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Bylaws

Revised and Annotated Bylaws of NASPA:
Student Affairs Administrators in Higher Education

Revised November 2011

ARTICLE I. MEMBERSHIP

SECTION 1. General Rights and Powers. Except as may otherwise be provided by law, the Articles of Incorporation of the Association or these Bylaws, the number, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension and expulsion of members shall be determined by the Board of Directors. Except as may otherwise be required by law, the Articles of Incorporation of the Association or these Bylaws, any right of members to vote and any right, title or interest in or to the Association, its properties and franchises, shall cease and divest upon termination of membership, except that the liability of a member for sums due the Association shall survive such termination unless otherwise expressly provided by the Board of Directors.

SECTION 2. Classes of Membership. The Association shall have three classes of membership, which shall be Institutional, Individual Affiliate and Subscribing.

SECTION 3. Qualification and Rights of Institutional Membership. Any institution of higher education which offers a program of study applicable toward an associate, baccalaureate, or a higher degree, and which is fully accredited, or has an application for accreditation pending with the appropriate regional accrediting agency, may apply for membership. An individual unit of a university or a state or principal system of higher education is eligible to be an Institutional Member if the unit is designated as an operationally separate institution by the appropriate regional accrediting association, or by the appropriate governmental agency. An institution becomes an Institutional Member of the Association upon submitting an application and receiving the affirmative vote of a majority of the members of the Membership Committee and upon payment of dues. Each Institutional Member shall have one vote on each matter submitted to a vote by action of the Board of Directors or as otherwise provided in these Bylaws. Such vote shall be cast only by a Professional Affiliate of such Institutional Member officially designated by the Institutional Member as its Voting Delegate and representative. The individual designated as Voting Delegate may only cast one vote on any matter. All other rights, obligations and powers shall be as provided in Section 1 of this Article.

SECTION 4. Qualification and Rights of Individual Affiliate Membership. Individual Affiliate membership shall be open to the categories listed below. Individual Affiliate membership is subject to payment of dues, and approval by the Executive Director, whose decision is subject to review by the Membership Committee. Affiliate Members shall have voting rights as specifically provided by these Bylaws. All other rights, obligations and powers shall be as provided in Section 1 of this Article. The categories of individual affiliation are:

  1. Professional Affiliate:

    Administrators of student affairs at member institutions. Professional Affiliates receive full membership services and are eligible for election or appointment to national or regional offices, divisions, and committees.  

  2. Associate Affiliate:
    1. student affairs administrators on a nonmember college or university campus;
    2. professional staff members of educationally related groups;
    3. administrators of student affairs or those engaged in professional work related to student affairs, who are employed in postsecondary institutions which are not eligible for membership; and
    4. others upon approval by the Membership Committee. 
       
  3. Faculty Affiliate:

    Full-time teaching faculty. Faculty Affiliates receive full membership services and are eligible for election or appointment to national or regional offices, divisions, and committees.

  4. Graduate Student Affiliate:

    Matriculated graduate students recommended by a Professional or Faculty Affiliate and certified by the Professional or Faculty Affiliate not to be full-time employees (as defined by the institution) of any institution.

  5. Undergraduate Student Affiliate:

    Matriculated undergraduate students recommended and certified by a Professional or Faculty Affiliate. The undergraduate student should have a demonstrated interest in student affairs.

  6. Emeritus Affiliate:

    Former voting delegates, professional affiliates, or associate affiliates who are officially designated as retired by their institutions and who are no longer employed full time in higher education.

SECTION 5. Qualification and Rights of Subscribing Membership. Subscribing Membership is available to individuals, organizations, manufacturers or suppliers of goods and services that operate for profit and support the policies, purposes, and activities of the Association, educational associations, governmental agencies, and other non-profit groups. Subscribing membership is subject to approval by the Executive Director, subject to review by the Membership Committee.

ARTICLE II. REGIONS

SECTION 1. Regions. The regions from which the Directors are elected shall consist of the following states, countries, territories, or provinces:

  1. Region I - Connecticut, Maine, Atlantic Provinces of Canada, Massachusetts, New Hampshire, Rhode Island, Vermont, Quebec. 
     
  2. Region II - Canal Zone, Delaware, District of Columbia, Maryland, New Jersey, New York, Pennsylvania, Puerto Rico, Virgin Islands, West Virginia. 
     
  3. Region III - Alabama, Florida, Georgia, Kentucky, Louisiana, Mexico, Mississippi, North Carolina, South Carolina, Tennessee, Texas, Virginia, The Family Islands (Bahamas). 
     
  4. Region IV - East - Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, Ontario, Wisconsin. 
     
  5. Region IV - West - Arkansas, Colorado, Kansas, Manitoba, Missouri, Nebraska, New Mexico, North Dakota, Oklahoma, Saskatchewan, South Dakota, Wyoming. 
     
  6. Region V - Alaska, Alberta, British Columbia, Idaho, Montana, Nevada, Oregon, Utah, Washington. 
     
  7. Region VI - Arizona, California, Guam, Hawaii. 
     
  8. Member institutions located beyond the territorial limits of the United States and Canada shall be assigned by the Board of Directors to the most proximate region.

SECTION 2. Region Representatives. Representatives of the institutions within a region may meet at their discretion, or when requested by the Director of the region, to discuss issues related to their institutions or to recommend action to be taken.

ARTICLE III. MEETINGS OF MEMBERS

SECTION 1. Annual Meeting. There shall be an annual business meeting of members at which the general business of the Association shall be transacted. The annual business meeting shall be held when and where the Board of Directors shall from time to time determine. In connection with the annual business meeting, there shall be an annual conference of members which focuses on the needs of the senior student affairs officers and deputies, other student affairs administrators, other educators, graduate students, and individuals who have a professional interest in student affairs administration.

SECTION 2. Special Meetings. Special meetings of the members shall be called upon the majority vote of the Board of Directors, or upon written petition delivered to the Secretary signed by not less than one-quarter of the members entitled to vote at such meeting.

SECTION 3. Notice. Written notice stating the place, date and hour of any meeting of members shall be delivered, either personally or by regular mail, to each member entitled to vote at such meeting, not less than ten (10) days or more than one-hundred twenty (120) days before the date of such meeting, by or at the direction of the Secretary. In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. Inclusion of a notice of meeting in a newsletter or other publication addressed and timely mailed to each member shall constitute notice under this Section.

SECTION 4. Quorum. At the annual business meeting, a quorum shall consist of a majority of the Voting Delegates then in good standing registered or represented by proxy at the annual conference. If there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice.

SECTION 5. Proxies. At any meeting of the members, a member entitled to vote may do so by proxy executed in writing. Proxies may confer general voting rights, or they may be limited to prescribed action on a particular issue. Designation of proxies to be exercised at the annual business meeting shall be in writing and received by the President no later than the official opening day of the annual conference. Proxies shall be Voting Delegates or Professional Affiliates who shall cast not more than one proxy each.

SECTION 6. Manner of Acting. A majority of the votes cast by the members eligible to vote who are present or represented by proxy shall be necessary for the adoption of a matter voted upon unless a greater proportion is required by law or these Bylaws. The meetings of members of the Association may be conducted according to the procedures specified in the most recent edition of Robert's Rules of Order. The presiding individual at any meeting may appoint a parliamentarian to advise the presiding individual on parliamentary matters.

SECTION 7. Written Consent. Any action which must be, or may be, taken at a meeting of the members or directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members or directors entitled to vote.

ARTICLE IV. OFFICERS

SECTION 1. Officers. The officers of the Association shall be a Chair, Chair-Elect, Past-Chair, and regionally elected Directors, who shall be elected in accordance with these Bylaws, and a Secretary, Treasurer and such other subordinate officers as the Board of Directors may from time to time appoint or authorize the Chair to appoint. Any two or more offices may be held by the same person, except the offices of Chair and Secretary. The President shall not, by virtue of such capacity, be considered an officer of the Association, but may be appointed an officer by the Board of Directors.

SECTION 2. Qualifications. All elected officers shall be Professional or Faculty Affiliates and all officers shall take office at the conclusion of the business meeting of the annual meeting.

SECTION 3. Election and Term of Office. The Board of Directors shall at every annual meeting elect the Secretary, Treasurer and such other officers as the Board shall by resolution have authorized. Each officer will hold office until his or her successor will have been duly elected or qualified.

SECTION 4. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, upon the vote of two-thirds of the Directors then in office, whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal will be without prejudice to the contract rights, if any, of the officer so removed.

SECTION 5. Vacancies. Unless otherwise provided in these Bylaws, a vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the un-expired portion of the term.

SECTION 6. Chair. Following a term of one year as Chair-Elect, the Chair-Elect shall succeed to the office of Chair. The Chair shall serve as chief executive officer for a term of one year.

The Chair is empowered to appoint such ad hoc committees as deemed necessary for specific functions. Such committees shall continue to exist only for the term of office of the appointing Chair, but may be re-appointed by his/her successor.

The Chair shall perform such duties as are normally associated with the office of Chair; preside at all regular and special national meetings; preside at all meetings of the Board of Directors, and the Executive Committee thereof; and serve as an ex officio member of all committees.

SECTION 7. Chair-Elect. The Chair-Elect shall be elected for a term of one year by Voting Delegates, Professional Affiliates, Faculty Affiliates, Associate Affiliates, Emeritus Affiliates, and Graduate Student Affiliates. The Chair-Elect shall succeed automatically to the office of Chair for a term of one year, and shall assume the responsibilities of the Chair in the absence or incapacity of the Chair. The Chair-Elect must be a Professional or Faculty Affiliate in a region during the years as Chair-Elect and Chair.

The Chair-Elect shall perform duties as directed by the Chair or Board of Directors, shall serve as chair or member of various standing committees as designated elsewhere in these Bylaws, and shall be responsible for planning for the Association.

The Nominations Committee shall be responsible for soliciting nominations for the position of Chair-Elect. Recommendations for this position shall be solicited electronically from each affiliate of the Association at least thirty days in advance of the committee's consideration of these nominations. At least two (2) nominees shall be presented for election. A simple majority is required for election. If more than two (2) candidates are presented on the ballot, a run-off election may be required between the two individuals receiving the largest number of votes. The Chair-Elect shall be elected by mail ballot prior to the annual meeting by the Voting Delegates, Professional Affiliates, Faculty Affiliates, Associate Affiliates, Emeritus Affiliates, and Graduate Student Affiliates.

In the event the Chair-Elect assumes the responsibilities of the Chair as a result of the resignation or incapacity of that officer, the functions of the Chair-Elect shall be performed by the Directors as designated by the Board of Directors, and the Board shall promptly schedule and conduct an election to fill any vacancies created thereby.

SECTION 8. Regional Directors. Seven Regional Directors shall be elected, one from each of the seven Regions as defined in Article II. The Directors from Regions I, III, IV-West, and VI shall be elected to take office in even-numbered years; the Directors from Regions II, IV-East, and V shall be elected to take office in odd-numbered years. The term of Director is two years. The Regional Director must be a Professional or Faculty Affiliate in the electing region at the time of election and throughout the two-year term. Directors shall not be eligible to succeed themselves; provided, however, that a Regional Director serving the un-expired term of a predecessor shall be eligible for nomination for one succeeding full term.

A Regional Director is responsible for the following functions:

  1. Representing the region at meetings of the Board of Directors.
     
  2. Coordinating regional activities and acting as official spokesperson for the Association in the region. 
     
  3. Serving as the official representative of the Association at meetings of other associations in the region, when requested by the Chair or Board of Directors. 
     
  4. Informing members and affiliates within the region of activities by regular communications or meetings.   
     
  5. Planning and conducting regional activities which may be scheduled at the annual meeting. 
     
  6. Strengthening membership in the Association by serving on the Membership Committee.

The Regional Directors shall be elected by mail ballot prior to the annual meeting. All regional Voting Delegates, Professional Affiliates, Faculty Affiliates, Associate Affiliates, Emeritus Affiliates, and Graduate Student Affiliates shall be eligible to vote in their specific regional elections. At least two (2) nominees shall be presented to the regional membership for election so there will be a successor if a resignation occurs.

A simple majority is required for election. If more than two candidates are presented on the ballot, a run-off election may be required between the two individuals receiving the largest number of votes. In the event a Regional Director resigns or becomes incapacitated, or is removed, the candidate for Director receiving the next highest number of votes shall be invited to succeed the Director position. If that candidate does not succeed to the Director Position, the Board of Directors shall specify the process for selection of the Regional Director.

Regions may choose to elect a Director-Elect to serve in the Region for the year prior to assuming the Regional Director position. In this case, nomination and election of the Regional Director-Elect will occur according to the above process the year before assuming the Regional Director position.

SECTION 9. Secretary. The Secretary shall keep the minutes of all meetings of the Board including all votes and resolutions adopted, and shall record all such documents and actions in a book kept for that purpose. The Secretary shall issue notices of all meetings, shall see to the filing of all reports required by governmental authorities, and shall perform such other functions and duties as the Board may from time to time prescribe. The Board of Directors may appoint and empower such Assistant Secretaries as shall be required to carry out the purpose of this section.

SECTION 10. Treasurer. The Treasurer shall have custody of all funds, securities and assets of the Association. The Treasurer shall secure the keeping of full and accurate account of Association's receipts and disbursements, and ensure that all monies and other assets are deposited in the name of the Association in such depositories or through such fiscal agents as the Board may from time to time prescribe. The Treasurer shall oversee the disbursement of the funds and assets of the Association as ordered by the Board of Directors, and shall provide an accounting of all transactions at each regular meeting of the Board and at the Annual Meeting of the members. The Board of Directors may appoint and empower such Assistant Treasurers as shall be required to carry out the purpose of this section.

SECTION 11. Surety. The Board of Directors may require the Chair, Treasurer or any other officer to furnish such surety as it may from time to time determine.

SECTION 12. Compensation of Officers. Officers may be paid such reasonable compensation as the Board of Directors may from time to time authorize and direct, except that no officer who is a member of the Board may receive any compensation for services rendered in his or her capacity as a Director except as otherwise provided in these Bylaws.

ARTICLE V. BOARD OF DIRECTORS

SECTION 1. General Powers. The property, business and affairs of the Association shall be managed by its Board of Directors in accordance with these Bylaws and the purposes of the Association. The powers of the Board of Directors include, but are not limited to, the following:

  1. Direction of the business of the Association during the period between annual meetings.
     
  2. Approval of the annual Association budget, the investment policy, and special expenditures. 
     
  3. Approval of the program content of the annual conference.  
      
  4. Approval of an annual audit of the financial transactions of the Association. 
     
  5. Approval of policy recommendations submitted by the Divisions.
     
  6. Approval of all contractual relationships with foundations, governmental agencies, or other professional organizations.
     
  7. Approval of all copyright arrangements.
     
  8. Approval of the agenda for the annual business meeting.
     
  9. Maintenance and publication of an accurate record of the proceedings of the annual business meeting.
     
  10. Preparation of proposed changes to the Articles of Incorporation, Bylaws, or dues structure, and the rationale for such changes. 
     
  11. Maintenance of an active roster of members of the Association assigned to committees and to other groups as representatives of the Association. Continuation of all assignments shall be subject to review and recall by the Board of Directors. 
     
  12. Establishment of publication policies and responsibility for quality control of all publications.

SECTION 2. Number and Qualifications. The members of the initial Board of Directors shall be those persons named in Article Eight of the Articles of Incorporation of the Association, who shall serve until their successors shall be elected or appointed and qualified, in conformance with these Bylaws. The Board of Directors shall consist of the Chair, Chair-Elect, Immediate Past-Chair, seven Regional Directors, at least four Division Directors, two Members at-Large, the NASPA Foundation Chair, and Conference Chair, each of whom shall have one vote, and the President who shall have no vote. The term of office begins at the close of the annual business meeting.

SECTION 3. Conference Chair. The Conference Chair shall serve for a term of one year, following a term as Conference Chair-Designate. The Conference Chair shall be responsible for planning and directing the annual conference, subject to approval of the Board of Directors, shall prepare and submit a budget for the annual conference to be included in the budget of the Association, and shall carry out such other duties as may be specified. The Conference Chair is appointed by the Board of Directors upon the recommendation of the Chair-Elect.

SECTION 4. Division Directors. The Chair shall appoint at least four Division Directors to serve on the Board of Directors for a term of two years, subject to the approval of the Board of Directors. Division Directors shall not succeed themselves; provided, however, that a Division Director serving an un-expired term of a predecessor shall be eligible for appointment for one succeeding two-year term.

SECTION 5. Members-at-Large. The Chair shall appoint two Members-at-Large to serve on the Board of Directors for one year, subject to the approval of the Board of Directors. A Member-at-Large may only be appointed to one additional term on the Board.

SECTION 6. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the un-expired term.

SECTION 7. Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. If at any meeting of the Board there shall be less than a quorum of Directors present, a majority of those Directors present may adjourn the meeting from time to time without further notice.

SECTION 8. Meetings. Regular meetings of the Board of Directors shall be held at such place and time as may be designated by resolution of the Board, or as may be specified in the notice of the meeting. Special meetings may be held at any time upon the call of the Chair or upon written request signed by two thirds of the Directors and submitted to the Secretary. Written notice of special meetings shall be given to each Director not less than one day before such meeting. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors. Meetings may be held at any time without notice if all the Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing.

SECTION 9. Waiver of Notice. Any Director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance at a meeting shall constitute a waiver of notice thereof, except where attendance is for the express purpose of objecting to the call or convening of the meeting.

SECTION 10. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Association or these Bylaws, the act of a majority of the Directors present at a duly noticed meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 11. Compensation. No Director shall receive any compensation for his or her services in such capacity, except that the Board may by resolution provide for the reimbursement of actual expenses incurred in the performance of the duties of Director, including for example such expenses for travel, lodging, meals, postage, photocopying, and long distance telephone calls.

SECTION 12. Evaluation of Performance of the Board. The Board shall evaluate its performance in accordance with a process approved by the Board of Directors.

Bylaws continued...