Bylaws

Revised June 2010

Article I: NAME

The name of the organization shall be the American Council on Education National Network of Women Leaders in Higher Education of Massachusetts.

Article II: MISSION AND PURPOSE

The mission of the Massachusetts ACE Network is to identify, support and advance women in all segments of Massachusetts higher education and to promote the diversity of women and their contributions in Massachusetts higher education.

To fulfill its mission, the Network supports networking for career opportunities and professional growth for women in higher education and its associated organizations, collaborates with others who promote the advancement of women in higher education at the local, regional, and national levels. The Network also has a network of Campus Liaisons who distribute information about the Massachusetts ACE NNWL to women within their institutions and organizations.

The purposes of the Network are:

to identify, develop, encourage, advance, link (IDEALS) and recognize, programs which will advance the careers of women in all areas of higher education;

to enhance communication and interaction among Massachusetts ACE National Network of Women Leaders in Higher Education participants at both public and private institutions, and between Massachusetts ACE National Network of Women Leaders in Higher Education and decision makers in other areas, in order to shape educational policies which are responsive to the contributions and needs of women;

to develop, explore, and advocate issues that concern women in higher education; and

to promote mentoring activities this will enhance the participation of women in higher education.

Article III: PARTICIPATION

Participation is open to all women employed in Massachusetts’ institutions of higher education or their associated professional organizations.

Article IV: BOARD OF DIRECTORS

Section 1: Number of Directors

The authorized number of voting directors shall be no less than five (5) no more than twenty-five (25) members. The maximum number of Board members may be expanded by amendment of the By-Laws. The Board shall make every effort to have a reasonable balance of memberships including types of institutions, areas of administration, and geographic distribution.

The Board may appoint non-voting ex-officio members on one-year renewable appointments at its discretion. Ex-officio members will not be included in the total slots of authorized voting directors.

Section 2: Nomination, Election and Term of Office of Directors

Directors shall be nominated by the Board’s Nomination Committee and elected by the Board prior to the annual strategic planning and retreat board meeting 1) to fill the seats occupied by retiring Board members, 2) to expand the Board, provided that the complete Board satisfies the minimum and maximum numbers as set forth in Section 1 above, 3) to ensure that there is geographical representation and 4) to review the status of ex-officio members. Election shall be for three-year terms. Terms of election shall be staggered so as to ensure continuity. Reelection shall also be for a three-year term. The normal period of service is two consecutive terms.

Article V: BOARD VACANCIES

Vacancies on the Board of Directors may be filled by a vote of the remaining Directors. A vacancy shall exist in the event of the death, resignation, or removal of a Director, or if the authorized number of Directors is increased. In case of a tie, the vote of the Chair of the Board will be the deciding vote.

Any Board member may resign effective on giving written notice to the Chair of the Board.

Article VI: DUTIES OF THE BOARD

The Board shall have the duty to govern the organization; establish policies and procedures; develop programs and budgets; and manage the organization’s financial affairs. Specifically, the Board shall:

formulate and approve long-range goals;

formulate and adopt policies and operating procedures;

nominate, approve, and orient new members to the Board;

adopt and monitor the operating budget based on events;

develop programs and resources necessary to achieve its goals;

represent the organization and interpret its mission;

carry out such other duties as may be established by the Bylaws or by the Board;

each member must serve on a committee or on the Executive Committee (see Article VII).

Article VII: ELECTED OFFICERS

The current Chair and the two previous Chairs shall canvass the Board and prepare a slate of officers to present to the Board. In the event the previous Chair (s) is unavailable, the Chair shall select another member (s) of the Board to assist in the preparation of a slate of candidates. Typically the Vice Chair assumes leadership of the Board. The Board shall elect officers prior to the annual strategic planning and retreat board meeting, to allow the new leadership to plan and run the meeting. The Chair and Vice-Chair shall serve two-year terms. The Chair and Vice-Chair can be reelected to a second term if supported by the Executive Committee. The Recorder, Treasurer and Communications Director shall each serve for one year unless reelected. These five elected officers of the board constitute the Executive Committee of the Board of Directors.

The outgoing Board Chair and Board members should be acknowledged at the June dinner, and the new Executive Board should be announced.

Section 1: Chair and Vice-Chair

The Chair shall be the Chief Executive Officer of the Board and shall be responsible for conducting the affairs of the Board under such powers as may be delegated to her by the Board. In addition, the Chair is responsible for maintaining Board records, and for appointing a member of the Board to update the membership directory. The Vice-Chair shall report to the Chair, shall be responsible for such matters as may be delegated to her, and shall assume the position of the Chair in her absence or if that office becomes vacant. It is anticipated that the Vice-Chair will automatically be nominated for the Chair’s position, but the final selection is dependent on the Board’s approval. The Board may choose that these positions may be Co-Chairs in any two year term.

It is the Chair’s responsibility to call regular meetings and circulate the agenda to all Board members in a timely fashion.

Section 2: Recorder

The Recorder shall keep an electronic book of minutes of all meetings and actions of the Board and shall distribute minutes to the members of the Board in a timely fashion.

Section 3: Treasurer

The Treasurer shall keep and maintain adequate and correct books and records of accounts of the properties and business transactions of the Organization, including accounts of assets, liabilities, receipts, disbursements, gains, and losses. The books shall be open to inspection by any Director. It is the responsibility of the Treasurer to arrange an annual audit in or around June of each year. The audit should be completed in a timely manner and prior to turning the records over to the new Treasurer. Revised signature cards should be completed at the annual strategic planning and retreat board meeting to provide for the new Treasurer’s ability to access the organization’s funds. The Chair’s address will be used for official state documents.

Section 4: Communications Director

The Communications Director shall maintain and develop, as requested by the Board, all communication systems specific to the organization.

Article VIII: MEETINGS

Regular meetings of the Board of Directors may be held at any location designated by the Board. Any meeting, regular or special, may be held by conference telephone or similar communication as determined by the Chair and all participating Directors shall be deemed to be present. Any action required or permitted to be taken by the Board may be taken without a meeting if a quorum of members, individually or collectively, consent to such action. Consent of all members shall have the same force and effect as a unanimous vote of the Directors at a regular meeting.

Section 1: Annual Strategic Planning and Regular Meetings

The Board of Directors shall hold an annual strategic planning and retreat board meeting on a date and time designated by the Board but no later than August 31 each year. Notice of the meeting and an agenda shall be required. Similarly, other regular meetings of the Board shall be held at such time and place as shall be fixed by the Board of Directors and shall require notification and an agenda. Any meeting, regular or special, may be held by conference telephone or similar communication as determined by the Chair. Regular attendance at all meetings is expected. Unexplained absence from two consecutive meetings will constitute an implied resignation and require the declaration of a Board vacancy. Notification of a Board member’s absence shall be given to Chair prior to the meeting.

Section 2: Notice of Meetings

All notices of the annual strategic planning and regular meetings of the Board shall be sent or given not less than five (5) days nor more than thirty (30) days before the date of the meeting. Notices shall specify the place, date and hour of the meeting and business to be addressed and/or transacted. Where practical, notice of the upcoming, academic-year annual meetings of the board will be set at the annual strategic planning and retreat board meeting.

Section 3: Special Meetings

Special meetings for any purpose or purposes may be called at any time by the Chair of the Board. There shall be a minimum of forty-eight hours’ notice given by telephone, e-mail or fax.

Section 4: Quorum

Those Directors attending the regular meeting of the Board shall constitute a quorum for the transaction of business. Every act or decision by the quorum shall be regarded as the act of the Board of Directors.

Section 5: Adjournment

A majority of the Directors present may adjourn any meeting to another time and place.

Section 6: Report of Meetings

The Executive Committee will be responsible for distributing a draft of a report of the regular meeting to the Board of Directors within thirty (30) days of the meeting.

Article IX: COMMITTEES OF THE BOARD

The Board of Directors will designate and appoint one or more standing committees as well as special ad hoc committees. The Chair of every committee shall be selected from the Board of Directors.

Section 1: Executive Committee

The Board of Directors will elect an Executive Committee which shall consist of the Chair, Vice-Chair, Recorder, Treasurer and Communications Director. Additional members may be designated with the agreement of the majority of the Board.
The Executive Committee may conduct the affairs of the Board during the intervals between regular meetings. The actions or resolutions of the Executive Committee shall be reported to the Board and are subject to ratification, revision, or rejection as the Board deems appropriate. The Chair of the Board shall preside over the Executive Committee.

Section 2: Board Nominations Committee

The Board Nominations Committee consists of Board Members only and has several functions. First, it is the responsibility of this committee to submit for Board approval a list of Campus Liaisons to support the work of the Massachusetts ACE National Network of Women Leaders in Higher Education in conformity with terms specified in Article III. The Committee may, from time to time, recommend changes in the Campus Liaison selections procedure to the Board for its approval. Second, it is the responsibility of the Board Nominations Committee, (1) to identify, nominate, and (2) to reelect Board members. .

Section 3: Finance Committee

The Board may appoint members of the Board and others to the Finance Committee. The purpose of the Finance Committee shall be to oversee the preparation of the annual budget, monitor income and expenses, and provide reports and recommendations to the Board. The Treasurer shall chair the Finance Committee.

Section 4: Program / Conference/ Dinner Committee

The Board will appoint members of the Board and others to the Program / Conference/ Dinner Committee. The purpose of the Committee shall be to develop and implement programs as recommended by the Board.

Section 5: Awards Committee

The Board will appoint members of the Board and others to the Awards Committee. The purpose of the Committee shall be to solicit nominations for the annual Massachusetts ACE National Network of Women Leaders in Higher Education Leadership Award and to recommend recipients to the Board for approval.

Section 6: Communications Committee

The Board may appoint members of the Board and others to the Communications Committee. The purpose of the Committee shall be to develop and maintain: 1) a website and newsletter; 2) Massachusetts ACE membership list; and 3) the list of the Campus Liaison.

Section 7: Special Committees

The Board may authorize the establishment of one or more special or ad hoc committees to carry out functions deemed necessary by the Board. The members of the Special Committees may include Board and non-Board members, but must be chaired by a member of the Board.

Section 8: Advisory Board

The Board may authorize the establishment of an Advisory Board consisting of distinguished leaders whose advice and counsel may be valuable to the purpose and programs of Massachusetts ACE National Network of Women Leaders in Higher Education. The duties and responsibilities of the Advisory Board may be set forth by the Board of Directors from time to time. Candidates for the Advisory Board may be nominated by any Board member, officer or member of Massachusetts ACE National Network of Women Leaders in Higher Education. All appointments to the Advisory Board must be approved by the Board of Directors.

Article X: AMENDMENTS

New Bylaws may be adopted or these Bylaws may be amended or repealed by a vote of a majority of the authorized Board of Directors present at the meeting where proposed amendments are presented.