Association for Non-Traditional Students in Higher Education

ANTSHE

 Bylaws for consideration by Board of Directors as established October 25, 1996

 ARTICLE I.     THE ORGANIZATION

 Section 1.         Name, Acronym and Office

A.  The name of this organization shall be the Association for Non-Traditional Students in Higher Education (ANTSHE).
B.  The initial registered office of this Association shall be Mesa State College, Grand Junction, Colorado, and may subsequently be moved by approval of the Board of Directors.
C.  The Association shall keep at its registered office (or principle place of business), original or duplicate books in which shall be recorded the number of membership certificates issued, the names of the members, the membership certificates owned of record by them respectively, the transfer of said certificates with the date of transfer, the amount of the Association's assets and liabilities, and the names and places of residence of its Directors, and from time to time such other or additional records, statements, lists, and information as may be required by law.

Section 2.         Background and Purpose

A.  The Association for Non-Traditional Students in Higher Education was established in October, 1996 as a way to support and advocate for the education of non-traditional students.  The first annual general meeting was held in Overland Park, Kansas, in October, 1997.
B.  This organization is an international educational partnership of students, academic professionals, institutions, and organizations whose mission is to encourage and coordinate support, education, and advocacy for the non-traditional adult learning community.
C.  (New paragraph re: U.S. non-profit status when acquired) This Association is organized for anyone interested in the advocacy and support of non-traditional students in higher education.

 Section 3.         Fiscal Year

The fiscal year of the organization will be July 1 to June 30 annually. 


ARTICLE II.    MEMBERSHIP AND DUES

Section 1.         Membership

Membership in the Association shall entitle those members to receive services as approved by the Board of Directors.  The membership and opportunities for leadership shall be open to all individuals and there shall be no discrimination for reasons of religion, age, race or color, gender, marital status, sexual orientation, national origin, or disability.                                                                                                                                  

Section 2.         Membership Categories and Fee Structure

The Association will have the following membership fee structure (as of September, 1998):  

Student: $10
Alumni: $20
Professional: $50
Academic association: $250
Non-academic: $200
Friend: $50

Section 3.         Other Categories

Other membership categories shall be determined by the Board of Directors.

Section 4.         Dues

The amount of dues for each class of membership shall be established by the Board of Directors, from time to time.

Section 5.         Membership Year

The membership year will begin upon receipt of membership dues.  Dues will give the participant automatic regional membership. 

Section 6.         Meetings of the Membership

A.  Robert's Rules of Order shall govern the proceedings of all bodies of the Association.
B.  An annual membership meeting shall be held during the annual conference.  Additional meetings of the membership shall be held with the approval of the Board of Directors.
C.  Members must submit written requests for additional meetings.  Upon approval by the Board of Directors, members shall be given thirty (30) days notice of the time, date, location, and purpose(s) of the meeting.
D.  The agenda shall be determined by the President with the advice of the Board of Directors.  Individual members shall submit to the President, in writing, items for agenda consideration thirty days in advance of the meeting scheduled.
E.  Any notice of a membership meeting sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the members at their address as it appears on the records of the Association.
F.  Whenever any notice is required to be given under the provision of these bylaws, or of the articles on incorporation or of any law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice.

Attendance of a member at any meeting shall constitute a waiver of notice of such meeting except where the members attend a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 Section 7.         Presiding Officials

Every membership meeting for whatever object, shall be convened by the President, or by the Officer or any persons who called the meeting by notice as above provided, but it shall be presided over by the Officers specified in Article III of these bylaws.

 Section 8.         Business at Meetings

A.  At each annual membership meeting, the members may transact such business as may be desired, whether or not the same was specified in the notice of the meeting.
B.  Business transacted at all special membership meetings shall be confined to the purposes stated in the notice of such meeting, unless the transaction of other business is consented to by a majority of the members entitled to vote thereat.
C.  The agenda of any membership meeting, subject to the limitations relating to the purpose of a special meeting as described in these bylaws, shall be determined by the President with the advice of the Board of Directors.  Individual members shall submit to the President, in writing, items for agenda consideration thirty (30) days in advance of the meeting scheduled.

 Section 9.         Quorum

Ten percent (10%) of the members entitled to vote if present in person, shall constitute a quorum for the transaction of business at all meetings of the members.  Every decision of a majority of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by the articles of incorporation.

 Section 10.       Members' Lists

A complete list of the members entitled to vote at each meeting of the members, arranged in alphabetical order, with the address of each, shall be prepared by the Officer of the Association having charge of the membership records of the Association, and shall, for a period of ten (10) days prior to the meeting, be kept on file at the registered office of the Association in the State and shall at any time during the usual hours for business be subject to inspection by any members.  Such list or a duplicate thereof shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting.  The original membership ledger or transfer book, or a duplicate thereof kept in the State shall be a prima facie evidence as to who are the members entitled to examine such list, membership ledger or transfer book or to vote at any meeting of members.  Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting.

 Section 11.       Record Date

The record date for any membership meeting requiring notice shall be the close of business on the next day preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting was held.  The record date for determining the member entitled to express written consent to a corporate action without a meeting shall be the day on which the written consent is expressed.

 Section 12.       Notices to Whom

Only members who are entitled to vote and who are of record of this Association as of the record date shall be eligible to vote at said meeting or any adjournment thereof.  Notwithstanding the foregoing, all members shall be entitled to notice of any meeting.

 ARTICLE III.  THE BOARD OF DIRECTORS AND OFFICES

 Section 1.         Composition

The Board of Directors shall be composed of the following positions:
A.  President
B.  Immediate Past President
C.  Financial Officer
D.  Membership/Recruiting Officer
E.  Communications Officer
F.  Fundraising Officer
G.  Conference Officer
H.  Research Officer
I.   Bylaws Officer (remove from Board after October 1999)
J.  Student Officers (4)

Section 2.  Powers of the Board

The property and business of the Association shall be controlled and managed by the Directors, acting as a Board.  (Add more info about the powers when we become a non-profit group/corporation)

 Section 3.         Executive Committee

The executive committee of the Board shall be comprised of the President, Past President, Financial Officer, Communications Officer, and the Membership/Recruiting Officer.  The executive committee shall be responsible for carrying out Board decisions.  All actions by the executive committee shall be reported to the Board of Directors immediately following such action and shall be subject to revision and/or ratification by the Board.

 Section 4.         Standing Committees

A.  The Board members most likely to function as Committee Chairs are:  Conference Chairperson, the Communications Officer, Fundraising Officer, and the Membership/Recruiting Officer.  These committees will be developed by the Chairpersons.  Committee Chairpersons will be required to prepare and submit annual budgetary requests to the Treasurer.  The Board expects Chairpersons to prepare timely and complete written reports to the Board prior to Board meetings; to make recommendations to the Board of policies, procedures, and programs related to committee concerns; to comply with the ANTSHE by-laws; to undertake specific projects at the request of the President, the Executive Committee, or the Board.
B.  Any other committees may be struck as required.

Section 5.         Term of Office
A.  The term of office for practitioners shall be for two years, from November 1 to October 31.  Terms for student members shall be one year, from November 1 - October 31.  Board members may not succeed themselves in the same Board position, and will be required to have at least one year between successions in the same position on the Board.  The members who are entitled to vote shall elect the Board of Directors in accordance with the procedures set forth in Article IV.
B.  Elections will be held in spring of 1999, preceding the third annual general meeting.  Beginning November 1, 1999, the following Directors will serve terms of two (2) years:  President, Financial Officer, Communications Officer, Conference Officer, and four Student Officers.  Beginning November 1, 1999, the following Directors will serve a term of one year on a one-time basis only: Membership/Recruiting Officer, Fundraising Officer, Research Officer, and four Student Officers.  Following this one time only term of one (1) year, the practitioner Board Members will serve terms of two (2) years and student members will serve terms of one year.

The Board will appoint, in October 1999, someone to the position of Past President should it be required.

Section 6.         Vacancies

The President may fill any vacancy on the Board of Directors by appointing an active member of the Association to serve on the Board until the next annual meeting of the Board of Directors.  The appointed seat on the Board shall be declared vacant prior to the next annual meeting of the Association and will be filled by electing an active member of the Association to the position to serve the remainder of the original term (if one year is remaining).

Section 7.         Meetings

A.  The annual meeting of the Board shall be held without notice during and at the same place as the annual conference in each year, when the Directors shall transact such business as may properly be brought before the meeting.
B. Special meetings of the Board may be called at any time by the President or by a majority of the Directors.  The place may be within or without the State as designated in the notice.  Written or printed notice of each special meeting of the Board, stating the place, day and hour of the meeting and the purpose or purposes thereof, shall be mailed to each Director at least thirty (30) days before the day on which the meeting is to be held.  The notice may be given by any Officer having authority to call the meeting or by any Director. 
C.  Any action required to be taken or which may be taken at a meeting of the Board, may be taken without a meeting if the consent in writing, setting forth the action so taken, shall be signed by all members of the Board.  The Secretary shall file such consents with the minutes of the Board meetings.
D.  Unless otherwise restricted by the Articles of Incorporation or these bylaws or by law, members of the Board of Directors of the Association, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.
E.  Each member of the Board of Directors shall have one vote.  At all meetings of the Board a majority of the full Board of Directors shall, unless a greater number as to any particular matter is required by statute, the Articles of Incorporation or these bylaws, constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum, except as may be otherwise specifically provided by statute, the Articles of Incorporation, or these bylaws, shall be the act of the Board of Directors.

 Section 8.         Board Functions

 A.  The President of the Association shall preside at all meetings of the Association and Board of Directors, fill vacancies on the Board of Directors, appoint committees, and perform all other duties pertaining to the office of President. 
B.  The Past President of the Association shall assist the President in his/her absence and fill the position of President in his/her absence.
C.  The Communications Officer shall maintain minutes of all annual membership meetings and the Board of Directors meetings, and assist in other ways as determined by the President of the Association.
D.  A vacancy in the office of President shall be assumed by the Past President, followed by another member of the Board of Directors as designated by a majority of the current Board until the next annual meeting.  Vacancies in any other offices of the Board of Directors shall be filled by appointment of the President until the next annual meeting.
E.  If the office of any Director becomes vacant by reason of death, resignation, removal or any other reason, the members of the Board of Directors shall elect a successor at any meeting of the Board. 
F.  At any meeting of the Board, the members of the Board of Directors may remove any Director for cause.
G.  Directors must be members of ANTSHE.

 Section 9.  Special Committees

Special committees are those that dissolve after their specific short-term task is completed.  Special committees may be appointed by the Board as required to carry out the work of the Association.

 
ARTICLE IV.  MEETINGS

Section 1.         Annual General Meeting

The Association shall have a minimum of one annual meeting.  The date, time and location of an annual meeting shall be determined by the Board of Directors.  All active members of the Association shall be notified of the annual meeting by mail or other appropriate means.  A quorum for the annual meeting of the Association shall be those active members in attendance.

Section 2.         Nominations

A.  The President, with advice and consent of the Board of Directors, shall charge the Immediate Past President with the following responsibilities.

            (i)         To secure a slate of candidates from the membership for the election as members of the Board of Directors, which slate is to be approved by the Board of Directors;

            (ii)        To prepare and arrange dissemination of secret ballots to all members of the  

                        Association entitled to vote for the election of members of the Board of Directors;

            (iii)       To oversee the general election procedures so that the results of the selection may be made known at the annual conference; and

            (iv)       To ensure a broad range of regional and institutional representation.

            (v)        Nominations may be made by any current member.
B.  The secret ballots shall be mailed to all members entitled to vote who are on the membership list and who are members on the record date for the election as determined by the Board of Directors.

 Section 3.         Election

Each candidate for member of the Board of Directors shall be deemed to be elected if they receive a majority of the votes cast; provided, however that at least ten percent (10%) of the membership entitled to vote have returned their ballots.

 Section 4.         Voting

Thirty days' prior written notice shall be given to each member of the Association regarding any annual or special general meeting of members.  Each active member present shall have one vote.  Non-members may attend the annual general meeting but shall not be permitted to speak or vote.  Members may vote to exclude non-members from certain portions of the meeting. 

 Section 5.         Board of Directors Meetings

The Board of Directors shall meet a minimum of four times per year as determined by the President of the Association.  One meeting will take place in conjunction with the annual national conference of ANTSHE.  Other meetings may take the form of on-site or teleconference meetings.  Special meetings of the Board may be called as required by the President.  A quorum for the Board of Directors shall be those active members in attendance at all regular or special meetings.  Directors are expected to attend the meeting held in conjunction with the annual conference whenever possible.

 Section 6.          Amendments

A.  These bylaws may be amended by vote of a majority of the membership attending the annual meeting, or at a special meeting called for that specific purpose.   Board members may make minor changes to the bylaws, leaving substantive changes for a vote of the membership. 

 
ARTICLE V.   REGIONS

Eleven regions have been proposed:

1.         Quebec, VT, NY, NH, MA, CT, RI, ME
2.         PA, NJ, DE, MD, DC, VA
3.         WV, KY, TN, NC, SC
4.         MS, AL, GA, FL
5.         Ontario, WI, MI, IL, IN, OH

6.         Saskatchewan, Manitoba, MN, IA, ND, SD, NE, Eastern Montana
7.         KS, MO, OK, AR, LA, TX
8.         Alberta, British Columbia, AK, WA, OR, ID, Western Montana          
9.         CA, NV, HI

10.       WY, UT, CO, NM, AZ
11.       International (other than Canada)

ARTICLE VI.  DIRECTORSHIP RESPONSIBILITIES

Section 1.         Duties and Responsibilities

The duties and responsibilities of each elected Director are as follows:

 A.  President:  Elected by the ANTSHE membership for a two-year term; not eligible for successive terms.  Shall preside at all meetings of the Association, the board of directors, and the executive committee; and shall see that all orders and resolutions of the board are carried into effect.  Votes only to break a tie.  Responsibility for long range planning; spokesperson; decision-making; momentum; monitor progress.
B.  Past President:  The President, upon completion of his/her term of office, automatically becomes Immediate Past President for a maximum of two years.  Reports to the President and serves as a voting member of the Board and as a member of the Executive Committee.  Proposes and develops by-laws; parliamentarian; nominations.
C.  Financial Officer:  Elected by the ANTSHE membership for a two-year term.  Accounting, accounts receivable; auditing; work with President; deposits; collect and disperse monies of the Association; propose budget.  Reports to the President, serves as a voting member of the Board and as a member of the Executive Committee. 
D.  Membership/Recruiting Officer:  Elected by the ANTSHE membership for a two-year term; reports to the President.  Maintain membership rolls; marketing; directory; alumni; membership application.  Liaison to regions; recruits regional contacts; works with regional contacts to locate and recruit members; gets regional contacts into conference planning.  Serves as a voting member of the Board and as a member of the Executive Committee.
E.  Communications Officer:  Elected by the ANTSHE membership for a two-year term; reports to the President.  Serves as a voting member of the Board and as a member of the Executive Committee.  Internal Communications: coordinates listserv; newsletter; Web page; directory; assists Membership Officer with brochure; minutes.  External communications; marketing; public relations; publicity; perform correspondence on behalf of Association.  Serves as a voting member of the Board and as a member of the Executive Committee.
F.  Fundraising Officer:  Elected by the ANTSHE membership for a two-year term; reports to the President.  Serves as a voting member of the Board.  Research and grant writing; scholarship development.
G.  Conference Officer:  Elected by the ANTSHE membership for a two-year term.  Serves as a voting member of the Board.  Coordination of conference including keynote speaker with national and international ties; connections to local universities for support; location of conference; theme.
H.  Research Officer:  Elected by the ANTSHE membership for a two-year term.  Serves as a voting member of the Board.  National issues; data; referral resource; promote research; contributions to newsletter; clearinghouse; demographics; work with graduate students for research possibilities; promotional materials.
I.   Student Officers:  Elected by the ANTSHE membership for one-year term.  Serve as voting members of the Board. Duties may include newsletter contributions; student organizations; campus government; conference; regional contacts and other activities and projects.

Approved by a vote of membership/Board of Directors October 8, 1999.