Proposed Amendments to NIRSA’s Bylaws 

Article V. Committees and Volunteer Groups, Section 2. Standing Committees
Subsection A. Nominations & Appointments Committee, and Subsection B. Audit & Finance Committee

A. Nominations & Appointments Committee. The Nominations & Appointments Committee shall be a standing committee of the Association comprised of two members of the board of directors (one serving as Chair), a the Past Presidents’ Representative (Assembly), two members from each region, and the NIRSA Student Leader. The Regional Representative shall recommend a Nominations & Appointments Committee Member from their region to the Member Network. The Member Network shall then appoint the Regional Members. The two members from each region shall serve staggered two-year terms on the Nominations & Appointments Committee. The Chair of the Committee may seek information on specific appointments from additional professional and student members, who will not be members of the Committee. The NIRSA Student Leader shall serve a one-year term on the committee.

B. Audit & Finance Committee. The Audit & Finance Committee shall be a standing committee of the Association, comprised of two members of the board of directors (one serving as chair), a the Past Presidents’ Representative (Member Network), and three professional members serving staggered three-year terms.

Article V. Committees and Volunteer Groups, Section 2. Standing Committees
Subsection A. Nominations & Appointments Committee, and Subsection B. Audit & Finance Committee

A. Nominations & Appointments Committee. The Nominations & Appointments Committee shall be a standing committee of the Association comprised of two members of the board of directors (one serving as Chair), a Past Presidents’ Representative, two members from each region, and the NIRSA Student Leader. The Regional Representative shall recommend a Nominations & Appointments Committee Member from their region to the Member Network. The Member Network shall then appoint the Regional Members. The two members from each region shall serve staggered two-year terms on the Nominations & Appointments Committee. The Chair of the Committee may seek information on specific appointments from additional professional and student members, who will not be members of the Committee. The NIRSA Student Leader shall serve a one-year term on the committee.

B. Audit & Finance Committee. The Audit & Finance Committee shall be a standing committee of the Association, comprised of two members of the board of directors (one serving as chair), a the Past Presidents’ Representative, and three professional members serving staggered three-year terms.

Article VI. Member Network
Subsection A, iv and Subsection B

iv. A The Past Presidents Representative – Member Network serving a two-year term (as elected by Past Presidents and approved by the Board of Directors);

B. The Member Network shall elect a Vice Chair who shall be a Regional Representative who has completed one year of their two-year term. The term of office of the Vice Chair shall be for one year. The Vice Chair shall assume the role of Chair of the Member Network for a one-year term upon completion of their term as Vice Chair, which shall coincide with the completion of their term as a Regional Representative. The schedule of meetings, the election process developed by each region, the NIRSA Student Leader election process, the Past Presidents’ Member Network Representative election process, and the election of the Chair process shall be in accordance with Association policy as determined by resolution of the Board of Directors.

Article VI. Member Network
Subsection A, iv and Subsection B

iv. A Past Presidents Representative –serving a two-year term (as elected by Past Presidents and approved by the Board of Directors);

B. The Member Network shall elect a Vice Chair who shall be a Regional Representative who has completed one year of their two-year term. The term of office of the Vice Chair shall be for one year. The Vice Chair shall assume the role of Chair of the Member Network for a one-year term upon completion of their term as Vice Chair, which shall coincide with the completion of their term as a Regional Representative. The schedule of meetings, the election process developed by each region, the NIRSA Student Leader election process, the Past Presidents’ Representative election process, and the election of the Chair process shall be in accordance with Association policy as determined by resolution of the Board of Directors.

Article VII. Assembly
Subsection B, iii and Subsection C

iii. The Past Presidents’ Assembly Representative serving a two-year term (as elected by Past Presidents and approved by the Board of Directors); and

C. The Convener of the Assembly must be the Board Representative to the Assembly, current Past Presidents’ Assembly Representative, or have been a previous member of the Assembly within the last two years. The nomination of the Convener shall be in accordance with Association policy as determined by resolution of the Board of Directors.

Article VII. Assembly
Subsection B, iii and Subsection C

iii. The Past Presidents Representative serving a two-year term (as elected by Past Presidents and approved by the Board of Directors); and

C. The Convener of the Assembly must be the Board Representative to the Assembly, current Past Presidents Representative, or have been a previous member of the Assembly within the last two years. The nomination of the Convener shall be in accordance with Association policy as determined by resolution of the Board of Directors.

Article II. Members. Section 8. Notice of Meetings.

Written or printed notice stating the place, day, and hour of a meeting of members and, in case of a special meeting of members, the purpose or purposes for which the meeting is called, shall be given to each member entitled to vote at such meeting no fewer than ten (10) days before such meeting, or, if the notice is mailed by other than electronic mail or such other form of computer communication whereby members either directly or indirectly receive notice of the meeting, first class or registered mail, no fewer than thirty (30) days, but in any event, not more than sixty (60) days before the meeting. This requirement of notice for either the annual meeting or a special meeting may be fulfilled by printing of the notice in the Association’s regular publication no less than thirty (30) days prior to the meeting. To the extent allowed by law, notice of either the annual meeting or a special meeting may be fulfilled by electronic mail or such other form of computer communication whereby members either directly or indirectly receive notice of the meeting.

Article II. Members. Section 15. Expulsion or Suspension. Subsection A. Expulsion or Suspension for Cause.

A. Expulsion or Suspension for Cause. Any member may be expelled or suspended from membership by the board of directors for cause other than for nonpayment of dues. In the event that the board of directors deems it appropriate to initiate proceedings to expel or suspend a member, the board shall give such member written notice of the proposed expulsion or suspension and the reason(s) for such proposed expulsion or suspension not less than fifteen (15) days prior to the date that such expulsion or suspension is due to take effect. If within said 15-day period the member requests the opportunity to be heard, the president shall either set a date for the member to be heard on the question of such member’s expulsion or suspension or, at the discretion of the president, shall permit such regular or associate member to present written testimony on the issue of such member’s expulsion or suspension. The president shall appoint not less than three (3) board members to hear or decide the member’s appeal. Only those board members present for oral testimony, or those board members who personally review the written testimony, shall be eligible to vote concerning the expulsion or suspension of such member. A two-thirds (2/3) vote of such directors is required to expel or suspend such member. The effective date of any such expulsion or suspension shall be no sooner than five (5) days following said oral or written testimony. Any written notice given pursuant to this section by mail, must be given by first class, certified mail, return receipt requested, sent to the last address of such member shown on the Association’s record. To the extent allowed by law, notice given pursuant to this section may be fulfilled by electronic mail or such other form of computer communication whereby members either directly or indirectly receive notice of the meeting and send to the last electronic mail address or such other computer address shown on the Association’s record. Any member who has been expelled or suspended will continue to be liable to the Association for those dues, assessments, or fees incurred by such member prior to the expulsion or suspension.

Article III. Board of Directors. Section 5. Meetings of the Directors. Subsection C.

C. Notice of the time and place of any special meeting of the board of directors shall be delivered at least seven (7) days previously thereto by written notice delivered personally, or sent by mail to each director and to the executive director at their address as shown by the records of the Association, or, to the extent allowed by law, sent by electronic mail or such other form of computer communication whereby members either directly or indirectly receive notice of the meeting to the last known electronic mail or other computer address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered seven days after being deposited in the United States mail in postage prepaid, sealed envelope appropriately addressed to said director. Any director may waive notice of any meeting. If sent by electronic mail, such notice shall be deemed delivered on the day sent. The attendance of a director at any meeting shall constitute a waiver of notice for such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the purpose of, nor the business to be transacted at, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, by the Articles of Incorporation, or by these Bylaws.

Article XIII. Amendment of Articles and Bylaws. Section 1. Amendment of Articles of Incorporation. Subsection B.

Written notice of the date, time, and place of such regular or special meeting of the directors or annual or special meeting of the members shall be sent by first class mail to each director or member entitled to vote not less than thirty (30) days prior to the scheduled meeting. If the vote is by written or electronic ballot, such notice shall be sent not less than thirty (30) days prior to the commencement of balloting. The requirement of notice may be fulfilled by printing of the notice in the Association’s regular publication. The notice to directors and members shall include or be accompanied by a copy or summary of the proposed alteration, amendment, or restatement, or state the general nature of the change. The notice may also direct the directors or members to the Association’s website to obtain a copy or summary of the proposed alteration, amendment, or restatement. To the extent allowed by law, notice pursuant to this section may be sent by electronic mail or such other form of communication whereby members either directly or indirectly receive notice of the meeting.

Article II. Members. Section 8. Notice of Meetings.

Written or printed notice stating the place, day, and hour of a meeting of members and, in case of a special meeting of members, the purpose or purposes for which the meeting is called, shall be given to each member entitled to vote at such meeting no fewer than ten (10) days before such meeting, or, if the notice is mailed by other than electronic mail or such other form of computer communication whereby members either directly or indirectly receive notice of the meeting, first class or registered mail, no fewer than thirty (30) days, but in any event, not more than sixty (60) days before the meeting. This requirement of notice for either the annual meeting or a special meeting may be fulfilled by printing of the notice in the Association’s regular publication no less than thirty (30) days prior to the meeting. To the extent allowed by law, notice of either the annual meeting or a special meeting may be fulfilled by electronic mail or such other form of computer communication whereby members either directly or indirectly receive notice of the meeting.

Article II. Members. Section 15. Expulsion or Suspension. Subsection A. Expulsion or Suspension for Cause.

B. Expulsion or Suspension for Cause. Any member may be expelled or suspended from membership by the board of directors for cause other than for nonpayment of dues. In the event that the board of directors deems it appropriate to initiate proceedings to expel or suspend a member, the board shall give such member written notice of the proposed expulsion or suspension and the reason(s) for such proposed expulsion or suspension not less than fifteen (15) days prior to the date that such expulsion or suspension is due to take effect. If within said 15-day period the member requests the opportunity to be heard, the president shall either set a date for the member to be heard on the question of such member’s expulsion or suspension or, at the discretion of the president, shall permit such regular or associate member to present written testimony on the issue of such member’s expulsion or suspension. The president shall appoint not less than three (3) board members to hear or decide the member’s appeal. Only those board members present for oral testimony, or those board members who personally review the written testimony, shall be eligible to vote concerning the expulsion or suspension of such member. A two-thirds (2/3) vote of such directors is required to expel or suspend such member. The effective date of any such expulsion or suspension shall be no sooner than five (5) days following said oral or written testimony. Any written notice given pursuant to this section by mail, must be given by first class, certified mail, return receipt requested, sent to the last address of such member shown on the Association’s record. To the extent allowed by law, notice given pursuant to this section may be fulfilled by electronic mail or such other form of computer communication whereby members either directly or indirectly receive notice of the meeting and send to the last electronic mail address or such other computer address shown on the Association’s record. Any member who has been expelled or suspended will continue to be liable to the Association for those dues, assessments, or fees incurred by such member prior to the expulsion or suspension.

Article III. Board of Directors. Section 5. Meetings of the Directors. Subsection C.

C. Notice of the time and place of any special meeting of the board of directors shall be delivered at least seven (7) days previously thereto by written notice delivered personally, sent by mail to each director and to the executive director at their address as shown by the records of the Association, or, to the extent allowed by law, sent by electronic mail or such other form of computer communication whereby members either directly or indirectly receive notice of the meeting to the last known electronic mail or other computer address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered seven days after being deposited in the United States mail in postage prepaid, sealed envelope appropriately addressed to said director. Any director may waive notice of any meeting. If sent by electronic mail, such notice shall be deemed delivered on the day sent. The attendance of a director at any meeting shall constitute a waiver of notice for such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the purpose of, nor the business to be transacted at, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, by the Articles of Incorporation, or by these Bylaws.

Article XIII. Amendment of Articles and Bylaws. Section 1. Amendment of Articles of Incorporation. Subsection B

Written notice of the date, time, and place of such regular or special meeting of the directors or annual or special meeting of the members shall be sent by first class mail to each director or member entitled to vote not less than thirty (30) days prior to the scheduled meeting. If the vote is by written or electronic ballot, such notice shall be sent not less than thirty (30) days prior to the commencement of balloting. The requirement of notice may be fulfilled by printing of the notice in the Association’s regular publication. The notice to directors and members shall include or be accompanied by a copy or summary of the proposed alteration, amendment, or restatement, or state the general nature of the change. The notice may also direct the directors or members to the Association’s website to obtain a copy or summary of the proposed alteration, amendment, or restatement. To the extent allowed by law, notice pursuant to this section may be sent by electronic mail or such other form of communication whereby members either directly or indirectly receive notice of the meeting.

Article IV. Officers.
Section 1. Officers and Section 8. Treasurer.

Section 1. Officers. The officers of the Association shall be a president, president designee, president-elect, secretary, treasurer, executive director, and such other officers and assistant officers, including a treasurer, as the board of directors may, in its discretion, determine. Except for the positions of president, president designee, and president-elect, any two or more offices may be held by the same person.

Section 8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive money due and payable to the Association from any source whatsoever, and deposit all such money in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. Additionally, it is the responsibility of the Treasurer to maintain and supply financial information as requested by the President or of the Association.

Article IV. Officers.
Section 1. Officers and Section 8. Treasurer.

Section 1. Officers. The officers of the Association shall be a president, president designee, president-elect, secretary, treasurer, executive director, and such other officers and assistant officers as the board of directors may, in its discretion, determine. Except for the positions of president, president designee, and president-elect, any two or more offices may be held by the same person.

Section 8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive money due and payable to the Association from any source whatsoever, and deposit all such money in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. Additionally, it is the responsibility of the Treasurer to maintain and supply financial information as requested by the President or of the Association.