Bylaws

PREAMBLE

From the founding of Harvard College in 1636 to the present day, those colleges and universities in the public service but independent of state control have been on the frontiers of knowledge. They are also on the frontier of preparing leadership to enhance and uplift the American culture. New leadership must be equipped to face global competition and must develop innovations that will build a just and peaceful society. To the degree that strong and innovative leaders take places of leadership, to that degree will our cherished dual system of higher education prosper. To thrive, the independent collegiate sector must be free of political control and strong in its own influence.

ARTICLE I NAMES AND OFFICES

Section 1.

 

Section 2.

The name of this association is the AMERICAN ASSOCIATION OF PRESIDENTS OF INDEPENDENT COLLEGES AND UNIVERSITIES (hereinafter called the Association).

The principal office of the Association shall be at the business address the Board of Directors may determine

ARTICLE II MEMBERSHIP

Section 1. The classes of membership of the Association, and the respective rights and attributes of such classes are as follows.

RegularAny person acting or serving as the chief executive officer of an independent college or university which is both accredited by an accrediting entity recognized by the United States Department of Education and qualified for section 501 (C) (3) status under the provisions of the Internal Revenue Code of the United States is eligible to become a Regular member of the Association. The Board of Directors shall have the authority to prescribe conditions under which the chief executive officers of independent colleges or universities which are candidates for accreditation and/or which are designated as non-profit institutions may be Regular members of the Association. The Board of Directors shall have the authority to prescribe additional qualifications for membership and to clarify existing conditions if the need arises.

Honorary . Any chief executive officer of a state, regional or national association of independent colleges and universities, or any executive officer of a religious denomination, or foundation or other organization whose interests include the promotion and advancement of independent institutions of higher learning, subject to the approval of the Board of Directors, shall be eligible to become an Honorary member of the Association. Honorary members have no voting rights and are not eligible to hold office, but shall enjoy all the other rights of a Regular member.

 

Section 2. Membership Termination. Membership in the Association shall terminate by death, voluntary withdrawal or expulsion, or when any member ceases to meet the membership requirements set forth in Section 1 of this Article. All rights, privileges and interests of a member in the Association and its property shall cease on termination or suspension of membership. Any Regular, Affiliate, or Honorary member may, by conveying to the president written notice of such intention, withdraw from membership. Such withdrawal shall become effective upon receipt of written notice.
Section 3. Suspension or Expulsion. Any Regular, Affiliate, or Honorary member may be suspended or expelled for good cause, which shall consist of nonpayment of dues or assessments, violations of these bylaws, or any other conduct detrimental or prejudicial to the best interests of the Association. Notice of suspension or expulsion or consideration of suspension or expulsion shall be mailed by registered mail to the last recorded address of the member and to the entire membership of the Board of Directors at least fifteen days before final action is taken thereon. Such statement shall be accompanied by notice of the time and place of the meeting of the Board of Directors at which the matter shall be considered and the member shall have the opportunity to respond in person before action is taken thereon. Any statement of suspension or expulsion shall set forth the duration of said suspension and the terms and conditions for reinstatement.

ARTICLE III DUES AND FINANCES

Section 1. Regular and Affiliate members shall pay dues as established by the Board of Directors from time to time. Honorary members shall pay no dues.
Section 2. Annual dues shall be payable to the Association at the time and in the manner established by the Board of Directors.
Section 3. If, for any reason the Association shall not have sufficient funds to pay its obligations, Regular members may be assessed by the Board of Directors in sufficient aggregate amount to liquidate all obligations of the Association; provided, however, that no such assessment of assessments of any member shall, during one year, exceed an amount equal to the annual dues of such members, unless otherwise agreed to by such member.
Section 4. If the dues of any Regular member shall be unpaid for a period of sixty days after the same shall become payable, the Association shall mail such member notice of delinquency . If the dues of any member shall not be paid within a period of time prescribed by the Board of Directors after the mailing of such notice of delinquency, the membership shall automatically terminate by reason of such nonpayment; but the Board of Directors may provide, by resolution and under such terms and conditions as it deems fit, for subsequent reinstatement.
Section 5. Any member who withdraws from membership, or is suspended or expelled or whose membership is terminated in any manner, shall be liable for the payment of annual dues for the year in which membership is withdrawn, suspended or terminated, and shall be liable for the payment of and all assessments made at any time by the Association, pursuant Article III, Section 3 for obligations of the Association incurred prior to the effective date of such withdrawal, suspension, or termination.
Section 6. The fiscal year of the Association shall commence on the first day of January of each calendar year provided, however, that the Board of Directors, in its discretion and as it deems necessary or desirable, may change the fiscal year of the Association.

ARTICLE IV MEETING OF MEMBERS

Section 1. There shall be an annual meeting of members of the Association at such time and place as shall be determined by the Board of Directors, unless otherwise ordered by the Board of Directors, for the election of officers and directors, for receiving annual reports, and for the transaction of other business.
Section 2. Special meetings of the members of the Association shall be called by the president of the Board of Directors, or by the president upon the written request of twenty-five percent of the Regular members of the Association.
Section 3. Written notice of meetings of members of the Association shall be mailed to each member at the last recorded address at least thirty days in advance of the meeting, with a statement of time and place and the purpose or purposes for which the meeting is called.
Section 4. A majority of the Regular members of the Association registered in attendance at the most recent Annual Meeting shall constitute a quorum at any business meeting of the members and, in case there shall be fewer than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present.
Section 5. At each annual meeting of members the following business shall be transacted: (1) Approval of minutes of previous meeting. (2) Reports of officers. (3) Reports of committees. (4) Unfinished business. (5) New business. (6) Election of directors and officers. (7) Adoption of an annual budget including revenues and expenditures.
Section 6. Robert's Rules of Order Newly Revised shall govern all deliberations, when not in conflict with these bylaws.

ARTICLE V BOARD OF DIRECTORS

Section 1. The Board of Directors shall be elected from the Regular members and shall have supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the Articles of Incorporation and the bylaws, shall actively prosecute its objectives and shall have discretion in the disbursement of funds. The Board of Directors may adopt such lawful rules and regulations for the conduct of the business of this Association as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. The number of directors shall be fourteen, which number may be increased or decreased from time to time by amendments to the bylaws. The directors shall be elected from and by the Regular members of the Association. Twelve directors shall be elected for terms of three years, with four vacancies occurring annually. (The thirteenth and fourteenth directors shall be the President and the immediate past president and they shall serve ex-officio as provided below.)
Section 3. Annually, the Board of Directors shall hold one or more meetings in connection with the Association's Annual Conference. The timing of such annual board meetings shall be at the discretion of the president. No formal written notice of such meetings shall be required.
Section 4. Special meetings of the Board of Directors in which members are to be personally present, other than its Annual Conference meetings, may be called by or at the discretion of the Board of Directors or of the president, or upon written request of three directors. Written notice of such special meetings, with a statement of the time, place, and purpose thereof, shall be conveyed to each director at least fifteen days in advance of the meeting. Special meetings not requiring the personal attendance of board members may be called at the discretion of the president, board of directors or upon written request of three directors. Said meetings may be conducted electronically and notice of such meetings shall be furnished at least 3 days in advance. In an emergency, two thirds of the directors may waive, electronically or in writing, the requirement that at least 3 days written notice be provided in advance of any meeting.
Section 5. Fifty percent of the membership of the Board of Directors shall constitute a quorum at any meeting of the Board.
Section 6. No director may serve more than two consecutive three-year terms. Exofficio service of a director during a term as president or immediate past president is specifically not considered a three-year term. Any director having served two consecutive three-year terms shall be ineligible for election to the Board for a period of one year following the end of the second three-year directorial term. Any member having served as president or immediate past president may be elected to two consecutive three-year terms as a director, following termination of service as President or immediate past president and exofficio director.
Section 7. The president of the Association shall be the chairman of the Board of Directors.
Section 8. Except as otherwise provided in Section 10 of Article VI, if a director, during his term of office shall cease to meet eligibility requirements of Regular membership, or if, for any other reason, said Regular membership shall have been terminated, said director shall be considered to have resigned from the Board, effective with the date of resignation or termination or of failure to meet eligibility requirements.
Section 9. The Executive Committee shall have the power to fill a vacant directorship for the unexpired term.
Section 10. Any director may resign by written resignation to the president. Effective date of resignation will be the date of postmark or transmission of the letter of resignation.

ARTICLE VI OFFICERS

Section 1. The elective officers of the Association shall be a president, a first vice-president, a second vice-president, a secretary, and a treasurer. These officers shall be elected from and by Regular members at the annual meeting and such officers shall be eligible to succeed to a second one-year term. A majority of votes cast shall elect. The term of office for each of the elective officers shall be one year. No officer shall serve more than two successive one-year terms in any single office.
Section 2. Each elective officer shall take office at the close of the annual meeting at which elected, and shall serve a term of one year and until his successor is elected and qualified. 
Section 3. Vacancies in any office may be filled for the balance of the term by the Executive Committee, choosing from among Regular members.
Section 4. The president shall be the chief officer of the Association and of the Board of Directors and of the Executive Committee.
Section 5. The vice presidents, in the order of their designated seniority, shall perform the duties of the president in the absence or inability to act and shall perform such other duties as the Board of Directors or the president may from time to time direct.
Section 6. The secretary shall keep the records of the Association and shall perform such other duties as may be designated by the president.
Section 7. The treasurer shall keep an account of all moneys received and expended for the use of the Association, and shall make disbursements authorized by the Board of approved by the president or executive director or such other officers as the Board may prescribe. The treasurer shall deposit all funds of the Association in banks or other financial institutions approved by the Board of Directors. Funds of the Association may be invested in stocks, bonds, mutual funds, certificates of deposit and/or other investments according to policy guidelines approved and adopted from time to time by the Board of Directors. The treasurer shall make a report at the annual meeting and when called upon by the president. Funds may be withdrawn only upon the signature of such officers or other persons as may be prescribed by resolution of the Board of Directors. The duties of the treasurer may be assigned in whole or in part as the Board of Directors may specify. The funds, books, and vouchers in the treasurer's hands shall, at all times, be subject to verification and inspection by the Board of Directors, who shall, in any case, cause the books to be audited at least annually, with the results reported to the membership. At the expiration of the term of office, the treasurer shall deliver over to the treasurer-elect all books, money, and other property, or, in the absence of the treasurer-elect, to the president.
Section 8. An executive officer may be appointed by the president of the Association with approval of the Board of Directors. The executive director, if appointed and approved, shall manage and direct all functions and activities of the Association as authorized and directed by the president or the Board of Directors.
Section 9. The executive director shall: support the President in the discharge of presidential duties; maintain a current list of the members of the Association; prepare an annual report of the transactions and conditions of the Association; serve as custodian of the archives and historical records of the Association; and in general devote his best efforts to advancing the interest of the Association. The duties of the executive director may be assigned in whole or in part, as the Board of Directors shall determine.
Section 10. If, during the term of an officer, such officer ceases to meet the eligibility requirements of Regular membership, such officer shall be considered to have resigned and the Board of Directors shall elect a successor.
Section 11. Any officer may resign the office by written resignation submitted to the President. The President may resign the office by written resignation submitted to the First Vice President. Effective date of any resignation will be the date of postmark or transmission of the letter of resignation.

ARTICLE VII COMMITTEES

Section 1. The Board of Directors shall create such standing or special committees as it deems necessary. The president shall appoint the membership of such committees, except that the Executive Committee membership shall be as provided in Article VII, Section 2.
Section 2. The five officers specified in Article V, Section 2 and 3 shall constitute the Executive Committee of the Board of Directors. The Executive Committee shall have and may exercise all the authority of the Board of Directors during the intervals between meetings of the Board of Directors. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.
Section 3. Each year, prior to the Annual Meeting, the president shall appoint a Nominating Committee of five Regular members to nominate candidates for officers and directors. The Nominating Committee shall make its report at the annual meeting and shall have no further responsibility.
Section 4. Nominations for officers and directors may also be made from the floor at the annual meeting. Upon seconding, the person so nominated shall stand for election.

ARTICLE VIII MAIL VOTE

Section 1. Policy matters of major importance including amendments to the charter and bylaws, at the discretion of the Board of Directors, may be submitted to the Regular members for decision by mail or electronic vote. Submission of such matters to a vote shall be undertaken at the direction of the Board of Directors or upon written request to the president by twenty-five percent of the Regular members. Two-thirds vote of the Regular members voting shall be required to pass any question submitted by mail or electronic vote, provided that in each case votes of at least fifty-one percent of the total Regular membership shall be received. At least thirty days shall lapse between the date of transmitting ballots and the cutoff date for receipt of completed ballots. Any and all action taken as a result of such a vote shall be binding upon the Association in the same manner as would action taken at a duly called meeting.

ARTICLE IX LIMITATIONS AND LIABILITIES

Section 1. Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, agent of employee of the Association shall be liable for the acts or failure to act of any other member, officer, agent, or employee of the Association.

ARTICLE X SEAL

Section 1. The corporate seal shall be circular in form surrounded by stars and shall contain a spread eagle with a United States map as background and the initials AAPICU beneath the eagle.

ARTICLE XI AMENDMENTS

Section 1. The Articles of Incorporation of the Association and these bylaws may be altered, amended, or repealed, in whole or in part, by a majority vote of the Regular members voting, provided that the proposed change shall have been filed with the secretary or the president, and that notice of such proposed changes shall have been mailed to the entire membership of the Association not less than thirty days prior to such meeting date. In case of mail vote, a copy of the proposed change shall first have been supplied to the entire membership and the mail vote shall be conducted in accordance with the provisions of Article VIII.