Article I - NAME
The name of the Corporation shall be the MIDWEST ASSOCIATION
OF STUDENT FINANCIAL AID ADMINISTRATORS.
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Article II - OFFICES
Section 1.
The principal place of business of the Corporation
shall be in the City of Cleveland, County of Cuyahoga,
State of Ohio.
Section 2.
The Corporation may also have offices at such other
places both within and without the State of Ohio as
the Executive Council may from time to time determine
or the operation of the Corporation may require.
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Article III - PURPOSE
The purpose or purposes for which the Midwest Association of Student
Financial Aid Administrators is formed are:
- To foster and promote standards of professional
preparation for the financial aid profession, and
the appointment, effectiveness, recognition, and
association of student financial aid administrators
and counselors in post-secondary institutions and
other public and private agencies and organizations
concerned with or engaged in the support and/or
administration of student financial aid.
- To serve the needs and interests of students,
faculties, and administrations of post-secondary
institutions and of individuals and public and private
agencies and organizations concerned with or engaged
in the support and/or administration of student
financial aid by promoting and facilitating the
coordination of student financial aid plans and
programs and by advising and assisting them in the
promotion and development of effective programs
of student financial aid.
- To promote and facilitate communications between
secondary and post-secondary institutions and those
organizations involved in the disbursement of student
financial aid funds.
- To stimulate, promote, and conduct systematic
studies and research, cooperative experiments, education,
conferences, and such other related activities as
are desirable or necessary in fulfilling the purposes
of the regional, state, and national associations.
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Article IV - REPRESENTATION
Section 1.
The Corporation may officially be represented only
by the Executive Council and those individuals designated
by the Executive Council.
Section 2.
Use of MASFAA properties such as the logo, name, and
stationery is considered representation of the Corporation
and is therefore limited for use by the Executive
Council and their designees in the conduct of official
Corporation business.
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Article V - MEMBERSHIP
Section 1. Types of Membership
Membership shall be of three types: regular, associate,
and retired membership. Application for membership
in the Corporation shall be made to the Treasurer
for processing.
- Section 2. Regular
Membership
- Regular membership shall be limited to persons
actively engaged in the administration of student
financial aid in post-secondary institutions located
in any of the following states: Illinois, Indiana,
Iowa, Michigan, Minnesota, Missouri, Ohio, West
Virginia, and Wisconsin.
- Each regular member shall be entitled to vote
as a member of the Corporation, to hold office
in the Corporation, and to be a committee member
or chairperson, and shall be urged to attend annual
meetings, work conferences, and all other meetings
of the Corporation.
- Section 3. Associate
Membership
- Associate membership shall be open to persons
representing public and private agencies and organizations
concerned with or engaged in the support and/or
administration of student financial aid. Associate
membership shall also be open to persons actively
engaged in the administration of student financial
aid in post-secondary institutions in states other
than those listed in Article IV, Section 2(a).
- Each associate member shall be entitled to
vote, to be a committee member or chairperson
unless otherwise specified, and shall be encouraged
to attend annual meetings, work conferences, and
all other meetings of the Corporation.
- Section 4. Retired
Membership
- Retired membership shall be open to persons
who have retired from a regular or associate membership
in MASFAA.
- Each retired member shall be entitled to vote,
to be a committee member or chairperson unless
otherwise specified, and shall be encouraged to
attend annual meetings, work conferences, and
all other meetings of the Corporation.
- Section 5. Dues
- The amount of annual dues for membership as
a regular, associate, or retired member of the
Corporation shall be determined by the Executive
Council.
- The membership year shall be the same as the fiscal year. An individual will not be considered
a member for the year until the dues are paid.
- Membership of good standing in the Corporation
is maintained through the payment of annual dues.
Section 6.
Any member of the Corporation shall be dropped from
membership for nonpayment of dues.
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Article VI - OFFICERS OF
THE CORPORATION
Section 1.
The officers of the Corporation shall be the President,
President-Elect, Vice President, Secretary, and Treasurer.
Section 2.
All officers of the Corporation shall be elected at
large from among the regular members of the Corporation.
The President, President-Elect, and Secretary shall
serve for one (1) year terms or until a successor
is elected. The Vice President and Treasurer shall
serve for two (2) year terms or until their successors
are elected. The Vice President and Treasurer shall
be elected in alternate years.
Section 3.
The President-Elect shall automatically become President
of the Corporation upon the death, resignation, or
removal of the President, or at the adjournment of
the annual meeting of the Corporation to be held during
the next annual meeting after the commencement of
the term as President-Elect.
Section 4.
The term of office for elected officers shall begin
following the adjournment of the annual meeting of
the Corporation immediately following the election.
Section 5.
With the exception of the President and President-Elect,
an elected officer may be a candidate for re-election.
- Section 6. Duties of the Officers
- The President shall be the chief elected officer
of the Corporation, shall preside at all meetings
of the Corporation, and shall be Chairperson of
and preside at all meetings of the Executive Council.
The President shall appoint the members of all
committees, except as otherwise specified in the
Articles of Incorporation or By-Laws, and shall
be an ex-officio member of all committees. The
President shall submit an annual report to the
Corporation on all matters which may be of interest
or concern to the members of the Corporation which
have taken place during that term of office.
- The President-Elect shall perform the duties
of the President in the event of absence or incapacity
of the President.
- The Vice President shall perform the duties
of the President in the event of absence or incapacity
of both the President and the President-Elect
and shall perform such duties as are assigned
by the President or prescribed by the Executive
Council. The Vice President shall chair the Finance
Committee.
- The Secretary shall be responsible for keeping
and maintaining the records of the Corporation
and the Executive Council and for the mailing
of meeting notices and such other communications
as provided for in the Articles of Incorporation
and/or By-Laws.
- The Treasurer shall represent the Corporation
in, and be responsible for, the receipt and expenditure
of funds in accordance with the directives established
by the Executive Council. The Treasurer shall
be ready whenever required to give to the Executive
Council all funds and financial records and shall
give the same to the elected successor upon termination
of the term of office. The Treasurer shall submit
a duly audited annual financial report to the
Corporation and shall be under such bond as determined
by the Executive Council.
Section 7. Compensation and Expenses of Officers
The elected or appointed officials of the Corporation
shall not receive any compensation for their services
as such to the Corporation. Any necessary travel expenses
of an elected or appointed official to represent the
Corporation may be paid from Corporation funds by
approval of the President.
- Section 8. Vacancies in Office
- A vacancy created by the death or resignation
of the President shall be filled by the President-Elect.
A President-Elect succeeding to the office of
President through such vacancy shall serve the
full one year term as President in addition to
serving the unexpired term of the deceased or
resigned President.
- A vacancy created by the death or resignation
of the President-Elect shall be filled by the
Vice President. A Vice President succeeding to
the office of President-Elect through such vacancy
shall serve the unexpired term of the President-Elect
and shall automatically become President of the
Corporation at the next annual meeting after commencement
of the term as President-Elect.
- A vacancy in any office other than that of
President or President-Elect shall be filled with
a regular member of the Corporation to be appointed
by a majority vote of the Executive Council from
nominations by the President. Such appointment
shall be on an interim basis until the next general
election of officers and shall not prejudice the
election of the incumbent to a regular term of
office.
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Article VII - EXECUTIVE
COUNCIL (TRUSTEES)
Section 1. Definition
The Trustees of the Corporation shall be designated
and known as the Executive Council. The term "Executive
Council" as used in the By-Laws shall be synonymous
with the term "Trustee" as used in Sections
1702.01, et seq., Revised Code of Ohio.
Section 2. Number/Term
The Executive Council shall be composed of the incumbent
officers, the immediate Past President, one member
selected by each of the state associations listed
in Article IV, Section 2(a), and four members elected
at large. Members elected at large serve two-year
terms with two terms expiring each year. All members
of the Executive Council must be members of MASFAA.
The members of the Executive Council shall be not
less than three.
- Section 3.
Powers of the Executive Council
- Except as otherwise provided by law, the Articles
of Incorporation or the By-Laws, the Executive
Council shall exercise all of the authority of
the Corporation and shall perform the functions
of the Corporation during the interim between
meetings of the Corporation. Such authority shall
not include that of rescinding or modifying any
official action taken by the Corporation membership.
- The Executive Council shall cooperate with
other regional associations whose purposes and
ideals are compatible with those of this Corporation.
- Section 4.
Meetings of the Executive Council
- Meetings of the Executive Council may be called
by the President or upon written request by at
least ten (10) members of the Executive Council.
The Secretary will notify the Council within fifteen
(15) days of the written request and the special
meeting shall be held within fifteen (15) days
of the notification. At the specially called meeting
only business given in the call can be transacted.
The time and place of such meetings shall be designated
by the President.
- A majority of the Executive Council shall constitute
a quorum at any official meeting of the Executive
Council.
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Article VIII - MEETINGS
The Corporation must meet in an annual meeting. The time and place
of each such annual meeting shall be fixed by the
Executive Council and written notice thereof shall
be given to all members of the Corporation at least
thirty (30) days prior to the time so fixed. One-fifth
of the eligible voting members of the Corporation
shall constitute a quorum of the Corporation.
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Article IX - COMMITTEES
Section 1.
Committees of the Corporation (Standing, Discretionary,
and Ad Hoc or Special Committees) may be created to
promote the purposes of the Corporation.
Section 2.
The Corporation shall have the following Standing
Committees: Finance, Nominations and Elections, Membership,
Professional Development, Annual Conference Planning,
and Association Governance and Planning.
Function, criteria for membership, and jurisdiction
of all committees are outlined in the Corporation's
Policy and Procedures Manual.
Section 3.
Discretionary and Ad Hoc or Special Project Committees
may be created to promote the purposes of the Corporation
or to carry out necessary functions of the Corporation.
Creation and number of such committees, and determination
of their function, criteria for membership, and jurisdiction
shall be the responsibility of the President subject
to approval of the Executive Council.
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Article X - EMPLOYEES
Provided necessary funds are available, the Corporation may employ
personnel whose titles, duties, and remuneration shall
be determined by the Executive Council. Necessary
expenses of any such employees may be paid from the
funds of the Corporation under the policies of the
Executive Council established for such payments.
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Article XI - AMENDMENTS
OF ARTICLES OF INCORPORATION AND BY-LAWS
Section 1.
Proposals to amend the Articles of Incorporation and/or
the By-Laws may be initiated by the Executive Council,
a duly constituted committee of the Corporation, a
state association, or any member, regular, associate
or retired, of this Corporation. Such proposals must
be in writing and, if initiated by an individual member,
they shall be signed by at least fifty (50) regular
members. Copies of such proposed amendments shall
be delivered to the Secretary for distribution to
all members of record of this Corporation, and no
vote shall be taken until at least thirty (30) days
after copies of such proposed amendments have been
mailed or made available to all members.
Section 2.
The Articles of Incorporation may be amended by an
affirmative vote of at least two-thirds of the members
of the Corporation voting.
Section 3.
The By-laws may be amended by an affirmative vote
of a majority of the members of the Corporation voting.
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Article XII - IMPLEMENTATION
The By-Laws and any future amendments, if adopted, shall have immediate
effect.
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Article XIII - RESOLUTIONS
Section 1.
All resolutions must be filed with the Executive Council
to determine their legality at least thirty (30) days
prior to the annual meeting date.
Section 2.
The President shall have complete jurisdiction over
such matters as: length of floor debate on any and
all resolutions presented, manner of voting, selection
of resolutions for debate, and all other aspects relating
to the expeditious handling of the resolutions.
Section 3.
Because financial aid programs are constantly being
adapted, resolutions must, of necessity, serve only
as guidelines for action on the part of the President
and/or the Executive Council.
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Article XIV - INDEMNIFICATION
Section 1.
Any person who was or is a party or is threatened
to be made a party to any threatened, pending, or
completed cause of action, suit or proceeding, whether
civil, criminal, administrative, or investigative
(other than a suit by or in the right of the Corporation)
by reason of the fact that such person is or was an
Executive Council member, director, officer, employee,
or agent of the Corporation, or is or was serving
at the request of the Corporation as an Executive
Council member, director, officer, employee, or agent
of another corporation, partnership, joint venture,
trust, or other enterprise, shall be indemnified by
the Corporation for expenses (including reasonable
attorneys' fees), judgements, fines and amounts paid
in settlement actually and reasonably incurred by
the person in connection with such cause of action,
suit, or proceeding if such person acted in good faith
and in a manner such person reasonably believed to
be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. The termination
of any action, suite, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith
and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that
such person's conduct was unlawful.
Section 2.
Any person who was or is a party or is threatened
to be made a party to any threatened, pending, or
completed cause of action or suit by or in the right
of the Corporation to procure a judgment in its favor
by reason of the fact that such person is or was an
Executive Council member, director, officer, employee,
or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, shall be
indemnified by the Corporation against expenses (including
reasonable attorney's fees) actually and reasonably
incurred by such person in connection with the defense
or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonable
believed to be in or not opposed to the best interests
of the Corporation. However, no indemnification shall
be made in respect of any claim, issue, or matter
as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance
of the person's duty to the Corporation unless, and
only to the extent that, the court in which such action
or suit was brought shall determine, upon application,
that despite the adjudication of liability but in
view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnity for
such expenses as such court shall deem proper.
Section 3.
Any indemnification under sections 1 and 2 (unless
otherwise ordered by a court of competent jurisdiction)
shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification
of the Executive Council member, director, officer,
employee, or agent is proper in the circumstances
because such person has met the applicable standard
of conduct set forth in sections 1 and 2. Such determination
shall be made (1) by the Executive Council by a majority
vote of a quorum consisting of members who were not
parties to such action, suit, or proceeding, or (2)
if such a quorum is not obtainable, or even if obtainable,
a quorum of disinterested members so directs, by independent
legal counsel in a written opinion. Notwithstanding
the provisions of sections 1 and 2 of this Article,
to the extent that an Executive Council member, director,
officer, employee, or agent of the Corporation has
been successful on the merits, or otherwise, in defense
of any action, suit or proceeding referred to in such
sections, or in the defense of any claim, issue, or
matter therein, such person shall, in any event, be
indemnified against expenses (including reasonable
attorneys' fees) actually and reasonably incurred
by the person in connection therewith.
Section 4.
Expenses incurred in defending a civil or criminal
action, suit, or proceeding may be paid by the Corporation
before the final disposition of such action, suit,
or proceeding. Such expenses may be authorized by
the Executive Council in a specific case only upon
receipt by the Corporation of an undertaking by or
on behalf of the Executive Council member, director,
officer, employee, or agent to repay any such amount
unless it shall ultimately be determined that such
person is entitled to be indemnified in such amount
by the Corporation.
Section 5.
The indemnification provided by the Article XIV shall
not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled to by
any law of the State of Ohio, By-Laws, agreement,
vote of members or disinterested members of the Executive
Council or otherwise, both as to action taken in such
person's official capacity and as to action in another
capacity while holding such office and shall continue
as to a person who has ceased to be an Executive Council
member, director, officer, employee, or agent and
such rights shall inure to the benefit of such person's
heirs, executors and administrators.
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Article XV - STANDING RULES
Section 1. Adoption and Amendment
Standing rules may be adopted or amended by the members
or the Executive Council by a majority vote of those
voting at any official meeting of either body, provided
a quorum is present at such meeting.
Section 2. Recording and Distribution
A record of the standing rules of the Corporation
shall be kept by the Secretary and shall be made available
to all Executive Council members, and, upon request,
to any member of the Corporation.
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Article XVI - RULES OF
ORDER
Section 1.
Robert's Rules of Order Revised (by Henry Martin Robert)
shall govern the proceedings of the Corporation not
otherwise specified in the By-Laws.
Section 2.
The By-Laws of the Corporation may be suspended by
a two-thirds vote of those members present at a meeting
of the Corporation provided a quorum is present.
Section 3.
A Parliamentarian, appointed by the President, must
be present at all annual meetings.
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Article XVII - NATIONAL
ASSOCIATION
Section 1.
This Corporation recognizes the Board of Directors
of the National Association of Student Financial Aid
Administrators and participates in the Board of Directors.
Section 2.
Delegates to the Board of Directors for the period
of July 1st to the MASFAA Annual Meeting shall be
the President and the President-Elect. Delegates to
the Board of Directors for the period following the
MASFAA Annual Meeting until the next July 1st shall
be the President and the Past President.
Section 3.
The MASFAA member of any executive body of the Board
of Directors which requires regional representation
for the period of July 1st to the MASFAA Annual Meeting
shall be the President and for the period from the
MASFAA Annual Meeting to July 1st shall be the Past
President. The delegates must be members of NASFAA
or be employed by NASFAA member institutions.
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