Article I

Section 1.  Name. The name of this organization shall be NATIONAL COUNCIL OF ARTS ADMINISTRATORS. 
For description the letters NCAA may be used.

Section 2.  Purposes. The purpose of the NCAA shall be:

  1. To encourage arts practice.
  2. To advance arts teaching.
  3. To encourage the exchange of information among arts administrators.
  4. To identify problems that arise in the administration of arts programs.
  5. To advocate support for arts programs.
  6. To articulate the perspective of arts administrators at the university, state, regional and national levels.
  7. To provide issue-related communication

Article II

Section 1.  Membership. The members of the NCAA is open to all those who currently serve or formerly served in an arts administrative capacity.

Section 2.  Becoming a Member or Sustaining a Membership. Those who qualify by virtue of their position as administrators may become members of the NCAA and pay annual dues.

Section 3.  State Affiliation. State or regional groups may attach to the NCAA by application to and approval of the Board of Directors. Such affiliation brings with it the responsibility (1) to foster the purposes and conform to Article II Section 1 of the NCAA and (2) to promote national membership.  Individuals do not become members of the NCAA simply by virtue of membership in state organizations.


Article III 

Section 1.  Board of Directors. The NCAA shall be governed by a Board of Directors consisting of no fewer than 12 and no more than 15 voting members determined by the terms of service of officers of the board, as per Article III, Section 6.

Section 2.  Function of the Board. The Board shall establish the policies and promote the activities of the NCAA.

 Section 3.  Board Meetings. The Board shall meet at least twice yearly.  Special meetings may be called by a majority of voting members. Quorum shall consist of a majority of voting members. 

Section 4.  Membership Meetings. The Board shall call membership meetings at least once yearly. At these meetings elections will be held and other business transacted. The place and date for membership meetings must be fixed at least thirty days in advance. Those members represented at a meeting shall constitute a quorum.

Section 5.  Election of the Board. For the purpose of electing members to the Board the following procedure shall be used.

A. Three members of the Board will be elected at each yearly business meeting on a rotational basis.
B. Election to the Board is for a term of four years.
C. Board members may not be re-elected to serve successive terms of service. A Board member may stand for reelection to the Board two years after their current term of service is completed.
D. A nominating committee and committee chairperson will be appointed by the President at the post-conference Board meeting of the Annual Fall Conference.
E. The nominating committee will select a slate of no fewer than five Board candidates from the nominees submitted to them in writing by the membership and will present this slate for approval at the Winter Board Meeting. Any candidate selected for the current slate of Board candidates will also be considered a nominee for the subsequent slate, and may be selected by the Board to appear on the annual meeting board election ballot
 F.  Board members will be elected by secret ballot. The three nominees receiving the largest  number of votes shall be elected.

Section 6.  Officers of the Board. The officers shall be elected by the members of the Board of Directors. 

The officers shall be a president, a secretary, and a treasurer.  There may also be other officers as the board deems appropriate. Elected officers will take office at the next regular meeting of the Board and will serve for two years.  The officers may serve any number of successive terms of office while on the Board. Each officer shall hold office for the term appointed and until a successor is appointed and qualified.  An officer may resign at any time by providing written notice to the corporation.  Notice of resignation is effective on receipt or at a later time designated in the notice. An officer elected by the board may be removed with or without cause by a two-thirds vote of all the Board of Directors then in office.  The removal shall be without prejudice to the person’s contract rights, if any.  Election to an office does not of itself create contract rights. A vacancy in any office for any reason may be filled by the board by an election of candidates from among the existing Board of Directors.

A. PRESIDENT: The President shall preside at Board and membership meetings,
appoint committees subject to the approval of the Board and provide supervision for all activities of the NCAA. The president shall be a voting member of the board. The president shall not vote on Board memberships, except in the case of a tie. The president shall be the chief executive officer of the corporation and shall have authority over the general control and management of the business and affairs of the corporation.  The president shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation.  The president shall sign all corporate documents and agreements on behalf of the corporation, unless the president or the board instructs that the signing be done with or by some other officer, agent, or employee.  The president shall see that all actions taken by the board are executed and shall perform all other duties incident to the office.  This is subject, however, to the president’s right and the right of the board to delegate any specific power to any other officer of the corporation.  

B. SECRETARY.  The secretary shall (a) keep minutes of board meetings; (b) be responsible for providing notice to each member or director as required by law, the articles of incorporation, or these bylaws; (c) be the custodian of corporate records; (d) perform all duties incident to the office and other duties assigned by the president or the board.

C. TREASURER:  The treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the corporation at such depositories in the corporation’s name that may be designated by the board; (d) file or caused to be filed all corporate filings including information returns with the Internal Revenue Service and annual reports with the State of Michigan; and (e) perform all duties incident to the office and other duties assigned by the president or the board.

D. PAST PRESIDENT: The most recent past President of the Board will serve as Past-President of the Board for a term to coincide with the term of the current President of the Board. The Past-President of the Board will remain a member of the Board of Directors until their term as Past-President expires or until their elected term of service is completed, whichever condition extends longer. In the event the Past-President’s term of service as an elected member of the Board of Directors expires prior to the end of the term as Past-President, the Past-President will serve as a non-voting member of the board.

E. PAST TREASURER: The most recent past Treasurer of the Board will serve as Past-Treasurer of the Board for a term to coincide with the term of the current Treasurer of the Board. The Past-Treasurer of the Board will remain a member of the Board of Directors until their term as Past-Treasurer expires or until their elected term of service is completed, whichever condition extends longer. In the event the Past-Treasurer’s term of service as an elected member of the Board of Directors expires prior to the end of the term as Past-Treasurer, the Past-Treasurer will serve as a non-voting member of the board.

F. ELECTION OF THE OFFICERS. The Board of Directors shall nominate candidates for Elected Officers from their number to include a President of the Board, a Treasurer, and a Secretary.  Elected Directors may nominate themselves, or other elected Directors, as candidates. The secretary shall solicit nominations in advance of the election. The Board of Directors shall be notified of the nominations by no later than seven (7) days in advance of the election. Elections shall take place at the regular meeting of the Board held in conjunction with the Annual Conference, or at such other times as the Board may determine. Officers will be elected by a simple majority vote of all the Directors then in office. Elected Officer’s terms will normally commence on January 1. Under extenuating circumstances the term can begin with the next Board meeting.

Article IV

Section 1.  Dues. All members will be required to pay dues in the amount established by the Board and approved by the membership.  Membership will be for one year from receipt of payment.

Section 2.  General Fund. A general fund will be established for the purpose of paying the operating expenses of the NCAA. Sources of revenue for the general fund consists of all dues and fees received.

Section 3.  Accountability. The Board and the officers shall be accountable to the membership for the expenditure of funds.

Section 4.  Distribution of Assets. In the event of dissolution of the NCAA, the assets shall be distributed equally among the membership.

Article V

Section 1.  Amendments. This constitution may be amended by majority vote of those represented at the annual meeting of the membership provided a written or electronic copy of the proposed amendment has been forwarded or made available to all members prior to the annual board meeting.