|
Commission & Interest Group Division
|
BY-LAWS FOR NATIONAL
ACADEMIC ADVISING ASSOCIATION
BACKGROUND
AND PURPOSE
The National Academic Advising Association was established as
a result of a realization by college and university academic advisors
of the increasingly important role of academic advising in higher
education and the paucity of professional and organizational resources
available to meet the needs of the advisors. In 1977, the First
National Conference on Academic Advising at Burlington, Vermont,
was designed to meet these needs, and its success led to continuing
annual national conferences and the founding of the National Academic
Advising Association in 1979.
The purpose of the
National Academic Advising Association ("NACADA") is
to promote high quality academic advising in institutions of higher
education globally, and, as an organization of professional advisors, faculty
and students of such institutions, to ensure the educational development
of students. NACADA serves its constituency faculty members, administrators,
counselors, and others in academic and student affairs concerned
with the intellectual, personal, and vocational needs of students.
It is the forum for discussion, debate, and the exchange of ideas
regarding academic advising with other areas and activities of
higher
education. NACADA is the representative and advocate of academic
advising and academic advisors to higher education.
ARTICLE
I
1. Offices.
(a)
Registered Office and Registered Agent. The location of the registered
office and the name of the registered agent of the corporation
in the State of Kansas (hereinafter referred to as "State")
shall be such as shall be determined from time to time by the
Board of Directors and on file in the appropriate office of the
State pursuant to applicable provisions of law. Unless otherwise
permitted by law, the address of the registered office of the
corporation and the address of the business office of the registered
agent shall be identical.
(b)
Corporate Offices. The corporation may have such corporate
offices anywhere within or without the State as the Board of Directors
from time to time may determine or the business of the corporation
may require. The "principal place of business" or "principal
business" or "executive" office or offices of the
corporation may be fixed and so designated from time to time by
the Board of Directors, but the location or residence of the corporation
in the State shall be deemed for all purposes to be in the county
in which its registered office in the State is maintained.
(a) Records to be kept. The corporation shall keep
at its registered office, or principal place of business, in the
State, original or duplicate books in which shall be recorded
the number of memberships issued, the names of the
members, the memberships owned of record by them respectively,
the transfer of said memberships with the date of transfer, the
amount of the corporation's assets and liabilities, and the names
and places of residence of its Officers, and from time to time
such other or additional records, statements, lists, and information
as may be required by law.
(b)
Inspection of Records. Any member, if the member be entitled and
demands to inspect the records of the corporation pursuant to
any statutory or other legal right, shall be privileged to inspect
such records only during the usual and customary hours of business
and in such manner as will not unduly interfere with the regular
conduct of the business of the corporation. The member may delegate
the right of inspection to an attorney and a certified or public
accountant on the condition, to be enforced at the option of the
corporation, that the member and such attorney and/or accountant
agree with the corporation to furnish to the corporation promptly
a true and correct copy of each report with respect to such inspection.
No member shall use, permit to be used or acquiesce in the use
by others of any information so obtained to the detriment of the
corporation. The corporation as a condition precedent to the member's
inspection of the records of the corporation may require the member
to indemnify the corporation, in such manner and for such amount
as may be determined by the Board of Directors, against any loss
or damage which may be suffered by it arising out of or resulting
from any unauthorized disclosure made or permitted to be made
by such member of information obtained in the course of such inspection.
Membership
1.
Equal Opportunity. The membership and opportunities
for leadership shall be open to all eligible individuals and there
shall be no discrimination for reasons of religion, age, race
or color, gender, marital status, sexual orientation, national
origin, or disability.
2.
Classes of Membership. The corporation shall have the following
classes of membership:
(a) General Member
(i) Eligibility. General membership shall be open to individuals
with interests in the goals of NACADA. Such individuals must
be employed at a public or private educational institution which
has institutional accreditation by an accrediting agency approved
by the Council on Higher Education Accreditation and whose primary
purpose is the delivery of instructional programs leading to
a diploma, a certificate, an Associate's, Bachelor's, and/or
graduate degrees. Individuals employed by comparable institutions
outside the United States also qualify.
(ii) Procedure. Individuals shall become members in good standing
upon payment of association dues. If an elected NACADA leader
is no longer employed at an eligible institution during the
term of office, they are immediately reclassified as an Associate
Member and may no longer hold the elected NACADA position.
(iii) Rights of Membership. General Members shall be eligible
to vote, hold office, and attend meetings of the corporation
and are entitled to all the other privileges and benefits provided
by the corporation.
(i) Eligibility.
Associate membership shall be open to individuals with interests
in the goals of NACADA who are not employed at an eligible
institution as
defined in (a)(i) preceding.
(ii) Procedure. Individuals shall become members in good standing
upon
payment of national dues.
(iii) Rights of Membership. Associate members shall be eligible
to vote and
attend meetings of the corporation and are entitled to all
the other privileges
and benefits provided by the corporation except that Associate
Members are
not eligible to be elected to positions within the NACADA
organizational
structure. Student and Retiree members are eligible for discounted
membership fees
(c)
Other Classes of Membership. The establishment of eligibility
criteria, procedure, rights of membership, and dues for other
categories of membership, such as institutional, allied, honorary,
and emeritus, shall be determined by the Board of Directors.
3. Dues. The amount of dues for each class of membership
shall be established by the Board of Directors, from time to time.
4. Place of Meetings.
All membership meetings shall be held at the principal business
office of the corporation in the State, except such meetings as
the Board of Directors to the extent permissible by law expressly
determines shall be held elsewhere, in which case such meetings
may be held, upon notice thereof as hereinafter provided, at such
other places or places, within or without the State, as the Board
of Directors shall have determined, and as shall be stated in
such notice.
5. Scheduling of Meetings.
(a) Annual Meetings. An annual membership meeting shall be held
each year during the annual conference, which is usually held
during the fall of each year on such date as may be called by
the Board of Directors, at which the members shall transact such
business as may properly be brought before the meeting.
(b) Special Meetings. Special membership meetings may be held
for any purpose or purposes and may be called by the President
or by the Board of Directors. Any members may submit a written
request to the Board of Directors to call a special meeting.
Any Officer directed by the Board
of Directors to call a special membership meeting shall do so.
The "call" and the "notice"
of any such meeting shall be deemed to be synonymous.
(c) Consent of Member in Lieu of Meeting. Any action required
to be taken or which may be taken at a membership meeting may
be taken without a meeting if the affirmative consent, setting
forth the action so taken, shall be agreed to by at least ten
percent (10%) of all members that are entitled to vote. The Secretary
shall record such consents with the minutes of the membership
meetings.
6. Notification of Meetings.
(a) Notice. Written or printed notice of each membership meeting,
whether annual or special, stating the place, day and hour of
the meeting, and, in case of a special meeting, the purpose or
purposes thereof, shall be delivered or given to the members,
either personally or by mail, either postal or electronic, (which
notice may be included or contained in the annual conference program
or the corporation's newsletter), not less than five (5) days
or more than one hundred twenty (120) days prior to the meeting,
unless, as to a particular matter, other or further notice is
required by law, in which case such other or further notice shall
be given.
Any notice of a membership meeting
sent by mail shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid or if
sent electronically, when delivered to the mail server addressed
to the members at their address as it appears on the records
of the corporation.
(b) Waiver of Notice. Whenever any notice is required to be given
under the provisions of these by-laws, or of the articles on incorporation
or of any law, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed the equivalent to the giving
of such notice.
Attendance of a member at any meeting
shall constitute a waiver of notice of such meeting except where
the members attend a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.
7. Presiding Officials.
Every membership meeting for whatever object, shall be convened
by the President, or by the Officer or any of the persons who
called the meeting by notice as above provided, but it shall be
presided over by the Officers specified in Article IV of these
by-laws.
8. Business at Meetings.
(a) Business which may be Transacted at Annual Meetings. At each
annual membership meeting, the members may transact such business
as may be desired, whether or not the same was specified in the
notice of the meeting.
(b) Business which may be Transacted
at Special Meetings. Business transacted at all special membership
meetings shall be confined to the purposes stated in the notice
of such meeting, unless the transaction of other business is
consented to by a majority of the members entitled to vote thereat.
(c) Agenda. The agenda of any membership
meeting, subject to the limitations relating to the purpose
of a special meeting as described in these by-laws, shall be
determined by the President with the advice of the Board of
Directors. Individual members shall submit to the President,
in writing, items for agenda consideration thirty (30) days
in advance of the meeting scheduled.
9. Quorum. Ten percent (10%)
of the members entitled to vote if present in person shall constitute
a quorum for the transaction of business at all meetings of the
members. Every decision of a majority of such quorum shall be
valid as a corporate act, except in those specific instances in
which a larger vote is required by law or by the articles of incorporation.
10. Members' Lists.
A complete list of the members entitled to vote at each meeting
of the members, arranged in alphabetical order, with the address
of each, shall be prepared by the Officer of the corporation having
charge of the membership records of the corporation, and shall,
for a period of ten (10) days prior to the meeting, be kept on
file at the registered office of the corporation in the State
and shall at any time during the usual hours for business be subject
to inspection by any members. Such list or a duplicate thereof
shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any member
during the whole time of the meeting. The original membership
ledger or transfer book, or a duplicate thereof kept in the State
shall be a prima facie evidence as to who are the members entitled
to examine such list, membership ledger or transfer book or to
vote at any meeting of members.
Failure to comply with the foregoing
shall not affect the validity of any action taken at any such
meeting.
11. Record Date.
The record date for any membership meeting requiring notice shall
be the close of business on the next day preceding the day on
which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting
was held. The record date for determining the member entitled
to express written consent to a corporate action without a meeting
shall be the day on which the written consent is expressed.
12. Notices to Whom.
Only members who are entitled to vote and who are of record of
this corporation as of the record date shall be eligible to vote
at said meeting or any adjournment thereof. Notwithstanding the
foregoing, all members shall be entitled to notice of any meeting.
ARTICLE
III
Directors
1. Directors - Number
and Qualifications. The number and qualifications of the Board
of Directors shall be as follows:
(a) The Board of Directors consists of nine persons elected by
the membership and the Executive Director serving ex-officio,
non-voting.
(b) One of the seated Board members
will be elected by the association membership to serve as President.
(c) One of the seated
Board members will be elected by the association membership
to serve as Vice-President.
(d) Members eligible for election to the Board of Directors
must have completed, prior to taking office, a full term as
either a Chair reporting through the Division structure of the
Association or in an equivalent position prior to October 2,
2002, as determined by the Board of Directors.
2. Powers of the Board. The property and business of
the corporation shall be controlled and managed by the directors,
acting as a board. The board shall have and is vested with all
and unlimited powers and authority, except as may be expressly
limited by law, the Articles of Incorporation or these by-laws,
to do or cause to be done any and all lawful things for and
in behalf of the corporation, to exercise or cause to be exercised
any or all of its powers, privileges and franchises, and to
seek the effectuation of its objects and purposes. NACADA has
a shared governance organizational structure and the Board of
Directors respects the roles and responsibilities vested in
the Council and other units in the association. The foci for
the Board of Directors are to determine the strategic direction
of the organization and to ensure that all of its units, in
the shared governance structure, are striving toward and achieving
those identified strategic goals. The duties of the Board of
Directors shall include, but are not limited to, determination
of the place, date and time of all membership and Board of Directors
meetings; determination of the procedures for members voting
to elect the Board of Directors and Officers of the corporation;
application for funds from any and all sources; establishing
dues and terms of membership; filling of vacancies for unexpired
terms for Officers, board members and select other leadership
positions; preparation and approval of the annual operating
budget, and preparation of an annual report to the membership
on the state of the corporation.
(a) The Board of Directors
can adopt, by two-thirds vote of the entire board, supplemental
governance documents, that more clearly define the units’
and individuals’ roles, scope of work, and responsibilities
within the organization’s shared governance structure.
Such supplemental governance documents cannot supplant or contradict
these by-laws.
(b) In such a shared governance structure,
the Board of Directors can review and reverse the decision of
any decision-making unit within the organization, as recognized
by these by-laws, in fulfillment of its obligations to be the
ultimate power within the organization, with a two-thirds vote
of the entire Board.
(c) The Board of Directors is responsible
for the ultimate interpretation and administration of the directives
and provisions of these by-laws.
(a) The terms of office for board members, unless otherwise specified
by these by-laws, shall be staggered three-year terms beginning
at the close of the annual conference following their election.
Board members are not eligible for immediate succession except
for the Executive Director who serves ex-officio, non-voting,
without election.
4. Election. The members who
are entitled to vote shall elect the Board of Directors in accordance
with the procedures set forth in ARTICLE VI.
5. Meetings.
(a) Annual Meeting. The annual meeting of the board shall be held
without notice in conjunction with and at the same place as the
annual conference in each year, where the directors shall commence
their term of office and transact such business as may properly
be brought before the meeting. New directors shall commence their
term of office at the close of the conference.
(b) Notice-Special Meetings. Special
meetings of the board may be held at any time as called by the
President or by a majority of the directors. The place may be
within or without the State as designated in the notice.
(c) Written, printed, or electronic
notice of each special meeting of the board, stating the place,
day and hour of the meeting and the purpose or purposes thereof,
shall be distributed to each director at least thirty (30) days
before the day on which the meeting is to be held, or shall
be sent to each director by telegram, or e-mail, or be delivered,
at least thirty (30) days before the day on which the meeting
is to be held. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage
thereon addressed to the director's residence or usual place
of business. If notice be given by telegraph, such notice shall
be deemed to be delivered when the same is delivered to the
telegraph company. If notice is by e-mail, then such notice
shall be deemed to be delivered when the same is delivered to
the provider’s server. The notice may be given by any
Officer having authority to call the meeting or by any director.
"Notice" and "call"
with respect to such meetings shall be deemed to be synonymous.
(d) Waiver of Notice-Any Meeting.
Whenever any notice is required to be given to any director
under the provisions of these by-laws, or of the Articles of
Incorporation or of any law, a waiver thereof in writing signed
by such director, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Attendance of a director at any meeting
shall constitute a waiver of notice of such meeting except where
the director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.
(e) Consent of Directors
in Lieu of Meeting. Any action required to be taken or which
may be taken at a meeting of the board, may be taken without
a meeting if the consent in writing, set forth the action so
taken, shall be signed by all members of the board. The Executive Director
shall file such consents with the minutes of the board meetings.
6. Meetings by Conference Telephone
or Similar Communications Equipment. Unless otherwise restricted
by the Articles of Incorporation or these by-laws or by law, members
of the Board of Directors of the corporation, or any committee
designated by such board, may participate in a meeting of such
board or committee by means of conference telephone or other electronic
communications equipment whereby all persons participating in
the meeting can express opinions to all others, and participation
in a meeting in such manner shall constitute presence in person
at such meeting.
7. Voting Rights
and Quorum.
(a) Each member of the Board of Directors shall have one vote
except the Executive Director who serves ex-officio, non-voting.
(b) The participation of five members of the Board of Directors
shall constitute a quorum. Unless otherwise specified in these
by-laws, all board actions require the affirmative vote of five
members of the Board of Directors participating in the action
being taken, except as may be otherwise specifically provided
by statute, the Articles of Incorporation, or these by-laws.
8. Removal of Directors. At
any meeting of the board, the members of the Board of Directors
may remove any director for cause.
9. Vacancies.
If the office of any director becomes vacant by reason of death,
resignation, removal or any other reason, the members of the Board
of Directors shall elect a successor from a slate of candidates put forward by the Nominating Committee.
10. Indemnification
and Liability of Directors and Officers. Each person who is
or was a director or Officer of the corporation or is or was serving
at the request of the corporation as a director or Officer of
another corporation (including heirs, executors, administrators
or estate of such person) shall be indemnified by the corporation
as of right to the full extent permitted or authorized by the
laws of the State, as now in effect and as hereafter amended,
against any liability, judgment, fine, amount paid in settlement,
cost and expense (including attorneys' fees) asserted or threatened
against and incurred by such person in his/her capacity as or
arising out of his/her status as a director or Officer of the
corporation or, if serving at the request of the corporation,
as a director or Officer of another corporation. The indemnification
provided by this by-law provision shall not be exclusive of any
other rights to which those indemnified may be entitled under
any other by-law or under any agreement, vote of members or disinterested
directors or otherwise, and shall not limit in any way any right
which the corporation may have to make difference or further indemnifications
with respect to the same or different persons or classes of persons.
No person shall be
liable to the corporation for any loss, damage, liability or expense
suffered by it on account of any action taken or omitted to be
taken by her/him as a director or Officer of the corporation or
of any other corporation which he/she serves as a director or
Officer at the request of the corporation, if such person
a) exercised the same degree of care and skill as a prudent person
would have exercised under the circumstances in the conduct of
the person's own affairs, or
(b) took or omitted to take such action in reliance upon advice
of counsel for the corporation, or for such other corporation,
or upon statements made or information furnished by directors,
Officers, employees or agents of the corporation, or of such other
corporation, which the person had no reasonable grounds to disbelieve.
11. Authority to Hire, Discharge
and Designate Duties. The Board of Directors is granted the
authority to hire and discharge employees and agents of the corporation
and fix and modify the duties, salary or other compensation of
such employees and agents. The Board of Directors may delegate
this authority or any aspect thereof to the President or other
Officers of the corporation. The Board of Directors is also granted
similar authority, which authority it may delegate to the President,
other Officers or an executive employee with respect to obtaining
and retaining for the corporation the services of attorneys, accountants
and other experts.
12. Compensation of Directors
and Committee Members. No duly-elected (or seated to fill
a vacancy), voting member of the Board of Directors will receive
a salary for their services as such, but by resolution of the
board, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each meeting of the board or committee;
provided that nothing herein contained shall be construed to preclude
any director or committee member from serving the corporation
in any other capacity and receiving compensation therefore.
ARTICLE
IV
Officers
1. Officers-Who Shall
Constitute. The Officers of the corporation may be a President,
a Vice-President, an Executive Director and such other additional
Officers as the board may from time to time deem advisable. Officers
of the corporation must have had previous leadership experience
within a Division as either an elected or appointed official.
The Officers of the corporation shall
also serve as members of the Board of Directors.
An Officer shall be deemed qualified
when the Officer enters upon the duties of the office to which
elected or appointed and furnishes any bond required by the board;
but the board may also require of such person written acceptance
and promise faithfully to discharge the duties of such office.
2. Terms of Office
and Succession.
(a) The President shall serve for a term of one year and shall
not be eligible to serve
two consecutive terms as President.
(b) The Vice President shall be elected
for a term of one year and shall not be
eligible to serve two consecutive terms as Vice President.
(c) The Executive
Director serves ex-officio without voting privileges.
(d) Officers shall
assume their offices at the close of the annual conference following
their election.
3. Removal of Officers. At any
meeting of the board, the members of the Board of Directors may
remove any Officer for cause.
4. Vacancies.
If the office of any Officer becomes vacant by reason of death,
resignation, removal or any other reason, the members of the Board
of Directors shall elect a successor from a slate of candidates
eligible from the current Board.
5. The President.
Unless the board otherwise provides, the President shall be the
chief executive officer of the corporation with such general executive
powers and duties of supervision and management as are usually
vested in the office of the chief executive officer of a corporation
and the President shall carry into effect all directions and resolutions
of the board. Except as otherwise provided for in these by-laws,
the President shall preside at all meetings of the members and
directors.
(a) Unless the board
otherwise provides, the President or any person designated in
writing by the President may execute all bonds, notes, debentures,
mortgages and other contracts for and in the name of the corporation.
(b) The President shall,
unless the board otherwise provides, be ex officio a member
without vote on all committees.
(c) The President shall have such other or further duties and
authority as may be prescribed elsewhere in these by-laws or from
time to time by the Board of Directors.
6. Vice President. The Vice
President shall, in the absence, disability, or inability to act
of the President, perform all duties and exercise all powers of
the President. The Vice President shall convene the NACADA Council,
perform the duties customary to this office and such additional
duties as directed by the President or Board of Directors.
7. The Executive
Director
(a) The Executive Director in concurrence with the Finance Committee
shall have responsibility for the safekeeping of the funds and
securities of the corporation, shall keep or cause to be kept
full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall keep, or cause to be kept,
all other books of account and accounting records of the corporation.
The Executive Director shall deposit or cause to be deposited
all moneys and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by
the Board of Directors or by any Officer of the corporation to
whom such authority has been granted by the Board of Directors.
(b) The Executive Director shall disburse,
or permit to be disbursed, the funds of the corporation as may
be ordered, or authorized generally, by the board, and shall
render to the directors, whenever they may require it, an account
of all the Executive Director’s transactions and of those
under the Executive Director’s jurisdiction, and of the
financial condition of the corporation.
(c) The Executive
Director shall attend all meetings of the board and, except
as otherwise provided for in these by-laws, all membership meetings,
and shall record or cause to be recorded all votes taken and
the minutes of all proceedings in a minute book of the corporation
to be kept for that purpose. The Executive Director shall perform
like duties for the committees when requested by the board or
any such committee to do so.
(d) The Executive
Director shall serve as a member of the NACADA Council and the
Board of Directors, and perform such other duties and shall
have such other responsibility and authority as may be prescribed
elsewhere in these by laws or from time to time by the Board
of Directors including hiring, supervision and evaluation of
staff.
(e.) The Executive
Director shall have the general duties, powers and responsibilities
of a secretary and treasurer of a corporation, and shall, unless
otherwise provided by the board, be the chief financial and
accounting officer of the corporation.
(f) If required by
the board, the Executive Director shall give the corporation
a bond in a sum and with one or more sureties satisfactory to
the board the faithful performance of the duties of the office,
and for the restoration to the corporation, in the case of death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind
in the Executive Director's possession or under the Executive
Director's control which belong to the corporation.
8. Duties of Officers May be Delegated.
If any Officer of the corporation be absent or unable to act,
or for any other reason that the President or board may deem sufficient,
the President or board may delegate, for the time being, some
or all of the functions, duties, powers and responsibilities of
any Officer to any other Officer, or to any other agent or employee
of the corporation or other responsible person.
ARTICLE V
Council,
Divisions, & Other Governing Entities
1. Council. The
role of the Council is to address the general administrative tasks
of the
organization to free the Board to focus on future strategic issues.
The Council will consist of two representatives from each of the
Divisions for a total of six voting members. The Vice President,
and the Executive Director are non-voting, ex officio members
of the Council. The Vice President serves as convenor of the Council.
The Council receives recommendations from Divisions on policies,
procedures, and programs to meet member needs and to advance the
association on these issues. The Council members review these
issues and either authorize, refer them back for further study,
or advance them to the Board with priority recommendations for
implementation. The Council will also perform activities requested
by the Board of Directors. Any vacancy on the Council shall be
filled by vote of the remaining Council members from a slate solicited
from the Nominating Committee. A majority vote of Council members
is required for official actions by the Council.
2. Divisions. The corporation shall maintain a governance
substructure utilizing three Divisions: Regional Division, Commission
& Interest Group Division, and the Administrative Division.
The Divisions focus on the particular interests and needs of the
general membership within their purview. The Division Representatives
will serve staggered two-year terms across the Divisions. The
Division Representatives are responsible for bringing issues,
proposals, and/or funding needs from the Division to the Council
for consideration, discussion, recommendation, and/or approval.
The Division Representatives are also responsible for assisting
in the development of governing structures and other governing
issues of the subdivisions. Elected Chairs of the subdivisions
within each Division will provide leadership of the subdivisions
(regions, commissions, committees). The elected subdivision Chairs
are responsible for taking issues, proposals, and/or funding needs
from the subdivisions to the Division for consideration for advancement
to the Council. The Divisions will determine any additional internal
governing structure required/desired within the Divisions.
(a) Each Division will have two representatives, one elected by
the chairs of their constituent groups from a slate solicited
from the membership and one appointed by the President with Board
approval for a two-year term alternating with the elected representative,
also from a slate solicited from the membership.
(b) Division Representative
candidates must have completed, prior to taking office, a full
term as a Chair within the respective Division.
(c) Administrative
Division. Committees, Advisory Boards, Task Forces, and Ad Hoc
Committees.
(i)The committees
within the Administrative Division focus on the operations
of the corporation and are usually advisory to the Board of
Directors and/or the Executive Office. Committees may include
but not be limited to the following: Membership, Finance,
Awards, Diversity, Professional Development, Research, Member
Career Services and others as may be determined by the Board
of Directors. The Committee Chairs will be elected for staggered
two-year terms by the Committee members and the Committee
members subsequently appointed by the Committee Chairs with
approval by the Division Reps from recommendations from other
leaders throughout the organization. Committee Chair candidates
must have completed, prior to taking office, a full term as
a respective committee member. The Board of Directors shall
review the status of committees annually and may add or dissolve
committees as needed.
(ii)
The Board of Directors shall appoint a Nominating Committee to solicit and present
qualified candidates for leadership positions in the association. The chair of the Nominating
Committee shall be the immediate past president of the Association. Serving as Chair of the
Nominating Committee does not qualify the Chair to be a Division Representative. The voting
members of the committee shall be the chair, one representative from each division of the
Council (regional, administrative, and commission/interest group) and two members at large.
Each will serve a two-year term, with the exception of the Chair/past president, who will serve a
one-year term. Their terms begin with the close of the annual conference. The Committee will
prepare a slate of candidates for the nomination deadline set for the following year (i.e., the
year when the next past president becomes the Chair). The Committee will make every effort
to solicit and present two qualified candidates for each elected position, keeping diversity in
mind, and make recommendations to the President regarding appointed positionsae if
requested. Additionally, the Committee will nominate at least two candidates to the Board whenever an
unexpected vacancy occurs in the elected Board of Directors, with one of thecandidates to be elected
by a majority vote of the remaining members of the Board.
(iii)Task
Forces. Task forces shall be created by, and members thereof
shall be appointed by, the President, who may wish to consult with the Nominating Committee,
as temporary groups to accomplish a specific
task or objective of the corporation. Task Forces shall operate
until the specific task or assignment is completed or the ending
term of the appointing President, whichever comes first, unless
reappointed by the next President. Each Task Force shall report
to the President or such other leader designated by the President.
Serving as Chair of a Task Force does not qualify the Chair
to serve as Division Representative.
(iv) Ad Hoc Committees.
Ad Hoc Committees shall be created by and members thereof
shall be appointed by the President, who may wish to consult with the Nominating Committee,
and focus on the immediate operational
needs of the board and the corporation. The status of each
Ad Hoc Committee shall be reviewed on an annual basis by the
board, which may vote to dissolve the Committee. Ad Hoc Committees
shall report to the President or such other leader designated
by the President. Serving as Chair of an Ad Hoc Committee
does not qualify the Chair to serve as Division Representative.
(v)
Advisory Boards may be appointed by the President, who may wish to consult with the
Nominating Committee, to assist with organizational
initiatives as needed. Each Advisory Board shall report to the
Executive Office.
Each of these units
(Task Forces, Ad Hoc Committtees, and Advisory Boards) will
report regularly to the Division Representatives through the
chair of the unit, in addition to their advisory role to the
Board of Directors and /or the Executive Office.
(d) Region Chairs:
Region Chairs are elected for staggered two-year terms within
the respective Divisions. These Chairs are elected by their
member constituents and must have been members of that Region
for at least one year prior to taking office. Filling vacancies
during a term is the responsibility of the Division. The Regions
are responsible for originating professional development opportunities
for the membership and for recruitment of members.
(e) Commission Chairs
Division:
(i) Commission chairs
are elected for staggered two-year terms. These Chairs are
elected by their member constituents and must have been members
of that unit for at least one year prior to taking office.
Filling Commission Chair vacancies is the responsibility of
the Division. Commissions are responsible for originating
professional development opportunities for the membership
and for recruitment of members.
(ii)
Interest Groups. Interest Groups are not part of the formal
governance structure of the Association; however, they are included
with the Commission and Interest Group Division to assure regular
communication with the leadership. Filling Interest Group chair
vacancies is the responsibility of the Division. Interest Group
chairs may participate at will in meetings of the Division;
however, the Chairs are not eligible for reimbursement from
the Association for such participation.
3. No member may be
a candidate for, nor serve concurrently in, more than one
elected position.
4. All elected Leaders
completing a full term are ineligible for immediate succession
in that position.
5 . Elected Leaders not fulfilling their responsibilities may
be removed by majority vote of
the Board of Directors.
6. In the event of
a tie vote for elected leaders, all eligible voters will then
select between/among the tied candidates.
ARTICLE
VI
Nomination
and Election of Directors
1. General.
The President of the corporation, with advice and consent of the
Board of Directors, shall charge the Executive Office with the
following responsibilities:
(a) To secure a slate
of candidates from the membership described in Section 2(a)
of ARTICLE II for election as members of the Board of Directors.
(b) To prepare and
arrange dissemination of secret ballots to all members of the
corporation entitled to vote for members of the Board of Directors;
(c) To oversee the
general election procedures so that the results of the election
may be made known at the annual conference; and
(d) To ensure a broad range of regional, institutional, gender,
and ethnic representation.
(a)
The secret ballots shall be distributed to all members entitled
to vote who are on
the membership list described in Section 11 of ARTICLE II and
who are
members on the record date for the election as determined by the
board of
directors.
(b)
The secret ballot shall be distributed in the first quarter of
the calendar year. The secret ballot shall be deemed to be delivered
when deposited in the United States mail with postage thereon
prepaid addressed to the members at their addresses as it appears
on the records of the corporation or sent to the server for announcement
of procedures for voting on-line via the Internet.
(c)
Ballots submitted electronically will be cast as secret ballots
through the on-line
voting process.
3. Election. Each candidate
for member of the Board of Directors shall be deemed to
be elected if he/she receives a plurality of the votes cast; provided,
however that at least ten percent (10%) of the membership entitled
to vote have participated in the voting. In case of a tie, a run
off election shall take place between the candidates receiving
the highest number of votes. Run off elections shall follow the
same procedures as the regular election, with ballots distributed
within 60 days of the initial tabulated results.
ARTICLE VII
General
1. Checks. All
checks and similar instruments for the payment of money shall
be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.
If no such designation is made, and unless and until the board
otherwise provides, the president and Executive Director shall
have power to sign all such instruments for, in behalf and in
the name of the corporation which are executed or made in the
ordinary course of the corporation's business.
2. Fiscal Year.
The Board of Directors shall have power to fix and from time to
time change the fiscal year of the corporation. In the absence
of action by the Board of Directors, however, the fiscal year
of the corporation shall be the calendar year.
3. Seal. The
corporation shall not have a seal.
4. Amendments.
These by-laws of the corporation may be altered, amended or repealed
and new bylaws may be adopted by the members by an affirmative
vote of two-thirds of the members voting, which total members
voting must equal no less than ten percent (10%) of the members
entitled to vote or during the annual membership meeting, in accordance
with requirements set forth in the by-laws; or by an affirmative
vote of two-thirds of the entire Board of Directors at any annual
or special meeting of the board; provided, however, that if such
alteration, amendment or repeal be at a special meeting of the
board, notice to the board of such meeting shall state that the
purpose or one of the purposes of such meeting will be to consider
and act upon such alteration, amendment or repeal.
5. Prohibition Against
Sharing in Corporate Earnings. No member, director, Officer,
or employee of or member of a committee of or person connected
with the corporation, or any other private individual shall receive
at any time any of the net earnings or pecuniary profit from the
operations of the corporation, provided that this shall not prevent
the payment to any such person of such reasonable compensation
for services rendered to or for the corporation in effecting any
of its purposes as shall be fixed by the Board of Directors in
accordance with the purposes permitted by the Articles of Incorporation
and these by-laws; and no such person or persons shall be entitled
to share in the distribution of any of the corporate assets upon
the dissolution of the corporation. All members of the corporation
shall be deemed to have expressly consented and agreed that upon
such dissolution the Board of Directors shall, after paying or
making provision for the payment of all of the liabilities of
the corporation, dispose of all of the remaining assets of the
corporation exclusively for the purposes of the corporation in
such manner, or to such organization of organizations, which are
organized and operated exclusively for charitable, educational,
religious, scientific, or such other purposes, as shall at the
time qualify as an exempt organization or organizations under
section 501 (c) (3) of the Internal Revenue Code of 1986 or the
corresponding provisions of any future United States Internal
Revenue Law (the "code"), as the Board of Directors
shall determine. Any such assets not so disposed of shall be disposed
of by the District Court in the county in which the principal
office of the corporation is then located, exclusively for such
purposes or to such organization or organizations, as said Court
shall determine, which are organized and operated exclusively
for the purposes set forth herein.
6. Exempt Activities.
Notwithstanding any provision of these by-laws, no member, director,
Officer, employee, or representative of this corporation shall
take any action or carry on any activity by or on behalf of the
corporation not permitted to be taken or carried on by an organization
exempt from income taxation pursuant to section 501 (a) of the
Code as an organization qualifying under 501 (c) (3) of the Code
and section 509 of the Code and the Regulations thereunder as
they now exist or as they may hereafter be amended, or by an organization
to which contributions are deductible under section 170C(c) (2)
of the Code and the Regulations thereunder as they now exist or
as they may hereafter be amended.
7. Meeting Procedures.
Robert's Rules of Order, as amended, shall govern the proceedings
of all meetings of the corporation.
8. To provide guidance
for its members and others in academic advising, NACADA will maintain
a statement of core values.
These by-laws were approved by the NACADA Membership by mail ballot
in June 2001 and by the Board of Directors on the 28th day of
September 2002.
November 19, 2002, Board
Approved Amendments:
-
Article III, Item 1, d, added: “completed, prior to taking
office”.
-
Article V, Item 2, a, added in its entirety
-
Article V, Item 2, b, added in its entirety
-
Article V, Item 2, a, subinfo added: “Committee Chair
candidates must have completed, prior to taking office, a full
term as a respective committee member.”
-
Article V, Item 2, b, added: “prior to taking office”.
-
Article V, Item 2, c, added: “Commission for at least
one year prior to taking office.”
-
Article V, Item 6, added in its entirety.
May 20, 2003, Board Approved Amendments:
-
Article V, Item 7, added in its entirety.
-
Article V, Item 8, added in its entirety.
July 18, 2003, Membership approved Amendment:
March 20, 2004, Board Approved Amendment
March 26, 2007, Board Approved Amendments
-
Article
II, Item 2.a.ii, amended: “Board Member is no longer employed
at an eligible institution during the term of office”
-
Article III, Item 2, added: “NACADA has a shared governance
organizational structure and the Board of Directors respects
the roles and responsibilities vested in the Council and other
units in the association. The foci for the Board of Directors
are to determine the strategic direction of the organization
and to ensure that all of its units, in the shared governance
structure, are striving toward and achieving those identified
strategic goals.”
-
Article III, 2. a, b, & c, added in their entirety.
-
Article IV, 2.b, amended to read “eligible to serve two
consecutive terms as Vice President”
-
Article IV, 3, amended to read “Removal of Officers. At
any meeting of the board, the
members of the Board of Directors may remove any Officer for
cause.”
-
Article V, 1. revised in its entirety.
-
Article V, 2.c, deleted: “Subsequent to the 2002 Chair
appointments by the President.”
-
Article VI, 1.a. deleted: “which slate is to be approved
by the Board of Directors.”
-
Article VII, 4, added to read: “two-thirds of the entire
Board of Directors”
September
14, 2007 , Board Approved Amendments
March 21, 2009, Board Approved Amendments
- Article V.1.c.ii, amended to clarify the past president’s term as Chair, Nominating Committee.
March 20, 2011
- Background and Purpose. Second paragraph, amended first sentence, “...institutions of higher education globally,...” in keeping with the new tag line.
- Article I.2.a. “membership certificates” updated to “memberships” in three places in the Records statement [to my knowledge, certificates are no longer issued].
- Article III.5.e. Since the position of Secretary was eliminated in 2002 with the reorganization of the leadership structure, the word “Secretary” amended to “Executive Director” in this statement.
- Article V.1 The singular verbs amended to plural (as shown here), given the subject in this sentence, “The Council members review these issues and either authorize, refer them...”
- ArticleV.2.c.ii. Amended, “The Committee will prepare a slate of candidates...updated “positionsae”.
- Article V.2.c.ii. Last sentence amended to be consistent with Policy AD-11: “Additionally, the Committee will nominate at least two candidates to the Board whenever an unexpected vacancy occurs in the elected Board of Directors, with one of the candidates to be elected by a majority...”
- Article III.9. Vacancies. Statement amended to read, “...the Board of Directors shall elect a successor from a slate of candidates put forward by the Nominating Committee.”
|
