Bylaws – Amended April 2020
Westborough Fine Arts Education Association, Inc.
ARTICLE 1 - NAME
The name of this organization shall be the Westborough Fine Arts Education Association, Inc. For the purpose of identification and brevity, any mention of the Westborough Fine Arts Education Association, Inc. shall be referred to as WFAEA.
ARTICLE II - OBJECTIVES
The objectives of WFAEA shall be as follows:
To cultivate and maintain an enthusiastic interest in all Fine Arts programs of the Westborough Public Schools.
To lend all possible support to the Fine Arts programs in the Westborough Public Schools and specifically to the head of the Fine Arts Department.
To build and maintain an organization which will help promote the enrichment activities of the Fine Arts Department of the Westborough Public Schools.
ARTICLE III - MEMBERSHIP & APPLICATION
Section 1 – Membership
The membership of WFAEA shall not be limited. Anyone interested in the progress and development of the Fine Arts programs of the Westborough Public Schools shall be eligible for membership.
Section 2 – Application
Application for membership shall be made by application to WFAEA and the payment of dues thereof.
Section 3 – Standing
An individual who has submitted a membership application and payment of dues is considered a member in good standing.
Section 4- Resignation
Any member of WFAEA may resign at any time, but such resignation shall not entitle such member to a rebate of dues paid.
ARTICLE IV – DUES
WFAEA annual dues shall be determined at the Annual Meeting by an affirmative vote of the general membership. The membership fee is due and payable each year by September 30th, or at the time of application. Payment of dues allows one vote per application for WFAEA business at meetings.
ARTICLE V - MEETINGS
Section 1 - Annual Meeting
An annual meeting open to all members for the nomination and election of officers and the transaction of other business pertinent to the affairs of WFAEA shall be held as the last monthly meeting of the year. The Westborough Fine Arts Education Association shall send notice of the Annual Meeting to each member belonging to WFAEA at least ten days prior to the meeting by email. At the discretion of the President, where extenuating circumstances prevent an in-person meeting being called to order, the annual meeting may be conducted via an on-line video meeting, provided a quorum of seven (7) voting members are able to attend, are visible to each other and are able to participate in discussions.
Section 2 - General Meetings
WFAEA shall hold general meetings monthly from September through June open to the public for the purpose of conducting the business of the organization. Anyone may attend monthly meetings, but only members in good standing as defined in Article III, Section 3 may vote on the business of the organization. A list of the year's monthly meeting dates, times, and locations shall be distributed at the September general meeting, and submitted to the school district online calendar. At the discretion of the President, where extenuating circumstances prevent an in-person meeting being called to order, general meetings may be conducted via an on-line video meeting, provided a quorum of seven (7) voting members are able to attend, are visible to each other and are able to participate in discussions.
Section 3 - Special Meetings
Special meetings may be called by the president, a vote of two-thirds of the Executive Committee of WFAEA, or upon a written request submitted to the President by five of the members not on the Executive Committee. Notices of such meetings shall be provided to each member of WFAEA by the President at least two days prior to the meeting. The president will convene the meeting within 14 days of the request.
Section 4 - Executive Committee
The Executive Committee shall meet as deemed necessary by the President for the purpose of conducting WFAEA business. At the discretion of the President, the Executive Committee may conduct virtual meetings through email or using audio or video conferencing technology, providing a majority of the Executive Committee is able to participate.
Section 5 – Quorum
A quorum of seven (7) voting members is needed for regular and special meetings to vote on WFAEA business.
A majority of the Executive Committee membership shall constitute a quorum at any Executive Committee meeting.
Section 6 - Meeting Agendas
The President shall establish meeting agendas in conjunction with the head of the Fine Arts Department. Any member may request that an item be placed on the agenda for discussion by contacting the President 48 hours in advance of the meeting. Any agenda item requiring a vote of the membership must be submitted in writing to the President at least five (5) business days prior to the meeting.
ARTICLE VI - ELECTION OF OFFICERS
Section I – Officers
Nominations of officers shall be presented by the Nominating Committee and accepted from the floor by the members of WFAEA at the Annual Meeting.
Section 2 – Balloting
Election shall be by written ballot by a majority of the members present. The nominating committee will be responsible for providing ballots at every election. The ballots will be shredded after the election. At the discretion of the President, where extenuating circumstances prevent the organization from holding in-person meetings for an extended period of time, an exception to this rule may be made which allows voting by roll call during an on-line video meeting, provided a quorum of seven (7) voting members are able to attend, are visible to each other and are able to participate in discussions.
ARTICLE VII - OFFICERS AND EXECUTIVE COMMITTEE
Section 1 - Officers
The officers of WFAEA shall be President, Vice-President, Treasurer, and Secretary. Any of the officer positions may be shared by two people. The term of office for the officers shall be one year from July 1 to June 30 of the following year. Officers shall be eligible for reelection but shall not serve for more than three consecutive terms in the same office. At the discretion of the President, where extenuating circumstances cause an interruption in the normal school year and/or a viable candidate cannot be brought forth by the nominating committee, an exception to the three-term limit may be made for the purpose of continuity of the organization.
The officers shall appoint Standing Committees and any other such special committee as they or the membership deem necessary. The Standing Committees shall be appointed prior to June 30. Officers shall be members in good standing of WFAEA as defined in Article III, Section 3.
Section 2 - Executive Committee
The Executive Committee shall consist of the President, Vice-President, Treasurer, Secretary, and the head of the Fine Arts Department.
Section 3 - Duties of the President
The President shall be the Chief Executive Officer of WFAEA. The President shall preside at all meetings of WFAEA and the Executive Committee, and shall call such meetings as specified in Article V. The President shall submit an annual report at the Annual WFAEA Meeting. It shall be the President's duty to exercise supervision over the activities and welfare of WFAEA and keep the members of the Executive Committee informed of all matters pertaining to the affairs of WFAEA. The President may authorize spending of money up to but not to exceed $250 for non-budgeted items without a vote if needed. It is the President’s responsibility to ensure that Non Profit Director and Officer Liability Insurance, and Commercial General Liability Insurance coverage is maintained on a yearly basis for the organization. The President shall serve as a member of the Superintendent of Westborough Public Schools Advisory Council.
Section 4 - Duties of the Vice-President
The Vice-President shall, in the absence of the President, perform all duties and assume all responsibilities of the President. The Vice-President will review the bylaws yearly with a committee of at least 2 other members.
Section 5 - Duties of the Treasurer
The Treasurer shall receive and disburse the funds of WFAEA as established by the budget and authorized by the Executive Committee. The Treasurer shall keep and preserve proper vouchers and books of account which shall be open for examination by the Executive Committee and/or the membership of WFAEA. The Treasurer shall also make the voucher records and books of account available annually for audit by an auditing committee duly appointed by the President. The audit results will be presented no later than the October general meeting. The Treasurer will ensure that the organizations income tax, 990 filing and Attorney General public charities filing is completed and on time. The Treasurer shall deposit funds of WFAEA in such banks as may be approved by the Executive Committee. All checks drawn upon the funds of WFAEA shall require the signature of the Treasurer or President. The Treasurer shall submit an annual report to the membership at the Annual Meeting. In addition, the Treasurer shall submit a financial report at each general meeting and shall also present other financial reports as may be requested by WFAEA. The Treasurer will prepare a proposed annual budget for the next fiscal year to be reviewed by the budget committee as defined in Article VIII, Section 3. The Annual Budget will be voted on at the Annual Meeting.
Section 6 - Duties of the Secretary
The Secretary shall prepare and keep minutes of all WFAEA meetings and prepare and present necessary reports to WFAEA. The minutes will be prepared for distribution to the membership a minimum of two days prior to the next meeting. The Secretary shall keep a roster of Standing Committees, and perform other related duties as may be assigned by the President and Executive Committee. The Secretary shall be designated as “Clerk” in accordance with Massachusetts General Law.
Section 7 - Duties of the Executive Committee
The Executive Committee shall coordinate and execute the programs and projects approved by WFAEA. The Executive Committee shall manage the affairs and funds of WFAEA acting with full powers as authorized by the membership.
Section 8 – Vacancies
Executive Committee vacancies shall be filled by appointment for the unexpired term by a majority vote of the Executive Committee.
Section 9 – Removal of Officers
An elected Officer may be removed, with or without cause, by a vote of two-thirds of the membership present at a general or special meeting, except that an Officer may be removed by a simple majority for failure to attend three consecutive general meetings. An officer removed by the membership may seek a review of the action at the Annual Meeting, and may be reinstated to office by a majority vote of members present at the meeting.
ARTICLE VIII – STANDING COMMITTEES
Section 1 – Committees
The Executive Committee shall establish a Nominating Committee, a Budget Committee, and an Auditing Committee (the “Standing Committees”), and such other committees as the Executive Committee determines at any time as may be required for the effective operation of WFAEA. Each Committee shall have the duties and responsibilities assigned to it by the Executive Committee.
Section 2 - Nominating Committee
The Nominating Committee shall consist of no fewer than three members appointed by the President. They shall present a slate of nominees for election to the members of WFAEA at the Annual Meeting.
Section 3 - Budget Committee
A committee comprised of the President, Treasurer, and head of the Fine Arts Department shall establish the annual budget for WFAEA. The proposed budget shall be presented to the membership for approval at the annual membership meeting at the end of the year. The budget needs approval by majority vote of the membership attending the Annual Meeting.
Section 4 - Auditing Committee
An independent audit shall be conducted annually. The Auditing Committee shall consist of no fewer than three members appointed by the President. The members of the Auditing Committee shall not be officers of WFAEA for the period being audited. The Auditing Committee shall be responsible for reviewing the financial records of WFAEA and reporting back in writing to the President. The report will be presented no later than the October general meeting.
ARTICLE IX - SCHOLARSHIPS
Section 1- Number of Scholarships and Amount
The number of scholarships to be awarded and the amounts shall be determined yearly by the WFAEA membership in conjunction with the adoption of the WFAEA annual budget. To be eligible students must submit a standard scholarship form to WFAEA. Specific scholarship eligibility criteria can be found on the scholarship application form.
Section 2 - Special Scholarships
WFAEA will administer memorial or special scholarships at the request of private donors. The amount and number of scholarships as well as the selection criteria shall be determined by the private donor. Scholarship recipients will be determined by the head of the Fine Arts Department and the Fine Arts faculty, unless specified otherwise by the donor. To be eligible students must follow the processes stipulated by the donor. If no process is stipulated, the executive committee will decide the process for administering the scholarship.
ARTICLE X - AMENDMENTS
Proposals for amendment to these Bylaws may be initiated by the Executive Committee, By-law review committee, or by petition of any fifteen (15) members of WFAEA who are in good standing as defined in Article III, Section 3. Each proposed amendment must be submitted in writing to the Executive Committee who shall review the proposed amendment. After review by the Executive Committee, the proposed amendments shall be distributed to all members in good standing five days prior to the consideration of the proposed changes at a meeting of WFAEA. An amendment shall become effective upon receiving two-thirds affirmative vote of the membership present at the meeting.
ARTICLE XI - DISSOLUTION
Should WFAEA enter dissolution, all monetary funds shall be transferred to a fund which supports Fine Arts programs to Westborough Public School students. The head of the Fine Arts department will manage the fund with recommendations from the Fine Arts staff.