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Maryland Association for Higher Education

MAHE 2002 Bylaws - Word format or  PDF format

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Constitution

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.


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.


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.


Section 4.

Emeritus membership may be conferred by the executive board on former members of mahe who retire from their professions.


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.


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.


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.


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.



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.


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.


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.


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.


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.


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.


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.


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.


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.


Section 10

The Board shall hire or appoint personnel to carry out the purposes of the Corporation.


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.


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.


Article VI: Nominations
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.

Section 2.

The   Nominating   Committee   shall   make  its   report   at  the   annual   MAHE meeting.

Section 3.

Nominations also may be made by petition (signed by ten or more members) and from the floor.


Article VII: Committees

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.


Article VIII: Amendments
Section 1. Amendments to the Constitution may be initiated in two ways:
a. by a member of the Executive Board by motion duly made, seconded and passed by the Executive Board, and
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.


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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