Constitution and Bylaws

Article I – Name

The name of this organization shall be the Association of College and University Housing Officers – International and hereafter shall be referred to as the Association. The Association was incorporated in the state of Ohio, USA, in 1988.

Article II – Purpose

The purpose of the Association is to be the pre-eminent professional Association dedicated to supporting and promoting the collegiate residential experience by

Creating value through services, information, and collegial relationships that are indispensable to its members; and

Continually changing and adapting in ways that assist members in meeting the needs of dynamic campus environments.

This shall be done with the consistent intention of making a difference in the lives of members and those they serve.

Article III – Membership

Section 1: Membership in the Association shall be defined and categorized as follows. The rights, privileges, and benefits of each class of membership shall be prescribed and may be amended from time-to-time, by the Board.

Voting Institutional Membership: Open to institutions of higher education that have housing officers. The term “housing officer” shall mean persons meeting the definition of such term as set forth in Section 1 of the Bylaws. Each Institutional Member shall be granted one (1) voting delegate member, generally served by the Senior Housing Officer of the institution (or delegate).

Nonvoting Memberships:
1. Individual Affiliate Membership: The following individuals shall be eligible for nonvoting institutional membership in the Association:
  1. Professional Affiliate Member: Any individual who is employed by a member institution that has a Voting Institutional Member is considered a Professional Affiliate Member of the Association.
  2. P3 Affiliate Member: Any individual who is a housing officer employed by a P3 Entity on the Voting Institutional Member’s campus who is affirmatively designated by the voting delegate of such is considered a P3 Affiliate Member of the Association. Such P3 Affiliate Members shall have all the rights and privileges of housing officers employed by the Voting Institutional Member. A P3 Entity shall mean those entities meeting the definition of such term as set forth in Section 1 of the Bylaws. Housing Solutions are certain housing activities performed by the P3 Entity, which include but are not limited to: (a) the P3 Entity leasing and/or building on the Voting Institutional Member’s property, (b) the existence of a master lease agreement between the Voting Institutional Member and the P3 Entity, (c) the P3 Entity has contracted with the Voting Institutional Member to provide housing management in facilities located on the Voting Institutional Member’s property: (d) the P3 Entity owns property but has contracted with the Voting Institutional Member to manage a portion or all of such property: and/or (e) the Voting Institutional Member has entered into a formal agreement for the P3 Entity to provide housing for the Voting Institutional Member’s students. To be eligible for membership, such P3 Affiliate Member must have direct, on-site management of facilities on the Voting Institutional Member’s campus.
  3. Faculty Affiliate Member: Any faculty member who teaches at the campus of a Voting Institutional Member is considered a Faculty Affiliate Member of the Association.
  4. Emeritus Affiliate Member: Any individual who has retired from a current Voting Institutional Member. Individuals must have served actively in the Association for at least five (5) years.
2. Chapter Membership: Any qualifying institutional membership as defined above from countries outside the United States will also receive institutional membership from the appropriate Association Chapter, should one exist, with all the rights and privileges thereof.
3. Individual Non-Affiliate Membership: Open to anyone who fits the following definitions and pays annual individual membership fees.
  1. Associate Member: Any individual who is employed by an institution that qualifies for membership or who is employed by a private residence hall at any institution that qualifies for Association membership.
  2. Student Member: Any student who is enrolled at an institution that qualifies for Association membership.
  3. Faculty Member: Any faculty member who teaches at an institution that qualifies for Association membership.
  4. Emeritus Member: Any individual who has retired from an institution and the profession that qualifies for Association membership. Individuals must have served actively in the Association for at least five (5) years.
4. Corporate Membership: Open to any business entity having a commercial interest in the campus housing profession.
5. Corporate Individual Member: Any representative from a corporation that is a corporate member. Corporate Individual members may neither vote, nor be elected to office, nor serve as a workgroup chairperson, but may serve on a workgroup as appointed.

Section 2: There shall be no honorary memberships.

Section 3: The membership year shall be established and defined in the Association Bylaws.

Article IV – Dues

Annual dues for the various membership categories will be administered by the Association, as established by the Association Bylaws.

Article V – Annual Meeting and ACUHO-I Conference and Expo and Other Annual Conferences

Section 1: The Association shall hold an Annual Meeting of the Members.

Section 2: The Association shall hold an annual Conference and Expo.

Section 3: In addition to the ACUHO-I Conference and Expo, standing committees, as identified by the Board of the Association, may sponsor a special focus conference annually if charged to do so by the Board.

Section 4: Registration fees for the various conferences will be charged according to membership status.

Article VI – Representation

Section 1: Any member institution in good standing shall be entitled to send one or more delegates to Association conferences at member conference registration rates.

Section 2: Official Association business, which requires voting, shall be determined by the voting delegates of the Association. Each member institution in good standing shall be designated as having one (1) voting delegate member, generally served by the Senior Housing Officer of the institution or an institutional designee. It shall be the responsibility of the voting delegate member to notify the Association of any designee other than the voting delegate member’s Senior Housing Officer.

Section 3: Only housing officers of Institutional Members shall be eligible for election to office in the Association.

Article VII – Officers and Board Members

Section 1: The Officers of the Association, referred to as the Executive Committee, shall be President, President-elect, Vice President, Secretary and Treasurer. The Secretary and Treasurer shall be referred to as the Finance and Corporate Records Officer. The CEO and Executive Director shall be an ex-officio member of the Executive Committee.

Section 2: The Board shall be comprised of not more than 12 members and shall consist of the President, President-elect, Vice President, Finance and Corporate Records Officer, the Board of Directors, and the Association CEO and Executive Director (ex-officio). The President, with confirmation by the Board, shall have the discretion to appoint additional non-voting board members to not exceed two positions during their term as president. The Board shall have full responsibility for conducting the affairs of the Association in carrying out its directives.

Section 3: The Vice President shall be elected by an electronic mail ballot. The winner will assume office on January 1 and shall serve until December 31. The Vice President shall automatically progress to the offices of President-elect and President in the succeeding years, provided that they remain a member in good standing in the Association.

Section 4: The Finance and Corporate Records Officer shall be elected by an electronic mail ballot. They will assume office on January 1 and shall serve for a three-year term provided that they remain a member in good standing in the Association.

Section 5: Serving terms of two or three years, the Board of Directors includes the Directors of Workforce Development, Globalization, Knowledge Enhancement, Residence Education, Facilities and Physical Environments, Regional Affiliations, Business Practices and Enhancements, and Inclusion and Equity.

Section 6: Filling Board vacancies.

In the event of a vacancy in the office of President, the President-elect shall progress to the position of President for the remainder of the term and then will serve a full term as President, as scheduled.
In the event of a vacancy in the office of President-elect, the Vice President shall progress to the position of President-elect for the remainder of that term and then will serve a full term as President-Elect, as scheduled.
In the event of a vacancy in the office of Vice President, the President shall make an interim appointment until such time as a special election can be held.
In the event of a vacancy in the office of Finance and Corporate Records Officer, the President shall make an interim appointment until the next election. The term of office for the individual elected to fill the vacancy will coincide with the original term of office for that position.
In the event of a vacancy on the Board of Directors, the Board will appoint an interim Director. The term of office for the Interim Director will coincide with the original term of office for that board vacancy.

Section 7. Nominations for election of officers and members of the Board shall be made by the Nominations Committee. Candidates will be reviewed by the Nominations Committee, the President-Elect, the CEO, and Executive Director and approved by the Board.

Section 8. In addition to the Nominations Committee, the President may, with the concurrence of the Board, appoint such additional ad hoc and/or standing work groups as the President deems necessary. These groups are defined in the Association Bylaws.

Article VIII – Conduct of Business

Section 1: The Association shall conduct a business meeting during each Conference and Expo. Member Institution voting delegates in attendance will be recorded and total representation announced at the business meeting. The announced representation will constitute a quorum.

Section 2: A copy of the Annual Report of the Association shall be made available to all members.

Section 3: Any matters which the President or the Board may wish to refer to the membership at times when the Conference and Expo is not in session may be submitted to the membership via electronic correspondence. A quorum is defined as those members that respond to the electronic vote.

Section 4: Results of the election of Board members will be announced no later than the subsequent annual business meeting.

Section 5: The Association staff shall be charged with responsibilities for running the day-to-day affairs of the Association, including, but not limited to, developing and supporting educational opportunities, such as conferences; producing Association publications; maintaining online resources; maintaining accurate financial records; responding to member requests for information and support; overseeing association volunteer opportunities, and providing support, guidance, and assistance to the Board.

Article IX – Control of Funds

Section 1: The Finance and Corporate Records Officer shall authorize the CEO/Executive Director to open and maintain accounts in the name of the Association. A policy regarding the investment of Association funds, approved by the Board, shall always be in place. A Finance Committee of the Board, appointed by the President, shall assist the Finance and Corporate Records Officer in recommending to the Board financial policies and procedures that support the goals and objectives of the Association.

Section 2: An Audit Committee, comprised of members of the Board, shall assist the Finance and Corporate Records Officer in appointing an independent certified public accounting firm to conduct an annual financial audit of the Association; reviewing and approving audit reports and management letters; and, recommending action to the Board. The Audit Committee is comprised of the Association Finance and Corporate Records Officer (chairperson), President Elect, Vice President, one Board representative, appointed by the President, and the CEO/Executive Director (ex officio).

Section 3: The CEO/Executive Director shall be responsible for reviewing the receipts and disbursements of all Association funds. The Finance and Corporate Records Officer shall render a financial statement to the Association annually. An annual audit shall be conducted by an independent CPA firm selected by the Audit Committee. Periodic audits may also be done at the request of the Board.

Section 4: The Board will approve an annual Association budget. Other uses of such funds shall be made only in those cases where such expenditures clearly implement the general objectives of the Association and only with the approval of the Board of the Association.

Article X – Amendments

Section 1: The Constitution may be amended by a two-thirds majority vote of voting delegates in attendance at the business meeting at the Conference and Expo or, in the event of an electronic mail ballot, by two-thirds of the votes cast by the membership of the Association. Only one vote shall be recorded from each member institution represented at the business meeting at the Conference and Expo or, in the event of an electronic mail ballot, one vote per member institution shall be recorded.

Section 2: Amendments to the Constitution may be proposed by the voting delegate of any Voting Institutional Member of the Association. Such proposals shall be made in writing, endorsed by the voting delegates of at least ten other Voting Institutional Members, and submitted to the President of the Association at least ten days prior to the business meeting at the Annual Conference and Exposition for presentation to the membership.

Section 3: Amendments to the Constitution may be proposed by the Board. Such proposals shall be submitted either to the voting delegates in attendance at the business meeting at the Conference and Expo or to the total voting delegates by electronic mail ballots.

Section 4: Bylaws may be amended by a minimum two-thirds vote of the Board.

Article XI – Dissolution and Prohibited Activities

Section 1: On the dissolution of the Association, the Board, after paying or making provision for the payments of all the liabilities of the Association, shall dispose of all its assets exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board shall determine.

Section 2: No part of the net earnings of the Association shall inure to the benefit of or be distributable to its members, officers, or other private persons except that the Association shall be authorized and empowered to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

Section 3: The Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public service. This policy does not prohibit any member of the Association acting as an individual from supporting a political campaign through any available legal means.

BYLAWS

1. Definitions

Section 1: Housing Officer. A housing officer is any employee of a college or university whose leadership and oversight relate to college and/or university housing. Regardless of the particular title, the individual must have responsibilities for housing operations such as administration, operations, facilities management, educational programming, and/or food service and/or related programs. The housing officer must be employed by an institution of higher education eligible for membership in the Association.

Section 2: P3 Entity. A P3 Entity is the private third-party entity engaged in a P3 Relationship with the Institutional Member. A P3 Relationship is a formal public-private (or private-private at a private institution) partnership between the P3 Entity and the Voting Institutional Member to provide Housing Solutions for students on the Voting Institutional Member’s campus.

2. Duties of The Board

Section 1: Duties of the President (Year Three of Three-Year Presidential Cycle)

Orients the President-Elect
Presides over Association meetings
Facilitates Board meetings
Provides leadership and direction to Association activities
The ACUHO-I Foundation Board reports to the President.
Serve as the primary liaison between the Board and the CEO/Executive Director
Serves as representative to external partners
Makes all appointments with the approval of the Board
Champions the core values of the Association
Participates in the Presidential cycle by representing the Association at various conference and partnership meetings and events
Acts as Board liaison to the Association Central Office
Prepares agendas for each Board meeting in consultation with the CEO/Executive Director
Chairs the Board Executive Committee
Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes them to the Board prior to each meeting
Makes recommendations of individuals to ensure a Board that represents the various functions and diversity of association membership

Section 2: Duties of the President-Elect (Year Two of Three-Year Presidential Cycle)

Orients the Vice President
Directs strategic planning process
Coordinates orientation for Board members and committee chairs
Serves on the Board Executive Committee
Works in tandem with President
Serves as representative to external partners
President-Elect shall assume the duties of the President in the President’s absence
Appoints committees, networks, task forces, and liaisons within the Association and provides leadership and guidance related to volunteer engagement.
Participates in the Presidential cycle by representing the Association at various conference and partnership meetings and events.
Serves on the Board Finance Committee
Serves on the Board Audit Committees
Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes to the Board prior to each meeting
Accepts delegated responsibilities
Makes recommendations of individuals to ensure a Board that represents the various functions and diversity of association membership

Section 3: Duties of the Vice President (Year One of Three-Year Presidential Cycle)

Serves as representative to external partners
Works in tandem with President-Elect
Liaisons with ad hoc task forces or committees as needed
Serves on the Board Executive Committee
Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes them to the Board prior to each meeting.
Serves as the Board liaison to the ACUHO-I Research and Educational Foundation Board of Trustees. Attends Foundation Board meetings and select committee meetings; participates in conference calls and reports; schedules an annual meeting with the Board and Foundation Board leadership to discuss collective agendas
Participates in the Presidential cycle by representing the Association at various conferences and meetings.
Serves on the Association Finance and Audit Committees
Accepts delegated responsibilities
Makes recommendations of individuals to ensure a Board that represents the various functions and diversity of association membership

Section 4: Duties of the Finance and Corporate Records Officer (Three-Year term)

Provides financial oversight for the Association
Chairs the Association Audit and Finance Committees
Provides oversight of Association Records
Corporate record keeper
Ensures that Association minutes are recorded, reviewed, approved, and distributed
Registers members at the Business meeting of the annual conference
Makes the required financial reports as stipulated in the Constitution
Reviews on a monthly and quarterly basis the financial reports provided by the Executive Director and the Director of Finance and Administration and reports the results of these reviews to the Board and Association membership.
Provides for an annual audit from an independent CPA firm, receives and reviews the results, and reports them to the Board and Association membership.
Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes to the Board prior to each meeting.
Serves on the Board Executive Committee
Generates a recommendation for the Foundation Funding Request to be considered by the Foundation
Reviews Constitution and other Association governing documents annually and accepts primary responsibility for revision of such governing documents.
Makes recommendations of individuals to ensure a Board which represents the various functions and diversity of Association membership
Accepts delegated responsibilities

Section 5: The Board of Directors

Workforce Development (Three-year term)
1. Provides leadership and expertise to the strategic efforts of the Association to anticipate and meet the workforce demands of the future.
2. Understands the changing priorities, roles and demands of the housing profession.
3. Guides Association planning to support the development of opportunities for staff to gain the necessary skills and competencies to serve students in the future.
4. Has expertise in the areas of: continuing education, professional competencies, standards, professional development and recruitment and retention of a diverse staff at all levels.
5. Makes recommendations of individuals to ensure a Board which represents the various functions and diversity of association membership.
6. Provides leadership, support, and coordination to Association activities/work groups as it relates to workforce development.
7. Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes to the Board prior to each meeting.

Globalization (Three-year term)
1. Provides global experience regarding college and university housing operations and systems outside the United States along with leadership to facilitate the Association to become the world’s foremost authority on college and university housing.
2. Brings an understanding of how the Association’s new or existing products and services will be utilized and/or viewed by members and customers outside the United States.
3. Acts as the primary advisor to the Association on global issues and strategy.
4. Serves as the liaison with non-US regional affiliates to share knowledge and grow the influence of the Association and its members.
5. Serves as the Association’s ambassador to student housing professionals outside the US to promote relationships between student housing professionals in different countries.
6. Encourages student housing professionals around the world to develop and share knowledge in a variety of formats such as publications, presentations, webinars, videos, social networks, and the like.
7. Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes them to the Board prior to each meeting.
8. Coordinates chapter and affiliation agreements for areas outside the United States of America.
9. Makes recommendations of individuals to ensure a Board which represents the various functions and diversity of association membership.

Knowledge Enhancement (Three-year term)
1. Provides leadership, support, and coordination to Association activities/work groups related to knowledge enhancement.
2. Provides expertise in the areas of research, assessment, development of new knowledge, information creation and dissemination, and connections with graduate programs.
3. Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes them to the Board prior to each meeting.
4. Works with volunteers and staff to produce publications that serve the Association membership and advance knowledge in applicable areas.
5. Makes recommendations of individuals to ensure a Board which represents the various functions and diversity of association membership.

Residence Education (Two-year term)
1. Provides leadership, support, and coordination to Association activities/work groups related to residence education.
2. Provides expertise in the areas of academic initiatives, active application of current theory and knowledge, student learning, diversity, individual communities, and student development.
3. Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes to the Board prior to each meeting.
4. Makes recommendations of individuals to ensure a Board which represents the various functions and diversity of association membership.

Facilities and Physical Environment (Two-year term)
1. Provides leadership in defining and promoting cost-effective, comfortable, safe, secure, and sustainable housing environments for campuses.
2. Provides expertise in the areas of sustainability, renovation and/or construction, furnishings, amenity planning/purchasing, residence hall maintenance and operations, safety, and other resources.
3. Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes them to the Board prior to each meeting.
4. Makes recommendations of individuals to ensure a Board which represents the various functions and diversity of association membership.

Regional Affiliations (Two-year term)
1. Provides leadership, support, and coordination to Association activities/work groups as they relate to regional affiliates.
2. Provides expertise in the area of regional affiliations to the Board, including: identifying and articulating issues of importance to regions and other constituent groups.
3. Creates liaisons with United States regions and other affiliated constituents.
4. Liaisons with United States Regional Presidents.
5. Works closely with the Globalization Director.
6. Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes them to the Board prior to each meeting.
7. Coordinates regional affiliation agreements.
8. Makes recommendations of individuals to ensure a Board which represents the various functions and diversity of association membership.

Business Practices and Enhancements (Two-year term)
1. Provides leadership and support for Association business practices.
2. Provides leadership and direction in ensuring that the Association maintains professional standards in its practices with corporate partners.
3. Provides expertise in the areas of marketing, technology and conferencing as they relate to meeting the changing needs of the association’s members.
4. Seeks to prepare the Association for future issues affected by economic and demographic trends.
5. Provides expertise in the area of occupancy management, conference management, market analysis, financing of housing, crisis management, procurement and contract services.
6. Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes to the Board prior to each meeting.
7. Makes recommendations of individuals to ensure a Board which represents the various functions and diversity of association membership.

Inclusion and Equity (Two-year term)
1. Provides leadership, support, and coordination to Association activities/work group as it relates to inclusion and equity issues.
2. Enhances the diversity and inclusion of the Association’s membership at both the institutional and individual level.
3. Advocates for the needs, interests and rights of under-represented groups within association membership and leadership positions.
4. Provides leadership to promoting and enhancing services, opportunities and actions that support inclusion and equity and ensures an ongoing focus on issues of importance.
5. Provides expertise in the areas of inclusion, equity, social justice, and diversity.
6. Serves as a resource and advocate for specific areas related to diversity, including sexual orientation, gender, disability, race and ethnicity, and class.
7. Serves on the Nominations Committee.
8. Identifies ways to increase under-represented institutions in the Association.
9. Liaisons with other professional organizations that are sensitive to issues of inclusion and equity.
10. Serves as the Board liaison for assigned work groups; prepares reports on these activities and distributes them to the Board prior to each meeting.
11. Makes recommendations of individuals to ensure a Board that represents the various functions and diversity of association membership.

3. Election of the Board

Section 1: A Nominations Committee shall be appointed by the President-Elect of the Association with the concurrence of the Board.

Section 2: It shall be the duty of the Nominations Committee to nominate at least two persons for each of the offices of the Association. Qualified candidates will demonstrate interest in the position through current or past job responsibilities, committee service, presentations, publications, research or certifications. In situations where at least two candidates will not volunteer to participate in the election for that respective position, then the Board will review the remaining candidate. If the Board supports the Nominations Committee’s decision that the candidate meets the minimum requirements to run for that position, the Board may agree to move that election forward with one candidate. Elections will be conducted by an electronic mail ballot with each member institution of the Association casting one vote.

Section 3: The results of the elections will be announced no later than the subsequent annual business meeting.

Section 4: To be elected, a candidate must receive a majority of votes cast for a position. In the event no candidate receives a majority of the total votes cast for that office, the Association will utilize the Instant Runoff Voting system as adopted by the Board to determine the majority winner.

Section 5: Candidates and Association members should not spend institution or employer funds for the promotion of a candidate for an elected position on the Board. Telephone calls, email correspondence, or letters made at an individual’s expense are acceptable.

4. Removal and Resignations

Section 1: A Director or Directors may be removed from office at any time, with or without assigning any cause, only by the Directors. A Director may be removed with cause by a vote of a majority of the Board. As used herein, for cause shall include (i) a conviction for any felony or crime involving moral turpitude, (ii) refusal to perform the duties required as a Director, (iii) the declaration of unsound mind by an order of the court, (iv) adjudication as bankrupt or (v) separation from service from the institution which employed such Director at the time of the Director’s election to the Board.

Section 2: Resignation. Any Director may resign at any time by giving written notice to the President or the Executive Director/CEO. Such resignation shall take effect immediately or at the time specified therein and shall become effective upon delivery unless otherwise specified therein. Acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation.

5. Board Committees

Section 1: The Board (i) may create an Executive Committee or any other committee of the Directors to consist of not less than three (3) Directors, and (ii) may authorize the delegation to any such committee any of the authority of the Directors, however conferred. The Board shall at all times, in addition to the Executive Committee, have an Audit Committee, Finance Committee, and Nominating Committee. The President shall be an ex officio member of each such Executive Committee or other committee of the Directors and, in that capacity, shall be counted for quorum purposes and shall have the right to vote.

Section 2: The Executive Committee or other committee of the Board shall serve at the pleasure of the Board, shall be subject to the control and direction of the Board, and, unless otherwise authorized by the Board, shall act only in the intervals between meetings of the Board. The Executive Committee or other committee of the Board may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

Section 3: Any act or authorization of any act by the Executive Committee or any other committee of the Board within the authority delegated to it by the Board shall be as effective for all purposes as the act or authorization of the Board. No notice of a meeting of the Executive Committee or of any other committee of the Board shall be required. A meeting of the Executive Committee or of any other committee of the Board may be called only by the President, CEO/Executive Director or by a member of such Executive Committee or other committee of the Board. Meetings of the Executive Committee or of any other committee of the Board may be held through any communications equipment if all persons participating can hear each other, and participation in such a meeting shall constitute presence thereat.

6. Association Work Groups (Committees, Task Forces, and Member Interest Groups)

Section 1: The President-elect shall, with the concurrence of the Board, appoint those work groups – committees, task forces, and networks – which are necessary for the proper functioning of the Association.

Section 2: Leadership for and membership on those appointed groups will be defined in the group’s charge provided by the President.

Section 3: A Committee is a group of members charged by the Board to give consideration, generate knowledge, or create a product related to a particular, designated subject or matter. The term board, when used in reference to a committee, signifies tasks related to Association publications and/or special products (i.e., Journal Board, Credentialing Board). Membership in committees may be open or closed, depending on the work of the committee.

Section 4: An Advisory Committee is a group of members that meet to provide the Board or membership with recommendations and/or knowledge in a specific area. Membership on an advisory committee may be closed.

Section 5: A Task Force is a group of members given a finite charge over a specific time period to develop a project plan for or response to a specific issue. Membership on a task force may be closed.

Section 6: A Member Interest Group is a group of members who collectively share resources, advocate for each other, and create greater awareness of the needs and concerns of distinct populations of the Association membership. Membership on a network is open.

7. Conference and Expo

At each annual business meeting, the location and dates of the next Conference and Expo shall be announced.

8. Annual Dues

Section 1: Annual dues for Institutional Member, and Individual Members in the Association shall be automatically adjusted annually using the most current Higher Education Price Index (HEPI). The adjustment will go into effect on January 1 of each calendar year, unless the Board votes to make a different adjustment at their meeting, typically held in October. Other adjustments to the affiliate membership dues structure may be approved by a minimum three-quarters vote of the Board.

Section 2: Institutional and Individual membership for named Association Chapters will follow these bylaws and additional agreements or policies shall be outlined in a Memorandum of Understanding between the Chapter and the Association.

Section 3: Annual dues for Corporate Members shall be adjusted annually and will be determined prior to January 1 of each calendar year.

9. Special Assessments

Any special assessments to be levied against member institutions of the Association or delegates of such institutions shall first be ratified by a majority of voting delegates from institutions belonging to the Association.

10. Membership Year

The membership year for all membership types shall begin with the first day of the month in which they pay their dues and will extend for a period of 12 months.

11. Indemnification and Insurance.

Section 1: Indemnification of Directors and Officers. To the maximum extent permitted by law, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact the person is or was a Director or officer of the Association, or which Director or officer is or was serving at the request of the Association as a director, officer, trustee, employee, partner, fiduciary or agent of another company, partnership, joint venture, trust, pension or other employee benefit plan or other enterprises, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding.

Section 2: Indemnification of Employees and Agents. (a) Within limitations prescribed by law and subject to Section 2(b), the Association may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was an employee or agent of the Association, or which employee or agents is or was serving at the request of the Association as a director, officer, trustee, employee, partner, fiduciary or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprises, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. (b) Except to the extent that indemnification is otherwise ordered by a court or required by this Section, indemnification shall be made under this Section 2 only as authorized in the specific case upon a determination made by the Board that indemnification of such person is proper under the circumstances and is in the best interests of the Association.

Section 3: Advances for Expenses. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in this Section 6 shall be paid by the Association in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or Director promptly as such expenses are incurred by him or her, but only if such officer or Director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he or she shall not have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in. respect of any such claim, issue or other matter, his or her relevant action or failure to act was occasioned by his or her deliberate intent to cause injury to the Association or his or her reckless disregard for the best interests of the Association, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the circumstances, he or she is fairly and reasonably entitled to all or part of such indemnification.

Section 4: Limitation on Indemnification and Advances for Expenses. Notwithstanding anything contained herein to the contrary, the Association shall not be obligated under this Section 12 to advance expenses or otherwise indemnify any person: (a) With respect to any action, suit or proceeding referred to in this Section 6 that is initiated, or any claim made or threatened to be made in any action, suit or proceeding, by such person against the Association (or any company, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise controlling, under common control with, or controlled by the Association) other than an action, suit or proceeding (1) for enforcement of person’s rights under this Section 12 or (2) authorized or consented to by the Association’s Board; or (b) To the extent, if any, it is determined by the Association’s Board or by written opinion of legal counsel designated by the Association’s Board for such purpose that indemnification is contrary to applicable law.

Section 5: Indemnification Not Exclusive. The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, bylaw, agreement, vote of members or Directors or otherwise.

Section 6: Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Association or is or was serving at the request of the Association as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise against any liability asserted against him and incurred by him in such capacity, or arising out of the status as such, whether or not the Association would have the power to indemnify him against such liability under applicable state law.

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