Bylaws of the National Association for Student Activities

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

These Bylaws were last revised in January 2025.

ARTICLE I: NAME

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

ARTICLE II: MISSION STATEMENT

We connect and inspire Student Activity advisors with the ideas and resources that empower themselves and others to grow as leaders and transform their schools and communities.

To accomplish this mission, the Association shall:

  • Organize an annual National Conference on Student Activities (NCSA) in which the Association shall provide program strands that encourage active participation from the Advisors, Administrators, Advocates, and Allies of student activities.
  • Facilitate the sharing of best practices, resources and ideas throughout the year for Student Activity Professionals through a variety of programs.
  • Continue to research and disseminate how participation in student activity programs aligns with district and state curriculum standards, supports student achievement and success, and effectuates school improvement.
  • Promote and champion how serving as a Student Activity Professional enhances one's role as an educator.
  • Support nationwide networking and social interaction throughout the year for Student Activity Profeessionals through a variety of programs.
  • Collaborate with other organizations including but, not limited to, the National Association of Secondary School Principals (NASSP) and National Association of State Student Council Executive Directors (NASSCED) in the development of high quality student and adult leadership training programs.

ARTICLE III: WHO WE ARE & WHO WE SERVE

  1. This organization is comprised of, and serves, Student Activity Professionals who have a desire to network with peers, learn and implement strategies for effective student leadership training and development, and identify as part of a professional community dedicated to sharing and growing best practices in the field of Student Activities.
  2. The community of Student Activity Professionals we are, and serve, include but are not necessarily limited to:
    1. Advisors - of student council or student government, class government, National Honor Society, and any other school student clubs and organizations; staff members of state, regional, and local leadership workshops and camps; teachers of leadership classes.
    2. Administrators - directors of student activities or school administrators who oversee or coordinate district/school student activity programs and student leadership development, state student council Executive Directors, directors of state, regional, and local leadership workshops and camps.
    3. Allies - directors and leaders of organizations that directly work with student leaders or the adults who advise them, and have a compelling interest in the importance of student leadership and activities.
    4. Advocates - leadership speakers and consultants, educators who believe in the crucial role of Student Activities in improving student achievement and school climate/culture.
    5. Retired individuals in any category above who wish to continue their own professional growth and offer their expertise to the growth of others.
  3. The Board of Directors may establish criteria for membership and continuance of membership in the organization.

ARTICLE IV: BOARD OF DIRECTORS

A. Duties

The Board:

  1. Shall be vested to manage and control the affairs, business, and property of the Association.
  2. May authorize an external audit of financial records of the organization.
  3. Shall interview and appoint an Executive Director for a three-year term based on provisions established in these Bylaws.
  4. Shall develop a process for and conduct an evaluation of the Executive Director.
  5. Shall appoint an Executive Committee, consisting of the four Officers, as defined in Article V, and the Executive Director.
  6. 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 Plan Steering Committee and several subcommittees 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:
    1. Connect Student Activity Professionals
    2. Inspire Personal Growth
    3. Share Resources and Ideas
    4. Empower Student and Adult Leaders
    5. Promote the Value and Impact of Student Activities

B. Election and Terms

  1. There shall be a Board of Directors, comprised of a maximum of fourteen (14) members; eight (8) Regional Representatives who are voting members, the Executive Director, immediate Past President, and up to four (4) non-voting members.
    1. Regional Representatives. Each representative will serve a three (3) year term. Prior to the annual NCSA, the Board shall appoint two (2) or three (3) regional representatives based on a rotation established by the Board. Two (2) representatives 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
    2. Executive Director. The Executive Director shall be a non-voting member of the Board.
    3. Past President. The immediate Past President shall be a non-voting member of the Board.
    4. At-large Members. Up to four (4) additional at-large members may be appointed 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.
  2. 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.

C. Meetings

  1. The Board of Directors shall meet at least quarterly, virtually or in person at a designated location determined by the Board of Directors.
  2. There will be an annual meeting of the Board of Directors held in November or December, at which the four (4) officers are elected for the following calendar year.
  3. The President or Executive Director may call additional meetings.
  4. Board members are expected to attend at least 75% of all scheduled meetings.
  5. For all meetings of the Board of Directors, 51% of the voting members shall constitute a quorum.
  6. Members must contact the Executive Director and the President at least 24 hours prior to the scheduled meeting date and time if they are unable to participate for any reason.

ARTICLE V: OFFICERS

  1. The Board of Directors shall elect from within the Board four (4) officers of the Association: President, Vice President, Treasurer, and Secretary
  2. 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.
  3. 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 the President cannot fulfill their duties.
  4. 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. Assist the Executive Director in matters of tax and other reporting and compliance.
    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 the event the Executive Director cannot fulfill their duties.
  5. 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.
  6. Each voting member of the Board of Directors shall have one vote for each office. A majority vote shall be necessary for election to office.
  7. The term of office shall be one year and a current officer may be re-elected any number of times.
  8. An officer shall return to the Association any payment made to them 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

  1. The Executive Director shall be appointed by the Board of Directors for a term of three years, beginning January 1 and ending December 31.
  2. The Executive Director may be reappointed to a successive term by the Board of Directors an unlimited number of times.
  3. 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.
  4. The Executive Director shall be paid an honorarium, the amount to be set by the Board of Directors.
  5. 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.
  6. The Executive Director shall:
    1. Be the spokesperson for the Association.
    2. Have authority to sign all contracts and official documents on behalf of the Association.
    3. Attend Association meetings and the NCSA to represent the Association.
    4. Attend other designated meetings to represent the Association.
    5. Prepare and maintain financial records for the Association under the supervision of the Treasurer.
    6. Prepare and submit the annual operating budget for each fiscal year, which shall be from March 1 to February 28/29, to the Board of Directors electronically by the first day of February prior to the start of that fiscal year.
    7. Prepare and submit a financial report for the prior fiscal year to the Board of Directors electronically by the first day of April following that fiscal year.
    8. Pay all bills of the Association.
    9. Maintain a check and deposit log for the Association treasurer and secretary.
    10. Take other appropriate miscellaneous actions related to Association business, including, among others:
      1. Assist the President in preparation of an agenda for each meeting of the Board of Directors.
      2. Oversee and assist all established positions of the Board, including but not limited to the Earl Reum Awards Committee and the Board of Directors.
      3. Update and disseminate Association information 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. Oversee the development of the NCSA schedule and program.
      10. Provide advice to both present and future conference 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. Coordinate the selection of the regional and national Earl Reum Award recipients in conjunction with the Earl Reum Awards Committee comprised of the Earl Reum Award winners since 2004 and the Workshop Directors of the Year, secure the awards through donation or purchase, and ensure that they are prepared for presentation at the NCSA.
      16. Maintain archives to preserve the history of the Association.
  7. 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 as a whole or a designated committee shall interview candidates prior to September 1 and selection shall take place by a vote of the Board of Directors by October 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

  1. 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.
  2. The conference program shall facilitate networking and presentations that provide tested and innovative ways of teaching leadership, fostering communications, enhancing motivation, teamwork, personal organizational skills, problem-solving, and project and event planning.
  3. The location of the conference shall rotate among locations in the Eastern, Central, Southern and Western regions as defined under Article IV for representation on the Board of Directors, in the following order – Central (2025, 2029, 2033…), Eastern (2026, 2030, 2034…), Western (2027, 2031, 2035…), Southern (2028, 2032, 2036…). Upon recommendation of the Executive Director and approval by the Board of Directors, the regional rotation can be adjusted for cause.
  4. The search and selection process to determine a conference host, location, and hotel will be completed no less than thirty-five months in advance of the conference date.  This process will be coordinated by the Executive Director, who will regularly report on its progress to the Board of Directors. The conference host, location, and hotel site shall be recommended by the Executive Director to the Board of Directors for their approval.
  5. The NCSA host shall be a local person/association who offers local guidance and assistance in search and selection of the hotel site and may assist the Executive Director and any designated Committees of the Board of Directors, under guidelines and structures established by the Executive Director and/or Board of Directors, in the planning and organization of the annual conference.
  6. The Executive Director shall coordinate conference planning and decisions based on planning guidelines and practices.

ARTICLE VIII: INDEMNIFICATION

  1. Definitions. For purposes of this Article, 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).
  2. 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.
  3. 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.
  4. 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.
  5. Article Deemed to be Contract This Article shall be deemed to be a contract between each Corporate Agent and the Association and any subsequent repeal of or amendment to this Article 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.
  6. Preservation of Other Rights. The rights of a Corporate Agent to indemnification under this Article 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.
  7. Insurance. The Board may authorize purchase of insurance to support its obligations under this Article.

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.

Our 2024-2025 Sponsors & Partners

Please CLICK on the images below to visit their websites!

National Association of Secondary School Principals
2024-2025 PLATINUM PARTNER

Work2BeWell
2024-2025 GOLD PARTNER

Cool Speak
2024-2025 GOLD PARTNER

Mike Hall Speaks
2024-2025 GOLD PARTNER

 

Our Friends & Allies

Please CLICK on the images below to visit their websites!

Dynamx Digital

Jostens

The Fisher Agency

 

NASSCED