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Bylaws

(As adopted by the MASB Delegate Assembly, Nov. 10, 2016)

Article I — Name

Section 1. The name of this Association is the “Michigan Association of School Boards.”

Article II — Definitions

Section 1. As used in these Bylaws:

(a) “Association” means the Michigan Association of School Boards.
(b) “Internal Revenue Code” means the federal Internal Revenue Code of 1954, 26 United States Code Sections 1 et seq. A reference to a specific section of the Code means that section, as amended, or the corresponding provision of any future United States revenue law.
(c) “Nonprofit Corporation Act” means the Michigan Nonprofit Corporation Act, Act No. 162 of the Public Acts of 1982, being Sections 450.2101 to 450.3192 of the Michigan Compiled Laws.

Article III — Purposes

Section 1. General Purposes. The purposes of this Association are:

(a) To advance the quality of public education in our state through the cooperative efforts of locally elected boards of education.
(b) To promote high standards in providing educational programs and services to meet the needs of all students.
(c) To produce and make available to school board members information concerning educational issues.
(d) To conduct and sponsor meetings, seminars, conferences and courses of study about various aspects of education.
(e) To represent the interests of boards of education, school districts and their students in the study, discussion and determination of educational affairs.
(f) To promote public understanding about the role of school boards in our educational system and the need for citizen involvement in maintaining and improving our schools.
(g) To do all other acts the Delegate Assembly or Board of Directors considers appropriate for the improvement of public education.

Section 2. Tax-Exempt Purpose. The Association is organized exclusively for charitable, educational or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Article IV — Membership

Section 1. Classes of Membership. Membership in the Association is of five classes: active, associate, academy, council of school attorneys and honorary.

Section 2. Active Members and Academy Members. The board of education of any public school district in Michigan may become an active member of the Association. The governing board of any public school academy chartered by the board of education of a local or intermediate school district that is an active member of the Association may become an academy member of the Association.

Active and academy members of the Association shall be divided into eight regions. The regions shall be designated according to intermediate school district boundaries. The regions shall be as follows:

Region 1. Copper Country ISD, Delta-Schoolcraft ISD, Dickinson-Iron ISD, Eastern Upper Peninsula ISD, Gogebic-Ontonagon ISD, Marquette-Alger RESA and Menominee ISD.

Region 2. Alpena-Montmorency-Alcona ESD, Charlevoix-Emmet ISD, Cheboygan-Otsego-Presque Isle ESD, Crawford-Oscoda-Ogemaw-Roscommon ISD, Iosco RESA, Manistee ISD, Traverse Bay Area ISD and Wexford-Missaukee ISD.

Region 3. Ionia County ISD, Kent ISD, Mecosta-Osceola ISD, Montcalm Area ISD, Muskegon Area ISD, Newaygo County RESA, Ottawa Area ISD and West Shore Educational Service District.

Region 4. Bay-Arenac ISD, Clare-Gladwin RESD, Clinton County RESA, Gratiot-Isabella RESD, Midland County ESA, Saginaw ISD and Shiawassee RESD.

Region 5. Genesee ISD, Huron ISD, Lapeer ISD, Sanilac ISD, St. Clair County RESA and Tuscola ISD.

Region 6. Allegan Area ESA, Barry ISD, Berrien RESA, Branch ISD, Calhoun ISD, Kalamazoo RESA, Lewis Cass ISD, St. Joseph ISD and Van Buren ISD.

Region 7. Eaton ISD, Hillsdale ISD, Ingham ISD, Jackson ISD, Lenawee ISD, Livingston ESA, Monroe County ISD 
and Washtenaw ISD.

Region 8. Macomb ISD, Oakland Schools and Wayne RESA.

Active and academy members shall also be divided into the following seven groups based on pupil membership.

Group   Pupil Membership
Group I All intermediate districts  
Group II School districts and academy members 0 - 1,400
Group III School districts 1,401 - 2,500
Group IV School districts 2,501 - 5,000
Group V School districts 5,001 - 11,000
Group VI School districts 11,001 - 40,000
Group VII School districts Over 40,000

Section 3. Associate and Academy Members. The Board of Directors may create an Associate Member classification of the Association for persons, organizations and groups related to public education. The Board of Directors may create an Academy Member classification of the Association for the governing boards of public school academies chartered by the board of education of a local or intermediate school district that is an active member of the Association.

Section 4. Council of School Attorneys Members. The Board of \Directors may create a Council of School Attorneys for school board attorneys.

Section 5. Honorary Members. The Board of Directors may grant an honorary, lifetime membership in the Association to an individual who has made an outstanding contribution to education in Michigan.

Section 6. Rights of Membership. Except as specifically provided in these Bylaws, the Board of Directors shall prescribe the rights and privileges of membership in the Association.

Section 7. Withdrawal From Membership. Any member of the Association may withdraw by notifying the Association in writing.

Section 8. Suspension of Membership. Any member of the Association who or which is in arrears for membership dues for three months shall be automatically dropped from the membership roll of the Association, after being duly notified, unless some arrangement has been made between the member and the Board of Directors for the payment of the dues at a later date.

Section 9. Renewal of Membership. Any former member of the Association who or which has withdrawn or has been dropped from membership in the Association may reaffiliate with the organization at any time in the same manner as the member became a member in the first instance.

Article V — Dues

Section 1. Annual Dues. Subject to the provisions of Section 2, the Board of Directors, by resolution, shall prescribe the annual dues for each class of membership.

Section 2. Limitations. A dues increase adopted by the Board of Directors shall not exceed 10 percent of the preceding year’s dues in any fiscal year, unless the increase is approved by the Delegate Assembly by a majority vote of the delegates present and voting at an annual or special meeting. A dues increase approved by the Delegate Assembly shall not become effective until the beginning of the next fiscal year following approval. The Delegate Assembly shall review dues increases every three years.

Section 3. Due Date. Membership dues are payable annually at the beginning of the Association’s fiscal year.

Article VI — Finances

Section 1. Fiscal Year. The fiscal year of the Association shall begin on July 1 and end on June 30.

Section 2. Annual Audit. The Executive Director shall provide for an annual audit of all Association resources and expenditures at the end of each fiscal year. The audit shall be presented to the Board of Directors.

Article VII — Meetings

Section 1. Annual Meeting. The annual meeting and conference of the Association shall be held at a time and place determined by the Board of Directors.

Section 2. Special Meetings. Special meetings of the Association may be called when authorized by the Board of Directors. Written notice of the time and place of any special meeting shall be mailed to each member school board at least 30 days in advance of the date set for the meeting. The notice shall state the purposes for which the meeting is called, and no other business shall be transacted at that special meeting.

Section 3. Quorum. The presence of Delegates representing at least 40 active member school boards in not less than 15 counties constitutes a quorum at any meeting of the Association.

Section 4. Delegates and Alternates. Each school board that is an active or academy member of the Association is entitled to representation at an annual or special meeting, as follows:

Group I . . . . . . . . . .One Voting Delegate and Alternate

Group II . . . . . . . . . .One Voting Delegate and Alternate

Group III . . . . . . . Two Voting Delegates and Alternates

Group IV . . . . . . Three Voting Delegates and Alternates

Group V . . . . . . . .Four Voting Delegates and Alternates

Group VI . . . . . . . Four Voting Delegates and Alternates

Group VII . . . . . . .Four Voting Delegates and Alternates

Section 5. Selection of Delegates and Alternates. Each school board that is an active or academy member of the Association shall select its Delegates and Alternates in accord with Section 4 and certify the Delegates and Alternates to the Executive Director prior to an annual or special meeting. The Executive Director shall make a complete list of the certified Delegates and Alternates entitled to vote at the meeting.

Section 6. Voting Rights. Voting at an annual or special meeting shall be done in person, and not by proxy. Associate and honorary members, as well as school board and academy members who are not Delegates or Alternates, may participate in the discussion at a meeting, but cannot vote on any question.

Article VIII — Board of Directors

Section 1. Representation. Except as provided in Section 2, the Board of Directors shall be composed of 19 Directors. Sixteen Directors shall be elected from the eight regions, with two elected from each region; and one Director per group shall be elected from Group V, Group VI and Group VII.

Section 2. Ex-Officio Directors. The following persons shall serve as ex-officio members of the Board of Directors:

(a) If Michigan has a member on the National School Boards Association’s Board of Directors, that person shall be an ex-officio member of the Michigan Association of School Boards’ Board of Directors. This section shall not apply if the person is an elected member of the MASB Board of Directors.
(b) If the President’s term as a Director expires immediately following the end of his or her presidency, the Board of Directors may appoint that person, as Immediate Past President, to serve as an ex-officio member of the Board of Directors without voting rights for a one-year term.

Section 3. Powers and Duties. The affairs of the Association shall be managed by the Board of Directors with the authority necessary to execute the purposes of the Association, except as limited in these Bylaws. The Board of Directors shall conduct the business of the Association in conformity with the Nonprofit Corporation Act and these Bylaws. The Board of Directors shall adopt and enforce policies the Board determines are necessary and proper to conduct the affairs of the Association.

Section 4. Meetings. The Board of Directors shall meet at least five times each year, beginning in September. Beginning in 2014, the Board of Directors shall meet at least five times each year, beginning in March. Additional meetings may be called by the President at any time, or may be called by any eight Directors upon 20 days’ written notice mailed to each Director. The notice shall state the purpose or purposes of the meeting. A quorum shall be a majority of the voting members serving on the Board of Directors.

Section 5. Qualifications. Each Director of the Association shall be a qualified trustee of an active or academy member board of education and have attained level one certification at the time of his or her nomination to office.

Section 6. Board Limitations. Only one Director may be elected or appointed from any one local district, intermediate school district board or academy and no individual may run for both a group seat and a regional seat in the same election.

Section 7. Nominations. The Elections Committee shall draw up and designate the slate of candidates for the election of Directors and conduct the election as directed by Board policy.

Nominations for Director may be made by any active or academy member school board by forwarding the nominee’s name in writing to the Executive Director between the third Monday in May and the second Wednesday in July of each year. A nominee for a Director shall be a trustee of the active or academy member board that makes the nomination. This paragraph shall cease to have effect on July 1, 2013.

Beginning July 1, 2013, the Elections Committee shall draw up and designate the slate of candidates for the election of Directors and conduct the election as directed by board policy. Nominations for Director may be made by any active or academy member school board by forwarding the nominee’s name in writing to the Executive Director between the third Monday in November and the second Wednesday in January of each year. A nominee for a Director shall be a trustee of the active or academy member board that makes the nomination.

Section 8. Elections. The Elections Committee shall prepare ballots for the election of Directors. A list of candidates with their qualifications shall be prepared and sent to each active or academy member school board by the fourth Friday in July of each year, except if a group or regional election is uncontested. Each active or academy member school board will mark the ballot for not more than the number of Directors specified and return the marked ballots by secure means to the Executive Director no later than 1 p.m. on the first Wednesday in September. This paragraph shall cease to have effect on July 1, 2013.

As the ballots are received by the Executive Director, a record shall be made of the names of the school districts or academy members whose boards have submitted ballots. When the election results have been determined, the record shall be made available to member school boards upon request. Immediately following the deadline for returning ballots, the Executive Director shall deliver all ballots received to an auditing agency to determine the election results.

If any nomination for the Board of Directors is unopposed, the Board of Directors shall declare the unopposed candidate elected without conducting an election for the uncontested group or region. The Board of Directors shall make this declaration upon receipt of certification from the Executive Director that the candidates are unopposed.

Beginning July 1, 2013, the Elections Committee shall prepare ballots for the election of Directors. A list of candidates with their qualifications shall be prepared and sent to each active or academy member school board by the fourth Friday in January of each year, except if a group or regional election is uncontested. Each active or academy member school board will mark the ballot for not more than the number of Directors specified and return the marked ballots by secure means to the Executive Director no later than 1 p.m. on the first Wednesday in March.

As the ballots are received by the Executive Director, a record shall be made of the names of the school districts or academy members whose boards have submitted ballots. When the election results have been determined, the record shall be made available to member school boards upon request. Immediately following the deadline for returning ballots, the Executive Director shall deliver all ballots received to an auditing agency to determine the election results.

If any nomination for the Board of Directors is unopposed, the Board of Directors shall declare the unopposed candidate elected without conducting an election for the uncontested group or region. The Board of Directors shall make this declaration upon receipt of certification from the Executive Director that the candidates are unopposed.

Section 9. Term of Office. Beginning in 2014, the candidates elected shall assume office on the second Wednesday in March. Except as provided in this article, Directors shall hold office for three years or until the term of their successor begins.

If a Director’s term expires immediately following the end of his or her term as President-Elect, the term of office for that person shall be extended for one year and the Director subsequently elected to that seat on the Board of Directors shall be elected for a two-year term.

Section 10. Vacancies. The office of a Director shall become vacant upon one of the following events:

(a) The Director resigns from the Board of Directors.
(b) The school board on whom the Director is a trustee ceases to be a member of the Association.
(c) The Director ceases to be a trustee on a school board in the region or group that elected him or her, except that a Director whose term expires on his or her local board on December 31 shall continue to serve on the Board of Directors until the second Friday of the third month after that December 31.
(d) The Director fails to attend three consecutive meetings of the Board of Directors during an annual period commencing on the second Friday in March, except that the Board of Directors may waive this requirement for any reason, in each individual case, the Board deems appropriate.

If a Director is elected to represent one of the groups of membership described in Article IV, Section 2 and an increase or decrease in the number of membership pupils changes the size of the district so that it falls in a different group, the Director shall continue to serve on the Board of Directors until the expiration of the term to which he or she was elected. 

A vacancy shall be filled either by appointment by the Board of Directors or at the next annual election. A Director appointed to fill a vacancy shall take office immediately and shall serve until the next annual election when the vacancy shall be filled for the remainder of the unexpired term.

Article IX — Officers

Section 1. Officers. The officers of the Association shall be the President, Immediate Past President, President-Elect and Vice President.

Section 2. Duties. The officers shall perform the duties assigned them by the Nonprofit Corporation Act.

Section 3. Election, Designation and Succession. The Board of Directors annually shall elect a President-Elect and Vice President from among the members of the Board of Directors. At the expiration of the President’s term, the President-Elect shall become President.

Section 4. Appointed Officers. The Executive Director shall serve as the Secretary-Treasurer of the Board of Directors without voting power.

Section 5. Term of Office. The term of office of the officers shall begin on July 1 and shall be for one year, or until the term of their successors begins.

Section 6. Vacancies. If there is a vacancy in the office of President, the President-Elect shall succeed to the office immediately and shall serve a full term as President upon completing the remainder of the term caused by the vacancy.

If there is a vacancy in the office of President-Elect or Vice President, the Board of Directors shall fill the vacancy.

Article X — Committees

Section 1. Executive Committee. The President, Immediate Past President, President-Elect, Vice President and one director from each region not represented by an officer, shall constitute the Executive Committee of the Board of Directors. The Executive Committee shall exercise the powers prescribed by the Board of Directors.

Section 2. Elections Committee. The Elections Committee shall consist of not less than four members appointed by the President, each from a different region. The Elections Committee shall exercise the powers prescribed in Article VIII and by the Board of Directors.

Section 3. Resolutions and Bylaws Committee. The Resolutions and Bylaws Committee shall be appointed by the Board of Directors and shall exercise the powers prescribed by Articles XIII and XVIII.

Section 4. Other Committees. The Board of Directors shall create additional committees necessary for the proper conduct of the work of the Association. The President shall appoint, with the approval of the Board of Directors, the members of these committees.

Section 5. Term. Members of committees shall serve one-year terms. Appointments to committees shall be made pursuant to policies established by the Board of Directors.

Section 6. Policy. No committee shall adopt any position that is inconsistent with the purposes of the Association or contrary to the official position of the Association as stated in actions taken by the Association.

Section 7. Expenditures. No committee shall create any financial liability for the Association, unless such an expenditure has been approved both as to purpose and amount by the Board of Directors.

Section 8. Communications Conferencing. The Board of Directors may adopt a policy permitting a committee member’s participation in a committee or subcommittee meeting by conference telephone or similar communications equipment. The policy shall provide that all persons participating in the meeting shall be able to converse with one another.

Article XI — Chapters

Section 1. The Board of Directors may authorize local chapters of the Association in each intermediate district of the state, or where expedient, one chapter in two or more contiguous intermediate districts, and may prescribe the rules concerning the chapters.

Article XII — Executive Director

Section 1. The Executive Director shall be the chief executive officer of the Association, shall have immediate direction of the work of the Association staff, shall act as general manager of the Association under the direction of the Board of Directors, shall prepare an annual budget of the Association and shall perform specific duties assigned by the Board of Directors. The Executive Director or persons designated by the Executive Director shall furnish a satisfactory surety bond in an amount to be fixed by the Board of Directors.

Article XIII — Resolutions

Section 1. Initiation. Resolutions may be initiated by a member school board, the Board of Directors or the Resolutions and Bylaws Committee. All resolutions, other than courtesy resolutions, must be submitted in writing to the Resolutions and Bylaws Committee or Board of Directors 90 days prior to the date of the annual meeting or 60 days prior to the date of any special meeting.

Section 2. Submission to Vote. A majority vote of the Resolutions and Bylaws Committee or a majority vote of the Board of Directors is necessary to approve a resolution for submission to the Delegates at an annual or special meeting. Copies of approved resolutions shall be sent to all member boards at least 30 days prior to the annual or special meeting.

Section 3. Adoption. Resolutions approved by the Resolutions and Bylaws Committee or Board of Directors for submission to the Delegates at the annual or any special meeting and sent to the Delegates in accordance with Section 2 may be adopted by a majority vote of the Delegates present and voting. 

A resolution without such prior approval may be proposed from the floor by a Delegate and may be accepted for discussion by a majority vote of the Delegates present and voting. The resolution may be adopted by a two-thirds vote of the Delegates present and voting.

All resolutions passed by the Delegates at an annual or special meeting of the MASB shall be the official position of the Association as interpreted and pursued by its Board of Directors.

Article XIV — Indemnification

Section 1. Indemnification Other Than in Actions by or in the Right of the Association. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) and whether formal or informal, by reason of the fact that the person is or was a director, officer, employee, committee member or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, committee member or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Association against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceedings if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association or its members, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit 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 he or she reasonably believed to be in or not opposed to the best interests of the Association or its members or with respect to any criminal action or proceeding that the person had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Indemnification in Actions by or in the Right of the Association. Any person who was or is a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, committee member or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, committee member or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Association against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association or its members, except that no indemnification shall be made in respect to 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 his or her duty to the Association unless and only to the extent that the court in which such action or suit is brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.

Section 3. Expenses. To the extent that a director, officer, employee, committee member or agent of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2, or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with that matter.

Section 4. Authorization of Indemnification. Any indemnification under Section 1 or 2 (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, committee member or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article. The determination shall be made:

(a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or proceeding;
(b) if such a quorum is not obtainable, then by a majority vote of a committee of Directors who are not parties to the action but including not less that two disinterested Directors;
(c) by independent legal counsel (who may be the regular counsel of the Association) in a written opinion; or
(d) by the members.

Section 5. Advancing of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 1 or 2 may be paid by the Association in advance of the final disposition of the action, suit, or proceeding as authorized by the Board of Directors in the manner provided in Section 3 upon receipt of an undertaking by or on behalf of the director, officer, employee, committee member or agent to repay the amount unless it is ultimately determined that the person is entitled to be indemnified by the Association as authorized in this Article.

Section 6. Indemnification Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a party seeking indemnification may be entitled under any Bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee, committee member or agent, and shall inure to the benefit of the heirs, executors and administrators of that person.

Section 7. Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, committee member or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, committee member or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify the person against liability under this Article.

Article XV — Inurement of Income

Section 1. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.

Article XVI — Limitation on Activities

Section 1. Legislative or Political Activities. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 2. Operational Limitations. Notwithstanding any other provisions of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Article XVII — Dissolution

Section 1. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations, organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, or a local unit of government for a public purpose, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the circuit court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organizations, as the court shall determine, which are organized and operated exclusively for such purposes.

Article XVIII — Amendments

Section 1. Initiation. An amendment to or revision of these Bylaws may be proposed by a member school board, the Board of Directors or the Resolutions and Bylaws Committee by submitting the amendment or revision in writing to the Resolutions and Bylaws Committee 90 days prior to the date of the annual meeting or 60 days prior to the date of any special meeting. Within 10 days of receipt of any amendment or revision, the Resolutions and Bylaws Committee shall submit the amendment to the Board of Directors for comment.

Section 2. Adoption. No amendment or revision shall be considered unless it has been submitted to the Board of Directors and notice of the proposed amendment or revision has been sent to each member school board at least 30 days prior to the meeting at which action is to be taken upon the amendment or revision.

A two-thirds vote of the Delegates present and voting thereon is necessary for the adoption of an amendment or revision. Unless otherwise provided, all amendments or revisions shall take effect immediately upon their adoption.

Article XIX — Parliamentary Authority

Section 1. The rules contained in the current edition of “Robert’s Rules of Order Newly Revised” shall be used as a guideline by the Association where they are not in conflict with these Bylaws or the Nonprofit Corporation.