CONSTITUTION AND BYLAWS
ASSOCIATION FOR WOMEN IN SCIENCE, MASSACHUSETTS CHAPTER
CONSTITUTION
Article I. Name and Affiliation

The name of this organization is the Association for Women in Science, Massachusetts Chapter, hereinafter referred to as MASS AWIS.  MASS AWIS shall be a chapter of the national organization, the Association for Women in Science, Incorporated, hereinafter referred to as National AWIS.

Article II. Purpose

This organization is organized and operated exclusively for charitable and educational purposes, specifically to encourage women to pursue careers in the science, technology, engineering and mathematics (STEM) fields; to assist women in developing skills relevant to advancing their careers in the STEM fields; to raise public awareness of the scientific and technological skills and contributions of women; to work with other scientific, educational, and women’s organizations in developing national and community programs that meet the above goals; and to provide recognition of individual women scientists in order to advance the above goals.

Article III. Membership

SECTION 1: Any individual who is a member of the National AWIS and who supports the purpose of AWIS is eligible for membership in the Chapter shall hold full membership status upon payment of both National and Chapter dues.  In addition, students currently enrolled in an undergraduate or post-graduate program, are afforded the option of a Chapter-only membership.  Upon payment of dues directly to MASS AWIS, Chapter-only members shall enjoy the same local privileges as full members.  Hereafter, Chapter-only members and full members shall collectively be referred to as members.

SECTION 2: All members of MASS AWIS in good standing shall have voting privileges. Individual members have one vote.

Article IV. Authority

SECTION 1: MASS AWIS shall abide by the Constitution and Bylaws of National AWIS.

SECTION 2: MASS AWIS shall have the power to establish the rules and regulations of the Chapter, to delegate responsibility, and to amend any or all parts of the Constitution and Bylaws of the Chapter.

Article V. Amendments

Amendments to the Constitution may be submitted by a member at any time to the Executive Board for review and approval.  The approved version of the amendment is to be submitted by the Executive Board, with an explanation of the purpose of the amendment, to the members of the Chapter for approval by mail ballot, including e-mail ballot.  A simple majority of the members voting is required for ratification.  Any approved amendments must also be submitted to National AWIS for review and approval.

BYLAWS

Article I. Executive Board

SECTION 1: The Executive Board shall consist of all Committee Chairs and presiding Chapter Officers, which include the President, Past President, Vice President, Administrator, and Treasurer.  The Executive board may also include up to two co-Presidents and/or two co-Vice Presidents.  Each Committee may be served by one or two Chairs. The Executive Board shall serve as the policy body of MASS AWIS. Each Executive Board member has one vote.

SECTION 2: The President, Vice President, Administrator, Treasurer, and all Committee Chairs shall be nominated by members of the existing Board. The new slate of leaders is voted on by members of MASS AWIS at an annual meeting held in the 4th quarter of the fiscal year or via online balloting. The term of office shall be for one year, beginning July 1st. The office of Past President shall be filled by the most recent former President available.

SECTION 3: If the office of President becomes vacant, the Vice President shall succeed to that office for the remainder of the term and for the term following.  If the office of Vice President, Treasurer, or Administrator becomes vacant, a successor shall be appointed by the Executive Board.

SECTION 4: Elected members of the Executive Board may be removed from office by unanimous vote of all the other voting members of the Board.  If the vote is not unanimous, but is at least 2/3 in favor, the Board may elect to refer the matter to the membership for a ballot vote.  If the vote of the Board is unanimous, the member who has been removed shall have the right to appeal directly to the membership for a ballot vote.

SECTION 5: Five shall constitute a quorum that is required for business to be transacted at Executive Board Meetings.

SECTION 6: All members of the Executive Board must be members in good standing of both National AWIS and the MASS AWIS Chapter.

SECTION 7: The Association shall indemnify any Officer and Executive Board member of the Chapter against any action or proceeding other than one by or in the right of the Chapter to produce a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture,  trust, employee benefit plan or other enterprise, by reason of the fact that the officer or director, the officer’s or director’s testator, or intestate, was a director or officer of the corporation, against  judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Officer and Executive Board member acted, in good faith, for the purpose which the Officer and Executive Board member reasonably believed to be in the best interests of the Chapter, and in criminal actions or proceedings, in addition had no  reasonable cause to believe that the conduct was unlawful.  

No indemnification shall be made in respect of a threatened action, or a pending action which is settled or otherwise disposed of any claim, issue or matter as to which person shall have been adjudged to be liable to the corporation, unless, and only to the extent that the court in which the action was brought, or if no action was brought, the Executive Board determines that the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court or Executive Board deems proper.

Article II. Duties of Officers

SECTION 1: The President shall:

  1. Preside at Chapter meetings of MASS AWIS and at meetings of the Executive Board.
  2. Represent MASS AWIS at national meetings of AWIS.
  3. Coordinate business and affairs of MASS AWIS.
  4. Act as liaison for MASS AWIS to National AWIS, receiving and responding to communications from National AWIS. Ensures that communications are distributed appropriately to other members of Executive Board.
  5. Perform other duties incident to the office as required by the Constitution and Bylaws or by the Executive Board.

SECTION 2: The Vice President shall:

  1. Perform all duties of the President in the absence, disability, or resignation of the President.
  2. Assist the President and Past President in the performance of their duties.
  3. Perform other duties incident to the office as required by the Constitution and Bylaws or by the Executive Board.

SECTION 3: The Past President shall:

  1. Assist the President and Vice President in the performance of their duties.
  2. Perform other duties incident to the office as required by the Constitution and Bylaws or by the Executive Board.

SECTION 4: The Administrator Shall:

  1. Prepare and distribute to all Executive Board members an agenda for each Chapter meeting at least two weeks before the scheduled meeting.
  2. Keep minutes of the Chapter meetings and Executive Board meetings.
  3. Perform other duties incident to the office as required by the Constitution and Bylaws or by the Executive Boards.

SECTION 5: The Treasurer shall:

  1. Receive all chapter dues, donations, and other income; keep these monies in an authorized (and insured) financial institution; and disburse all monies to be paid by MASS AWIS.
  2. Maintain financial records for MASS AWIS.
  3. Pay all invoices and request for reimbursement by check, bank draft using checking account info online, or PayPal account.
  4. Prepare and present a financial report to the Executive Board at quarterly board meetings. Prepare a year-end financial report which shall be part of the MASS AWIS Annual Report. Submit the MASS AWIS Annual Report to National AWIS which includes the financial report and summary of the chapter activity after the close of the fiscal year (June 30). Submit form 990N-E to the IRS by Nov 15.
  5. Assist the Membership Committee in maintaining membership records and determining membership status.
  6. Prepare annual budgets for all Committees and provide assistance to Committee Chairs with regards to budget management.
  7. Perform other duties incident to the office as required by the Constitution and Bylaws or by the Executive Board.
Article III. Committees

SECTION 1:  Committee Chairs duties:

  1. Manage the operational aspects of the Chapter specific to the function of their Committee.
  2. Perform other duties incident to the office as required by the Constitution and Bylaws or by the Executive Board.

SECTION 2: There shall be the following standing committees:

  1. Events Committee: responsible for organizing educational and social events for the Chapter.
  2. Mentoring Committee: responsible for managing the Mentoring Circle program and any additional mentoring activities initiated by the Chapter.
  3. Membership Committee: responsible for attracting new members, maintaining member relations, and ensuring a positive experience for all members.
  4. Communications Committee: responsible for all communication with members and the broader community.  Mechanisms of communication include the listserv, social media, and the website.
  5. Sponsorship Committee: responsible for seeking and maintaining donors willing to support the mission of the Chapter.

SECTION 3: Committees may be created or terminated as deemed necessary by the Executive Board without an immediate amendment to the Bylaws.

SECTION 4: Any member in good standing with the Chapter may serve on any committee

Article IV. Nominations and Elections

SECTION 1: An election shall be held once each year to fill the offices of President, Vice President, Treasurer, Administrator, and all Committee Chairs for the next term. This election shall be held no later than one month prior to the expiration of the current term.

SECTION 2: Nominations and Elections are managed by the Executive Board.   No later than three months prior to the next election, the Board will solicit nominations and select a slate of candidates to present to the members of MASS AWIS for the following year.

SECTION 3: The leadership slate must be formally ratified by the members.  The entire slate is ratified by a single ballot and the Board may call for ballots to be cast either in person, at a Chapter meeting, or via electronic survey.  Each member in good standing has one vote.  A majority of the members voting is necessary to approve the nominations.  

Article V. Dues and Membership

SECTION 1: The annual chapter membership dues shall be established by the Executive Board and approved by the membership. Full members pay Chapter dues annually together with their National dues.  Student members have the option of joining only at the Chapter level and pay dues annually directly to the Chapter.  Both full and student members are recognized as members in good standing of MASS AWIS and are eligible for chapter benefits.

Article VI. Meetings

SECTION 1: An Annual Chapter Meeting will be held each year.  Special meetings may be called by the President. Individual Committees will meet more frequently throughout the year.  Educational or social events shall be held on a regular basis.

SECTION 2: The Executive Board shall meet at least four times per year to review ongoing operations and chapter activities, to review policy decisions, and to drive the strategic direction of the Chapter. Executive Board meetings shall be open to members of MASS AWIS.  An Executive Session may be called for by any Board member in order to discuss confidential or sensitive topics, during which time general members in attendance will be asked to step out of the room.

Article VII. Annual Report

The Executive Board shall prepare an Annual Report, summarizing the activities and financial status of MASS AWIS for the previous fiscal year. The Annual Report shall be presented to the full Board of Directors and subsequently recorded as part of the Chapter record.  It shall also be made available to the Chapter membership and supplied to the Executive Board of National AWIS as directed in Article VIII.

Article VIII. Responsibilities to National AWIS

As a chapter of National AWIS, MASS AWIS must provide the National Headquarters with the following information:

  1. The Chapter’s current address and the name, telephone number and e-mail address, if available, of the primary contact person. National AWIS must be notified when there is any change in this information.
  2. A list of the Chapter officers within 30 days of their election, including addresses, email addresses and phone numbers. MASS AWIS must notify National AWIS of any changers in those offices, or in their addresses or phone numbers.
  3. A copy of the MASS AWIS annual report by September 30 of each year.
Article IX. Amendments

Amendment to the Bylaws may be submitted at any time to the Executive Board for review. The final version of the amendment is to be submitted to the members of the Chapter for approval by ballot vote. A simple majority of the members voting is required for ratification. Any approved amendments must also be submitted to National AWIS for review and approval.

Article X. Dissolution

SECTION 1: In the event of the dissolution of MASS AWIS, all assets shall be donated to the AWIS Educational Foundation, in accordance with National AWIS guidelines and/or state regulations.

SECTION 2: National AWIS shall be notified in writing of the dissolution and shall receive the records of the chapter.

Article XI. Parliamentary Procedure

The Chapter shall abide by Robert’s Rules of Order, Newly Revised in conducting its business meetings.