Articles and Bylaws

ARTICLES OF INCORPORATION
OF THE
NATIONAL ASSOCIATION OF COLLEGE AND
UNIVERSITY ATTORNEYS


TO: The Recorder of Deeds, D.C.
Washington, D.C.

We, the undersigned natural persons of the age of twenty one years or more, acting as incorporators of a corporation, adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Non profit Corporation Act:

FIRST: The name of the corporation is THE NATIONAL ASSOCIATION OF COLLEGE AND UNIVERSITY ATTORNEYS.

SECOND: The period of duration is perpetual.

THIRD: The purpose for which the corporation is organized and operated is to assist nonprofit academic institutions of higher educational and charitable purposes through the identification, clarification and resolution of legal problems affecting such institutions by: (1) fostering and promoting education and advancing knowledge in the history, theory, practice, administration and policy of the law insofar as it relates to matters involving or affecting colleges and universities generally; (2) publishing or exchanging information with respect to legal problems of general interest to colleges and universities; and (3) such other and further means as may be necessary and proper to accomplish the aforesaid purposes, including the raising of funds through grants, gifts, devises, bequests or otherwise for carrying out of said purpose.

The corporation is organized and operated exclusively for charitable and educational purposes within the meaning of sections 170(c)(2)(b), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1954. No part of the net earnings, gains or assets of the corporation shall inure to the benefit of or be distributable to its directors, officers, other private individuals, or organizations organized and operated for a profit (except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as hereinabove stated). No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall be empowered to make the election authorized under section 501(h) of the Internal Revenue Code of 1954. The corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, the corporation shall not carry on any activities not permitted to be carried on:
(a)    by an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code of 1954 as an organization described in section 501(c)(3) of such Code;
(b)    by an organization described in sections 509(a)(1), (2), or (3) of the Internal Revenue Code of 1954 (as the case may be); and/or
(c)    by an organization, contributions to which are deductible under sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code of 1954.

FOURTH: To further the corporation's objects and purposes, the corporation shall have and shall exercise all the powers conferred by the District of Columbia Non profit Corporation Act not beyond the scope of Article THIRD hereof. Without limiting the generality of the foregoing, the corporation shall have the power to sue and be sued; to own, to take title to, receive and hold, lease, sell and resell, in fee simple or otherwise, property, real, personal or mixed, wherever situated or however acquired, without limitation as to amount or value. The corporation shall have authority to encumber property by deed of trust, pledge or otherwise; to borrow money and secure payment of same by lien or liens on the realty or personal property of the corporation; to lease, build, or erect, remodel, repair, construct and/or reconstruct any and all buildings, houses, or other structures necessary, proper or incident to the carrying out of the objects and purposes stated herein. The corporation shall have full powers of management, investment and reinvestment, and the collection of all rents, revenues, issues and profits arising therefrom.

FIFTH: The corporation is to have members.


SIXTH: The corporation is to have one class of members possessing voting rights. The designation of such class of members, and the qualification and rights of the members, are as follows: any accredited college or university, which shall meet such additional criteria as may be described in the corporation's bylaws.
The corporation shall also have a class or classes of members who do not possess voting rights.

SEVENTH: The manner of election of the directors of the corporation shall be as provided in the bylaws.

EIGHTH: The officers and directors of the corporation shall have full authority, consistent with these articles and the corporation's bylaws, to regulate the internal affairs of the corporation and to establish its policies. In the event of dissolution or final liquidation, of the corporation, the Board of Directors, to be known as the Board of Directors, shall, after paying or making provision for the payment of all the lawful debts and liabilities of the corporation distribute all the assets of the Corporation to one or more of the following categories of recipients as the Board shall determine:

(a)    a nonprofit organization or organizations which may have been created to succeed the corporation, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 501(a) of such Code as an organization described in section 170(c)(2) and 501(c)(3) of such Code; and/or
(b)    a nonprofit organization or organizations having similar aims and objects as the corporation and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 501(a) of such Code as an organization described in section 170(c)(2) and 501(c)(3) of such Code.

NINTH: References herein to sections of the Internal Revenue Code of 1954, as amended, are to provisions of such Code as those provisions are now enacted or to corresponding provisions of any future United States internal revenue law.

TENTH: The address of the corporation's initial registered office is Suite 620, One Dupont Circle, N.W., Washington, D.C., and the name of its initial registered agent at such address is Phillip M. Grier.

ELEVENTH: The number of directors constituting the initial board of directors of the corporation, to be known as the Board of Directors, is seventeen and the names and addresses of the persons who are to serve as the initial directors until their successors be elected and qualified are:
Estelle A. Fishbein, Lutherville, Maryland; Marvin E. Wright, Columbia, Missouri; William H. Oswald, Glencoe, Illinois; Nicholas D. Ward, Washington, D.C.; James B. Wilson, Seattle, Washington; John W. Wheeler, Port Washington, New York; Mayer Chapman, Los Angeles, California; Jacob E. Davis, II, Columbus, Ohio; Alice Sofis Evangelides, Millington, New Jersey; Donald R. Fowler, South Pasadena, California; John G. Hill, Shorewood, Wisconsin; Edward D. Loughman, Jr., New Rochelle, New York; Donald L. Reidhaar, Lafayette, California; Beverly E. Ledbetter, Providence, Rhode Island; Sanford H. Levine, Schenectady, New York; W. Newton Moore, Macon, Georgia; and D. Peter Rask, Albuquerque, New Mexico.

TWELFTH: The names and addresses of the Incorporators are: James B. Wilson, Esquire, Seattle, Washington [Signature]; Estelle A. Fishbein, Esquire, Lutherville, Maryland [Signature]; Marvin E. Wright, Esquire, Columbia, Missouri [Signature]; William H. Oswald, Esquire, Glencoe, Illinois [Signature]; Nicholas D. Ward, Esquire, Washington, D.C. [Signature].










Bylaws of the
NATIONAL ASSOCIATION OF COLLEGE
AND UNIVERSITY ATTORNEYS



ARTICLE I NAME

The name of the corporation shall be the National Association of College and University Attorneys, hereafter referred to as "Association."


ARTICLE II PURPOSE

The Association is organized and operated to assist nonprofit accredited academic institutions of higher educational and charitable purposes, through the identification, clarification and resolution of legal problems affecting such institutions by: (1) fostering and promoting education and advancing knowledge in the history, theory, practice, administration and policy of the law insofar as it relates to matters involving or affecting colleges and universities generally; (2) publishing or exchanging information with respect to legal problems of general interest to colleges and universities; and (3) such other and further means as may be necessary and proper to accomplish the aforesaid purposes, including the raising of funds through grants, gifts, devises, bequests or otherwise for the carrying out of said purpose.


ARTICLE III MEMBERSHIP

SECTION 1. CLASSES OF MEMBERSHIP.
There shall be at least five (5) classes of membership, in addition to any other classes that the Board of Directors deems appropriate to add from time to time:
(1) Member Institutions and their Representatives;
(2) Associate Member Institutions and their Representatives;
(3) Associate Individual Members;
(4) Honorary Members; and
(5) Life Members.

SECTION 2. MEMBER INSTITUTIONS AND THEIR REPRESENTATIVES.
(a) Subject to such requirements as may be established by the Board of Directors, a public or nonprofit accredited college or university and any system of separately accredited colleges and universities having a common governing body and having its legal affairs regularly handled by an office serving all colleges and universities of the system may become a Member Institution after making written application for membership and agreeing to abide by the undertakings of Member Institutions under the Articles of Incorporation and these Bylaws and to pay annual dues.

(b) Member Institution Representatives: Each Member Institution shall designate a Primary Representative and may designate, subject to limitations established by the Board of Directors, one or more additional Representatives. Each Representative shall be employed as a member of the Member Institution’s staff to regularly handle its legal affairs, or shall be a private practitioner regularly engaged by the Member Institution to handle its legal affairs, or shall be an Attorney General, Assistant Attorney General, or other legal official of a State or other political subdivision having responsibility for, or regularly assigned duties involving, the legal affairs of the Member Institution. An attorney who is employed or engaged by a Member Institution, but does not regularly handle its legal affairs, may be eligible for Associate Individual Membership as specified below. In addition, a licensed attorney in good standing who was accepted for membership prior to February, 1962 who has since that time continuously paid his or her annual dues shall be deemed to be a Representative.

SECTION 3. ASSOCIATE MEMBER INSTITUTIONS AND THEIR REPRESENTATIVES.
(a) Associate Member Institutions: Subject to such requirements as may be established by the Board of Directors, an organization having a demonstrated commonality of interest with the Member Institutions of the Association which is ineligible to become a Member Institution may become an Associate Member Institution with the approval of the Board of Directors by making written application for membership and agreeing to abide by the undertakings of membership under the Articles of Incorporation and these Bylaws and to pay annual dues.
(b) Associate Member Institution Representatives: Subject to limitations established by the Board of Directors, each Associate Member Institution shall designate a Primary Representative and may designate one or more additional Representatives. Each Representative shall have the same qualifications as Representatives of Member Institutions. Representatives of Associate Member Institutions may attend all Regular and Special Meetings of the Association and may be eligible for appointment to any Standing or Association Committee, but shall not have the right to vote or hold office or membership on the Board of Directors.

SECTION 4. ASSOCIATE INDIVIDUAL MEMBERS.
In addition to all other eligibility requirements, and subject to such requirements as may be established by the Board of Directors, an individual is eligible to be an Associate Individual Member if he or she:
(a) is endorsed for Associate Individual Membership by the Primary Representative of a Member Institution;
(b) is not eligible to be a Representative of either a Member Institution or an Associate Member Institution because he or she does not regularly handle its legal affairs, but is engaged to represent the Institution in legal matters on a more limited basis than an Institutional Representative or because he or she is otherwise employed by the Institution; and
(c) does not represent an institution which is not currently but could become a member of the Association.

Such attorneys may become Associate Individual Members by making written application for membership and agreeing to pay the annual dues. Associate Individual Members may attend all Regular and Special Meetings of the Association, and are eligible for appointment to any Standing or Association Committee, but shall not have the right to vote or hold office or membership on the Board of Directors.

SECTION 5. HONORARY MEMBERS.
Any person who has made substantial and continuing contributions to the understanding and resolution of legal problems affecting colleges and universities may be elected to Honorary Membership by the Board of Directors. Any advisor or consultant to the Association meeting these qualifications, when so designated by the Board of Directors, may also be elected an Honorary Member by the Board of Directors. Such Honorary Members shall be exempt from the payment of dues and shall have all rights and privileges of Member Institution Representatives, but shall not have the right to vote or hold office or membership on the Board of Directors.

SECTION 6. LIFE MEMBERSHIPS.
Any representative of a Member Institution, Associate Member Institution, or Associate Individual Member of the Association who has rendered outstanding service or made substantial contributions to the Association may, upon his or her retirement, or upon such other termination of his or her representative status, be elected to Life Membership by the Board of Directors. Such Life Members shall be exempt from the payment of dues and shall have all the rights and privileges of Member Institution Representatives, but shall not have the right to vote or hold office or membership on the Board of Directors.

SECTION 7. ELIGIBILITY FOR SPECIFIC MEMBERSHIP CLASSES.
An individual who is eligible for designation as a Member Institution Representative is required to join at that level. An individual who is not eligible for designation as a Member Institution Representative but is eligible for designation as an Associate Member Institution Representative must join at that level. An individual who is not eligible for designation either as a Member Institution Representative or as an Associate Member Institution Representative may join at the Associate Individual Membership level, if he or she meets the qualifications. Honorary Membership and Life Membership are bestowed by the Association as marks of distinction. Subject to such requirements as may be established by the Board of Directors, an individual is eligible to be designated a Representative of a Member Institution or Associate Member Institution, or an Associate Individual Member in one of the classes of membership only if he or she:
(a) is a licensed attorney in good standing;
(b) has a demonstrated interest, experience, and active engagement in identifying, clarifying and resolving legal issues affecting NACUA Member Institutions and advancing the effective practice of higher education attorneys for the benefit of the colleges and universities they serve;
(c) does not represent interests or undertake work that is adverse to the interests of NACUA Member Institutions; and
(d) does not represent any clients or claimants against an institution of higher education unless that client is itself a NACUA Member Institution.

SECTION 8. TERMINATION OF MEMBERSHIP.
A Member Institution or Associate Member Institution that ceases to have a Representative in good standing, may be dropped from membership by a majority vote of the Board of Directors. In the event that a Member Institution or its Representative, an Associate Member Institution or its Representative, or an Associate Individual Member ceases to meet eligibility requirements, the membership of such entity or person may be terminated or suspended by a majority vote of the Board of Directors. The Association maintains the right to terminate any membership or designation of any representative for cause, including without limitation, the submission of false or inaccurate information on a membership application.


ARTICLE IV FINANCE

SECTION 1. FISCAL YEAR.
The fiscal year of the Association shall be from September 1st through August 31st.

SECTION 2. INCOME.
Income shall be derived from membership dues and from such other sources as the Board of Directors may approve.

SECTION 3. DUES.
Dues for membership shall be established by the Board of Directors and assessed annually for each Member Institution, Associate Member Institution, and Associate Individual Member. The amount of such dues determined by the Board of Directors may be prorated, increased, decreased or otherwise modified by the Board to fit the needs of the Association, as it deems appropriate and necessary, except that persons elected to Honorary Membership and Life Membership shall not be required to pay dues. Members six months delinquent in payment of dues maybe dropped from Membership.


ARTICLE V BOARD OF DIRECTORS

SECTION 1. AUTHORITY OF BOARD OF DIRECTORS.
The responsibility for the general conduct of the affairs of the Association between meetings of the membership shall be vested in a board, known as the Board of Directors, which shall have the full power and authority to do all acts and perform all functions which the Association might do or perform, except it shall not have the power to modify the substance of official action taken by the membership or to amend the Articles of Incorporation.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting or in between regular meetings of the Board of Directors if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Promptly after completion of the action, the Secretary shall certify the result and shall provide notice thereof to the members of the Board of Directors. The action taken shall be reflected in the minutes of the next meeting of the Board of Directors. It shall be the duty and responsibility of the Board of Directors to arrange for an Annual Meeting of the Association.

SECTION 2. MEMBERSHIP AND TERMS OF OFFICE.
(a) The Board of Directors shall consist of the President, President-Elect, Secretary, Treasurer, and the Immediate Past President, and eighteen (18) Members-at-Large, elected solely from among other Member Institution Representatives, at the Annual Meeting as hereinafter provided. Any Representative, including Past Presidents who are not members of the Board of Directors, shall be eligible to attend Board Meetings and to participate in the discussion of the Board of Directors, but shall not have voting privileges thereon.

(b) Terms of office of members of the Board of Directors not specified elsewhere in the Articles of Incorporation or these Bylaws shall be for three (3) years each, with six Members at Large to be elected each year. Each member of the Board of Directors shall hold office until his or her successor shall have been duly elected and shall have qualified.

SECTION 3. MEETINGS OF BOARD.
Three regular meetings of the Board of Directors shall be held each year. These regular meetings shall be held as follows: (1) Immediately preceding and at the same place selected for the Annual Meeting of the Association; and (2) Two on call of the President at such time and place as he or she shall select, giving all required notices at least ten (10) days in advance of such meeting.

Special meetings of the Board of Directors may be called by the Secretary at the written request of the President or any four members of the Board of Directors. The Secretary, when required to call a special meeting of the Board of Directors, may fix any place as the place for holding such special meeting, and shall give ten (10) days advance written notice of the time, place and object of such meeting to the Members of the Board.

Telephonic Meeting or Meeting by other Audible Means. The Board of Directors or a committee of the Board may meet by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

SECTION 4. QUORUM.
A quorum at any meeting of the Board of Directors shall consist of twelve (12) members.

SECTION 5. CHIEF EXECUTIVE OFFICER.
The Board of Directors may appoint a Chief Executive Officer. The terms of appointment, including salary and other benefits of the Chief Executive Officer, shall be as determined by the Board of Directors. The Chief Executive Officer shall be a member in good standing of the Bar of one or more States or of the District of Columbia, or of the Commonwealth of Puerto Rico, and shall have a demonstrated and continuing interest in the legal affairs of higher education.

Under the direction of the Board of Directors and the President, the Chief Executive Officer shall be responsible for:

(a) The collection, review, collation and dissemination to members of the Association, of information relating to the legal affairs of higher education.
(b) Liaison with federal agencies and national associations in the higher education field, in order to keep the membership of the Association informed about significant developments and the proposed developments of interest to attorneys relating to higher education.
(c) The management of the national office of the Association.
(d) Such other assignments as may be made by the Board of Directors or the President.

In carrying out these assigned duties, the Chief Executive Officer may be authorized to establish bank accounts under the direction of the Treasurer, and to make other contractual commitments appropriate to the maintenance and operation of a national office for the Association, all under such terms and conditions as the Board of Directors shall provide. The Chief Executive Officer shall be a non-voting member ex officio of every Standing and Association Committee.


ARTICLE VI OFFICERS

SECTION 1. ELECTED OFFICERS.
The elected officers of the Association shall consist of the President, President Elect, Secretary, and Treasurer.

SECTION 2. TERMS OF OFFICE.
The President Elect shall be elected for a term of one year; shall succeed to the Presidency at the time of election of officers in the ensuing year; and shall not be eligible to succeed himself or herself in either office. If the office of President Elect is vacant at the time of election, both a President and a President Elect shall be then elected for a term of one (1) year. The Secretary and Treasurer shall be elected for terms of three (3) years each and shall hold office until a successor shall have been duly elected and shall have qualified.

SECTION 3. DUTIES AND RESPONSIBILITIES.
(a) The President shall preside at all meetings of the Association and of the Board of Directors and shall perform all duties ordinarily incident to the office. The President shall recommend such actions to the Association and to the Board of Directors as he or she deems proper.
(b) The President Elect shall act as President in the absence of the President. The President and President Elect shall be voting members ex officio of every Standing and Association Committee. The Treasurer shall serve as Chair of the Committee on Finance and Audit and the Secretary shall serve as Chair of the Committee on Board Operations.
(c) The Secretary shall supervise recording and publishing of the minutes of the meetings, shall approve and direct the dispatch of required and proper notices, and shall be the officer in charge of the Association's official files and records. The Secretary shall perform such other duties as may be assigned by the Board of Directors.
(d) The Treasurer shall supervise the receipt, disbursement and investment of all funds of the Association, in a manner approved by the Board of Directors. The Treasurer shall perform such other duties as may be assigned by the Board of Directors.


ARTICLE VII COMMITTEES SECTION 1. EXECUTIVE COMMITTEE.
(a.) There shall be an Executive Committee consisting of the President, the President Elect, the Secretary and the Treasurer.
(b.) During the intervals between meetings of the Board of Directors the Executive Committee shall have all the powers vested in the Board of Directors by law or by these Bylaws in the management of the property, business and affairs of the Association, provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors in reference to electing, appointing or removing any member of said committee of the Board of Directors, or any officer required to be elected by the Board of Directors, or in reference to amending or repealing the Articles of Incorporation of the Association or these Bylaws, or in reference to any matter which under these Bylaws or the District of Columbia Non profit Corporation Act is vested exclusively in the Board of Directors and may not be exercised by any committee of the Board of Directors. The Executive Committee may exercise all such powers in such manner as it shall deem for the best interests of the Association in all cases in which specific directions shall not have been given by the Board of Directors.
(c.) Any action taken by the Executive Committee shall be subject to revision or alteration by the Board of Directors at the meeting of the Board of Directors at which any such action shall be reported to the Board of Directors, provided, however, that such revision or alteration shall not affect any action taken by an officer or employee of the Association or by any third party, or any rights -of third parties which shall have vested, in reliance upon any action or direction of the Executive Committee.
(d.) A majority of the members of the Executive Committee shall constitute a quorum.
(e.) The Executive Committee shall keep a record of all action taken by it, and shall report such action to the Board of Directors at the meeting thereof held next after taking such action. Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting, if consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee entitled to vote with respect to the subject matter thereof.

SECTION 2. COMMITTEE APPOINTMENTS.
The President shall from time to time appoint such Standing and Association Committees as shall be deemed necessary to carry on the activities of the Association and to further its objectives. Following the annual call for volunteers, the President-Elect may designate such Standing and Association Committees and their members, to become effective upon his or her succession as President. No such Committee shall have the full authority of the Board of Directors.


ARTICLE VIII ELECTIONS AND VACANCIES

SECTION 1. NOMINATIONS AND ELECTIONS.
Officers and members of the Board of Directors shall be nominated by a Committee on Nominations and Elections, appointed by the President, which shall solicit suggestions from the members of the Association by mail or electronic mail and thereafter select a slate of nominees and cause it to be announced to the Member Institutional Representatives present at the Annual Meeting of the Association. In addition, nominations may be made by written petition, executed by Primary Representatives of four or more Member Institutions, delivered to the President not less than twenty four (24) hours prior to the session at which the election shall be held. Elections shall be by voice vote where there is but one nominee. Where there are two or more nominees for a position, the Committee on Nominations and Elections shall prepare, distribute, collect and count written ballots at the meeting at which the election is to take place according to such procedure as shall seem to it fair and proper. The procedure shall call for the Primary Representative of each Member Institution present, or his or her designee, to vote. The Committee shall promptly report election results to the President who shall announce the results. The Committee additionally shall have such responsibilities as may be assigned by the Board of Directors or the President.

SECTION 2. VACANCIES.
Any vacancies occurring in the offices of President, President-Elect, Secretary or Treasurer or in the membership on the Board of Directors shall be filled by vote of the Board of Directors, such appointee to serve out the unexpired term of his or her predecessor.

SECTION 3. CONTINUATION IN OFFICE.
An officer or Member of the Board of Directors who ceases to meet the eligibility requirements as a Representative in accordance with Article III, Section 2 and 7, of these Bylaws during his or her term of office may, with the specific approval of the Board of Directors, continue to hold office until the completion of the term for which he or she was elected, or in the case of the President Elect, until the completion of the term as President.


ARTICLE IX MEETINGS OF THE ASSOCIATION

SECTION 1. ANNUAL MEETING.
A meeting of the Association shall be held at least once each year. The time and place of such meeting shall be designated by the Board of Directors as early as possible, but not less than sixty (60) days prior thereto. The mailing of such information to each Member Institution, Representative, Associate, Honorary and Life Member at the address listed on the records of the Association shall constitute compliance with the notice requirements for this section. Notices may be provided by mail or electronic mail. The President and the Treasurer shall report during the meeting concerning matters of interest to the Association, and the election of officers and of members of the Board of Directors shall take place at a business session during the annual meeting.

SECTION 2. SPECIAL MEETINGS.
Special meetings of the Association may be called by the President and shall be called by the Secretary on request of any ten (10) Primary Representatives of Member Institutions in written form stating the object of such meeting. Member Institutions shall receive ten (10) days advance written notice of the time, place, and object of such meeting. The mailing of such information to each Member Institution, Representative and Associate, to the addresses listed on the records of the Association, shall constitute compliance with the notice requirements of this section. Notices may be provided by mail or electronic mail. The business conducted at any such meeting shall be limited to the object of the meeting as sent in writing to the Membership.

SECTION 3. MOTIONS AND RESOLUTIONS.
Motions and Resolutions coming before the Membership at meetings of the Association shall, upon request of the President, be reduced to writing and may be referred to an appropriate Committee, unless otherwise directed by a majority of voting members present. Motions and Resolutions may, at the option of the Board, be presented to the Membership of the Association through circulation by mail or electronic mail rather than at a Special or Annual meeting of the Association.

SECTION 4. VOTING BY MEMBER INSTITUTIONS.
(a) All voting at any meeting of the Association, on any matter submitted to a vote (including the election of officers and members of the Board of Directors) shall be by Member Institutions through their Primary Representatives or their delegates; and each Member Institution having one or more Representatives present at the Meeting shall have one vote regardless of the number of its Representatives. Member Institutions that have no representatives present at the Meeting shall not have the right to send a vote by proxy at the Meeting.
(b) Except as otherwise specified in the Articles of Incorporation or Bylaws, a majority of the Member Institutions having one or more Representatives present at any meeting, at which a quorum is present, or of a majority of the total number of Member Institutions, if a vote on any proposition has been circulated by mail, shall be sufficient for passage.

SECTION 5. QUORUM.
A quorum of any meeting of the Association shall be present, if at least fifty (50) of the Member Institutions have one or more Representatives present.


ARTICLE X PARLIAMENTARY AUTHORITY

The latest edition of Robert's Rules of Order shall govern all meetings of the Association and its Board of Directors insofar as they are applicable and not inconsistent with the Articles of Incorporation of the Association or these Bylaws.


ARTICLE XI INDEMNIFICATION

The Association shall indemnify any officer or member of the Board of Directors, or any person who may have served on behalf of the Association at its request or by its election as a director or officer of another association or corporation, whether for profit or not for profit, to the fullest extent to which nonprofit corporations are empowered to indemnify such persons under the District of Columbia Non Profit Corporation Act as it may, from time to time, be amended. Indemnification shall include expenses actually incurred by the person in connection with the defense of any action, suit, or proceeding in which the person is made a party by reason of being or having been such officer, Board of Directors member or director, except in relation to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. The Board of Directors shall have the authority to implement the provisions of this Article and impose reasonable conditions upon the right to such indemnification. This Article shall not be deemed to limit any power of the Association or the Board of Directors to provide any additional or other indemnity to any other person.


ARTICLE XII DISSOLUTION

The officers and directors of the Association shall have full authority, consistent with the Articles of Incorporation and these Bylaws, to regulate the internal affairs of the Association and to establish its policies. In the event of dissolution or final liquidation of the Association, the Board of Directors shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Association, distribute all the assets of the Association to one or more of the following categories of recipients as the Board of Directors of the Association shall determine:

(a) a nonprofit organization or organizations which may have been created to succeed the Association, as long as such organization or each of such organizations shall then qualify as a unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under sections 170(c)(2) and 501(c)(3) of such Code; and/or
(b) a nonprofit organization or organizations having similar aims and objects as the Association and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 501(a) of such Code as an organization described in sections 170(c)(2) and 501(c)(3) of such Code.


ARTICLE XIII LIMITATION OF ACTIVITIES

The Association is organized and operated exclusively for charitable and educational purposes within the meaning of sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1954. No part of the net earnings, gains or assets of the Association shall inure to the benefit of or be distributable to its directors, officers, other private individuals, or organizations organized and operated for a profit (except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as hereinabove stated). No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall be empowered to make the election authorized under section 501(h) of the Internal Revenue Code of 1954. The Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, the Association shall not carry on any activities not permitted to be carried on by:—

(a) an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code of 1954 as an organization described in section 501(c)(3) of such Code.
(b) an organization described in sections 509(a)(1), (2), or (3) of the Internal Revenue Code of 1954 (as the case may be), and/or
(c) an organization, contributions to which are deductible under sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code of 1954.


ARTICLE XIV BYLAWS

The Board of Directors shall adopt Bylaws for the conduct of the affairs of the Association not inconsistent with the Articles of Incorporation. Such Bylaws may be adopted, repealed or amended at any meeting of the Board of Directors by a two thirds (2/3) vote of the Board, provided that any proposed amendment to the Bylaws shall have been filed in writing with the Secretary at least thirty (30) days prior to any meeting of the Board of Directors and shall have been submitted by the Secretary promptly in writing to the Board.


ARTICLE XV AMENDMENTS TO ARTICLES OF INCORPORATION

The Articles of Incorporation may be amended by a two thirds (2/3) vote of the Member Institutions having Representatives present at any annual meeting of the Association provided that any such proposed amendment shall have been filed in writing with the Secretary at least thirty (30) days prior to the annual meeting and shall have been submitted by the Secretary in writing promptly to the Board of Directors and the Board of Directors shall have submitted said proposed amendment in writing at the annual meeting together with its recommendation for approval or disapproval. The Board of Directors of its own volition at any regular or special meeting held prior to such annual meeting may propose amendments for consideration by the membership at such annual meeting.