Bylaws

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

Board Approved July 2018

ARTICLE I. MEMBERSHIP

SECTION 1. General Rights and Powers. Except as may otherwise be provided by law, the Articles of Incorporation of the Corporation 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 Corporation or these Bylaws, any right of members to vote and any right, title, or interest in or to the Association, its properties, and its franchises, shall cease and divest upon termination of membership, except that the liability of a member for sums due to 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, and Subscribing.

SECTION 3. Qualification and Rights of Institutional Membership. Any institution of higher education that offers a program of study applicable toward an associate’s, baccalaureate, or a higher degree, and that 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, receiving approval by the President, and upon payment of dues. Each Institutional Member shall have one vote on each Association governance matter submitted to a vote by action of the Board of Directors or as otherwise provided in these Bylaws. Such a vote shall be cast only by the individual officially designated by the Institutional Member as its Voting Delegate representative (typically the Vice President for Student Affairs or the most senior student affairs officer). The individual designated as the Voting Delegate may only cast one vote on any Association governance matter. All other rights, obligations, and powers shall be as provided in Section 1 of this Article.

SECTION 4. Qualification and Rights of Individual Membership. Individual membership shall be open to the categories listed below. Individual membership is subject to the payment of dues and approval by the President, whose decision is subject to review by the Membership Committee. Individual Members shall have voting rights only as specifically provided by Article III and Article IV, Section 3 of these Bylaws. All other rights, obligations, and powers shall be as provided in Section 1 of this Article. The categories of individual affiliation are:

i. Professional Affiliate:

Professional Affiliates receive full membership services and are eligible for election or appointment to global, national, or regional offices, divisions, and committees subject to the qualifications outlined in Article IV. Eligible individuals include:

  1. Professional student affairs administrators at member institutions.
  2. Professional higher education administrators at member institutions.

ii. Faculty Affiliate:

Full-time teaching faculty at member and nonmember institutions. Faculty Affiliates receive full membership services and are eligible for election or appointment to global, national, or regional offices, divisions, and committees and are subject to the qualifications in Article IV. For a Faculty Affiliate to be eligible to be nominated and elected as Chair Elect, their current institution must maintain an institutional membership from the time of nomination through their Past Chair responsibilities.

iii. Graduate Student Affiliate:

Matriculated graduate students who can be certified by a current Professional or Faculty Affiliate and who are not full-time employees (as defined by the institution) of any institution. Graduate Student Affiliates receive full membership services and are eligible for election or appointment to global, national, or regional offices, divisions, and committees subject to the qualifications in Article IV.

iv. Undergraduate Student Affiliate: 

Matriculated undergraduate students who can be certified by a current Professional or Faculty Affiliate to have a demonstrated interest in student affairs. Undergraduate Student Affiliates receive full membership services but are not eligible for election or appointment to global, national, or regional offices, divisions, and committees subject to the qualifications in Article IV. Undergraduate Student Affiliates also may not vote in any elections as outlined in these bylaws.

v. Emeritus Affiliate:

Former Voting Delegates, Professional Affiliates, Faculty Affiliates, or Associate Affiliates who are officially designated as retired by their institutions and who are no longer employed full time in higher education.

vi. Associate Affiliate:

Associate Affiliates receive full membership services but are not eligible for election or appointment to any position on the NASPA Board of Directors. Associate Affiliates may be eligible for election or appointment to global, national, regional, divisional, and other committee positions with the approval of the appropriate governing entity and are subject to the qualifications outlined in Article IV.

Individuals eligible to be Associate Affiliates include:

  1. Professional student affairs administrators at nonmember institutions.
  2. Professional higher education administrators at nonmember institutions.
  3. Administrators of student affairs or those engaged in professional work related to student affairs who are employed by postsecondary institutions that are not eligible for membership; and
  4. Others upon approval by the Membership Committee.

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 nonprofit groups. An eligible entity becomes a subscribing member by submitting an application, receiving approval by the President, and upon payment of dues. Subscribing members are not eligible to vote in Association elections of any kind and are not eligible for appointment to global, national, or regional offices, divisions, and committees.

SECTION 6. Transitional Membership. The Membership Committee may offer a transitional membership at its discretion to individuals who previously were Professional Affiliates but are temporarily not employed by either a member or nonmember institution. Transitional membership may only be conferred for a fixed period of time at the first renewal following the expiration of the Professional Affiliate membership. Transitional members are not allowed to vote in Association elections of any kind and are not eligible for appointment to global, national, or regional offices, divisions, and committees.

ARTICLE II. REGIONS, Areas, and Divisions

SECTION 1. Regions and Areas. Regions and Areas are comprised of states, countries, territories, or provinces as defined by the Board of Directors.

SECTION 2. Divisions. The Board of Directors by resolution shall establish no less than four Divisions to foster and implement the purposes of the Association. As far as possible, the Divisions shall include regional representatives nominated by respective Regional Directors in consultation with the Division Director and other members as approved by the Board of Directors.

SECTION 3. Region, Area, and Division Meetings. Members of a region, area, or division may meet at their discretion, or when requested by the Director of the region, area, or division, to discuss issues related to their institutions and to share information about these issues with the NASPA Board of Directors.

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 at the NASPA Annual Conference, which focuses on individuals who have a professional interest in student success and student affairs administration. In the absence of, and/or in addition to, the Annual Conference, the Annual Business Meeting shall be held when and where the Board of Directors determines. While any member may attend the Annual Business Meeting, only Voting Delegates are entitled to vote on the business of the Association.

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 electronically or by regular mail, to each member entitled to vote at such meeting, not less than 10 days or more than 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, electronic communication, or other publication addressed and communicated in a timely manner 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 who are present (or represented by proxy) at the NASPA 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 Voting Delegate 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 start of the Annual Business Meeting at the NASPA Annual Conference. Proxies shall be Professional Affiliates of that member institution who shall cast not more than one proxy each.

SECTION 6. Manner of Acting. A majority of the votes cast on a matter where a quorum is present (by members eligible to vote or represented by proxy) shall be necessary for the adoption of the matter, 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.  Balloting the Members. Action by Ballot. Any action that may be taken at any meeting of members may be taken without a meeting if the Association distributes to every voting member a ballot setting forth:

  1. for the election of candidates, the names of each candidate with an opportunity to vote for, or withhold a vote for, each candidate for election; and/or,
  2. for the approval of other matters, a description of each proposed action with an opportunity to vote for or against each action; such action is considered approved only if at least a quorum of members vote and if the votes in favor of the matter at least equal the votes that would have been required to approve the matter under these Bylaws if the voting had occurred at an in-person membership meeting; and,
  3. for each type of ballot sets forth, (a) the number or percentage of responses needed to meet the quorum requirements; (b) the number or percentage of approvals necessary to approve each matter other than for election of directors; and (c) the time by which ballots must be received in order to be counted.

ARTICLE IV. OFFICERS

SECTION 1. Officers. The officers of the Association shall be a Chair, Chair Elect, and Past Chair, who shall be elected in accordance with these Bylaws, and a Secretary, Treasurer, and such other subordinate officers as appointed by the Board Chair. The President shall serve as the Secretary (ex-officio). The Past Chair shall serve as the Treasurer. Any two or more offices may be held by the same person, except neither the Chair nor the President may serve as Treasurer.  

SECTION 2. Qualifications. All elected officers shall be and remain a Voting Delegate, Professional, or Faculty Affiliate, and all officers shall take office at the conclusion of the Annual Business Meeting at the NASPA Annual Conference. Changes in institutional affiliation must be continuous or, during a transition, must be accompanied by a confirmed letter of appointment at a postsecondary member institution.

SECTION 3. Election of the Chair. The Chair of the Board shall be elected by electronic ballot cast by the Voting Delegates, Professional Affiliates, Faculty Affiliates, Associate Affiliates, Emeritus Affiliates, and Graduate Student Affiliates prior to the NASPA Annual Conference. Recommendations for this position shall be solicited electronically from each Affiliate of the Association at least 30 days in advance of the Nomination Committee’s consideration of these nominations. At least two nominees shall be presented for election, and a simple majority is required. If more than two candidates are present on the ballot, a run-off election may be required between the two individuals receiving the largest number of votes.

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, with or without cause, 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, provided that all the Directors have at least 21 days’ notice of the proposed removal of any elected Officer, and such Officer has an opportunity to address the Board personally, either by video, phone, or in person, as determined by the discretion of the Board.

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 unexpired portion of the term.

SECTION 6. Chair. The Chair of the Board is elected for a 3-year term to serve as Chair Elect, Chair, and Past Chair. Following a term of 1 year as Chair Elect, the Chair Elect shall succeed to the office of Chair. Following a term of 1 year as Chair, the Chair shall succeed to the office of Past Chair. The Chair Elect must be a Professional Affiliate or Faculty Affiliate at a member institution during the years as Chair Elect, Chair, and Past Chair.

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 reappointed by their successor.

The Chair shall perform such duties as are normally associated with the office of Chair, preside at all regular and special Association 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.

If the Chair position becomes vacant, the Chair Elect shall succeed to the position. If that is not possible, the Board shall promptly assemble and conduct an election to fill the position of Chair. The Board may appoint an Interim Chair until such time that a vote of the eligible affiliates can be held.

SECTION 7. Chair Elect. The Chair Elect shall serve a term of one (1) year as prescribed in Article IV, Section 6. The Chair Elect shall assume the responsibilities of the Chair in the absence or incapacity of the Chair.

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

In the event that the Chair Elect assumes responsibilities of the Chair as a result of the resignation or incapacity of that officer as outlined in Article IV, Section 6, the functions of the Chair Elect shall be performed by the Directors as designated by the Board of Directors, until such time that an election can be scheduled.

SECTION 8. Past Chair. The Past Chair shall serve a term of one (1) year as prescribed in Article IV, Section 6.

The Past Chair shall perform duties as directed by the Chair or Board of Directors, shall serve as Chair or as a member of various standing committees as designated elsewhere in these Bylaws, and shall be responsible for providing leadership for the evaluation of the President.

SECTION 9. Secretary. The Secretary, a position held by the President (ex-officio), shall oversee a process and person to keep the minutes of all meetings of the Board, including all votes and resolutions adopted, and to record all such documents and actions in a book or electronic repository kept for that purpose. The Secretary shall also oversee a process and person to issue notices of all meetings and to see to the filing of all reports required by governmental authorities. The Secretary shall also perform such other functions and duties as the Board may prescribe from time to time. 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, a position held by the Past Chair, shall oversee a process for the custody of all funds, securities, and assets of the Association. The Treasurer shall oversee a process to secure the keeping of full and accurate account of the Association's receipts and disbursements and to 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 prescribe from time to time. The Treasurer shall oversee a process for 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 Business 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 determine from time to time.

SECTION 12. Compensation of Officers. Officers may be paid such reasonable compensation as the Board of Directors may authorize and direct from time to time when working in a capacity outside of their officer position. No officer who is a member of the Board may receive any compensation for services rendered in their capacity as a Director.

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 encompass all conventional Board powers and are outlined more specifically in the Leadership Manual.

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 conformity with these Bylaws. The Board of Directors shall consist of the Chair, Chair Elect, Past Chair, seven Regional Directors, at least four Division Directors, two Members-at-Large, the NASPA Foundation Chair, and the 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. Regional Directors. Regional Directors shall be elected in staggered years, as outlined in Article II. The term of a Director is two (2) 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 in the unexpired term of a predecessor shall be eligible for nomination for one full succeeding term.

The Regional Directors shall be elected by electronic 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 nominees shall be presented to the regional membership for elections 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 candidates for Director receiving the 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. The candidate elected will serve as Director Elect in the Region for the year prior to assuming the Regional Director position.

SECTION 4. Division Directors. At least four Division Directors shall be appointed to serve on the Board of Directors for terms of two (2) years, appointed by the Chair in staggered years, subject to the approval of the Board of Directors. Division Directors shall not succeed themselves provided, however, that a Division Director serving an unexpired term of a predecessor shall be eligible for appointment for one full succeeding term, as approved by the Board of Directors.

SECTION 5. Conference Chair. The Conference Chair shall serve for a term of one (1) year following a term as Conference Chair Designate. The Conference Chair shall be responsible for planning and directing the NASPA Annual Conference, subject to approval of the Board of Directors, 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 6.  Members-at-Large. The Chair may appoint two Members-at-Large to serve on the Board of Directors for a term of two (2) years, subject to the approval of the Board of Directors.

SECTION 7.  Foundation Board Chair. The Chair of the Foundation Board of Directors shall serve on the NASPA Board of Directors for the duration of their term as NASPA Foundation Board Chair.

SECTION 8. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.

SECTION 9. 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 10. Meetings. Regular meetings of the Board of Directors shall be held at such place and time as may be designated by a 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 any member of the Board of Directors and with notice provided electronically to the Board of Directors.  

SECTION 11. 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 12. 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 13. Compensation. No Director shall receive any compensation for their 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 the Director, including, for example, expenses for travel, lodging, meals, postage, photocopying, and long-distance telephone calls.

SECTION 14. Evaluation of Performance of the Board. The Board shall evaluate its performance in accordance with a process approved by the Board of Directors.

SECTION 15. Removal. A Director may be removed from office, with or without cause, upon a vote of a majority of the Directors then in office to remove them, whenever, in the Directors’ judgment, the best interest of the Corporation would be served thereby, provided that all the Directors have at least 21 days’ notice of the proposed removal, and the Director at issue has an opportunity to address the Board personally, either by phone, video, or in person, as determined by the discretion of the Board.

ARTICLE VI. COMMITTEES

SECTION 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors. Committees shall have and exercise the authority of the Board of Directors in the management of the Association to the extent outlined in the approved resolution.

SETION 2. Limitations of Committees. No such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing these Bylaws; electing, appointing, or removing any member of any such committee or any Director or officer of the Association; amending the Articles of Incorporation of the Association; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Association; or amending, altering, or repealing any resolution of the Board of Directors, which, by its terms, provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it by law.

SECTION 3. Executive Committee. There shall be an Executive Committee of the Board of Directors, which shall consist of the Chair, Chair Elect, and the Past Chair. The President shall serve ex-officio and shall not vote. The Executive Committee shall have such powers and shall perform such duties, as the Board may delegate to it from time to time by resolution. Any action duly taken by the Executive Committee within the course and scope of its authority shall be binding upon the Association. The Executive Committee may be abolished and reinstated at any time by the vote of a majority of the whole Board of Directors, and during the course of the committee's existence, the membership thereof may be increased or decreased and the authority and duties of the Committee changed by the Board of Directors as it may deem appropriate.

SECTION 4. Standing Committees. The Chair, upon assuming office, shall appoint and set the responsibilities of the following Standing Committees with the approval of the Board of Directors, including others who may be appointed by the Chair:

  1. Selections and Awards Committee: Shall consist of two Members-at-Large, two Regional Directors, two Division Directors, and the Chair Elect who shall serve as Committee Chair.
  2. Membership Committee: Shall be a committee of the whole. The Chair Elect shall serve as Committee Chair.
  3. Nominations and Resolutions Committee: Shall consist of the Regional Directors serving the first year of their term, two Division Directors, a Member-at-Large, and the two most recent Chairs who wish to participate. The most Past Chair shall serve as Chair.
  4. Finance and Operations Committee: Shall be a committee of the whole. The Past Chair shall serve as Committee Chair.
  5. Audit Committee: Shall consist of one Regional Director, one Division Director, and the Chair Elect who shall serve as Committee Chair.

The Board may appoint such additional standing committees as it may determine from time to time. At its option, the Board of Directors may appoint persons to these committees who are not Board members. Such committees shall be chaired by Board members and shall meet at the call of their respective Chairs, upon reasonable notice.

SECTION 5. Committees of Members. Other Committees may be established and charged in such a manner as may be designated by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee need not be Directors of the Association, and the Chair of the Association shall appoint the members thereof and may remove any such member whenever, in the Chair’s judgment, the best interest of the Association shall be served by such removal.

SECTION 6. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until their successor is appointed, unless the committee shall be terminated sooner, or unless such member be removed from such committee or unless such member shall cease to qualify as a member thereof.

SECTION 7. Chair. One member of each committee shall be appointed Chair by the Chair of the Board of Directors except as otherwise provided in these Bylaws or by Board resolution.

SECTION 8. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Vacancies shall be filled by the Chair in consultation with the Selections Committee and the Board. Consultation shall include a determination of those constituencies to be represented.

SECTION 9. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

ARTICLE VII. President

SECTION 1. Terms of Employment. The Board of Directors shall employ a President pursuant to an agreement. The President shall be appointed upon the majority vote of the Board of Directors and shall serve at the pleasure of the Board. A decision to terminate the employment of the President shall require two-thirds majority vote of the total Board of Directors. Vacancies in the position of President may be filled by interim appointment by the Chair until the next meeting of the Board of Directors. Extension of the contract, and salary and benefit increases, may be made upon approval of the Board of Directors and in accordance with the President Review Process approved by the Board of Directors.

SECTION 2. Responsibilities of the President. The President shall direct and execute all decisions of the Board of Directors and shall perform such other duties as the Board may prescribe or authorize from time to time. The foregoing duties shall include, but not be limited to, the hiring and discharge of employees to fill such positions as the Board may authorize from time to time; the execution of contracts or other instruments on behalf of the Association as the Board may authorize; maintenance of membership records; and the signing of checks, drafts, or other orders for payment of money provided that the Board may, by resolution, provided that such checks, drafts, or other orders for payment above such amount as may be specified in the resolution shall require the countersignature of one or more specified officers of the Association. The President shall furnish the Board with an operating and financial report at each regular and special meeting thereof.

SECTION 3. Evaluation of the President. The President shall be evaluated annually in accordance with a process approved by the Board of Directors.

ARTICLE VIII. Dues

SECTION 1. Membership Dues. The dues for all categories of members may be established only by the Board of Directors. The Board of Directors may authorize an annual dues adjustment using the Consumer Price Index (CPI) for the previous year as an initial basis but with discretion to make the decision that is in the best interest of the Association. All membership dues increases will be approved by the Board of Directors as part of the annual budget approval process.

ARTICLE IX. Historian

SECTION 1. Historian. The Chair may appoint a historian to chronicle the history of the Association. Such appointment shall be reported to the Board of Directors. The Historian shall serve until the Chair requests the Historian's resignation or until the Historian resigns.

ARTICLE X. Additional Provisions

SECTION 1. Non-Discrimination. The Association does not discriminate on the basis of race, color, national origin, religion, sex, age, affectional or sexual orientation, gender identity and expression, or disability in any of its policies, programs, and services.

SECTION 2. Member Resolution Process. A member resolution is an instrument expressing the opinion, will, and intent of the Association Voting Delegates. Endorsement of a resolution by the delegate body constitutes a directed call for Board of Directors consideration. A resolution is distinct from a motion that results in the approval or disapproval of a proposed Association rules. The Board of Directors bears the responsibility to deliberate on approved resolutions and to report their disposition to the delegate body. Any member may submit a proposed resolution as outlined below.

The procedure for submitting resolution proposals includes one of the following methods:

  1. A draft of a proposed resolution may be submitted in writing to the appropriate Board Member prior to the opening date of the NASPA Annual Conference.
  2. Resolution proposals may be submitted to the Board of Directors any time during the NASPA Annual Conference but prior to the Annual Business Meeting.
  3. Resolutions may be presented to the membership from the floor under "New Business" during the Annual Business Meeting.

SECTION 3. Indemnification. The Corporation shall have the power to indemnify its officers, directors, employees and agents, and such other persons as designated by the Board of Directors, to the full extent permitted by law.

SECTION 4. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, shall keep at its registered or principal office a record giving the names and addresses of the members of its Board of Directors, and shall keep at its registered or principal office in the District of Columbia a record of the names and addresses of members entitled to vote.

SECTION 5. Notice. Whenever, under the provisions of these Bylaws, the Articles of Incorporation of Corporation or statute, notice is required to be given to a Director, committee member, or officer, such notice shall be given in writing or by mail, electronic mail, or express delivery service, with postage or express delivery charges thereon prepaid, to such person at their address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when mailed or delivered to the express delivery service. Notice may also be given by telephone, and will be deemed given when received, if followed by a writing mailed on the same day or the next day.

SECTION 6. Electronic Meetings. Any one or more Directors or members of a committee may participate in a meeting of the Board or committee by telephone, video, or similar conferencing technology that allows all persons participating in the meeting to be heard and to hear each other. Such participation in a meeting shall be deemed present at such meeting.

SECTION 7. Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors.

SECTION 8. Amendment. These Bylaws may only be amended by the affirmative vote of two thirds of those Voting Delegates returning an electronic ballot on or before the deadline stated on the ballot. Proposed amendments must be mailed to the official Voting Delegate at each member institution at least 30 days prior to the ballot return deadline date.

SECTION 9. Scope of Bylaws. The Bylaws of this Corporation are intended to govern all activities, operations, and organizational units of the Association. No region, unit, division, or other Association entity shall establish policy, procedures, or guidelines that are not consistent with these documents. The Board of Directors is authorized by the membership to decide all questions regarding bylaw intent, purpose, or interpretation.

Revised July 2018