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BYLAWS OF MASSACHUSETTS HOME LEARNING ASSOCIATION
ARTICLE I
NAME
The Massachusetts Home Learning Association, founded in 1987, is a voluntary unincorporated organization known informally as The Association or MHLA.
ARTICLE II
PURPOSE AND MISSION
The Massachusetts Home Learning Association is an advocacy and education organization, which endorses home learning as an alternative to public or private schooling. MHLA informs and educates families, school officials, the media, elected officers, policymakers and other constituencies about the benefits, societal impacts and unique educational methods of homeschoolers. The organization does not represent any one political or religious viewpoint but in the spirit of harmony and collaboration aims to unify Massachusetts homeschoolers, and their representative organizations, to form a common voice dedicated to maintaining and broadening homeschooler freedoms.
ARTICLE III
DECISION MAKING STRUCTURE
MHLA is a volunteer-based organization with no members. The Association consists of a Board of Directors and an Advisory Council. The Board of Directors, selected following procedures in Article IV, has the general power to manage and control the affairs and property of MHLA. The Board of Directors recruits the members of the Advisory Council, which is composed of active volunteers who hold one or more MHLA posts. Together the Board of Directors and the Advisory Council propose, discuss and conduct MHLA business by means of an on-line loop and face-to-face meetings. Decisions which require consensus or voting are made by the Board of Directors, following procedures in Article IV.12.
ARTICLE IV
BOARD OF DIRECTORS
| IV.1 Number, Election and Qualification |
There are an optimum number of seven Directors: five Active Directors and two Emeritus Directors. The directors elect the Board of Directors prior to or during their annual meeting by the decision-making mechanism outlined in Article IV.12, following procedures determined by the directors. |
| IV.2 Active Directors |
Under most circumstances,
Active Directors: During their terms of office, Active Directors will |
| IV.3 Emeritus Directors |
The Board of Directors ordinarily includes two former Active Directors known as Emeritus Directors, who, based on their experience and general knowledge of MHLA's original and continuing purposes, advise and counsel the Active Directors. They participate as appropriate in MHLA deliberations and management, and, if still living in Massachusetts, attend the Annual Meeting. |
| IV.4 Term of Office |
A director holds office for renewable two year terms, or until the director resigns, becomes disqualified, or is removed. |
| IV.5 Staggering of Terms |
As nearly as possible, one half of the directors will be approved and begin their two year terms at each annual meeting. |
| IV.6 Resignation |
A director resigns by delivering a written notice of resignation to one or more of the Active Directors. The resignation is effective upon receipt unless otherwise specified. No further action of the Board of Directors is required. |
| IV.7 Removal |
The Board of Directors may remove a director from office by a decision following procedures outlined in Article IV.12. |
| IV.8 Vacancies and Election of Interim Director |
Any vacancy, however arising, may be filled for the unexpired portion of the term by a majority vote of the Board of Directors. |
| IV.9 Annual Meeting of the Association |
The directors ordinarily hold their annual face-to-face meeting near the end of January or at any other time as determined by the Board. Whenever possible, all Association members will receive notice of the specific time and place at least 3 months in advance of the annual meeting. |
| IV.10 Regular Meetings |
In addition to the Association's Annual Meeting, the Board of Directors shall meet face-to-face at least one, and preferably three, other times each calendar year. |
| IV.11 Who Attends Meetings |
Regularly scheduled face-to-face meetings are intended to include all Association members and any guests whose presence is agreed to by the Board of Directors. The Board of Directors may, at its discretion, go into executive session at any time during a face-to-face meeting. |
| IV.12 Action By Vote |
Insofar as possible, decisions will be made by consensus among the directors. For issues not resolved by consensus, directors may take a vote. A vote of the majority will decide any question except where otherwise noted. |
| IV.13 Officers |
The Board of Directors will decide among themselves which directors will assume specific offices in order to best execute the original and continuing purposes of MHLA. |
| IV.1 Projects |
The Board of Directors determines which projects MHLA undertakes and approves specific volunteers to direct the administration of those projects. |
ARTICLE V
CONFLICT OF INTEREST
A Director or Council Member who is a member, stockholder, trustee, director, officer, or employee of any firm, corporation, or association with which the Association contemplates contracting or transacting business shall disclose the director's relationship or interest to the Board of Directors. The director may not vote upon or take any other action in relation to the contemplated contract or transaction. A majority of the disinterested directors must vote in favor of the contemplated contract or transaction in order for the corporation to proceed with it.
ARTICLE VI
COMPENSATION FOR SERVICES
Council members, advisors and other volunteers may be reimbursed for expenses or compensated for services as deemed appropriate by the Board of Directors.
ARTICLE VII
DISSOLUTION AND LIQUIDATION
The Board of Directors may, following procedures outlined in Article IV.12, dissolve the Association. Upon dissolution, the Board of Directors shall dispose of all of the remaining assets of the Association by donating them, in a timely and effective manner, to an organization or organizations chosen by the Board of Directors, providing the chosen organizations are operated exclusively for charitable, educational purposes for the benefit of homeschoolers. No director or officer of the Association may share in the distribution of the corporation's assets upon its dissolution.
ARTICLE VIII
AMENDMENT
The Board of Directors may, following procedures outlined in Article
IV.12, amend these Bylaws.
ADOPTED:
AMENDMENT HISTORY:
NOTES:
Massachusetts Home Learning Association