The Massachusetts Society of Professors, Inc. (MSP) is organized to safeguard academic freedom and due process (to which end we endorse the 1940 AAUP statement of principles as a minimum standard), and to engage in any other related activities as are consistent with the law.

We are dedicated to the maintenance of high professional standards and to the promotion of excellence in teaching and research at the University of Massachusetts/Amherst.

We are further committed to a University which actively seeks a diversity of views and groups, to which end we support the principle of affirmative action.

We believe these goals, vulnerable as they are to assault by contrary interests, are best protected and nurtured by legal guarantees in a contract developed through collective bargaining.

We believe that a strong Faculty means a strong University, and that an active and united Faculty can best determine academic policy, professional standards, and administrative competence through fulfilling its responsibilities in University governance.

We believe the continuance of this University as a serious and dedicated undertaking in higher education is now inseparable from the maintenance of a collective bargaining organization for Faculty and Librarians.

MSP and the Faculty Staff Union, Inc. (FSU) are affiliated in a unit-wide local called MSP/FSU in accordance with the articles and by-laws of the Joint Coordinating Committee (JCC) as promulgated and amended by the JCC from time to time.

1.2 A member of MSP must also be a member of the Massachusetts Teachers Association and the National Education Association; a member of MSP in good standing is one whose payment of dues is current.

1.3 Membership in the MSP shall be available to retired former members in good standing, at the nominal dues level of $10.00 per annum.

2.1 All legislative power shall be vested in a General Assembly, including the power to recall officers and members of the Executive Board, to set policy, to approve budgets, and to levy dues and other assessments.

2.3 The General Assembly shall meet annually each academic year during the month of April following five working days' written notice. Special sessions may be called by the President or by the officers having the powers of directors, or shall be called by the Secretary/Clerk, or in the case of the death, absence, incapacity or refusal of the Secretary/Clerk, by any other officer, upon the written application of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of the General Assembly.

2.4 A quorum for the purposes of conducting business shall consist of 20 MSP members in good standing present and voting on announced agenda items.

3.1 The Membership shall elect seven officers: a President, four Vice-Presidents, a Secretary/Clerk, and a Treasurer. Each office shall be filled by the candidate or the candidates receiving the most votes. All such officers, except two Vice-Presidents, shall serve two years co-terminously. The two Vice-Presidents excepted above shall serve two-year terms not co-terminous with the other officers. All terms of office shall coincide in their beginning and ending with the Fiscal Year.

3.2 The President, Vice-Presidents, Secretary/Clerk, and Treasurer shall constitute the Executive Committee. The Executive Committee shall have the powers of directors and may act in the name of the Board when the Board so designates.

3.3 The duties of the President shall include: planning the agenda for the General Assembly with the advice and assistance of the Executive Board, and chairing Assembly meetings; planning the agenda for Executive Board meetings with the advice and assistance of the Executive Committee, and chairing Board meetings; appointing members of all special committees and such special assistants as may be needed, with the advice and consent of the Executive Board; serving as the chief executive of the corporation in overseeing its operations; and serving as chief representative of the corporation in all matters of major concern to its membership.

Executive Board by the President in such a way as the President believes will be of greatest assistance. The President may designate any one of them to serve as chairperson pro tem of the Executive Board or the Executive Committee.

3.5 The Secretary/Clerk shall keep the official records of the organization, including minutes of the Executive Board and General Assembly meetings, and shall be responsible for timely notification to the membership of all regular and special meetings.

3.6 The duties of the Treasurer shall include: collecting dues and other monies, disbursing funds and managing investments as directed by the President and/or the General Assembly or the Executive Board, maintaining financial records, and reporting thereon at regular meetings of the General Assembly. The Treasurer shall remit all funds owing to the Massachusetts Teachers Association and the National Education Association in accordance with current requirements of those organizations.

The funds of the corporation may be expended only in matters consistent with the objectives of the corporation. The Treasurer shall deposit the corporation's funds in the name of the Massachusetts Society of Professors, Inc. in any appropriate financial institution authorized to do banking and/or investment business in Massachusetts.

3.7 Any officer may be removed from office for mis- or mal-conduct by majority vote of the membership in good standing of MSP, meeting in General Assembly. A petition stating the reason(s) for the action, signed by 20 percent of the membership and delivered to the Secretary/Clerk shall necessitate a recall election not less than ten nor more than twenty working days after the date on which the petition is delivered. The Secretary/Clerk shall make the necessary arrangements for the meeting, including distribution of the recall petition to all members not less than five working days in advance of the meeting.

Any officer named in a recall petition shall have the right to self-defense, including the opportunity to confront and question the accusers, at the meeting for which the vote on recall is scheduled. If an officer is recalled, the Executive Board shall appoint a replacement to serve until the next election, at which time a replacement shall be elected for the portion of the unexpired term left vacant. If a recall petition should involve the Secretary/Clerk, a Vice-President shall discharge the duties of the Secretary with respect to such petition.

3.8 If an officer resigns, the Executive Board shall appoint a replacement to serve until the next election, at which time a replacement shall be elected for the portion of the unexpired term left vacant.

4.1 All executive power shall be vested in the Executive Board, including the power to prepare an annual budget for MSP, to interpret and enforce actions of the General Assembly, to name officers and members of committees as provided in these By-Laws, to make such rules as are necessary to govern the everyday affairs of the organization, and to call special meetings of the General Assembly.

4.2 The Executive Board shall consist of the seven officers of MSP, the immediate past President, and eighteen other persons. At least one seat shall be reserved for each college and school, and for the library. The eighteen Executive Board members shall be elected for three year over-lapping terms at the Spring Elections, with each seat being filled by the candidate receiving the most votes. Executive Board members may be recalled from office and replaced in the same manner as provided for officers of the MSP.

4.3 If a member of the Executive Board resigns, the Board shall appoint a replacement to serve until the next election, at which time a replacement shall be elected for the portion of the unexpired term left vacant.

4.4 The Executive Board shall meet in regular session at least once a month during the academic year and at least once over the summer, and at other times on the call of the President, or on signed petition of six members of the Board.

5.1 The constituency of each academic department, program, and professional unit within the bargaining unit shall be represented by a Department Representative.

5.2 The Department Representative shall serve, protect, and represent the best interests of the constituency under the terms of the existing contract by: a) assisting the members of the constituency with problems bearing on the condition and terms of the contract; b) keeping the constituency fully informed of MSP policies and actions as well as developments bearing on the interests of the bargaining unit; and c) serving as spokesperson before the Officers and Executive Board of the MSP for the individual and collective concerns of the constituency.

5.3(a) Department Representatives shall be elected within thirty calendar days after the beginning of each academic year for a term of one year by a majority vote of the MSP members in good standing of the constituency concerned. A quorum shall consist of one-third of the MSP members in good standing of the constituency concerned. The voting period may be modified by the Executive Board.

5.3(b) Each academic department, program, and professional unit within the bargaining unit shall be entitled to one Department Representative. In cases where an academic department, program, or professional unit has more than 20 members of the bargaining unit, that unit shall be entitled to one Department Representative per 20 members of the bargaining unit, rounded to the nearest 20.

5.3(c) Elections of Department Representatives normally shall be conducted by the Department Representatives of the previous academic year who shall inform their constituencies and the Secretary/Clerk of the MSP of the results.

5.3(d) When it is not possible to hold an election in a particular area, an Executive Board Member from the College involved will be responsible for recruiting a Department Representative for that area.

5.4 The Department Representatives shall meet at least once a term at the call of the President or one of the Vice-Presidents designated by the President for the purpose of informing them of developments concerning them and to seek their counsel on matters of concern to their constituencies.

7.1 The Committees shall consist of a Contract Negotiating Team elected once every 3 years and such other committees as are provided for by the Officers and the Executive Board.

8.1 There shall be a Nominations and Elections Commission, consisting of five Commissioners elected by the General Assembly in the fall semester. The Commissioners shall serve two-year terms. Two of the Commissioners shall serve coterminous terms and the remaining three shall serve coterminous terms. The terms of these two groups of Commissioners shall not be coterminous. The Executive Board in making up the ballot for the Nominations and Elections Commission shall endeavor to include a nominee who is a member of the Executive Board and a nominee who is not a member of the Executive Board.

8.2 The Nominations and Elections Commission shall be charged with soliciting nominations for all elective offices including: Officers and Executive Board members,

Nominations and Elections Commissioners, MTA Annual Meeting & NEA Representative Assembly Delegates, and the Contract Negotiating Team.

All authorized delegates and alternates to the MTA Annual Meeting and the NEA Representative Assembly shall be nominated and elected in accordance with the by-laws of those organizations.

8.3 The Commission shall solicit nominations from the entire membership; and shall actively seek to take into account campus-wide representational allocations.

8.4 The list of candidates running for office shall be presented at the spring General Assembly at which point further nominations may be made from the floor. At the end of this General Assembly, nominations shall be closed.

8.5 Elections shall be by secret ballot and conducted by the Commission one week following the spring General Assembly with the polls open from 9 a.m. to 5 p.m.

Absentee ballots may be cast. Members who are unable to cast a ballot during the day of the elections may request an absentee ballot from the Nominations and Elections Commission. Such requests shall be in writing. All ballots must be received at the MSP office by the closing of the polls on the day of the elections. Voting by proxy is not allowed.

8.6 When a vacancy occurs on the Nominations and Elections Commission, the Executive Board shall fill such vacancy by election of an interim member, subject to ratification by the membership at the next duly called General Assembly meeting.

9.1 Amendments to these By-Laws shall only be made by the General Assembly at a regularly scheduled meeting upon recommendation of the Executive Board or on petition signed by 20 percent of the members of the MSP in good standing. Ratification of amendments shall require a two-thirds vote of members present and voting. Notice of proposed amendments shall be distributed to all members at least thirty calendar days in advance of such meeting, and unless otherwise provided for shall become effective upon ratification.