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Bylaws

Independent Association of Framingham State Alumni

Changes approved by members at the Annual Meeting on June 6, 2015.

Changes proposed for 2022 in Italics and Bolded

ARTICLE I     NAME

The name shall be Independent Association of Framingham State Alumni (IAFSA).

ARTICLE II   PURPOSE

The general objectives for which this Independent Association is formed shall be exclusively charitable, religious, educational, and scientific within the meaning of Section 501(c)(3) of the Internal Revenue Code.  The objectives shall be effectuated through a non-profit organization dedicated to receiving and administering funds that provide scholarship and benevolent assistance while maintaining Alumni House and collaborating with Framingham State University (hereinafter referred to as the “University”) in pursuit of its mission andby fostering and strengthening a mutually helpful relationship among the alumni, the student body, and the University.

ARTICLE III  MEMBERSHIP

All graduates and recipients of advanced degrees, and/or certificate programsfrom [delete: the] Framingham State University or [Delete: including those from] Framingham State College are recognized as members of IAFSA with voting privileges and eligibility to hold office.

ARTICLE IV  CONTRIBUTIONS

All contributions donated to IAFSA will be added to the General Fund unless otherwise specified.

ARTICLE V    OFFICERS, EXECUTIVE DIRECTOR, COMMITTEE CHAIRS, EXECUTIVE BOARD

  1. The officers of IAFSA shall be President, Vice-President, Executive Director, and Treasurer.
  2. The Executive Director shall be appointed by the Executive Board and shall serve at its pleasure.  Once appointed, this individual is not subject to the general election process nor are they a voting member of the board.  If there is a vacancy, a special meeting of the Executive Board will be called immediately by the President to fill [Delete: for the purpose of filling] the position.
  3. The Committee Chairs who [Delete: to] serve on the Executive Board are those of [Delete: Chair of] Alumni House, Ellen Hyde Loan Fund, and Amelia Davis Fund for Incapacitated Alumni.
  4. The Executive Board shall consist of all officers, up to eight directors, the aforementioned chairs, an Assistant Treasurer, and the Immediate Past-President.

ARTICLE VI       MEETINGS

  1. There will be an annual IAFSA business meeting.  Notice will be given to all members.
  2. Special membership meetings of IAFSA may be called by the President [deleted , at any time] at the request of the Executive Board.  Notice will be given to all members.
  3. If a vote is taken at an IAFSA business meeting, it may consist of a show of hands either in person or via an electronic meeting system, mail-in ballots, or a secure online voting platform. 
  4. The IAFSA Executive Board shall meet at least quarterly.  Special meetings of the Executive Board may be called by the President or by the Executive Director.
  5. Individuals seeking to speak at an Executive Board meeting must submit a request to the Executive Director, in writing, stating the purposes for speaking, at least two weeks prior to the relevant meeting. This excludes special meetings.
  6. Any action required or permitted to be taken at a meeting of the Executive Board may be taken without a meeting, if Board members submit written consent (which may include emails) that are filed with the records of the meetings of the Executive Board.
  7. The Executive Director or their designee shall be responsible for all notices, minutes, and legal compliances.

ARTICLE VII      NOMINATIONS, ELECTIONS, AND INSTALLATION OF OFFICERS

  1. The names of individual candidates must be submitted in writing, [Delete: which may include emails], with their resumes or credentials to the [Delete: Nominating] Governance Committee.  The [Delete: Nominating] Governance Committee shall prepare a slate of candidates for nomination by the Executive Board. The election shall take place at the Annual Business Meeting. Nominations will not be accepted from the floor of the annual business meeting. 
  2. The following candidates shall be elected at the annual business meeting held on odd number years. (e.g., 2015, 2017, 2019 etc.)for a two-year term:
    1. President, Vice President, Treasurer, Assistant Treasurer, [Deleted: three] Directors and Chair of Alumni House.
    1. Four Alumni, including the Chair, to the Board of Trustees of the Ellen Hyde Loan Fund.
    1. Four Alumni, including the Chair, to the Board of Trustees of the Amelia Davis Fund for Incapacitated Alumni.
  3. As many as five additional Directors may be elected for four-year terms or appointed by the board as needed.
  4. The newly elected board members shall assume their duties at the first Executive Board meeting following the annual business meeting.
  5. A Framingham State Student member may be appointed for a one-year term.

ARTICLE VIII    DUTIES OF OFFICERS

1.  President

a. The President shall preside at the Annual Business Meeting of IAFSA and the Executive Board Meetings.

b. The President is an ex-officio member of all committees.

c. The President shall perform all duties pertinent to the office of the President.    

2.  Vice-President

a. In the event the President is unable to perform the duties during their[FCH1]  [Deleted: his/her] term of office for any reason, the Vice-President shall act in the President’s stead, with full authority.

b. If the President, in the course of the proceedings, should relinquish the chair to speak from the floor, the Vice-President shall act in the President’s stead.

c. The Vice-President shall [Deleted: perform all duties pertaining to the office of Vice-President] serve as the chair of the Governance Committee[JA2] .


 [FCH1]Inclusive language

 [JA2]Deleted vague duties. Added Governance Committee

(Moved Executive Director to Article IX)

3.  Treasurer

a.  The Treasurer shall [Deleted: be responsible for] ensure, [Deleted: the] review, interpret and ascertain accuracy [Deleted: upkeep and maintenance] of all financial records of IAFSA.

b.  The Treasurer shall [Deleted: have] review all financial records [Deleted: reviewed] prepared [Deleted: yearly] annually by an accountant.

c.  The Treasurer shall be responsible for determining and ensuring all necessary [Deleted: having ] tax returns are appropriately prepared and filed by the deadline date.

d.  The Treasurer shall be responsible for the preparation and maintenance of the yearly budget.

e. The Treasurer shall review financial information on a monthly basis and make recommendations to the board to ensure good financial decisions by the organization.

f.   The Treasurer shall [Deleted: perform all duties pertinent to the office of the Treasurer] serve as Co-Chair of the Finance Committee.

4. Assistant Treasurer (Moved from IX)

a.  In the event the Treasurer is unable to perform the duties during their [Delete: his/her] term of office, the Assistant Treasurer shall act in the Treasurer’s stead, with full authority.

b. The Assistant Treasurer shall [Deleted: perform all duties pertinent to the office of the Assistant Treasurer]. serve as Co-Chair of the Finance Committee.

c.    Assistant Treasurer shall sit on the Amelia Davis and Ellen Hyde Committees.

ARTICLE IX  EXECUTIVE DIRECTOR (Moved from IIX)

  1. The Executive Director serves as the executive secretary for the organization and is the liaison officer between the University and IAFSA.
  2. The Executive Director shall recommend plans of work and conduct the general business of IAFSA [Deleted: and] in conjunction with the Executive Board.
  3. The Executive Director shall be an ex-officio member of all committees.
  4. The Executive Director shall prepare an Annual Report.

5.  The Executive Director shall perform all duties pertinent to the office of the Executive Director.

ARTICLE X        DIRECTORS

The Directors shall perform all the duties pertinent to the position of Director as outlined in the Board Handbook.

ARTICLE XI       THE IMMEDIATE PAST PRESIDENT

  1. The Immediate Past President shall serve a two-year term [Deleted: automatically] on the Board following the completion of their [Delete: his/her] term as President.
  2. The Immediate Past President shall act as a consultant to the Executive Board.

ARTICLE XII      THE EXECUTIVE BOARD

  1. The Executive Board shall administer the business of IAFSA and is the same body as that referred to in the Articles of Incorporation as the Board of Trustees.
  2. The Executive Board shall have the power to fill any vacancies on the Executive Board to complete a current term.  Such appointed members shall possess all the rights and privileges of the original members.
  3. The Executive Board may require the Executive Director and Treasurer to give surety bonds for the faithful performance of their duties in such sum as the Executive Board may determine.  The cost of such bonds shall be borne by IAFSA. 
  4. The Governance Committee shall review and revise [Deleted: and approve] any changes to the bylaws. [Deleted: as needed] Such changes shall be submitted [Deleted: bring] to the Executive Board for approval, pending a vote at the next IAFSA business meeting.
  5. The Executive Board shall review and approve the budgets prepared by the Treasurer.
  6. The Executive Board may temporarily suspend these bylaws, in part or full, with a two-thirds vote of the Executive Board until the next IAFSA membership meeting.
  7. The Executive Board may appoint ad hoc committees as necessary. [Deleted: including a Nominating Committee in election years.]

ARTICLE XIII    THE HOUSE COMMITTEE

  1. The House Committee shall consist of an elected chair plus four members [Deleted: chosen by the chair.]  The chair may send one member of the said committee as a substitute to report to the Executive Board when the chair is unable to attend.
  2. The House Committee shall be responsible for the operation and maintenance of the Alumni House in conjunction with the Executive Board and Executive Director.

ARTICLE XIV    TRUSTEESHIPS

  1. The Board of Trustees of the Ellen Hyde Loan Fund shall consist of the President, Executive Director, Treasurer, Assistant Treasurer, and four elected members, one of whom shall become chair.  The Board of Trustees shall act in accordance with the established purpose of this fund.
  2. The Board of Trustees of the Amelia Davis Fund for Incapacitated Alumni shall consist of the President, Executive Director, Treasurer, Assistant Treasurer, and four elected members, one of whom shall become chair.  The Board of Trustees shall act in accordance with the established purpose of this fund.
  3. Each chair of these funds shall present an activity summary to the Executive Director to be included in the Annual Report.

ARTICLE XV DISSOLUTION OF THE CORPORATION

Upon the dissolution of the corporation, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine.  Any such assets not so disposed of shall be disposed of by the appropriate court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XVI    QUORUM1

1. Twenty-five members shall constitute a quorum of an IAFSA business meeting.

2.  A majority of the members filling positions on the Executive Board shall constitute a quorum of the Executive Board.

ARTICLE XVII   RULES OF ORDER

Robert’s Rules of Order shall guide the proceedings of this Association unless otherwise specified [Deleted: by these bylaws]. by the Executive Board

ARTICLE XVIII AMENDMENTS

These bylaws may be amended at the annual business meeting or at a special meeting of IAFSA by two-thirds of those voting by voice, hand, or ballot. [Deleted: provided] The substance of each amendment shall have been presented to the members of IAFSA prior to the meeting.  Amendments will not be taken from the floor.  Any proposed changes must be submitted to the Governance Committee in writing. All bylaws previously in force are hereby repealed.  These bylaws are in effect upon adoption.