MHSAA Board Holds Organizational Meeting

why would you expect Billy-Bob to reply when he seldom does? I would hope alumni would wake up and take corrective action steps though if most wouldn't step up to the plate before it's doubtful they will now.

Ya think?

Merry Christmas.

to comment on the proposed bylaws? Even if you may think they look good - it would be good to hear from you!

my questions to the MHSAA BOD - I thought I would post them here and perhaps someone might be able to address them!

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Milton Hershey School Alumni Association

BY-LAWS -

ARTICLE II - Place of Business
The Association’s principle place of business shall be located in Hershey, Dauphin County, Derry Township, Pennsylvania. Nothing in this Article shall limit the Association from conducting business (including without limitation the holding of meetings) in other locations in person or via other means of communication, including without limitation telephone, intranet, internet (including without limitation, email, internet based meetings, instant messaging, and etc.), and/or in person, or by proxy consistent with these by-laws.

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It might be a good idea to investigate with the township, because I believe that technically Derry Township resides in Mifflin County, PA and the official title of the township located in Dauphin County is Township of Derry. We reference Derry Township throughout the document.
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ARTICLE IV - Membership

Section Two. Categories of Membership.

F. Special Members. Special Members shall be those persons and/or entities that do not otherwise qualify for membership but who have contributed $5,000.00 per year to Association programs. Special Members shall have a limited membership for a given year and for a particular Association event and/or program. Special Members shall have no rights of membership including no right to vote at any election or on any Association business and no right to serve on the board of directors as an officer or in any capacity whatsoever.

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Should another statement be added that states Special Members may not be present during any meeting where a vote is being taken that may have any bearing on any business conducted with the MHSAA or any association with any MHSAA BOD member or is that adequately covered under Article X - Conflicts of Interest ?

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Section Four:
B. Waiver of Dues. The Association’s board of directors may elect to waive any or all dues for each category of membership, including chapters, (excluding only the category of Life Member) and for any period of time. Any such waiver of dues (as opposed to a change in the dues amount for a particular category of member) must be voted on and approved by a two-thirds vote of the board of directors.

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Are there current dollar amounts fixed to other than Life Member dues - which are presently being waived? If so perhaps these can be added to the by-laws through an appendix or table.

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C. Delinquency of Dues. Dues shall be due and payable as stated in Section Four and Section Six of this Article IV. A member and/or chapter shall be considered in good standing with the Association when his/her and/or its dues are paid in full on time. If a member’s dues are not paid on, prior to, or within two months following their respective due date, the delinquent membership shall automatically be considered inactive subject to Subparagraph E of Section Two of this Article IV. If a chapter’s dues are not timely paid, the board of directors shall give notice to the chapter to make full payment of the delinquent dues within thirty days. If the chapter fails to make full payment within thirty days of receiving said notice, the chapter’s rights to participate and vote in board matters will be automatically suspended until such time as the delinquent dues are paid in full. The board of directors may assess a late fee in accordance with any late fee schedule adopted by the board of directors.

D. Resignation of Membership. Members may resign by sending a letter of resignation to the recording secretary of the Association before dues, if any are required, become due for the year in which the resignation is submitted. If dues are delinquent at the time the resignation letter is received, the member shall not be considered to be in good standing at the time of their resignation. Resigning as a member does not give rise to any obligation on the part of the Association to return any unearned dues or late fees, whether for a Life Member or otherwise.

E. Reinstatement of Good Standing after Resignation or Delinquency of Payment. Any member who has resigned his/her membership or otherwise failed to comply with Subparagraph C of Section Four of this Article IV may seek reinstatement of good standing in the Association by submitting to the board of directors a written request for reinstatement of good standing to the Association along with full payment of any dues (and late fees if required by the board of directors from time to time) that were assessed for the year during which the request for reinstatement is submitted. The board of directors will consider all such written requests for reinstatement of good standing at the regularly scheduled meeting first occurring after the request has been received by the board of directors; so long as such person meets the applicable eligibility requirements and has paid any applicable dues and/or late fees for the current year, the board of directors shall grant such request for reinstatement of good standing.

Related to C., D. & E. -

How will the association notify chapters of individual alumni delinquency of dues, alumni resignation of membership and reinstatement of good standing - since good standing with the association also impacts chapter participation?

Could this action also impact MHSAA BOD voting?

If a member fails to pay dues and is suspended - could that impact the composition of membership on the MHSAA as stated in Article VII Board of Directors Section One:?

Also related to dues in general - can each chapter collect dues on behalf of their members and pass along to the MHSAA?

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Section 6: Life Membership in the Association may be obtained by any person otherwise eligible to be a Regular Member of this Association upon receipt by the Association of the full payment of Life Membership dues payable to the Association as determined by the board of directors from time to time as the board of directors deems appropriate. Life Membership dues may be paid in no more than five (5) installments over five (5) years (or such other schedule as is determined from time to time by vote of the Association’s board of directors) with minimum payments in the amount of the lesser of (i) the total amount due and (ii) One Hundred Dollars ($100.00) each year (or such other amount as is determined from time to time by vote of the Association’s board of directors). Annual simple interest shall accrue at five percent (5%)(or such other amount as is determined from time to time by vote of the Association’s board of directors) on any unpaid balance until such balance and interest are paid in full. In the event that a Life Membership is paid in full in a lump sum payment made at the time that Life Membership is requested, the Association shall apply a ten percent (10%)(or such other amount as is determined from time to time by vote of the Association’s board of directors) discount to the life membership dues.

What are the current Life Membership dues, if someone wishes to become a "Life Member" can they pay them now?

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ARTICLE V
Officers

Section Six: Removal from Office. Any officer may be removed from office for any conduct that is deemed to be contrary to the best interests of the Association, and its board of directors, officers and members. Any action for the potential removal of an officer can be initiated by a unanimous written proposal from the executive committee, not including the officer that is the subject of the removal action, or a written proposal received from two-thirds majority of the board of directors. The written proposal shall state with detail and specificity the actions of the officer that warrant the board of directors’ consideration for removal. The officer who is the subject of the removal action shall be notified in writing by the recording secretary, with proof of delivery, of the potential for removal and the specific reasons therefore. Thereafter, the officer shall be afforded the opportunity to provide the board of directors with a written submission in opposition to the removal action.

At the next regularly scheduled board of directors meeting during a session open only to members of the board, the president shall submit to the board of directors all written proposals for removal and written responses. The officer who is the subject of the removal action shall be afforded the opportunity to address the board of directors for a reasonable period of time as determined by the president. After full discussion from the board of directors, the board of directors shall conduct a vote on the removal of the officer. If three-fourths of the board of directors votes in favor of removal of the officer, said officer shall be removed from his/her position as an officer and from that point on said director will no longer be recognized as an officer or as a director of the Association.

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Could this removal impact the "Composition" of the MHSAA BOD as defined in Aticle VII Section One?

Can there exist a potential for someone to be removed as an officer but still continue to serve as a director? [i.e.- person attends all MHSAA BOD meetings but fails to attend EC meetings or some other special requirements that applies only to the MHSAA Officers but not to the MHSAA BOD?

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Section Seven: Removal of Directors. Any director may be removed from the board of directors for reason of the failure of such director to attend, in person and/or by phone, two consecutive meetings of the board of directors or for any conduct that is deemed to be contrary to the best interests of the Association, and its board of directors, officers and members, including but not limited to: a) a breach of any fiduciary duty; b) the refusal and/or failure to perform his or her duties as a director; c) engaging in any conduct that is illegal; d) engaging in any conduct that is contrary to any prior board determination involving the subject matter of said conduct; e) failure to disclose an actual or potential conflict of interest; and f) engaging in any other conduct that is detrimental to the Association. Any action for the potential removal of a director can be initiated by any other director and must be in writing and must be seconded in writing by at least two other directors. The written proposal for removal shall state with detail and specificity the actions of the director that warrant the board of directors’ consideration for removal. The director who is the subject of the removal action shall be notified in writing by the recording secretary, with proof of delivery, of the potential for removal and the specific reasons therefore. Thereafter, the director shall be afforded the opportunity to provide the board of directors with a written submission in opposition to the removal action.
At the next regularly scheduled board of directors meeting during a session open only to directors, the president shall submit to the board of directors all written proposals for removal and written responses. The director who is the subject of the removal action shall be afforded the opportunity to address the board of directors for a reasonable period of time as determined by the president. After full discussion from the board of directors, the board of directors shall conduct a vote on the removal of the director. If two-thirds of the board of directors votes in favor of removal of the director, said director shall be removed from his/her position as a director and from that point on said person will no longer be recognized as a director of the Association. If a chapter representative is removed from the Board of Directors, the chapter shall re-elect a new representative to serve on the Board of Directors.

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Could this removal impact the "Composition" of the MHSAA BOD as defined in Aticle VII Section One?
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ARTICLE VII
Board of Directors
Section Two: Eligibility for Directors. Any Life, Regular, and/or Honorary member of the Association who has not been convicted in any court of competent jurisdiction of any crime involving the abuse and/or harm to any child and who is not currently serving any sentence, probation or otherwise, for a conviction of a felony crime, shall be eligible to serve on the board of directors so long as they have not served in three (3) consecutive terms as set forth in Section Four of this Article VII. Chapter representatives shall be exempted from the three (3) consecutive terms portion of this eligibility requirement.

Did the author mean "years" in lieu of "terms"?

If terms is correct - that's nine years. Why should anyone serve nine consecutive years - chapter representative or not? Why would the chapter representative be exempt even after nine years? We have over 6,000 alumni - surely someone should step up.
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Section Six: Nomination and Election of Directors. The board of directors shall determine the number of directors to be elected to the board of directors by the Members of the Association subject to the composition requirements set forth in Section One of this Article VII.
A. Nomination of Candidates.
3. Any Life, Regular, and/or Honorary members of the Association may nominate individuals for the board of directors providing that: 1) such nomination shall be in the hands of the chairperson of the Nominating Committee at least sixty (60) days prior to the annual homecoming meeting; and 2) such nomination must be accompanied by a written statement from the nominee indicating their willingness to serve on the board of directors if elected.

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Can alumni self-nominate? If so, the clause [including self-nomination] should be placed in the paragraph since the paragraph does allow any Life, Regular and/or Honorary member to nominate - for clarification only - perhaps this should be added.
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Section Seven. Emeritus Directors. The board of directors, with a two-thirds vote, may appoint any member who is in good standing to serve a term of three years as an Emeritus Director of the Association. An Emeritus Director may serve consecutive terms without limitation but will have to be appointed by the board of directors in accordance with this provision at the expiration of each three year term. Subject to the voting limitation set forth below, the Emeritus Directors shall have full voting privileges as a director. Where there are more than two Emeritus Directors on the board of directors during a given term, only the two most senior Emeritus Directors, as determined by the date of appointment to the board of directors as an Emeritus Director, shall have full voting privileges as a director. Any other Emeritus Director who is not one of the two most senior Emeritus Directors shall have no voting privileges. Emeritus Directors are subject to all other conditions and requirements of all other directors as set forth in these by-laws.

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How is seniority established?

Does seniority end after each term expires or does the seniority carry-over?

Can an emeritus director hold a term, then sit out a period of time, then be re-elected as an emeritus director and retain seniority from earlier terms?

If one emeritus director serve his/her three years, then is re-elected, but before his/her re-election another emeritus director is elected, does the person still currently in their term which has not expired hold seniority over the re-elected emeritus director?
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ARTICLE VIII
Committees
Section Two: Duties of Standing Committees. The duties of standing committees shall be: ...

Can non-directors serve on committees [or hold committee chair positions, unless otherwise stipulated through requirements]?

If so, then this should be duly stated. [i.e - Only duly elected MHSAA directors or MHSAA Recognized Chapter Representatives may serve as committee chairs, however any [categories specified] alumnus may serve on a committee as a non-chair participant.]
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ARTICLE IX
Chapters

Section Four: Qualifications to Organize a Chapter. Any chapter may be formed in any state or territory of the United States of America so long as there are at least fifteen (15) alumni living in that state and/or territory are Life, Regular, and/or Honorary members of the association. Only one chapter shall be recognized for that specific geographic region with the exception of the Honorary Chapter which shall have no geographic limits. The Association reserves the right to reallocate geographic areas as it determines to be in the best interest of the Association.
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Why must a group of alumni need to be aligned to a geographic location to qualify for chapter charters? The electronic communications available today, eliminates the need for geographic association and the dilemma associated with geography to hold meetings as previously experienced. Virtual chapters could exist. We allow chapters to hold elections via electronic participation therefore precedence was established. We also allow electronic participation at all MHSAA meetngs, also establishing capability to hold meetings and allow participation without physically being present in a specific geographic location. The same rules would apply for membership and participation, except the need to be physically located in the same geography.
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Section Eight: Chapter Membership. Each chapter shall be governed in accordance with these by-laws and shall establish chapter membership solely based on geographic location and payment of chapter dues, and otherwise preserve all requirements and membership set forth in these by-laws. No person that is not qualified to be a member of the Association in accordance with Article IV of these by-laws shall be permitted to be a member of any chapter. Any person that is qualified to be a member of the Association pursuant to Article IV of these by-laws and who: a) has paid all required Association dues; b) has paid all required chapter dues; c) has attended at least two chapter meetings during the year of his/her application for chapter membership (unless exempted by a majority vote of chapter members); and d) resides within the chapter territory, may become a member of the applicable chapter. A member can participate in only one chapter. To the extent that a chapter is required to deviate from the Association by-laws, rules and/or regulations, the chapter shall establish specific rules and regulations that are not contrary to these by-laws or the Association rules and regulations and that do not in any way attempt to contravene these by-laws or the Association rules and regulations; all such specific rules and regulations must be approved by the board of director prior to their adoption by the chapter. Said rules and regulations shall be submitted to the board of directors of the Association for approval by the board of directors.
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Why must the geographic limitation exist for persons who want to belong to a chapter that falls outside of the geographic boundaries established for chapters?

For instance if someone lives in Maryland but wants to belong to the Homestead Chapter [said chapter], why should they be prohibited from attending and participating in said chapter's meetings, or be prohibited from holding office in said chapter?
This restriction does not make sense! If an individual wishes to travel for meetings, why should the MHSAA forbid him/her from such participation?

Does the grandfather clause allow those members currently in such status to continue to retain membership in other chapters outside their geographic boundaries?

There have been several new chapters formed recently and perhaps some members who already have been involved in one chapter do not wish to transfer chapter affiliation to a new chapter.

If a person wishes to be a member in more than one chapter, why are they restricted? Perhaps they should be retricted in voting rights to only one chapter but not in membership!
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Section Nine. Chapter Officers. Every chapter of the Association shall elect officers in the positions of: chapter president; chapter vice-president; chapter recording secretary; chapter treasurer; and chapter representative to the board of directors. A chapter may elect additional officers as it deems necessary. Each chapter shall conduct formal elections of officers annually, with the exception of the chapter representative who shall be elected every three years for a three year term, and the results of said elections shall be presented to the board of directors by the chapter representative no later than the first meeting of the board of directors in a new term commencing on January 1 of the current year. The election of such officers shall be conducted in a manner consistent with the procedures set forth in Article V of these by-laws. The election of chapter officers shall take place at least (30) days prior to the annual homecoming meeting of the Association. In the year in which a chapter is to elect a representative to the board of directors, such election shall take place at least (30) days prior to the annual homecoming meeting of the Association. The duties of such officers for the chapter shall be consistent with the duties as described in Article V of these by-laws. The duties of the chapter representative shall include serving as a director on the board of directors and reporting to the board of directors about chapter activities and reporting to the chapter about Association activities. No person who is not a member of a chapter shall be eligible to serve as an officer of a chapter, and no person shall be a member in more than one chapter. Chapter membership can only be changed if requested by an individual chapter member and approved by the board of directors. To the extent that a chapter is required to deviate from the Association by-laws, the chapter shall establish specific rules and regulations that are not contrary to these by-laws and that do not in any way attempt to contravene these by-laws; all such specific rules and regulations must be approved by the board of director prior to their adoption by the chapter. Said rules and regulations shall be submitted to the board of directors of the Association for approval.
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Who may [specific category of alumnus] hold elected officers positions in chapters?

Again, if a person wishes to be a member in more than one chapter, why are they restricted? Perhaps they should be retricted only through voting rights to only one chapter but not in membership!
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Section Eleven: Chapter Voting. Only chapter members in good standing with the chapter and the Association may vote on any chapter business including the election of officers and the election of a chapter representative. Although members may participate in the activities of more than one chapter, a member shall have voting rights in only one chapter in any given calendar year. Chapter requirements for voting shall be consistent with Article VI of these by-laws.

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How will each chapter be advised as to each individual member's good standing in regard to the Association?
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Section Fourteen: Financial Accounting for Chapters. Each duly chartered chapter shall be authorized to maintain financial accounts comprised of chapter dues, fundraising proceeds, and/or contributions. All chapter funds are considered to be held in trust for the Association consistent with all applicable Internal Revenue Service requirements, and all account documents shall reflect that the funds held in such account are held in trust for the benefit of the Association. Each chapter, prior to the annual homecoming meeting of the Association, shall submit to the board of directors detailed financial statements consisting of a balance sheet and income statement for all financial accounts of said chapter. Said financial statements shall be accompanied by written representations from the chapter president and/or the chapter treasurer and/or the chapter representative that such financial statements reflect a true and accurate accounting of all chapter financial accounts. Each chapter shall, within thirty (30) days of a written request, make available to the president and treasurer of the board of directors, through its designated representative, all membership records, financial books and any other records for inspection in order to assist the board of directors in accurately accounting for Association finances and assets. All chapter records submitted to the president and treasurer of the board of directors shall remain confidential.
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Does the association hold the right to request transfer of chapter funds back into the association general fund? If so then clarity is needed.
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Are the bylaws going to address the The Dearden House Endowment Fund? Will this fund be abolished or fall under a committee's guidance?

Are the bylaws going to address the The Milton and Catherine Hershey Heritage Foundation ? Will this Foundation be abolished or fall under a committee's guidance?

Are we going to recognize special alumni groups that can exist but would not qualify as chapters? [i.e. - auxilliary groups]

If so, do we ensure they abide by the same rules as chapters related to any and all legal considerations as defined in Article IX Section Thee: [sic - should be Three] Corporate Status of Chapters?

The By-Laws address the position of Executive Director and Assistant Executive Director but do not define any roles or responsibilities to those positions. Should there be definition added somewhere in the By-laws?

Do those positions hold voting rights?

Do those positions report directly to the MHSAA BOD?

Do the holders of those positions require individuals to be a MHS alumnus?

Does the MHSAA hold owness for those positions' salaries?

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Do we need to address conflict resolution procedures in our by-laws?

[i.e. - Arbitration, Mediation, Arb-Med, Med-Arb, Ombudsman, Non-Court Hybrid, Mini-Trial, Adjudication etc...]
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Hopefully we can discuss these issues! Thanks!

Sincerely,

the ByLaws.

After reading them I have just a few thoughts to throw in.

Membership. I am so glad that "Milts" and "Homeboys" who haven't graduated, but who participate in MHSAA matters, will be eligible to become full members of our association. I hope I interpreted that correctly.

Special meeting. After reading this section I am a little confused. Does this mean that as long as the criteria for special meetings is met that it supersedes what the BOD says and the majority of alumni at the special meeting have the power to overturn BOD decisions?

Dues. These were not needed before the year 2005 to run MHSAA, but are needed now?

unc

Input regarding Bylaws comments or Board of Directors nominations may be referred to Jill Grimes at the MHSAA Office- jill@mhsaa.org , she will apparently forward it to the BOD. Individual Directors do not have mhsaa.org email addys as they used to.

Great idea, only as of this posting (unless I'm not smart enough to figure it out)www.mhsaa.org has no Forum or BB on its website, and no snailmail addresses, phone #s or email are posted for the Board of Directors (they used to be).

I'm sure, however, that Jill Grimes or your respective Chapter Representative would be able to forward any input .