Home » About Us » MASC By-laws » Page 7

MASC By-laws


Composition and Vacancies

The Officers, the Immediate Past President and the Division Chairmen and the Chair of the Minority Caucus shall constitute the Board of Directors except that no employee of the Association may serve on the Board of Directors. Should a vacancy occur in the Board of Directors for any reason, the vacancy, if not otherwise filled under the provisions of these by-laws, may be filled by a two-thirds vote of the remaining Directors, such appointee to serve until the next annual meeting or until election by the respective Divisions.

Any member of the MASC Board of Directors serving on the Board of Directors for the National School Board Association (NSBA) shall continue to serve as a voting member of the MASC Board until such time as his/her term on the MASC Board expires in accordance with these by-laws. Any member of MASC serving on the NSBA Board of Directors shall serve as an ex-officio, non-voting member of the MASC Board of Directors for the duration of his/her term on the NSBA Board


Except as reserved to the members by law, the agreement of association or these by-laws, the Board of Directors shall have full authority and power to manage and conduct the business and affairs of the Association and to exercise its powers, to control the expenditure of Association funds, to authorize the borrowing of money and the pledge  of its credit by the Association, to make regulations for the conduct of affairs of the Association, to determine its general policies and to act for its interest in any way not inconsistent with the by-laws and the agreement of the Association.

Agents of Association

The Board of Directors shall have the sole right to appoint and re-appoint an Executive Director and such assistants, agents and servants as it may deem necessary or useful to the Association, and to remove them if it shall think fit, and shall prescribe their respective duties and compensation.


A majority of the members of the Board of Directors or, eight out of fifteen members, shall constitute a
quorum. Where the President deems it urgent and necessary, the Board of Directors may hold a special meeting, via conference call, provided that all members of the Board are notified at least 72 hours prior to the call, stating the time of the conference call and the purpose of the special meeting.

For the purposes of achieving a quorum, the President will permit participation by a board member or members via telephone, voiceover internet protocol (VOIP) or other means that allow for distance participation in the meeting as long as all board members are able to hear all other board member comments easily at all times.


The Board of Directors shall at the close of each fiscal year, and may at any other time, employ a qualified accountant to audit the books and accounts of the Association and shall present at the annual meeting the written report of such audits; the Board of Directors may also cause to be audited in the same manner the accounts of any agents of the Association.


The Board of Directors may create such standing or special committees as it deems wise for carrying on the activities of the Association, may delegate to them such powers as it deems wise and may discontinue any such committee.

Executive Committee

The President, the President-Elect, the Vice President, the Secretary-Treasurer, and the Immediate Past President shall constitute the Executive Committee, the function of which shall be to meet from time to time and make recommendations for action to the full Board of Directors. The President of the Association shall be the Chairman of the Executive Committee.

During the interim period between meetings of the Board of Directors, the Executive Committee may take such actions on behalf of the Board as it deems prudent on matters that require immediate action and shall report such action immediately to the full membership of the Board of Directors.