Bylaws
Amended April 2004
ARTICLE I: Purpose and Powers
Section 1.01. Purpose. The purpose of the ACPA Educational Leadership
Foundation (“the Foundation”) shall be as set forth in Article
Third of the Foundation’s Articles of Incorporation.
(Note: Article Third of the Articles of Incorporation reads as follows:
The Corporation organized and shall be operated exclusively for charitable
and educational purposes within the meaning of 501 (c)(3) of the Internal
Revenue Code of 1986, as now in effect or as may hereafter be amended
(“the Code”), in support of the activities of the American
College Personnel Association, a 501 (c)(3) organization. The Corporation
shall accomplish this purpose by engaging in projects designed to enhance
the student affairs profession and to generate and disseminate knowledge
of college students at all levels within higher education.
In furtherance thereof, the Corporation may receive property by gift,
appropriations, grant, contract, devise or bequest, invest and reinvest
the same, and apply the income and principle thereof, as its board of
directors (the “Board of Trustees”) may from time to time
determine, either directly or through contributions to any charitable
organization or organizations, exclusively for charitable or educational
purposes, and engage in any lawful act or activity for which corporations
may be organized under the District of Columbia Nonprofit Corporation
Act.
In furtherance of its exclusively charitable and educational corporate
purposes, the Corporation shall have all the general powers enumerated
in 29-505 of the District of Columbia Nonprofit Corporation Act as now
in effect or as may here after be amended, together with the power to
solicit grants and contributions for such purposes. )
Section 1.02. Powers. To accomplish its purpose, the Foundation shall
have all powers provided by the law of the District of Columbia, the
Foundation’s Articles of Incorporation, and these Bylaws.
ARTICLE II: Members
Section 2.01. Members. The Foundation shall have one voting member (the “Member”),
which shall be the American College Personnel Association (“ACPA”).
The Board of Trustees of the Foundation, by resolution may establish
classes of non-voting members.
Section 2.02. Voting Rights of Member. The voting rights of the Member
shall be vested in the Executive Council of the American College Personnel
Association (“ACPA”), and shall be limited to the following
matters:
a. Any amendment to the Foundation’s Articles of Incorporation;
b. Any amendment to the Foundation’s Bylaws; and
c. Any merger, consolidation or dissolution of the Foundation, or any other
corporate adjustment, organization or reorganization.
Section 2.03. Voting by Mail. Voting by the Member on all matters may
be conducted by mail.
Section 2.04. Meetings of Member. An annual meeting of the Member shall
be held in conjunction with the national ACPA convention. Special meetings
of the Member may be called by the President of the Foundation, by the
President of ACPA, or as otherwise provided in the District of Columbia
Nonprofit Corporation Act.
ARTICLE III: Board of Trustees
Section 3.01. Power of Board. The affairs of the Foundation shall be
managed by the Board of Trustees. Trustees need not be residents of the
District of Columbia. The Foundation Board of Trustees is charged with:
a. Receiving and holding by gift, bequest or purchase any real or
personal property and managing, investing and reinvesting the same:
b. Holding either absolutely or in trust for any
kind of said purposes, funds
and property of all kinds subject only to any limitations or conditions imposed
by law or the instrument under which said property is received;
c. Selling,
leasing, conveying or otherwise disposing of any property and investing
and reinvesting the same or any proceeds thereof and dealing with
an expending
the principal and income for any of said purposes;
d. Determining the amount
of the Foundation’s assets available for
special projects on an annual basis, determining the appropriate investment
objectives,
and selecting a fund manager to achieve those objectives;
e. Developing for
project proposals selection criteria, a solicitation plan, and an
accountability plan;
f. Developing a business plan which includes a
strategic fund-raising plan, an investment plan, accounting procedures,
and a plan for soliciting
and
acknowledging gifts;
g. Holding an annual meeting in conjunction with
the national ACPA convention, and holding other meetings or telephone
conference calls as needed;
h. Providing an annual report to the Member
i. Developing
special categories of non-voting membership for corporate friends
and sponsors.
Section 3.02. Number of Trustees. The number of trustees of the Foundation
shall not be fewer than twelve or more than twenty-five, and shall include
the President and Past-President of ACPA. The number of trustees may
be decreased or increased from time to time by amendment to the Bylaws.
No decrease in the number of trustees shall have the effect of shortening
the term of any incumbent trustee.
Section 3.03. Election and Term of Trustees. At the annual meeting,
and subject to Sections 3.02 and 3.13 of these Bylaws, the Board of Trustees
of the Foundation shall elect the trustees from a slate of candidates
selected by a nominating committee comprised of members of the Foundation’s
Board. Except as otherwise stated herein, each trustee shall hold office
for a term of three years and until his or her successor has been elected
and qualified. Trustees may be elected to successive terms. A “term
of three years” shall mean the period beginning upon the appointment
and approval of a trustee and ending at the annual meeting of the Board
of Trustees in the third year following his or her election as a trustee.
Section 3.04. Vacancies. Any vacancy occurring in the Board of Trustees
and any trusteeship to be filled by reason of an increase in the number
of trustees may be filled by action of the Board of Trustees from a slate
of candidates selected by a nominating committee of the Board. A trustee
elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office and until his or her successor is elected
and qualified.
Section 3.05. Removal of Trustees. A trustee may also be removed with
or without cause at any time by the Board of Trustees. Such removal shall
require a two-thirds vote. Such action shall be taken at a regular meeting
of the Board of Trustees or at a special meeting called for such purpose,
and the proposed removal shall be set forth in the notice of any such
regular or special meeting sent at least ten days prior thereto.
Section 3.06. Resignations. Except as otherwise required by law, any
trustee of the Foundation may resign at any time by giving written notice
to the Board of Trustees, the President, or the Secretary of the Foundation.
Such resignation shall take effect at the time specified therein, and
unless otherwise specified therein, no acceptance of such resignation
shall be necessary to make it effective.
Section 3.07. Quorum of Trustees and Action by the Board. Unless a greater
proportion is required by law, a majority of the number of trustees shall
constitute a quorum for the transaction of business, provided, however,
that in no event shall a quorum consist of less than one-third of the
number of trustees so fixed and all Board action shall require a margin
of one vote. Except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws, the act of a majority of the trustees
present at a meeting at which a quorum is present shall be the act of
the Board.
Section 3.08. Annual Meeting of the Board. The annual meeting of the
Board of Trustees shall be held at the national ACPA convention.
Section 3.09. Special Meetings of the Board. A special meeting of the
Board of Trustees may be called at any time by the President or upon
the written request of a majority of the Board of Trustees, and may be
held at such place within or without the District of Columbia, and upon
such notice as may be prescribed by resolution of the Board of Trustees.
Section 3.10. Procedures Governing Meetings of the Board. A trustee’s
attendance at any meeting shall constitute waiver of notice of such meeting,
excepting such attendance at a meeting by the trustee for the purpose
of objecting to the transaction of business because the meeting is not
lawfully called or convened.
Except as otherwise stated herein, neither the business to be transacted
at, nor the purpose of, any regular meeting of the Board of Trustees
need be specified in the notice or waiver of such meeting.
In the event of the absence of the President and the Vice President
from a meeting of the Board of Trustees, the trustees present shall elect
a member of the Board to serve as acting president.
Section 3.11. Informal Action by Trustees: Meetings by Conference
Telephone or other means. Unless otherwise restricted by the Articles of Incorporation
or these Bylaws, any action required or permitted to be taken by the
Board may be taken without a meeting if all trustees consent in writing
to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the trustees shall be filed with
the minutes of proceedings of the Board.
Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, any or all trustees may participate in a meeting of the Board
or a committee of the Board by means of a conference telephone or by
any other means of communications by which all persons participating
in the meeting are able to hear or communicate in writing with all participants
during the meeting. Such participation shall constitute presence in person
at the meeting.
Section 3.12. Compensation of Trustees. Trustees shall not receive any
stated salaries for their services and will be responsible for all of
their personal expenses related to their attendance at meetings of the
Board of Trustees. Exceptions to this policy may be made by the Board
of Trustees for ACPA Emeritus members.
Section 3.13. Representation of ACPA President and Past-President
on the Board. The President and Past-President of ACPA shall serve as voting
members of the Foundation Board of Trustees during their respective terms
of office, and as such shall have all of the rights and responsibilities
of elected members of the Board of Trustees.
Section 3.14. Ex Officio Members. The Executive Director of ACPA shall
serve as an ex officio member of the Foundation Board of Trustees. The
Board of Trustees may appoint one or more other persons as ex officio
members of the Board of Trustees. The ex officio members shall be entitled
to notice, to be present in person, to present any matters for consideration
and to take part in consideration of any business by the Board of Trustees,
but the ex officio members shall not be counted for purposes of a quorum
nor for purposes of voting or otherwise in any way for purposes of authorizing
any action or transaction of business by the Board of Trustees. Except
for the ACPA Executive Director who shall be a permanent ex officio member
of the Board of Trustees the ex officio members of the Board of Trustees
may be removed from the Board of Trustees in the same manner that voting
members of the Board of Trustees may be removed, subject to the procedures
set forth in Section 3.05 of these Bylaws.
ARTICLE IV: Committees
Section 4.01. Executive Committee. The Executive Committee of the Board
of Trustees shall consist of the officers of the Foundation. The Executive
Committee shall act for the Board of Trustees as necessary between meetings
of the Board of Trustees, and shall have and exercise the authority of
the Board of Trustees of the Foundation.
Section 4.02. Committees. The Board of Trustees, by resolution adopted
by a majority of the trustees at a meeting at which a quorum is present,
may designate and appoint one or more committees in addition to the Executive
Committee. Each such committee shall consist of one or more trustees.
Such committees shall neither have nor exercise the authority of the
Board of Trustees in the management of the Foundation.
Section 4.03. Authority of Committees. The designation and appointment
of any such committee and the delegation thereto of authority shall not
operate to relieve the Board of Trustees, or any individual trustee of
any responsibility imposed upon it or him or her by law.
Section 4.04. Chairperson. One member of each committee shall be appointed
chairperson of that committee by the President of the Board of Trustees.
ARTICLE V: Officers
Section 5.01. Officers. The Board of Trustees shall elect from its members
a President, a Vice President, a Secretary, and a Treasurer, and it may,
if it so determines, elect or appoint such other officers and assistant
officers as may be deemed necessary. Any two or more offices may be held
by the same person except the offices of President and Secretary.
Section 5.02. Term of Office and Removal. Each officer shall hold office
for which he or she is elected or appointed for the term of one year
and until his or her successor has been elected or appointed and qualified.
Any officer may be elected for successive terms, not to exceed three
in number. Unless otherwise provided by resolution of the Board of Trustees,
all officers shall be elected or appointed at the annual meeting of the
Board. Any officer may be removed by the Board of Trustees whenever in
its judgment the best interest of the Foundation will be served thereby;
provided, however, that removal of an officer shall be without prejudice
to his or her contract rights, if any, and the election or appointment
of an officer shall not of itself create contract rights.
Section 5.03. Powers and Duties of Officers. Subject to the control
of the Board of Trustees, all officers as between themselves and the
Foundation shall have such authority and perform such duties in the management
of the property and affairs of the Foundation as may be provided in these
Bylaws or by resolution of the Board and, to the extent not so provided,
as generally pertain to their respective offices.
A. President. The President shall have all the responsibilities
of the chief executive officer of the Foundation. The President shall
preside
at meetings of the Board of Trustees, and, subject to the supervision
of the Foundation Board of Trustees, shall perform all duties customary
to the office of President, and shall supervise and control all of
the affairs of the Foundation in accordance with policies and directives
approved by the Board of Trustees.
B. Vice President. In the absence
of the President or in the event of
his or her inability or refusal to act, the Vice President shall perform
the duties of the President, and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties and have such other
powers as the Board of Trustees may from time to time prescribe by
standing or special resolution, or as the President may from time to
time provide,
subject to the powers and the supervision of the Board of Trustees.
C.
Secretary. The Secretary shall be responsible for the keeping
of an accurate record of the proceedings of all meetings of the Board
of
Trustees, shall record votes, shall give or cause to be given all notices
in accordance with these Bylaws or as required by law, shall publish
special reports that require publication, and, in general, shall perform
all duties customary to the office of Secretary. The Secretary shall
have custody of the corporate seal of the Foundation, if any; and he
or she shall have authority to affix the same to any instrument requiring
it; and, when so affixed, it may be attested by his or her signature.
The Board of Trustees may give general authority to any officer to
affix the seal of the Foundation, if any, and to attest the affixing
by his
or her signature.
D. Treasurer. The Treasurer shall have the custody
of, and be responsible
for, all funds and securities of the Foundation. He or she shall be
responsible for developing a proposed budget, shall keep or cause to
be kept complete
and accurate accounts of receipts and disbursements of the Foundation,
and shall deposit all monies and other valuable property of the Foundation
in the name and to the credit of the Foundation in such banks or depositories
as the Board of Trustees may designate. The Treasurer shall have authority
to expend funds appropriated in the budget approved by the Board of
Trustees. The Treasurer shall deliver an annual report to the Board
of Trustees
and to the Member, and, whenever required by the Board of Trustees
or the Member, shall render a statement of accounts. He or she shall
at
all reasonable times exhibit the books and accounts to any officer
or trustee of the Foundation, and shall perform all duties incident
to the
office of Treasurer, subject to the supervision of the Board, and such
other duties as shall from time to time be assigned by the Board. The
Treasurer shall, if required by the Board of Trustees, give such bond
or security for the faithful performance of his or her duties as the
Board may require, for which he or she shall be reimbursed.
Section 5.04. Compensation of Officers, Agents and Employees. The Foundation
may pay compensation in reasonable amounts to officers for services rendered,
such amounts to be fixed by a majority of the entire Board of Trustees.
Officers may be reimbursed for expenses incurred in the performance of
their duties to the Foundation, in reasonable amounts as approved by
a majority of the Board of Trustees.
The Foundation may pay compensation in reasonable amounts to agents
and employees for services rendered, such amount to be fixed by the Board
of Trustees or if the Board delegates power to any officer or officers,
then by such officer or officers. The Board of Trustees may require officers,
agents or employees to give security for the faithful performance of
their duties.
ARTICLE VI: Offices
Section 6.01. Location. The principal office of the Foundation shall
be located within or without the District of Columbia at such place as
the Board of Trustees shall from time to time designate. The Foundation
may maintain additional offices at such other places as the Board of
Trustees may designate. The Foundation shall continuously maintain within
the District of Columbia a registered office at such place as may be
designated by the Board of Trustees.
ARTICLE VII: Miscellaneous
Section 7.01. Fiscal Year. The fiscal year of the Foundation shall be
the calendar year or such other period as may be fixed by the Board of
Trustees.
Section 7.02. Checks, Notes and Contracts. The Board of Trustees shall
determine who shall be authorized from time to time on the Foundation’s
behalf to sign checks, drafts or other orders for payment of money; to
sign acceptances, notes or other evidences of indebtedness; to enter
into contracts; or to execute and deliver other documents and instruments.
Section 7.03. Books and Records To Be Kept: Annual Audit. The Foundation
shall keep at the principal office of ACPA in the District of Columbia,
(1) correct and complete books and records of account, and (2) minutes
of the proceedings of the Board of Trustees and any committee having
any of the authority of the Board. The Foundation’s financial transactions
shall be audited annually by a certified public accountant, the report
of which shall be submitted to the Foundation’s Board of Trustees
and to the Member.
Section 7.04. Amendment of Articles and Bylaws. Subject to the approval
of the Foundation’s Member, the Foundation’s Articles of
Incorporation may be amended pursuant to DC Code Ann. 29-356 by a majority
vote of the Board of Trustees then in office at a regular or special
meeting for which written notice of the purpose shall be given.
Subject to the approval of the Foundation’s Member, the Foundation’s
Bylaws may be adopted, amended or repealed by a majority of the Board
of Trustees.
Section 7.05. Indemnification and Insurance. Unless otherwise prohibited
by law, the Foundation may indemnify any trustee or officer, any former
trustee or officer, any person who may have served at its request as
a trustee or officer of another corporation, whether for profit or not
for profit, against any and all expenses and liabilities actually and
reasonably incurred by him or her or imposed on him or her in connection
with any claim, suit or proceeding (whether actual or threatened, civil,
criminal administrative or action, investigative, including appeals)
to which he or she may be or is made a party by reason of being or having
been such trustee or officer; subject to the limitation, however, that
there shall be no indemnification in relation to matters as to which
he or she shall be adjudged in such claim, action, suit or proceeding
to be guilty of a criminal offense or liable to the Foundation for damages
arising out of his or her own negligence or misconduct in the performance
of a duty to the Foundation.
Amounts paid in indemnification of expenses and liabilities may include,
but shall not be limited to, counselees and other fees; costs and disbursements;
and judgments, fines and penalties against, and amounts paid in settlement
by such trustee or officer. The Foundation may advance expenses to, or
where appropriate may itself; at its expense, undertake the defense of;
any trustee or officer; provided, however, that such trustee or officer
shall undertake to repay or to reimburse such expense if it should be
ultimately determined that he or she is not entitled to indemnification
under this Article.
The provisions of this article shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after adoption
hereof.
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which such trustee or officer may be entitled
under any statute, bylaw, agreement, vote of the Board of Trustees or
otherwise, and shall not restrict the power of the Foundation to make
any indemnification permitted by law.
The Board of Trustees may authorize the purchase of insurance on behalf
of any trustee or officer against any liability asserted against or incurred
by him or her which arises out of such person’s status as a trustee
or officer or out of acts taken in such capacity, whether or not the
Foundation would have the power to indemnify the person against that
liability under law.
In no case, however, shall the Foundation indemnify, reimburse or insure
any person for any taxes imposed on such individual under Chapter 42
of the Internal Revenue Code of 1986, as now in effect or as may hereafter
be amended (“the Code”). Further, if at any time the Foundation
is deemed to be a private foundation within the meaning of 509 of the
Code then, during such time, no payment shall be made under this article
if such payment would constitute an act of self-dealing or a taxable
expenditure, as defined in 4941 (d) or 4945 (d), respectively, of the
Code.
If any part of this Article shall be found in any action, suit or proceedings
to be invalid or ineffective, the validity and the effectiveness of the
remaining parts shall not be affected.
Section 7.06. Loans to Trustees and Officers. No loans shall be made
by the Foundation to its trustees or officers.
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