Revised October 20, 1995
Reviewed October 20, 1998
Article
I: Name
The corporation shall be known as the Maryland Association
for Higher Education, Inc. (herinafter referred to as "the Corporation").
Article
II: Purposes
The purpose of the corporation shall be: to serve
as a forum for the exchange of ideas among all higher education institutions
and for those persons interested in improving higher education; to promote
the general welfare and seek the continuous improvement of higher education
in the state of maryland; to secure a greater understanding with the
various state and national educational agencies, lay groups in higher
education and others interested in higher education; to promote interactions
among all segments of maryland colleges and universities; to foster
the study and resolution of problems impacting higher education in the
nation and maryland in particular; and to recognize outstanding educators,
programs and research.
Article
III: General Membership
| Section 1. |
Individual membership in the Association shall
be open to all persons on the academic and administrative staffs
to colleges and universities in the State of Maryland and other
groups who may be so designated by the Executive Board.
Individual members shall have the right to vote at the annual
business meeting.
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| Section 2. |
Institutional membership in the Association
shall be open to all institutions of higher education in the State
of Maryland and other groups who may be so designated by the Executive
Board.
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| Section 3. |
The president of each institutional member shall
annually appoint an institutional representative who shall have
the right to vote at the annual business meeting. The institutional
representative shall serve as a liaison between the institutional
member and the executive board.
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| Section 4. |
Emeritus membership may be conferred by the
executive board on former members of mahe who retire from their
professions.
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| Section 5. |
Annual dues shall be assessed by the Executive
Board as needed to defray operating expenses of the Association,
such as mailing announcements of meetings, paying honorariums,
and expenses of speakers.
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| Section 6. |
The annual meeting shall be held at a place
and time designated by the Executive Board. Special meetings
may be called by the President or Executive Board.
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| Section 7. |
The agenda shall be prepared by the Executive
Board. The agenda shall include the report of the Nominating
Committee and any proposed constitutional amendments.
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| Section 8. |
The dues and privileges of individual and institutional
members as well as the responsibilities of institutional representatives
are listed in the Standing
Rules.
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Article
IV: Executive Board
| Section 1. |
The business and property of the Corporation,
except as otherwise provided by statute or by the Articles of
Incorporation, shall be conducted and managed by its Executive
Board.
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| Section 2. |
The executive board shall consist of the officers
of the association, the immediate past president, and six elected
members. The makeup of the executive board should reflect the
diversity of institutions comprising maryland higher education
and their constituencies. The editors of association publications
and the chairs of all permanent standing committees shall be non-voting
members of the executive board.
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| Section 3. |
Each elected member of the Executive Board shall
serve for a three year term and may succeed him or herself.
Two elected members of the Executive Board shall be elected each
year at the annual meeting of the general membership. Upon
the organization of this Corporation, the Executive Board shall
first elect the officers of the Corporation from the membership
of the original Executive Board. It shall then by resolution
fix the term of office of the six remaining members of the Executive
Board as follows: for two such members, a term of one year;
for two such members, a term of two years; and for the remaining
two members, a term of three years.
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| Section 4. |
At any meeting of the Executive Board called
for the purpose, any member of such Board may, by vote of the
majority of the entire Committee, be removed from office.
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| Section 5. |
If any member of the Executive Board shall die,
resign or be removed, the majority of the remaining members (whether
or not such majority constitutes a quorum) may elect a successor
to hold office for the unexpired portion of the term of such member
whose place shall so become vacant.
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| Section 6. |
The Executive Board shall meet on a regular
basis but no less than three times per year in a place and at
a time agreed upon by the Board members.
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| Section 7. |
The Executive Board shall have a quorum for
its meetings of 33 1/3%. Notice for all meetings of the
Board shall go out with the written minutes for the previous meeting,
not less than ten (10) days prior to the date of the intended
meeting.
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| Section 8. |
Special Board meetings may be called by the
Board or the President, provided that notice be given at least
three (3) days prior to the intended meeting.
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| Section 9. |
The Board may elect standing committees for
the delegation of one or more of its functions from time to time
as deemed necessary.
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| Section 10 |
The Board shall hire or appoint personnel to
carry out the purposes of the Corporation.
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| Section 11. |
The Board may adopt Standing Rules. Standing
Rules shall be those rules related to the continuity of the administration
of the corporation. They shall not conflict with the By-Laws.
Standing Rules may be adopted or changed by a majority vote at
any Board meeting. These rules may also be suspended at
any meeting by the same vote.
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Article
V: Officers
The officers of the Corporation shall be the President,
Vice President, Secretary-Treasurer and such other officers as the Board
from time to time shall create by appropriate resolution for the proper
conduct for the business of the Corporation. The officers shall
be elected annually by the General Membership at its annual meeting
and shall serve until their successors are duly elected and qualified
or until their death, resignation or removal, whichever shall first
occur. At any meeting of the Board any officer may be removed
by vote of the majority of the members of the Executive Board present.
Any vacancy in any office shall be filled by vote of the majority of
the Executive Board present for the balance of the unexpired term.
1. President - The President shall be a Director of the Corporation.
He or she shall be the chief executive officer of the Corporation.
He or she shall preside at all meetings of the Executive Board, shall
be general manager and director of the Business of the Corporation and
shall have all powers ordinarily exercised by the President of a Corporation.
He or she shall have the authority to execute in the name of the Corporation
all authorized deeds, mortgages, bonds, contracts or other instruments.
The President shall be an ex-officio member of all committees except
the nominating committee.
2. Vice-President - The Vice-President shall be the President-Elect
of the Corporation. In the absence of the President, the Vice-President
shall perform all the duties of the President and when so acting shall
have the powers of the President.
3. Secretary - The Secretary shall keep the minutes of the meeting
of the Executive Board and of the meetings of the general membership.
He or she shall see that all notices are duly given. He or she
shall be the custodian of the records and of the corporate seal.
He or she shall affix the corporate seal to all authorized documents,
and when so affixed, may attest the same, and, in general, he or she
shall perform all the duties ordinarily incident of the office of the
secretary of a corporation.
4. Treasurer - The Treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Corporation
and shall deposit in the name of the Corporation all moneys or other
valuable effects in such depositories as shall, from time to time, be
selected by the Executive Board. He or she shall render to the
President and to the Executive Board, whenever requested, an account
of the financial condition of the Corporation and, in general, shall
perform all duties ordinarily incident to the office of treasurer to
a Corporation.
| Section 1. |
Prior to the annual meeting a Nominating Committee,
composed of three members appointed by the President with the
approval of the Executive Board, shall nominate a candidate for
each vacancy.
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| Section 2. |
The Nominating Committee
shall make its report at the
annual MAHE meeting.
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| Section 3. |
Nominations also may be made by petition (signed
by ten or more members) and from the floor.
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| Section 1. |
Standing and ad hoc committees TO
CARRY OUT THE PURPOSES OF THE ORGANIZATION may be appointed
by the President, with the approval of the Executive Board.
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Article
VIII: Amendments
| Section 1. |
Amendments to the Constitution may be initiated in two ways:
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a. by a member of the Executive Board by motion duly made, seconded
and passed by the Executive Board, and |
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b. through a petition submitted by any member of the Association
and approved by majority vote of the Executive Board. |
| Section 2. |
Upon favorable action by the Executive Board,
the proposed amendment shall be submitted to the membership for
vote at the annual meeting. Notice of each such amendment
shall be provided to the general membership with the agenda of
the meeting. A two-thirds affirmative vote of those members
present at the annual meeting shall be required for the adoption
of an amendment. Any amendment to the Constitution shall
go into effect upon adoption, unless otherwise specified in the
language of the amendment.
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Article
IX: Rules of Order
Meetings of the Board of Directors shall be governed
by Robert's Rules of Order except where contrary to law, the Corporation's
Charter, Constitution or prior resolution.
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