Constitution of the Association of College Unions International, Inc.
SECTION 1 – NAME
The name of the corporation is Association of College Unions International, Inc.
SECTION 2 – CORPORATION
The Association is a not-for-profit corporation under the laws of the State of Indiana.
SECTION 3 – BYLAWS
The corporate Bylaws of the Association shall consist of two parts: the Constitution and the Bylaws.
SECTION 4 – UNION
The word “Union” is defined as a college or university organization whose objectives are to provide campus community centers and/or to provide educational, cultural, recreational, and social programs for members of the academic community.
The purposes and goals of the Association are to achieve the broad-based educational and charitable purposes set forth in Article II of the Articles of Incorporation. These purposes and goals shall be realized through individuals, including college and university staff members and student leaders, other members of the campus community, and representatives of selected non-collegiate organizations.
SECTION 1 – GENERAL
There are two classes of members – institutional and individual – with such voting rights and subject to such qualifications as are set forth in the Articles of Incorporation and the Constitution.
Applications for membership must be submitted to the Chief Executive Officer, or designee, who approves memberships, subject to criteria established by the Board of Trustees. All members must support the purposes and goals of the Association. There shall also be a category for individuals at a nonmember institution which would allow that individual to be involved with the Association. There shall also be Associate and Honorary status. The Board of Trustees may establish other categories to describe relationships with organizations or individuals that may not qualify for membership.
SECTION 2 – INSTITUTIONAL MEMBERS
Institutional membership shall be open to colleges and universities that have a union building or student activities program, or are planning a union building or student activities program.
Where two or more unions or campus community centers exist under the jurisdiction of the same union governing board, they shall be allowed a single institutional membership and one vote on each Constitutional and Bylaw issue; if however, they are under the jurisdiction of separate union governing boards, each shall be allowed a separate institutional membership. Only institutional members who are current in their dues and other obligations to the Association are entitled to vote on Constitutional and Bylaw matters. All enrolled students and employed staff and faculty at a member institution will have access to ACUI programs and services.
SECTION 3 – ROSTER STATUS AT AN INSTITUTIONAL MEMBER
A designated number of individuals may be assigned to a member institution’s roster, who are eligible to vote in the election of Board of Trustee members.
SECTION 4 – INDIVIDUAL NOT AT A MEMBER INSTITUTION
Individual student involved in or staff member or faculty member who is employed in any union, student activities, related facility operation, related curriculum program or student affairs program whose college or university is not an institutional member are not eligible to hold office or serve as a member of the Board of Trustees, not entitled to vote, but are eligible to serve as a volunteer in other capacities as defined in Policies and Procedures.
SECTION 5 – HONORARY MEMBERS
Honorary membership may be conferred by the Board of Trustees on those individuals who have manifested an exceptional interest in the affairs of the Association or rendered exceptional service to the Association over an extended period of time, as determined by the Board of Trustees. No dues shall be required for honorary members. Honorary members are not eligible to hold office or serve as a member of the Board of Trustees, not entitled to vote, but are eligible to serve as a volunteer in other capacities as defined in Policy and Procedures.
SECTION 6 – ASSOCIATE
Associate status shall be open to non-collegiate organizations. Associate Members shall not be entitled to vote. Associate status shall be open to organizations operated for profit and thus are not eligible for institutional or individual membership. Employees or representatives are not eligible to hold office or serve as a member of the Board of Trustees, not entitled to vote, but are eligible to serve as a volunteer in other capacities as defined in Policies and Procedures.
SECTION 1 – BOARD OF DIRECTORS
The Board of Directors of the Association shall be known as the Board of Trustees.
SECTION 2 – OFFICERS
The Officers shall be the President and the President-elect and the Chief Executive Officer.
SECTION 3 – QUALIFICATIONS OF OFFICERS AND BOARD OF TRUSTEE MEMBERS
No person shall be eligible to serve as an Officer (except for the Chief Executive Officer) or member of the Board of Trustees unless employed by (or in the case of a Student Member, enrolled in) an Institutional Member. Any Officer or member of the Board of Trustees who ceases to be so employed (or enrolled) shall have 60 days to become employed by or enrolled in an Institutional Member before becoming disqualified and the vacancy so created shall be filled in accordance with the Bylaws.
SECTION 4 – MEMBERSHIP OF THE BOARD OF TRUSTEES
The Board of Trustees shall consist of the Officers (except for the Chief Executive Officer who shall be a non-voting member ex-officio), a number of Trustees ranging from six (6) to eight (8) members-at-large, from one (1) to two (2) Student Members, and the Immediate Past President. The Chief Executive Officer shall be entitled to notice of and attendance at all meetings of the Board of Trustees.
SECTION 5 – ANNUAL ESTABLISHMENT OF NUMBER OF MEMBERS-AT-LARGE
As a part of the election process, the Board of Trustees shall initially determine the number of members-at-large, which shall not be less than six (6) nor more than eight (8). The determined number shall be announced to the membership prior to nominations being sought.
SECTION 6 – ELECTION OF PRESIDENT-ELECT
The President-elect shall be elected by the eligible individual voting members of the Association for a three-year term. The President-elect shall be installed at the conclusion of the Annual Business Meeting immediately following their election and installed as President and Immediate Past President, respectively, in the next two subsequent years at the conclusion of each Annual Business Meeting. The term shall end with the installation of their immediate successors as Immediate Past President. There shall be a limit of two consecutive terms but no limit on the total of number of terms that an eligible individual member may serve on the Board of Trustees.
SECTION 7 – ELECTION OF MEMBERS-AT-LARGE
The members-at-large shall be elected by eligible voting members of the Association for a two-year term. Members at-large shall be installed at the conclusion of the Annual Business Meeting immediately following their election. The term shall end with the installation of their immediate successors. There shall be a limit of two consecutive terms but no limit on the total number of terms that an eligible individual member may serve on the Board of Trustees.
SECTION 8 – SELECTION OF STUDENT MEMBER
The Student Member(s) shall be selected for a one-year term in accordance with the procedure adopted by the Board of Trustees. There shall be a limit of two consecutive terms but no limit on the total number of terms that an eligible individual member may serve on the Board of Trustees. The number of Student Members, one (1) or two (2), shall be announced to the membership prior to applications being sought.
SECTION 9 – ELECTIONS
An Elections Committee will identify, recruit, accept nominations, and verify credentials for candidates for the Board of Trustees. The Elections Committee will hear any and all appeals and will hold the final decision on such matters. The Chair of the Elections Committee will be the immediate past president. An alternate past president may be selected by the Board of Trustees if the immediate past president is unable to perform these duties.
SECTION 10 –VOTES REQUIRED
With the exception of the Student Member and Chief Executive Officer who are selected, Board of Trustees will be elected by the membership according to voting parameters indicated in the Bylaws.
SECTION 11 – ADDITIONAL OFFICERS
The Board of Trustees may elect officers in addition to those specified in this Article IV of the Constitution. The Chief Executive Officer and any such additional officers shall be elected by the Board of Trustees subject to the provisions of Article IV of the Bylaws.
SECTION 1
The power to make, alter, amend, or repeal the Constitution is vested in the Board of Trustees and the Institutional Members of the Association, except that no act shall be taken that would prevent the Association from being an organization described in Section 501(c)(3) of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws.
SECTION 2
All amendments shall be proposed to or by the Board of Trustees and presented to the institutional membership upon the approval of the Board of Trustees. Discussion will be initiated and encouraged through appropriate venues.
SECTION 3
A ballot shall be distributed to the institutional members for a vote no sooner than thirty (30) days following the presentation of the proposed amendment, and the voting period shall be thirty (30) days following the date of the distribution.
SECTION 4
Any such amendment to the Constitution shall be adopted upon receiving the affirmative vote of a majority of the Institutional Members voting.
Last updated August 21, 2021.
Bylaws of the Association of College Unions International, Inc.
SECTION 1
The name of the corporation is the Association of College Unions International, Inc.
SECTION 2
The fiscal year of the Association begins on the first day of January and ends on the last day of the following December.
SECTION 1
Membership in the Association shall be governed by the provisions of the Articles of Incorporation and Constitution.
SECTION 2
The Annual Business Meeting shall be held at such time and place as may be specified by the Board of Trustees. A notice stating the time and place of the meeting shall be made, at least, thirty (30) days before the date of the meeting.
SECTION 3
Special meetings of the Institutional Members of the Association may be called at any time by the President of the Association, by a majority of the Board of Trustees or by a written petition signed by a majority of the Institutional Members.
SECTION 4
A notice, stating the time and place of any special meeting of the Institutional Members and the purpose or purposes for which such meeting is called, shall be made at least thirty (30) days before the date of the meeting. Notice of any meeting may be waived in writing, filed by the Chief Executive Officer, or by attendance in person.
SECTION 5
At all meetings of members, including the Annual Business Meeting, those voting members present shall constitute a quorum.
SECTION 6
Only such members shall be entitled to notice of or (in the case of Institutional Members) to vote at any members’ meeting as shall appear as members upon the books of the Association as of such record date as the Board of Trustees shall determine, which date may not be less than ten (10) nor earlier than thirty (30) days preceding the meeting. In the absence of such determination, the record date shall be the fifteenth (15th) day preceding the date of such meeting. Unless otherwise provided by the Board of Trustees, members shall be determined as of the close of business on the record date.
SECTION 7
Institutional Members may vote on any Constitutional matters. Votes shall be cast only by the officially designated representative.
SECTION 8
Individuals on an institutional member’s roster are eligible to vote on election of all members to the Board of Trustees.
SECTION 9
The annual dues for Institutional Members shall be assessed in accordance with the latest available statistics published by the U.S. Department of Education. Institutional members not in the United States shall pay lesser dues.
SECTION 10
The dues structure for all categories of membership shall be established by the Board of Trustees. Increases beyond 5% must go before the Institutional membership via ballot. In no case, however, may dues be increased more than once a year.
SECTION 11
The resignation of a member shall not relieve the person, firm, partnership or corporation from the payment of current annual dues.
SECTION 12
Members of the Association must pay dues according to the approved dues schedule to be members in good standing. Failure to pay dues results in a member no longer being a member in good standing entitled to the benefits, rights and privileges of membership.
SECTION 1
The affairs of the Association shall be managed by the Board of Trustees. The Board of Trustees shall serve the Association as follows: determine and communicate the strategic direction, set policies that guide the Association; ensure the fiscal health and political strength of the organization; enhance the public image; serve, when needed, as the final level of appeal; provide resources to staff to meet the needs of the membership; and evaluate organizational outcomes consistent with the Articles of Incorporation, the Constitution, and the Bylaws. It shall determine the time, place and agenda of the Annual Business Meeting and the Annual Board Meeting, determine the location of the principal office, and select the Chief Executive Officer.
SECTION 2
With the exception of the Student Member and Chief Executive Officer, the Board of Trustees will be elected by the membership. The President-elect shall be elected by majority vote using ranked choice voting. Members at-large shall be elected using ranked choice voting based on a mathematical election threshold determined according to the total number of candidates running for election.
SECTION 3
The Board of Trustees shall consist of the officers, six (6) to eight (8) members-at-large, one (1) or two (2) Student Members, the Immediate Past President, and the Chief Executive Officer, ex- officio without vote. Despite the expiration of a member’s term, the member shall continue to serve until his or her successor is elected and qualified, or until the earlier of his or her death, resignation, disqualification or removal, or until there is a decrease in the number of members. Any member of the Board of Trustees may be removed for cause by a two-thirds vote of the full Board of Trustees. Any vacancy on the Board of Trustees, from whatever cause arising, except by reason of the expiration of a member’s term shall be filled by selection of a successor by a majority vote of the remaining members of the Board of Trustees (even if less than a quorum); provided, however, that if such vacancy or vacancies leave the Board of Trustees with no members or if the remaining members are unable to agree upon a successor or determine not to select a successor, the vacancy shall be filled by the prescribed election procedures. The term of a person elected or selected to fill a vacancy shall expire at the end of the term for which such person’s predecessor was elected.
SECTION 4
The individual members of the Board of Trustees shall have no authority to bind the Association except when acting as a Board or a committee established by the Board and granted authority to bind the Association.
SECTION 5
A majority of the whole Board of Trustees shall be necessary to constitute a quorum for the transaction of business, except the filling of volunteer vacancies. If a quorum is present when a vote is taken, the affirmative vote of a majority of those voting shall be the act of the Board of Trustees, unless the act of a greater number is required by law, the Articles of Incorporation, or the Constitution and Bylaws.
SECTION 6
The Board of Trustees shall meet one time annually for the purpose of transacting such business as may properly come before the Association. The Annual Board of Trustees meetings and other meetings of the Board of Trustees shall be held on such dates, at such times, and at such places as shall be fixed by resolution adopted by the of Board or otherwise communicated to the Chief Executive Officer and the members of the Board of Trustees. The Board of Trustees may at any time alter the date for the next regular meeting of the Board of Trustees.
SECTION 7
Special meetings of the Board of Trustees may be called by the President or any member of the Board of Trustees upon not less than three (3) days’ notice given to each member of the Board of Trustees, and the Chief Executive Officer, of the date, time, and place of the meeting, which notice need not specify the purpose or purposes of the special meeting. Notice of any meeting of the Board of Trustees may be waived in writing at any time if the waiver is signed and filed with the minutes or corporate records. Attendance at or participation in a meeting waives any required notice to the person attending or participating, unless he or she at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
SECTION 8
The Board of Trustees may permit any or all of its members to participate in a regular or special meeting by, or through the use of, any means of communication, such as conference telephone, by which all members participating may simultaneously hear each other during the meeting. A person participating in a meeting by such means shall be deemed to be present in person at the meeting.
SECTION 9
Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without the meeting if the action is taken by all members of the Board of Trustees. The action must be proposed by the Chief Executive Officer and evidenced by one or more written consents describing the action taken, signed by each member of the Board of Trustees, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last member of the Board of Trustees signs the consent, unless the consent specifies a different, prior, or subsequent effective date, in which case the action is effective on or as of this specified date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
SECTION 1
The Association shall have a President and a President-elect. The Association shall also have a Chief Executive Officer, a Secretary, and a Treasurer. The Chief Executive Officer may also serve as Secretary and Treasurer.
SECTION 2
Any officer elected by the Board of Trustees may be removed from their role for cause by a two- thirds vote of the full Board of Trustees. Any vacancy occurring in any office elected by the eligible voting members (and accordingly resulting in a vacancy in the Board of Trustees) shall be filled in accordance with the provisions of Article III of these Bylaws.
SECTION 3
The President, subject to the control of the Board of Trustees, shall have general oversight authority over the affairs of the Association and Chief Executive Officer and other officers. The President shall serve as a spokesperson of the Association and shall represent, or appoint others to represent the Association at appropriate conferences and ceremonies. The President shall preside at all meetings of the members of the Association and at all meetings of the Board of Trustees.
SECTION 4
The President-elect shall assume the duties of the President in the President’s absence or incapacity, and shall perform such other duties as the President or the Board of Trustees may determine.
SECTION 5
The Chief Executive Officer shall serve as primary spokesperson for the Association and have general charge of, and authority over, the business and affairs of the Association. The Chief Executive Officer shall have ultimate responsibility for carrying out the goals, policies, programs and objectives determined by the Board of Trustees. The Chief Executive Officer shall also, with the Board of Trustees, develop a budget.
SECTION 6
The Secretary of the Association shall be the custodian of the papers, books and records of the Association. The Secretary shall prepare and record the minutes of all meetings of the Board of Trustees and of the members. The Secretary shall perform such other duties as the Board of Trustees or President may prescribe.
SECTION 7
The Treasurer shall prepare and maintain correct and complete records of account, showing accurately the financial condition of the Association. All cash of the Association shall be deposited in bank accounts designated by the Board of Trustees. All notes, securities, and other assets coming into the possession of the Association shall be received, accounted for, and placed in safekeeping as the Treasurer may from time to time prescribe. The Treasurer shall furnish, whenever requested by the Board of Trustees or the President, a statement of the financial condition of the Association. The Treasurer shall perform such other duties as the Board of Trustees or President may prescribe.
SECTION 1
There shall be an education council which is responsible, in partnership with the Central Office staff, for the development, delivery, and evaluation of a comprehensive and balanced program of professional development activities, services, and events.
SECTION 2
The President shall establish, with the advice and approval of the Board of Trustees, such other working groups and task forces as are determined to be necessary to serve the goals of the Association and its members.
SECTION 3
The President may appoint, with the advice and approval of the Board of Trustees, chairpersons or directors for other working groups. All programs and activities shall be evaluated regularly and may be retained, revised or eliminated by actions of the Board of Trustees.
SECTION 4
The Board of Trustees shall determine and outline in writing the functions and duties of any working groups prior to its establishment and may appoint a chairperson. Subsequent changes in the functions and duties shall be studied collaboratively with the specific working groups, prior to any formal action by the Board of Trustees. All working groups shall be evaluated regularly and may be retained, revised, or eliminated by action of the Board of Trustees.
SECTION 1
The Association shall be divided into geographical regions. There shall be a Regional Director for each region who shall be responsible for organizing and coordinating regionally-based programs, assisting the officers and the Board of Trustees in the development of the Association and advising on matters of policy.
SECTION 2
The geographical boundaries of the regions shall be determined by the Board of Trustees.
SECTION 3
A Regional Director shall be elected by the regional membership from each region for a two year term. All regional programs and regional directors shall be evaluated regularly and may be retained, revised, or eliminated by actions of the Board of Trustees.
SECTION 1
The Board of Trustees may authorize any officers or agents of the Association to enter into any contract or execute any instrument on its behalf. Such authorization may be general or confined to specific instances. Except as provided by these Bylaws, no officer, agent, or employee, shall have any power to bind the Association or to render it liable for any purpose or amount unless so authorized by the Board of Trustees.
SECTION 2
Unless authorized by the Board of Trustees, no loan shall be made or contracted on behalf of the Association, and no evidence of indebtedness shall be issued in its name.
SECTION 3
All checks, drafts, or other orders for payment of money by the Association shall be signed by the Chief Executive Officer, or by such person or persons as the Board of Trustees may from time to time designate by resolution.
SECTION 1
The power to make, alter, amend, or repeal the Bylaws is vested in the Board of Trustees, except that no act shall be taken that would prevent the Association from being an organization described in Section 501(c)(3) of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws.
SECTION 2
Proposals to amend the Bylaws must be provided to the Board of Trustees with at least ten (10) days notices.
SECTION 3
Any such amendment to the Bylaws shall be adopted upon receiving a two-thirds vote of the full Board of Trustees.
Last updated February 2, 2022.