ARTICLE I
NAME, PURPOSE, LOCATION AND RESTRICTIONS
Section 1.01 Name. The name of this not-for-profit corporation shall be the National Association of Colleges and Employers, hereinafter sometimes referred to as NACE.
Section 1.02 Purpose. The purpose of NACE shall be as set out in the Articles of Incorporation and the current Strategic Plan.
Section 1.03 Location. NACE is incorporated in the state of Pennsylvania and is governed by the applicable state nonprofit corporation law.
Section 1.04 Restrictions. All policies and activities of NACE shall be consistent with:
ARTICLE II
MEMBERSHIP
Section 2.01 Membership Qualification. Membership in NACE is extended to organizations or individuals who have a professional interest in the employment of the college-educated.
Section 2.02 Membership Categories. There shall be three (3) categories of membership: Organizational, Individual and Student, each with rights and obligations specified in the NACE Policy and Procedures Manual and as may be from time to time further specified by the NACE Board of Directors.
a. Organizational membership is available to any organization that is interested or involved in the employment of the college-educated.
b. Individual membership is available to individuals who are interested or involved in the employment of the college-educated.
c. Student membership is available to any individual who is enrolled in an institution of higher education and is pursuing a career in a field associated with the employment of the college-educated, such as career services or human resources.
Section 2.03 Voluntary Resignation. Any member wishing to resign must file a written resignation with the Executive Director. Such resignation shall not relieve the member of the obligation to pay all previously accrued and unpaid financial obligations, including any dues, assessments or other charges.
Section 2.04 Censure, Suspension and Expulsion. The Board of Directors may, by affirmative vote of two-thirds (2/3) of the Board of Directors, censure, suspend or expel a member for cause after an appropriate hearing, conducted in accordance with procedures adopted by the Board of Directors. All rights, privileges and interest of Association membership shall cease upon termination of membership. Such termination shall not relieve the member of its obligations for dues, fees, assessments or other charges accrued and unpaid. The Board may, by a majority vote of the Board of Directors present at a meeting at which a quorum is present, terminate the membership of any member who becomes ineligible for membership.
Section 2.05 Reinstatement. Upon written request signed by a former member and filed with the Executive Director/President, the Board of Directors may, by affirmative vote of two-thirds (2/3) of the Board of Directors present at a meeting at which a quorum is present, reinstate a former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 2.06 Transfer of Membership. Membership in this Association is not transferable or assignable within the individual or student categories; the primary contact for the organizational category of membership may be transferred or assigned as determined by the organization.
ARTICLE III
DUES
Section 3.01 Dues. The annual dues for each category of members of the Association shall be as determined by the Board of Directors from time to time.
Section 3.02 Fees. Fees for Association services shall be as determined by the Board of Directors from time to time.
Section 3.03 Special Assessments. Special assessments may be levied by affirmative vote of two-thirds (2/3) of the Board of Directors.
Section 3.04. Termination for Failure to Pay Dues. Any m ember who shall be in default for thirty (30) days or more in the payment of dues, fees or assessments from the due date shall be notified by the Association, and, if payment is not made within the next succeeding thirty (30) days, shall be deemed to have resigned from membership. Without further notice and without a hearing, the member shall be dropped from the rolls and forfeit all rights and privileges of membership. The Board of Directors may, however, prescribe procedures for extending the time for payment and continuation of membership privileges upon request of a member and for good cause shown.
ARTICLE IV
GOVERNANCE
Section 4.01 The governing body of NACE shall be the Board of Directors, also referred to as the “NACE Board” or the “Board.”
Section 4.02 The Board of Directors shall exercise all powers of NACE as shall be deemed appropriate to the accomplishment of the stated purposes of NACE, as set forth in NACE’s Articles of Incorporation, as amended, and as stated in NACE’s Strategic Plan, as amended.
Section 4.03 The Executive Committee shall be responsible to the Board of Directors for all actions and the Board of Directors, in all cases, shall be responsible for the ultimate direction of NACE. The NACE Board shall empower the Executive Committee to act on behalf of the Board in dealing with matters that require immediate action between regular meetings of the Board of Directors, as necessary.
ARTICLE V
BOARD OF DIRECTORS
Section 5.01 Composition. The NACE Board shall consist of six (6) - eleven (11) expertise-focused directors and five (5) officers; the Board should have equal representation from college and employing organizations.
Section 5.02 Term of Office. NACE directors will serve a term of two (2) years beginning and ending at the transition meeting of the Board of Directors.
Section 5.03 Individual Directors and Officers. As individuals, directors and officers shall have only authority as described in the descriptions in the NACE Policy and Procedures Manual.
Section 5.04 Vacancies. A director’s position vacated for any reason shall be filled by the NACE President with the approval of the NACE Board.
Section 5.05 Notice. Written notice, including the agenda, of all meetings of the Board shall be given to all Board members at least thirty (30) days before the date of the meeting.
Section 5.06 Meetings. There shall be at least one annual meeting of the NACE Board. Additional meetings of the Board may be called by the President, the Secretary-Treasurer or by a majority of the members of the Board. The Board may conduct business through teleconference sessions and e-mail communication with provision for following guidelines in the NACE Volunteer Policy and Procedures Manual and the ratification of all actions taken at the next face-to-face meeting of the Board.
Section 5.07 Absence. Any member of the Board who is unable to attend a meeting shall notify the President of his or her reasons for absence. If a director is absent from two (2) consecutive meetings for reasons which the remaining Board determines insufficient, his or her resignation shall be deemed to be rendered and accepted, and he or she shall be so notified.
Section 5.08 Quorum. A quorum of the NACE Board shall be two-thirds (2/3) of the voting membership of the Board.
Section 5.09 Action. Actions of the NACE Board require a majority vote of the quorum of the Board.
Section 5.10 Nominations. Nominations for directors shall be drawn from the current NACE membership.
Section 5.11 Elections. The Board shall approve the slate of officers and directors. Directors will be elected by a simple majority vote of the NACE membership by vote by mail ballot or electronic ballot.
Section 5.12 Removal. The Board of Directors may remove a director or officer with or without cause by the affirmative vote of two-thirds (2/3) of the Board of Directors at a meeting at which a quorum is present, provided written notice of the meeting is delivered to all such Board members at least thirty (30) days before the meeting stating that a purpose of the meeting is to vote on removal of the named director(s).
ARTICLE VI
OFFICERS
Section 6.01 Officers. The elected officers of NACE are President, President-Elect, Vice President-College, Vice President-Employer, and Past President. The Executive Director serves as a non-voting officer of the association in the role of Secretary-Treasurer.
Section 6.02 Nominations. Nominations for elected officers shall be drawn from the current or previous NACE Boards of Directors.
Section 6.03 Elections. The President-Elect, Vice President-College, and Vice President-Employer shall be elected by a simple majority of the NACE membership by vote by mail ballot or electronic ballot.
Section 6.04 Term of Office. Term of office shall be as follows:
a. The individual elected to serve as President-Elect will serve as an officer for a three (3) year term, the first year as President-Elect, the second year as President, and the third year as Past-President. The service shall be automatic without further election.
b. Each Vice-President will serve a two (2) year term.
c. Terms for officers will begin and end at the transition meeting of the Board of Directors.
Section 6.05 Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the NACE Policy and Procedures Manual descriptions for each officer and those adopted by the Board from time to time. In addition, the President of NACE acts as the Chair of the Board; the President-Elect acts in place of the President when the President is not available; and the Secretary-Treasurer serves as the Chief Financial Officer of NACE.
Section 6.06 Vacancies. If a vacancy occurs among the officers, other than the President, the Board shall be responsible for filling the position for the unexpired portion of the term.
Section 6.07 Executive Director. The Executive Director shall be employed by the Board and be directly responsible to the President, and shall serve as Secretary-Treasurer of the Corporation. The Executive Director shall manage and direct all activities of NACE, subject to the policies of the Board directed through the office of the President. The Executive Director shall serve as a non-voting member of the Board, the Executive Committee, and the Finance and Audit Committee. The Executive Director serves as a voting member of the NACE Foundation Board of Trustees.
ARTICLE VII
COMMITTEES
Section 7.01 Executive Committee. The Executive Committee shall consist of the five (5) officers and the Secretary-Treasurer of the Board. The Executive Committee shall monitor compensation, benefits and personnel policies for the staff; identify strategic issues to bring to the Board; advise staff on day-to-day issues; establish the agenda for Board meetings; map out how the Board’s business should be conducted; and organize the activity of other committees. The Executive Committee is authorized to invest, expend, borrow, and enter contractual arrangements in accordance within the approved budget. The Executive Director will consult with the Executive Committee regarding problems needing rapid resolution.
Section 7.02 Sourcing and Nomination Committee. The Sourcing and Nomination Committee shall consist of: the Past-President who serves as Chair; two (2) NACE members who are serving or have previously served on the NACE Board of Directors; and up to three (3) NACE members at large. Appointees of this committee shall reflect the diversity of the membership and the association's commitment to diversity as a core value. Appointments will be for one year. The Sourcing and Nomination Committee shall implement the sourcing, nominations and elections procedures as outlined in the NACE Policy and Procedures Manual.
Section 7.03 Finance and Audit Committee. The Finance and Audit Committee shall consist of at least five (5) voting members of the Board, including the Past-President who shall serve as Chair, the President-Elect and the Secretary-Treasurer, who shall serve as a non-voting member of the committee. The Finance and Audit Committee shall oversee the NACE financial policies, the annual operating and capital budgets, the review of financial reports, the annual audit and NACE investment strategies as outlined in the NACE Policy and Procedures Manual.
Section 7.04 Other Committees. The Board may create other committees to which it may delegate various functions. The Board shall issue to the committee a specific charge with a definition of the committee’s authority. The Board will ensure the appointment of committees for the governance of NACE including, but not limited to, the Executive Committee.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01 Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 8.02 Checks, Drafts, Etc. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer(s) or agent(s) of the Association and in such manner as shall, from time to time, be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary-Treasurer and countersigned by the President of the Association.
Section 8.03 Fiscal Year. The fiscal year of the Association shall be as determined by the Board of Directors.
Section 8.04 Delivery of Notice. Any notice required to be given by statute, the Articles of Incorporation or these Bylaws, shall be deemed to be delivered according to the following rules: upon personal delivery; if by mail, when deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid; if by facsimile, when the facsimile is sent via the facsimile number shown for the member/director on the records of the Association; if electronically, when transmitted to such address shown for the member/director on the records of the Association; and if by overnight mail, when deposited with the shipping company in a sealed envelope, properly addressed, with shipping charges prepaid or billed to sender's account.
Section 8.05 Waiver of Notice. A written waiver of any notice required to be given by statute, the Articles of Incorporation or these Bylaws, signed by the person(s) entitled to such notice whether before or after the time stated, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the holding of the meeting because proper notice was not given.
Section 8.06 Audit. The accounts of the Association shall be audited on an annual basis by an independent auditor approved by the Board of Directors.
Section 8.07 Use of Funds and Dissolution. The Association shall use its funds only to accomplish the objectives and purposes specified in its Articles of Incorporation, and no part of its funds shall inure or be distributed to the members of the Association. Upon dissolution of the Association, any funds remaining shall be distributed in the manner specified in the Articles of Incorporation of the Association.
Section 8.08 Bonding. The Board of Directors may require any officer, director, employee, or agent of the Association, to furnish at the expense of the Association, a fidelity bond, in such a sum as the Board shall prescribe.
Section 8.09 Procedure. All meetings of the Association shall be governed by parliamentary law as set forth in the most recent edition of "Robert's Rules of Order" when not inconsistent with law or these Bylaws.
Section 8.10 Writing. Actions required to be “written” or “in writing,” or to have written consent of members, directors, or committee members shall include any communication in the Articles of Incorporation or by policy or procedure of the Board of Directors transmitted or received by electronic means or by any other technology permitted by law. A requirement for a signature shall be satisfied by any means recognized by law, e.g., electronic signature, unless prohibited by policy or procedure of the Board of Directors.
ARTICLE IX
LIABILITY, INDEMNIFICATION AND INSURANCE
Section 9.01 Limitation of Liability. No director, officer, employee, or agent of the Association acting in his or her official capacity shall be liable for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, officer, employee, or agent except to the extent dictated by law.
Section 9.02 Indemnification. The Association shall indemnify and hold harmless to the full extent required by law any person or entity who is or was acting in his or her official capacity as a director or officer or agent, and may otherwise indemnify and hold harmless to the full extent permitted by law any person or entity who is or was acting in his or her official capacity as a director or officer or agent.
Section 9.03 Insurance. The Association may purchase and maintain insurance on behalf of any person to the extent permitted by law, regardless of whether the Association would have the power to indemnify such person against such liability under the provisions of this Article X.
ARTICLE X
AMENDMENT OF BYLAWS
Section 10.01 Amendment. The power to alter, amend, or repeal the Bylaws or adopt new bylaws shall be vested in the Board of Directors. Such action may be taken by a two-thirds (2/3) majority vote of the Board of Directors at a regular or special meeting for which written notice of the purpose shall have been given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with law or the Articles of Incorporation.