These Amended and Restated Bylaws formulate the operational guidelines of the National Association of Educational Procurement-New England Region (the “Association”) and are intended to be consistent with the Articles of Incorporation and Bylaws of the National Association of Educational Procurement (“NAEP”). With the NAEP Articles and Bylaws, these Amended and Restated Bylaws constitute the governing documents of the Association.
ARTICLE I: PURPOSES
The Association is a registered chapter of NAEP, which is organized exclusively for charitable and educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986. Within this general limitation, the specific purposes for which the Association is organized and operated are to:
ARTICLE II: TERMINOLOGY
“Member”: An individual in the region of the Association and who registers as a Member of the Association.
“Institution”: An educational institution that has a curriculum leading to an appropriate certificate or degree and which is a current member in good standing of NAEP.
“Vote” and “Voting”: The primary method by which the Association makes decisions. Voting privileges are limited to Voting Members. Each voting member may cast a single vote for each decision to be decided. Voting may be conducted in person, or any other written or electronic means that is defined and approved by the Board and is consistent with the NAEP Bylaws.
“Voting Member”: Voting membership in the Association is limited to Institutions that are current members in good standing of NAEP and unless otherwise specified, only Voting Members may vote on Association matters requiring a vote of Members.
“Voting Member of Record”: The Member designated as the voting representative of a Voting Member (that is, an Institution that is a member in good standing of NAEP). Each Voting Member is limited to one Voting Member of Record.
“Board”: The Board of Directors of the Association.
“Fiscal Year”: The 12 month period beginning July 1st and ending June 30th.
ARTICLE III: MEMBERSHIP
Section 1: Qualifications
Members shall be recruited from those Institutions in the geographic area included in the states of Vermont, Maine, New Hampshire, Massachusetts, Rhode Island, Connecticut, and the province of Nova Scotia and that are members in good standing of NAEP. Individual Members shall be limited to individuals who are either employed by an Institution or are matriculated in a course of study related to the field of Purchasing.
Section 2: Honorary Membership
Any person who has made a specific contribution to the purchasing profession or to the work of the Association may be elected to honorary membership by a vote of the Board. Such person shall enjoy all the privileges of membership in the Association except the eligibility to vote or to hold office and shall not be required to pay dues. Recommendations for honorary membership may be submitted to the Board for consideration by any Member of the Association.
Section 3: Application for Membership
An individual becomes a Member of the Association upon review and acceptance of an application for membership submitted to the Board and upon payment in full of the appropriate dues. An Institution becomes a Voting Member upon review and acceptance of an application by the NAEP Board and payment of the appropriate dues.
Section 4: Dues
All Members will be assessed annual dues covering the period January 1 through December 31. The dues rate schedule will be determined by a vote of the Voting Members. Invoices for dues shall be issued by the Treasurer or another designated Board member and will be due and payable within 30 Days from the invoice date. New members joining the Association at any time during the calendar year shall have their dues pro-rated for the remainder of the year.
Section 5: Annual Meeting
The annual meeting of the Members will be held in conjunction with the annual conference. The annual conference of Members will normally be held in the fall of each year. Notice of the annual meeting shall be sent to all Members. The time and place of the annual meeting shall be set by the Officer responsible for determining the site selection of the annual conference.
Section 6: Quorum
Except as otherwise set forth herein, Voting Members having at least a majority of the votes entitled to be cast and represented in person or by proxy shall constitute a quorum.
Section 7: Voting and Proxies
Each Voting Member shall have one vote in the affairs of the Association, which shall be cast by the Voting Member of Record. The Voting Members shall take action by an affirmative vote of a majority of Voting Members of Record present and entitled to vote, in person or by proxy, on the action except where a different vote is required by law or these Bylaws. Notwithstanding the preceding sentence, members of the Board are elected by a plurality of the Voting Members present and entitled to vote, in person or by proxy, at a meeting at which a quorum is present.
A Voting Member of Record may cast his or her vote in person or by proxy. Every appointment of a proxy shall be in writing signed by the Voting Member of Record, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, an electronic or facsimile signature, and shall be filed with the Secretary of the Association at or before the meeting at which the appointment is to be effective. The appointment of a proxy shall be valid for no more than eleven (11) months, unless a longer period is expressly provided in the appointment. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding Officer of the meeting.
Notice of Voting: Information regarding election of officers nominated by the Association as well as proposed amendments to the Bylaws of the Association or by petition, will be provided to the membership in the following manner:
(a) Posting of a notice on the Association's website no less than 15 days in advance of the opening of the voting period and
(b) Sending a notice to all membership by electronic means no less than 15 days in advance of the voting period. Such notices shall serve to inform membership that there will be an election of officers and/or a vote on proposed amendments to the Bylaws.
The notice shall also refer membership to the Association's web page for further information, including the names of the candidates and text of any proposed amendments to the Bylaws. The notice shall include contact information of the Board for those members who are not able to access a website for the information described above.
Section 8: Termination of Membership
Any Member may voluntarily terminate membership in the Association upon written notice to the Association. The Board may terminate any Member’s membership in the Association for due cause including non-payment of dues. The Member who is the subject of termination may appeal the Board action to the Members at the annual conference of any year.
Section 9: Proprietary Materials of NAEP
The Association may from time to time prepare, post on its website and/or distribute at its meetings materials and literature provided by NAEP for the sole use of members in good standing of NAEP. Members acknowledge and agree not to copy, share or provide such NAEP materials and literature, or access to members-only sections of the NAEP website, with other institutions or individuals not affiliated with or a member in good standing of NAEP.
ARTICLE IV: OFFICERS AND GOVERNMENT
Section 1: Officers
The officers of the Association shall be a President, Executive Vice President, First Vice President, Associate Vice President, and Treasurer (each an “Officer”). Each Officer will be a voting member of the Board. The Officers shall perform duties outlined in the position descriptions formulated by the Past Presidents Advisory Committee (see Section 8 below) and approved by the Board as well as under the parliamentary authority adopted by the Association. Officers of the Association shall be selected from among the Members of the Association.
Section 2: Term of office
The term of office for all Officers, with the exception of the Treasurer, shall commence at the beginning of the calendar year following their election and terminate at the close of the calendar year that coincides with their term and following the qualification of their successors. All Officers with the exception of the Treasurer and Associate Vice President will normally serve one year in office.
The Treasurer will normally serve a term of four years commencing on the first of July, following his/her election, to coincide with the fiscal year of NAEP. The Board may vote to extend the term of the Treasurer for no more than two additional four year terms.
The Associate Vice President shall serve a four year term commencing at the beginning of the calendar year following his/her election and terminate at the close of the calendar year that coincides with his/her term and following the qualification of his/her successor.
The First Vice President will normally advance to the position of Executive Vice President and the Executive Vice President will normally advance to the position of President at the successful completion of their terms, through the Nominating Committee process and after election by the Voting Members.
Section 3: Election of Officers
Voting Members shall choose the incoming Officers from among a slate of nominees presented by the Nominating Committee. Voting may be conducted in person or any other written or electronic means that the Board defines consistent with the NAEP Bylaws. The call to vote shall precede and conclude prior to the annual fall conference. The names of the newly elected officers will be announced at the annual meeting during the fall conference. All new officers must be seated no later than January 1 following their election.
Section 4: Removal of Officers
An Officer of the Association may be removed from office for cause by a majority vote of the Board.
Section 5: Duties of Officers
Section 5a: President
The President shall be the Chief Executive Officer of the Association. The President shall preside over Board meetings and other meetings as deemed appropriate. With the exception of the Past Presidents Advisory Committee, the President shall appoint committee chairpersons on an annual basis. The President provides oversight for the program development and implementation for the annual conference including the annual conference site selection. The President serves as liaison to NAEP. The President also approves and communicates committee charges to the various committee chairpersons of the Association. The President may designate other tasks to the Board, committees and Members as required. The President appoints committee chairpersons, and other special task forces as required. The President is responsible for scheduling and preparing the agenda for the Past Presidents breakfast.
Section 5b: Executive Vice President
The Executive Vice President shall serve as liaison between the Board and the Professional Development Committee and is responsible for overseeing the development, marketing, and implementation of all educational professional development programs/seminars and workshops. The Executive Vice President shall have primary responsibility for the program development and implementation for the annual conference including identifying conference subject matter and faculty. She/he will be assisted by the President in collaboration with the Board. The Executive Vice President may be asked by the President to chair the Annual Conference Committee, or serve as a liaison between the Annual Conference Committee and the Board. The Executive Vice President serves in the absence of the President.
Section 5c: First Vice President
The First Vice President shall record the minutes of all business meetings and other meetings as deemed necessary and shall submit the minutes for these meetings for approval at the next Board meeting. In the absence of the First Vice President at a business meeting, the President will appoint another Board member to record the minutes. The First Vice President is responsible for overseeing the publishing of all Association communications, unless designated to another Board member, in accordance with Board approval guidelines. The First Vice President is responsible for assuring that all minutes, correspondence and operating documents of the Association are stored and archived in a manner to preserve them for future use. The plan for archiving these documents must be presented to and approved by the Board.
Section 5d: Associate Vice President
The Associate Vice President shall be responsible for maintaining the membership database. The Associate Vice President shall also be responsible for the collection of membership dues and publication of the membership directory. The Associated Vice President is also responsible for overseeing the maintenance of a directory/database of current Members unless designated to another Board or Committee member. The Associate Vice President assists the First Vice President with his/her duties.
Section 5e: Treasurer
The Treasurer shall be responsible for overseeing the Association’s banking accounts. The authorization limits and procedures to expend funds from these accounts will be determined by Officers of the Association. The Treasurer assists the President in preparing all budgets. The Treasurer shall provide all appropriate financial reports as required by NAEP. The Treasurer shall present a written report on the financial condition of the Association to the Members at the annual conference. The principal address of the Association shall be the employment address of the Treasurer.
Section 6: Immediate Past President
The Immediate Past President serves as Chairperson for the Past Presidents Advisory Committee. The Immediate Past President serves as the Chair of the Nominating Committee. The Immediate Past President consults with the President as needed and serves as an ex officio non-voting member of the Board except in those cases when a vote of the Officers of the Association results in a tie in which case the Immediate Past President may vote.
Section 7: Board Member At Large (3)
The Board Member At Large (typically three) is an ex officio non-voting member of the Board. The Board Member At Large is selected from among the Voting Members by the Officers of the Association to a one-year term that coincides with the Fiscal Year of the Association. The Board Member At Large may serve a maximum of three (3) consecutive terms. The duties of the Board Member At Large will be assigned by the President.
Section 8: Vacancies
Any vacancy within the Officers and Board shall be filled for the remainder of the term of that Officer or Board member by a vote of the remaining Board members. The appointee for the vacated position must meet the same criteria for appointment as the Officer or Board member he/she is replacing. Said appointment will be communicated in writing to the Members.
Section 9: Records
Each Officer shall maintain and transmit to his or her successor a file of information and procedures designed to provide continuity and effectiveness for the transfer of responsibilities. Such file shall be maintained electronically on the secure website of the Board with share access for all Board members.
ARTICLE V: THE BOARD
Section 1: Purpose and Composition
The Board constitutes the Chief Executive Operating Committee of the Association. The Board is comprised of the Officers of the Association, the Immediate Past President, Board Members At Large, and certain other ex officio non-voting members of the Board, as appointed by the President as set forth in these Bylaws. The President of the Association serves as the Chief Executive Officer and Chairperson of the Board. The Board shall supervise the management of the Association, determine its policies within the limits of NAEP’s Articles of Incorporation and these Bylaws, actively pursue its purposes, and have discretion in the distribution of funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of its powers, appoint such agents as it may consider necessary.
Section 2: Meetings
The Board will conduct at least one meeting in conjunction with the annual conference and in accordance with the meeting schedule developed by the President. In addition to the annual conference and Board meeting(s), a special meeting(s) of the Board members may be called at any time by the President. Notice of such special meeting(s) shall be provided to the Board members at least 30 days in advance of the special meeting. Meetings of the Board, regular or special, may be held at such a place as may be prescribed by the President or a majority of the Board. Any or all of the Board members may participate in a meeting of the Board or a committee of the Board by means of conference telephone or similar means of communication equipment allowing all persons participating in the meeting to hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 3: Quorum and Voting
A majority of the voting Board members shall constitute a quorum for the transaction of business, and the act of the majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board.
Section 4: Action in Writing in Lieu of a Meeting
Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all Board members or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Board members or committee shall be filed with the minutes of the proceedings of the Board or the committee.
Section 5: Salary and remuneration
No member of the Board shall receive any remuneration for committee services or service on the Board. However, the Treasurer will reimburse committee members for authorized Association expenses when such reimbursement has been approved in advance by a vote of the Board.
ARTICLE VI: AMENDMENT TO THE BYLAWS
These Amended and Restated Bylaws may be approved by a majority vote of the Voting Members under the voting rules of the Association.
ARTICLE VII: COMMITTEES
Section 1: Professional Development Committee
The Professional Development Committee strives to develop and implement high-quality and cost-effective special interest training and educational programs. Through these programs, Members are provided with opportunities for professional development networking. The Professional Development Committee also explores opportunities for collaborative programming with other purchasing organizations. The Professional Development Committee establishes budgets for Committee events and profit and loss statements following events. Committee activities requiring funding and expenditures are subject to Board approval.
Section 2: Marking and Membership Committee
The Marketing and Membership Committee is charged with developing and implementing strategies designed to retain current Members and attract new Members into the Association. The Marketing and Membership Committee oversees the development of brochures and other member recruitment materials. Committee activities requiring funding and expenditures are subject to Board review and approval.
Section 3: Annual Conference Committee
The Annual Conference Committee is responsible for assisting in the planning and implementation of all aspects of the annual conference. The Annual Conference Committee will work collaboratively with the Board on matters relating to programming for the annual conference. In the event that the Annual Conference Committee Chairperson is an individual other than a current officer and Board member, he/she will sit as an ex officio non-voting member of the Board. The Chair of the Professional Development Committee is an ex officio non-voting member of the Annual Conference Committee. The Annual Conference Committee reports to the Executive Vice President and is accountable to the Officers of the Association for all matters related to planning, marketing, budgeting and implementation of the annual conference. The Annual Conference Committee may not enter in to agreement(s) without prior approval of the Board.
Section 4: Nominating Committee
The Chair of the Nominating Committee is the immediate Past President of the Association. The Immediate Past President of the Association also recommends additional members to the Nominating Committee. The Board selects the members of the Nominating Committee. The Nominating Committee is charged with conducting a request for nominations by mail to be followed at a later date by a slate of officers. The Nominating Committee will alter and publish Nominating Committee guidelines, which must be approved along with all amendments by the Board.
Section 5: Past Presidents Advisory Committee
The Past Presidents Advisory Committee serves as an advisory body to the President and the Board. Its primary duty is to review and submit position descriptions of the Officers of the Association for approval by the Board. The Past Presidents Advisory Committee also carries out special projects and tasks requested by the Board. The Past Presidents Advisory Committee is comprised of the Immediate Past President and the previous two Past Presidents who are willing to serve. All Past Presidents of the Association serve as ex officio non-voting members of the Past Presidents Advisory Committee. The Immediate Past President chairs the Past Presidents Advisory Committee.
Section 6: Additional Committees
Additional committees may be created by the President or by vote of the Board. A permanent committee of the Association must have approval by vote of the Board. Committees at all times are subject to the control and direction of the Board.
Section 7: Committee Chairpersons
Chairpersons of the Association’s committees are appointed annually by the President of the Association. Committee chairpersons do not, by virtue of their chair status, sit on the Board, are not Officers and are not voting members of the Board. The President may opt to have some or all committee chairpersons sit on the board in a non-voting capacity.
The undersigned, as First Vice President of the National Association of Educational Procurement-
New England Region, hereby certifies that the foregoing Amended and Restated Bylaws of the National Association of Educational Procurement-New England Region were adopted by the Voting Members on October 2014.