Article I: Name and Office
Section 1. Name of Association. The name of this corporation shall be NATIONAL ASSOCIATION FOR CAREER & TECHNICAL EDUCATION INFORMATION, INC. (NACTEI).
Section 2. Address of Association. The initial principal office of the corporation shall be located at number 650 West State Street in the city of Boise, Idaho, but may be changed from time to time by action of the Board of Directors without the amendment of these Bylaws. The corporation may also have offices at such other places as the Board of Directors may from time to time determine.
Article II: Purpose
This Association shall: (1) Serve as a forum for exchanging ideas and methods relating to career & technical education information systems (e.g. data collection, information management, fiscal transactions, etc.); (2) promote the discussion of, and policy recommendations for, issues related to career & technical education information systems; (3) promote the establishment of effective local, state, and federal career & technical education information systems; (4) promote a national career & technical education communication information network; and (5) sponsor an annual conference on the subject of information pertaining to career & technical education.
In addition, this Association shall have any and all other powers, rights, and privileges which a corporation organized under the Idaho Non-Profit Corporation Act by law may now or hereafter have or exercise.
Article III: Membership
Section 1. Members. Every person who registers for and attends any conference which has been sponsored and presented by the Association shall be a member of the Association until the date of the next succeeding conference.
Section 2. Certificates of Membership. If the Board so decides, certificates representing membership in the Association may be issued in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President of the Association and by the Secretary. The name and address of the person to whom the membership represented thereby is issued shall be entered on the books of the Association. In the alternative, the Association may conduct its business without the issuance of certificates. Memberships shall be nontransferable.
Article IV: Regional Structure (Revised 5/7/2014)
Section 1. Regional Divisions. The membership shall be divided into five (5) regions.
Section 2. Region I. The following states are designated as Region I states: Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont, and West Virginia. Region I has two (2) Regional Representatives.
Section 3. Region II. The following states are designated as Region II states: Alabama, Bahamas, Florida, Georgia, Kentucky, North Carolina, Puerto Rico, South Carolina, Tennessee, Virgin Islands, and Virginia. Region II has two (2) Regional Representatives.
Section 4. Region III. The following states are designated as Region III states: Illinois, Indiana, Iowa, Minnesota, Missouri, and Wisconsin, Region III has two (2) Regional Representatives.
Section 5. Region IV. The following states are designated as Region IV states: Arkansas, Louisiana, Mississippi, New Mexico Oklahoma, and Texas. Region IV has two (2) Regional Representatives.
Section 6. Region V. The following states are designated as Region V states: Alaska, American Samoa, Arizona, California, Colorado, Hawaii, Idaho, Kansas, Montana, Nebraska, Nevada, North Dakota, Northern Mariana Islands, Oregon, Pacific Islands, Saipan, South Dakota, Utah, Washington, and Wyoming. Region V has three (3) Regional Representatives.
Article V: Board of Directors
Section 1. General Powers. The business and affairs of the Association shall be managed by its Board of Directors. The Board of Directors shall be made up of an Executive Committee, the eleven (11) Regional Representatives and the Program Chair if that position is not held by a Regional Representative.. The Executive Committee shall be made up of the Association Officers as described in Article VI, and the Program Chair. The makeup of the Regional Representative positions are as described in Article IV.
Section 2. Election. The number of Directors shall be a maximum of seventeen (17). Initially, the Board of Directors of the unincorporated Association from which this Association arose shall serve as the Board of Directors of this Association. The Board shall at all times consist of the five (5) officers of the Association (see Article VI, below) who shall each serve for a one (1) year term unless re-elected, plus the Regional Representatives for Regions I, II, III, and IV shall each serve as members of the Board for a term of two (2) years and shall be elected by the members of the Association who reside within that region. Term of office for Regional Representatives shall be limited to no more than three (3) terms of two (2) years each not to exceed six (6) consecutive years; retroactive to the 2004 election. Representatives for Region V shall serve a three (3) year term and shall be elected by the members of the Association who reside in Region V. Term of office for the Region V representative shall be limited to no more than two (2) terms of three (3) years each not to exceed six (6) consecutive years; retroactive to the 2004 election. In each region, the term of one representative will expire each year and an election will be held to replace or re-elect (if eligible for re-election) the representative. When vacancies occur outside the normal term of office, the Executive Board shall revise the rotation of representatives in that region. Election of Regional Representatives, by region, will take place at the annual meeting of members.
Section 3. Nominations to Elected Positions. The President shall annually appoint a Nominating Committee which will be responsible for coordinating the identification of nominees as needed for upcoming year’s vacant Regional Representative positions in each of the regions. Nominees will be identified from the current membership who resides in each region. Nominations shall be made by current members residing in each region. Self nomination will be encouraged.
Section 4. Regional Representative Duties. Each regional representative shall represent his or her region at the annual meeting and at meetings of the Board of Directors. Other duties and responsibilities of Regional Representatives are described in the appendix of the Board Member Handbook.
Section 5. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately prior to, immediately following, or during the annual conference sponsored by the Association and at the same place as the annual conference. The Board of Directors may, by resolution, provide the time and place within the State of Idaho or elsewhere for the holding of additional regular meetings without other notice than such resolution.
Section 6. Special Meeting. Special meetings of the Board of Directors may be called either by or at the request of the President or by or at the request of any five (5) Directors.
Section 7. Notice. Notice of any special meeting shall be given at least five (5) days prior thereto by written notice delivered personally, faxed, mailed electronically, or mailed by first class mail to each Director. Any Director may waive notice of a meeting in writing. Attendance by a Director shall automatically constitute a waiver of such notice. Formal notice of any meeting may be waived in writing at any meeting.
Section 8. Quorum. The presence in person or by proxy of a majority of Directors shall constitute a quorum for the acts of the Board of Directors. Directors may, for purposes of establishing a quorum, grant a proxy to any other current member of the Board of Directors.
Section 9. Voting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Directors may, for voting purposes, grant a proxy to any other current member of the Board.
Section 10. Vacancies. Vacancies during the term shall be filled by the remaining Directors by majority vote. If the remaining Directors are unable to agree on a member to fill such a vacancy, said vacancy shall be filled for the remaining term at the next annual meeting of members by the representatives of the region from which the vacancy has occurred..
Section 11. Appointment of Officers. The Board of Directors, by majority vote, may appoint any officer of this Association whose position shall become vacant prior to the expiration of the term of office.
Section 12. Removal of Directors. A member of the Board of Directors may be removed from office, with or without cause, at any time by the affirmative vote of two-thirds (2/3) of the Directors.
Section 13. Informal Action by Directors. In lieu of the foregoing meeting procedures, meetings of the Directors may be held by telephone conference calls. In addition, any action which may be taken by the Board of Directors may be taken by the Directors without a meeting if a majority of the Directors consent in writing to the action to be taken or the decision to be made.
Section 14. Action by Committees. Any action of the Board of Directors except for the appointment of officers and the amendment of these Bylaws or the Articles of Incorporation may be taken by duly-appointed committees of the Board unless such committee action shall require the ratification of the Board itself. The President shall annually appoint the following committees: (1) Nominations; (2) Audit; (3) Bylaws; (4) Awards; (5) Marketing and Communications; (6) Sponsors; and (7) Program of Work. Unless denoted otherwise, the appointments shall be for one (1) year. Other standing and/or special committees may be appointed as deemed necessary.
Section 15. Extension of Board Terms. In the event the Association shall fail to hold any annual conference, the terms of existing officers shall automatically be extended for one (1) year. Replacement Regional Representatives shall be elected as described in the last two sentences of Article V, Section 9.
Article VI: Officers
Section 1. Designation. The officers of the Association shall be a President, the President Elect, a Secretary, and a Treasurer, each of whom shall be elected annually by the Board of Directors. The immediate Past President shall also serve as an officer of the Association.
Section 2. Election and Term of Office. The officers of the Association shall be elected during the initial regular meeting of the Board of Directors. Officers elected at the initial regular meeting of the Board of Directors shall assume the responsibilities of the office as a part of the Annual Meeting of the membership. Each officer shall hold office until his or her successor has been duly elected, until his or her death, or until he or she shall resign or shall have been removed from office.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the Association would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Association. He or she shall, when present, preside at all meetings of the members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates of membership of the corporation, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Bylaws to some other officer or agent of the Corporation. Candidates for President must have served on the Board of Directors in either an elected or appointed position.
Section 6. President Elect. The person elected as the President of the Association for the term following the term of the current President shall be the President Elect. In the absence of the President or in the event of his or her death, inability, or refusal to act, the President Elect shall perform the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The President Elect shall also perform such other duties as from time to time may be assigned him or her by the President or by the Board of Directors. Candidates for President Elect must have served on the Board of Directors in either an elected or appointed position.
Section 7. Past President. Upon the expiration of the term of the President, that person shall automatically assume the office of Past President. The Past President shall perform such duties as may, from time to time, be assigned to him or her by the Board of Directors.
Section 8. Secretary. The Secretary shall keep the minutes of the members and of the Board of Directors meetings in one or more books provided for that purpose; shall see that all the notices are duly given in accordance with the provisions of these Bylaws or as required by law; shall be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; shall keep a register of post office addresses of each member which shall be furnished to the Secretary by such member; shall sign with the President or Vice-President certificates for membership of the corporation, the issuance of which have been authorized by resolution of the Board of Directors; shall have general charge of the membership books of the corporation; and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
The Secretary of the corporation shall maintain the corporate record books which shall contain the originals of the Articles of Incorporation, these Bylaws, and the Minutes of all members’ and Board of Directors’ meetings, together with copies of the Notice given or the Waivers of Notice received by the corporation.
Section 9. The Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The costs of any such bond shall be paid by the Association. He or she shall have charge and custody of and be responsible for all funds and securities of the Association; shall receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust accounts, or other depositories as shall be selected in accordance with these Bylaws; shall prepare and present to the members of the corporation at the members’ annual meetings a report as to the financial status of the corporation and a report of the receipts and expenses of the corporation during the preceding year; and in general shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
The Treasurer of the corporation shall prepare and mail to members of the Board of Directors an annual financial report which report shall list in summary form all receipts and expenses of the corporation for the prior year. Said report shall also include a then-current list of all corporate assets and liabilities.
Article VII: Corporate Records, Contracts, Loans, Checks, and Deposits
Section 1. Contracted Employees. The Board of Directors may contract for specific services (Executive Director, Webmaster, etc.) through at-will contract(s) upon approval of a ⅔ majority vote of the Board of Directors. The contracted employee(s) shall serve in this capacity through the duration of said contract or until he or she shall resign or be released from contract by the Board of Directors.
Section 2. Removal. A contracted employee may be relieved of responsibility, with or without cause, at any time by a two-thirds (2/3) affirmative vote of the Board of Directors.
Section 3. Job Description. Contracted employee(s) will serve as an agent for the Board of Directors as detailed in a written Job Description. The Job Description for each contracted employee shall be reviewed annually and agreed upon by the Executive Board and the contracted employee and be placed on file with the Secretary. A contracted employee may serve as the Association’s agent in areas set forth in the employee’s job description.
Article VIII: Corporate Records, Contracts, Loans, Checks, and Deposits
Section 1. Contract. The Board of Directors may by written resolution authorize any officer, contracted employee or agent of the corporation to enter into any contract or execute or deliver any instrument in the name of, and on behalf of, the corporation. Such authority may be general or confined to specific instances.
Section 1.a. Sponsor Fees. The Board of Directors shall annually establish sponsorship levels for the following annual conference, including the cost and benefits of each level.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by written resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or agent of the corporation in such manner as shall from time to time be determined by written resolution of the Board of Directors.
Section 4. Deposit. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, savings and loan associations, trust companies, or other depositories as the Board of Directors may select.
Section 5. Corporate Records. The Secretary of the corporation shall maintain the corporate record books which shall contain the originals of the Articles of Incorporation, these Bylaws, and the Minutes of all members’ and Board of Directors’ meetings, together with copies of the Notice given or the Waivers of Notice received by the corporation. In addition, the Secretary shall hold the unissued membership certificates if authorized by the Board of Directors.
Section 6. Inspection Rights. The members shall have the right, either in person or by agent, to inspect the corporate books at any reasonable time upon the giving of three (3) days written notice.
Section 7. Annual Financial Report. Within 60 days after the end of the corporation’s fiscal year, which shall commence on the first day of January in each year and conclude on the last day of the following December, the Treasurer of the corporation shall prepare and mail to members of the Board of Directors an annual financial report which report shall list in summary form all receipts and expenses of the corporation for the prior year. Said report shall also include a then-current list of all corporate assets and liabilities.
Article IX: Amendments
Section 1. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the full membership of the Board of Directors of the Association.
The foregoing Bylaws have been ratified and approved by the Directors on the date shown in the above right-hand corner.