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UPCEA Bylaws

The University Professional and Continuing Education Association has two governing documents. The Association's Bylaws set out the purposes and general organizational structure for the Association. The UPCEA Policies and Procedures Manual details how the organization operates in order to meet the purposes as stated in the Bylaws. The Policies and Procedures Manual is available for members to view on UPCEAConnect.

Bylaws

Article I: Name, Seal, Offices

Section 1. Name. The name of the organization shall be University Professional and Continuing Education Association, Inc. (hereinafter referred to as "Association" or UPCEA).

Section 2. Seal. The Association shall have a seal of such design as the Board of Directors may adopt.

Section 3. Offices. The principal office of the Association shall be in Washington, D.C. The Association may have such other offices within or without the District of Columbia as may be permitted by the corporation laws of the District of Columbia and as may from time to time be designated by the Board of Directors.

Article II: Purposes

The Association is a non-profit corporation organized under the District of Columbia Non-Profit Corporation Act exclusively for education, scientific, research, mutual improvement, and professional purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue law) or shall have the necessary and incidental powers to carry out its corporate purposes, which shall be:

• To promote quality in professional and continuing higher education.

• To enable professional and continuing higher education leaders to serve the needs of diverse publics effectively by providing professional development opportunities.

• To represent the broad interests of professional and continuing higher education before governmental bodies and in all other appropriate fora.

• To develop and disseminate timely information and research about professional and continuing higher education.

• To work closely with allied organizations in the higher education community to advance professional and continuing higher education.

• To recognize the achievements of leaders who have contributed to the advancement of professional and continuing higher education.

Article III: Membership

Section 1. Categories. The Association shall have such categories of membership as determined by the Board of Directors and approved by the voting membership of the Association.

Article IV: Dues

Section 1. Assessment. The dues structure for the Association shall be determined by the Board of Directors and approved by the voting membership of the Association.

Article V: Meetings

Section 1. Regular and Special. The full membership of the Association shall meet once in each calendar year. This meeting shall be the regular meeting and the annual business meeting of the Association. Special meetings shall be called as necessary by the Board. Meetings of the Association shall be at times and locations designated by the Board. The membership shall be notified of the time, location, and purpose of any meeting at least thirty days prior to the meeting.

Section 2. Quorum. A quorum for a meeting of the Association membership shall be 30 percent of the institutional membership or their proxies present and voting.

Section 3. Proxies. An institutional representative may designate a proxy to represent his/her institution, if done so in writing to the chief elected officer of the Association prior to the annual business meeting of the Association.

Section 4. Mail Ballot. Voting on all matters which may be properly considered by a meeting of the Association may be conducted by mail, with the exception of amendments to the bylaws.

Section 5. Sub-Units. Sub-unit meetings shall be held at times and places convenient to the sub-unit members, except that sub-unit meetings shall not conflict with the regular meeting of the Association.

Article VI: Board of Directors

Section 1. General Powers. The Board of Directors shall supervise, control, and direct the affairs of the Association, pursue its purposes, and determine its policies, except as otherwise provided in the charter of the Association or these bylaws. In the execution of the powers granted by the charter, the Board may adopt such operating rules, policies, and procedures as shall be deemed advisable and may appoint such agents as may be considered necessary.

Section 2. Composition. The composition of the Board of Directors shall be determined by the membership of the Association.

Section 3. Officers. The officers of the Association shall be the officers of the Board.

Section 4. Meetings. The Board shall meet in each calendar year. Meetings of the Board shall be at times and locations designated by the Board. Board members shall be notified of the time, location, and purpose of any meeting at least thirty days prior to the meeting.

Section 5. Quorum. A quorum shall be fifty-one percent (51%) of the membership of the Board entitled to vote, present and voting at a meeting of the Board. The Chief Executive Officer of the Association shall serve without vote.

Section 6. Mail Ballot. Voting on all matters which may be properly considered by the Board at a meeting may be conducted by mail.

Section 7. Minutes. Minutes of meetings of the Board shall be kept and constitute a record of the business conducted by the Board.

Section 8. Compensation. Board members shall not receive compensation or reimbursement for their services as directors.

Section 9. Replacement. A director may resign at any time by giving written notice to the elected head of the Association. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the elected head of the Association. A Board member absent from meetings of the Board without excuse may be removed by majority vote of the Directors at a regular or special meeting at which a quorum is present. Vacancies that may occur on the Board by reason of death, resignation, removal, or otherwise, shall be filled by the action of the remaining members of the Board.

Article VII: Officers

Section 1. Officers. The officers of the Association, their qualifications, and their duties shall be determined or modified by the membership of the Association. The current officers of the Association and the duties of such officers shall be listed in the Policies and Procedures Manual of the Association. All officers serve until their successors have been duly elected and assume office.

Article VIII: Administration

Section 1. Chief Executive Officer. The Board shall employ a chief executive officer to carry out the management and administration of the Association. The administrative program of the Association will be that which is endorsed from time to time by the Board of Directors and the membership. The Board shall fix by contract the duties, responsibilities, and compensation of this position.

Section 2. Staff. The chief executive officer shall appoint all professional and support staff.

Section 3. Property. The Board shall have the power to sue and be sued, to acquire, own, dispose of, and otherwise use real or personal property, or any interest therein; to make contracts and incur liabilities, borrow money at such rates of interest as it may determine, issue notes, bonds, and other obligations, and secure its obligations by mortgage or pledge of any or all of its property, franchises, and income; to elect or appoint officers and agents of the corporation, and define their duties and compensation; to make and alter bylaws, not inconsistent with its charter or with the laws of the District of Columbia, for the administration and regulation of the affairs of the Association. Notwithstanding the above, the Association shall not engage in any business or other activity which is not in the furtherance of and exclusively for its educational, scientific, research, mutual improvement, and professional purposes, and which does not comply fully with the Sherman Act, the Clayton Act, and Federal Trade Commission Act.

Section 4. Procedure. Roberts Rules of Order, Revised shall govern all meetings of the Board, of the Association, and parliamentary procedures insofar as they are not inconsistent with applicable statutes, the charter, and these bylaws, unless other specific procedures are provided by the Board.

Section 5. Power of Attorney. The officers of the Association and chief executive officer shall have authority as attorney-in-fact to execute and acknowledge on behalf of the Association, legal documents or other instruments in connection with the operations of the Association as approved by the Board of Directors.

Article IX: Committees

Section 1. Committees. The elected head of the Association with the approval of the Board of Directors shall establish and dissolve the standing and special committees of the Association.

Section 2. Mail Ballot. Voting on all matters which may be properly considered at a meeting of a committee may be conducted by mail.

Article X: Sub-Units

Section 1. Sub-Units. The Board of Directors may establish sub-units of the Association as are needed and useful. The sub-units shall have administrative responsibility to the Board and shall operate under policies and procedures established by the Board. The policies of sub-units shall be approved by the Board.

Article XI: Finances

Section 1. Banking. The funds of the Association shall be deposited in such financial institutions as may be approved by the Board, and such depositing authority may be delegated by them to the chief executive officer.

Section 2. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Directors.

Section 3. Budget. The Association shall operate under a budget approved annually by the Board of Directors and reported to the membership at the annual business meeting of the Association.

Section 4. Audit. The finances of the Association shall be audited and reported by the Board of Directors of the Association.

Section 5. Bonding. The appropriate Association officers, the chief executive officer, and employees shall be bonded at the expense of the Association in amounts established by the Board.

Article XII: Indemnification

The Association shall defend against suit or legal proceedings, pay the expenses and indemnify against judgment or loss of any current or former Board member, officer, agent, or employee of the Association rising out of any connection with or activities on behalf of the Association, provided that such person is not guilty of bad faith, negligence, or misconduct in the performance of the duties of the position. This Article shall not be deemed to be exclusive of any other rights to which such person may be entitled under any bylaw, agreement, contract, vote of Board, or members, or otherwise.

Article XIII: Dissolution

The Association may be dissolved or merged with another similar corporation conducting substantially the same activities, upon approval of a plan of dissolution adopted by a two-thirds vote of the total membership of the Board and a majority of the voting membership of the Association. Such a plan of dissolution shall provide for the complete payment and discharge of all corporate obligations before disposition of the net corporate assets, which may then be distributed equally among such constituent members of the Association or their successors as are in existence, actively engaged, and qualify as tax-exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future Internal Revenue law).

Article XIV: Amendments

Amendments to these bylaws may be proposed by any member of the Association. Such proposals shall be referred to a charter/bylaws review group for study and recommendation to the Board. If approved by the Board, the recommended amendment will be distributed to the membership at least thirty (30) days prior to a regular meeting. Amendments shall be adopted by majority vote of the voting members. When amendments to these bylaws cause the policies governing the sub-units to be inconsistent or in violation of the amended Bylaws, editorial changes shall be made to the policies of the sub-units without action by the membership.

(Adopted April 6, 1987; amended April 1996 to reflect the Association name change from NUCEA to UCEA; amended April 9, 2010 to reflect the Association name change to UPCEA.)