BACKGROUND AND PURPOSE
NACADA: The Global Community for Academic Advising (NACADA) 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 conferences and the founding of the National Academic Advising Association in 1979. In 2012, NACADA officially became the Global Community for Academic Advising.
Vision
NACADA: The Global Community for Academic Advising is the leading association globally for the advancement of student success through excellence in academic advising in higher education.
Mission
NACADA: The Global Community for Academic Advising provides its members with exemplary and innovative opportunities for professional development and personal growth. As a global community promoting student success through academic advising, our Association utilizes four interconnected and key principles:
- We are inclusive, committed to offering all our members equitable opportunities for professional development and to fostering belongingness in the association.
- We are global, expanding our horizons by bringing together perspectives from around the world and collaborating with other organizations in the field of higher education.
- We promote a scholarly approach to academic advising, by stimulating research and enabling our members to connect theory to practice.
- We constitute a veritable community, based on mutual respect, encouragement, and support, thus providing an inviting and stimulating environment for professional development.
The purpose of these Bylaws is to fulfill the requirements established for non-profit organizations seeking 501(c)(3) status and legal requirements for doing so as set by the State of Kansas. More specific internal operating guidelines that go over and beyond these legal requirements are defined in the Association Policies, the Memorandum of Understanding between NACADA and Kansas State University, and other documents established for individual units within the association.
No part of the net earnings of the association may inure to the benefit of, or be distributable to its Board of Directors, trustees, Officers, or other private persons, except that the association will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles.
No substantial part of the activities of the association may be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association will not participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Refer to Association Operational Policy OP-07 regarding lobbying and political activities for specific regulations.
Notwithstanding any other provisions herein, the association will not carry on any activities not permitted to be carried on: (a) by an organization exempt from federal income tax under section 501(a) of the Code, as an organization described in section 501(c)(3) of the Code; and/or (b) by an organization, contributions to which are deductible under sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Code.
ARTICLE I
Offices and Records
- Offices.
- Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the corporation (hereinafter referred to as ‘association’) in the State of Kansas (hereinafter referred to as ‘State’) shall be determined by the Board of Directors, in concurrence with the Executive Director, and on file in the appropriate office of the State pursuant to applicable provisions of law.
- Association Offices. The association may have such offices anywhere within or outside of the State as the Board of Directors, in concurrence with the Executive Director, may determine or the business of the association may require. The 'principal place of business' or 'principal business' or 'executive' office or offices of the association may be fixed and so designated by the Board of Directors, in concurrence with the Executive Director, but the location or residence of the association in the State shall be deemed for all purposes to be in the county in which its registered office in the State is maintained.
- Records.
- Records to Be Kept. The association shall keep at its registered office, or principal place of business, in the State, records in which shall be recorded the number of memberships issued, the names of the Members, the class of membership owned by them respectively, the amount of the association's assets and liabilities, and the names and places of residence of its Board Members, and such other or additional records, statements, lists, and information as may be required by law.
- Inspection of Records. Any Member, if the Member be entitled, who demands to inspect the records of the association pursuant to any statutory or other legal right, shall be privileged to inspect such records with a minimum of five (5) business days’ notice, only during the usual and customary hours of business of the Executive Office and in such manner as will not unduly interfere with the regular conduct of the business of the association. 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 association, that the Member and such attorney and/or accountant agree with the association to furnish to the association 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 association. The association, as a condition precedent to the Member's inspection of the records of the association may require the Member to indemnify the association, 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, ethnicity, gender, gender identity, gender expression, veteran status, marital status, sexual orientation, national origin, or disability.
2. Classes of Membership. The association 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 for membership.
(ii) Procedure. Individuals shall become General Members in good standing on an annual basis, upon payment of association dues. If a General Member elected to a leadership position within the association is no longer employed at an eligible institution during the term of office, they are immediately reclassified as an Associate Member and may only complete their elected term if approved by their Division Representatives or by the Board of Directors, in consultation with the Executive Office, per processes outlined in the Association Policies.
(iii) Rights of Membership. General Members shall be eligible to vote and attend meetings of the association and are entitled to all the other privileges and benefits provided by the association.
(b) Associate Member.
(i) Eligibility. Associate membership shall be open to individuals with interests in the goals of the association who are not employed at an eligible institution as defined in (a)(i) above.
(ii) Procedure. Individuals shall become Associate Members in good standing on an annual basis, upon payment of association dues.
(iii) Rights of Membership. Associate Members shall be eligible to vote and attend meetings of the association and are entitled to all the other privileges and benefits provided by the association, except that Associate Members are not eligible to be elected to positions within the organizational structure of the association.
(c) Student Member.
(i) Eligibility. Student membership shall be open to individual students with interests in the goals of the association who are not employed at an eligible institution as defined in (a)(i) above.
(ii) Procedure. Individuals shall become Student Members in good standing on an annual basis, upon payment of association dues.
(iii) Rights of Membership. Student Members shall be eligible to vote and attend meetings of the association and are entitled to all the other privileges and benefits provided by the association except that Student Members are not eligible to be elected to positions within the organizational structure of the association.
(d) Retiree Member
(i) Eligibility. Retiree membership shall be open to individuals with interests in the goals of the association who are not employed at an eligible institution as defined in (a)(i) above, and who are retired from, but still actively contributing in the field of academic advising.
(ii) Procedure. Individuals shall become Retiree Members in good standing on an annual basis, upon payment of association dues.
(iii) Rights of Membership. Retiree Members shall be eligible to vote and attend meetings of the association and are entitled to all the other privileges and benefits provided by the association, except that Retiree Members are not eligible to be elected to positions within the organizational structure of the association.
(e) Other Classes of Membership. The establishment of eligibility criteria, procedure, and rights of membership for other categories of membership not already specified in these Bylaws shall be determined by the Board of Directors.
3. Association Dues. The amount of dues for each class of membership shall be established by the Board of Directors.
4.Scheduling and Place of Annual Membership Meetings. An annual membership meeting shall be held each year in association with the annual conference, which is usually held during the fall of each year, at which the Members shall transact such business as may properly be brought before the meeting.
5. Notification of Annual Membership Meetings. Written, printed, or electronic notice of each annual membership meeting, stating the location, day, and hour of the meeting, shall be delivered or given to the Members, 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.
6. Presiding Officials. Any annual membership meeting shall be presided over by the Officers specified in ARTICLE IV (Board of Directors) of these Bylaws, regardless of the person who has called for the meeting.
7. Business at Annual Membership Meetings.
(a) Business Which May Be Transacted at Annual Membership 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) Agenda. The agenda of any annual membership meeting 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 seven (7) days in advance of the meeting scheduled.
8. Notices to Whom. Only Members who are entitled to vote shall be eligible to vote on business transacted at said meeting or any adjournment thereof. Notwithstanding the foregoing, all Members shall be entitled to notice of any meeting.
ARTICLE III
Executive Office
1. Role of the Executive Office. The Executive Office supports the association in all activities and provides services to the Members. This includes implementation of all approved activities as designated by the Board of Directors. In addition, the Executive Office staff will maintain the Archives of the association, act as the fiscal agent of the association, provide web services to all units of the association, and lend expertise in meeting planning, contract negotiations, service contracts, marketing and promotion, copy editing, grant writing in support of association activities, research efforts, and clerical support as needed. The Executive Office is given more responsibility and autonomy for the implementation of association activities to lessen the burden on the volunteer leadership of the association, as approved by the Board of Directors and in accordance with the Memorandum of Understanding with Kansas State University.
2. Executive Director.
(a) Authority. The Executive Director may execute all contracts, deeds, and other instruments for and on behalf of the association and will do and perform all other duties for and on behalf of the association as the Board of Directors will authorize and direct.
(b) Safekeeping of Funds and Securities. The Executive Director, in concurrence with the Finance Committee and with the Board of Directors, and in accordance with these Bylaws, the Association Policies, and the Memorandum of Understanding with Kansas State University, shall have responsibility for the safekeeping of the funds and securities of the association.
(c) Meetings. The Executive Director shall attend all meetings of the Board of Directors and, except as otherwise provided for in these Bylaws, all annual membership meetings, and shall record or cause to be recorded all votes taken and the minutes of all proceedings. The Executive Director shall perform, or cause to be performed, like duties for working groups supporting association initiatives when requested by the Board of Directors or by such working group to do so.
(d) Hiring, Supervision, and Evaluation of Executive Office Staff. The Executive Director is responsible for the hiring, supervision, and evaluation of Executive Office staff, in accordance with the Memorandum of Understanding with Kansas State University.
3. Financial Obligations. By designation of the Executive Director, the Senior Associate Director of the Executive Office is responsible for signing and approving all checks, contracts, and similar instruments that obligate the association financially, and shall have authority to designate other Executive Office finance staff members to be able to sign such instruments as required from time to time.
(a) Fiscal Year. The fiscal year of the association shall be the calendar year.
4. Honorary Membership for Executive Director and Executive Office Staff. An honorary membership of the association shall be provided for the Executive Director and Executive Office staff, which entitles them to all privileges and benefits provided by the association, with exceptions. To avoid a conflict of interest, the Executive Director and Executive Office staff cannot hold voting privileges granted by association membership, nor can they be elected or appointed to positions within the organizational structure of the association.
ARTICLE IV
Board of Directors
1. Board of Directors—Number, Officers, and Qualifications. The number, Officers, and qualifications of the Board of Directors shall be as follows:
(a) Number. The Board of Directors consists of nine Board Members elected by the membership and the Executive Director serving as an ex-officio, non-voting Officer.
(b) President. One of the seated Board Members will be elected by the association membership to serve as President. Unless the Board of Directors otherwise provides, the President shall be the chief executive officer of the association and shall carry into effect all directions and resolutions of the Board of Directors. Except as otherwise provided for in these Bylaws, the President shall preside at all meetings of the Members and of the Board of Directors.
(i) Committee Membership. The President shall, unless the Board of Directors otherwise provides, be a Member, ex-officio, non-voting, on all Committees within the Administrative Division.
(ii) Other Duties. The President shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or by the Board Directors.
(iii) Term of Office and Succession. The President shall be elected for a term of one year and shall not be eligible to serve two consecutive terms as President.
(c) Vice President. One of the seated Board Members will be elected by the association membership to serve as 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 Council (ARTICLE V—Council, Divisions, and Other Governing Entities) and perform the duties customary to this office and such additional duties as directed by the Board of Directors or by the President in consultation with the Board of Directors.
(i) Term of Office and Succession. 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.
(d) Eligibility. Persons eligible for election to the Board of Directors must be General Members in good standing, and must have completed, prior to taking office, a full term as a Chair, either elected or appointed by the President, reporting through the Division structure of the association.
2. Role of the Board of Directors. The association has a shared governance organizational structure, and the Board of Directors respects the roles and responsibilities vested in the Council as defined by ARTICLE V (Council, Divisions, and Other Governing Entities) and other units in the association. The role of the Board of Directors is to determine the strategic direction of the association and to ensure that all 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 meetings and meetings of the Board of Directors; determination of the procedures for Members voting to elect the Board of Directors and Officers of the association; 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; approval of the annual operating budget prepared by the Executive Office and the Finance Committee, and preparation of an annual report to the membership on the state of the association.
(a) Supplemental Governance Documents. The Board of Directors can adopt, by affirmative vote of the majority of voting Board Members, whether in person, electronically, or virtually, supplemental governance documents that more clearly define the units’ and individuals’ roles, scope of work, and responsibilities within the association’s shared governance structure. Such supplemental governance documents cannot supplant or contradict these Bylaws, the Articles of Incorporation, or the Memorandum of Understanding between Kansas State University and the association.
(b) Shared Governance. In such a shared governance structure, the Board of Directors can review and reverse the decision of any decision-making unit within the association, as recognized by these Bylaws, unless prohibited by the Articles of Incorporation or the Memorandum of Understanding between Kansas State University and the association, with a majority vote of the entire Board of Directors.
(c) Bylaws. The Board of Directors is responsible for the ultimate interpretation and administration of the directives and provisions of these Bylaws. The Bylaws of the association may be altered, amended, or repealed, and new Bylaws may be adopted by open, affirmative vote of the majority of the Board of Directors, whether in person, electronically, or virtually.
3. Term of Office and Succession. The terms of office for Board Members, unless otherwise specified by these Bylaws, 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. Nomination and Election of Board Members.
(a) General. The Executive Office is responsible for the following:
(i) Securing a slate of candidates from the membership described in ARTICLE II.2(a) (General Member) for election as Board Members.
(ii) Preparing and arranging dissemination of secret ballots to all Members of the association entitled to vote for Board Members in accordance with Association Policy OP-03; and
(iii) Overseeing the general election procedures so that the results of the election may be made known by the annual conference.
(b) Election. Each candidate for Board Member shall be deemed to be elected if they receive a plurality of the votes cast by the qualified Members of the association and in accordance with the procedures set forth in these Bylaws and the Association Policies. 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.
5. Meetings.
(a) Annual Meeting. The annual meeting of the Board of Directors shall be held without notice in association with the annual conference, where the Board of Directors shall commence their term of office and transact such business as may properly be brought before the meeting. New Board Members and Officers shall commence their term of office at the close of the conference.
(b) Notice--Special Meetings. Special meetings of the Board of Directors may be held at any time as called by the President or by a majority of voting Board Members.
(c) Electronic Notice of Meetings. Electronic notice of any meeting of the Board of Directors, excepting the annual meeting, stating the location, day, and hour of the meeting and the purpose or purposes thereof, shall be distributed by e-mail to each Board Member at least seven (7) days before the day on which the meeting is to be held. The notice may be given by any Officer having authority to call the meeting or by any Board Member.
(d) Quorum. Any meeting of the Board of Directors, whether held in person, electronically, or virtually, shall require a quorum. The participation of the majority of voting Board Members, whether in person, electronically, or virtually, shall constitute a quorum. Unless quorum is reached, the meeting must be rescheduled.
(e) Consent of Board Members in Lieu of Meeting. Any action required to be taken or which may be taken at a meeting of and requires a vote by the Board of Directors may be taken without a meeting but by open vote of the Board of Directors via e-mail. The Executive Director shall file results of such votes with the minutes of the meetings of the Board of Directors.
6. Meetings by Virtual Technology. Unless otherwise restricted by the Articles of Incorporation or these Bylaws or by law, Board Members, or any group invited by the Board of Directors, may participate in such meetings by means of virtual technology 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. Each Board Member shall have one vote except the Executive Director who serves as ex-officio, non-voting. Unless otherwise specified in these Bylaws, all actions of the Board of Directors require the affirmative vote of the majority of voting Board Members, whether in person, electronically, or virtually, except as may be otherwise specifically provided by statute, the Articles of Incorporation, or these Bylaws.
8. Removal of a Board Member. At any meeting of the Board of Directors, the Board Members may remove any Board Member for cause. The removal of a Board Member requires the open and affirmative vote of the majority of voting Board Members, whether in person, electronically, or virtually.
9. Removal of an Officer. At any meeting of the Board of Directors, Board Members may vote to remove any Officer for cause, excepting the Executive Director who serves ex-officio, non-voting. The removal of an Officer requires the open and affirmative vote of the majority of voting Board Members, whether in person, electronically, or virtually.
10. Vacancy of Board Member. If the office of any Board Member becomes vacant for any reason, the Board Members shall elect a successor from a slate of eligible candidates. The Board of Directors shall determine the process for establishing such slate of eligible candidates.
11. Vacancy of Officer. If the office of any Officer, excepting the Executive Director, becomes vacant for any reason, the Board Members shall elect a successor from a slate of candidates eligible from the current Board of Directors.
12. Indemnification and Liability of Board Members and Officers. Each person who is or was a Board Member or Officer of the association shall be indemnified by the association for any claims against such person incurred in such capacity, to the fullest extent permitted by law. No person shall be liable to the association for any loss, damage, liability, or expense suffered by it on account of any action taken or omitted to be taken by them as a Board Member or Officer of the association to the full extent permitted by law.
13. Authority to Hire, Discharge, and Designate Duties. Employees and agents of the association are hired by Kansas State University and the Executive Director, in accordance with the Memorandum of Understanding between Kansas State University and the association. The Board of Directors does not have this authority.
14. Compensation of Board Members. Board Members will not receive any compensation for their services, but by resolution of the Board of Directors, may be reimbursed for their expenses of attendance at meetings of the Board; provided that nothing herein contained shall be construed to preclude any Board Member from serving the association in any other capacity and receiving compensation therefore.
ARTICLE V
Council, Divisions, and Other Governing Entities
1. Council. The role of the Council is to address the general administrative tasks of the association to free the Board of Directors to focus on future strategic issues. The Council will consist of two representatives from each of the Divisions for a total of six voting Council Members. The Vice President, the Executive Director, and the Executive Office Liaisons for each Division 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 of Directors with priority recommendations for implementation. The Council will also perform activities requested by the Board of Directors. A majority vote of Council Members is required for official actions by the Council, whether in person, electronically, or virtually.
2. Divisions. The association shall maintain a governance substructure utilizing three Divisions: the Region Division, the Advising Communities Division, and the Administrative Division. The Divisions focus on the particular interests and needs of the general membership within their purview. The Divisions will determine any additional internal governing structure required/desired within the Divisions. The Divisions are responsible for originating professional development opportunities for the membership.
(a) Division Representatives. 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 Divisions and subdivisions.
(i) Selection of Division Representatives. Each Division will have two representatives, one elected by the Chairs of their constituent groups and one appointed by the incoming Vice President, in consultation with the Board of Directors, for a two-year term alternating with the elected representative. The current Division Representatives shall make recommendations of candidates for the appointed Division Representative of their respective Division to the Vice President. The Division Representatives, with approval of the Council, shall determine a process for the review and recommendation of candidates for appointment of their respective Division.
(ii) Eligibility. Division Representative candidates must be General Members in good standing and must have completed, prior to taking office, a full term as a Chair within the respective Division.
(iii) Vacancies. If the office of any voting Council Member becomes vacant for any reason, the remaining Council Members shall elect a successor from a slate of eligible candidates of the appropriate Division. The Council shall determine the process for establishing such slate of eligible candidates, in alignment with the original intent of the position, whether it was elected or appointed.
(b) Chairs. Chairs of the subdivisions within each Division will provide leadership of the subdivisions (Regions, Advising Communities, Advisory Boards, Committees). Chairs are responsible for taking issues, proposals, and/or funding needs from the subdivisions to the Division for consideration for advancement to the Council, unless a different process is required by the Bylaws or the Association Policies for a specific task.
(c) Administrative Division. Committees and Advisory Boards.
(i) Committees, Committee Chairs, and Committee Members. The Committees within the Administrative Division focus on the operations of the association and are usually advisory to the Board of Directors and/or the Executive Office. The Board of Directors may add or dissolve Committees as needed. Committee Chairs will be elected for staggered two-year terms by the Members of the respective Committee. Committee Chair candidates must be General Members in good standing and must have completed, prior to taking office, a full term as a respective Committee Member. Committee Members are appointed by the respective Chair, with approval by the Administrative Division Representatives.
(ii) Advisory Boards, Advisory Board Chairs, and Advisory Board Members. Advisory Boards are appointed by the Board of Directors to assist with association initiatives as needed. Each Advisory Board shall have a dual-reporting line to the Executive Office and to the Administrative Division. The Board of Directors may add or dissolve Advisory Boards as needed. Chairs of Advisory Boards are appointed by the President, in consultation with the Administrative Division Representatives and with the Board of Directors. Chairs of Advisory Boards must have completed, prior to taking office, a full term as a respective Advisory Board Member. Members of Advisory Boards are appointed by the respective Chair, with approval by the Administrative Division Representatives.
(iii) Committee and Advisory Board Chair Vacancies. Filling vacancies of a Chair position during a term is the responsibility of the Administrative Division Representatives and must be filled by an eligible Member.
(d) Region Division and Region Chairs. The Region Division serves the association’s Members through the facilitation of networking opportunities, professional development activities, and leadership opportunities within their geographic regions. The Board of Directors may add or dissolve Regions as needed. Region Chairs will be elected for staggered two-year terms by the Members of the respective region. Region Chair candidates must be General Members in good standing and must have been Members of that Region for at least one year prior to taking office. Filling vacancies of a Chair position during a term is the responsibility of the Region Division Representatives and must be filled by an eligible Member.
(e) Advising Communities Division.
(i) Advising Communities and Advising Community Chairs. The Advising Communities Division provides Members the opportunity to engage with other professionals in areas such as similar institution types, academic areas, interests, or student populations. The Board of Directors may add or dissolve Advising Communities as needed. Advising Community Chair candidates must be General Members in good standing and must have been Members of that Advising Community for at least one year prior to taking office.
(ii) Cluster Representatives. Cluster Representatives are appointed by the Advising Communities Division Representatives to staggered, two-year terms. Their primary purpose is to mentor Chairs of Advising Communities and to assist with Division-wide goals established by the Advising Communities Division Representatives. Cluster Representatives must be General Members in good standing and must have completed, prior to taking office, a full term as a Chair of an Advising Community.
(iii) Advising Community Chair and Cluster Representative Vacancies. Filling vacancies of a Chair or Cluster Representative position during a term is the responsibility of the Advising Communities Division Representatives, in consultation with the remaining Cluster Representatives, and must be filled by a general Member in good standing and a member of the respective Advising Community, as listed within their member .
3. Other Governing Entities.
(a) Task Forces. Task Forces shall be created by, and Members thereof shall be appointed by, the President, in consultation with and approval by the Board of Directors, as temporary groups to accomplish a specific task or objective of the association. 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 Board of Directors. Serving as Chair of a Task Force does not qualify the Chair to serve as a Division Representative or as a Board Member.
(b) Workgroups. Workgroups shall be created by, and Members thereof shall be appointed by, the President, in consultation with and approval by the Board of Directors, and focus on the immediate operational needs of the Board of Directors and the association. The Board of Directors may add or dissolve Workgroups as needed. Workgroups shall report to the Board of Directors. Serving as Chair of a Workgroup does not qualify the Chair to serve as a Division Representative or as a Board Member
4. Concurrent Positions. No Member may be a candidate for, nor serve concurrently in, more than one of the listed elected or appointed positions: Board Member, Division Representative, Advisory Board Chair, Committee Chair, Region Chair, Advising Community Chair, and Cluster Representative.
5. Immediate Succession. All elected and appointed leaders to listed positions in ARTICLE V.4 (Concurrent Positions) completing a full term are ineligible for immediate succession in that position.
6. Removal from Position. All leaders appointed or elected to positions listed in ARTICLE V (Council, Divisions, and Other Governing Entities) not fulfilling their responsibilities may be removed by majority vote of the Board of Directors.
7. Tied Votes for Election. In the event of a tie vote for elected leaders, all eligible voters will then select between/among the tied candidates.
8. Compensation. Duly-elected or appointed (or seated to fill a vacancy), leaders outlined in ARTICLE V (Council, Divisions, and Other Governing Entities) will not receive any compensation for their services, but by resolution of the Board of Directors, may be reimbursed for their expenses of attendance at leadership meetings; provided that nothing herein contained shall be construed to preclude any leader from serving the association in any other capacity and receiving compensation therefore.
The original Bylaws 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. This version was approved by the Board of Directors on the 13th day of December 2021.
Board Approved Amendments
January 10, 2022
Article II, Section 2.a.ii, amended from “they are immediately reclassified as an Associate Member and may no longer hold the elected position within the association” to “they are immediately reclassified as an Associate Member and may only complete their elected term if approved by their Division Representatives or by the Board of Directors, in consultation with the Executive Office, per processes outlined in the Association Policies.”