CONSTITUTION AND BYLAWS
Of
SkillsUSA Mississippi College/Postsecondary, Incorporated
Herein are the Constitution and Bylaws of the Articles of Incorporation of SkillsUSA Mississippi College/Postsecondary, Inc., as of June 1, 2023. The Bylaws explain the organizational structure and the operation of the Corporation.
SkillsUSA Mississippi College/Postsecondary Association
Constitution and Bylaws
Article I NAME AND OFFICE
Section 1. The official name of this corporation shall be “SkillsUSA Mississippi College/Postsecondary”
Section 2. The address of the initial registered office in the State of Mississippi is 3825 Ridgewood Road, Jackson, MS 39211. The SkillsUSA Mississippi College/Postsecondary Board of Directors (Board) may change the principal office from one location to another with proper notification to the Mississippi Community College Board (MCCB). Change of location of the principal office shall be noted by the secretary in these bylaws and this Section shall be amended to state the new location. Permanent records shall be stored at the initial registered office maintained by the Director of the organization.
Article II ORGANIZATION
Section 1. The charter for the State Association was issued by the National SkillsUSA Office in June 2022, and is held by the Director of Postsecondary Student Organizations.
Section 2. SkillsUSA Mississippi College/Postsecondary is a corporation composed of postsecondary institutions each operating in accordance with a charter granted by SkillsUSA, Inc. Only chapters which have received charters issued by SkillsUSA, Inc. and which are currently in good standing, shall be referred to as chapters of “SkillsUSA”.
Section 3. The managerial authority (day-to-day operations) for SkillsUSA Mississippi College/Postsecondary will be supervised by the Mississippi Community College Board as directed by the Director of Postsecondary Student Organizations.
Section 4. The SkillsUSA Mississippi College/Postsecondary State Director shall be employed by and responsible to the Mississippi Community College Board for administering the program. The State Director shall serve as a liaison officer between the national association, the State Executive Council, and SKILLSUSA local Advisors.
Section 5. SkillsUSA Mississippi College/Postsecondary shall have a State Executive Council; whereby, the officers shall be elected annually by it voting delegates.
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Article III PURPOSES
Section 1. The corporation shall operate exclusively for educational and charitable purposes as a tax-exempt student organization under the Internal Revenue Service Code, Section 501(c)(3). The corporation shall operate without regard to race, color, gender, national origin, age, religion, creed, disability, sexual orientation, gender identity or gender expression, students who are enrolled in classes with career trade, industrial, STEM, and health science objectives.
The purposes of this organization shall be as follows:
1. To unite in a common bond for students pursuing careers in Career and Technical Education (CTE) and Academic programs in postsecondary institutions in Mississippi;
2. To provide leadership for local collegiate associations;
3. To develop leadership abilities through participation in educational, occupational, civic, recreational, and social activities;
4. To develop the ability of students to plan together, organize, and carry out worthy activities and projects through the use of the democratic process; and
5. To foster relationships with local business and industry partners to support the program through volunteering and support.
Article IV MEMBERSHIP
Section 1. The membership period shall be congruent with the national membership year. The current membership year is from August 1st through July 31. Membership will be accepted all year. Student membership applications postmarked after the state established deadline of December 1st for students enrolling in school during the fall semester and students enrolling in school during the spring semester will not be eligible to compete in state or national competitions that academic year.
The classes of membership recognized per qualifications are as follows:
Section 2. Active Members
The following is applicable to Active members:
a. Must pay dues as established by the state and national deadlines.
b. Shall include community college or university students who are enrolled in an academic or career and technical program
c. May hold state or national offices.
d. May compete in all levels of competition at State and National competitive events.
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e. Can serve as a voting delegate or may otherwise represent his/her chapter or state in SkillsUSA events.
f. May represent their local chapters as approved by their local advisors.
Section 2. Professional Members
The following is applicable to Professional Members:
a. Required to pay dues as established by SkillsUSA.
b. This includes individuals associated with or participating in the professional development of SkillsUSA as approved by local chapters. Such members may include advisors, business teachers, state supervisors of business and office education, employers of cooperative work-training students, advisory council members, business persons, and other persons contributing to the growth and development of SkillsUSA.
c. Ineligible to hold state or national office positions.
d. Ineligible to serve as a voting delegate.
e. Ineligible to participate in events.
Section 3. Honorary Life Members
The following is applicable to Honorary Life Members:
a. Not required to pay state and national dues.
b. May be elected to a state or local chapter by a majority vote.
c. Shall include individuals who have made significant contributions to the development of SkillsUSA and trade, industrial, STEM and health science education whose membership has been approved by the SkillsUSA local board of directors.
d. Ineligible to hold state or national office positions.
e. Ineligible to serve as a voting delegate.
Article V DUES AND FUNDS
Section 1. Local chapters shall be responsible for annual State and National dues according to the number of individual members claimed in each chapter per membership classification.
Section 2. Initial membership dues (national and state) shall be made payable to and received by National SkillsUSA per national guidelines (currently by November 1). Additional membership dues must be submitted to the SkillsUSA National Office by December 1st in order to compete at the State Leadership Conference and National Leadership Conference for that academic year.
Section 3. National membership dues are established by National SkillsUSA. State dues are based on fiscal reports by the state office and on recommendation by the State Executive Council which is determined by a majority vote of the local voting delegates at the State Leadership and Skills Conference.
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Section 4. All funds from membership dues shall be deposited in the State Treasury to a fund managed by the MCCB, Office of Finance until which time the Executive Board establishes a Collegiate SkillsUSA bank account. Membership funds will then be transferred from the MCCB managed account into the Board managed account.
Section 5. All funds shall be dispersed as approved by the Executive Board and State Executive Board.
Section 6. Membership dues shall reflect current National and State dues. Current dues are as follows:
a. Student dues: $14.00 ($8.00 – national; $6.00 – State)
b. Professional dues: $28.00 ($20.00 – national; $8.00 – State)
Section 7. An itemized financial statement of revenue and disbursements shall be provided at regular board meetings and upon request by the State Director or State Executive Council.
Section 8. State Officers must have approval from the State Office before travel for reimbursement.
Article VI BOARD OF DIRECTORS
Section 1. SkillsUSA Mississippi College/Postsecondary shall be governed by board of directors. The board will be a voluntary board and shall pursue policies in accordance with this Constitution and Bylaws and the laws of the State of Mississippi.
Section 2. The board of directors shall consist of no less than five (5) business and industry representatives with representatives from the following clusters/pathways and a minimum of one per Mississippi geographical region and a representative from Mississippi Association for Career and Technical Education (ACTE).
1. Agriculture, Food and Natural Resources
2. Architecture and Construction
3. Arts, A/V Technology & Communication
4. Business Management and Administration
5. Education and Training
6. Finance
7. Government and Public Administration
8. Health Science
9. Hospitality and Tourism
10. Human Services
11. Information Technology
12. Law, Public Safety, Corrections and Security
13. Leadership
14. Manufacturing
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15. Marketing
16. Science, Technology, Engineering & Mathematics
17. Transportation Distribution and Logistics
In addition to the above members, the Board of Directors will also include the Mississippi SkillsUSA Postsecondary State Director (Ex-Officio), Advisor-of the-Year, and the State Officer President.
Section 3. The Chair shall be elected annually by the Board of Directors at the annual board meeting.
Section 4. Elected Board members shall hold office for a term of three (3) years.
Section 5. Duties of a Board member shall include, but are not limited to:
a. Support the State Director in the performance of duties and the development of an Annual Report.
b. Contract for staff to oversee the financial affairs and of the SkillsUSA Mississippi organization, to include preparing financial reports, scheduling audits, and serving as a signee on the bank account.
c. Ensure legal and ethical integrity and maintain accountability for the association.
d. Provide a complete annual financial report that has been independently audited to all Board members, members, sponsors as well as the national office of SkillsUSA.
e. Assist the MCCB with preparing the appropriate filing documents (990) to submit to the national office, if necessary
f. Develop, approve and update on an annual basis, a strategic plan to support the mission and purpose of the SkillsUSA Mississippi College/Postsecondary organization.
g. Ensure effective organizational planning, adequate resources, oversight and direction for carrying out the program of work for the SkillsUSA Mississippi College/Postsecondary organization.
h. Ensure resources are managed effectively and appropriately for carrying out the program of work for the organization.
i. Enhance SkillsUSA Mississippi’s public image and standing.
j. Work in collaboration with the MCCB to recruit and orient new board members and annually assess board performance.
k. Select a postsecondary Advisor-of-the-Year from the candidates received from each chapter.
l. Approve contracts, agreements, and the annual budget.
m. Keep the MCCB abreast of all functionality and matters before the board to include all financial matters.
Section 6. Each Board member shall be entitled one vote on all matters before the Board, except the Chair who shall only vote to break a tie. Vote by written proxy shall be permitted as submitted and accepted by the Secretary of the Board.
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Section 7. Board members and members of Committees shall receive no compensation for their services as Board or Committee members.
Section 8. Board Positions
a. Chair. The Chair of the Board shall be a business and industry representative. The Chair shall, if present, preside over all meetings of the Board. The Chair shall appoint, subject to approval of the Board, committee chair and committee members of all ad-hoc committees. The Chair shall have such other duties and powers as may be assigned by the Board.
b. Past Chair. The Past Chair shall be the individual that has most recently left the position of Chair. This individual will assist with organizational operations during the transition to the newly elected Chair, may serve as acting Treasurer for the organization during the transition to the newly elected Treasurer, and handle Board nominations for the coming year.
c. Vice-Chair. The Vice-Chair, in the absence or disability of the Chair, shall perform all the duties of the Chair, and when so acting, shall have all the powers and be subject to all the restrictions of the Chair, and shall have such other powers and duties as may be prescribed by the Board and these Bylaws. The Vice-Chair shall oversee the annual audit of the organization.
d. Secretary. The Secretary of the Board shall keep or cause to be kept, a book of minutes at the principle office or at such other place as the Board may order, of all meetings of the Board members and any committees thereof required to be given, with the time and place of holding, whether regular or special, and if special, how authorized, the names of those present at the Board meetings and the actions, decisions, and highlights which take place. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board. The Secretary shall provide the minutes to the Board members within a reasonable time following Board meetings.
e. Treasurer. The Treasurer shall perform the following duties:
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f. State Director. The State Director is employed by the Mississippi Community College Board and has all rights as a Board member. The State Director shall work in cooperation and coordination with the Advisory Board to plan and organize the operations of the SkillsUSA Mississippi College/Postsecondary organization. The State Director shall be responsible for carrying out all requirements of the MCCB to assist with governing and overseeing the SkillsUSA Mississippi College/Postsecondary association.
Article VI BOARD OF DIRECTORS MEETINGS
Section 1. Three members of the Board and the State Director or designee must be present at meetings to constitute a quorum to conduct business and vote on matters.
Section 2. Parliamentary procedures of all meeting will be governed by Robert’s Rules of Order (latest edition).
Section 3. A State Leadership and Skills Conference shall be held every year at the time and place selected by the State Director. This State Conference shall be the official annual meeting of the SkillsUSA Mississippi College/Postsecondary Association.
Section 4. Regular meetings of the Board shall be held at such frequency, time, and place as the Board deem necessary. In addition to the Annual Business Meeting, there should be at a minimum of three other Board meetings held quarterly throughout the year.
Section 5. Special meetings of the Board, for any purpose, may be called by the Board Chair, State Director or designee, or any three (3) or more Board members who make an official request to the Chair.
Section 6. Notice of the meeting time and place for which notice is required by law or these Bylaws shall be given to each Board member by one of the following methods: (a) electronic mail. Board members’ address, phone number, e-mail address and other contact information shall be updated regularly by the Secretary of the Board, and
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made available to the Chair and other Board members as requested. Personal information shall be protected as much as possible while conducting the Corporation’s business.
a. Board members shall receive notices of meetings no less than ten (10) business days before the date set for the meeting.
b. The notice shall state the time of the meeting and the place. It need not specify the purpose of the meeting except as may otherwise be decided by the Chairperson and required by law.
Article VII STATE EXECUTIVE COUNCIL
Section 1. The SkillsUSA Mississippi College/Postsecondary association shall have a State Executive Council who are expected to advise the board of directors concerning the execution of the decisions of the work together to assist the Board of Directors with governance of the corporation. Representation of the State Executive Council shall include the following:
State Officers
Advisors of State Officers (ex-officio)
Must be from the chapter the state officer was a member at the time of his/her appointment or election. Serves as consultant to the State Executive Council.
State Director
The state officers shall be the voting delegates of the State Executive Council.
In the absence of State Officers, one advisor from each chapter shall serve as the State Executive Council, in addition to the State Director.
Section 2. State officer candidates shall meet the minimum qualifications:
a. Be an active paid member of the local SkillsUSA chapter, State and National organizations;
b. Have a good speaking voice and make a good personal appearance;
c. Have a working knowledge of the State Constitution and Bylaws;
d. Be in good academic standing at the college during the term of office;
e. Have at least one year remaining in their program of study;
f. Have endorsement from their advisor or college administrator; and
g. Must complete the State Officer Application and submit all other required documents to the Mississippi Community College Board by the designated deadline.
Section 3. Nominations for state officers must adhere to the following:
a. Only one candidate for any of the five state offices is allowed to enter per chapter.
b. No nominations will be made from the floor under any circumstances. In the
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case that there are no nominees for an office, the SkillsUSA Executive Council will accept recommendations and then appoint someone to fill the office.
c. The State Office will notify chapters of candidates for each office two weeks prior to the State Conference.
d. Only candidates approved by the State Office shall be nominated.
Section 4. Elections must adhere to the following;
a. Official nomination speeches will be limited to one minute each.
b. Campaign speeches will be limited to three minutes for each office.
c. Election shall be done by secret ballot.
d. All officers shall be elected by a majority of voting delegates.
Section 5. The state officers shall, at minimum, consist of the following:
President
Vice President
Secretary
Treasurer
Parliamentarian
Section 6. The State Director shall serve in an advisory capacity only, with no voting privileges.
Section 7. The student who scores the highest on a written parliamentary procedure test of those candidates who have submitted an application for parliamentarian shall be appointed the state parliamentarian. This individual shall have at least one year remaining before graduating from a post-secondary institution.
Section 8. Officers elected at the State Conference shall continue to hold the office until the close of the next annual State Leadership Conference.
Section 9. Each state officer shall serve no more than a one-year term in the same position or until their successors are elected or appointed. Their term of office shall begin at the close of the State Leadership Conference at which they were elected or appointed.
Section 10. A record shall be kept of the election results. In case of resignation of a State Officer, the runner-up for the said office shall succeed to fill the said vacancy, except for the office of president. Should the office of the President become vacant, the Vice President shall succeed to the position of the President. The Executive Council shall then appoint the vice-president and any other office, which should become vacant.
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Section 11. Duties of the State Officers
The president shall be responsible for the following:
a. Presiding over the State Executive Board meetings and business meetings;
b. Directing the activities and projects of the state chapters;
c. Appointing appropriate committees and committee chairpersons;
d. Serving as an ex-officio, nonvoting member of all committees; and
e. Submitting the State Chapter Annual Business Report to the National Leadership Conference by the published deadline.
The vice president shall be responsible for the following:
a. Assuming the president’s responsibilities in the absence of the president; and
b. Assisting the president and other officers with the association’s activities.
The secretary/treasurer shall be responsible for the following:
a. Keeping accurate records and minutes of all meetings and executive board meetings; and
b. Submitting the minutes to the state office within two weeks following the State Executive Board meetings.
The parliamentarian shall be responsible for the following:
a. Advising the president on the orderly conduct of business in accordance with SkillsUSA Bylaws and Robert’s Rules of Order (latest edition).
a. Conduct the business of the state chapter in accordance with the State Constitution and Bylaws.
Section 12. Guidelines for Selection of a National Officer Candidate
a. The candidate must meet all national officer candidate requirements.
b. The candidate must be recommended by the chapter adviser and endorsed by his/her local chapters.
c. Officer candidate applications forms must be received in the State Office by the deadline.
d. The State Office will provide the applications to the State Executive Board who will select the national office candidates.
e. No more than two (2) candidates will be selected to run for national office from the State.
f. A member who holds and elected position prior to election to a national office may be ex-officio in his or her state or local chapter and must vacate the
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elected position during his or her tenure in national office.
g. Special Note: If a student is elected to serve, and is unable to fulfill the obligation, the state may forfeit the right for officer candidates the following year. The final determination will be based on the recommendation/decision of the national board of directors.
Article VIII HOUSE OF DELEGATES
Section 1. The SkillsUSA Mississippi College/Postsecondary Association shall consist of one (1) voting delegate from each chartered chapter, plus an additional delegate for each 25 College/Postsecondary chapter.
Section 2. The duties and function of the House of Delegates are as follows:
a. Enact bylaws, rules, and regulations necessary for carrying out the affairs and activities of the organization;
b. Elect State Officers of the organization; and
c. Act upon items of business as requested by the State Executive Council and board of directors.
Section 3. Only delegates present at the State Conference are eligible for voting. All delegates or alternates must be active members of their respective local chapter, state associations, and National SkillsUSA by February 1 of the year.
Section 4. Student delegates at the State Conference shall be recognized and seated only if they are accompanied by one or more adult advisors from their local chapter.
Article IX AMENDMENTS
Section 1. The State Executive Council shall act as the Constitution and Bylaws Committee. Proposed amendments to this constitution must be submitted to the State Director in writing 50 days prior to a State meeting. The State Director has the responsibility to correct the proposed amendment but must not alter its purpose.
Section 2. The amendments shall be reviewed by the State Executive Council and the board of directors.
Section 3. Notice of proposed amendments shall be sent to the local chapters as soon as possible but not less than 30 days before the State Conference.
Section 4. Amendments must be presented for vote at an official business meeting or at the State Conference and require two-thirds majority approval of the voting delegates present to be adopted.
Section 5. The proposed change(s) shall take effect immediately following the approval.
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Article X OPERATING POLICIES
Section 1. Operating policies shall be adopted as determined by the Mississippi Community College Board, the Board of Directors, and the Executive Council.
Section 2. The Board Chair shall appoint committees as necessary to conduct the work of the Corporation. The appointed members shall serve in their office for a period not to exceed the term in office of the Board Chair.
Section 3. The State Executive Council, with the approval of the board of directors, shall be empowered to call special meetings.
Section 4. The rules contained in Robert’s Rules of Order Newly Revised shall govern SkillsUSA in all cases to which they are applicable and in which they are not inconsistent with the rules of SkillsUSA, these Bylaws, or any special rules of order that SkillsUSA may adopt.
Article XI FINANCES
Section 1. The Fiscal year shall commence with the fiscal year for the SkillsUSA National Office. The current fiscal year is September 1 through August 31.
Section 2. The Board shall work with the State Director and the State Executive Council President to determine an annual operating budget.
Section 3. The following shall be kept by the Corporation:
a. Adequate and correct books and records of accounts in accordance with general accepted business practices and the National SkillsUSA Office’s standards.
b. Contracts issued to the SkillsUSA Mississippi organization by the Mississippi Community College Board shall be monitored quarterly by the MCCB staff and quarterly reports will be required from the Mississippi SkillsUSA organization.
c. Written minutes of the proceedings of the Board and committee meetings.
Section 4. Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Chair or Treasurer of the corporation.
Section 5. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select. The board will keep the MCCB abreast of bank account statuses and must submit bank statements to the MCCB for review upon request.
Section 6. The Board of Directors may accept, on behalf of the corporation, any contribution, gift, or bequest for the nonprofit purposes of this corporation.
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Section 7. The Mississippi SkillsUSA Corporation shall conduct its financial affairs consistent with regulations for fiscal accountability according to the laws, guidelines, and policies set forth by the Mississippi Secretary of State, Attorney General, National SkillsUSA Office, and the Mississippi Community College Board.
Section 8. A financial report of the previous fiscal year shall be made available to the State Director to be posted in the SkillsUSA Canvas course.
Section 9. Every Board member shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, and documents of any kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Board member’s agent or attorney. The right of inspection includes the right to examine and copy documents in whole or in part.
Section 10. The Board shall prepare an annual report for the members of the Mississippi SkillsUSA organization and the Board, within 120 days after the end of the Corporation’s fiscal year. That report shall be posted in the SkillsUSA Canvas Course and should contain the following information, in appropriate detail, for the previous fiscal year:
a. The assets and liabilities, including any trust funds, of the Corporation as of the end of the fiscal year.
b. The principle changes in assets and liabilities, including any trust funds.
c. The revenue or receipts of the Corporation, both unrestricted and restricted to particular purpose.
d. Any transaction in which the Corporation or an “interested person” who had a direct or indirect material financial interest which involved more than $50,000, or was one of a number of transactions with the same interested person involving in the aggregate, more than $50,000. For this purpose, an “interested person” is any Board member or officer of the Corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest).
Section 11. The Board shall arrange for an annual financial audit to be conducted on the financial records at the end of each fiscal year. The Board Vice-Chair shall oversee the audit process and report the results to the Board and the State Director. The Board shall determine the scope and level of the annual audit unless otherwise directed by the Mississippi Community College Board. Costs for the annual audit shall come from the Corporation’s annual operating budget.
Section 12. Upon final dissolution or liquidation of SkillsUSA Mississippi
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College/Postsecondary, and after the discharge or satisfaction of all outstanding obligations and liabilities, the remaining assets shall be used allocated to each active chapter during the period of dissolution. The funds shall be dispersed where each chapter would receive the exact dollar amount per active member.
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