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Article I- NAME
The name of the corporation is Maine Association of Student Financia1 Aid Administrators, (hereinafter referred to as the "corporation".)
Article II - PURPOSES
The purposes of the corporation are to associate and cooperate with all interested in the process of student financial aid in order to improve the effectiveness of Financial Aid Programs in the State of Maine; to provide an opportunity for members to compare notes and procedures on the daily operation of their Financial Aid Programs; to promote standards of professional preparation for, and the appointment, effectiveness, recognition and association of student Financial Aid administrators and institutions of post-secondary education; to receive and administer any grants made to it by any governmental agency and to receive monies from any source or sources outright, in trust, or otherwise, by gift, devise, bequest, or otherwise, and hold cash, securities and real and personal property to the extent from time to time authorized by law, to retain, buy, sell, mortgage, pledge, invest, and reinvest its assets in any stock, shares, obligations, or real or personal property within or without the State of Maine, provided that none of the corporation shall be loaned, directly or indirectly, to any member of the corporation, or any director or officer, to make contributions, each as now in force or hereafter amended. Conversely, any purpose or activity which is prohibited under said Section 201 and 202, or under Section 501 of said Code shall be deemed to be invalid or unauthorized.
Article III - PROHIBITED ACTIVITIES
The corporation shall not conduct activities of any kind or nature that are not permitted under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
No part of the net earnings of the corporation shall insure to the benefit of, or be distributable to the members, directors or officers of the Corporation, except that the corporation shall have the authority to pay reasonable compensation for services actually rendered to or for the corporation. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in political campaign on behalf of or in opposition to, any candidate for public office. Notwithstanding any other provision of these By-laws or of the Articles of Incorporation of the corporation, or any provision of the State of Maine governing or pertaining to the corporation, the corporation shall not engage in or carry on any activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of a future Federal Income Tax Law and exempt from taxation under Section 501(a) of the Internal Revenue Code of 1954 (or the corresponding provision of any future income, tax law).
Article IV - OFFICE
The principal offices of the corporation shall be located in the State of Maine, at such place as the Board of Directors shall from time to time designate. The corporation may maintain additional offices at other places as the Board of Directors chooses to designate.
Article V - MEMBERSHIP
A. Membership:
1. Membership is reserved for Regular members only. Regular members are defined as those individuals engaged in the actual administration of student financial aid at institutions of post-secondary education in the State of Maine, whose dues are paid for that year.
Each regular member shall be entitled to one vote on all matters pertaining to the corporation.
B. Resignation: Any member of the corporation may resign at any time by delivering a written resignation to the corporation, such resignation is effective upon its receipt by the president or the Executive Board.
C. Term: The term of membership shall be indefinite.
D. Meetings: Meetings of the members may be held within or without the State of Maine.
E. Annual Meeting: The annual meeting of the members of the corporation for the election of directors and transaction of other business shall be held in June on the date and time specified in the notice of the meeting.
F. Special Meeting: Special meetings of the members may be called by the president, secretary, Board of Directors or by four of the members.
G. Notice: Written notice stating the place, day, hours of a special meeting, and the purpose or which the meeting is called shall be mailed to each member not less than 14 days prior to any meeting, In the alternative, each member may be notified through electronic means (telephone, fax or email) by the president, secretary or a member of the Board of Directors, within 7 days of the meeting. No notice shall be required for annual or regular meetings.
H. Quorum: 51% of the members actually present or voting by proxy shall constitute a quorum.
I. Vote: All matters shall be decided by the vote of a majority of members present at the meeting, at which a quorum is present.
J. Proxies: Members may vote in person, or by proxy executed in writing, fax, email or through a secure website by the absent member. No proxy shall be valid for a period greater than 13 months, unless the proxy specifies otherwise.
Article VI - BOARD OF DIRECTORS
A. General Powers: Number: Tenure: The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all powers of the corporation and perform all lawful acts and things which are not by law, the Articles of Incorporation, or these By-Laws directed or required to be exercised or performed by or are conferred upon or reserved to the members. The number of directors shall be nine, unless increased or decreased pursuant to the following provisions, but shall never be less than three. A majority of the entire Board of Directors may, at any time, increase or decrease the number of directors of the corporation as set forth in the Articles of Incorporation, subject to the foregoing limitation. The tenure of the office of a director shall not be affected by any decrease in the number of directors so made by the board.
The Board of Directors shall be comprised of:
1. Past President.
2. President.
3. President Elect.
4. Secretary.
5. Treasurer.
6. EASFAA Representative.
The above shall be elected at the annual meeting of the membership with the exception of the EASFAA Representative who shall be elected bi-annually at the fall conference.
In addition to the above, there shall be three at large members appointed by the president.
Each director shall hold office until the next succeeding annual meeting or until his/her successor is elected and shall qualify. Membership in the corporation is a prerequisite for all candidates for office and/or Board of Directors.
B. Nonvoting Directors: Committee chairs shall be additional, nonvoting members of the Board of Directors.
C. Vacancies: Any vacancy occurring in the Board of Directors for any reason other than an increase in the number of directors, shall be filled as follows:
1. Past president - shall not be filled.
2. President - president elect assumes office.
3. President elect - general election of the membership.
4. Secretary, Treasurer and EASFAA Representative - nominated by president and confirmed by the Board.
5. Three at large positions - appointed by the president.
6. Committee chairs - appointed by the president.
D. Removal: Resignation: A director shall be removed exclusively by the procedure hereinafter provided. Before any director may be removed, written charges specifying the alleged sufficient cause which is detrimental to the best interest of the corporation shall be filed with the secretary and a copy thereof shall be served on the director charged, and he/she shall be given the opportunity, at a meeting of the members1 to be heard on the subject of the charges. At any meeting of the members, duly called and at which there is a quorum, the affirmative vote of two-thirds of all members shall be necessary to effect such removal. Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the corporation. Unless otherwise specified in such written notice, the resignation shall be effective upon delivery to the Board of Directors or the designated officer.
E. Place of Meetings: The Board of Directors may hold meetings, annual, regular or special, either within or without the State of Maine.
F. Annual Meeting: The annual meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of the members, and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present.
G. Regular Meetings: Additional regular meetings of the Board of Directors may be held, at such time and place as may be determined by the Board of Directors, without further notice.
H. Special Meetings: Special Meetings of the Board of Directors may be called by the president or by two or more directors on seven days notice to each director, if such notice is delivered personally, by telephone, by fax or email or on fourteen days notice if sent by mail.
I. Quorum: Adjournments: At all meetings of the Board of Directors, a majority of the number of directors then in office actually present, shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be specifically provided by law or the Articles of Incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting, until a quorum shall be present.
J. Action by Consent: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all members of the Board of Directors and such written consent is filed with the minutes of the proceedings of the Board.
K. Meetings by Telephone: The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at such meeting.
Article VII - COMMITTEES
The Board of Directors by resolution adopted by a majority of the Board may appoint such committees it deems necessary. Such committees shall have and may exercise all rights, powers and authority granted to them by the Board of Directors, however, any actions of such committees must be reported to and approved by the Board.
Article VIII - NOTICES
A. Form: Delivery: Whenever, under the provisions of law, the Articles of Incorporation or these By-Laws, notice is required to be given to any director or member, such notice may be given in writing, by mail, addressed to such director or member, at his/her post office address as it appears on the records of the corporation. Such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice may also be given personally, or by telephone or fax or email.
B. Waiver: Whenever any notice is required to be given under the provisions of law, the articles of Incorporation or these By-Laws, a written waiver thereof, signed by the person or persons entitled to said notice and filed with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the, equivalent to such notice. In addition, any member who attends a meeting of the members in person, or is represented at such meeting by proxy, without protesting at the commencement of the meeting the lack of notice thereof to him/her, or any director who attends a meeting of the Board of Directors, or any member of a committee who attends a committee meeting, without protesting at the commencement of the meeting, such lack to notice, shall be conclusively deemed to have waived notice of such meeting.
Article IX - OFFICERS
A. Term of Office: Removal: Membership at the annual meeting shall choose a president, president elect, secretary and treasurer. Membership shall choose an EASFAA representative bi-annually at the fall conference. The officers of the corporation shall hold office for a one-year term or until their successors are chosen and shall qualify. The Treasurer, the Secretary and the EASFAA representative shall be elected for two-year terms. Secretary and Treasurer shall be limited to two successive terms. The Secretary and the Treasurer shall be elected in alternating years.
Any officer elected by the membership may be removed at any time by the affirmative Vote of a majority of the directors then in office, when, in their judgment, the best interests of the corporation will be served thereby. Such removal shall not prejudice the contract rights, if any, of the person so removed.
B. The President: The president shall be the chief executive officer of the corporation, and shall have general charge of the business, affairs, and property of the corporation and general supervision over its other officers and agents. He/she shall perform all duties incident to the office of president and shall see that all resolutions of the Board of Directors are carried into effect. The president shall use his/her own discretion in determining the activities that will further the purposes of the corporation. He/she shall preside at all meetings of the Board of Directors, and his/her supervision over the affairs of the corporation shall be subject to the review of the Board of Directors, which may, by majority vote, overrule his/her decision The president shall also submit an annual report of the operation of the corporation to the Board of Directors at its annual meeting.
C. The President-Elect: The vice-president(s), if any, shall in the absence of the president, or in the event of his/her disability, perform the duties and exercise the powers of the president, and shall generally assist the president and perform such other duties as from time may be assigned by the president the Board of Directors.
D. The Secretary: The secretary shall give, or cause to be given, notice of special meetings of members, the Board of Directors. He/she shall keep a record of the membership of the corporation, and shall keep the minutes of the meetings of the members, and the Board of Directors. He/she shall send copies of the minutes of all meetings to the Board of Directors and shall also see that the books, reports, statements, and all other documents required by law are properly kept and filed. He/she shall perform such other duties as may be assigned to him/her from time-to-time by the president or the Board of Directors.
E. The Treasurer: The treasurer shall have the custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the corporation, working in close cooperation with the president, as may be ordered by the Board of Directors, taking proper vouchers for such disbursement and shall render to the chairperson of the board, the president of the Board of Directors, whenever they may require it, an account of all his/her transactions as treasurer and of the financial conditions of the corporation.
F. The EASFAA Representative: The EASFAA representative shall represent MASFAA on the EASFAA Executive Council and serve as liaison between the two organizations.
G. Resignations: Any officer may resign at any time by delivering a written resignation to the Board of Directors, the president or the secretary of the corporation. Such resignation shall be effective upon delivery.
Article X - CORPORATE FINANCES
A. Deposit of Funds: All funds of the corporation not otherwise employed shall be deposited in such banks or trust companies as the Board of Directors may from time to time determine.
B. Checks, Etc.: All checks, drafts, notes and evidence of indebtedness of the corporation shall be signed by the president or such other officer or officers of the corporation as the Board of Directors from time to time may determine. All checks over one thousand, five hundred dollars ($1500.00) shall be signed by the President and another designated officer.
C. The directors may determine any membership fees or other assessments imposed upon members of the corporation.
Article XI- COMPENSATION, CONTRACTS
A. Compensation: Any member, director or officer of the corporation is authorized to receive reasonable compensation from the corporation for services rendered to the corporation, when authorized by the Board of Directors. No member or director of the corporation may receive compensation merely for acting as a member or director.
B. Contracts with Members, Directors and Officers: No member, director, or officer of the corporation shall be interested, directly or indirectly in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, unless such contract shall be authorized by the Board of Directors and unless the fact of such interest shall have been disclosed or known to the Board of Directors at the meeting at which such contract is so authorized.
Article XII - CORPORATE SEAL
A. Corporate Seal: The corporate seal of the corporation shall be circular in form and shall bear the words and figures Maine Association of Student Financial Aid Administrators. The form of such seal shall be subject to alteration by the Board of Directors.
Article XIII -- FISCAL YEAR
A. Fiscal Year: The fiscal year of the corporation shall be from January 1 to December 31 of each year.
Article XIV - AMENDMENTS
A. Amendments: The Board of Directors shall have the power to make, alter, and repeal these By-Laws, and to adopt new by-Laws, by an affirmative vote of a majority of the entire Board of Directors provided that such notice of the proposal to make, alter or repeal these By-Laws, or to adopt new By-Laws, was included in the notice of the meeting of the Board of Directors at which such action takes place.
Amendments to the Articles of Incorporation shall be made in the following manner: The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a meeting of the members. Notice, as hereinabove described, shall be given to all members, setting forth the proposed amendment or a summary of the proposed changes. The proposed amendment shall be adopted upon receiving the affirmative vote of at least 2/3 of the votes entitled to be cast by members present or represented by proxy at such meeting.
Updated: 1/1/08
Keith Bourgault, Communications Chair
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