Bylaws of the National Association of Student Financial Aid Administrators

(As amended)

          ARTICLE I - NAME

          The name of the corporation is the National Association of Student Financial Aid Administrators.

          ARTICLE II - PRINCIPAL OFFICE

          Section 1.      ‑The principal office of the Association, a nonprofit corporation incorporated under the law of the District of Columbia, shall be in the District of Columbia.

          Section 2. ‑   ‑The Association may have such other office or offices at such suitable place or places within or without the District of Columbia as may be designated from time to time by the Association's Board of Directors.

          ARTICLE III - PURPOSE

          The purposes for which the corporation is organized, subject to the limitations of Article XVI, hereof, are to:

                   (a) Promote the professional preparation, effectiveness and association of:

                        (1) ‑Administrators and counselors of student financial aid in institutions of postsecondary education, government agencies, foundations, and private and community organizations, and

                        (2) ‑Others in institutions of postsecondary education, government agencies, foundations, and private and community organizations concerned with the support and administration of student financial aid.

                   (b) ‑Serve as a national forum and act as a focus for the expression of views on matters relating to the development, funding and conduct of student financial aid.

                   (c) Promote and encourage programs which provide for educational opportunity and full development of individual potential of students.

                   (d) ‑Serve effectively the interests and needs of students, institutions, government agencies and sponsors through coordination of plans and programs pertinent to student financial aid.

                   (e) ‑Assist educational institutions, foundations, government agencies, and private and community organizations to promote and develop effective programs of student financial aid.

                   (f) Facilitate communication between educational institutions and agencies and organizations which provide student aid funds.

                   (g) ‑Promote such systematic studies, cooperative experiments, conferences and other related activities as may be desirable or necessary to fulfill the purposes of the corporation

          ARTICLE IV - MEMBERSHIP

          Section 1. ‑   ‑There shall be four (4) classes of members of the Association, namely, institutional members, affiliate members, constituent members, and student members.

                   (a) ‑Institutional membership in the Association shall be open to institutions of postsecondary education, as defined in the procedures of the Association, having an interest in promoting the administration of student financial aid, which meet the following criteria:

                        (1) ‑Institutions must normally maintain a regular faculty and curriculum and normally have a regularly enrolled body of students in attendance at the place where its educational activities are regularly carried on.

                        (2) ‑Institutions must normally have a full-time employee on-campus with primary responsibility for the administration of student financial aid.

                   (b) ‑‑‑Affiliate membership in the Association shall be open to practicing student financial aid administrators, employed full-time by an institution of postsecondary education which is not an institutional member of the Association. If a person holding affiliate membership in the Association is employed by an institution which is otherwise qualified for institutional membership, dues for that person shall in no case be less than would be paid if the employing institution were a member as provided in Article IV, Section 1(a) hereof. Affiliate members shall have all privileges and benefits of membership in the Association other than the right to vote on matters before the institutional membership, and may be elected to the Board of Directors of the Association and, as such, have voting rights in that body.

                   (c) ‑Constituent members of the Association shall be those educational associations, government agencies, organizations involved in providing educational services, and individuals having an interest in promoting the administration of student financial aid. An association, agency or organization holding such membership in the Association shall designate an individual to serve as a liaison between such member entity and the Association. Constituent members of the Association may not vote in Association matters nor hold office in the Association.

                   (d) ‑Student members shall consist of students enrolled full-time in institutions of postsecondary education who have an interest in promoting the administration of student financial aid. Student members may not vote on matters before the Association or hold office.

          Section 2. (a) ‑The chief executive officer of each institutional member of the Association shall designate an individual who has primary responsibility for the administration of student financial aid to represent it at meetings of or otherwise in connection with the Association, who shall also be an individual described in Article IV paragraph 1(a)(2), hereof. A representative of an institutional member of the Association may designate an alternate representative, who shall be a practicing student financial aid administrator, who shall act in the place of the designated representative.

                   (b) ‑Each institutional member of the Association shall be entitled to one vote at meetings of the membership. Such vote shall be cast by each such member's representative (or designated alternate) at any meeting of the Association's membership or, in the event of a mail ballot, when such mail ballot is conducted.

                   c) ‑All financial aid administrators employed full-time by an institutional member shall be entitled to attend all meetings of the Association, stand for election to an office of the Association for which they are otherwise qualified, and otherwise carry out the rights and responsibilities of institutional membership in the Association, except that only the designated voting representative can vote on matters where voting is restricted to institutional members.

          Section 3. ‑Any institution of postsecondary education or individual may appeal in writing to the Board of Directors on an individual basis, and for just cause, for determination of membership status and voting eligibility in the Association.

 

          Section 4.      ‑Any member of the Association may be dropped from membership for nonpayment of dues, or by action of the Board of Directors for just cause after being afforded the opportunity to be heard.

          ARTICLE V - FINANCE

          Section 1. The fiscal year of the Association shall be from July 1 to June 30, inclusive.

 

          Section 2.      Income shall be derived from membership dues and such other sources as the Board of Directors may approve.

          Section 3. ‑Dues shall be assessed and collected in such amounts and in such manner as may be prescribed by the Board of Directors. Any proposal to increase the dues of the Association shall be circulated in writing to all members of the Association affected by such proposal at least thirty (30) days before the vote is to be cast by the Board of Directors.

          Section 4. The books of the Association shall be audited at the conclusion of each of the Association's fiscal years at the direction of the Board of Directors.

          ARTICLE VI - OFFICERS

          Section 1. ‑The elected officers of the Association shall consist of a National Chair, National Chair-Elect, and Immediate Past National Chair, who must be representatives of institutional members or be affiliate members.

          Section 2. The appointed officer of the Association shall be the President.

          Section 3. ‑The National Chair-Elect shall be elected by a majority vote of the institutional membership casting ballots. The term of office shall be for one (1) year.

          Section 4. ‑Upon completion of the term as National Chair-Elect, such person shall become National Chair of the Association and serve until a successor is qualified.

          Section 5. Upon completion of the term as National Chair, such person shall become Immediate Past National Chair.

          Section 6. ‑The President shall be appointed by the National Chair, subject to the confirmation of the Board of Directors. He/she shall serve at the will of the Board of Directors.

          Section 7. ‑In the event of a vacancy in the office of the National Chair, the National Chair-Elect shall assume the duties of National Chair, without prejudice to his/her ensuing term of office. If a vacancy occurs in the office of National Chair-Elect it shall be filled in the method of original selection. If a vacancy occurs in the office of Immediate Past National Chair, it shall be filled by the next most Immediate Past National Chair.

          Section 8. Once elected, an officer may serve for the duration of his/her term so long as his/her membership classification remains institutional or affiliate.

          Section 9. No two or more offices of the Association may be held by the same person.

          ARTICLE VII - DUTIES OF OFFICERS

          Section 1. ‑The National Chair shall preside at all meetings of the Association and the Board of Directors, and perform such other duties as pertain to that office. He/she shall be an ex officio member of all commissions and committees of the Association.

          Section 2. ‑The National Chair-Elect shall assist the National Chair and in all ways prepare for his/her term of office. In the absence or disability of the National Chair, he/she shall have all the powers and shall perform all the duties of the National Chair without prejudice to his/her term of office as National Chair.

          Section 3. ‑The Immediate Past National Chair shall assist the National Chair and serve as Chair of the Nominations and Elections Committee and of the Association Governance Committee. In the absence or disability of both the National Chair and the National Chair Elect, he/she shall have all the powers and shall perform all the duties of the National Chair.

          Section 4. ‑The President shall serve as chief executive officer of the Association and shall be responsible for the operation of the National Office. He/she shall serve on the Board of Directors and the Executive Committee in an ex officio non-voting capacity. He/she shall hire, supervise and dismiss such other employees of the Association. He/she shall perform such other duties as are consistent with the purposes of the Association. He/she shall submit an annual report to the Association. He/she shall be employed under contract by the Association and be responsible to the Board of Directors. The President shall be bonded at the expense of the Association, the amount to be designated by the Board of Directors. The President shall appoint a Secretary of the Association. The Secretary shall be responsible for recording minutes of all meetings of the Association, the Board of Directors and the Executive Committee, and for maintaining all relevant Association records. The President shall appoint a Treasurer of the Association. The Treasurer shall be responsible for receiving and disbursing all monies of the Association under policies approved by the Board of Directors. He/she shall keep adequate and appropriate records of such receipts and disbursements. He/she shall be ready whenever required to turn over to the Board all monies, accounts, record books, papers, vouchers, and other records pertaining to the position, and shall turn the same over to his/her successor. The Treasurer shall be bonded at the expense of the Association, the amount to be designated by the Board of Directors. The Treasurer shall submit an Annual Report to the Association.

          ARTICLE VIII - MEETINGS

          Section 1. Meetings of the Association shall be held on such dates and in such locations as the Board of Directors shall determine.

                   (a) All meetings shall be announced in writing to all members at least forty-five (45) days in advance.

                   (b) ‑The announcement of the meeting shall specify the items of business to be considered at the meeting and shall set forth the text of any resolutions or motions which have been submitted for consideration by any member or by the Board of Directors, as well as the procedure for voting.

                   (c) ‑Any resolution or motion to be considered at the meeting must be submitted in writing to the President at least sixty (60) days before the meeting.

                   (d) ‑One-tenth (1/10) of the voting representatives of institutional members of the Association who have received voting cards at registration, and who are in attendance at the business meeting, shall constitute a quorum. If the absence of a quorum prevents a meeting of the members from acting on an item of business, the Board of Directors may submit the matter for the vote of the institutional members by mail ballot.

                   (e) A resolution or motion, the text of which has been set forth in the announcement of the meeting in accordance with paragraph (b) of this section:

                        (1) ‑May not be amended at the meeting unless the bylaws provide otherwise, and that any action of the meeting approving or rejecting a resolution or motion shall be submitted for a mail ballot if:

                             (A) a motion for such mail ballot is approved by a two-thirds (2/3) vote of the meeting; or

                             (B) ‑the Board of Directors, within two (2) weeks of the adjournment of the meeting, determines that the issue is of such importance that the will of the members should be ascertained by a mail ballot which shall be binding.

                   (f) ‑A resolution or motion pertaining to an item of business, the text of which has not been set forth in the announcement of the meeting in accordance with paragraph (b) of this section, may be introduced at the meeting by a member and voted upon but such vote shall not be binding upon the Association unless it is deemed of such importance by the Board of Directors that the will of the members should be ascertained by a mail ballot, or, if so directed by a two-thirds (2/3) vote of the meeting, a ballot be submitted to a vote of the members by mail. However, the Board of Directors shall take into consideration the results of the voting in deciding upon any future action pertaining to the subject matter of a resolution or motion.

                   (g) ‑An annual meeting of the Association's membership shall be held during the fiscal year of the Association for the purpose of transacting all business which may be brought before the meeting.

          Section 2. ‑‑Meetings of the Board of Directors shall be held at the call of the National Chair or by petition of four (4) or more members of the Board.

                   (a) ‑At least two meetings of the Board shall be held each year. One meeting must be held between January 1 and June 30, inclusive, and one meeting must be held between July 1 and December 31, inclusive.

                   (b) ‑One-third (1/3) of the current membership of the Board shall constitute a quorum, except that no less than one-half (1/2) of the recognized regional associations must be represented to conduct business.

          Section 3. ‑Meetings of the Executive Committee shall be at the call of the National Chair. A majority of the current membership of the Committee shall constitute a quorum.

          ARTICLE IX - BOARD OF DIRECTORS

          Section 1. ‑The responsibility for the general conduct of the affairs of the Association between meetings of the membership shall be vested in  a Board of Directors, except that of modifying the substance of official action taken by the membership of the Association. In the management of business, property and assets of the Association, the Board of Directors shall be vested with all powers possessed by the Association itself, including the power to appoint and remunerate agents and employees, insofar as such delegation of authority is not inconsistent with or repugnant to the laws of the District of Columbia or any other laws, the Articles of Incorporation of the Association, or these By-laws. The Board of Directors shall be authorized, upon the recommendation of the National Chair, to increase to four (4) the number of Commission Directors, who shall serve on the Board for each relevant year.

          Section 2. The Board of Directors shall consist of the following:

                   (a) The National Chair, National Chair-Elect, Immediate Past National Chair, President, and

                   (b) ‑Twelve (12) regional representatives of institutional members or affiliate members, who shall be elected on a regional basis, with two (2) representatives selected from each recognized regional association, and

                   (c) ‑Twelve (12) national representatives-at-large who are representatives of institutional members or who are affiliate members. Representatives-at-large are elected without regard to geographical location, and

                   (d) ‑Not more than three (3) Commission Directors, nominated by the National Chair and confirmed by the Board, except as provided in Article IX, Section 1, who shall serve in ex officio non-voting capacities.

          Section 3. Selection of members of the Board of Directors not specified elsewhere in these By-laws shall be as follows:

                   (a) Representatives elected on a regional basis shall be elected from the six (6) recognized regional associations.

                   (b) Representatives-at-large shall be elected by a vote of the institutional membership at the time of election of the National Chair-Elect.

          Section 4. Terms of office of members of the Board of Directors not specified elsewhere in these By-laws shall be as follows:

                   (a) Representatives elected by regional associations shall serve terms of office specified by their respective regional association.

                   (b) ‑Representatives elected on a national basis shall serve three (3) year terms beginning in the year of election, which may be renewable for one (1) additional non-consecutive term.

                   (c) Commission Directors shall serve one (1) year terms.

          Section 5.      Vacancies on the Board of Directors shall be filled as follows:

                   (a) National Chair-Elect shall be filled in the same manner as original selection.

                   (b) ‑Unexpired terms of one (1) year or more of national representatives-at-large shall be filled by the Board of Directors. The National Chair shall be authorized to appoint an institutional or affiliate member of the Association to fill an unexpired term of less than one (1) year of a national representative-at-large.

                   (c) Unexpired terms of regional representatives shall be filled by the appropriate recognized regional association.

          ARTICLE X - EXECUTIVE COMMITTEE

          Section l.  The Executive Committee may, in appropriate situations, act on behalf of the Board of Directors. Such action shall be reported to the Board.

          Section 2. ‑The Executive Committee shall consist of the National Chair, National Chair-Elect, Immediate Past National Chair, President, four (4) Representatives-at-Large serving the final year of their three-year term on the Board, and six (6) representatives to the Board of Directors, one from each region.

          ARTICLE XI - COMMISSIONS AND COMMITTEES

          Section 1. ‑The Board of Directors shall create such Commissions as may be deemed necessary to carry out the purposes of the Association. Directors of such Commissions shall be nominated by the National Chair and be confirmed by the Board.

          Section 2. ‑The National Chair shall appoint such committees as are deemed necessary for the conduct of the Association's business, and designate the chairmen of such committees.

          ARTICLE XII - VOTING

        ‑Unless otherwise specified, a majority vote is required to approve an action of any unit of the Association. A vote may be taken in any meeting at which a quorum prevails, or conducted by mail, in which case the number voting must be equivalent to or exceed that required for a quorum.

          Section 1.      ‑Providing the annual meeting of the Association is held within the first forty-five (45) days of the dues lapse of a member institution, for purposes of voting at the annual meeting of the Association, the designated representative or alternate representatives of institutions which were institutional members in the twelve (12) month calendar period preceding the meeting shall be entitled to vote even though receipt of dues may not have been received for the twelve (12) month calendar period in which the annual meeting is held.

          Section 2. ‑In the event a mail ballot is conducted in the first forty-five (45) days of the dues lapse of a member institution, for purposes of voting, designated representatives or alternate representatives of institutions which were institutional members in the twelve (12) month calendar period preceding the meeting shall be entitled to vote even though receipt of dues may not have been received for the twelve (12) month calendar period in which the annual meeting is being held.

          ARTICLE XIII - REGIONAL ASSOCIATIONS

          Section 1. ‑The Board of Directors may recognize no more than six (6) regional associations of student financial aid administrators with the objective of aiding the Association in fulfilling the purposes as stated in Article III, hereof.

          Section 2. ‑Criteria for the designation of the geographical boundaries of the regional associations and other conditions of recognition shall be established by the Board of Directors, but shall conform to the following:

                   (a) Membership in a regional association shall be on the basis of an institutional membership, individual membership, or a combination of the two.

                   (b) ‑Regional associations shall have stated purposes which are identical to, or otherwise compatible with, the purposes enumerated in Article III, hereof.

                   (c) ‑Each regional association shall be an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1954 as an organization described in Section 501(c)(3) of the Code (or the corresponding provisions of any future United States internal revenue law) and shall have a determination from the Internal Revenue Service in recognition of such exemption.

                   (d) ‑Recognition by the Board of Directors of an organized regional association is only for the intent of carrying out the legitimate purposes of fostering the administration of student financial aid. Any other activities of regional associations are not necessarily sanctioned by the Association and do not encumber, affect, or otherwise place any moral or legal obligations on the Association.

          ARTICLE XIV - DISSOLUTION OR FINAL LIQUIDATION

          ‑Dissolution or final liquidation of the Association shall take place and the distribution of assets shall proceed as provided in Article Eighth of the Association's Articles of Incorporation.

          ARTICLE XV - SHARES OF STOCK, DIVIDENDS, AND CERTAIN LOANS

          ‑The Association shall not authorize or issue shares of stock, not obtain any dividends, nor make any loans to its member organizations, members of the Board of Directors, officers, agents, or employees.

          ARTICLE XVI - LIMITATION OF ACTIVITIES

          ‑The Association shall not be operated for profit (except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as set forth in Article III, hereof). The Association shall not directly or indirectly participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any provisions in these bylaws or in the Association's Articles of Incorporation, the Association shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1954 as an organization described in Code Section 501(c)(3), (or corresponding provisions of any future United States internal revenue laws). No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, except that the corporation may elect to have provisions of Section 501(h) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law) apply with respect to such activities.

          ARTICLE XVII - PARLIAMENTARY AUTHORITY

          ‑The rules contained in the most recent edition of Robert's Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, these bylaws, and any special rules of order the Association may adopt.

          ARTICLE XVIII - AMENDMENT OF BYLAWS

          ‑These bylaws may be amended by a two-thirds (2/3) majority of the Board of Directors, provided that each amendment shall have been proposed in writing to the President by (a) the Board of Directors, (b) any recognized regional association, (c) a committee authorized by the Association, or (d) a petition of twenty-five (25) institutional members of the Association, and provided further, that a copy of the amendment(s) shall have been mailed to each member of the Association at least thirty (30) days before the vote is to be cast by the Board of Directors.

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