MAEN By-Laws

Missouri Alternative Education Network
By-Laws
October 13, 2010
Revised 12/16/2019

Article 1
Name of the Organization

The organization shall be known as The Missouri Alternative Education Network, a Missouri not-for-profit corporation.

Article 2
Purpose

Section 1.  The purpose of Missouri Alternative Education Network is to meet the needs of students, parents, teachers, administrators and Missouri’s general citizenry through a professional organization dedicated to the improvement of alternative education by: Gathering and disseminating information to and about alternative education; Assisting school districts wishing to establish an alternative school program; Assisting alternative schools/programs and/or school districts that are experiencing difficulties; Promoting meetings, workshops, tours, and other professional activities; and strengthening public support for alternative education as an important part of the total educational system. The organization will serve as a communication link between educators, various federal, state, and local agencies, private groups, industries and individuals to assist in the dissemination of information that is critical to serving at-risk students and youth.

Section 2.  The corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code.

Article 3
Offices

The primary offices of the Missouri Alternative Education Network shall initially be located in the Hall McCarter Education Center, 5000 NW Valley View Road, Blue Springs, MO 64015. The offices may be relocated as necessary.

Article 4
Membership

Membership in the association is complementary to persons who attend the Annual Conference or register on-line at maen4kids.com. Members are encouraged to be active participants by voting, holding office, attending regional meetings and the state annual meeting.

Article 5
Executive Officers

Section 1.  The Executive Officers will be: President, President-Elect, Past-President, and Treasurer.

Section 2.  The Board of Directors will elect the President, President-Elect, and Treasurer for two year terms at the Board of Directors meeting prior to the start of the annual conference beginning July 17, 2020.
a.  Past-President will serve a one year term as a non-voting member.
b.  The Treasurer position may be re-elected.
c.  Board of Directors must serve on the Board for a period of two years prior to becoming an Executive Officer.
d.  Board Members that are elected as Executive Officers will relinquish their Regional Director position and a new Regional Director will be elected for the remainder of the term at the regional meeting during the annual conference.

Section 3.  In the event an Executive Officer is unable to fulfill the term of office, the Board of Directors will fill the unexpired term with a current member.

Section 4.  Executive Officers, with the exception of the Past-President, will be voting members of the Board of Directors.
Initial officers:
President, Chris Denham
Vice-President, Anne Wall
Secretary, Debbie From
Treasurer, Greg Almus

Article 6
Duties of the Executive Officers

Section 1.  The President will preside at all MAEN meetings of the Board of Directors, recommend committee appointees to the Board of Directors for approval, and perform all other duties as needed, including the delegation of responsibility to officers and the Board. The President assists the Administrative Assistant and Treasurer in developing and monitoring the annual budget. The President will lead the Board of Directors in establishing goals for the organization; act as
spokesperson; and as an ex-officio member of all committees; and see that all committees function appropriately.

Section 2.  The President-Elect will work with the President in his/her duties and assume the President’s duties in the absence of the President. President Elect will attend all monthly Board of Directors meetings.

Section 3.  The Past President will continue on the board to assist the president and the board as needed.

Section 4.  The Treasurer will work with the Administrative Assistant to develop the monthly financial reports; verify the budget and finances are balanced and accounted for; give the financial report at the monthly Board of Director meetings and develop the annual budget. He/she will also sign checks for disbursement of funds for the Administrative Assistant’s salary.

Article 7
Amendments

These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting of the Board of Directors of the organization.

Article 8
Meetings

The organization will meet at least once a year. At regularly scheduled meetings of the organization, each member present shall be entitled to one vote. One vote over half of the membership present at the meeting will constitute a majority vote.

Article 9
Board of Directors

Section 1.  The Board of Directors shall govern the organization. The Board Of Directors includes the Executive Officers and the Regional Directors.

Section 2.  Members of the Board of Directors will represent the seven regions of the state as outlined by the Missouri Alternative Education Network. There shall be one representative from the following regions: Northwest, Northeast, Central, Southwest, Southeast, and two representatives each from St. Louis and Kansas City. Board members will be appointed for two year terms.

Board Of Director members will be elected by the general members in their regional meetings at the annual conference. Newly elected members shall begin their term on September 1 of the election year. Board Of Director vacancies occurring prior to the end of a term shall be filled by appointment through a majority vote of the remaining Board Of Director members.

Initially, the Board of Directors shall consist of the following members:
Debbie From, Northwest; Chris Denham, Northeast; Sam Gilkey and Sharon Nibbelink, Kansas City; Anne Wall, Central; Don Padfield and Greg Almus, St. Louis; Gary Mitchell, Southwest; open, Southeast; Richard Phillips and Linda Washburn, MSSN, Members at Large.

Section 3.  Meetings of the Board of Directors
a.  There shall be at least one meeting per year of the Board of Directors at a time and place to be determined by the Board.
b.  A meeting may be convened by the President, or upon the request of five voting members of the Board of Directors.
c.  Board of Director members shall be notified of Board meetings in writing at least five business days in advance of the meeting. In the event of emergency circumstances, a meeting may be held without the five days notice. In such instances, all members of the Board of Directors shall be notified at least 48 hours in advance of the meeting; notice in these cases may be by telephone or other electronic means.
d.  A minimum of seven members of the Board of Directors shall represent a quorum. A quorum must be present for purposes of conducting business or making binding decisions at any Board meeting.
e.  Directors shall be automatically removed from office at the end of the third meeting from which the member is absent, unless the Board of Directors by majority vote of members entitled to vote, declares that one or more of the member’s absences are excused.

Article 10
Committees

The association, through its Board of Directors, may establish such committees as may be desirable.  Chairpersons of the committees will be appointed by the President and approved by the Board of Directors.

Article 11
Rules of Order

The rules contained in the latest edition of Robert’s Rules of Order, Revised; shall govern meetings and procedures to be followed in all areas where they are consistent with these by-laws of the Articles of Incorporation of the Missouri Alternative Education Network.

Article 12
Dues, finances, and assessments

Section 1.  The fiscal year of the organization shall be January 1 through December 31. The Board of Directors may establish dues, membership fees, assessments, registration fees, or other similar requirements prior to December 30. The Administrative Assistant shall be responsible for ensuring that all funds received by the organization are properly deposited, expended, and accounted for. The organization is authorized to receive contributions, grants, gifts, bequests, or other funds designated for the Missouri Alternative Education Network.

Section 2.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.

Article 13
Policies

The Board of Directors may establish policies and/or procedures for the organization. These policies shall be made available to the membership upon request.

Article 14
Legislative or Political Activities

No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the incorporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.

Article 15
Operational Limitations

Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding
provision of any future United States Internal Revenue Law).

Article 16
Dissolution Clause

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or the such organization or organizations organized and the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

End