By-Laws of SkillsUSA Massachusetts, Incorporated 2024–2025 SkillsUSA Massachusetts Advisors’ Handbook Chapter 2: SkillsUSA Massachusetts Administration • 23 guidelines as shall be in accordance with the provisions of the Certificate of Incorporation, these Bylaws, and the laws of the Commonwealth of Massachusetts. Section 2: The SkillsUSA Massachusetts Board of Directors shall govern the management of the business of the corpo- ration, and subject to the restrictions imposed by law, by the Articles of Incorporation or by the By-Laws, may exercise all the powers of the organization. Furthermore, the Board is directly responsible for the development and implementa- tion of all Board policy and procedures regarding the activi- ties of the SkillsUSA Massachusetts program. 1. The Executive Committee is composed of the presi- dent, vice-president, secretary, treasurer, and Execu- tive Director (ex-officio). 2. If for any reason a member becomes inactive, the Skill- sUSA Massachusetts Board of Directors reserves the right to replace that person with a new member for the duration of the term. 3. The Executive Committee willbe elected to a five-year term. Elections will be conducted on a staggered basis to ensure continuity of leadership. 4. The board may also appoint members’ emeritus, usually former members of the board, who can bring advice/ counsel to the board.The emeritus positions have no voting privileges. Section 3: A Board of Directors consisting of 15 members and 3 ex-officio members who shall be as follows shall admin- ister the affairs of this organization: • Four members representing the four SkillsUSA standing committees, serving two year terms not to exceed five consecutive terms (10 years) • Nine members, elected at-large by the Board of Direc- torsserving five year terms not to exceed two consecu- tive terms (10 years) • A Representative of the State Executive Council, serving a one year term not to exceed one term (1 year) • A Representative of the Massachusetts Assn. of Voc. Administrators, serving two year terms not to exceed five consecutive terms (10 years) • A Representative of the Massachusetts Vocational Association shall serve as an ex-officio, non-voting member of the Board of Directors • The Advisor of the SkillsUSA Massachusetts Alumni- Association shall serve as an ex-officio, non-voting member of theBoard of Directors • The Treasurer shall serve as an ex-officio, voting member of the Board of Directors • The Corporate member(s) of SkillsUSA Massachusetts Incorporatedshall be Board member(s) or designee of the Department of Elementary and Secondary Educa- tion serving as required by the National By-Laws of SkillsUSA, Inc. Section 4: At each annual meeting, the Corporation members shall elect a representative for athree-year term to fill the position of Chapter Advisor’s representative, representing the Education Standing Committee as these become vacant upon the expiration of the terms of office as specified herein. Section 5: In case any member of the Board of Directors shall, by death, resignation, incapacity to act, or otherwise cease to be a member of the Board during his/her term, a successor shall be chosen by majority vote of the members of the Board remaining in office to serve until the next Corpo- ration meeting at which time an election shall be held for a new term. Three consecutive unexcused absences from the Board of Directors meetings shall constitute a member’s resignation. a. Business members appointed shall: -- Be representative of their respective organiza- tions with the full knowledge and endorsement of their company or union. Travel expenses related to participation are expected to be paid by the member’s company or union. -- Represent state or national-level organizations. -- Beselected based upon the volunteer or financial commitments made to SkillsUSA by their orga- nization and their individual personal contribu- tions of service or personal abilities to be brought to the Board of Directors. Section 6: Newly elected or appointed members of the Board of Directors shall assume their offices and duties at the closing gavel of the meeting at which they were elected. All terms of office shall begin at this time. Section 7: The Board of Directors may, by resolution adopted by a majority of the Board members in office, designate and appoint a committee composed of three members to have and exercise such powers of the Board of Directors as the Board may, by resolution, delegate to such committee. Section 8: The Board of Directors shall establish reasonable annual membership dues for its chartered Chapters. ARTICLE VI Meetings of the Board of Directors Section 1: At all meetings of the Board of Directors, the pres- ence of not less than fifty percent plus one memberof the Board shall constitute a quorum for the transaction of business. Section 2: Special meetings of the Board of Directors shall be held at such time and place, or by telephone conference call, as the President or the Executive Director shall desig- nate. Five business days’written notice shall be given for all special meetings. Section 3: A vote of the Board of Directors may be taken by mail, e-mail or fax.
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