Constitution & By-Laws

CONSTITUTION

of the National Association of Graduate-Professional Students

for the year of 2020

ARTICLE I. NAME

1.01 The name of this not-for-profit organization [501(c)(3)] shall be the National Association of Graduate-Professional Students, hereafter referred to as “the Association.”

ARTICLE II. PURPOSE

2.01 The Association is an educational organization which exists to share information among existing graduate and/or professional student organizations, to foster the development and growth of organizations, and to further the interests of graduate and/or professional students.

ARTICLE III. MEMBERSHIP AND VOTING

3.01 There shall be three tiers of membership: organizational, individual, and affiliate.

3.02 A “council” is defined as a group of graduate and/or professional students that advise, govern, and/or represent all graduate and/or professional students at its respective institution and is recognized by their institution as a representative group. Organizational membership is available to any council of graduate and/or professional students at a college or a university in the United States of America.

3.03 Graduate and/or professional students not represented by an organizational member shall be eligible to join the Association as an individual member.

3.04 Affiliate membership is available to any person, corporation, organization, or institution interested in supporting the mission of the Association and otherwise ineligible for membership.

3.05 No qualified council will be denied membership nor will any individual be subjected to discriminatory treatment or be excluded from participation in any activity or program of the Association on the basis of age, socioeconomic status, disability, ethnic or national origin, gender, marital status, political orientation, race, religion, sex, gender identity and expression, or sexual orientation. The Association shall not tolerate such actions by its Board of Directors, Regions, or Members.

3.06 Only organizational and individual members shall have voting privileges.

3.07 No person shall be entitled to more than one vote, regardless of affiliation.

ARTICLE IV. NATIONAL ORGANIZATIONAL STRUCTURE & ELECTIONS

4.01 The national organizational structure shall consist of a Board of Directors charged with the coordination of all Association business and activities in accordance with the guidelines established in this document. The Board of Directors shall be accountable to the membership.

4.02 The Executive Committee shall act between meetings of the Board of Directors with its full authority as necessary, with respect to all matters, except as required by the Articles of Incorporation, Constitution, and By-Laws to be taken by a supermajority of the Board of Directors or at a meeting of the Board of Directors.

4.03 All Officers, Regional Directors, and Chairs of Standing Committees as defined in the By-Laws shall serve as a Director and shall constitute the voting members of the Board of Directors.

4.04 The Executive Committee shall be composed of the Officers of the Association: the President, Vice President, Director of Finance, Director of Communications, Director of Administration, Director of Outreach, Director of Relations, and Director of Legislative Affairs.

4.05 All Officers and Chairs of Standing Committees shall be elected by a majority vote of all members at the National Membership Meeting.

4.06 The terms of office for Officers and the Chairs of Standing Committees shall follow the fiscal year, 1 January to 31 December.

4.07 Whenever there is a vacancy, temporary or permanent, of an Officer, Regional Directors, or Chair of a Standing Committee, the remaining members of the Board of Directors shall appoint a replacement for the remainder of the term by a majority vote, with the exception for the President, of which the replacement shall be selected among the remaining members of the Board of Directors by a majority vote. The vote shall occur at a meeting of the Board of Directors.

4.08 Any replacement shall be confirmed by their electorate at the next membership meeting. If a replacement is not confirmed or no replacement has been selected, an election shall be held immediately.

4.09 A majority of the membership shall have the right to overturn any decision made by a Director, the Board of Directors, or the Executive Committee.

4.10 A majority of the Board of Directors shall have the right to overturn any decision made by the Executive Committee.

4.11 A two-thirds majority of the Board of Directors shall have the right to overturn any decision made by a Director.

4.12 No person shall hold more than one voting position on the Board of Directors.

ARTICLE V. MEETINGS

5.01 Official business meetings shall be defined as meetings where the membership, Executive Committee, or Board of Directors discuss issues relating to their functions as defined in this Constitution and in the By-Laws of the Association.

5.02 An absolute majority, more than half, shall constitute a quorum for all official business meetings.

5.03 A “membership meeting” shall be defined as an official business meeting where the membership discuss issues relating to their functions as defined in this Constitution and in the By-Laws of the Association.

5.04 The Board of Directors shall have the right to actively participate and set motions before the floor during membership meetings.

5.05 There shall be a National Conference each year, to be organized by the National Conference Coordinator. At that time, a National Membership Meeting shall be held.

5.06 Each region shall conduct a Regional Conference annually. At that time, the Annual Regional Membership Meeting shall be held.

 

ARTICLE VI. SUPREMACY

6.01 This Constitution shall be the supreme authority of the Association. All acts made in pursuance thereto shall take precedence over all other constitutions, by-laws, resolutions, or decrees passed by any Region, board, committee, or entity of the Association.

ARTICLE VII. AMENDMENTS

7.01 Any member in good-standing, Region, or the Board of Directors shall propose amendments to this Constitution at least sixty (60) days prior to the vote, which shall be valid as part of this Constitution, when ratified at a National Membership Meeting, or by a mail ballot, by two thirds of the membership in good-standing.

7.02 Proposed amendments to this Constitution shall be sent in writing to all members at least forty-five (45) days prior to voting.

7.03 The By-Laws shall be amended by a majority vote of the members present and voting at a National Membership Meeting or by a mail ballot. Upon passage, amendments to the By-Laws shall take effect at the end of that meeting, unless otherwise specified.


BY-LAWS

of the National Association of Graduate-Professional Students

for the year of 2020

ARTICLE I. FINANCES

Section 1. Budget

    1. The Director of Finance shall prepare the budget for the next fiscal year to be voted upon by the membership at the National Membership Meeting.
      1. The Director of Finance shall present a provisional budget to the Board of Directors no later than the last Board of Directors meeting prior to the National Conference.
      2. The Director of Finance shall present a final budget to the membership no later than two weeks before the National Membership Meeting.
      3. No expenditures shall be authorized without membership approval of a budget.
    2. The budget and financial reports of the Association shall be presented at the National Membership Meeting.
    3. Expenditures not provided for in the budget shall not be allowed.
    4. If approved by a 2/3 majority of the members of the Board of Directors, the Director of Finance may modify the allocations of expenditures by deducting any dollar value from an existing budget line and adding the same dollar value to another line.
    5. If approved by a 2/3 majority of the members of the Board of Directors, the Director of Finance may add a new line to the expenditures authorized in the budget. The name of the line should clearly describe its purpose to the members of the Board of Directors and to the membership.
    6. The total expenditures provided for in the budget approved by the membership shall never be exceeded unless authorized by a Resolution passed by the membership.
    7. The majority approval shall be required from the NAGPS Board of Directors to spend unassigned budget expense lines.
    8. The Director of Finance shall report the financial condition of the Association to the Membership on at least a quarterly basis.  No expenditures shall be approved until and unless financial reporting is reported accordingly.
    9. All NAGPS event budgets be submitted to the Finance & Fundraising Committee for approval. The Finance and Fundraising Committee and National Board of Directors work together to develop NAGPS event host agreements.

Section 2. Signatory

    1. The President, Vice President, and Director of Finance shall have full signature authority on all financial instruments of the Association.
    2. All Association expenses must be approved by at least two of the three official signatories.
    3. Any expense under the amount of the lesser of $2500 or 5% of the annual budget, can be approved by two of the three official signatories.
    4. Any expense over the amount of the lesser of $2500 or 5% of the annual budget must receive approval of two-thirds of the Board of Directors, in addition to pre-approval from two of the three official signatories
    5. Notwithstanding Article I, Section 2.1, NAGPS shall not contract or incur any financial liability that has not been approved by the membership in the budget.  Furthermore, NAGPS shall not contract or incur any financial liability for which adequate funds are not available in NAGPS’s bank accounts.

Section 3. Endowment

    1. The following information shall be posted in a location known to and readily available to the membership at all times:
      1. The entity that is managing the endowment.
      2. The terms and conditions, including fees, under which the endowment is being managed.
    2. The Director of Finance shall be responsible for monitoring any and all changes that may affect the information listed on Item A, and any changes shall be broadcast to the membership.
    3. Quarterly reports containing the following information shall be produced by the Director of Finance and posted in a location known to and readily available to the membership at all times:
      1. The current value of the endowment
      2. The rate of return of the endowment
      3. Withdrawals from the endowment may not cause the value of the endowment to decline below the value of the endowment on the first day of the current fiscal year, unless the withdrawal has been authorized by 2/3 of the members in good standing.

ARTICLE II. MEMBERSHIP

Section 1. Organizational Members

    1. Legacy Organizational Members shall:
      1. Have been a member in good-standing for two or more consecutive years.
      2. Submit an endowment membership application approved by a majority vote of approval by the Board of Directors.
      3. Not be assessed annual dues.
      4. On occasion, be requested to provide mentoring to Developing Organization Members as prescribed in Article II, Section I. Sub-Section C.
    2. Regular Organizational Members shall:
      1. Complete a membership application.
      2. Submit either a copy of their current constitution or documentation of an independent funding source, upon request.
      3. On occasion, be requested to provide mentoring to Developing Organization Members as prescribed in Article II, Section I. Sub-Section C. 
    3. Developing Organizational Members shall:
      1. Complete a membership application.
      2. Form or seek to form an organization which represents graduate and/or professional students on a broad scale on a campus.
      3. Submit either a copy of their current constitution or documentation of an independent funding source, upon request.
      4. May petition the Board of Directors for an extension of their status when extenuating circumstances arise including but not limited to a structural inability to grow.
      5. Be denied Developing Organizational Member status if their dues are being paid by their university administration if that administration does not already provide their regular operating budget.
      6. Be provided the opportunity to receive mentoring from an NAGPS Legacy Member or Regular Organizational Member to contribute to their development into a full member

Section 2. Individual Members

    1. Individual Members shall:
      1. Complete a membership application.
      2. Submit proof of registration at recognized college or university upon request.
      3. Be entitled to vote as a caucus with no more than one vote per forty (40) Individual Members in attendance.

Section 3. Affiliate Members

    1. Non-institutional Affiliate Members shall:
      1. Complete a membership application.
      2. Be a person not representing a corporation, organization, or institution.
    2. Institutional Affiliate Members shall:
      1. Support the mission of NAGPS
      2. Complete a membership application.

Section 4. Dues

    • All members shall be assessed dues unless otherwise specified.
    • Members in good-standing are those whose membership dues are current.
    • The Board of Directors shall set the dues structure structure for all designations and tiers of membership
    • The Board of Directors shall have the right to extend limited periods of grace if renewing members are faced with extenuating circumstances inhibiting the prompt payment of dues. However, all membership benefits, including, but not limited to voting privileges, may be revoked at any time for non-payment of dues.
    • Member schools that have failed to fulfill their financial obligations for the current year by the start of the national conference will be viewed in bad standing by the National Organization, and therefore are disqualified from voting in an election or vote, up until the financial obligation has been resolved. A disqualified status can be overturned by a 2/3 majority of either the National Board of Directors, or the general assembly that are currently in good standing.
    • Membership directs the Board of Directors to set a five percent (5%) increase in the dues (over the current 2019 rates) across all tiers of membership effective as of the start of the 2020 membership year as such:
    • Individual Membership: $55.00
    • Organizational Membership: $600.00
    • Affiliate Membership: $825.00
    • Legacy Membership: $11,025.00

Section 5. Membership Suspension and Revocation

    1. A two-thirds majority of the Board of Directors shall have the right to suspend or revoke membership status for a malfeasance for a period as determined.
      1. Reasons for, and period of, suspension shall be remitted in writing to the member by the Director of Administration within fifteen (15) days of the vote to suspend.
      2. Revoked members shall have the right to submit a written petition for reinstatement to the membership at the National Membership Meeting.
      3. Petitions shall be submitted in writing to the Director of Administration forty-five (45) days prior to the start of the National Conference.
    2. A two-thirds majority vote of the membership at the National Membership Meeting shall be required to approve the petition for reinstatement.

Section 6. Membership Term & Prorated Dues

    1. Membership terms shall begin on January 1 and conclude on December 31 the same year.
    2. The membership fee shall be reduced by fifty percent (50%) for all members that join NAGPS after July 1.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Qualifications

    1. The Board of Directors shall be selected from those persons duly recognized as bona fide representatives of an Organizational Member in good-standing or Individual Student members in good-standing at the time of election or appointment.

Section 2. Terms of Office

    1. Regional Directors shall serve from the completion of the Regional Membership Meeting at which they were elected to the completion of the next Annual Regional Membership Meeting.

Section 3. Duties of the Board of Directors

    1. The Board of Directors shall be responsible for developing recommendations for amendments to the Constitution and By-Laws to better define the roles and to optimize the operations of the Association.
    2. The Board of Directors shall be responsible for sending updated copies of the Constitution, By-Laws,  and resolutions passed at the national membership meeting to the membership within four (4) weeks of the end of the national conference. The updated Constitution and By-Laws must also be posted on the Association website, and the resolutions must be archived in the members-only area of the Association website.
    3. Each Director shall prepare an annual report and maintain documentation of management procedures and recommendations for succeeding board members one month prior to the national conference.
    4. The Board of Directors shall provide an unbiased person, with Association experience, who is knowledgeable of Robert’s Rules of Order to preside over the National Membership Meeting.
    5. The Board of Directors shall be responsible for determining the Mission Statement and individual positional objectives at the first Board of Directors in-person meeting.
    6. The Board of Directors shall publish immediately the Mission Statement and positional objectives on the Association website and through proper channels.
    7. Members of the Board of Directors, with a two-thirds majority approval or the Board of Directors, shall be permitted under law to enter into contracts which are necessary to execute the duties of their office. Members of the Board of Directors shall be considered to be acting on behalf of the Association as agents thereof.
    8. Each Director shall actively participate in meetings of the Board of Directors including, but not limited to presenting a report of their activities.
    9. The Board of Directors shall have the authority to create committees within the Board of Directors, as necessary, to manage duties and responsibilities as assigned by the Board of Directors.
    10. The Board of Directors shall:
      1. Manage NAGPS by the stated purposes of Article II of the Constitution;
      2. Set a date and location for the National Membership Meeting, at least 120 days before the Meeting;
      3. Notify the membership via mail at least ninety (90) days prior to the National Membership Meeting;
      4. Establish dues and membership guidelines;
      5. Coordinate and establish the content for the National Conference;
      6. Review and appoint the Chair of each ad hoc committee;
      7. Assign duties and authorities to Directors, the Executive Committee and Staff as necessary;
      8. Prepare a quarterly report summarizing the activities of each Director to be distributed to the appropriate constituencies.
      9. Each Director, with the exception of the President, Vice President, and Regional Directors, shall have the authority to appoint an Assistant to the Director. Assistants to the Directors:
        1. Shall be appointed by the respective Director in the office they will serve in
        2. Shall be ratified by the Board of Directors.
        3. Will have their responsibilities defined in the Standard Operating Procedures ratified at the beginning of each term of the Board of Directors.
        4. Will serve on their respective Committees
        5. Are not members of the Board of Directors
        6. Can be given specific duties and “Special Assistant” titles associated with those duties
    1. The Board of Directors shall select the host organization, coordinate, and establish the content for the Leadership Summit, which shall be held between May 1 and August 31.  When selecting the host organization, the Board will consider organizations that submit a letter stating or describing:
      1. The organization’s approval to host the Leadership Summit.
      2. A Director of Leadership Summit, who shall be a member of the candidate organization
      3. Possible dates for the Summit
      4. Meeting facilities available with approximate costs
      5. Accommodation options with approximate costs
      6. Total monetary support available from the candidate organization

If no such letters are received by April 1, the Board of Directors shall select a host organization.

    1. Each Director, with the exception of the President, Vice President, and Regional Directors,  shall have the authority to appoint an Assistant to the Director. Assistants to the Directors:
      1. Shall be appointed by the respective Director in the office they will serve in
      2. Shall be ratified by the Board of Directors.
      3. Will have their responsibilities defined in the Standard Operating Procedures ratified at the beginning of each term of the Board of Directors.
      4. Will serve on their respective Committees
      5. Are not members of the Board of Directors

Section 4. Duties of the President

The President shall have the following responsibilities:

    1. To serve as the Association’s Chief Executive Officer (CEO);
    2. To create and dissolve ad hoc committees as needed;
    3. To stay abreast of all business to ensure the Board acts in accordance with the purpose as stated in the Constitution and duties defined in these by-laws;
    4. To coordinate the responsibilities, duties, and activities of the Board;
    5. To act as the official spokesperson of the Association;
    6. To chair the meetings of the Board of Directors and Executive Committee;
    7. To be accountable for progress towards adaptation of outstanding charges or mandates from the National Membership Meeting and Board of Directors in a manner that maximizes productivity;
    8. To serve, for the year following the term as President, as a member of the Advisory Board and as an ex-officio member of the Board of Directors with the right to attend meetings of the Executive Committee;
    9. To prepare an agenda for meetings of the Executive Committee and Board of Directors;
    10. To publish objectives of the Board of Directors within one month of the first Board of Directors in-person meeting.

Section 5. Duties of the Vice President

The Vice President shall have the following responsibilities:

    1. To perform the duties of the President in the President’s absence;
    2. To coordinate all nominations and elections;
    3. To oversee the content planning for the National Conference;
    4. To act as the liaison for the Board of Directors to the National Conference Coordinating Council;
    5. To oversee the content planning for the Leadership Summit;
    6. To act as the liaison for the Board of Directors to the Director of Leadership Summit;
    7. To oversee the process of amending the By-Laws and Constitution in accordance with the goals of the Association;
    8. To oversee the job performance of each Director.

Section 6. Duties of the Director of Finance

The Director of Finance shall have the following responsibilities:

    1. To serve as the Association’s Chief Financial Officer (CFO);
    2. To administer the general operating funds of the Association;
    3. To keep accurate records of all monies, accounts, and properties of the Association;
    4. To manage the collection and distribution of all funds;
    5. To coordinate with the Board of Directors in preparing an annual budget financial statement;
    6. To send monthly financial statements to the Board of Directors;
    7. To prepare financial reports for the Board of Directors at each meeting and the membership at the National Membership Meeting;
    8. To prepare, by and with the advice and consent of the Board of Directors, a projected budget for the next fiscal year and to present the projected budget at the National Membership Meeting for approval;
    9. To have the proper material and documentation available at the National Conference in order for the incoming Board of Directors to assign signature access to the appropriate persons.
    10. To serve as Co-Chair of the Committee on Finance and Fundraising.
    11. To assist the Director of Administration & CIO in filing the Two-Year Report for Non-Profit Corporations with the District of Columbia Department of Consumer & Regulatory Affairs by 15 January of even-numbered years, and the yearly taxes of NAGPS

Section 7. Duties of the Director of Communications

The Director of Communications shall have the following responsibilities:

    1. To serve as the Association’s Chief Communication Officer (CCO);
    2. To oversee publication and distribution of a national newsletter at least four times a year;
    3. To manage and direct internal and external communications of the Board;
    4. To implement communication strategies that promote the purpose and agenda of the Association;
    5. To oversee public relations for the Association;
    6. To manage all publications of the Association;
    7. To strive to produce a positive image of the Association by providing assistance to the President in his/her duty as the official spokesperson of the Association;
    8. To compile the annual written reports of each Director to submit to the organization at the National Conference.

Section 8. Duties of the Director of Administration

The Director of Administration shall have the following responsibilities:

    1. To serve as the Association’s Secretary & Chief Information Officer (CIO);
    2. To oversee, with the Director of Finance & CFO, the filing of the Two-Year Report for Non-Profit Corporations with the District of Columbia Department of Consumer & Regulatory Affairs by 15 January of even-numbered years, and the yearly taxes of NAGPS;
    3. To record the proceedings of all official business meetings and distribute them to the Board of Directors within five (5) working days;
    4. To oversee the establishment, maintenance, and administration of electronic mail distribution lists, internet account, and webpage;
    5. To manage a clearinghouse of information for the membership including a membership database;
    6. To conduct all mail-balloting for the Association;
    7. To make available online a comprehensive database of membership information in coordination with the Director of Outreach;
    8. To prepare a report, including text, of all resolutions of the current Board of Directors for the membership at the National Membership Meeting.

Section 9. Duties of the Director of Outreach

The Director of Outreach shall have the following responsibilities:

    1. To serve as Chair of the Outreach Board;
    2. To create and maintain a comprehensive database of membership information to be made available online by the Director of Administration;
    3. To assess member needs and present conclusions and recommendations to the Board of Directors and membership;
    4. To devise and execute a national strategy for recruitment and retention of members;
    5. To work in conjunction with regional officers to promote the Association to potential members;
    6. To promote Association activities, programs, and services to members;
    7. To acknowledge excellence in member activities through an awards program.

Section 10. Duties of the Director of External Affairs

The Director of External Affairs shall have the following responsibilities:

    1. To initiate, maintain, and improve relations between the Association and other professional organizations and companies;
    2. To strive to produce a positive image of the Association by providing assistance to the President in his/her duty as the official spokesperson of the Association;
    3. To investigate opportunities for outside support of Association activities;
    4. To contact companies and professional organizations for financial support of the Association;
    5. To develop and sustain a comprehensive strategy for corporate solicitation including corporate solicitation materials to be developed in conjunction with the Director of Communications and Director of Administration;
    6. To provide guidance for the National Conference Coordinator on solicitation and solicitation policy of the Association, and support the Vice President on gaining sponsorships, and outreach to potential partners for National Conference;
    7. To keep the Board of Directors abreast of companies contacted and activities involving professional organizations;
    8. To assist the Director of Legislative Affairs in reviewing contracts related to the Advocacy Summit/LAD.
    9.  To develop strategies for engaging NAGPS alumni and developing and maintaining the NAGPS Alumni Association.
    10. To serve as Co-Chair of the Committee on Finance and Fundrasing.

Section 11. Duties of the Director of Legislative Affairs

The Director of Legislative Affairs shall have the following responsibilities:

    1. To monitor pending federal legislation and provide analysis;
    2. To recommend advocacy efforts;
    3. To issue policy statements or calls to action when needed;
    4. To coordinate grassroots efforts to support the legislative mission of the Association;
    5. To plan the Association’s bi-annual Legislative Action Days;
    6. To develop the Association’s Legislative Platform. Changes to the Platform must be approved at the National Membership Meeting.
    7. To serve as Chair of the Legislative Concerns Committee.

Section 12. Duties of the Regional Directors

The Regional Directors shall have the following responsibilities:

    1. To represent interests of the members of their Region to the Board of Directors;
    2. To be responsible for the recruitment and retention of members within their region;
    3. To promote the Association to potential members in conjunction with the Director of Outreach;
    4. To provide monthly updates on Association activities to members within their region via their electronic Regional discussion list, and/or the production of a Regional newsletter;
    5. To coordinate efforts of regional and state volunteers;
    6. To serve or appoint a regional representative to serve on the Outreach Board.

Section 13. Duties of the Committee Chairs

The Committee Chairs shall have the following responsibilities:

    1. To be responsible for coordination of Association efforts regarding their Committee issues at the national level;
    2. To advise the Board of Directors on issues of concern to their Committees;
    3. To represent interests of the members of their Committee to the Board of Directors;
    4. To provide regular updates on Association activities to the members of their Committee via their electronic Committee discussion list, and/or the production of a Committee newsletter.
    5. To serve on the Advocacy Board.

Section 14. Eligibility and Duties of the Immediate Past President

    1. To assist and guide the Director of Relations, in developing and maintaining sponsor and
      partner relationships for the Association and, organizing NAGPS fundraising events, engaging NAGPS alumni, and developing and maintaining the NAGPS Alumni Association

Section 15. Disclosure of Essential Information to Membership

    1. If the Board of Directors or Executive Committee develops any documents that describe official rules and/or procedures governing their business, such documents shall be posted in a location known to and readily available to the membership at all times while such documents are in effect. The Board shall broadcast a notice to the membership anytime changes are made to such documents.
    2. The Board of Directors shall broadcast a notice to the membership anytime a position on the Board becomes vacant. This notice shall describe to the membership when and how the election to fill the vacancy will be carried out.
    3. The Board of Directors and Executive Committee shall ensure that the minutes of their meetings during the current term are posted in a location known to and readily available to the membership.
    4. The minutes of each Board meeting shall report expenses carried out since the last Board meeting.
    5. The Board of Directors and Executive Committee shall ensure that the budget and a description of all line items of the association is posted in a location known to and readily available to the membership.

Section 16. Duties of the Director of Compliance.

The Director Compliance shall have the following responsibilities:

    1. To serve as the Association’s Chief Compliance Officer (CCO);
    2. To serve as an independent non-voting member of the Board of Directors, reporting to the membership;
    3. To serve as an independent non-voting member of the Executive Committee;
    4. To review that the performance of NAGPS, its officers, offices, members, and agents is in compliance with the Articles of Incorporation, Constitution, Bylaws, resolutions, and policies of NAGPS; and
    5. To periodically, and no less frequently than quarterly, report to the membership on the condition of NAGPS compliance.

ARTICLE IV. NOMINATIONS AND ELECTIONS

Section 1. All candidates for the Board of Directors shall meet the qualifications for the Board of Directors.

Section 2. Regional Directors shall be elected by their respective regions at the Regional Membership Meeting that are held during the annual National Conference. In the event that a region does not meet quorum at that meeting, or there are procedural issues that prevents a fair election, the selection process can then take place in accordance with the bylaws of the region, and with the assistance of the NAGPS Board of Directors, if requested.

Section 3. The President, Vice President, Director of Finance, Director of Compliance, Director of Legislative Affairs, and Director of External Affairs shall be elected by the membership at the National Business Meeting. The order of election shall be: President, then Vice President, then Director of Finance, then Director of Compliance, Director of Legislative Affairs, and then Director of External Affairs.

    1. Nominations may be made by any member, either at the National Membership Meeting or in writing to the Board of Directors before the start of the National Membership Meeting.
    2. During the election, each candidate shall be allotted three minutes to speak on his or her behalf. Three minutes per candidate shall be allotted for questions. Prior to voting for each position, five minutes shall be allotted for a closed discussion by the membership. None of the aforementioned times may be extended except by a vote of ⅔ of the members present.
    3. No candidate for the position under consideration shall be present during the closed discussion.
    4. Except as provided by a unanimous vote at the National Membership Meeting, the vote shall be by secret ballot, the votes shall be tallied in full view of the membership, and the results of the election disclosed immediately.
    5. For all elections, if there are more than two candidates for a position, preferential voting shall be used.

Section 4. The Director of Communications, Director of Administration, Director of Outreach, Director of Relations, Director of Legislative Affairs, and the Chairs of the Standing Committees shall be elected simultaneously by secret ballot.

    1. The Board of Directors shall set a deadline for nominations for the aforementioned positions that shall not be before the conclusion of the election for the Director of Finance. Nominations may be made by any member or by any Standing Committee either at the National Conference or in writing to the Board of Directors.
    2. The Board of Directors shall make a best effort to notify nominated individuals immediately after the nomination deadline. The Board of Directors shall announce all nominated candidates to the members present at the National Conference.
    3. The Board of Directors shall arrange a time and place at the National Conference for members to meet with and ask questions of the candidates, in a manner set by the Board of Directors. This time shall last at least one hour and shall be set between the deadline for nominations and the deadline for ballot submission. This time and place need not be in a formal Business Meeting.
    4. The Board of Directors shall organize a secret ballot for these positions and shall set a deadline for ballot submission, allowing at least 24 hours notice between the nomination deadline and the ballot deadline. The Board of Directors shall announce the results of the election as soon after collecting all ballots as possible, and in all cases before the conclusion of the National Conference. If three or more candidates run for a particular position, preferential voting will be used for that position.
    5. In the case that one individual is nominated for more than one position, he or she will be asked to indicate his or her preference at the time of nomination. If an individual wins two or more elections, he or she will be appointed to the position previously indicated as his or her preference. The positions the individual does not select will be awarded to the candidate with the next highest vote total.
    6. In the event that there are positions that are vacant at the end of the elections, a runoff election shall be held at a time during the National Conference scheduled for this purpose.
    7. Directors who are candidates in these elections shall have no vote in the Board of Directors on any matter pertaining to this section. For all such matters, a quorum of the Board of Directors shall be a majority of Directors who are not candidates in any of these elections.

Section 5. Preferential Voting

    1. Each voter shall rank the candidates in order of preference.
    2. No candidate shall be ranked twice and no candidates shall be ranked equally.
    3. The candidate that receives a majority of the first preference ranking shall win the election.
    4. In the case that no candidate receives a majority of the first preference ranking, the candidate with the fewest number of first preference ranking shall be eliminated and the candidate’s ballots shall be redistributed at full value to the remaining candidates according to the next ranking on each ballot. If a ballot has no more available choices ranked on it, the ballot shall be declared “exhausted” and not counted.  This process shall continue until one candidate receives a majority of the votes.

Section 6. Candidates in an election for an NAGPS board position shall be allowed to cast a vote in that election if they are the only representative from their university in attendance at the national conference.

Section 7. In the event that there are no nominations for a given Board of Directors position, the newly elected Board of Directors may fill this vacant position by a simple majority vote at a meeting taking place before the new term begins where a simple majority of the newly elected Board of Directors are present.

ARTICLE V. NATIONAL CONFERENCE COORDINATING COUNCIL

Section 1. Qualifications

To become a candidate for the National Conference Coordinating Council, a member organization shall submit a letter of approval from their council to the Board of Directors. The letter shall include the appointment of a member of the organization to serve as the Director of National Conference.

Section 2. Bid Proposal Selection Process

    1. A National Conference bid proposal selection process shall be conducted at the National Membership Meeting. Each candidate for the National Conference Coordinating Council shall present a proposal for the National Conference including, but not limited to:
      1. Dates of conference.
      2. Location and member organization overview.
      3. Conference schedule and overview.
      4. Meeting facilities.
      5. Accommodations.
      6. Projected budget.
      7. Projected expenses for an attending organization.
      8. Name of the Director of National Conference.
      9. Required assistance from the Association.
    1. Five (5) minutes shall be allotted for questions.
    2. Prior to voting, a five-minute closed discussion will be held by the membership. No candidate shall be present during this time. The vote shall be by secret ballot, the votes shall be tallied in full view of the membership, and the results of the vote disclosed immediately.
    3. The National Conference Coordinating Council shall be appointed by the Vice President, including recommendations by the National Conference Director for members of the council whom attend the host institution.

Section 3. Extended Deadline In the event no member submits a bid proposal to be the National Conference Coordinating Council, the Board of Directors shall accept written bid proposals for an additional two months from the National Membership Meeting. Bid proposals received shall be distributed to all tenured members for comment. After a two-week period following the extended deadline, the Board of Directors shall select a bid for proposal.

Section 4. No Bid Proposals In the event no member has submitted a bid proposal by the date of the extended deadline, the Board of Directors shall select a Director of National Conference.

Section 5. Responsibilities The National Conference Coordinating Council shall assist the Director of National Conference in completing all tasks necessary to carry out conference proceedings. The National Conference Coordinating Council shall assemble a conference notebook containing information about the activities and structure of the National Conference.

Section 6. Dates The National Conference Coordinating Council shall ensure that the National Conference occurs between 15 October and 1 December each year.

Section 7. Benefits The National Conference Coordinating Council shall not be assessed dues for the membership term of the National Conference.

ARTICLE VI. COMMITTEES, BOARDS, AND ASSISTANT DIRECTORS

Section 1. Advocacy Committee

The Advocacy Committee shall be comprised of the Director of Employment Concerns, Director of International Student Concerns and the Director of Social Justice Concerns. The three advocates will choose a chairperson among themselves who will maintain a non-voting position on the Executive Committee. Any NAGPS member shall be invited to participate on the Advocacy Committee. The Advocacy Board shall work together on projects and campaigns to address issues which affect graduate students from their respective areas of focus.

Section 2. Outreach Committee

The Outreach Committee shall be comprised of Director of Outreach, Regional Directors  Regional Directors of Outreach, Director of Communications, and any NAGPS member in good standing who indicates interest in serving on the Committee. The Outreach Board shall designate appropriate membership categories for each applicant and certify satisfaction of requirements for membership. The committee shall advise the Board of Directors concerning strategies for member recruitment and retention. The Director of Outreach shall serve as Chair of the Outreach Board and a simple majority of Regions shall constitute quorum. The Special Assistant for Member Development shall be primarily responsible for developing member resources to aid in their organizational and leadership development and training, and any other resources necessary for member growth. They are also responsible for increasing the accessibility of these resources. The Special Assistant for Leadership Development shall be primarily responsible for developing the Leadership Academy and resources to improve the leadership skills of its members.

Section 3. Committee Membership

Any member in good-standing shall have the right to serve on any Standing Committee of the Association. Assistants to the Directors shall serve on their respective Committees.

Section 4. Standing Committees

The Standing Committees of the Association shall be the:

    1. Advocacy Committee
    2. Legislative Concerns Committee.
    3. Committee on Finance and Fundraising

Section 5. Director of Employment Concerns

The Director of Employment Concerns shall plan and formulate action concerning the issues of employment during and after the attainment of a graduate and/or professional degree.

Section 6. Director of International Student Concerns

The Director of International Student Concerns shall monitor campus issues, and state and federal legislative and policy developments that affect the ability of graduate and/or professional students from other countries to study in the United States. The Advocate shall work to ensure that international students are well-informed, fairly treated, and able to participate in the governance of the Association.

Section 7. Director of Social Justice Concerns

The Director of Social Justice Concerns shall work to ensure that the Association membership reflects the diversity of our nation’s many cultures and lifestyles through contact with student groups working for diversity on a local or national level. The Advocate shall coordinate the development and advocacy of policies and programs which provide for a diverse learning environment for graduate and/or professional students and shall recommend such policies for implementation to the Board of Directors.

Section 8. Legislative Concerns Committee

The Legislative Concerns Committee shall monitor pending federal legislation, recommend advocacy efforts, issue policy statements, provide analysis, issue calls to action when needed, and coordinate grassroots efforts to support the legislative mission of the Association. The Committee shall assist the Director of Legislative Affairs in developing the Association’s Legislative Platform. The Director of Legislative Affairs shall be the chair of this committee. Regional Legislative Concerns Chairs shall be members of the Legislative Concerns Committee. The Special Assistant for Legislative Analysis shall be primarily responsible for monitoring legislative policy and communicating relevant information to the membership and the Legislative Concerns Committee. The Special Assistant for Legislative Events shall be primarily responsible for organizing and carrying out the Advocacy Summit and Legislative Action Days, as well as any other ad-hoc legislative training. 

Section 9. Committee on Finance and Fundraising

The Committee on Finance and Fundraising shall be responsible for developing strategies for increasing and diversifying revenue sources of the Association. The committee shall also be responsible for assisting the Director of Finance in: (1) monitoring the NAGPS budget, (2) producing finance reports, and (3) developing a proposed budget for the National Membership meeting at the National Conference. The committee shall also be responsible for assisting the Director of External Affairs in preparing and reviewing financial agreements between NAGPS and its partners. Voting membership of the committee shall include the Director of Finance and the Director of External Affairs who will serve as co-chairs, and the regional Directors of Finance or regional designee. of this committee. Regional Vice-Chairs will also serve as committee members, along with any student from a member institution who is interested in serving. Non-voting membership in this committee shall also be open to any student member of the Association upon review and recommendation by the respective regional Director of Finance or regional board.  

Section 10. Administrative and Communications Committee

The Administrative Committee shall be comprised of Director of Administration and the Director of Communication, who shall co-chair the committee, and any NAGPS member in good standing who indicates interest in serving on the Committee. The Administrative Committee shall develop appropriate resources and materials to improve the administration and communication of the Association. The Special Assistant for Online Development shall be primarily responsible for maintaining and updating the website, as well as any other online presence of the association. The Special Assistant for Analytics shall be primarily responsible for conducting information-gathering activities, including creating, distributing, and analyzing surveys on the membership and graduate education, as needed

Section 11. Committee on External Affairs

The Committee on External Affairs shall be responsible for developing and maintaining relationships with external persons and organizations. The Director of External Affairs will serve as chairs of this committee, and any student from a member institution is eligible to serve as a member. The Special Assistant for Alumni Relations shall be responsible for maintaining updated contact information for former members and officers of the Association, and developing and expanding relationships with those persons.

Section 12. Ad Hoc Committees

The President shall have the right to establish ad hoc committees to pursue specific goals of the Association. The Chair of each ad hoc committee must meet the qualifications of a Director and shall serve as a non-voting Director of the Board of Directors. All ad hoc committees shall terminate with the Board of Directors under whom it was established. 

    1. As of 2019, the BoD along with the approval of membership decided on developing a Strategic Planning Committee. The leadership of the Association is comprised of graduate-professional students currently studying at colleges and universities in the United States. The nature of the Association’s leadership results in high volume and high frequency turnover of the leadership and frequent turnover in leadership year over year has resulted in an inconsistent focus and organizational direction for the Association. In addition, inconsistent focus and organizational direction have been a long time challenge for the Association that it has attempted to address. Therefore, in lieu of a full time administrator to retain institutional knowledge in the form of a person, a long term strategic plan could serve as an anchor point and frame of reference for Association leadership and membership to refer to when making decisions; and therefore, be it . The committee shall engage the NAGPS community throughout the year at Association events and virtual town halls to gather input and feedback from Association membership and stakeholders. The committee shall provide Association membership with regular updates on its progress in developing the strategic plan throughout the year and  be comprised of members of the national board of directors, regional boards and committees, past Association leadership, and National Advisory Board Members.
    2. As of 2019, the membership called for the creation of an ad-hoc Election Procedure and Board Term Committee to operate during the 2020 year, and be chaired by the Association’s President. The committee will be charged with investigating and recommending changes to the current election procedure that are more inclusive, encourage more participation, and better prepare the membership to make more informed decisions. The committee will also be charged with investigating potential changes to the terms members of the board of directors serve. This committee shall engage the NAGPS community throughout the year at Association events, and virtual town halls to gather input and feedback from Association membership and stakeholders. This committee shall provide Association membership with regular updates on its progress throughout the year. This committee be comprised of members of the national board of directors, regional boards and committees. This committee shall complete its election procedure recommendation process by no later than July 31st, 2020 after which time the committee will draft a resolution to amend the Association bylaws to adopt the recommended process, which will be sent to the membership for an email vote. Lastly, this committee shall present its options for potential changes to board term to Association membership at the 2020 national conference and membership meeting for the membership to consider.

Section 13. Suspension of Committees

A majority of the membership shall have the right to initiate an inquiry into the proceedings of any committee and suspend a committee until such a time as a majority vote is cast by the membership to return the committee to active status.

ARTICLE VII. NAGPS JOURNAL OF RESEARCH LEADERSHIP & ADVOCACY (JLAR)

Section 1. The Journal

    1. The Association will operate an open access journal focused on leadership, research, and advocacy.

Section 2. The Editor-in-Chief

    1. The Editor-in-Chief of the JLAR will:
      1. Oversee the approval of papers, content, and operations of the Journal.
      2. Approve all Associate Editors and Reviewers of the Journal.
      3. Establish policies and procedures of the Journal and convene Editorial Board Meetings regularly.
      4. Serve as an ex officio member of the Board of Directors with no voting privileges, and may participate in quarterly meetings of the Board of Directors.
      5. May attend in person board meetings at the request of the President or the Board.
      6. Be appointed to a 3-year term by the NAGPS President under the advisement of the Board of Directors. The Board of Directors is responsible for confirming any nomination and may replace the Editor in Chief at any point with reference to Article X of these bylaws

ARTICLE VIII. MEETINGS

Section 1. Call

    1. The membership shall convene at the request of the Board of Directors or three member organizations.
    2. The Board of Directors shall convene at the request of the President, two members of the Board of Directors, or two member organizations.
    3. The Executive Committee shall convene at the request of a Director or two member organizations.

Section 2. Board of Directors Meeting Provisions

    1. The Chair shall have the right to vote when his/her vote affects the outcome.
    2. A majority vote at a meeting of the Board of Directors shall determine the outcome of any matter, unless otherwise specified.
    3. A copy of the minutes from each meeting shall be sent to all members within two (2) weeks of the meeting.
    4. An agenda shall be sent to the Board of Directors at least twenty-one (21) days prior to any physical meeting and fourteen (14) days prior to any non-physical meeting.
    5. The date and time of the meeting shall be announced to the membership, at least seven (7) days in advance.
    6. The Board of Directors shall meet at least quarterly.
    7. A Region or Regional Director shall have the right to appoint a person to act as proxy for that region, in writing. The proxy shall not be a Board member and shall be a member or member constituent of the respective region. The proxy shall be valid when approved by a majority at the respective regional membership meeting.

Section 3. Executive Committee Meeting Provisions

    1. The Chair shall have the right to vote when his/her vote affects the outcome.
    2. A majority vote at a meeting of the Executive Committee shall determine the outcome of any matter, unless otherwise specified.
    3. The Executive Committee shall meet at least monthly.
    4. An agenda shall be sent to the Executive Committee at least (7) days in advance.

Section 4. National Membership Meeting Provisions

    1. A majority vote at a meeting of the membership shall determine the outcome of any matter, unless otherwise specified.

Section 5. Regional Membership Meeting Provisions

    1. Regional Membership Meetings shall be conducted in a manner agreed upon by the members of the Region.
    2. Resolutions and amendments to the Constitution and By-Laws approved at a Regional Membership Meeting shall be presented as a motion at the National Membership Meeting.
    3. The Regional Director and any other Regional Officers shall be elected at a Regional Membership Meeting.
    4. The Annual Regional Membership Meeting shall be scheduled each year in conjunction with the Regional Conference.

Section 6. Regional Conferences

    1. Regional Boards approve the host institution for regional conferences, dates, and set registration fees.
    2. The Regional Board and the host institution develops content.
    3. If the host institution is relying on registration fees to cover the conference expenses, or requesting to receive registration fees collected by the Association, national board approval is required for the budget and registration fees. The national board is allowed to require adjusted registration fees and expenses based on historical data to assure the conference is financially viable.
    4. An agreement between conference director at the host institution and Regional Director must be signed detailing the responsibilities of the host, dates of the event, and how conference funds will be secured.
    5. As of 2019, NAGPS implemented an equitable structure that provides regions access to their respective regional conference revenue. This process will overseen by the Finance and Fundraising Committee.

ARTICLE X. REMOVAL AND ABSENCE OF DIRECTORS

Section 1.  A majority of the electorate shall have the right to remove a member of the Board of Directors for malfeasance, misfeasance or nonfeasance.

Section 2. Any member of the Board of Directors shall have the right to impeach, with formal allegations, another member of the Board of Directors for malfeasance, misfeasance or nonfeasance. A two-thirds majority of the Board of Directors shall have the right to remove a member of the Board of Directors within a one-week calendar period from the date of impeachment. The Board of Directors shall immediately make known the outcome of the vote and the allegations to the membership.

Section 3. In the event that a Director shall have a temporary incapacity to perform the duties of the office, the Director, with the exception of the President, shall have the right to request a leave of absence from the President. The Board of Directors shall have the right, by a majority vote, to grant a leave of absence to the President. In no event shall any leave of absence exceed four months, nor shall a leave of absence extend beyond the end of the term of office. The categories of leave of absence are as follows:

    1. Finite leave of absence – a Director shall have the right to request a finite leave of absence if the end-date of the temporary incapacity is known. On completion of the term of leave, the Director shall resume the office or submit a resignation.
    2. Indefinite leave of absence -a Director shall have the right to request an indefinite leave of absence if the member does not know the end-date of the incapacity.

Section 4. The President or Board of Directors, on granting a leave of absence, shall nominate within thirty (30) days a qualified person to serve in the position on an interim basis, subject to approval by a majority of the Board of Directors.

Section 5. In the event that a Director on a leave of absence is unable to resume the office at the end of a finite leave of absence or after four months on an indefinite leave of absence, the Director shall be considered as resigned from office and the interim Director shall assume the office without need for a ratification from the Board.

Section 6. Removal or resignation of a Director or Regional officer shall not entitle said person to financial restitution. All property of NAGPS shall be returned upon removal or resignation.

Section 7.

    1. Notwithstanding Article X, Section 1 and Section 2, the Director of Compliance is an independent member of the Board of Directors and officer of NAGPS, and as such, shall not be subject to impeachment or removal from office by the Board of Directors.
    2. In the event the Board of Directors seeks the impeachment or removal of the Director of Compliance from office, the Board of Directors, by two-thirds majority vote, may report allegations of malfeasance, misfeasance, or nonfeasance to the membership.
    3. The membership shall have the right to remove the Director of Compliance from office for malfeasance, misfeasance or nonfeasance.

ARTICLE XI. COMPENSATION

Section 1. A majority of the Board of Directors shall have the right to pay the President a stipend. The Association shall not pay any other Director a salary.

Section 2. A majority of the Board of Directors shall have the right to reimburse any Director or Member for expenses incurred in furthering the purpose of the Association, as defined in Article II of the Constitution.

Section 3. Related Compensation No Director shall receive compensation from any company with a current working relationship with the Association from the time of election until one year after leaving the Board of Directors.

ARTICLE XII. INDEMNIFICATION

For the Association to indemnify a Director for the reasonable expenses of a legal action, the individual shall have acted in furtherance of the purpose of the Association, as defined in Article II of the Constitution, and in accordance with directives of the Board of Directors.

ARTICLE XIII. PARLIAMENTARY PROCEDURES

All procedural matters not specified herein shall be resolved in accordance with the latest edition of Robert’s Rules of Order, Newly Revised.

ARTICLE XIV. DISSOLUTION

Assets remaining after the dissolution of the Association and the satisfaction of creditors shall be transferred to organizations which have both a similar purpose to the Association, as defined in Article II of the Constitution, and which comply with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.