Article I: Mission Statement

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SkillsUSA Massachusetts Alumni & Friends Association was established to support educational programs in the state of Massachusetts revolving around SkillsUSA. SkillsUSA Massachusetts Alumni & Friends Association strives to engage students, alumni, schools, business & industry and leaders in the state of Massachusetts to take part in educational activities and possible sponsorships.

 

Article II: Membership

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Section 1: SkillsUSA Massachusetts Alumni & Friends Association is made up of SkillsUSA Massachusetts alumni, and any person with a desire to support and strengthen technical, skilled, and service occupations, including health occupations, education and programs in the state of Massachusetts.

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Section 2: Membership in the Association shall be open to all persons interested in participating and/or furthering the mission of the SkillsUSA Massachusetts Alumni & Friends Association. No applicant shall be denied on the basis of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, national origin, genetic information, or any other characteristic protected by law.

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Section 3: Membership in the association is defined as:

 

1. Membership Categories:

 

a. ALUMNI – Any High School or Post-Secondary graduate enrolled at one time in a SkillsUSA Chapter in Massachusetts.

 

b. FRIENDS – Any person not classified as “Alumni” that has a desire to further the mission of the SkillsUSA Massachusetts Alumni & Friends Association

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c. LIFETIME – Any alumni or friend may purchase a lifetime membership for a one-time fee, voted upon by the Board of Directors. Such membership will allow the individual to forgo the payment of annual dues, after submitting their one-time payment.

 

2. Membership Status:

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1. Active: Current on membership dues as referenced in section 4
 

2. Inactive: Membership dues are in arrears

 

Section 4: The annual dues for each member shall be determined/reviewed by the Board of Directors annually by September 1st. Annual dues are to be paid at the start of each fiscal year beginning September 1st. Dues are considered to be in arrears as of the end of day on October 31st. Any member who becomes current on dues after this date will be paid through the remainder of the fiscal year.

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Section 5: Any member of the SkillsUSA Massachusetts Alumni & Friends Association may be expelled by a majority vote of the SkillsUSA Massachusetts Alumni Association Board of Directors, an advisor of the SkillsUSA Massachusetts Alumni Association, The Executive Director of SkillsUSA Massachusetts or the Board of Directors of SkillsUSA Massachusetts for non-payment of dues or for conduct unbecoming a member of the organization; as outlined in the Code of Conduct. A notice shall be given by the Board of Directors in writing or via email at least ten (10) days before the matter is to be acted upon by the Board.

Section 6: When matters are submitted for voting, each member shall be entitled to one vote. No member shall be entitled to vote at any election if the member’s dues are in arrears.

 

Article III: Meetings

Section 1: Regular Meetings: A regular meeting of the Board of Directors shall be held without other notice than this bylaw at least once per year. The place of such regular meeting shall be determined by the Board of Directors. The Board of Directors may provide, by resolution, the time and place within or outside the State of Massachusetts for the holding of additional regular meetings without other notice than such resolution.

 

1. Strategic Planning Meeting: The Board shall host the annual Strategic Planning Meeting each year in August. The Strategic Planning Meeting shall be attended in person by all Directors/Directors elect.

 

Section 2: Special Meetings: Special meetings of the Board of Directors may be called at any time by the President, Advisor(s) or by written or electronic request of two (2) Board members. At least twenty-four (24) hours’ notice shall be given by telephone, personal delivery, mail or email.

 

1: Location of Special Meetings: The members calling any special meeting of the Board of Directors may fix a place, time and date for holding any special meeting of the Board called by them, and if no other place is fixed, the location is the principal office in the state of Massachusetts.

 

Section 3: Notice: Notice of any annual meeting or regular meeting shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail, facsimile transmission or e-mail to each director at his or her address as shown by the records of the association.

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Section 4: Quorum: A majority of the Board of Directors present, shall constitute a quorum for the transaction of business at any meeting of the board.

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Section 5: Board Decisions: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.

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Section 6: Action without meeting: Unless the By-Laws provide otherwise, action required or permitted by the By-Laws or any provision of law to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written or electronic consents describing the action taken and retained by the association. Action taken without a meeting under this section is effective when the last director consents to the action, unless the consent specifies a different effective date.

 

Section 7: Meetings by “multimedia”: The Board of Directors may permit any or all directors to participate in a regular or special meeting of the Board of Directors by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs: (a) all participating directors may simultaneously hear each other during the meeting, or (b) all communication during the meeting is immediately transmitted to each participating director and each participating director is able to immediately send messages to all other participating directors. If a meeting will be conducted under this section, all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting conducted in a manner described in this section is deemed to be present in person at the meeting. All actions that can be considered and taken at a regular meeting of the Board of Directors can be taken at a meeting of the Board of Directors conducted under this section.

 

Section 8: Parliamentary Authority: ​The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern The Association in all cases to which they are applicable and in which they are not inconsistent with the bylaws and any special rules of order The Association may adopt.

 

Article IV: Directors

Section 1: The operation of the SkillsUSA Massachusetts Alumni & Friends Association, the direction of its work and control of its property shall be vested in a Board of Directors. The Board of Directors shall consist of no more than twelve (12) voting members and up to two (2) non-voting Advisors. The Advisor(s) shall be appointed, and shall serve at the pleasure of the Board of Directors of SkillsUSA Massachusetts, Inc. and assume the duties of the job description.

Section 2: The terms of Directors shall be staggered so that no more than two-thirds (2/3) of the Directors shall have their terms expiring in any given year. Directors of SkillsUSA 
Massachusetts Alumni & Friends Association shall be elected for a staggering 3 year term. The following two groups will be elected together:

a) President, Secretary, Reporter, 3 district representatives (2,3,4)

 

b) Vice President, Treasurer, Historian, 3 district representatives (1,5,6)

 

Section 3: Tenure: Each Board member shall hold office for a three year term, or until his or her prior death, resignation or removal. A director may be removed from office with or without cause by the affirmative vote of a majority of the board members. A director may resign at any time by delivering written notice of his or her resignation to the board of directors, to the Advisor(s) of the Board of Directors or to the association. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Directors need not be residents of the State of Massachusetts.

 

Section 4: The Board of Directors shall, in addition to its usual functions:

 

a. Accept resignations and facilitate elections of the Board.

b. Hold regular meetings during the course of the year.

c. Report in full in the “Fall Annual Report” the following:

 

i. The work of the SkillsUSA Massachusetts Alumni & Friends Association

during the past year.

 

ii. The finances of the SkillsUSA Massachusetts Alumni & Friends Association
during the past year.

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d. Must attend the Fall State Leadership Conference, State Leadership and Skills Conference, and one other event in their role as a Director and/or in an approved capacity serving the SkillsUSA Massachusetts, Inc. staff. The only exceptions may be made by the Advisor(s) due to extenuating circumstances preventing the director from attending a required event.

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Section 5: The Advisor(s) of the SkillsUSA Massachusetts Alumni & Friends Association shall attend all meetings of the Board of Directors, but are not empowered to vote.

 

Section 6: Should any Director be absent from three (3) board meetings within a fiscal year (beginning at the Strategic planning meeting) and/or two (2) consecutive meetings while serving as a Board of Director, for any reason other than approved absence from state or illness, the board will vote on removal from the position.

Section 7: Any director or agent appointed by the Board of Directors may be removed at any time by a majority vote by the Board of Directors, by the Advisor(s), or by the Executive Director of SkillsUSA Massachusetts, Inc., with or without cause and notwithstanding the contract rights, if any, of the director removed. The appointment of a director does not itself create contract rights.

Section 8: Compensation: Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the association in any other capacity and receiving compensation thereof.

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Section 9: All SkillsUSA Massachusetts Alumni Board of Directors members will be assigned an email address that corresponds with their position. In some instances Board Members will be assigned administrative rights to social media accounts of the Association. It is the duty of each Board member to ensure that they are answering all correspondence and/or social media inquiries in accordance with the SkillsUSA Massachusetts Alumni & Friends Board of Directors Electronic Communications Acceptable Use Policy.

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Article V: Election of Directors

Section 1: The Board of Directors shall be elected by ballot according to the following
procedure:

 

1. The Board of Directors will announce any current and anticipated opening on the Board to all active members within the SkillsUSA Massachusetts Alumni & Friends
Association.

 

2. Any Alumni Member in good standing and has been active for the previous two (2)
consecutive years may be nominated and/or run for a Director position by submitting a
letter of intent to be put on the ballot to the Advisor(s) and President within three (3) days of the announcement. All Candidates must be active Alumni Members.

 

3. Ballots shall be prepared and e-mailed to all Members within five (5) days of the
announcement and shall include the names of those running for the vacant position.

 

4. Voting shall take place for three (3) days and all ballots submitted after the three (3) days will not be counted. The Advisor(s) or President will inform the successful candidate.

 

5. The three (3) year term of each newly elected Board Member shall begin in August at the Annual Strategic Planning Meeting.

 

Section 2: Vacancies: Any vacancy occurring on the Board of Directors shall be filled by secret ballot of the membership, Board of Director vote or appointment by the Advisor(s). A director appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office. Any candidate running unopposed will automatically be voted into the vacant position. Vacant positions shall be announced to all active members within ten (10) days of said vacancy to begin the nomination process at that time.

Article VI: Duties of Directors

Advisor(s): The Advisor(s) shall perform duties assigned by the Board of Directors of
SkillsUSA Massachusetts Inc., as well as the Board of Directors of the SkillsUSA Massachusetts Alumni & Friends Association. The Advisor(s) shall be in charge of running the day-to-day operations of the association and shall maintain all records at the direction of the SkillsUSA Massachusetts Alumni & Friends Association Board of Directors. Such activities may include: website, list-serve, emails, mailbox, etc. The Advisor(s) shall be responsible for all state and federal tax filings in accordance with state and federal law.

 

President:

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● Conducts all Alumni & Friends Association Meetings, making sure that they start on

time, follow the order of business, and adhere to proper Parliamentary Procedure.

● Assists the Alumni Advisor(s) with necessary duties to accomplish tasks

● Knows what work needs to be done and when to delegate it

● Prepares in conjunction with the Secretary and Advisor(s), all Alumni & Friends

Association meeting agendas
● Has a complete understanding of the items being discussed and the possible effects of their recommendations
● Brings issues to a satisfactory conclusion when sensing a discussion is dragging or
being monopolized
● Keeps in contact with the Alumni Advisor(s) and communicates any information with
the other members of the Alumni & Friends Association
● Works with the committees appointed by the Alumni & Friends Association, so that
they have a proper structure and appropriate assignments
● Attends committee meetings where appropriate
● Keeps Alumni members informed of any cancellations or adjustments that are being
made to any activity
● Maintains a direct channel of communication via the main SkillsUSA Massachusetts
Alumni & Friends email address, responding to emails as appropriate, in conjunction
with the Alumni Board Advisor(s)
● Works collaboratively with the Alumni Advisor(s) to schedule all alumni volunteers
for conference roles/responsibilities

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Vice President:

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● As first assistant to the President, should prepare for the office as carefully as the
President.
● Prepares to run Alumni & Friends Association Meetings in the absence of the
President.
● Assists the President by meeting with committees where appropriate.
● Assists the Alumni Advisor(s) with providing a year-end report on the accomplishments of the Alumni & Friends Association to be presented at the Fall
General Meeting.
● Keeps in contact with the President & Advisor(s) and assists in communicating any
cancellations or adjustments that are being made to any activity.

● Maintains a current roster of all active and inactive members with assistance from the Alumni Treasurer.

● Responsible for assisting the Community Service Committee in accomplishing the
projects planned for the year.
● Responsible for all Alumni Conference registration & Post-conference feedback collection with assistance from the Secretary and Advisor(s)

 

Secretary:

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● Keeps the minutes of all Alumni & Friends Association Meetings
● Prepares the agenda in conjunction with the Alumni Advisor(s) and President, for all
Alumni & Friends Association Meetings
● Comes prepared with a copy of the previous meeting minutes to be accepted and
distributed to the other members of the Alumni & Friends Association
● Keeps the minutes of all meetings in an organized manner in the Secretary’s notebook
● Counts votes when an official motion has been made
● Keeps a copy of the State and National Constitution and by-laws for reference during meetings
● Is prepared at all meetings and conferences with the secretary’s notebook and any
other necessary materials
● Assists the Alumni Vice President with Alumni Conference registration & post-conference feedback collection with assistance from the Advisor(s)
● Assists the Alumni Advisor(s) by taking notes of any feedback, suggestions, or
changes that need to be made in order to continuously grow and improve the
organization

 

Treasurer:

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● Serves as the chairperson for the Alumni Finance/Fundraising Committee
● Keeps track of Alumni & Friends Association funds
● Develops the annual budget in conjunction with the President and Alumni Advisor(s)
● Keeps track of financial situations that include the Alumni & Friends Association and
reports on such matters at meetings
● Maintains an accurate ledger of all monetary transactions of the SkillsUSA
Massachusetts Alumni & Friends Association
● In conjunction with the Advisor(s) reconciles all monthly bank statements to the
ledger balance to ensure no items are outstanding
● Masters a basic knowledge of accounting
● Collects, records, and transfers funds to the Alumni account
● Issues and maintains records of receipts
● Prepared at all meetings and conferences with the treasurer’s notebook and any other necessary materials
● Keeps track of membership dues and works to collect dues when they become due
● Follow accounting procedures determined by the SkillsUSA Massachusetts Alumni
Board of Directors
● Provides treasurer report at meetings

● Assists the Alumni Vice President in maintaining a roster of all active and inactive members
● Seeks support from business & industry to provide incentives to all SkillsUSA Alumni
● Keeps a track of all the rewards programs and partnerships established
● Manages all fundraising efforts at conferences

 

Reporter:

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● Manages all marketing efforts of the association including social media, email
marketing, list serves, and public relations
● Publishes electronic or paper newsletter quarterly with the help of the Board of
Directors
● Assists the Historian with documenting events
● Prepares and distributes news releases to local media
● Assists the treasurer with fundraising efforts through creating marketing materials
used to drive sponsorship
● Prepares and posts an Alumni Spotlight for each represented district

 

Historian:

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● Designs the Alumni & Friends Association Scrap Book with some materials provided
by Alumni & Friends
● Collects objects, papers, materials, etc. from every activity that the Alumni & Friends
Association participates in
● Presents the completed Alumni & Friends Scrap Book to the Alumni Board at the
annual Strategic Planning meeting
● Prepared at all meetings, events, and conferences with a camera to take pictures for
the scrap book
● Obtains any other necessary materials to complete the scrap book for the Alumni
archives
● Organizes and hosts all social events

 

District Representatives:

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● Districts assignments will align with the district make-up of SkillsUSA Massachusetts
Inc.
● At the time of this revision there are presently six districts within SkillsUSA
Massachusetts
● Provides leadership to the Alumni and schools in the District
● Is responsible for helping the Membership Committee increase membership in the
District
● Attends the District Conference as an Alumni Representative
● Sets up and operates the Resource Booth at the District Conference
● Works with Treasurer to provide information, contacts, etc. in the District in regards
to fundraising and dues
● Works with the Reporter and Historian to provide information of Alumni success
stories and events taking place in the District that pertain to the association
● Responsible for hosting at least one fundraising event, in their district, within each
academic year.

 

○ The Advisor(s) will appoint one district representative additional duties as District
Representative Mentor to supervise all District responsibilities, including entering
membership data

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Article VII: Committees

Section 1: Standing Committees

a. Finance Committee: Appointed prior to each Fall meeting, consisting of three (3) or
more members. It shall be the duty of the Finance Committee to examine and audit
the books and accounts of the Treasurer at the close of each year’s business, and to
report its findings in writing to the Board of Directors. The report is submitted to the
membership of the SkillsUSA Massachusetts Alumni & Friends Association in its
“Annual Fall Report” for review and approval, with written comments on it by the
Board.

b. Governance Committee: Appointed to increase the membership to the betterment of the SkillsUSA Massachusetts Alumni & Friends Association. The Governance
Committee will also oversee all by-law changes and prepare major issues for voting
by the board. 

c. Fundraising Committee: Assist treasurer in planning and executing fundraisers at
conferences to include collecting donations and up selling at conference

 

d. Community Service Committee: Appointed to research and plan at least one
community service project within Massachusetts with the assistance of the Alumni
Vice-President. The community service committee will oversee the advertisement,
setup and execution of the project with assistance from Alumni volunteers. The
community service committee shall submit a report about the project(s) to the Board
of Directors to be included in the “Annual Fall Report”

 

e. Scholarship Committee: Appointed to market the Alumni & Friends Association
Scholarship annually to student members. The Scholarship amount will be voted on
annually at the Strategic Planning Session and the number of scholarships awarded
will be voted on at that time. The committee will in turn solicit applications and set
forth the guidelines for qualification. Upon receipt of applications, the committee will
review and select the recipient(s) to be presented at the State Leadership and Skills
Conference.

Section 2: Special Committees

a. The SkillsUSA Massachusetts Alumni & Friends Association Board of Directors
shall authorize and define the powers and duties of all standing and special
committees, except those committees whose functions are set forth in these bylaws.
Subject to confirmation of the Board of Directors, the President shall appoint all
committee chairpersons. Committee appointees shall serve at the will and pleasure of
the President in consultation with the Advisor.

 

b. It shall be the function of the special committees to make investigations, conduct
hearings, make recommendations to the Board of Directors and carry on such
activities as may be delegated to them by the Alumni Board of Directors. They may
also examine and report on subjects they may deem proper for its consideration.

 

Article VIII: Amendments

Section 1: By-law Amendments: By-laws may be amended or repealed and new by-laws adopted by a three-fourths (3/4) vote of the Board of Directors. Ten day written or electronic notice must be given to the Board members to amend, repeal, or adopt new by-laws.

 

Article IX: Indemnification of Directors and Officers

Section 1: Actions Against Directors of Officers Generally: The Association shall indemnify
each person who shall have served as a director or officer of this Association who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he/she is or was a director or officer of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another Association, partnership, joint venture, trust or other entity or enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association or such other association, partnership, joint venture, trust or other entity or enterprise, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the association or such other association, partnership, joint venture, trust or other entity or enterprise, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The association shall not indemnify such person in respect of any matter on which any settlement or compromise is effected if the total expense, including the cost of settlement, shall substantially exceed the expense which might be reasonably incurred in conducting the action, suit or proceeding to final conclusion. In the event such person refuses to agree to a settlement or compromise which is determined by a majority of the disinterested members of the board of directors to be in the best interest of the association, the association shall not indemnify such person in respect of any expenses incurred by such person after such
determination.

 

Section 2: Actions by or on behalf of the Association: The Association shall indemnify each person who shall have served as a director or officer of this association who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the association to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the association, or is or was serving at the request of the association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other entity or enterprise against expenses, including attorneys fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believes to be in or not opposed to the best interests of the association or such other association, partnership, joint venture, trust or other entity or enterprise, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the foundation or such other association, partnership, joint venture, trust or other entity or enterprise unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper.

 

Section 3: Method of Determining that Indemnification is Proper: Any indemnification under Section 1 or 2, unless ordered by a Court, shall be made by the association only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or 2. Such determination shall be made:

 

A. By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or 

 

B. If such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

 

C. By the members of this association.

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Section 4: Advancing Expenses: Expenses, including attorneys fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the association in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 3 upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the association as authorized in this bylaw.

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Section 5: Non-Exclusivity: The indemnification provided by this section shall not be exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of members or otherwise, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6: Insurance: The board of directors shall have power to authorize the purchase and maintenance of insurance (a) on behalf of any person who is or was a director or officer of the association, or is or was serving at the request of the association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other entity or enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, and (b) on behalf of the association against any loss by reason of the association's indemnification of any such person.

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Article X: Effective Date

These by-laws shall be effective as of September 1, 2019

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