Section A. The Fiscal Year. The fiscal year of this Society shall be the calendar year.
Section A. Elected Officers. The elected officers of the Society shall be a President, a President Elect, a Vice President, and a Secretary Treasurer to be elected by the voting membership at the Annual Meeting and to serve until their successors have been duly elected and assume office. The President Elect shall automatically succeed to the Presidency.
Section B. Eligibility. Any voting member in good standing shall be eligible to be nominated and elected to any elective office of the Society.
Section C. Nomination and Election of Officers. The President shall appoint a Nominating Committee of at least three voting members who shall propose and submit to the membership at least thirty (30) days before the Annual Meeting at least one nomination for the offices of President Elect and Vice President and at least two nominations for the office of Secretary Treasurer. Any person so nominated shall have given their prior consent to nomination and election as an officer. Additional nominations may be made from the floor for any office.
Section D. Term of Office. Each elected officer shall serve for a term of one (1) year or until his successor is duly elected. Each officer shall serve concurrently as a member of the Board of Directors.
Section E. Vacancies Removal. Vacancies in any elective office may be filled for the balance of the term thereof by the Board of Directors at any special or regular meeting. The Board of Directors in its discretion, by a two thirds vote of all of its members, may remove any officer from office for cause.
Section A. President. The President shall serve as chairman of the Board of Directors. He shall also serve as a member, in ex officio, with right to vote on all committees except the Nominating Committee. He shall make all required appointments of standing and special committees with the approval of the Board of Directors.
Section B. The President Elect. The President Elect shall succeed to the presidency. The President Elect shall perform the duties of the President in the event of his inability to serve.
Section C. Vice-President. The Vice President shall perform the duties of the President in the event of his and the President-Elect's inability to serve. The Vice President shall be responsible for such duties as are assigned by the President with the approval of the Board of Directors. The Vice President shall serve as ombudsman for the membership - questions and problems concerning members and MSPS will be directed to him.
Section D. Secretary Treasurer. The Secretary Treasurer shall be in charge of the Society's funds and records. As Treasurer he shall collect all member dues and/or assessment; shall have established proper accounting procedures for the handling of the Society's funds and shall be responsible for the keeping of the funds in such banks, savings and loans and/or investments as are approved by the Board of Directors. He shall report on the financial condition of the Society at all meetings of the Board of Directors and at other times when called upon by the President.
Section A. Authority and Responsibility. The governing body of the Society shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Society, its committees and publications; shall determine its policies of changes therein; shall actively pursue its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate its authority.
Section B. Composition. The Board of Directors shall consist of the President, President Elect, Vice President, Secretary Treasurer, the Immediate Past President, and six (6) voting members who shall be elected as herein provided.
Section C. Manner of Election and Term. Directors shall be elected for a three (3) year term. The nominees receiving the most votes shall be elected for each vacant seat. Each voting member is entitled to cast one vote for each vacant seat.
Section D. Re Election. No member who has served a full three (3) year term shall be eligible for re election until at least one (1) year shall have elapsed.
Section E. Nomination. The nominating committee shall present to the membership at least thirty (30) days before the Annual Meeting at least two (2) nominations for each seat on the Board which is vacant or is about to expire. Additional nominations may be made from the floor at the Annual Meeting.
Section F. Quorum of the Board. At any meeting of the Board of Directors, no less than six (6) members of the Board shall constitute a quorum for the transaction of the business of the Society and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present.
Section G. Voting. Voting rights of a Director shall not be delegated to another nor exercised by proxy.
Section H. Voting by Mail. Action taken by a mail ballot of the members of the Board of Directors, in which at least a majority of such Directors, in writing, indicate themselves in agreement shall constitute a valid action of the Board if reported at the next regular meeting of such Board.
Section I. Absence. Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these By Laws; however, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote.
Section J. Vacancies and Removal. Any vacancy occurring by a Director between Annual Meetings shall be filled by the Board of Directors. A director so elected to fill a vacancy shall serve the unexpired term of his predecessor. The Board of Directors may in its discretion, by affirmative vote of two thirds of its members, remove any director for cause.
Section A. Standing Committees. The President shall appoint standing committees having the following functions:
Section B. Special Committee. The President with the approval of the Board of Directors shall appoint such other committees, sub-committees, or task forces as necessary. The duties of the Special Committee shall be prescribed by the Board of Directors upon their appointment.
Section C. Committee Continuity. In order to maintain continuity from year to year in each committee's work, the following procedures shall be followed:
Section A. Establishment of Dues. Dues and admission fees, if any, for all classes of membership shall be established by the Board of Directors.
Section B. Delinquency and Cancellation. Any member of the Society who shall be delinquent in dues for a period of thirty (30) days from the time dues become due shall be notified of such delinquency and suspended from further services. If payment of dues is not made within the next succeeding thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeits all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the Board of Directors.
Section C. Refunds. No dues shall be refunded to any member whose membership terminates for any reason.
Section A. Classes of Membership.
Section B. Expulsion.
Section A. Appointment. The Board may employ a salaried Executive Director whose terms and conditions of employment shall be specified by the Board.
Section B. Authority and Responsibility. The Executive Director shall be the chief executive of the Society responsible for all management functions. He/she shall manage and direct all activities of the Society as prescribed by the Board of Directors and shall be responsible to the Board. He/she shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Society and fix their compensation within the approved budget. As Executive Director, he/she shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall, in his/her judgment, be in the best interest of the Society.
Section A. Amendments. These By Laws may be amended or repealed by a two thirds vote of the members present at any Annual Meeting of the Society duly called and regularly held, notice of such proposed changes having been sent in writing to the members thirty (30) days before such meeting, or by a two thirds vote of the members voting by a thirty day mail ballot. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any twenty five (25) voting members addressed to the Board. All such proposed amendments shall be presented by the Board to the membership with or without recommendation.
Section A. Parliamentary Authority. The rules contained in Roberts Rules of Order, Revised, shall govern this Society in all cases to which they are applicable, including meetings of the Members and Board of Directors, if not inconsistent with this Constitution and By Laws, or other special rules which may be adopted by the Society from time to time.
Section A. Indemnification of Directors and Officers. Every person who is or has been a director or officer of the Society shall be indemnified by the Society against all expenses or proceedings to which he may be defendant or party defendant, or with which he may be threatened, by reason of or growing out of or in relation to his/her being or having been a director or officer of the Society.
Section B. Expense. The term "Expenses" includes amounts paid in satisfaction of judgments or in settlement, other than amounts paid to the Society itself.
Section C. Negligence. The Society shall not, however, indemnify any director or officer in relation to matters as to which he shall be adjudged liable for negligence or misconduct in the performance of his/her duties as such director or officer. Further, the Society shall not indemnify any director or officer in case of settlement unless such settlement shall be approved by, first, a majority of the directors of the Society then in office other than those involved, regardless of whether or not such majority constitutes a quorum, or, second, if there are not at least two directors then in office other than those involved, by a majority of a committee selected by the Board of Directors of two or more members of the Society who are not the directors or officers involved, as being in the interest of the Society that such settlements be made.
Section D. Indemnification not Exclusive. The foregoing right of indemnification shall not be exclusive but shall be in addition to any and all other rights and remedies to which any such director or officer may be entitled as a matter of law.