MMSA Constitution

CONSTITUTION - MINNESOTA MIDDLE SCHOOL ASSOCIATION

ARTICLE I – NAME

The name of this association shall be Minnesota Middle School Association.

ARTICLE II – PURPOSE AND GOALS

The purpose of this non-profit Association shall be to lead middle level educators, both professional and paraprofessional, students, parents and others who are committed to promoting a developmentally appropriate education for students in grades five through nine. It is organized exclusively for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

Goals of the Association shall include:

1. To represent middle level education in the state of Minnesota.
2. To sponsor workshops, conferences and educational activities for middle level educators, both professional and paraprofessional, and parents which focus on the social, emotional, intellectual, physical and moral needs of young adolescents.
3. To provide information to people outside the organization regarding the middle level philosophy, which recognizes the uniqueness of young adolescents and the need for developmentally appropriate learning experiences.
4. To provide a support network for those involved in middle level education.
5. To recognize outstanding middle level educators in Minnesota.

ARTICLE III – MEMBERSHIP

Section 1. The membership of this Association shall be open to anyone interested in the education of the young adolescent.
Section 2. The Board of Directors shall establish the annual membership fee.
Section 3. Memberships to Minnesota Middle School Association will be available to individuals.
Section 4. No part of the assets of the organization shall inure to the benefit of, or be distributed to, its members or other private persons except to pay reasonable compensation for services rendered.

ARTICLE IV – OFFICERS

Section 1. The officers of the Association shall be a president, a president-elect, a treasurer and a secretary. These officers must have been members of the Board for two consecutive years prior to nomination.
Section 2. Nominations for officers will be made in February for the next fiscal year. Members of the Board shall put forth nominations for officers. An election will be held in April.
Section 3. The president shall serve for a term of two years. The president-elect shall be elected for a period of one year before the second year of the president’s term. The treasurer shall be elected for a period of three years. Terms of office shall be July 1 of one year to June 30 of the next year.
Section 4. The officers will be members of the Board of Directors.
Section 5. The executive committee shall consist of the elected officers of the Association, the executive director and the immediate past-president.
Section 6. Members of the executive committee who are unable to serve the elected term may be replaced by the board of directors.
Section 7. The official representative(S) to the Affiliate Leadership seminars sponsored by NMSA and the affiliate leadership sessions provided during the National Middle School Conference shall be the president, the president-elect and/or the executive director OR DESIGNEE(S).
Section 8. Each member shall have one vote.

ARTICLE V – BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of a minimum of 15 and a maximum of 24 members, including the officers. Members shall serve three-year terms but may be re-elected to serve additional terms. Gender balance, representation from all regions of the state and teacher/administrator ratios will be considered when adding new members to the Board.
Section 2. Nominations for members of the Board of Directors will be made in February. Members of the Association may put forth nominations for members of the Board of Directors. Applications to join the Board will be included in MMSA newsletters annually. A committee appointed by the Board will screen nominees. Selection will be determined in April.
Section 3. The Board of Directors shall develop a process to select an executive director for a term of three years. Based upon recommendation from the Board of Directors, the executive director may be re-appointed to serve additional terms.
Section 4. Each member shall have one vote.
Section 5. The executive director is a voting member of the Board of Directors.
Section 6. A simple majority of the Board of Directors shall constitute a quorum.
Section 7. A member of the Board of Directors may be removed for cause pursuant to procedures established by the executive director.

ARTICLE VI – ASSOCIATION MEETINGS

Section 1. Five meetings of the Board of Directors will be held annually, one to recognize service.
Section 2. There will be one general membership meeting held annually.

ARTICLE VII – COMMITTEES

Section 1. All members of the Board of Directors shall serve on AT LEAST one of the standing committees [Communications, Long Range Planning, Power and Influence, Outreach and Conference.]that have been established and designated from time to time by the Board of Directors.Each committee chairperson will report progress/concerns to the Board of Directors.
Section 2. The Board of Directors will establish ad hoc committees as needed.

ARTICLE VIII – PARLIAMENTARY AUTHORITY

The rules contained in the latest edition of Robert’s Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with this constitution and any by-laws or special rules of order the Association may adopt.

ARTICLE IX – AMENDMENT OF CONSTITUTION

This constitution can be amended at any regular meeting of the Association or by a mail vote with 30 days prior notice. Two-thirds of the returned vote must approve the amendment.

ARTICLE X – DISSOLUTION

Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all the assets of the Association to such organization or organizations operated exclusively for educational purposes and are exempt under the codes of Internal Revenue Service. Any assets not so disposed of shall be disposed of by the Court of Common Pleas in the country in which the principle office of the Association is then located. The jurisdiction of the court shall prevail in the disposition of the assets of the Association, with the guidance of the Board of Directors.

ARTICLE XI – BY-LAWS

Such by-laws as may be deemed appropriate for the functioning of the Association may be adopted by a simple majority vote.

Legislative or Political Activities: the Board of Directors will seek opportunities to provide input to the legislature
and Department of Education to ensure that decision-makers understand that students in the middle grades must have developmentally appropriate education and must be taught by teachers who have specialized middle level licensure. The Association may choose to support political candidates who are strong advocates for middle leveleducation and young adolescents.

Operations Limitations: The Association shall not become involved in any activity which would jeopardize its exempt status from Federal Income Tax or jeopardize contributions which are deductible under the Internal Revenue Code.

ARTICLE XII – INDEMNIFICATION

Section 1. To the fullest extent permitted by applicable law, the Association shall indemnify each person who, by reason of being or having been a Board member, officer or employee of the Association, is named or otherwise becomes or is threatened to be made a party to any action, suit, investigation or other proceeding, whether civil, criminal, administrative or otherwise in nature  against any and all costs and expenses, including attorney fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements, actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding, or any claim or other matter herein, including any settlements thereof or any appeals therein, with respect to which such person is named, otherwise becomes or is threatened to be made a party by reason of being or at any time having been a Board member, officer, or employee of the Association, or by being or at any time having been, at the direction or request of the Association, a Board member or officer of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employeebenefit plan.
Section 2. By action of the Board of Directors, the Association may indemnify any other person subject to the same terms, conditions and limitations set forth in Section 1 of this Article.

ARTICLE XIII – CONDITIONS OF CONSTITUTION

This constitution supercedes any and all previous constitutions and takes effect immediately following a ratification vote.

September, 2006