By-Laws

By-Laws of the Middle School Parents Association of Bedford, Massachusetts

Article ONE: Name and Location

The name of the organization shall be Middle School Parents Association. The office of record for the organization shall be John Glenn Middle School, 99 McMahon Ave., Bedford, Massachusetts 01730.

Article TWO: Purpose

The purpose of the organization shall be to facilitate communication between parents and the school community and to raise and distribute funds to supplement programs and services available to Middle School students and the school community.

Article THREE: Membership

1. Membership in the Association shall be limited to parents, natural or by operation of law, and guardians of students of the John Glenn Middle School. Any such person shall not be refused membership for any reason.

2. There shall be one class of membership in the Association which shall entitle the member to full privileges.

3. Each member shall be entitled to one vote on each matter submitted to a vote of the members.

4. Membership in the Association shall be on a school year-to-year basis, except that as of May 1 in any year, parents and guardians of students in the fifth grade in the Bedford Public Schools shall be considered to be members of the Association, and shall be entitled to vote in the event of any contested election for officers and committee chairs for the upcoming school year.

Article FOUR: Meetings of Members

1. The annual meeting of the Association shall be held during the first quarter of the school year. The time and place are to be determined by the Executive Board. The secretary shall give at least seven days notice to the members.

2. A quorum shall constitute the members present at the annual meeting of the Association.

3. A majority vote will carry any matter of business except as otherwise set forth in the Articles of the Association, these by-laws, or as required by law.

4. Special meetings may be called at any time by vote of the Executive Board or by petition from not less than fifty members of the Association. The secretary shall give the members two weeks’ notice as to the time and place together with a statement as to the matters of business to be considered at said meeting.

5. The Executive Board may designate any place in the Town of Bedford as the place of meeting for any annual meeting or for any special meeting called by the Executive Board.

6. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the mail addressed to the member at the address as it appears on the records of the John Glenn Middle School, with postage thereon prepaid or sent electronically using a current enrollment roster or posted on the Middle School Parents Association website http://www.bedfordmspa.org.

Article FIVE: The Executive Board

1. The affairs of the Association shall be managed by the Executive Board.

2. The Executive Board shall consist of the president, vice president, treasurer, secretary, and the chair or designated representative of each standing committee.

3. The term of office shall be July 1 through June 30. Each officer will serve a one-year term with an option of election for a second one-year term. No person shall hold more than one position simultaneously.

4. Each member of the Executive Board shall have one vote. In the case of a shared position the vote shall be divided between the office holders.

5. A regular annual meeting of the Executive Board shall be held in the last quarter of each year, time and place to be determined by the president. Seven days’ notice shall be given by the secretary. The purpose of this meeting will include the election of officers for the following year.

6. Special meetings of the Executive Board may be called at any time by the president or by three members of the Executive Board. Seven days notice shall be given by the secretary.

7. A quorum shall constitute a majority of the Executive Board at that time.

8. A tie vote shall be construed as a negative vote.

9. The act of the majority of the quorum shall be the act of the Executive Board, unless the act of a greater number is required by law, by these by-laws, or by the Articles of the Association.

10. In the event of a vacancy in any of the elected offices through death, resignation or any other cause, the Executive Board, by a majority vote, may fill such a vacancy for the unexpired portion of the term.

11. Members of the Executive Board shall not receive any compensation for their services as members of the board. Nothing herein contained shall be construed to preclude any member of the Executive Board from serving the Association in any other capacity and receiving compensation therefore.

12. Any action required by law to be taken at a meeting of the Executive Board, or any action which may be taken at a meeting of the Executive Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board.

Article SIX: Officers

1. The officers of the Association shall be president, vice president, secretary and treasurer.

2. The president shall be the principal executive officer of the Association and shall, in general, supervise and control all of the business of the Executive Board. S/he shall preside at all meetings of the members and of the Executive Board and, in general, s/he shall perform all duties as may be prescribed by the Executive Board.

3. The vice president shall perform the duties of the president in the absence of the president or in the event of her/his inability or refusal to act, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as, from time to time, may be assigned to her/him by the president or the Executive Board.

4. The Treasurer shall have charge and custody of and be responsible for all funds of the Association. He or she shall receive and give receipts for money due and payable to the Association from any source whatsoever, and deposit all such money in the name of the Association. He or she shall sign all checks and make payments of bills and money owed by the Association. He or she shall keep a record of receipts and expenditures of the Association and report in detail on the financial condition of the Association. The Treasurer shall be a signatory of and responsible to the Executive Board for any and all bank accounts, checking accounts, certificates of deposit or other means of safeguarding or investing the funds of the Association or its related enterprises. If required by the Executive Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such a sum and with such sureties as the Executive Board shall determine. In general, the Treasurer shall perform those duties incident to the office and such other duties as may be prescribed by the Executive Board.

5. The Treasurer shall work with the Treasurer of the Bedford School Association to coordinate and file the Association’s tax returns and any other filings required to ensure compliance with federal and state regulations to maintain the Association’s 501(c)(3) status. The Treasurer shall communicate to the Executive Board, either written or orally, when such filings have been completed, and shall, if requested by a Board member, provide copies of said filings. Costs associated with such annual filing requirements, including but not limited to filing fees, shall be charged to and borne equally by the Bedford School Association Member Associations.

6. The secretary shall keep the minutes of the meetings of the members of the Executive Board. S/he shall see that notices are duly given in accordance with the Articles of the Association, these by-laws, or as required by law. The secretary shall be the custodian of all correspondence. In general, the secretary shall perform all duties incident to the office and such other duties as may be prescribed by the president or the Executive Board.

7. An officer may be removed from office as a result of failure to fulfill the duties of such office or for conduct detrimental to the best interests of the Association by an absolute two-thirds vote of the members at a meeting provided that ten business days have been given to the officer and members.

Article SEVEN: Committees
1. The standing committees of the Association shall be Dance Coordinator, DC Trip, Good Cheer, Library, Moving On, Newsletter, Directory, and such others as may from time to time be established by the Executive Board.

2. Standing committee chairs may be elected as part of the annual election. If there is no proposed chair at the time of the election, standing committees may elect their own chair. In the absence of a chair, a standing committee may designate a representative to the Board.

3. Ad hoc committees may be appointed from time to time by the Executive Board.

4. Ad hoc committee chairs shall be appointed by the president subject to the approval of the Executive Board.

Article EIGHT: Elections

1. A Nominating Committee shall be appointed by the president subject to approval by the Executive Committee no later than April 1 each year.

2. The Nominating Committee shall be made up of three members of the Executive Board and two members of the Association not currently members of the Executive Board.

3. The Nominating Committee will prepare a slate of officers and committee chairs or, in the absence of a chair, at least one committee member, to be submitted to the Executive Board no later than May 1 each year. The Committee may nominate one or more candidates for each position.

4. The slate shall be presented to the general membership, including parents and guardians of fifth grade students, as noted above in Article III, for a vote no later than June 15 of each year.

5. If there is any contested election, the vote shall be by ballot submitted to the general membership either in the Middle School Parent Association Newsletter, or by separate ballot. Distribution may be by mail, including electronically, or through their children.

Article NINE: Contracts, Checks, Deposits and Funds

1. The Executive Board may authorize any officer or officers, agent or agents of the Association, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

2. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Executive Board.

3. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositaries as the Executive Board may select.

4. The Executive Board may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.

Article TEN: Books and Records

The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members and Executive Board, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Article ELEVEN: Fiscal Year

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

Article TWELVE: Dues

1. The Executive Board may determine annual dues payable to the Association by members.

2. Dues shall be payable at any time during the year.

3. No person qualified to be a member according to Article II shall be excluded for failure to pay annual dues.

Article THIRTEEN: Notice

Whenever any notice is required by the Articles of the Association, by these by-laws, and not otherwise prescribed by law, such notice shall be sent to the members through their children or wards attending the John Glenn Middle School or shall be mailed or sent electronically using a current enrollment roster.

Article FOURTEEN: Parliamentary Authority

The current edition of The Standard Code of Parliamentary Procedure (Sturgis) governs this organization in all parliamentary situations that are not provided for in the law or bylaws, or adopted rules.

Article FIFTEEN: Amendment

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the Executive Board present at any regular meeting or any special meeting, if at least two weeks’ written notice is given to the entire membership of intention to alter, amend or repeal or to adopt new by-laws at such meeting.

ARTICLE SIXTEEN: DISSOLUTION

In the event of the dissolution of the Association, for any reason, all of the remaining funds and properties shall, after payment of necessary expenses thereof, be distributed to any non-profit, charitable or educational organization as the Executive Board may designate.

Last updated – August 30, 2008

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