By-Laws for The
BY-LAWS FOR THE
COUNCIL FOR THE ADVANCEMENT OF STANDARDS IN HIGHER EDUCATION
As Amended April 26, 2004
ARTICLE I
Purposes
Section 1. The COUNCIL FOR THE ADVANCEMENT OF STANDARDS IN HIGHER EDUCATION (hereinafter "COUNCIL") is a nonprofit corporation organized for the purposes generally of improving and advancing student services development programs, and educational opportunities in institutions of higher education; and of promoting cooperative inter-association efforts to improve the quality of services offered to students by establishing, adopting, and/or recommending professional standards for student services/development programs, and by establishing, adopting, and/or recommending standards for preparing professionals for these fields, as more particularly set forth in its Articles of Incorporation.
ARTICLE II
Offices
Section 1. The Council’s successor registered agent and mailing address shall be Phyllis Mable, Executive Director of the Council, a District of Columbia Nonprofit Corporation, at its registered office: One Dupont Circle, NW, Suite 300, Washington, D. C. 20036-1188.
ARTICLE III
Directors
Section 1. The number of Directors in each fiscal year shall be not less than three and shall be the same number as the number of active member organizations in the COUNCIL as of September 1 of that year plus two to five Public Directors. Each active member organization shall be entitled to one vote during each year in which it is an active member organization in good standing as of September 1 of said year. In addition, the Directors representing active member organizations shall elect two Public Directors, at least one of whom shall be from
outside the academic community, and one whom may be from inside the
academic community but not concurrently serving as a member of the Board of Directors representing a member organization. Each Public Director shall be entitled to one vote. The Executive Director shall serve on the Board of Directors, ex-officio (non-voting.)
Section 2. Except for the Public Directors, each Director shall be selected or designated to serve on the Board of Directors by a member organization in good standing. In addition, each member organization may, by providing written notice thereof to the President at least five days prior to the meeting, designate an alternate Director who will be empowered to act in the absence of the designated Director. Public Directors shall be appointed for a term of two years commencing on September 1 of the fiscal year they were appointed to and terminating on August 31 of the following fiscal year. All Directors, except for Public Directors, shall serve for the term for which they are appointed or designated and until their successor is appointed or designated, unless they are removed by the organization which they represent. At any time, in the event that a Director is removed by the member organization, resigns, dies, or is otherwise unable to serve, an alternate may act as Director, provided the necessary written notice has been given, unless or until the member organization appoints or designates a successor Director. Any Director shall be eligible for reappointment or re-designation to more than one term.
Section 3. The affairs of the COUNCIL shall be managed by its Board of Directors which may exercise all powers of the COUNCIL and do any act or thing which is consistent with its Articles of Incorporation, these By-laws, and the provisions of the District of Columbia nonprofit corporation laws.
Section 4. The Board of Directors may hold meetings, both regular and special, either within or without the District of Columbia.
Section 5. Regular meetings of the Board of Directors may be held at such times and at such places as may be determined by the Board of Directors.
Section 6. Special meetings of the Board of Directors may be called by the President or by the Secretary, if the Secretary has received a written request by at least fifty percent (50%) of the Directors in office. Written notice of special meetings of the Board of Directors shall be given to each Director at least thirty (30) days before the date of each such meeting. Such written notice shall specify the matters to be transacted. No matters other than those specified in the notice may be considered except that, where all Directors attend such special meeting, the Board of Directors may, by majority vote, consent to consider other matters not specified in the notice.
Section 7. A majority of Directors in office shall constitute a quorum. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in these By-laws.
Section 8. Any vote or action by the Board of Directors to adopt, amend, repeal, or recommend standards for one or more development or student services program or for the professionals in those fields shall be effective and shall constitute the act of the Board of Directors only if it is approved by a vote of two-thirds (2/3) of the Directors in office.
Section 9. Any action which may be taken by the Board of Directors at a meeting may be taken without a meeting if consents in writing shall be signed by all of the Directors in office and filed with the Secretary.
Section 10. The COUNCIL shall not reimburse any Director for his or her expenses incurred in attendance at a meeting of the Board of Directors, except that the expenses of Public Directors and such other Board members designated as deserving for such reimbursement may be authorized to be paid by the Board.
Section 11. Each member organization shall be entitled to one vote cast by either the Director or Alternate Director.
Section 12. The Board of Directors shall be governed in its procedures by Roberts' Rules of Order, Revised.
ARTICLE IV
Officers
Section 1. The Board of Directors shall, by a vote of a majority of the Directors present at a meeting at which a quorum is present or by written vote of all of the Directors in office, elect a President-elect who succeeds as President and as Past President, a Secretary, and a Treasurer. The President-elect and Past-President shall serve for a term of one year and the President, Secretary, and Treasurer shall serve for terms of three years and until their successors are elected, unless an officer is removed as a Director by his or her member organization, resigns, dies, or otherwise is unable to serve, in which event the member organization shall appoint or designate a successor Director. With approval of the Executive Committee, elected officers may continue to serve in the position of President-elect, President, Past President, Secretary, or Treasurer until the end of his or her elected term, even if he or she is no longer a Director, Alternate Director, or Public Director. When an officer position is vacant, a new officer shall be elected by majority vote of the Board of Directors. Any member of the Board of Directors or any Alternate Director, who meets the qualifications in Section 2, shall be eligible to be elected as an officer for successive terms of office, except for President-elect (See Section 2 below).
Section 2. Candidates for President-elect must have served as a Director or Alternate Director of the COUNCIL for not less than four years. Candidates for all offices should reasonably expect to represent their association on the COUNCIL as a Director or Alternate Director for a period of three years from the date of election or re-election, except for President-elect who is expected to serve for five consecutive years.
Section 3. The President-elect shall serve on the Executive Committee of the Board of Directors and perform duties as appropriate to the office.
Section 4. The President shall be the chief executive officer of the COUNCIL. He or she shall preside at all meetings of the Board of Directors, shall have general and active management of the affairs of the COUNCIL, shall perform such other duties as may, from time to time, be assigned by the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried out. The President shall execute on behalf of the COUNCIL, and may affix or cause its corporate seal to be affixed to, all instruments requiring such execution, unless the Board of Directors shall have expressly delegated such signing and execution to some other officer or agent of the COUNCIL. The President of the COUNCIL shall serve as the Chairperson of the Executive Committee of the Board of Directors.
Section 5. The Past President shall serve on the Executive Committee of the Board of Directors and perform duties as appropriate to the office.
Section 6. The Secretary shall attend all meetings of the Board of Directors and all other meetings of the COUNCIL, shall record all the proceedings of such meetings in a book to be kept for that purpose, shall send minutes of those meetings to all the Directors and alternate Directors, and shall perform like duties for the Executive Committee of the Board of Directors when required. The Secretary shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall keep in safe custody the corporate seal of the COUNCIL and, when authorized by the Board of Directors, shall affix the same to any instrument requiring it, and when so affixed, attest to it. The Secretary shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.
Section 7. The Treasurer shall have the custody of the corporate funds and assets of the COUNCIL, working with the Executive Director to carry out his or her responsibilities. The Treasurer shall prepare the Annual Budget for approval by the Board of Directors and shall render to the President at regular meetings of the Board of Directors, or when the Board so requires, an account of all COUNCIL transactions and of the financial condition of the COUNCIL. When authorized by the Board of Directors, the Treasurer may affix, or cause to be affixed, the corporate seal of the COUNCIL to any instrument requiring it, and when so affixed, attest to it. The Treasurer shall, under the direction of the Executive Committee of
the Board of Directors, review the necessary financial data to oversee the management of the affairs of the COUNCIL, and shall perform such other duties as shall from time to time be assigned by the President, Executive Committee or Board of Directors.
Section 8. The Board of Directors may elect such other officers of the COUNCIL as, from time to time, they may choose.
ARTICLE V
Executive Committee
Section 1. The Board of Directors shall be empowered, if it so desires, to appoint an Executive Committee. If such a Committee is created, it shall be comprised and shall function in accordance with the following provisions:
It shall be composed of the President, the Secretary, the Treasurer, the President-elect (during the year when this position is filled), the Past-President (during the year when this position is filled) and up to four Members-at-Large, who shall be elected to serve for staggered terms on the Executive Committee by a vote of a majority of Directors present at a meeting at which a quorum is present. In addition, an Editor may be appointed by the President and approved by the Board of Directors to serve on the Executive Committee ex-officio (non-voting) when an elected officer or Member-at-Large does not fulfill this function. Executive Committee members, other than the President, the Secretary, and the Treasurer, shall serve for a term of two years, commencing on September 1 of the fiscal year to which they are elected, and terminating on the last day of August of the following fiscal year.
Section 2. The Executive Committee shall:
(a) Between meetings of the Board of Directors, exercise all powers of the Board and carry out all acts and things which are consistent with these By-Laws and which are necessary to the management of the affairs of the COUNCIL, provided, however, that the Executive Committee shall not, under any circumstances, be empowered to adopt standards for any profession or group of persons employed by a college or university without obtaining the vote of the Board of Directors, as required in these By-Laws.
(b)Serve in the capacity of a finance committee and review the necessary financial data to oversee the management of the affairs of the COUNCIL.
(c)Cause the minutes of all meetings of the Executive Committee to be sent to all members of the Board of Directors of the COUNCIL.
Section 3. Meetings of the Executive Committee shall be called by the President, the Secretary, or the Treasurer upon the request of a majority of the members of the Executive Committee, with a minimum of six days notice.
Section 4. A majority of the Executive Committee shall constitute a quorum. A vote of a majority of those members serving on the Executive Committee shall be sufficient to act.
Section 5. Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting if consents in writing setting forth the matter or matters to be considered shall be signed by all of the members of the Executive Committee and filed with the Secretary.
ARTICLE VI
Committees
Section 1. The Board of Directors shall have the discretionary power to create Standing and Ad Hoc committees to carry on the work of the Council. If such Committees are created they shall be comprised and shall function in accordance with the following provisions:
Standing Committees shall be composed of a Director or Alternate Director who shall serve as Chair and two or more other Directors or Alternate Directors who shall be appointed and charged by the President, with the concurrence of the Executive Committee, for a renewable two-year term from the time of appointment. One member of the Executive Committee shall serve on each Standing Committee with the exception of the Nominating Committee. Standing Committees may include, but are not limited to: Nominating, Fund Raising, Communication/ Marketing, Orientation, and Research. Ad Hoc Committees shall be appointed and charged by the President, with the concurrence of the Executive Committee, to work on short-term projects with the term of appointment ending upon project completion or a Board of Directors’ decision to dissolve the Committee.
Section 2. Business of a Committee shall be coordinated by the Chair and may occur via conference telephone call, regular mail, electronic mail, or other channels of communication, or at regular Board of Directors meetings or at special meetings approved by the Executive Committee when expenditure of Council funds is requested.
Section 3. Committee Chairs shall make regular reports to the President and to the Board of Directors at its biannual meetings. A vote of a majority of those members serving on a Committee shall be sufficient to act.
Section 4. The President may accept the resignation of any Committee member at any time for any reason. New Committee members shall be named by the President, with the concurrence of the Executive Committee, to enlarge a Committee or to replace a departing Committee member. All Committee member appointment terms are renewable.
ARTICLE VII
Membership and Dues
Section 1. There shall be two (2) classes of members: Active and Associate.
Section 2. Active membership shall be open to member corporations, organizations, or associations that represent the interests of one or more groups of persons employed by institutions of higher education in capacities involving the provision of services to students and/or the preparation of professionals for these fields; provided however, that (1) the member corporation, organization, or association is national in scope within the United States, Canada, or another country and some of the students served are in institutions which qualify for exemption from taxation under the provisions of Section 501(a) of the Internal Revenue Code of 1954 as an organization described in Section 501(c)(3) of the Code or its successor section; and (2) either the members of the designees of the members of the corporation, organization, or association fall within one or more groups of persons employed by institutions of higher education.
Section 3. A corporation, organization, or association shall be considered national in scope if it has had members in fifty percent (50%) of the States in the U.S.A., Provinces of Canada, or other primary political divisions of another country during two of the last four years prior to the year of its application, and if the corporation, organization, or association satisfies one of the following four criteria, in the U.S.A.:
(a) It has during the year prior to the year in which its application is filed had at least five percent (5%) of its members in each of the four continental (Eastern, Central, Mountain, and Pacific) time zones;
(b) It has held at least one annual conference or professional meeting in each of the said continental time zones during the ten years prior to the year in which its application for membership is filed;
(c) It has had at least five percent (5%) of its members in each of the six areas of the United States which are served by a regional accrediting association (MiddleStates, New England, North Central, Northwest, Southern and Western) or other similar accreditation divisions of another country;
Section 4. Active members shall pay annual dues which shall be voted upon by the Board of Directors and shall pay a registration fee for each meeting of the Board of Directors to cover the expenses of such meeting if deemed necessary by the Treasurer. Each active member shall be entitled to one vote to be cast by the Director of the Alternate Director appointed or designated by the member organization.