Revised November 2015
AMERICAN SOCIETY OF ASSOCIATION EXECUTIVES
A Nonprofit Corporation
Article I -- General
1. Name. The name is the American Society of Association Executives (“ASAE”), a nonprofit corporation incorporated in the District of Columbia.
2. Location. The principal office is in the District of Columbia or elsewhere as determined by the Board of Directors.
(a) to advance, improve, promote and protect the profession of association management and those professionals who manage business, trade, professional, philanthropic, scientific, educational, technical, social welfare, agricultural, and other nonprofit organizations;
(b) to provide opportunities for the exchange of expertise, experiences and opinions through meetings, communications, education, research, and publications for nonprofit organization management professionals;
(c) to conduct competitions and make awards for outstanding nonprofit organization management achievement;
(d) to develop and encourage high standards of professional conduct among nonprofit organization management professionals;
(e) to assist and encourage nonprofit organizations to reach the highest levels of effectiveness, efficiency, and achievement for their constituencies and society;
(f) to acquire, preserve and disseminate data and information in the field of nonprofit organization management;
(g) to cooperate with counterpart organizations in the nonprofit field;
(h) to advocate for fair and appropriate treatment of nonprofit organization management professionals and nonprofit organizations before federal, state and local governments in their legislative, administrative, and judicial branches; and
(i) to assist and encourage commercial firms and their executives that serve nonprofit organizations to do so in ways that provide maximum mutual benefit.
4. Restrictions. All policies and activities of ASAE are consistent with:
(a) applicable federal, state and local antitrust, trade regulation or other requirements; and
(b) applicable tax exemption requirements, including the requirements that ASAE not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
Article II -- Membership
1. Membership Eligibility. Membership is composed of professional managers of business, trade, professional, philanthropic, scientific, educational, technical, social welfare, agricultural and other nonprofit organizations and executives of firms that serve nonprofit organizations who meet eligibility criteria established by the Board of Directors.
2. Regular Membership. Regular membership is limited to qualified individuals who pay applicable dues established by the Board of Directors and meet the criteria for one of the following classes of regular membership:
(a) Chief Executive
(b) Professional Staff
(c) Industry Partner
3. Other Membership Classes. The Board of Directors may establish other membership classes that are ineligible to serve as Directors or officers.
4. Life and Honorary Membership. Life and Honorary Membership may be conferred upon individuals under terms the Board of Directors determines.
5. Resignation. A member may resign by filing a written resignation; resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation.
6. Expulsion. A member is automatically expelled without action of the Board of Directors for failure to pay applicable dues or failure to meet the eligibility requirements for membership. A member may be expelled by the Board of Directors for other reasons if the member is provided with advance written notice including the reason for the proposed expulsion, an opportunity to contest the proposed expulsion in writing or in person before the Board of Directors within one year of the effective date of the expulsion, and final written notice of the Board’s decision.
7. Voting. Members do not have voting rights but may be asked to approve by referendum any nominations to the Board of Directors submitted by petition pursuant to these Bylaws.
Article III – Board of Directors
1. Directors. The governing body is the Board of Directors, which has authority and is responsible for governance of ASAE. The Board establishes policy and monitors implementation of policy by ASAE’s staff under the direction of the President & CEO.
2. Composition of the Board. The Board of Directors consists of:
(a) the Chair of the Board, the Chair-Elect, the Secretary-Treasurer and the Immediate Past Chair;
(b) the Chair of ASAE Business Services, Inc.;
(c) two elected Directors-at-Large who are Industry Partner members; and
(d) twelve elected Directors-at-Large who are Chief Executive, Professional Staff or Consultant members; six of these twelve Directors-at-Large serve concurrently as Directors of the ASAE Foundation (“the Foundation”), as nominated by the Leadership Committee and elected by the ASAE Board of Directors.
The Chair may appoint up to two additional Directors-at-Large subject to confirmation by the Board, which Directors-at-Large may also serve on the Foundation Board. The President & CEO of ASAE serves as an ex officio non-voting member of the Board of Directors.
3. Terms. Directors-at-Large serve staggered three-year terms, except a Director-at-Large appointed by the Chair serves a one-year term. No Director-at-Large, whether elected or appointed, may serve more than two succeeding full or partial terms. However a Director may remain on the Board subsequent to serving two terms for as long as the Director is also serving as an Officer; and an ex officio Director has no limit on terms. Terms coincide with the fiscal year.
4. Nominations. Four candidates for Director-at-Large (plus one more when an Industry Partner Board seat is open) and one candidate for Secretary-Treasurer are nominated by the Leadership Committee each year. The membership is given at least 30 days to provide additional nominations, which must be supported by a written petition signed by at least 2 ½ percent of regular members of ASAE. If there are nominees by petition, the Leadership Committee submits a referendum to the regular members at least 60 days before the end of the fiscal year identifying those nominated by the Committee and those nominated by petition. The regular members then approve the nominees in writing by postal or other delivery or by electronic means where at least 2 ½ percent of regular members participate. If there are no nominees by petition, the nominees of the Leadership Committee are automatically elected.
5. Vacancies. Vacancies among Directors are filled by the Board based on nominations by the Leadership Committee.
6. Meetings. Meetings of the Board of Directors are called by the Chair. A majority of Directors forms a quorum; a majority of votes is required to carry a matter where a quorum is present. Proxy voting is not permitted. Voting may occur by postal or other delivery or by electronic means where all Directors vote unanimously in favor of a matter. Meetings may be held electronically if each Director can hear the others.
7. Removal. A member of the Board of Directors whose petition nomination was approved by referendum of the regular members may be removed with or without cause by the same petition and referendum procedures or may be removed by a three-quarters vote of the Board for any of the reasons provided by law, with the Director proposed to be removed not voting, and if that Director is provided with advance written notice including the reason for the proposed removal, an opportunity to contest the proposed removal in writing or in person at a meeting of the Board, and final written notice of the Board’s decision.
8. Compensation. Directors, other than the President & CEO, do not receive compensation for their services but may be reimbursed for expenses.
Article IV -- Officers
1. Chair of the Board. The Chair of the Board is the chief elected Officer and chairs the Board of Directors and the Executive Committee. The Chair serves as an ex officio non-voting member of all committees except the Leadership Committee, Finance Committee and the Audit Committee; and the Chair makes appointments to committees subject to approval by the Board.
2. Immediate Past Chair. The Immediate Past Chair remains an Officer and Director for one term following the term as Chair of the Board and chairs the Leadership Committee.
3. Chair-Elect. The Chair-Elect serves as Chair of the Board when that Officer is unable to serve. The Chair-Elect automatically succeeds to the office of Chair of the Board. The Chair-Elect serves as Chair of the Board of the Foundation.
4. Secretary-Treasurer. The Secretary-Treasurer is nominated by the Leadership Committee and elected under the same procedures as for the election of Directors-at-Large. The Secretary-Treasurer is the principal elected financial Officer, serves as Chair of the Finance Committee, and serves as the Chair-Elect when that Officer is unable to serve. The Secretary-Treasurer also serves as Secretary-Treasurer of the Foundation. The Secretary-Treasurer automatically succeeds to the office of Chair-Elect.
5. President & CEO. The President & CEO is the chief employed Officer and manages ASAE at the direction of the Board of Directors, Executive Committee and Officers. The President & CEO also serves as the CEO of the Foundation, and may also appoint a staff member to serve as President of the Foundation in his sole discretion. The President & CEO has exclusive authority over the staff of ASAE. The President & CEO is engaged by the Officers of ASAE subject to confirmation by the Board of Directors.
6. Qualifications. The Chair, Chair-Elect, Secretary-Treasurer and Immediate Past Chair are either Chief Executive, Professional Staff, or Consultant members, and shall have served at least one (1) year as a member of the Board of Directors at any time prior to election as an Officer.
7. Terms. Officers, other than the President & CEO, serve one-year terms. An Officer may not serve a successive term in the same office unless the officer has served a partial-year term in that office. Terms coincide with the fiscal year.
8. Vacancies. Vacancies among the Officers, other than the President & CEO, are filled by the Board of Directors from nominations by the Leadership Committee.
9. Compensation. Officers, other than the President & CEO, do not receive compensation for their services but may be reimbursed for expenses.
Article V – Committees and Miscellaneous
1. Executive Committee. An Executive Committee consists of the Officers of ASAE (including the President & CEO, as an ex officio, non-voting Officer) and the Chair of ASAE Business Services, Inc.
2. Other Committees. The Chair of the Board of ASAE appoints, with the approval of the Board of Directors, members of the Leadership Committee, Finance Committee and Audit Committee serving both ASAE and the Foundation. Members of the Leadership Committee are not eligible to be nominated as Directors-at-Large or as Secretary-Treasurer.
3. Indemnification. Directors, Officers, and employees are indemnified by ASAE to the full extent permitted by law.
4. Amendments. Amendments to these Bylaws are made by the Board of Directors upon a two-thirds vote provided 60 days advance notice to the regular members is included in an ASAE membership publication, such as associations now magazine.
5. ASAE and the Foundation Relationship. ASAE and the Foundation shall be organized and operated at all times in a manner to be fully consistent and compliant with the terms and conditions contained in the Service Agreement between the organizations, as amended from time to time, except as otherwise provided in these Bylaws. The approval of the ASAE Board of Directors is required before the Foundation separates from ASAE or takes major steps toward separation.