CONSTITUTION OF
THE NATIONAL COUNCIL OF ARTS ADMINISTRATORS
Article I
Section 1. Name. The name of this organization shall be NATIONAL COUNCIL OF ARTS ADMINISTRATORS.
For description the letters NCAA may be used.
Section 2. Purposes. The purpose of the NCAA shall be:
- Create a safe space for complex conversations for arts administrators in higher education.
- Support advocacy for impactful art leadership.
- Mentor leaders in the field.
Article II
Section 1. Membership. Membership of NCAA is open to all of those interested or engaged in arts administration and leadership.
Section 2. Rights & Responsibilities of Membership. Membership is established by the payment of annual dues, which provides the ability to vote in open elections.
Section 3. Membership Meetings. The Board shall call membership meetings at least once yearly. At these meetings elections will be held and other business transacted. The place and date for membership meetings must be fixed at least thirty days in advance. Those members present at a meeting shall constitute a quorum. Special meetings of members may be called by written request to the Board by 10% of the membership.
Section 4. Affiliation. Groups may partner with NCAA by application to and approval of the Board of Directors. Such affiliation brings with it the responsibility (1) to foster the purposes and conform to Article II Section 1 of the NCAA and (2) to promote national membership. Individuals do not become members of NCAA simply by virtue of membership in affiliate organizations.
Article III
Section 1. Board of Directors. NCAA shall be governed by a Board of Directors consisting of no fewer than 12 and no more than 15 voting members determined by the terms of service of officers of the Board, as per Article III, Section 6.
Section 2. Function of the Board. The Board shall establish the policies and carry out the activities of NCAA.
Section 3. Board Meetings. The Board shall meet at least twice yearly. Quorum shall consist of a majority of voting members of the Board.
Section 4. Election of the Board. For electing members to the Board, the following procedure shall be used.
A. Three members of the Board will be elected at each yearly business meeting on a rotational basis.
B. Election to the Board is for a term of four years.
C. Board members may not be re-elected to serve successive terms of service. A Board member may stand for reelection to the Board two years after their current term of service is completed.
D. The Board will select a slate of three to six Board candidates from the nominees submitted to them in writing by the membership and will present this slate for approval at the Winter Board Meeting.
E. Board members will be elected by anonymous ballot. The three nominees receiving the largest number of votes shall be elected. In case of a tie, the president shall cast their sole vote.
Section 5. Officers of the Board. The officers shall be elected by the members of the Board of Directors.
The officers shall be a president, a secretary, and a treasurer. There may also be other officers as the Board deems appropriate. Elected officers will take office at the next regular meeting of the Board and will serve for two years. The officers may serve any number of successive terms of office while on the Board. Each officer shall hold office for the term appointed and until a successor is appointed and qualified. An officer may resign at any time by providing written notice to the corporation. Notice of resignation is effective on receipt or at a later time designated in the notice. An officer elected by the Board may be removed with or without cause by a two-thirds vote of all the Board of Directors then in office. The removal shall be without prejudice to the person’s contract rights, if any. Election to an office does not of itself create contract rights. A vacancy in any office for any reason may be filled by the Board by an election of candidates from among the existing Board of Directors.
A. PRESIDENT: The President shall preside at Board and membership meetings,
appoint committees subject to the approval of the Board and provide supervision for all activities of NCAA. The president shall be a voting member of the Board. The president shall not vote on Board memberships, except in the case of a tie. The president shall be the chief executive officer of the corporation and shall have authority over the general control and management of the business and affairs of the corporation. The president shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation. The president shall sign all corporate documents and agreements on behalf of the corporation, unless the president or the Board instructs that the signing be done with or by some other officer, agent, or employee. The president shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office. This is subject, however, to the president’s right and the right of the Board to delegate any specific power to any other officer of the corporation.
B. SECRETARY. The secretary shall (a) keep minutes of Board meetings; (b) be responsible for providing notice to each member or director as required by law, the articles of incorporation, or these bylaws; (c) be the custodian of corporate records; (d) perform all duties incident to the office and other duties assigned by the president or the Board.
C. TREASURER: The treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the corporation at such depositories in the corporation’s name that may be designated by the Board; (d) file or caused to be filed all corporate filings including information returns with the Internal Revenue Service and annual reports with the State of Michigan; and (e) perform all duties incident to the office and other duties assigned by the president or the Board.
D. PAST PRESIDENT: The most recent past President of the Board will serve as Past-President of the Board for a term of one year. The Past-President of the Board will remain a member of the Board of Directors until their term as Past-President expires or until their elected term of service is completed, whichever condition extends longer. In the event the Past-President’s term of service as an elected member of the Board of Directors expires prior to the end of the term as Past-President, the Past-President will serve as a non-voting member of the Board.
E. PAST TREASURER: The most recent past Treasurer of the Board will serve as Past-Treasurer of the Board for a term of one year. The Past-Treasurer of the Board will remain a member of the Board of Directors until their term as Past-Treasurer expires or until their elected term of service is completed, whichever condition extends longer. In the event the Past-Treasurer’s term of service as an elected member of the Board of Directors expires prior to the end of the term as Past-Treasurer, the Past-Treasurer will serve as a non-voting member of the Board.
F. ELECTION OF THE OFFICERS. The Board of Directors shall nominate candidates for Elected Officers from their number to include a President of the Board, a Treasurer, and a Secretary. Elected Directors may nominate themselves, or other elected Directors, as candidates. The Nominations Committee shall solicit nominations in advance of the election. The Board of Directors shall be notified of the nominations by no later than seven (7) days in advance of the election. Elections shall take place at the regular meeting of the Board held in conjunction with the Annual Conference, or at such other times as the Board may determine. Officers will be elected by a simple majority vote of all voting members of the Board then in office. Elected Officer’s terms will normally commence on January 1. Under extenuating circumstances, the term can begin with the next Board meeting.
Article IV
Section 1. Committees.
The Board of Directors is responsible for overall policy and direction of NCAA and may delegate specified operational responsibilities to committees. The function and purpose of each committee is to advise the President and Board, including providing updates on committee activity. The Board maintains and posts a roster of current committees and membership. Committees may be formed or dissolved according to need.
Section 2. Executive Committee.
There is an executive committee whose primary responsibility is to promote NCAA’s objectives in accordance with the organization’s mission, vision, and values. The executive committee includes all the Board officers listed in Article III, Section 5.
Section 3. Standing and Special Committees.
The executive committee may, with the approval of the Board, create committees as are deemed necessary for the successful execution of the work of the organization. Each committee shall include a chair as leader and liaison to the full Board. This chair shall be a current Board member. Members of said committees shall serve for the entirety of the Board term, or until they request to the President to move to another committee. All Board members serve on at least one committee. Standing or special committees shall meet at the call of the chair of the respective committees, or at the call of the President.
Section 4. Committee Meetings.
Committees, other than the executive committee, meet at the discretion of the committee chair.
Article V
Section 1. Dues. All members will be required to pay dues in the amount established by the Board and approved by the membership. Membership will be one year from receipt of payment or expiration of previous membership term, whichever is later.
Section 2. General Fund. A general fund will be established for the purpose of paying the operating expenses of NCAA. Sources of revenue for the general fund consists of all dues, fees and donations received.
Section 3. Accountability. The Board and the officers shall be accountable to the membership for the expenditure of funds.
Section 4. Distribution of Assets. In the event of dissolution of the NCAA, the assets shall be distributed to a similar non-profit organization.
Article VI
Section 1. Amendments. This constitution may be amended by majority vote of those represented at the annual meeting of the membership provided a written or electronic copy of the proposed amendment has been forwarded or made available to all members prior to the annual Board meeting.
THE NCAA BOARD OF DIRECTORS
The Board of Directors is entrusted with the continued vitality of the organization. The directors act as stewards of the organization and its resources and oversee every aspect of the NCAA from the daily operations to planning future long-term goals and objectives of the Council. The Board includes the following twelve elected members:
President
Secretary
Treasurer
Directors (9)
BOARD RESPONSIBILITIES AND COMMITMENTS
All members should gain an understanding of NCAA’s operations and policies so as to be informed participants. Matters discussed in Board sessions should remain confidential in order to maintain the integrity of the Board as a deliberating body with the best interest of the entire Council being paramount.
The general responsibilities of all Board members include:
• Establishing the policies of the Council.
• Promoting the activities of NCAA.
• Overseeing the planning, general arrangements and tone of the annual conference.
• Facilitating an exchange of ideas for problem solving at the annual conference.
• Providing a web site for the membership.
• Selecting individuals who have made significant contributions to the arts in a national context for awards of distinction.
• Identifying the Council’s larger potential for ongoing service to its members and arts administrators.
BOARD OF DIRECTORS’ ELECTIONS
• At the annual NCAA Conference three members of the NCAA Board of Directors are elected by the Association membership to serve a four-year term.
• A Nominating Committee appointed by the President of the Board is charged with the responsibility of providing a slate of candidates from names submitted by the general membership.
• The Board of Directors is especially committed to diversity of representation in the nominee pool (engagement, geography, ethnicity, gender, type of institution, etc.)
Guidelines: For the purpose of electing members to the Board of Directors the following procedures shall be used:
The chairperson of the Nominating Committee is responsible for coordinating the process. The President will appoint the Nominating Committee members and the committee chairperson at the post-conference Board of Directors’ business meeting of the Annual Fall Conference.
• Nominating Committee chairperson sends letter to each nominee requesting expression of interest for consideration as a candidate to be placed in nomination for the Board; candidates wishing to be considered are asked to send a statement of intent and a bio to the Nominating Committee chairperson.|
• Nominating Committee selects a minimum of five Board candidates from those submitted by the membership.
• Nominating Committee presents the slate of candidates to the Board of Directors for approval at the Winter Board meeting.
• Nominating Committee chairperson sends appropriate letter to each nominee.
• Nominating Committee chairperson prepares an abbreviated biography and a statement of intent for each candidate prior to the NCAA Annual Conference on the web site.
• Election to the Board is by written secret ballot. Ballots are distributed to the membership and counted by the Nominating Committee at the Annual Business Meeting.
• The three candidates receiving the largest number of votes shall be elected to serve a term of four years. Election results are announced at the annual banquet.
• Newly elected members are invited to attend the post-conference Board meeting.
• Unexpired terms will be filled from the membership by appointment of the Board.
BOARD OF DIRECTORS’ APPOINTMENTS
The Board will appoint from their number a President of the Board, a Treasurer and a Secretary. These officers along with the Past President and the Past Treasurer constitute the Executive Committee. Officers will take office on January 1st immediately following the annual conference election and will serve for two years. The officers may serve any number of successive terms of office while on the Board. If a vacancy occurs in any office, the Board will fill the vacancy for the remainder of the term.
BOARD RESPONSIBILITIES
PRESIDENT (2 year appointment)
Chief executive officer and Chair of the Board.
Initiates direction, growth and development of the organization.
Announces and presides at all meetings and opening ceremonies of the conference.
Makes decisions in consultation with the Board and is accountable for these decisions.
Appoints committees subject to the approval of the Board.
Provides supervision for all activities of the Council.
Specifically, the President is responsible for:
• Organizing and preparing agendas for all Board and business meetings.
• Coordinating Winter Board meeting and member reception at CAA Conference.
• Advising and communicating with the Board on a regular basis.
• Assigning projects to various Board members and advising as necessary.
• Keeping the Board informed of Council activities and sharing relevant information which has been directed to the President."
• Polling the Board on various issues, which must be acted upon before the next scheduled meeting and directing action.
• Handling all correspondence directed to the President from outside the Council.
• Serves as the principal coordinating and administrative support position for the Council.
• Independently performing office detail and administrative support work for the Council.
• Overseeing daily operations of Council activities.
• Maintains and coordinates membership records, acknowledgments, and mailing.
• Assists in membership recruitment activities.
• Prepares notices, agendas and minutes for Council meetings in cooperation with the Secretary.
• Performs other related work appropriate to the defined mission of the NCAA.
SECRETARY (2 year appointment)
Records minutes at Board and business meetings.
Assists with other duties as the President so desires.
TREASURER (2 year appointment)
• Maintains and oversees the NCAA bank account(s) and investment funds with quarterly consultations with the President.
• Reviews collection/distribution of money, books and prepares financial reports.
• Assumes a financial responsibility for all agreements, grants, tax declarations and dealings with the IRS.
• Issues an annual financial report to the membership and semi-annual reports to the Board of Directors.
• Handles all monies of the Council.
• Serves as financial advisor to the Board.
PROCEDURAL INFORMATION
BOARD AND MEMBERSHIP MEETINGS
The Board shall meet at least twice yearly. Special meetings may be called upon written request of seven board members. Seven members shall constitute a quorum. The place and date for membership meetings must be fixed at least thirty days in advance.
BOARD MEETINGS AT THE ANNUAL CONFERENCE
The Board meets twice during the annual conference.
Board members are required to attend both Board meetings and the Business meeting.
WINTER BOARD MEETING
The Board meets during the College Art Association Annual Conference and hosts a reception for current and prospective NCAA members.
The time, place, and date of the board meeting is announced ahead of time by the President so the Board members can make arrangements to attend. The President makes arrangements for the meeting and surveys the Board for their input and items for the agenda.
Business is discussed related to long-range planning, the budget, non-conference programming, and major issues facing the Council. Business related to the next conference site is a primary agenda item. A progress report and conference timeline are presented by the designated conference chairs and reviewed by the Board.
AGENDA
The President calls for agenda items before all Board meetings. Board members are asked to reserve time on the agenda for committee reports, proposals and business items to be discussed. Board members are asked to provide a written copy of committee reports to the other members of the Board. The working efficiency of the Board is greatly improved when its members are prepared and informed prior to the meeting and when verbal contributions to the meetings are brief and to the point.
ANNUAL MEMBERSHIP BUSINESS MEETING
The membership gathers once during each conference at a business meeting presided over by the current Board members. The annual report is made by the President and other Board members as appropriate. Prior to the conference, Board members wishing to conduct business or give reports may request time on the agenda from the President.
The Chairperson of the Nominating Committee announces the slate of no fewer than five Board candidates from the nominees submitted by the membership-at-large to the Board for its approval at the Winter Board Meeting.
Board members will be elected by secret ballot. All members of NCAA have full voting privileges. The three nominees receiving the largest number of votes shall be elected.
Board members use every opportunity to encourage the general membership to attend and participate at the business meeting.
COMPENSATION POLICY
Board members will be required to pay membership dues in the amount established by the Board and approved by the membership. Membership will be for a year beyond payment of membership dues.
Board members volunteer their services during their terms of office. They receive no remuneration for their services to the Council. They are responsible for making all their own travel and accommodation arrangements for Board and business meetings at the conference and for the Winter Board Meeting.
Board members should confer with the President when in doubt about approved expenditures and prior to committing to an expenditure.
Board members are encouraged to seek support and in-kind contributions from their employing institutions, since the institution is enhanced by having one of their administrators serving on the board of a national professional organization. NCAA acknowledges institutional support through publishing Board member’s institutional affiliation on all appropriate publications.
The Board and the officers shall be accountable to the membership for the expenditure of funds and shall bear in mind that the NCAA is a non-profit professional organization.
CONFERENCE FEES AND REFUNDS
Fees for the Annual Conference are announced on the web site and through mailed notices to members. Fee for the annual conference is refundable when emailed cancellation is received two weeks prior to the first day of the conference. NCAA will keep $75 of the registration fee for processing. Requests for cancellation must be sent to the President or Web Communications Board Member.
STRATEGIC INVESTMENT STRATEGY
In order to preserve the organization's assets, the board of the National Council of Arts Administrators recommends that a portion of said assets be kept in investment vehicle(s) designed to provide nominal returns with minimal risk. The organization will retain between 5 and 20% of annual operating expenses (based on previous fiscal year records) available in its primary checking account and the remainder will be invested in US Treasury and Agency securities with maturity of less than 6 months and/or other stable investment vehicles approved by the board. The Treasurer will be responsible for maintaining the appropriate balance as specified above with an evaluation performed no less frequently than once every 6 months. The treasurer will also provide a report on investment performance as part of the annual report to membership.