By-Laws (formerly Constitution)

BY-LAWS

Article I Name

The name of this organization shall be the North East Association for Institutional Research, Inc., also referred to as NEAIR, and in this document, as the Association.

Article II Purpose

The purposes of the Association shall be to: 1) promote Institutional Research in postsecondary education as a professional activity; 2) disseminate information about the methods and content of Institutional Research; 3) provide a community of practice in which Institutional Researchers can discuss and seek assistance with their common professional challenges; 4) promote the professional development of NEAIR members; and, 5) conduct an annual conference.

Article III Membership

Section 1. Membership is open to individuals who are engaged in research leading to the improved understanding, planning and operation of institutions of post-secondary education and to individuals who are interested in the methodology and results of institutional research. Such individuals become members by payment of annual dues. There shall be no discrimination in membership on the basis of gender, gender identity, race, ethnicity, national origin, religion, disability, sexual orientation, marital status, parental status or age. Emeritus members shall receive all rights and privileges of regular membership except the right to vote or hold elective office. Emeritus members shall not be assessed membership dues. Membership fees shall be determined by the Steering Committee.

Section 2. The membership year shall be from September 1^st – August 31^st.

Article IV Board of Directors

Section 1. The business and affairs of the Association shall be managed under the direction of the board of directors for all purposes, and only for such purposes, of Delaware law or other applicable laws relating to corporations and associations. In all other matters, the Steering Committee shall be responsible for managing the affairs of the Association. The members shall elect the board of directors with the exception of chairs appointed by the President or their designee such as the Program, Local Arrangements and Diversity Equity Inclusion and Social Justice Committee Chairs.

Section 2. A majority of the board of directors (also known as the Steering Committee) may increase or decrease the number of directors (also known as Committee Chairs). Each director shall hold office until such director’s successor is elected or appointed or until such director’s earlier resignation or removal.

Section 3. An annual meeting of the board of directors shall be held after the Annual Business Meeting, no notice other than this by-law being necessary. The board of directors may provide, by resolution, the time and place, either within or without the State of Delaware, as the place for holding of regular meetings of the board of directors without notice other than that resolution.

Section 4. Special meetings of the board of directors may be called by or at the request of the President or by a majority of the directors then in office. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the board of directors called by them.

Section 5. Notice of any special meeting shall be in writing and shall be delivered via electronic mail to each director at the director’s business or personal email address as provided at least two (2) days before the meeting. Notice shall be deemed given when transmitted to the director at the director’s electronic mail address that appears on the Association’s records. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the board of directors need be specified in the notice unless specifically required by statute or by these by-laws.

Section 6. A majority of the board of directors shall constitute a quorum for transaction of business at any meeting of the board of directors; provided, however, that, if less than that number of directors required for a quorum are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 7. The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the board of directors, unless the concurrence of a greater portion is required for the action under the certificate of incorporation of the Association, these by-laws or applicable statute.

Section 8. Members of the board of directors may participate in a meeting by telephone or virtually using appropriate electronic technology provided all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute the equivalent of presence in person at the meeting.

Section 9. Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting using electronic polling or email voting as long as results are filed with the minutes of proceedings of the board of directors.

Section 10. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any directors so chosen shall hold office until the next Annual Business Meeting and until their successors are elected or appointed and qualified.

Section 11. The chair of the board (the President) shall preside over the meetings of the board of directors.

Section 12. The members may, at any time, remove any director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast on the matter and may elect a successor to fill any resulting vacancy for the balance of the term of the removed director.

Section 13. The board of directors may ratify and make binding on the Association any action or inaction by the Association, the Steering Committee or any committee thereof, or the Officers to the extent that the board could have originally authorized the matter.

Article V Committees of the Board of Directors

Section 1. The board of directors may appoint from among its members committees, composed of one or more directors, to serve at the pleasure of the board of directors, pursuant to Section 141(c)(2) of the General Corporation Law of the State of Delaware (the “General Corporation Law”). Such committees shall be distinct from committees of the Association established pursuant to Article IX and XIII.

Section 2. The board of directors may delegate to committees appointed under Section 1 of this Article any of the powers of the board of directors, except as prohibited by law or the certificate of incorporation of the Association or these by-laws.

Section 3. In the event of absence or disqualification of any member of any committee, the members of that committee present at any meeting, whether or not they constitute a quorum, may unanimously appoint a director to act in the place of the absent or disqualified member.

Section 4. Members of a committee of the board of directors may participate in a meeting by telephone or virtually using appropriate electronic technology provided all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute the equivalent of presence in person at the meeting.

Section 5. Any action required or permitted to be taken at any meeting of a committee of the board of directors may be taken without a meeting, if all members of the committee consent thereto in writing or by email and the writing, writings or email/emails, or electronic survey or ballot are filed with the minutes of proceedings of the committee.

Section 6. The board of directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any committee.

Article VI Officers

Section 1. The officers of the Association shall consist of the President, the President-Elect, the Treasurer, the Treasurer-Elect whenever there shall be one, and the Secretary.

Section 2. The term for officers will begin at the conclusion of the Annual Business Meeting following their election and terminate at the conclusion of the Annual Business Meeting appropriate for the length of term specified in Article VI, Section 3, except that the term of the Treasurer will coincide with the Association's fiscal year.

Section 3. The terms of the President and of the President-Elect shall be one year or until their successors are elected. The term of the Secretary shall be three years or until a successor is elected. The term of the Treasurer shall be three years or until a successor is elected.

Section 4. Any officer may be removed at any time with cause by a majority vote of the Steering Committee then in office at any Special Meeting of the Steering Committee called for that purpose, provided that at least one week’s notice shall be given of the proposed action to the entire Steering Committee then in office.

Article VII Duties of Officers

Section 1. President. The President shall chair the Steering Committee and preside at the Business Meetings of the Association. The President represents the Association in relations with other professional and educational organizations, foundations, and government agencies except where otherwise noted. The President shall be responsible on behalf of the Association for business meetings and Annual Conference site contracts.

Section 2. Treasurer. The Treasurer shall be responsible for the receipt and disbursement of all funds of the Association and for the establishment and maintenance of appropriate records of all fiscal transactions. The Treasurer shall be responsible for preparing a budget to be submitted to the Steering Committee for approval and the annual fiscal report to be presented at the Annual Business Meeting. The Treasurer shall ensure that all expenditures are within the approved budget and have been properly incurred under the policies of the Association. The Treasurer shall provide oversight of any externally contracted entity as needed related to the financial aspects of the Association.

Section 3. Secretary. The Secretary shall be responsible for the minutes of the meetings of the Steering Committee and of the Annual and any Special Business Meetings. The Secretary, or appropriate designee, shall maintain a historical and current record of the activities of the Association such as Conflict of Interest and Whistleblower forms.

Section 4. President-Elect. The President-Elect will have such duties as the President shall designate. During their term, the President-Elect shall, except for the Nominating Committee, appoint the chairs of all Standing Committees to serve for the period during which the President-Elect serves as President. The President-Elect (or their designee) shall chair the site selection committee. The President-Elect (or their designee) is also responsible for workshops and other professional development activities for the year in which they serve as President-Elect.

Article VIII Fiscal Year

The fiscal year of the Association shall be July 1 to June 30.

Article IX Steering Committee

Section 1. The Steering Committee shall consist of the President, the President-Elect, the Treasurer, the Secretary, the Administrative Coordinator/Managing Director (ex-officio), the Immediate Past President, Chairs of each Standing Committee, and six Members-at-Large, two to be elected each year. Terms of office for Members-at-Large shall be for three years, beginning at the conclusion of the Annual Business Meeting following their election and terminating with the conclusion of the Annual Business Meeting three years later. To provide an orderly transition of financial responsibility, the Treasurer whose successor has been elected shall continue to serve on the Steering Committee during the balance of their term of office, and the Treasurer-Elect shall also serve on the Steering Committee from the time of election until their term commences.

Section 2. The Steering Committee shall have full authority to act for and on behalf of the Association, except as otherwise specified in these by-laws. The Steering Committee shall be responsible for such duties as are required for the management of the Association's affairs.

Section 3. Three Members-at-large Steering Committee positions shall be designated as sector representatives to insure that our Steering Committee contains representation across these sectors. The three sectors should be broadly defined as: Two-Year (all two year institutions, inclusive of community colleges, proprietary institutions and technical colleges); Public Institutions (all public institutions, excluding any two-year institutions); and Private Institutions (all private institutions excluding any private or proprietary two-year institutions). Each year the ballot will contain one slot that is designated as a sector slot and the sectors will rotate across a three-year cycle. Each year the entire membership will vote for the sector representative, in addition to voting for one undesignated Member-at-Large slot. Should an individual be voted in as a sector representative and then change to employment outside of that sector, the person shall still be eligible to complete their term.

Section 4. The officers are part of the Steering Committee and shall not be a committee for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Article X Vacancies

Vacancies in any office or on the Steering Committee or the Nominating Committee shall be filled by appointment through a vote of the Steering Committee for the unexpired term.

Article XI Meetings

The Annual Business Meeting of the Association shall be held in conjunction with the Annual Conference and shall be announced to the membership in writing at least thirty (30) days prior to the scheduled date of the meeting. Steering Committee meetings will be called by the President. Special Business Meetings may be called by the Steering Committee, provided written notice of the date, time and location for such a meeting is emailed to all current members at least seven (7) days prior to the meeting being held.

Article XII Quorum

Section 1. A quorum at any business meeting of the Association shall consist of at least one quarter of the Association membership.

Section 2. A quorum at any officially called and announced meeting of the Steering Committee shall consist of a simple majority of the Steering Committee members.

Article XIII Committees

Section 1. Standing Committees. There shall be ten (10) Standing Committees: Program, Local Arrangements, Information Governance Research & Analytics (IGRA), Nominating, Professional Development, Site Selection, Membership, Finance, Grants, and Diversity Equity Inclusion & Social Justice (DEISJ). There shall be an adequate/appropriate number of Standing Committees to conduct the Association’s business.

Section 2. The terms of appointment of the Chairs of the Program and Local Arrangements Committees shall be one year to coincide with the term of the President.

Section 3. The Program Committee shall be responsible for developing and implementing the programmatic offerings of the Annual Conference. The Program Committee shall not be a committee for purposes of Section 141(c) of the General Corporation Law or any successor statute.

Section 4. The Local Arrangements Committee shall be responsible for all logistical arrangements for the Annual Conference. The Local Arrangements Committee shall not be a committee for purposes of Section 141(c) of the General Corporation Law or any successor statute.

Section 5. The Information Governance Research & Analytics Committee is responsible for supporting the technology needed by the association to deliver information and services to the membership. The committee shall consist of a member of the Steering Committee serving as chair and additional members from the membership. The IGRA Committee shall not be a committee for purposes of Section 141(c) of the General Corporation Law or any successor statute.

Section 6. The President, with the approval of the Steering Committee, shall establish Ad Hoc Committees as necessary to carry on special activities of the Association. The President will appoint Chairs of Ad Hoc Committees. Ad Hoc Committees shall not be committees for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Section 7. The Nominating Committee shall consist of the immediate Past President as Chair and at least six persons elected by the membership of the Association and shall be responsible for conducting the election of officers, Members-at-large of the Steering Committee and members of the next Nominating Committee of the Association in accordance with the election procedures set forth in these by-laws. The term of office of elected members of the Nominating Committee shall be for one year beginning at the conclusion of the Annual Business Meeting following their election and terminating at the conclusion of the following Annual Business Meeting. Each year, the nominating committee shall contain one sector representative. The sector representative shall rotate, anticipating the rotation system for the sector representatives for the Members-at-Large on the Steering Committee (e.g., if the nominating committee for the next year will propose a ballot including a two-year college representative, then the ballot for the current year should have one slot that would be reserved for a two-year college representative). The Nominating Committee shall not be a committee for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Section 8. The Site Selection Committee shall be responsible for recommending future conference sites to the Steering Committee. The chair of the Site Selection Committee will be the President-Elect or their designee. The committee shall consist of the chair, the President, the Treasurer, and the Administrative Coordinator/Managing Director. The Site Selection Committee shall not be a committee for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Section 9. The Professional Development Committee shall be chaired by the President-Elect (or their designee). The committee shall be responsible for investigating and implementing professional development opportunities for the membership. The Professional Development Committee shall not be a committee for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Section 10. The Membership Committee shall oversee the variety of NEAIR activities to ensure that the membership has access to their membership benefits, develop new areas of benefits, and communicate these benefits with NEAIR members. The committee shall also provide information to assist new NEAIR members, coordinate a mentoring program which matches members and fosters networking and collegiality. The committee shall consist of a member of the Steering Committee serving as chair and additional members from the membership. The Membership Committee shall not be a committee for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Section 11. The Finance Committee shall be responsible for overseeing the development of the annual NEAIR budget; ensuring accurate tracking of finances; ensuring adequate financial controls are being maintained; implementing a multi-year budget development process; and, advising the Steering Committee on strategic management of funds. The Treasurer participates on the committee as an ex officio member. The committee shall consist of a member of the Steering Committee serving as chair and additional members from the membership. The Finance Committee shall not be a committee for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Section 12. The Grants Committee shall be responsible for overseeing the professional development and research grant programs funded by NEAIR. This shall include reviewing grant applications and selecting and notifying grant recipients. The committee shall consist of a member of the Steering Committee serving as chair and additional members from the membership. The Grants Committee shall not be a committee for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Section 13. The Diversity Equity Inclusion and Social Justice (DEISJ) Committee shall be responsible for examining and improving NEAIR culture, structures, policies, and procedures from a diversity, equity, inclusion and social justice lens, and engaging our community using a social justice, anti-racist lens to analyze and re-envision institutional research practices. The DEISJ Committee shall not be a committee for purposes of Section 141(c)(2) of the General Corporation Law or any successor statute.

Article XIV Nominations and Elections

Section 1. At least twelve (12) weeks prior to the conference, the Nominating Committee shall issue a call to the members of record for nominations for officers, members of the Steering Committee and members of the next Nominating Committee.

Section 2. At least six (6) weeks prior to the conference, the Nominating Committee shall distribute to all members a ballot offering at least two candidates for every open position (except in the case of directors, where the Nominating Committee may nominate one or more candidates for each board position). A majority of votes selects the winner.

Section 3. The Nominating Committee shall present the newly-elected directors, officers and committee members to the Steering Committee at least two (2) weeks prior to the conference and to the general membership after the results are presented to the Steering Committee but no later than the Annual Business Meeting.

Section 4. In the event of a tie for a specific office or committee seat cast by the membership at large, a majority vote of the full membership of the Steering Committee on a special ballot taken prior to the Annual Business Meeting shall be used to determine a winner between the tied candidates.

Section 5. No voting member of the Steering Committee shall be considered for any position on the NEAIR ballot during their term of service.

Section 6. No member of the Nominating Committee shall be considered for any position on the NEAIR ballot during their term of service for the committee.

Section 7. For any elected position on the Steering Committee, a member must wait for at least five years to run for election to a second or successive term in the same position.

Section 8. The Nominating Committee may not nominate a person as both (i) a director and (ii) an officer or a committee member.

Article XV Indemnification

Section 1. To the maximum extent permitted by Section 145(a) of the General Corporation Law in effect from time to time, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that the person is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 2. To the maximum extent permitted by Section 145(b) of the General Corporation Law in effect from time to time, the Association shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Association and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Association unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Expenses (including attorneys’ fees) incurred by an officer or director of the Association in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Association as authorized by the General Corporation Law. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the Association or by persons serving at the request of the Association as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise shall be so paid upon such terms and conditions, if any, as the Association deems appropriate.

Section 4. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled under the certificate of incorporation of the Association, this constitution, any agreement, vote of members or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation of the Association or this constitution shall not be eliminated or impaired by an amendment to the certificate of incorporation of the Association or this constitution after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

Section 5. The Association shall power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Association would have the power to indemnify such person against such person against such liability under these provisions, the certificate of incorporation of the Association or the General Corporation Law.

Article XVI Amendments

These by-laws may be amended by a vote of two-thirds of the members present at the Annual Business Meeting, or through a vote of two-thirds of voters in an electronic vote at any other time. To be considered for a vote, proposed amendments must be distributed to all members at least two (2) weeks before the vote.

Article XVII Dissolution

In the event of dissolution, the residual assets of the Association will be turned over to one or more organizations which themselves are exempt as organizations described in section 501 (c)(3) of the Internal Revenue Code of 1986 or corresponding sections of any prior or subsequent Internal Revenue code, or to the Federal, State, or Local government for exclusive public purpose.

Approved by a vote of Membership at the Annual Business Meeting, November 17, 2021
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Definitions:
Officers = President, President-Elect, Treasurer, Treasurer-Elect (if there is one), and Secretary
Board of Directors = Steering Committee
Directors = Committee Chairs including Program and Local Arrangements Chair