NACADA BY-LAWS

BY-LAWS FOR THE 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.


2.Records.

(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.

ARTICLE II

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.

(b) Associate Member

(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.

3.   Term of Office.

(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 positions 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 the candidates to be elected by a majority vote of the remaining members of the Board.  Nominating Committee(ii) The Board of Directors shall appoint a

(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 Committees, 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.

2.  Secret Ballots.

(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:
Article II, Item 2, modified in its entirety.

March 20, 2004, Board Approved Amendment
Article V, Item 9, added in its entirety

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
Article II.2., amended moving Retiree and Student members to Associate Member Class.
Article V.c., amended to create a nominating committee and place Task Forces, Ad Hoc Committees, and Advisory Boards within the Administrative Division.

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...”
Article V.2.c.ii.  Amended, “The Committee will prepare a slate of candidates...updated “positions”.
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.”