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BylawsAmerican Association of Hispanics in Higher Education, IncARTICLE I NAME The name of the corporation shall be the American Association of Hispanics in Higher Education, Inc. (hereinafter referred to as “AAHHE”). It is incorporated under the General Corporation Law of the state of Delaware.
ARTICLE II MEMBERSHIP Section 1. Eligibility Any person, institution or organization that supports the mission or goals of AAHHE shall be eligible for membership in AAHHE. Section 2. Dues Membership dues shall be paid on an annual basis at a time and in an amount as established by the Board of Directors. Members shall be deemed as “current” when they are up to date in their membership dues. Section 3. Term Memberships in AAHHE shall be renewable on a fiscal year basis running from July 1 through June 30. Section 4. Voting Current members of AAHHE shall have an opportunity to nominate and vote for the two members-at-large positions on the Board. One position shall represent graduate students and the other shall represent tenure-track faculty (see Article III, section 1 for more details). Voting for other members of the Board will follow the process delineated in Article III, section 1 on an annual basis as vacancies become available. Section 5. Policy on Discrimination and Sexual Harassment The Board of Directors is steadfastly committed to safeguarding the right of all individuals involved in all its activities and/or events, to an environment that values the principles of diversity, inclusion, integrity, civility and respect. To that end, any discrimination and unwelcome harassment in any form, by any individual irrespective of race, ethnicity, or gender, including physical, verbal, or non-verbal, that creates an intimidating, hostile, or offensive environment, shall not be tolerated; nor shall any retaliatory actions against complainants or any witnesses be tolerated. Any Member of the Association who believes that they have been subjected to discrimination, any unwelcome overtures or aggressive behavior including bullying, threats, intimidation or coercion, or is witness to same, should report the alleged misconduct immediately so that the appropriate corrective action may be taken, pursuant to the applicable provisions in the Law of the State of Delaware. Reporting and Resolution. Any violation of this policy should either be addressed directly with the offender, if comfortable doing so, or reported to the Chair of the Board of Directors, or the Immediate Past Chair, as appropriate. Procedures for submitting complaints are outlined in the AAHHE Policy Against Discrimination and Harassment policy document, available on the AAHHE website.
ARTICLE III BOARD OF DIRECTORS Section 1. Number & Terms The Board of Directors shall consist of sixteen Directors. New Directors can be appointed at any time, but their official term shall begin and coincide with the fiscal year that begins immediately following their installation. Up to 14 members of the board shall be appointed by the existing Directors; two members-at-large (Graduate Student Member at-large and Faculty Member at-large) of the Board of Directors shall be Members of the Association, elected by voting members in good standing of the Association. The appointed Directors shall be first identified by the Governance Committee and then elected by the Board of Directors for a 3-year staggered term, not to exceed two terms. Each Director may continue in office until their successor shall have been elected. Any Director may be removed, with cause, at a special meeting of the Directors called for that purpose, by the vote of a majority of all the Directors. Candidates for the at-large Director positions shall be nominated by the AAHHE membership to the Governance Committee. The Governance Committee shall then select a slate of up to three candidates per position, which shall then be elected in the spring by the membership to serve two-year terms coinciding with AAHHE’s fiscal year.
Section 2. Vacancies In case of any vacancy among the appointed or at-large members of the Board of Directors, a successor to fill the unexpired portion of the term shall be identified by the Governance Committee and then elected by a majority of the remaining Directors. Section 3. Powers The Board of Directors shall have the collective power, by majority vote, to manage and control the affairs and assets of AAHHE, adopt rules and regulations governing the action of the Board of Directors including the election of new members, and manage the distribution and payment of all funds received by AAHHE. Section 4. Meetings & Attendance The Board of Directors may hold its meetings within or without the State of Delaware as the Board may determine. Board meetings may be conducted by telephone or video conference call. Directors are not permitted to send representatives as substitutes to the board meetings, but they are permitted to grant their voting proxy to any other voting Director by submitting written notice to the Chair or Chair-elect. Directors are expected to attend at least 70% of all officially called Board meetings (including quarterly board meetings as well as the annual retreat). In addition, all Directors are expected to lead on at least one Standing Committee. Failure to comply with these expectations may result in a recommendation for removal from the Board. Any Director may be removed by the vote of a majority of all the Directors. Section 5. Special Meetings Special meetings of the Board may be called by the Chair or by the written request of a majority of the Directors. Notice of the time, place and purpose of every special meeting of the Board shall be provided in writing by the Executive Director to each Director, at least twenty-four hours prior to the meeting. Special meetings may be conducted by telephone, video conference call, or email communication. Section 6. Resignations Any Director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chair. The acceptance of the resignation shall not be necessary to make it effective. Section 7. Quorum A majority of the Directors in office shall constitute a quorum for the transaction of official business (i.e., financial, bylaws changes or any other items previously discussed that require BOD approval); but, if at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained. At any such adjourned meeting at which a quorum is not present, any business may not be transacted which might have been transacted at the meeting as originally called. In the absence of a quorum, however, motions can be voted on electronically at the request of the Chair. To the extent permitted by law, a resolution in writing, signed by all of the Directors, shall be as valid as if it had been passed at a meeting of the Directors duly called and constituted.
ARTICLE IV OFFICERS Section 1. Officer Positions The officers of AAHHE Board of Directors shall be Chair, Chair-elect, Immediate Past-Chair, Treasurer, Treasurer-elect, and other such officers, if any, as the Board of Directors may appoint. In addition, one person may not hold more than one office at one time. Section 2. Election The officers of AAHHE, except for the Chair and Immediate Past-Chair, shall be elected at the annual meeting of the Board of Directors, immediately before the start of the fiscal year. Elected officers shall assume responsibilities effective July 1st to coincide with the start of the fiscal year. Members elected to serve as an officer, whose appointment will expire prior to or during the term of office, shall be allowed an extended appointment to coincide with the term of office. Section 3. Agents The Board of Directors may appoint such agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors may from time to time determine. Section 4. Removal Any officer of AAHHE may be removed, with cause, at a special meeting of the Directors called for that purpose, by the vote of a majority of all the Directors. Section 5. Officer Powers and Duties
The Chair of the Board is elected for a 3-year term to serve as Chair, Chair-elect and Immediate Past-Chair. Following a term of 1 year as Chair-elect, the Chair-elect shall succeed to the office of Chair. Following a term of one (1) year as Chair, the Chair shall succeed to the office of Immediate Past-Chair. The Chair shall preside at all meetings of the Board of Directors, including the annual national conference. The Chair shall call meetings as needed, finalize all meeting agendas, have a right to vote on all questions, shall appoint Standing Committees for the Board of Directors and shall have other powers and duties as the Board of Directors may prescribe.
The Chair-elect shall serve a one (1) year term as prescribed in Article IV, Section 5a. The Chair-elect shall assume the responsibilities of the Chair in the absence or incapacity of the Chair and shall perform such duties as directed by the Chair or Board of Directors. The Chair-elect shall provide oversight for the annual national conference and shall collaborate with the Programs Committee Chair to appoint other members of the association to assist in the design, planning, and execution of the conference, particularly in identifying the conference planning committee (CPC) Co-chairs. In the event that the Chair-elect assumes responsibilities of the Chair as a result of the resignation or incapacity of that officer as outlined in Article IV, Section 5a, the functions of the Chair-elect shall be performed by the Directors as designated by the Board of Directors, until such time that an election can be scheduled.
The Immediate Past-Chair shall serve a one (1) year term as prescribed in Article IV, Section 5a. The Immediate Past-Chair shall perform duties as directed by the Chair or Board of Directors, shall serve as Chair of the Governance Committee and as a member of various standing committees as designated elsewhere in these Bylaws, and shall be responsible for providing leadership for the evaluation of the Executive Director.
The Treasurer shall serve a two-year term and shall be responsible for reviewing all accounts and disbursements and other assets and report the sources and uses of all funds and securities to the Board. The Treasurer, on behalf of the Board, may request an audit and present findings. The Treasurer shall review and provide quarterly and annual financial reports, and perform other duties as assigned by the Board of Directors. The Treasurer-elect shall serve a two-year term and shall serve in an apprentice role to the Treasurer. In the absence of the Treasurer, the Treasurer-elect may assume the reporting responsibilities as needed 5. Secretary The AMC Source liaison (Executive Director) shall serve as the official Secretary of the Association (See Article V, Section II).
ARTICLE V Operations Management Section 1: Operations Management The Board of Directors shall contract with an Association Management Company (AMC) to manage the daily operations of the organization including fiscal management, marketing and public relations, membership, and program offerings, i.e., (professional development, signature programs, awards programs, and regional and annual meetings. Section 2: Executive Director The AMCSourceliaison shall serve as the Executive Director of AAHHE, with the approval and at the will of the Board, at the will of the Board with the following responsibilities:
Section 3: Certified Public Accountant for the Association The Board of Directors shall contract with a Certified Public Accountant experienced in working with non-profit organizations to provide guidance and oversight on matters related to the fiscal management of the organization. Specifically, the contracted accountant shall:
ARTICLE VI COMMITTEES, COUNCIL & TASK FORCES Section 1. Executive Committee Rules; Quorum. The Executive Committee shall consist of the officers of the AAHHE Board of Directors: the Chair, Chair-elect, Immediate Past-Chair, Treasurer, Treasurer-elect and the Executive Director (AMC Source Liaison, ex-officio). In addition, the Board of Directors may appoint any of its members to the Executive Committee, composed of as many members as the Board may determine, which may make its own rules of procedure and shall meet where and as provided by such rules, as determined by the Directors. A majority shall constitute a quorum, and in every case the affirmative vote of a majority of all the members of the Executive Committee shall be necessary to the adoption of any resolutions. Authority. During the intervals between the meetings of the Directors, the Executive Committee shall have and may exercise all the powers of the Directors in the management of the business and affairs of AAHHE in all cases in which specific directions shall not have been given by the Board of Directors. Section 2. Standing Committees The following Standing Committees of the Board of Directors are hereby established and shall provide strategic direction and oversight on matters within their respective areas of responsibilities, as described below and in the committee charters (attached): Finance & Audit, Governance, Marketing & Public Relations, Membership, and Programs. The Chair and Chair-elect shall be identified by the Governance Committee and shall:
The Executive Director shall maintain all committee charges, terms and assignments.
The Finance & Audit Committee shall provide strategic direction and oversight, pertaining to the Association’s fiscal and financial affairs, including the annual budget and financial policies; financial analyses; financial reporting systems and controls; qualifications, performance and independence of the Association’s independent financial auditor; annual tax returns; organizational assets; proper use of resources; AMC Source financial expenditures; and make recommendations to the Board. The Finance & Audit Committee shall be chaired by the Treasurer, and include:
The Governance Committee shall provide strategic direction and oversight of the organization infrastructure including Board operations; oversee the nomination and election process of new members to the Board as well as the leadership and membership of the standing committees; address gaps in competencies and demographic representation; conduct performance evaluation of the Board and the organization’s management service; and make recommendations to the Board. The Committee shall be the steward of AAHHE’s Bylaws and policies; and periodically review and/or propose any changes or amendments to the Association’s Bylaws and policies, as needed. The Governance Committee shall be chaired by the Immediate Past-Chair and include: i. At least two additional Board members. ii. Three volunteers from the association’s membership.
The Marketing & Public Relations Committee shall provide strategic direction and oversight on matters pertaining to the AAHHE website, member communications, social media, engagement with key constituents, fundraising, and the development of an effective marketing strategy; and make recommendations to the Board. The Marketing & Public Relations Committee shall be chaired by a Board member, and include: i. One additional Board member as chair-elect. ii. Four volunteers from the association’s membership. iii. AMC Source Designee(s), ex-officio.
The Membership Committee shall undertake efforts concerning building the institutional, organizational, and individual membership of AAHHE and make recommendations to the Board. The Membership Committee shall be chaired by a Board member, and include: i. One additional Board member as chair-elect. ii. Three volunteers from the association’s membership.
The Programs Committee shall oversee the leadership programs, publications, awards and professional development components of the Association. The Programs Committee shall have two established sub-committees: Conference Planning Committee (aka CPC) and Regional Conference to assist in the effective conduct of its conference planning business. The Committee shall make recommendations to the Board of Directors. The Programs Committee shall be chaired by a Board member, and include: i. One additional Board member as chair-elect. ii. Co-chairs of the CPC. iii. AMC Source Liaison, ex-officio. iv. AAHHE Chair-Elect, ex-officio The remaining committee members, including the sub-committee chairs shall be determined by the committee chair and chair-elect, in collaboration with the AAHHE Chair-elect, according to the charter and shall include volunteers from the association’s membership.
Section 3. Advisory Council The Advisory Council shall provide guidance and support to AAHHE’s strategic planning, governance, and issues of importance to the advancement of AAHHE’s mission as described in more detail in the council charter (attached). Individuals on the Advisory Council will serve annually, coinciding with the start of the fiscal year, in an ex-officio capacity and must be AAHHE members in good standing, or representing institutional members in good standing. The Advisory Council membership shall be chaired by a Board member, and include, at a minimum: i. One additional Board member as chair-elect. ii. The Immediate Past-Chair.
Section 4. Ad-hoc Committees and Task Forces The Board may establish ad-hoc Committees and Task Forces. No such committee or task force shall be established without a written charge specifying its assignment, the officer or body to whom it reports and when reports are to be submitted, and a date certain by which it shall be either affirmatively renewed or automatically dissolved.
ARTICLE VII CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENTS, ETC. Section 1. Selection The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of AAHHE and shall determine who shall be authorized on AAHHE’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents. Section 2. Investments The funds of AAHHE may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board of Directors in its sole discretion may deem desirable.
ARTICLE VIII FISCAL YEAR The fiscal year of AAHHE shall begin July 1 and end on June 30.
ARTICLE IX OFFICE Section 1. Registered Office The registered office of AAHHE shall be located in the City of Wilmington, Delaware. Section 2. Other Offices AAHHE may also maintain offices at such other places, either within or without the State of Delaware, as the Board of Directors may require.
ARTICLE X INDEMNIFICATION AAHHE shall indemnify officers and members of the Board of Directors who may be a party (or who may be threatened to be made a party) to any action or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that they are an officer or Director of AAHHE. The indemnification shall include all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement that are actually and reasonably incurred by the officer or Director in connection with such action, suit or proceeding, provided that the officer or Director acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of AAHHE. If the action is criminal, in order to be indemnified, the officer or Director must have had no reasonable belief that their conduct was unlawful. In all respects, the indemnification provided for under this Article shall be in accordance with the indemnification provisions set forth in Section 145 of the Delaware General Corporation Law.
ARTICLE XI AMENDMENTS, ETC. These Bylaws may be amended, added to, or repealed by the Board of Directors. Such changes must first be proposed by the Governance Committee and then voted on by a majority vote of the Directors then in office, provided notice of intention to amend the Bylaws shall be disseminated to each Director at least five days before the meeting. Bylaws shall be distributed to each Director at least five days before the annual meeting or a special meeting called by the Board.
ARTICLE XII NOTICE AND WAIVER OF NOTICE Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by email or other form of distribution. Any notice required to be given by law or under these Bylaws may be waived by the person entitled thereto, and their attendance, either in person or by proxy, at any meeting shall constitute a waiver of notice thereof. Established June 30, 2003 (Amended: March 8, 2008, March 2012, & June 2016, October 25, 2017, June 29, 2018, May 14, 2019, June 4, 2019, July 25, 2019, April 1, 2020, & June 20, 2020, December 11, 2020)
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