the activities of both organizations. Each organization shall encourage membership and participation in the other organization by persons from the state served by the state research association. c. The Association and an affiliated state research association may cite their affiliation with each other where appropriate and desirable. The Association shall be identified as the senior organization because of its multistate, regional scope. d. The affiliation between the Association and a state research association shall not infringe upon the autonomy of either organization nor cause either organization to incur any responsibility for the financial obligations of the other organization. e. The affiliation between the Association and a state research association may be terminated at any time by the decision of either organization. The decision by the Association to terminate the affiliation with a state research association must be approved by a majority vote of the members of the Board attending and voting at a Board meeting and a majority vote of the members of the Association attending and voting at the Annual Meeting of the Association. f. Membership of an individual in either the Association or an affiliated state research association shall not constitute nor imply membership in the other organization. **ARTICLE VI** **ARCHIVES OF THE ASSOCIATION** **Section 1.**The Board of the Association may designate one or more educational agencies and/or institutions to serve as official archives of the Association. **Section 2.**a. The establishment of archives for the Association shall require approval by a majority vote of the members attending and voting at any regular Board meeting. b. Archives shall be established by entering into a formal agreement between the Association and an educational agency or institution that includes specifications of the materials to be placed in the archives, the operational procedures for maintaining the archives, the services to be provided for users, and other matters as determined by the Board and the agency or institution. c. Any educational agency or institution that maintains archives for the Association shall be located within the Association's region. **Section 3.**a. An educational agency or institution that maintains archives of the Association shall comply fully with the specifications in the agreement with the Association. Failure to comply with these specifications will constitute cause for termination of the agreement by the Association. b. The archives must be organized and maintained in such manner that the contents are readily identifiable, accessible, and retrievable to serve users. c. A report on the status and operation of the archives shall be made at least annually to the Board by the agency or institution that maintains archives of the Association. **Section 4.a.**The agreement between the Association and an educational agency or institution that maintains archives for the Association may be terminated by a decision of either party. b. A decision by the Board of the Association to terminate such an agreement must be approved by a majority vote of the members attending and voting at any regular Board meeting. c. Written notification of termination by either party shall be given to the other party and must include a delineation of the reason for the decision.

[|Return to MSERA home page]

[]

2011, 2012 Harry Bowman, bowmanh@comcast.net 2011, 2012 Jim Mclean, University of Alabama, jmclean@ua.edu