Explorers Lifelong Learning Institute
of Salem State College
10 Federal Street-Salem MA 01970
978-744-0804

 

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EXPLORERS LIFELONG LEARNING INSTITUTE

AT SALEM STATE COLLEGE, INCORPORATED

 

BYLAWS

 

ARTICLE  I  --  Name

The name of this nonprofit organization shall be Explorers Lifelong Learning Institute at Salem State College, Incorporated, hereinafter referred to as Explorers. The organization may, at its pleasure, by a vote of the membership, change its name or legal status.

ARTICLE II  -- Affiliations

Explorers shall be a self-directed membership organization sponsored by Salem State College and shall be affiliated with the Elderhostel Institute Network.

ARTICLE III -- Purpose

The purpose of Explorers shall be to provide the structure to facilitate learning through shared study and interaction among interested members. Self-directed and self-disciplined learners with common interests shall form self-coordinated groups to study and discuss topics of their choice. Focus shall be on membership participation in a cooperative and democratic manner.

ARTICLE  IV -- Membership

Membership shall be open to all who are fifty years of age and older who have satisfied the membership fee requirement. All members in good standing may attend any or all committee meetings, the Annual Meeting, and the meetings of the Board of Directors.

ARTICLE V – Fiscal Year

The fiscal year shall be July 1 through June 30.

ARTICLE VI – Board of Directors

Explorers shall be governed by a Board of Directors, hereinafter referred to as the Board.  The Board shall be composed of:  the Vice President, the President, the Immediate Past President, the Recording Secretary and the Treasurer; the appointed Chairperson of each Standing Committee; four elected Members-at-Large; and the Salem State College appointed Liaison to Explorers.  All members except the Salem State College appointed Liaison shall be voting members.

                                    ARTICLE VII – Responsibilities of the Board of Directors

The Board of Directors shall have such powers in the management of Explorers as are conferred upon directors of nonprofit organizations by the laws of the Commonwealth of Massachusetts and by these bylaws.  Such powers shall include:

1.      Recommend plans, policies and procedures for the organization.

2.      Determine the need for the employment of any and all personnel who may be necessary to conduct the business of Explorers.

3.      Establish responsibilities and duties of the Standing Committees.

4.       Review reports from the Standing Committees and provide direction as required.

5.       Review and approve a budget prior to the beginning of each fiscal year.

6.       Be committed to maintaining the fiscal integrity of the organization and call for an annual financial audit.

7.      Act as the approval authority of the organization.

 

ARTICLE VIII – Officers, Members-at-Large, Terms

The elected Officers shall be the Vice President, the Recording Secretary and the Treasurer. Four Members-at-Large shall be elected representatives to the Board.

1.      The Vice President shall be elected by the general membership at an Annual Meeting to serve a one-year term. The following year this officer will automatically succeed to the office of President. After serving one year as President, this officer will automatically succeed to the office of Immediate Past President for one year.

2.      The Recording Secretary and Treasurer shall be elected by the general membership at an Annual Meeting, each to serve a two-year term, being eligible for reelection, but limited to two consecutive terms.

3.      At Annual Meetings, two Members-at-Large shall be elected, each to serve a two- year term, being eligible for reelection, but limited to two consecutive terms.

 

 

 

ARTICLE IX – Duties of Officers and Members-at-Large

1.The President shall attend to those matters great and small which will allow for the smooth operation of Explorers. The Board may give or withhold approval on these matters whenever it feels the situation appropriate to do so.

The President shall preside over the meetings of the Board, the Executive Committee, the Annual Meeting and special membership meetings. In addition, he or she shall:

a.       Appoint Standing Committee Chairpersons, with the advice of the elected Officers.

b.      Enter into lease or purchase agreements or contracts, on behalf of the Explorers, with approval of the Board.

c.       Supervise the office activities and staffing.

d.      Maintain a strong relationship with Salem State College.

e.       Oversee activities of the following committees:

·        Curriculum

·        Newsletter

·        Communications 

·        Volunteers

 2.  The Vice President shall assume the duties of the President in his or her absence or in the event    that a vacancy in that office occurs and in addition shall have the following duties:

a.       Preside over Board meetings if the President and Immediate Past President are not available.

b.      Monitor the registration process.

c.       Appoint Ad Hoc committees as required and approved by the Board.

d.      Oversee the activities of the following committees:

·        Facilities

·        Membership

·        Hospitality

·        Special Events

3. The Immediate Past President shall have the following duties:

a.       Preside over Board meetings if the President is unavailable.

b.      Chair the Nominating Committee for the offices of Vice President, Secretary, Treasurer and Members-at-Large.

c.       Fill vacancies for the remainder of any unexpired term, with approval of the Board. In the event the Vice President is unable to complete his or her term and the Immediate Past President fills the vacancy for the unexpired portion of the term, a special meeting of the general membership will be held to elect a Vice President to be eligible to succeed to the Presidency.

d.      Oversee the activities of the Development Committee.

4.  The Recording Secretary shall document meetings of the Board, the Executive Committee, the Annual Meeting and special membership meetings. Prior to the next scheduled Board meeting, the Recording Secretary shall distribute copies of all minutes to the Board, Explorers' office and to the SSC Liaison to Explorers.

5.  The Treasurer shall deposit and disburse all funds accrued by Explorers, and shall submit a     report of income, expenditures and fund balances at each regularly scheduled meeting of the Board of Directors.

a.       The Treasurer is authorized to sign checks for all expenditures included in the approved budget. The Treasurer will seek approval from the Board for the payment of all expenditures not included in the approved budget.

b.      The Treasurer may, at times, form a Finance Committee to research and provide advice to the Treasurer regarding financial planning.

6.  The Members-at-Large shall be assigned duties and responsibilities at the discretion of the   President.      

 

ARTICLE X – Committees, Terms

The Standing Committees of the organization shall be Communications, Curriculum, Development, Facilities, Hospitality, Membership, Newsletter, Special Events and Volunteers.

1. Standing Committee Chairpersons shall be appointed by the President.  Standing Committee    Chairpersons serve a two-year term, being eligible for reappointment, but limited to two consecutive terms.

2. Standing Committee Chairpersons shall select their own committee members. Each Standing   Committee shall consist of a minimum of three members.

3. Standing Committee Chairpersons shall submit an annual budget to the Treasurer.

4. For each election, the Immediate Past President shall chair a Nominating Committee appointing four members, two of whom are not current Board Members.

a.        In the event that the Immediate Past President is unavailable to serve as Chairperson, the President shall appoint a replacement.

b.      The Nominating Committee shall supervise elections and act as tellers.

5. Ad Hoc Committee Chairpersons, who are not current Board members, shall attend all Board meetings during the tenure of their Committees. They shall provide reports on the activities of their Committees. Non-Board Chairpersons of the Ad Hoc Committees may not vote at the Board meetings.

 

ARTICLE XI – Executive Committee

The Executive Committee shall exercise the authority of the Board of Directors unless expressly limited by the Board of Directors, and except as herein stated.  The Executive Committee shall not, however, have the authority of the Board of Directors in reference to:

a.       amending, altering or repealing bylaws;

b.      electing, appointing or removing any member of the Executive Committee or any director or officer of Explorers;

c.       amending the Articles of Incorporation;

d.      adopting a plan of merger or adopting a plan of consolidation with another organization;

e.       authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the organization;

f.        authorizing the voluntary dissolution of the corporation or revoking proceedings therefor;

g.       adopting a plan for the distribution of the assets of the organization; or

h.       amending, altering, or repealing any resolution of the Board of Directors. 

All of the foregoing powers are exclusively reserved to the Board of Directors.

The Executive Committee shall consist of the President, Vice President, Immediate Past President, Recording Secretary, Treasurer and the Chairs of the Curriculum and Volunteers Committees.

A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business of the Executive Committee.  The Recording Secretary shall keep the minutes of all meetings of the Executive Committee.  All actions of the Executive Committee shall be reported to the Board of Directors. 

ARTICLE XII – Removal from Office

 An elected officer may be terminated for cause only –  by a two-thirds vote of the Board.  Included in this two-thirds must be votes to terminate from a majority of those serving on the Executive Committee. ARTICLE XIII – Meetings

1. The Annual Meeting shall be held in June for the election of Officers and Members-at-Large.        Quorum:   Ten percent (10%) of the total general membership shall constitute a quorum.

2. The Board or the President may call Special Meetings of the general membership as needed. Notice of the meeting must be given by postal mail, E-mail or telephone at least 72 hours in advance. The general membership in attendance at a Special Meeting shall constitute a quorum.

3. The Board shall meet at least quarterly.

a.       Quorum: A majority of the members of the Board, one of whom shall be an Officer, shall   constitute a quorum, and a majority of that quorum shall carry a vote.

b.      In the event of four unexplained absences from Board meetings by any Board member, the office shall be considered vacant, and the Immediate Past President shall appoint a replacement to serve until the next general election.

4. The Executive Committee shall meet at the call of the President. In an emergency, the President or Vice President shall poll all of the members of the Executive Committee by telephone or E-mail.

Actions of this emergency polling shall be reported to each Board member, in writing, prior to the next Board meeting.

5. Committee Chairpersons shall schedule Committee meetings as required, but no less than four times a year. Committee members present shall constitute a quorum.

6. Meetings of the Standing Committees shall be documented. Prior to the next scheduled Board of Directors Meeting, copies of the minutes shall be distributed by the Committee Chairpersons to the Board, Explorers' office and the SSC Liaison to Explorers.

 

ARTICLE XIV – Nominations

1. The Nominating Committee shall choose a slate of candidates for Officers and members-at-large, each identified as a nominee for an expiring term vacancy.

2. The general membership of Explorers may submit additional nominations to fill open positions. Nominations may be made by petition, signed by the nominee and five members in good standing and presented to the Nominating Committee at least two months prior to the election.

3. The slate must be presented to the Board by the April Board meeting and to the general membership at the Annual Meeting for ratification.

 

ARTICLE XV – Dissolution

Explorers may be dissolved upon approval of a plan of dissolution adopted by a two-thirds (2/3) vote of the total membership of the Board, and by a majority of the general membership who vote on the plan. The plan shall also require notification to Salem State College and shall be made in such a manner as to comply with governmental statutes.

 

ARTICLE XVI – Amendments

1. Proposed amendments to these Bylaws may be initiated by action of the Board or by a member in good standing.

2. The proposed amended Bylaws must be presented to the general membership one month prior to the date on which members will be asked to vote their approval.

3. Amended Bylaws may be approved by a majority of the general membership in attendance at the Annual Meeting, or at a specially called meeting for this purpose.

 

 

These Bylaws shall supersede Bylaws previously ratified by the general membership on June 11, 2003, and shall be deemed to be in effect upon the approval of the general membership and the subsequent ratification by the Board at their meeting on October 13, 2006.LLIAMENDEDBYLAWS.0106

 

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