CONSTITUTION AND BYLAWS

The name of this Association shall be the North American Association of Summer Sessions.

ARTICLE II -- Purpose

The purpose of the organization shall be the development of summer session standards and programs. All activities of the Association shall be exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.

ARTICLE III -- Membership

      Section 1. Membership in the Association shall be institutional and individual.

1. Institutional voting membership shall be open to all accredited colleges and universities having summer programs.
2. Individual nonvoting membership shall be open to those who are not affiliated with an institution eligible for institutional membership, but who have professional interest in the purpose of the Association.

      Section 2. Annual dues assessed to institutions and individuals shall be established by vote of the membership upon the recommendation of the Administrative Council.

      Section 3. New members shall be admitted in accordance with the procedure outlined in the Bylaws.

ARTICLE IV -- Representation

      Section 1. Each member institution shall receive one vote on any question before the Association.

      Section 2. Although each institution may send as many delegates to the annual meetings as it deems consistent with the purposes of the Association, each institution shall be officially represented by the person responsible for the Summer Session program, or his/her designee.

ARTICLE V -- Administrative Organization

      Section 1. The Administrative Council is the governing body of the Association and shall consist of

1. The officers of the Association: the President, the President-Elect, and the Treasurer;
2. One Vice President from each of the geographical regions designated as Association regions in the Bylaws;
3. Three At-Large Members; and
4. The immediate Past President.

      Section 2. The Executive Committee is authorized to conduct the business of the organization between annual meetings. It shall fill ad interim vacancies in the organization.

      Section 3. Upon dissolution of the Association, the Council shall provide for payment of all debts of the Association, then shall dispose of all remaining assets in a manner consistent with the purposes of an exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.

ARTICLE VI -- Meetings

      Section 1. At least one business meeting of the Association shall be held in each calendar year, as determined by the Executive Committee. Ordinarily, this meeting shall be held in conjunction with the Annual Conference of the Association.

      Section 2. Special meetings of the Association may be called by the Executive Committee, providing that six weeks' notice is given to each member institution.

ARTICLE VII -- Amendments

      Section 1. Amendments may be voted on at any annual meeting, provided they are

1. Submitted to the Administrative Council in writing at least 60 days before the annual business meeting, recommended for adoption by the Administrative Council, and circulated by the Council to the membership at least 15 days before the annual meeting; or
2. Offered to the Association at an annual meeting and accepted for action by a majority vote of those in attendance; such proposed amendments shall be voted upon at the next annual meeting.

      Section 2. Adoption of amendments shall be by two-thirds affirmative vote of the members in attendance at the annual meeting.

ARTICLE VIII -- Bylaws

Bylaws may be enacted or amended at any regular meeting of the Association by a majority vote of member institutions in attendance at the meeting.

ARTICLE I

In all matters not covered by this Constitution and Bylaws, this Association shall be guided by Roberts Rules of Order Recently Revised. ARTICLE II -- New Members

      Section 1. Any college or university seeking membership in the North American Association of Summer Sessions shall apply in writing to the Executive Secretary of the Association.

      Section 2. The following criteria shall determine eligibility for membership:

1. Accreditation by an appropriate authority accrediting institutions of higher education, and
2. Have nonprofit status.

ARTICLE III -- Dues

      Section 1. The annual institutional and individual dues shall be designated by the Administrative Council. Payment of institutional dues shall establish voting eligi-bility at the annual business meeting.

      Section 2. Failure to pay annual dues prior to the opening of the annual business meeting shall result in removal of the institution from membership.

ARTICLE IV -- Powers and Duties of Officers

      Section 1. The President or, in the absence of the President, the President-Elect shall preside at all meetings of the Association, the Administrative Council, and the Executive Committee. In addition, the President shall perform the duties customarily associated with the office of the President.

      Section 2. The President-Elect shall be the Annual Conference program chair- person.

      Section 3. The Treasurer, after consulting with the Executive Secretary, shall prepare an annual budget for approval by the Executive Committee and the Administrative Council. In addition, the Treasurer will review all financial state- ments and financial audits of the Association and chair the Finance Committee.

      Section 4. The Administrative Council, by a two-thirds vote of its membership, may authorize the Executive Committee to act in the name of the Council. Such authorization may be rescinded by a majority vote of the Council membership.

ARTICLE V -- Regions

The following geographical regions are established for the purpose of providing regional representation on the Council and for such other purposes as may prove convenient.

MIDDLE STATES

Delaware, District of Columbia, Maryland, New Jersey, Pennsylvania, Virginia, and West Virginia.

NORTH CENTRAL

Illinois, Indiana, Iowa, Kansas, Kentucky, Manitoba, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin.

NORTHEASTERN

Connecticut, Maine, Massachusetts, New Brunswick, New Hampshire, New York, Newfoundland, Nova Scotia, Ontario, Prince Edward Island, Quebec, Rhode Island, and Vermont.

SOUTHERN

Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, North Carolina, Oklahoma, Puerto Rico, South Carolina, Tennessee, Texas, the Virgin Islands, the West Indies, and the states of Mexico contiguous to these states.

WESTERN

Alaska, Alberta, Arizona, British Columbia, California, Colorado, Hawai`i, Idaho, Montana, Nevada, New Mexico, Oregon, Saskatchewan, Utah, Washington, Wyoming, and the states of Mexico contiguous to these states.

ARTICLE VI -- Elections and Appointments

      Section 1. Administrative Council members shall hold the following terms of office (ad interim and pro tem appointments shall not apply):

1. One-year terms for the President, President-Elect, and the immediate Past President.
2. Two-year terms for the Treasurer, Regional Vice Presidents, and At-Large Members.

Nominations and elections for the Middle States, North Central, and Western Vice Presidents, and one At-Large Member shall be held during even-numbered years; those for Treasurer, Northeastern and Southern Vice Presidents, and two At-Large Members shall be held during odd-numbered years.

      Section 2. At least six months prior to the annual business meeting, the President shall appoint a Nominations and Elections Committee made up of five members, one of which will be named chairperson by the President.

This Committee shall solicit nominations from the membership. Making every effort to keep the Administrative Council as evenly balanced among the regions as possible, the Committee shall nominate candidates, preferably two, to fill each office to be routinely vacated at the next annual meeting. In the event the President-Elect is not able to succeed to the presidency, the Committee shall also nominate candidates for the office of President.

      Section 3. The Nominations and Elections Committee shall provide for election, by mail, by the membership of the officers and At-Large Members to take office at the next annual meeting. Ballots and biographical information should be mailed at least three months prior to the annual business meeting, with a return deadline no later than 30 days prior to the meeting.

Those elected shall be notified in writing by the President at least two weeks prior to the annual meeting. Where more than two candidates are nominated for a given office, election shall be by a plurality vote. Regional Vice Presidents shall be elected by their constituents; officers and At-Large Members shall be elected by the entire membership.

      Section 4. No member of the Administrative Council shall serve more than two consecutive terms in the same capacity; ad interim and pro tem appointments shall not apply.

      Section 5. If a member of the Administrative Council cannot complete his or her term, the Nominations and Elections Committee will nominate two candidates to the President to complete the term. The President, in consultation with the President-Elect, will appoint the individual to complete the term.

      Section 6. Standing and ad hoc committees shall be appointed by the President with the approval of the Executive Committee.

ARTICLE VII -- Quorum

A quorum shall consist of 30 percent of the member institutions represented at the annual business meeting.

ARTICLE VIII -- Executive Secretary

      Section 1. The Association, through a recommendation by the Executive Committee and with the approval of the Administrative Council, shall contract to provide executive secretarial services.

      Section 2. The Executive Secretary shall be an ex-officio, nonvoting member of the Executive Committee and the Administrative Council.

      Section 3. The responsibilities of the Executive Secretary shall be reviewed annually by the Executive Committee and approved by the Administrative Council.

      Section 4. The Executive Secretary shall report to the Executive Committee in the performance of duties.

      Section 5. An annual review of the Executive Secretary shall be made by the Executive Committee and approved by the Administrative Council.

ARTICLE IX -- Retired and Honorary Life Members

      Section 1. Members who have retired from active service as directors of summer session are encouraged to continue as individual members and to attend meetings of the Association.

      Section 2. The Association may select certain retired colleagues as Honorary Life Members, provided

1. They have been active in summer session management for at least ten years;
2. They have been retired from summer session activity for at least two years; and
3. They have consistently provided outstanding service to NAASS.

      Section 3. Honorary Life Members shall be selected by the following process:

1. The Nominations and Elections Committee shall solicit from the membership nominations of candidates fitting the criteria in Article IX, Section 2 of the Bylaws.
2. The Administrative Council shall elect the person(s) to be so honored in a given year (if any) from among those nominated; and
3. Announcement of the elected person(s) shall be made at the next NAASS annual conference following the process.

      Section 4. Honorary Life Members shall have the following privileges:

1. Participation fees for the annual conference (including extracurricular activities) shall be waived for life for the honoree;
2. Membership fees shall be waived for life;
3. The Association shall provide lodging during the annual conference in the year of election; and
4. Honorary Life Members may participate, but not vote, in the annual business meeting of NAASS.

ARTICLE X -- Standing Committees

      Section 1. There shall be at least seven standing committees of the Association. These are as follows: Conference and Program Planning, Creative and Innovative Awards, Finance, Membership, Nominations and Elections, Information and Communications, Quality and Research.

1. Additional standing committees may be established by the President of the Association with the approval of the Administrative Council.
2. With the exception of the Finance and Nominations and Elections Committees, chairpersons shall be appointed by the President of the Association.
   1. The Finance Committee shall be chaired by the Treasurer of the Association.
   2. The Nominations and Elections Committee shall be chaired by the immediate Past President of the Association.
3. Terms of office for the chairpersons of the Finance and Nominations and Elections Committees shall be for the length of their terms as Treasurer and immediate Past President.
4. Terms of office for chairpersons of the other standing committees shall be for a period of one year.