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NYSACAC BYLAWSTable of Contents:
Article I: PurposeSection 1: The purposes for which the Association is organized and operated are educational and charitable. The Association is an organization of institutions, organizations and individuals dedicated to serving students as they explore options and make choices about pursuing postsecondary education. NYSACAC is committed to maintaining high standards which foster ethical and social responsibility among those involved in the transition process. Article II: MembershipSection 1: Voting membership in the New York State Association for College Admission Counseling (“NYSACAC”) shall be extended to:
Section 2: Each voting NYSACAC member shall have one vote on all matters which shall require action by the full membership at any General Membership meeting. Representatives of voting NYSACAC members and individual voting NYSACAC members may serve as directors and officers of NYSACAC and members of NYSACAC committees. Each of the non-voting NYSACAC members and individual non-voting NYSACAC members may not serve as directors and/or officers of NYSACAC, but may serve as members of NYSACAC Standing Committees Section 3: Associate non-voting membership may be extended to:
Section 4: Honorary Membership Honorary membership may be extended to anyone who is recommended by the President and approved by the Executive Board. This person shall receive lifetime membership in NYSACAC. This is not necessarily an annual award. Section 5: All prospective members, including associate members, must be able to demonstrate conformity to the Statement of Principles of Good Practice: NACAC’s Code of Ethics and Professional Practices adopted by NACAC and their membership applications are subject to final review by the NYSACAC Member Relations Committee. Section 6: Termination of membership A. Membership in NYSACAC may be terminated by action of the Executive Board for:
Section 7: The membership year will be from September 1 through August 31. Article III: Membership MeetingsSection 1: An annual meeting of the voting members of NYSACAC shall be held each June during the NYSACAC Annual Conference at such time and place as fixed in advance by the Executive Board for the purpose of announcing officers and delegates (as defined herein) and transacting such other business as may properly come before the voting members. Written notice of the annual meeting shall fix the time and place of the meeting and, if deemed appropriate by the Board, the purpose or purposes thereof, and shall be given to each voting member, in the manner provided by these By-laws, at least thirty (30) but no more than fifty (50) days before such meeting. Notices to members shall be in writing and may be delivered personally, by regular mail, facsimile, or electronic communication, by leaving the notice at the residence or usual place of business of a member or by any other means or method permitted by the New York Not-for-Profit Corporation Law (the “N-PCL”). Section 2: Special meetings of the voting members may be called by the Board or by the President or, at the written request of ten percent (10%) or more of the voting members, shall be called by the President or Secretary of NYSACAC on behalf of the voting members. Written notice of each special meeting shall fix the time and place of the special meeting and the purpose or purposes thereof and shall be given to each voting member, in the manner provided by these By-laws, at least thirty (30) but no more than fifty (50) days before such meeting. Section 3: At all meetings of the members, twenty percent (20%) of the total number of voting members in good standing, represented in person or by proxy, shall be necessary and sufficient to constitute a quorum for the transaction of business. Each voting member shall have one vote. A vote of the majority of the voting members, represented in person or by proxy, at any meeting at which a quorum is present, shall be the act of the voting members, except as otherwise provided by these By-laws or by law. Voting members may vote by proxy executed in writing or electronically by such members. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the voting member that executed it. Voting on all matters may be conducted by proxy. If a quorum is not present at any meeting, the voting members present at such meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. Section 4: The President shall preside at all meetings of the voting members. At any membership meeting, if the President or the person designated by the Board to preside at that meeting is not present, the President Elect shall act as the presiding officer for such meeting. If the person designated by the Board to act as Secretary at that meeting is not present, the President shall appoint a Secretary for such meeting. Article IV: OfficersSection 1: The officers of the Association and their respective term of office are:
Section 2: Other than the Vice President for Professional Development and Planning, the Vice President for Inclusion, Access and Success, the Vice President for Communications and the Secretary, no officer may serve consecutive terms in the same office. Section 3: The Vice President for Professional Development and Planning, the Vice President for Inclusion, Access and Success, the Vice President for Communications, and the Secretary may serve no more than two consecutive terms in the same office. Article V: Duties of OfficersSection 1: The President shall:
Section 2: The President-Elect shall:
Section 3: The Immediate Past President shall:
Section 4: The Vice President for Professional Development & Planning shall:
Section 5: The Vice President for Inclusion, Access and Success shall:
Section 6: The Secretary shall:
Section 7: The Vice President for Finance shall:
Section 8: The Vice President for Finance-Elect shall:
Section 9: The Vice President for Communications shall:
Section 10: Vacancies: A. Vacancy in an office shall be deemed to exist when a member of the Executive Board is no longer able to serve for any reason, or no longer meets the eligibility requirements as established by the By-laws. B. Vacancies in the offices shall be filled as follows:
Section 11: If the Vice Presidents or the Secretary are not fulfilling said responsibilities, the President shall counsel that individual regarding expectations. If the officer continues not to meet responsibilities, the President may recommend removal from office. Section 12: Elected Board members must be employed within the profession at the time of election. Elected Board members who cease to be employed in the profession must renew their membership as described in Article II, Section I-G immediately. If an elected board member fails to secure a position within the profession after one full membership cycle, the individual must resign. Article VI: Executive BoardSection 1: The Executive Board of the Association shall consist of the officers of the Association described in Article IV (other than the Vice President for Finance-Elect) and delegates to the NACAC Assembly as described in Article VI. All officers and delegates must have their NYSACAC membership current and in good standing. Failure to renew one’s NYSACAC membership may result in removal from the Board. These officers and delegates may be referred to in these By-laws collectively as “Directors” or singly, as a “Director.” Section 2: Except as otherwise provided by law or these By-laws, the Executive Board or the “Board” is the governing body of NYSACAC, with all powers of governing, directing, and overseeing the management and affairs of NYSACAC as provided in the N-PCL By-laws. Section 3: Vacancies in delegate positions shall be filled by appointment of the Executive Board. Such appointed term shall last only until the next regular election by the voting members. Section 4: No Director may serve more than two consecutive terms in the same position. Section 5: Meetings of the Executive Board, regular or special, may be held within or without the State of New York upon not fewer than ten (10) days notice to each Director, either personally or by mail, telephone, facsimile, or e-mail, subject to waiver of notice as provided in the N-PCL. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Regular meetings shall be held at least four (4) times each year or more often as established from time to time by resolution of the Board, or as required by the business of NYSACAC. Special meetings of the Board may be called by the President at any time and shall be called by the President upon the written request of a majority of the Directors then in office. Section 6: A majority of the Directors then in office shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Executive Board. If a quorum is not present at any meeting of the Board, the Directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present. Section 7: Any action required or permitted to be taken at a meeting of the Executive Board may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all the Directors. Section 8: Any one or more members of the Executive Board may participate in a meeting of such Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Article VII: Delegates to the NACAC AssemblySection 1: Each elected delegate shall serve a term of three (3) years and shall take office at the conclusion of the Annual Conference. Section 2: The duties of each delegate shall include: A. Service as a Director on the NYSACAC Executive Board and attendance at such meetings. B. Attendance and participation in the NYSACAC Annual Conference. C. Attendance at Professional Development forums. D. Act as resource person on specific NYSACAC committees. E. Serve as a liaison to designated regions in the New York State. F. Submit through the chief delegate a written report to the Executive Board that highlights National Assembly decisions. This report shall be submitted at the first regularly scheduled Executive Board meeting following the Assembly’s meeting and immediately disseminated to the general membership. Section 3: The national duties of the delegates shall include: A. Representing the NYSACAC membership at NACAC’s Assembly. B. Meeting in caucus with the chief delegate prior to the NACAC Assembly and whenever needed. C. Participating in all required voting sessions of the NACAC Assembly. D. Satisfying the requirements for delegates set forth in the NACAC By-laws as follows:
Section 4: Whenever possible, one-half of the delegation shall be employed by secondary schools or agencies that provide post-secondary counseling; the other half shall be employed by postsecondary educational institutions. Section 5: If a delegate is not fulfilling said responsibilities in section 3. A-D, the Immediate Past President shall counsel that individual regarding expectations. If the delegate continues not to meet responsibilities, Immediate Past President may recommend removal from office. Article VIII: Fiscal PoliciesSection 1: The dues of each class of membership in the Association shall be established by the Executive Board in consultation with the Vice President for Finance and the Finance Committee, and assessed on an annual basis. Section 2: The fiscal year shall be from January 1 through December 31. Section 3: Upon dissolution of NYSACAC, all assets will be contributed to NACAC, provided that at the time of dissolution NACAC is deemed a tax exempt organization by the Internal Revenue Service described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Section 4: NYSACAC cannot withdraw more than 5% from its long-term investment account without Board approval. Any withdrawal in excess of 5% must be substantiated in writing. Section 5: The Executive Board, Vice President for Finance, Vice President for Finance-Elect and Finance Committee will handle NYSACAC’s finances in the best interest of the Association and in accordance with the fiscal policies of NYSACAC, the N-PCL and the Code. Article IX: Nominating Committee and Election of Officers and DelegatesSection 1: The Nominating Committee shall oversee the election of officers and delegates by the voting members. Section 2: The Nominating Committee shall be approved by the Executive Board and shall follow the election procedures described below. Section 3:The Nominating Committee shall follow these procedures:
Article X: CommitteesSection 1: The Executive Board may designate one or more committees that shall have such name or names as may be determined from time to time by the Board. The Board may appoint committees consisting solely of Directors, which committees shall exercise the authority of the Board in the management of the Corporation. Each such committee shall consist of two or more Directors, and the Board shall designate a chair of each committee from among such Directors. Committee chairs must be employed within the profession at the time of appointment. Committee chairs who cease to be employed in the profession must renew their membership as described in Article II, Section I-G immediately. If the appointed chairperson fails to secure a position within the profession after one membership cycle the individual must resign. Section 2: Other committees not having and exercising the authority of the Executive Board in the management of NYSACAC may also be designated and appointed by the Board. Section 3: NYSACAC shall have the following standing committees: Finance Committee, Admission Practices Committee, Camp College Committee, CBO and Opportunity Program Committee, College Fair Committee, Coming Together Committee, Development Committee, Government Relations Committee, Media and Marketing Committee, Member Relations Committee, Newsletter Committee, Professional Development Committee, Scholarship Committee, School-College-CBO Relations Committee, Summer Institute Committee, Technology Committee, and Winter Institute Committee. The charters, composition and further responsibilities of such Standing Committees shall be set forth in the policies and procedures of NYSACAC. The President shall appoint the Standing Committee chairs for a three (3) year term, in consultation with the Vice President for Professional Development & Planning, the Vice President for Inclusion, Access and Success, Vice President for Communications, and the Vice President for Finance, past chairs and other NYSACAC members. Unless otherwise described in the NYSACAC policies and procedures, committee members of these committees will be appointed by the committee chair in consultation with the appropriate vice president. Unless otherwise described in the NYSACAC policies and procedures, committee membership shall be for a term of two (2) years, with no limitations on the number of consecutive terms that a member may serve on a particular committee. All committee chairs and members must have their NYSACAC membership current and in good standing. Failure to renew one’s NYSACAC membership may result in removal from the board.
Section 4: The Member Relations Committee chairs and members must be eligible for voting status as defined by Article II, section 1. Article XII: Parliamentary AuthoritySection 1: In all matters of Parliamentary Procedures, the latest edition of “Robert’s Rules of Order” shall govern all matters of NYSACAC. Section 2: The parliamentarian, a voting member or representative of a voting member, shall be appointed by the President and shall attend meetings of the Executive Board and the voting membership. Article XIII: AmendmentsSection 1: The By-laws may be amended at any general meeting by a vote of two-thirds (2/3rds) of the members present and voting at a meeting at which a quorum is present, provided that notice of the proposed amendment has been sent to the members at least thirty (30) days in advance of the meeting. An amendment not sent to the members in advance of the meeting as set forth above may be adopted by a vote of four-fifths (4/5ths) of the members present and voting at a meeting at which a quorum is present. Section 2: The Articles of Organization and Bylaws of NYSACAC shall be reviewed annually to ensure that they are consistent with NACAC’S governing documents. Article XIV: Indemnification and InsuranceSection 1: NYSACAC may indemnify each person described in Article 7 of the N-PCL, as the same may be amended from time to time, to the fullest extent allowed by the N-PCL. Section 2: The Board may cause NYSACAC to purchase and maintain insurance on behalf of any person described in Article 7 of the N-PCL against any liability asserted against such person and incurred by such person in any such capacity or arising out of such status, whether or not NYSACAC would have the power to indemnify such person. |