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NYSACAC BYLAWS*

         Table of Contents:

 

 

 *Approved June 10, 2021

Article I: Purpose

Section 1: The purposes for which the New York State Association for College Admission Counseling (NYSACAC) is organized and operated are educational and charitable as defined under the New York Not-for-Profit Corporation Law (N-PCL) and the Internal Revenue Code (IRC). The Association is composed 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.

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 Article II: Membership

Section 1: Voting membership within NYSACAC shall be extended to those who support the purpose and mission of NYSACAC as well as the National Association for College Admission Counseling (NACAC). They include:

  1. Two-year and four-year non-profit institutions colleges, universities or university systems and other post-secondary institutions in New York State which are accredited by an accrediting agency
  2. Individual primary and secondary schools as well as school districts in New York State
  3. Other secondary schools, organizations, agencies and institutions in New York State which provide secondary counseling, admission and financial aid services
  4. Individuals (i) whose professional activity in the area of counseling or admitting students is at a NYSACAC voting member institution, school, agency or organization; or (ii) whose professional activity is not at a NYSACAC voting member institution but who conduct the majority of their professional activities (i.e., secondary counseling, admission, and financial aid services) annually in New York State, (iii) whose membership has been awarded by the Executive Board via lifetime emeritus or honorary membership, or (iv.) who are not currently employed in the profession but enrolled as a full-time graduate student in a relevant higher education program
  5. Retired individuals who were actively engaged in providing counseling, admission or financial aid services
  6. Independent counselors who perform the majority of their professional duties in New York
  7. Persons who were employed at a voting member institution or organization during the current year who are no longer employed by a member-eligible institution and wish to remain an active member for the remainder of the year
  8. Not-for-profit community-based organizations which provide counseling, admission, or financial aid services only to students at the state or local level on an on-going basis.
  9. Not-for-profit organizations whose primary activities consist of working at a multistate, national or international level and providing counseling, admission, or financial aid services to students or to the college admission counseling or financial aid professions.

Section 2: Each voting 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 member institutions and individual voting members may serve as co-chairs and officers of NYSACAC and members of committees. Non-voting members may not serve as co-chairs and/or officers, or committee members of NYSACAC.

Section 3: Honorary membership may be extended to anyone who is recommended by the President and approved by majority vote of the Executive Board.

Section 4: Lifetime emeritus membership may be extended to anyone who is recommended by the President and approved by a majority vote of the Executive Board. This person shall receive lifetime membership in NYSACAC and is deemed a voting member. This is not necessarily an annual award.

Section 5: Any membership in NYSACAC may be terminated by a vote of two-thirds (2/3) of the Executive Board for:

  1. Failure to maintain requirements for membership
  2. Failure to pay the annual dues or other charges, assessments or fees

Section 6: The membership year will be from September 1 through August 31.

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Article III: Membership Meetings

Section 1: An annual meeting of the voting members of NYSACAC shall be held during the NYSACAC Annual Conference 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 be given personally by mail or electronic transmission to each voting member at least thirty (30) but no more than fifty (50) days before such meeting. Formal notice need not be given if a voting member executes a waiver of notice either before or after the meeting. If a person attending a meeting does not contest a purportedly invalid notice provided for that meeting, any right to do so is hereby waived.

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 be given personally by mail or electronic transmission to each voting member, in the manner provided by these Bylaws, 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 9872192_3 9935309_2 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 Bylaws or by law. If a quorum is not present at any meeting, the voting members present at the 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: At each meeting of the voting members, a voting member may vote in person, virtually, or by proxy. Every proxy shall be in writing, subscribed to by the voting member to whom it pertains, or a duly authorized representative thereof, and dated. Such writing may be electronic. No proxy which is dated more than eleven (11) months before the meeting at which it is offered shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain in force. Every proxy shall be revocable at the pleasure of the voting member, except as otherwise provided for under New York law.

Section 5: 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.

Section 6: The Executive Board of NYSACAC shall present at each Annual Meeting of the Members a report, verified by the President and VP for Finance or by a majority of the Directors, or certified by an independent public or certified accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following:

  1. the assets and liabilities, including the trust funds, of NYSACAC as of the end of a twelve (12) month fiscal period of NYSACAC terminating not more than six (6) months prior to the Annual Meeting;
  2. the principal changes in assets and liabilities, including trust funds, during the fiscal period;
  3. the revenue or receipts of NYSACAC, both unrestricted and restricted to particular purposes, during the fiscal period;
  4. the expenses or disbursements of NYSACAC, for both general and restricted purposes, during said fiscal period; and
  5. the number, names and locations of the Members of NYSACAC.

Each such report shall be filed with the records of NYSACAC and a copy or an abstract thereof shall be entered in the minutes of the proceedings of the annual meeting at which the report is presented.

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Article IV: Executive Board

Section 1: Except as otherwise provided by law or these Bylaws, 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.

Section 2: The Executive Board of the Association shall consist of the officers of the Association described in Article V below (other than the Vice President for Finance-Elect) and delegates to the NACAC Assembly as described in Article VII. 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.

Section 3: Vacancies in delegate positions shall be filled by appointment of the Board. Such appointed term shall last only until the next regular election by the voting members

Section 4: Meetings of the Board, regular or special, may be held within or outside of the State of New York upon not fewer than ten (10) days’ notice to each officer, 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 officers then in office.

Section 5: A majority of the members of the Board then in office shall constitute a quorum for the transaction of business. The act of the majority of the Board present at a meeting at which a quorum is present shall be the act of the Board. If a quorum is not present at any meeting of the Board, the members present may adjourn the meeting without notice other than announcement at the meeting, until a quorum is established. Each member of the Board shall be entitled to one (1) vote on each matter properly submitted to the Board for action at all meetings of the Board.

Section 6: Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting by consent in writing, setting forth the action so taken, which shall be signed by all the members of the Board.

Section 7: At the discretion of Directors, any one or more members of the Board may participate in a meeting of such Board by means of a conference telephone, virtual platform, 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.

Section 8: Subject to Article V Section 1 below, each officer shall be elected to a full term, or such term as a majority of the Board may otherwise determine, and shall serve until his or her successor has been elected and qualified.

Section 9: At any duly called meeting of the Board at which there is a majority of the members of the Board then in office, any member may be removed from office for cause by a vote of two thirds (2/3) of the members of the Board present at the meeting, and another may be elected by a vote of the majority of the members of the Board in the place of the person so removed to serve until the next Annual Meeting at which election of officers is in the regular order of business.

Section 10: An officer may resign at any time by written notice delivered to the President or Secretary. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery. The resignation of the officer need not be accepted in order to be effective.

Section 11: Members of the Board, officers, and delegates shall not receive any compensation for their services. Nothing in this section shall prevent compensation to a person for services rendered to NYSACAC as an employee. Members of the Executive Board, officers and delegates may be reimbursed for the expenses reasonably incurred by them in the performance of their duties.

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Article V: Officers

Section 1: The officers of the Association and their respective term of office are:

  1. President (one-year term)
  2. President-Elect (one-year term)
  3. Immediate Past President (one-year term)
  4. Vice President for Professional Development and Planning (three-year term)
  5. Vice President for Inclusion, Access, and Success (three-year term)
  6. Vice President for Finance (two-year term)
  7. Vice President for Finance-Elect (one-year term)
  8. Vice President for Communications (three-year term)
  9. Secretary (two-year term)

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. Vice Presidents and Secretary may serve no more than two consecutive terms in the same position.

Section 3: All officers must be NYSACAC members in good standing and employed in the profession during their service.

Section 4: The responsibilities of the officers shall be determined by the Board as set forth in the [Policies and Procedures Manual].

Section 5: Vacancies 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 Bylaws.

Vacancies in the offices shall be filled as follows:

  1. In the case of a vacancy in the office of the President, the President-Elect shall become President and that person shall appoint a President-Elect Pro-Temp, chosen from among the elected Executive Board members, to serve as President Elect ProTemp until the next annual meeting of the voting members, at which time the voting members shall approve the President-Elect.
  2. In the case of a vacancy in the office of the President-Elect, the President shall appoint a President-Elect Pro-Temp, chosen from among the elected Executive Board members, to serve as President Elect Pro-Temp until the next annual meeting of the voting members, at which time the voting members shall approve the President.
  3. In the case of a vacancy in the office of Vice President of Finance, the Vice President of Finance-Elect shall become the Vice President of Finance and the President shall appoint a Vice President of Finance-Elect Pro-Temp from among the Executive Board members to serve as such until the next annual meeting of the voting members, at which time the voting members shall approve the Vice President of Finance-Elect.
  4. In the case of a vacancy in the office of Vice President of Finance-Elect, the President shall appoint a Vice President of Finance-Elect Pro-Temp from among the Executive Board members to serve as such until the next annual meeting of the voting members, at which time the voting members shall approve the Vice President of Finance.
  5. In the case of a vacancy in the office of Immediate Past President, the position shall be filled by that individual who most recently served in the position of President and who is willing to serve as the Immediate Past President.
  6. In the case of a vacancy in any officer or delegate position, other than in the offices of President, President-Elect, Immediate Past President, Vice President of Finance or Vice President of Finance-Elect, the President shall have the power to appoint, subject to the approval of the Executive Board, a voting member who meets the eligibility requirements set forth in the Bylaws to fill the vacancy until the next annual meeting, at which time the voting members shall approve member to complete the vacant term or to serve a new term, as the case may be.

Section 6: 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 immediately. If an elected board member fails to secure a position within the profession after one full membership cycle, the individual must resign.

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Article VI: Delegates to the NACAC Assembly

Section 1: The membership will elect the appropriate number of delegates as deemed NACAC. Each elected delegate shall serve a term of three (3) years and shall take office at the conclusion of the Annual Conference. 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.

Section 2: The NYSACAC duties of each delegate shall include:

  1. Service on the NYSACAC Executive Board and attendance at such meetings
  2. Represent NYSACAC membership at national level as advised by NACAC

Section 3: A delegate may resign at any time by written notice delivered to the President or Secretary. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery. The resignation of the delegate need not be accepted in order to be effective.

Section 4: A delegate may be removed without cause by the voting members, and another may be elected by the voting members in the place of the person so removed to serve until the next Annual Meeting at which election of officers is in the regular order of business.

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Article VII: Fiscal Policies

Section 1: The dues of each class of membership in the Association shall be established by the VP for Finance and Executive Board 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: All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of NYSACAC shall be made in the name of NYSACAC and shall be signed by such officer or officers or such other person as the Board may from time to time designate. No loans shall be contracted on behalf of NYSACAC unless specifically authorized by the Board.

Section 5: No part of the assets or net earnings of the Corporation shall be distributed to or inure to the benefit of any director or officer by means of dividends or otherwise except that reasonable compensation may be paid for services rendered to NYSACAC.

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Article VIII: Nominating Committee and Election of Officers and Delegates

Section 1: The Nominating Committee shall oversee the election of officers and delegates by the voting members. Committee members shall be approved by the Executive Board and shall follow the election procedures as described within NYSACAC’s Policies and Procedures

Section 2: NYSACAC is committed to fostering a diverse Executive Board of outstanding professionals, without regard to an individual's race, color, national origin, religion, creed, age, disability, sex, gender identity, sexual orientation, familial status, pregnancy, predisposing genetic characteristics, military status, or domestic violence victim status. NYSACAC members shall not be subjected to harassment that is prohibited by law, or treated adversely, or retaliated against based upon a protected characteristic.

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Article IX: Committees1

Section 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 co-chairs, which committees shall exercise the authority of the Board in the management of NYSACAC. Each such committee shall consist of no more than two (2) co-chairs, and the President shall designate a chair of each committee from among such co-chairs. No committee will have the power to:

  1. submit to the Members any action requiring the Members’ approval;
  2. fill vacancies in the Board or in any committee thereof;
  3. fix compensation of directors for service on the Board or any committee thereof;
  4. repeal, amend or adopt by-laws;
  5. amend or repeal any Board Resolution which does not, by its terms, make it amendable or repealable by such committee;
  6. remove or fix the compensation of officers and directors who are elected by the Board;
  7. approve a merger or plan of dissolution;
  8. adopt a resolution recommending to the Members action on the sale, lease, exchange, or other disposition of all or substantially all the assets of the corporation;
  9. approve amendments to the certificate of incorporation.

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: All committee chairs and members must be NYSACAC members in good standing and employed in the profession during their service. Committee chairs who cease to be employed in the profession must renew their membership as described in Article II immediately. If the appointed chairperson fails to secure a position within the profession after one membership cycle the individual must resign.

Section 4: The Member Relations Committee chairs and members must be eligible for voting status as defined by Article II, section 1.

1Committee charters to be discussed following approval of bylaws.

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Article X: Parliamentary Authority

Section 1: In all matters of Parliamentary Procedures, the latest edition of “Robert’s Rules of Order” shall govern all matters of NYSACAC.

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Article XI: Amendments

Section 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.

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Article XII: Indemnification and Insurance

Section 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.

Section 3: All expenses reasonably incurred by an Indemnitee in connection with an actual or threatened action or proceeding with respect to which such Indemnitee is or may be entitled to indemnification under Section 1 of this Article shall be advanced to the Indemnitee or promptly reimbursed by NYSACAC in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the Indemnitee or on behalf of the Indemnitee to repay the amount of such advances, if any, as to which the Indemnitee is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which the Indemnitee is entitled.

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