ARTICLE I — Name The name of this nonprofit organization is “Explorers Lifelong Learning Institute of Salem State University”, hereinafter referred to as “Explorers”.
ARTICLE II — Affiliations Explorers is a member-directed learning group sponsored by Salem State University and affiliated with the Road Scholar Life Long Learning Institute Network.
ARTICLE III – Purpose/Objective The purpose of Explorers is to provide the structure to facilitate learning through shared study and social interaction among interested members. Self-directed and self-disciplined learners with common interests form coordinated groups to study and discuss topics of their choice. Focus shall be on membership participation in a cooperative and democratic manner.
ARTICLE IV — Membership Membership is open to persons fifty years of age and older, who have completed a membership application and have paid applicable dues. All members in good standing may attend any or all committee meetings, the Annual Meeting, meetings of the Board of Trustees and are encouraged to participate in the governance and operations of Explorers.
ARTICLE V – Fiscal Year The fiscal year shall be July 1 through June 30.
ARTICLE VI – Board of Trustees
1. The Board of Trustees, hereinafter referred to as the Board, is elected by voting members and accountable to them as the governing body of Explorers. The Board has general authority to manage all educational, organizational and budget matters. The Board is composed of: the President, Vice-President, Immediate Past President, Recording Secretary and Treasurer; appointed Chairperson for each Standing Committee; four elected Members-at-Large; Road Scholar Representative, Fellowship Committee, and the Salem State University appointed Liaison to Explorers. All members except the Salem State University appointed Liaison are voting members of the Board.
2. The Executive Committee is composed of the following members of the Board of Trustees: the President, Vice-President, Immediate Past President, Recording Secretary, Treasurer, and the Curriculum Committee Chair.
ARTICLE VII – Responsibilities of the Board of Trustees
The Board of Trustees shall have such powers in the management of Explorers as are conferred upon trustees of nonprofit organizations by the laws of the Commonwealth of Massachusetts and by these bylaws. Such powers shall include:
1. Recommend plans, policies and procedures for the organization.
2. Determine the need for the employment of any and all personnel who may be necessary to conduct the business of Explorers.
3. Establish responsibilities and duties of the Standing Committees.
4. Review reports from the Standing Committees and provide direction as required.
5. Review and approve a budget, providing projected and current income and expenses, prior to the beginning of each fiscal year.
6. Be committed to maintaining the fiscal integrity of the organization and call for a financial review by an independent third party every two years.
7. Act as the approval authority of the organization.
ARTICLE VIII – Officers, Members-at-Large, Terms
The elected Officers shall be the Vice President, Recording Secretary and Treasurer. Four
Members-at-Large shall be elected representatives to the Board.
1. The Vice President shall be elected by the general membership at an Annual Meeting to serve a one-year term, and will automatically succeed to the office of President at the end of the President’s term. After serving one year as President he/she will automatically succeed to the office of Immediate Past President.
The Board, by a majority vote, may extend the term of the President for one additional year. The Vice President may serve up to two one-year terms, only with the same President, and will be automatically re-elected to a second term if the President is re-elected.
2. The Recording Secretary and Treasurer shall be elected by the general membership at the Annual Meeting, each to serve a two-year term, being eligible for reelection, but limited to two consecutive terms.
3. At Annual Meetings, two Members-at-Large shall be elected, each to serve a two- year term, being eligible for reelection, but limited to two consecutive terms.
ARTICLE IX – Duties of Officers and Members-at-Large
1. The President shall attend to all matters which will allow for the smooth operation of Explorers. The Board may give or withhold approval on these matters whenever it feels the situation appropriate to do so. The President shall preside over the meetings of the Board, the Executive Committee, the Annual Meeting and special membership meetings. In addition, he or she shall:
a. Appoint Standing Committee Chairpersons, with the advice of the elected Officers: Curriculum; Facilities; Membership; Special Events; Volunteers; Publicity; Fellowship; e-Communications; Development; Road Scholar Liaison; and Compass.
b. Enter into lease or purchase agreements or contracts, on behalf of the Explorers, with approval of the Board.
c. Supervise the office activities and staffing.
d. Maintain a strong relationship with Salem State University.
e. Oversee activities of standing and Ad Hoc committees.
f. Fill vacancies for the remainder of any unexpired term, with approval of the Board.
2. The Vice President shall assume the duties of the President in his or her absence or in the event that a vacancy in that office occurs and in addition shall have the following duties:
a. Preside over Board meetings if the President is not available.
b. Attend committee meetings as directed by the President
c. Serve on Ad Hoc committees as required and approved by the Board.
3. The Immediate Past President shall have the following duties:
a. Preside over Board meetings if the President and Vice President are not available.
b. In the event the Vice President is unable to complete his or her term the Immediate Past President will fill that vacancy for the unexpired portion of the term until a new Vice President is appointed by the Nominating Committee and ratified by the Board of Trustees.
c. Oversee the activities of the Development Committee.
4. The Recording Secretary shall document meetings of the Board, the Executive Committee, the Annual Meeting and special membership meetings. Prior to the next scheduled Board meeting, the Recording Secretary shall distribute copies of all minutes to the Board, Explorers’ office and to the SSU Liaison to Explorers.
5. The Treasurer shall submit a budget to the Board of Trustees to be approved within 60 days of the Annual meeting and said budget be readily available at that meeting; deposit and disburse all funds accrued by Explorers; shall submit a report of income, expenditures and fund balances at each regularly scheduled meeting of the Board of Trustees.
a. The Treasurer is authorized to sign checks for all expenditures included in the approved budget. The Treasurer will seek approval from the Board for the payment of all expenditures not included in the approved budget.
b. The Treasurer may, at times, form a Finance Committee to research and provide advice to the Treasurer regarding financial planning.
6. The Members-at-Large shall be assigned duties and responsibilities at the discretion of the President. These duties include, but are not limited to: chairing and /or serving on Ad Hoc committees; research projects, Explorers on the Road, development planning; publicity and marketing projects, etc.
ARTICLE X. Committees, Terms
The Standing Committees of the organization shall be:
Publicity Communications with the general public
Curriculum Catalog of classes including Friday coffees and intersessions
Development Obtaining funds beyond dues and fees including “Explorers on the Road”
Compass Production of a semi-annual publications containing articles about and for Explorers for the membership
Facilities Maintenance and operation of facilities and equipment
Membership Solicitation of new members and retention of existing members
Fellowship Maintain contact with members who are experiencing “Life events.”
Special Events Run special events outside of classes and seminars
Volunteers Provide volunteers to assist the operation of classes and other events as needed
E-communications Maintenance of the website and electronic newsletter
Liaison to Road Scholar Be a conduit of information to and from other LLIs/Road Scholar network
1. Standing Committee Chairpersons shall be appointed by the President. Standing Committee Chairpersons serve a two-year term, being eligible for reappointment on a yearly basis.
2. Standing Committee Chairpersons shall select their own committee members.
3. Standing Committee Chairpersons and/or ad hoc Committee Chairpersons shall each submit an annual budget, if needed, for the next fiscal year to the Treasurer by April 1st.
4. For each election, the Immediate Past President shall chair and appoint a Nominating Committee consisting of four additional members, two of whom are not current Board Members.
a. In the event that the Immediate Past President is unavailable to serve as Chairperson, the President shall assume the position.
b. The Nominating Committee shall supervise elections and act as tellers.
5. Ad Hoc Committee Chairpersons, who are not current Board members, shall attend all Board meetings during the tenure of their Committees. They shall provide reports on the activities of their Committees. Non-Board Chairpersons of the Ad Hoc Committees may not vote at the Board meetings.
ARTICLE XI – Executive Committee
The Executive Committee shall:
a. Provide guidance to the President and the Board of Trustees;
b. Help in the preparation for Board meetings;
c. Coordinate administration of this organization;
d. Make decisions as delegated by the board;
e. Approve all non-cash gifts. Donations that affect either real property or the character of Explorers LLI must also be approved by the Board of Trustees; or
f. Authorize emergency expenditures up to $2000.
A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business of the Executive Committee. The Recording Secretary shall keep the minutes of all meetings of the Executive Committee. All actions of the Executive Committee shall be reported to the Board of Trustees.
ARTICLE XII – Removal from Office
An elected officer may be terminated for cause only – by a two-thirds vote of the Board. Included in this two-thirds must be votes to terminate from a majority of those serving on the Executive Committee.
ARTICLE XIII – Meetings
1. The Annual Meeting shall be held in June for the approval of the Nominating Committee’s, Board-approved, slate of Officers and Members-at-Large. Quorum: Ten percent (10%) of the total general membership shall constitute a quorum.
2. The Board or the President may call Special Meetings of the general membership as needed. Notice of the meeting must be given by postal mail, E-mail or telephone to ensure the entire membership is notified at least 72 hours in advance. The general membership in attendance at a Special Meeting shall constitute a quorum.
3. The Board shall meet at least quarterly.
a. Quorum: A majority of the members of the Board, one of whom shall be an Officer, shall constitute a quorum, and a majority of that quorum shall carry a vote.
b. In the event of four unexcused absences from Board meetings by any Board member, the office shall be considered vacant, and the Immediate Past President shall appoint a replacement to serve until the next general election.
4. The Executive Committee shall meet at the call of the President. In an emergency, the President or Vice President shall poll all of the members of the Executive Committee by telephone or E-mail.
Actions of this emergency polling shall be reported to each Board member, in writing, prior to the next Board meeting.
5. Committee Chairpersons shall schedule Committee meetings as required.
6. Meetings of the Standing Committees shall be reported at the next scheduled Board of Trustees Meeting.
ARTICLE XIV – Nominations
1. The Nominating Committee shall solicit candidates for open Officers and Members-at-Large positions.
2. The general membership of Explorers shall be notified by postal letter no later than mid- February, of the open positions and the right of members to submit nominations to fill open positions. Nominations made by petition, signed by the nominee and five members in good standing, shall be presented to the Nominating Committee by March 15.
3. The Nominating Committee, after receiving nominations from the membership, shall choose a slate of candidates for Officers and Members-at-Large, each identified as a nominee for an expiring term vacancy.
4. The Nominating Committee will present all candidates for open positions and its recommended slate to the Board no later than by the May Board meeting.
5. The Board will vote on a final slate to be presented to the general membership in June either at the Annual Meeting or a special meeting for ratification.
ARTICLE XV – Dissolution
Explorers may be dissolved upon approval of a plan of dissolution adopted by a two-thirds (2/3) vote of the total membership of the Board, and by a majority of the general membership who vote on the plan. The plan shall also require notification to Salem State University and shall be made in such a manner as to comply with governmental statutes.
ARTICLE XVI – Amendments
1. Proposed amendments to these Bylaws may be initiated by action of the Board or by a member in good standing.
2. The proposed amended Bylaws must be presented to the general membership one month prior to the date on which members will be asked to vote their approval.
3. Amended Bylaws may be approved by a majority of the general membership in attendance at the Annual Meeting, or at a specially called meeting for this purpose.
These Bylaws shall supersede Bylaws previously ratified by the general membership and are deemed to be in effect as they were approved at the general membership assembly on June 13th,
Changes to By-Laws Approved by Explorers Board of Trustees on 4/8/2016