National Association for Student Activities

Bylaws of Incorporation

If you need to look up the guidelines on how to proceed...the answer is probably right here!

These Bylaws of Incorporation were last revised in January 2022.

ARTICLE I: NAME

The name of the organization shall be the National Association for Student Activities (NA4SA, sometimes referred to as "Association").

ARTICLE II: MISSION STATEMENT

We connect and inspire Student Activity advisors with the ideas and resources that empower students to grow as leaders and transform their schools and communities. Through the sponsorship of an annual National Conference on Student Activities (NCSA), the Association shall provide program strands that encourage participation from a wide variety of activity advisors, school administrators, leadership educators, workshop and conference trainers, motivational speakers, and consultants. NCSA shall facilitate networking and presentations that give tested and innovative ways of teaching leadership, communications, motivation, teamwork, personal organizational skills, problem solving, and project and event planning.

To accomplish this mission, the Association shall:

Organize an annual conference to provide workshops, hands-on training materials and speakers for use in school, district, state, regional, or national student and adult leadership training programs

Facilitate the sharing of best practices, resources and program ideas through the annual conference and a variety of publications

Continue to research and to disseminate how participation in student leadership programs aligns with district and state curriculum standards and supports student achievement and success.

Support nationwide networking and social interaction among members

Collaborate with other organizations such as National Association of Secondary School Principals (NASSP), National Association of State Student Council Executive Directors (NASSCED), and Alliance for Student Activities in the development of high quality student and adult leadership training programs.

ARTICLE III: MEMBERSHIP

Membership in this Association shall include professionals who have a desire to network with peers and learn strategies for effective student leadership training and development.The focus will be on individuals at the secondary school level and may include:
- Student activity advisors, especially advisors to student council, National Honor Society, class government, including other school clubs and organizations
- Directors of student activities or school administrators who oversee or coordinate school student activity programs and leadership development
- State student council executive directors
- Directors and staff members of state, regional, and local leadership workshops and camps
- Teachers of leadership classes
- Leadership speakers and consultants
Membership in at least one of the aforementioned groups qualifies a person to be a member.
Individuals seeking membership must apply in accordance with instructions provided by the Board of Directors.
Membership entitles members to attendance at Association conferences and programs, access to social media networking opportunities, and Association resources. Members in good standing may self-nominate for elected or appointed positions by completing the necessary application process.
The Board of Directors, in consultation with the Executive Director, shall determine the annual member dues and date of payment of dues.
Each year the Board of Directors in consultation with the Executive Director and the NCSA host shall determine the registration fee for conference.

ARTICLE IV: BOARD OF DIRECTORS

Duties

The Board:

Shall be vested to manage and control the affairs, business, and property of the Association.
May authorize an external audit of financial records of the organization.
Shall interview and appoint an Executive Director for a three-year term based on provisions established in these Bylaws.
Shall develop a process for and conduct an evaluation of the Executive Director.
Shall create a standing committee composed of the Dr. Earl Reum Award winners since 2004 and the Workshop Directors of the Year. This committee shall select the Regional and National Dr. Earl Reum Award winners based on procedures established by the Executive Director and the Board of Directors.
Shall appoint additional standing and/or ad hoc committees as they shall determine.
Shall establish a working agreement delineating the relationship with NASSCED to continue its close cooperation with the Association in the hosting and selection of the site for the NCSA to coincide with the NASSCED Mid-WInter Meeting in early December.
Shall periodically develop a Strategic Plan, evaluating progress toward its defined goals and objectives on a regular basis and refining this plan as deemed necessary. The Board may establish a Strategic Planning Committee, as provided for above, to facilitate input and participation from the membership. This Strategic Plan shall incorporate organizational goals that reflect one or more of the following defined Operational Principles:

Connect Student Activity Professionals
Inspire Personal Growth
Share Resources and Ideas
Empower Student and Adult Leaders
Promote the Value and Impact of Student Activities

Election and Terms

There shall be a Board of Directors, comprised of a maximum of fourteen (14) members; eight (8) regional voting members, the Executive Director, immediate Past President, and up to four (4) non-voting members.

Regional Voting Members. Each member will serve a three (3) year term. Prior to the annual NCSA, the Board shall elect two (2) or three (3) regional members based on a rotation established by the Board. Two (2) members shall be elected from each of the four (4) regions: Eastern, Central, Southern and Western. The states comprising each region are as follows:
- Eastern: Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia
- Central: Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin
- Southern: Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas
- Western: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, New Mexico, Nevada, Oregon, Utah, Washington, Wyoming
Executive Director. The Executive Director shall be a non-voting member of the Board.
Past President. The immediate Past President shall be a non-voting member of the Board for the year following the end of their term as President.
At-large Members. Up to four (4) additional members may be elected at-large by the Board of Directors on an annual basis, to serve as non-voting members and offer desired and relevant expertise or perspective related to important matters.

The Board of Directors may, but need not, appoint members of the Association to fill some or all vacancies on the Board of Directors in the event of unexpired terms.

Meetings

The Board of Directors shall meet at least quarterly, by conference call or in person at a designated location determined by the Board of Directors.
The President or Executive Director may call additional conference call meetings.
Board members are expected to attend at least 75% of all scheduled meetings or conference calls.
For all meetings (including conference calls) of the Board of Directors, 51% of the voting members shall constitute a quorum.
Members must contact the Executive Director and the President at least 24 hours prior to the scheduled call if they are unable to participate in a meeting or conference call for
any reason.

ARTICLE V: OFFICERS

The Board of Directors shall elect from the Board four (4) officers of the Association: President, Vice President, Treasurer, and Secretary
The President shall:
1. Have authority to call all meetings of the Board after consultation with the Executive Director.
2. Have authority to sign all official documents of the Association.
3. Appoint standing or ad hoc committees of the Association.
4. Prepare agendas for meetings of the Board of Directors in conjunction with the Executive Director.
The Vice President shall:
1. Perform duties and have authority which may be delegated to the Vice President by the President or by the Board as deemed necessary.
2. Perform the duties of the President and may be vested with the authority of the President in the event of his/her death, disability, absence, inability, or refusal to act.
The Treasurer shall:
1. Be responsible for all fiscal and related reports.
2. Be responsible for over-seeing an annual internal audit of all financial records of the Association.
3. Review all financial reports and records submitted by the Executive Director before submitting them to the Secretary who will keep all financial records.
4. Be responsible for tax and other reporting and compliance with the assistance of the Executive Director.
5. Designate a second signatory, approved by the Board of Directors, for the Association checking account to fulfill the financial obligation of the Executive Director in case of an emergency or death.
The Secretary shall:
1. Record and keep minutes of all meetings of the Board of Directors.
2. Keep a copy of all financial reports and records following their review by the Treasurer.
The nomination and election of officers shall take place at a meeting of the Board of Directors during the NCSA, or at a time and place to be determined by the Board prior to January 1 of the year their terms are to begin.
Each member of the Board of Directors shall have one vote for each office. A majority vote shall be necessary for election.
The term of office shall be one year and a current officer may be re-elected any number of times.
An officer shall return to the Association any payment made to him/her as compensation or as reimbursement for Association expenses that are disallowed by any federal or state agency as, or found by a court to be, unreasonable or have a purpose other than compensation or reimbursement.

ARTICLE VI: EXECUTIVE DIRECTOR

The Executive Director shall be appointed by the Board of Directors for a term of three years, beginning January 1 and ending December 31.
A written job description for the position of Executive Director shall be adopted by the Board of Directors prior to the beginning of each three-year term.
The Executive Director shall be paid an honorarium, the amount to be set by the Board of Directors.
The Executive Director shall receive reimbursement for expenses and registration fee payment for the NCSA as well as for travel expenses to conferences and workshops associated with Association business as approved by the Board of Directors.
The Executive Director shall:
1. Be the spokesperson for the Association
2. Attend Association meetings and the NCSA and represent the Association.
3. Attend other designated meetings to represent the Association.
4. Prepare and maintain financial records for the Association under the supervision of the Treasurer
5. Prepare and submit the annual operating budget for the calendar year to the Board of Directors electronically by November 1.
6. Prepare and submit a financial report to the Board of Directors electronically by March 1.
7. Pay all bills of the Association
8. Prepare a check and deposit log for the Association treasurer and secretary.
9. Take other appropriate miscellaneous actions related to Association business, including, among others:
  1. Prepare an agenda for Board of Director meetings in conjunction with the President.
  2. Oversee and assist all established positions of the Board, including but not limited to the Dr. Earl Reum Awards Committee and the Board of Directors.
  3. Update and disseminate Association information and membership reports to the Board of Directors.
  4. Correspond with members and others who are seeking to be involved with the Association and its programs and activities.
  5. Provide an inventory of all Association records, materials, and financial reports and location of these items.
  6. Carry out additional duties at the discretion of the Board of Directors.
  7. Develop periodic newsletters to be disseminated to members.
  8. Update the Association website in conjunction with the Association webmaster.
  9. Assist the host with the development of the NCSA schedule and program.
  10. Provide advice to both present and future hosts.
  11. Contact NCSA keynote speakers, and presenters of special programs, presentations, and workshops.
  12. Process NCSA registration forms and fees. Coordinate with the conference host and oversee the payment of conference-related bills.
  13. Advertise and promote the annual NCSA and other programs as determined by the Board of Directors.
  14. Receive the final conference financial report and distribute it to the Board of Directors
  15. Collect and record payment of annual dues by Association members.
  16. Coordinate the selection of the regional and national Dr. Earl Reum Award recipients in conjunction with the Dr. Earl Reum Awards Committee. Secure the awards through donation or purchase and insure that they are prepared for the awards ceremony at the NCSA.
  17. Maintain archives to preserve the history of the Association.
Selection of Executive Director
1. The Executive Director shall be elected by the Board of Directors for a term of three (3) years beginning on January 1 of the year following the year of election.
2. The Board shall fill a vacancy at expiration of the term of the Executive Director by September 1, of the final year of the term or, if a vacancy occurs sooner for any reason, within ninety (90) calendar days of the effective date of the vacancy.
3. Applicants for the position shall be solicited in the spring issue of the newsletter and on the Association website.
4. An application form, with references and a resume, shall be sent to President of the Board of Directors or to his/her designee by May 15.
5. The Board of Directors members as a whole or a designated committee shall interview candidates by conference call prior to September 1 and selection shall take place by a vote of the Board of Directors by September 1.
6. A transition process shall be developed by the Board of Directors in consultation with both the outgoing and incoming Executive Director and implemented between September 1 and December 31 with the new Executive Director taking office on
  January 1.
7. In the event of a resignation before the end of the term, the Executive Director shall be asked to give sixty (60) days notice of termination of services and shall be asked to assist with the transition as a courtesy to the Association.

ARTICLE VII: NATIONAL CONFERENCE ON STUDENT ACTIVITIES

The Association shall hold an annual meeting for its members to be known as the National Conference on Student Activities (NCSA) at a date and location to be determined by the Board of Directors.
The location of the conference shall rotate among locations in the Eastern, Central, Southern and Western regions. Upon recommendation of the Executive Director, the regional rotation can be adjusted for cause. The Board of Directors must vote to approve a change in the regional rotation.
The site and host of the annual conference shall be recommended by the Executive Director to the Board of Directors for their approval.
The NCSA host shall be a local person/association who selects the hotel site, and assists in the organization of any pre-conference activities and evening social events; works with the Executive Director in the preparation of the schedule; selects the speakers and workshop presenters; and serves as a liaison with the host hotel.
The Executive Director shall assist with all conference planning and decisions based on planning guidelines and practices.

ARTICLE VIII: INDEMNIFICATION

Definitions. For purposes of this Article VIII, the following definitions shall apply:
1. "Corporate Agent" shall mean (i) any person who is or was an officer, director, employee or agent of the Association or of any constituent corporation absorbed by the Association in any consolidation or merger, (ii) any person who is or was a director, officer, trustee, employee or agent of any Other Enterprise (as hereinafter defined) (including, without limitation, a fiduciary of an employee benefit plan), serving as such at the request of the Association or any such constituent corporation; and (iii) any legal representative (including, without limitation, an executor or guardian) of any such director, officer, employee or agent.
2. "Other Enterprise" shall mean any domestic or foreign corporation (other than the indemnifying Association), partnership joint venture, sole proprietorship, trust, employee benefit plan or other entity, whether or not for profit.
3. "Proceeding" shall mean any pending, threatened or concluded (by judgment, settlement or otherwise) action, suit or proceeding, whether civil, criminal, administrative or investigative and including, without limitation, any arbitration or other form of alternative dispute resolution, and including without limitation, any proceeding by or in the right of the Association.
4. "Liabilities" shall mean judgments, fines, penalties (including, without limitation, any excise taxes imposed on the Corporate Agent by reason of serving as a fiduciary of an employee benefit plan), amounts paid in settlement and reasonable expenses (including attorneys' fees).
Association to Indemnify Corporate Agents. Any Corporate Agent who is, or is threatened to be made, a party or a witness to any Proceeding by reason of the Corporate Agent's status (or former status) as a Corporate Agent shall be indemnified by the Association for any Liabilities incurred or paid by such Corporate Agent including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the Association. Notwithstanding the foregoing, in no event shall the Association be obligated to indemnify the Corporate Agent if a judgment or other adjudication adverse to the Corporate Agent establish that the Corporate Agent's acts or omissions (a) were known or believed by the Corporate Agent to be contrary to the best interest of the Association in connection with a matter in which the person has a material conflict of interest, or (b) were not in good faith or involved a known violation of law, or (c) resulted in receipt by the Corporate Agent of an improper personal benefit.
Requests for Indemnification. All requests for indemnification by a Corporate Agent shall be in writing and shall be sent (by certified mail, return receipt requested or by hand delivery, overnight mail or fax) to the President of the Association at the principal office of the Association. The President shall promptly (but in no event later than two business days from the date of receipt) forward a copy of such request to the members of the Board. Such request shall be paid within five (5) business days from the date of the request or as otherwise agreed between the Corporate Agent and the Association.
Advancing Expenses. Expenses (including all reasonable costs, disbursements, and attorney fees) incurred by a Corporate Agent in connection with a Proceeding shall, upon request of the Corporate Agent, be paid in advance of the final disposition of the Proceeding. Such request shall be in writing and sent as provided in Section 3 above and shall also include an undertaking to repay such advances if it is ultimately determined that the Corporate Agent is not entitled to indemnification.
Article Deemed to be Contract This Article VIII shall be deemed to be a contract between each Corporate Agent and the Association and any subsequent repeal of or amendment to this Article VIII shall not affect a Corporate Agent's right to indemnification for Liabilities based upon any act or omission of the Corporate Agent while this bylaw is in effect.
Preservation of Other Rights. The rights of a Corporate Agent to indemnification under this Article VIII shall be in addition to any rights to indemnification that such Corporate Agent may have at law or in equity, including, without limitation, any right to indemnification under 15 Pa. C.S.A. 5743 or any successor provision thereto, as the same may be amended from time to time.
Insurance. The Board may authorize purchase of insurance to support its obligations under this Article VIII.

ARTICLE IX: AMENDMENTS

Amendments to these bylaws may be made by a majority vote of the Board of Directors. Board or Association members may submit proposed amendments in writing to the Board not fewer than thirty (30) calendar days prior to the date specified by the board as the date to vote on amendments.