|MASA By Laws
Section 1 The Association shall be known as the Mid Atlantic Staffing Association, Inc., a not-for-profit
corporation formed under the laws of the State of New Jersey hereinafter referred to as the Association.
Section 2 The principal office of the Association shall be designated by the Board of Directors.
Article II–Object and Purpose
The object and purpose of the Association shall be to upgrade the standard of professionalism of its members
and to provide greater service to client companies, candidates, members’ employees, and to the general public
they serve, to improve the public image of the industry through an active program of public relations; to provide
a code of business practices which will insure the finest possible service to all parties; to serve the best interest
of its members concerning legislation; to promote an atmosphere of cooperation and camaraderie among its
Article III–Definition of Terms
Article IV- Membership
Section 1 Any firm or corporation with an office in the Mid-Atlantic States region who is engaged in negotiating
employment is eligible for Active Membership. Membership is to be held in the name of the firm. Each active
member is entitled to one vote. Each active member shall name an official representative to the Association;
however, it can designate a different representative for a specific meeting or purpose.
Section 2 In the event controlling interest in a member firm is transferred, the membership is transferable, subject
to approval of the Board of Directors.
Section 3 An eligible firm shall be made an active member by making proper application to the Association
together with the proper dues and a pledge to abide by the Constitution, Bylaws, and Standards of Business
Practices of the Mid Atlantic Staffing Association.
Section 4 The Board of Directors may establish other classes of membership besides Active. The requirements for
the privileges of other classes of membership shall also be established by the Board of Directors, but only Active
members are entitled to a vote and to serve as an Officer or Director.
Article V–Dues and Assessments
Section 1 Dues shall be based on the Calendar year and shall be determined by the Board of Directors. The Board
of Directors may, if it so desires, prorate dues to the new members joining during the year.
Section 2 Assessments may be levied when necessary by majority vote of the Board of Directors.
Section 3 The Board of Directors shall prescribe the method of payment and collection of dues and assessments.
Section 4 A member who is sixty days delinquent in the payment of dues, assessments or installments shall be
notified by mail by the Treasurer and shall be dropped from membership in thirty days if the same is not paid.
Section 1 The officers of the Association shall be a President, Vice President, Secretary and Treasurer. They shall
be elected in accordance with Article VIII and be designated as the Executive Board. If the President is, for
whatever reason, unable to fulfill his/her term in office, the Vice President will assume the duties of the President
for the remainder of said term. Any other vacancies occurring within the Executive Board ranks may be filled by
the President and approved by the Executive Committee for the remainder of the term.
Section 2 Their term of office shall be one calendar year, or until their successors take office.
Section 3 The elected officers shall have specific responsibilities as follows:
The PRESIDENT shall be responsible for determination of Association policy on all matters requiring such
determination between meetings of the Board of Directors; and for the leadership necessary to assure the
objectives of this Association as set forth in Article II are realized to the fullest extent possible during his or her
term of office. He or she, with the advice and consent of the Executive Board, may appoint other Directors as are
needed to properly conduct the business of the Association.
The VICE PRESIDENT shall preside in the absence of the President and accept such other responsibilities as are
assigned by the President.
The SECRETARY shall give notice of all meetings of the Board of Directors and Membership and shall keep a record
of the proceedings and provide copies to all Officers and Directors on a timely basis.
The TREASURER shall collect all monies, pay all bills, keep all the accounts, and present a complete account of all
financial matters to the Board at their regular meetings and at other times as directed by the President.
Article VII–Board of Directors
Section 1 The Board of Directors is defined in Article III, the “Definition of Terms.” The president shall with the
advice and consent of the Executive Board, appoint such Directors and assign their responsibilities.
Section 2 The Board of Directors shall have supervision, control and direction of the Association, shall determine
its policies or changes therein within the limits of the Bylaws, shall actively pursue its objectives and shall have
discretion on the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business
as shall be deemed advisable, and may, in the execution of its powers granted, appoint such agents and
employees as it may consider necessary.
Section 3 The Executive Board shall be responsible for the orderly and businesslike conduct of the work of the
Section 4 The Executive Committee will be comprised of the President, the Vice President, the immediate Past
President, Secretary and Treasurer. The Executive Committee shall transact and attend to such business of the
Association as not to require convening of the entire Board of Directors.
Section 5 A majority of the Board of Directors shall constitute a quorum at any meeting of the Board. The
Directors present at a duly organized meeting can continue to do business until adjournment, notwithstanding the
withdrawal of enough Directors to leave less than a quorum.
Section 6 The term of office for Directors shall be one calendar year, or until their successors take office.
Vacancies among Directors may be filled by the President, with the advice and consent of the Executive Board for
the balance of the term remaining.
Section 7 Advisory Board — A board of at least 3 and up to 5 former MASA Executive Board Members who have
held any Executive Board position for a minimum of two one year terms and are active in the recruiting business.
The Immediate Past President, in good standing, is the only member automatically made a member of the
Advisory Board until the next Immediate Past President is named. The Immediate Past President will act as Chair
of the Advisory Board. The remaining Advisory Board members will be appointed by the President with approval
by majority of the Executive Board. The Immediate Past President not serving on the Executive Board will cast
the deciding vote in the event of a tie. The advisory board will have one (1) collective vote; the Immediate Past
President will cast the deciding vote in the event of a tie. The Advisory Board members can however hold dual
roles, if appointed a Director position as well and will enjoy the same voting privileges as other Directors but will
not have Advisory voting privileges.
Article VIII–Nominations and Elections
Section 1 Committee on Nominations–During the month of September in each Year, the immediate Past
President shall, with the Board of Directors, become the Nominating Committee to nominate candidates for the
positions on the Executive Board.
Section 2 Nominations for the Executive Board will be actively sought via letter to all members in good standing
announcing elections. Nominations must be made at the October Board Meeting or in writing to the President
anytime after the September Board Meeting and before the October meeting.
Section 3 Candidates must be active members in good standing of the Association. Any individual wishing to run
for an Executive Board position must hold a managerial role in which they have managed a staff of recruiters for at
least 3 years, have served on the Board in some capacity for at least one year, and provide a biography for the
electorate’s perusal. A firm can hold a maximum of one (1) Executive Board position in any given year.
Section 4 The Nominating Committee will not endorse any candidates.
Section 5 Election will be a plurality of the active members voting either in person, at the November Board
Meeting, or in writing after the October Board Meeting and prior to the November Board Meeting. Proxy votes
are not permitted. The President will notify the membership of the specific date of the election.
Section 1 The November Board Meeting shall serve as the Annual Election Meeting of the Association and be held
for the purpose of electing the Executive Board and transacting any other business.
Section 2 All regular and special meetings shall be conducted under Roberts Rules of Order (Revised.)
Section 3 Due notice shall be given of all regular and special meetings by the President at least seven days prior to
such meetings being held.
Section 4 At all regular or special meetings, at least 60% of the Board and two officers must be present to conduct Association business, and this will constitute a quorum.
The President, with the advice and consent of the Executive Board, shall appoint the Board of Directors and
members of committees as deemed appropriate.
Article XI–Resignations and Expulsions
Section 1 Resignation shall be made in writing to the Secretary. No resignation shall have the effect of discharging indebtedness to the Association.
Section 2 Any member may be dropped for non-payment of dues or assessments as stated in Article V, Section 4.
Section 3 Any member, after a hearing, may be expelled from membership for breaches of integrity or honesty, or
failure to adhere to the Constitution and Bylaws or Standards of Business Practices of the Mid Atlantic Staffing
Association, by majority vote of the Board of Directors, provided written notice of such hearing is
given, and the accused member is given the opportunity to be present at the hearing to face his/her accuser and
present evidence in his/her defense.
Section 4 Any member of the Board of Directors against whom charges have been preferred shall be deprived of
his/her vote at any hearing on his/her case.
Article XII Limitation of Liability
Section 1 Nothing herein shall constitute members of the Association as partners for any purpose. No member,
officer, agent or employee of this Association shall be liable for the acts or failure to act on the part of any other
member, office, agent or employee of the Association. Nor shall any member, officer, agent or employee be liable
for his/her acts or failure to act under these Bylaws, exception on acts or omissions to act, arising out of his/her
Section 2 Any officer or Director of this Association or former Officer or Director of this Association shall be
reimbursed against the reasonable expenses actually and necessarily incurred by them in connection with defense
of any action, suit or proceeding in which they or any of them are made parties or a party, by reason of having
been Directors or a Director of Officer of the Association, except in relation to matters as to which such Director or
Officer or former Director or Officer, shall be adjudged in such action, suit or proceeding to be liable for gross
negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement
predicated on the existence of such liability. The Association may purchase and maintain Directors’ and Officers’
liability insurance in such amounts as may be determined from time to time by the Board of Directors.
The Corporation shall use its funds only to accomplish the objectives and purposes specified in its Article of
Incorporation and in its Bylaws, and no part of said funds shall insure, or be distributed, to the members of the
Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly
organized and qualified similar type organizations to be selected by the Board of Directors, which are exempt from
federal taxation under the US Internal Revenue Code.
Amendments to these Bylaws may be proposed by the Board of Directors. Any proposed Amendment may be
adopted (with such revision, if any, as the Board deems appropriate) at any meeting of the Board of Directors by
a vote of the majority of those present, provided that within thirty (30) days after the membership is notified via
electronic mail of such Amendment it is ratified by the general membership by electronic mail reply by a majority
of members voting, provided that at least ten (10) percent of the members vote. The secretary shall be
responsible for causing an electronic mail notification of such proposed Amendments with thirty (30) days of
adoption by the Board of Directors.
RATIFIED BY MEMBERS AND BOARD SEPTEMBER 1, 2011