Bylaws

Mid-America Association for Institutional Research, Inc.

Article I: Membership and Voting

Section 1.

Membership in the Corporation and election to any office or appointment to any committee shall not be based on race, ethnic origin, sex, age, or religious conviction.

Section 2.

There shall be the following categories of membership: individual, individuals with institutional membership, and honorary membership.

Section 3.

Honorary membership may be awarded to members or former members. Nominations for honorary membership shall be made to the Board of Directors. An affirmative vote of two-thirds of the Board of Directors shall be required for the awarding of honorary membership.

Section 4.

Only the following categories of members shall be eligible to vote on Corporation business and hold elective office in the Corporation: (a) individual members, and (b) individuals with institutional membership.

Section 5.

Voting shall take place at either the Annual Meeting, or through a postal mail ballot, via electronic mail, or the internet.

Section 6.

The right of a member to vote and all of his or her other rights and interest in the Corporation shall cease on the termination of his or her membership.

Section 7.

No member shall have any right, title, or interest in any of the property or assets, including any earnings of investment income of this corporation nor shall any of such property or assets be distributed to any member on its dissolution.

Article II: Officers

Section 1.

The officers of the Corporation shall be a President, a Secretary, a Treasurer, and an Electronic Services Coordinator.

Section 2.

President. The President shall be responsible for: (a) activities of the Board of Directors; (b) creating committees and appointing Corporation members to serve on such committees; (c) appointing Corporation members to carry out those administrative activities and functions of the Corporation not specifically assigned to the Corporation Secretary or Treasurer; (d) the annual conference and business meeting; (e) formulating policy and expediting the implementation of such policies; (f) acting as a liaison with AIR; and (g) any other duties necessary to assist the Corporation in achieving its purposes as stated in the Articles of Incorporation.

Secretary. The Secretary shall be responsible for: (a) maintaining and publishing an annual listing of the membership of the Corporation; (b) keeping the minutes of the annual business meeting and of the meetings of the Board of Directors; (c) printing and distributing notices and proceedings of the annual meeting; (d) printing and distributing copies of changes and amendments to the Articles of Incorporation and Bylaws; and (e) performing any other duties assigned by the President.

Section 3.

Past President. After stepping down as MidAIR president, the Past President will serve for one year until the next annual conference. The Past President shall assist the President in her/his duties, performing duties assigned by the President. If the regular Board term of the Past President has expired, the Past President shall be a non-voting ex officio member of the Board, serving at the pleasure of the Board.

Treasurer. The Treasurer shall be responsible for: (a) collection of membership fees and Annual Corporation Meeting fees; (b) payment of duly authorized expenses of the Corporation; (c) preparation of financial reports of the Corporation; and (d) performance of any other duties assigned by the President. The Treasurer shall be a non-voting ex officio member of the Board, appointed by, and serving at the pleasure of the Board.

Electronic Services Coordinator. The Electronic Services Coordinator shall be responsible for: (a) maintaining the Corporation's internet presence; (b) disseminating new information to the membership via the internet; (c) maintain information regarding the Corporation's Listserv used to communicate with the membership; and (d) performance of any other duties assigned by the President. The Electronic Services Coordinator shall be a non-voting ex officio member of the board, appointed by, and serving at the pleasure of the Board.

Section 4.

Terms of office. The terms of office shall be determined by the Board of Directors.

Article III: Board of Directors

Section 1.

The Board of Directors shall be composed of five elected members, each of whom shall serve a three year term. Such terms shall be staggered so that a maximum of two members of the Board of Directors is elected annually. The Board of Directors shall select annually from its members the President and Secretary. The President shall preside at all meetings of the Board of Directors. The Board shall appoint the Treasurer and Electronic Services Coordinator.

Section 2.

The Board of Directors shall meet as necessary at the Annual Meeting and, insofar as possible, at the Annual Forum of the Association for Institutional Research. Other meetings may be held as necessary to conduct the business of the Corporation.

Section 3.

The Board of Directors shall receive no compensation for their services.

Section 4.

The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Article IV: Election

Section 1.

Eligibility. Only individual members and individuals with institutional memberships shall be eligible to become officers.

Section 2.

Consent to Election. Only those persons who have signified to the President their consent to serve if elected shall be nominated for or elected to the Board of Directors.

Section 3.

Vacancies. The Board of Directors shall have the authority to fill a vacancy by appointing an individual member or and individual with institutional membership to fill unexpired terms.

Section 4.

Election of the Board of Directors. The Board of Directors shall be elected by a postal mail or electronic mail ballot distributed to the membership or via the internet prior to the Annual Meeting.

Article V: Bylaws

Section 1.

Proposed changes in the Bylaws: (a) may be submitted to any member of the Board of Directors at least sixty (60) days prior to the Annual Business Meeting; or (b) may be proposed through action originating in the Board of Directors.

Section 2.

The Secretary shall be responsible for printing any proposed Bylaws or amendment(s) initiated in accordance with Section 1 of this Article, and for submitting them to the registered members for consideration at the Annual Business Meeting.

Section 3.

A proposed change in the Bylaws shall become effective at the end of the Annual Business Meeting at which it was approved by a majority of the registered members present.

Article VI: Articles of Incorporation

Section 1.

Proposed amendments to the Articles of Incorporation: (a) may be submitted to any member of the Board of Directors by a member of this Corporation in writing at least sixty (60) days prior to the annual business meeting or (b) may originate through actions in the Board of Directors.

Section 2.

Proposed amendments must be approved by a two-thirds vote of the Board of Directors.

Section 3.

Amendments approved by the Board of Directors shall be circulated by the Secretary at least thirty (30) days prior to the Annual Business Meeting and at the Annual Business Meeting.

Section 4.

Proposed amendments shall become effective at the end of the Annual Business Meeting at which they are approved by two-thirds of the registered members present.

Article VII: Annual Meeting

Section 1.

The Annual Meeting of the Corporation shall be held during the Fall of each year at a site and date determined by the Board of Directors. The Annual Business Meeting shall be held in conjunction with the Annual Meeting.

Section 2.

The latest edition of Robert's Rules of Order shall govern all business meetings insofar as they are not inconsistent with the Articles of Incorporation and Bylaws.

Article VIII: Calendar

The fiscal year of the Corporation shall begin July 1.

Article IX: Fees

Section 1.

Membership fees shall be assessed to all who wish to be members.

Section 2.

A conference registration fee shall be assessed to all who attend the Corporation Annual Meeting. The Board of Directors may waive such fee if it deems such action appropriate.

Section 3.

Fees shall be reviewed and set annually by the Board of Directors.

Article X: Quorum

Section 1.

A quorum to conduct the business of the Corporation shall consist of fifteen (15) members of the Corporation.

Section 2.

A quorum to conduct business of the Board of Directors shall consist of a simple majority of the Board of Directors.

 

Article XI: Contracts, Deposits, Checks

Section 1.

Contracts. The Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument or document on behalf of the Corporation, which authority may be general or specific.

Section 2.

Deposits. All funds received by the Corporation shall be deposited to the credit of the Corporation in such banks or other depositories as may be approved and authorized by the Board of Directors.

Section 3.

Checks. All checks, drafts, or any authorization for the payment of any notes, sums of money, or other evidence of debt issued in the name of the Corporation shall be signed by such officers or agents as shall from time to time be designated and determined by the Board of Directors. Unless otherwise authorized, such instruments shall be signed by the Treasurer.

Updated November 2010