AIR Constitution and Bylaws

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ASSOCIATION FOR INSTITUTIONAL RESEARCH CONSTITUTION
(Amended by referendum on April 8, 2011)
 
Article I:  Name
The name of this organization shall be the Association for Institutional Research.
 
Article II:  Purposes
Section 1.  The Association for Institutional Research is a membership association that provides professional development and support for individuals who conduct institutional research and/or provide information support for planning, managing, and operating postsecondary institutions, organizations, and agencies.  Accordingly, the Association will:
  • Advance research and analysis leading to the improved understanding, planning, management, and operation of postsecondary educational institutions and agencies.
  • Encourage the development and application of appropriate methodologies and techniques from many disciplines to further such research, analysis, and planning.
  • Encourage the collection, interpretation, exchange, and dissemination of information with respect to postsecondary education and its institutions.
  • Further the professional development and training of individuals engaged in institutional research and analysis or interested in its use in planning, management, and resource allocation and in the improvement of postsecondary education.
Article III:  Membership
Section 1.  Membership is available to all persons who are actively engaged in the field of institutional research and/or can benefit from the Association’s purposes stated in Article II.
Section 2.  Membership, including participation in all Association activities and governance, is not based on age, color, handicap or disability, ethnic or national origin, race, religion, religious creed, sex, gender identity, marital status, parental status, veteran status, or sexual orientation.
Section 3.  Membership types with differing dues and access to Association services will be defined by the Board of Directors in consultation with the membership.
 
Article IV:  Officers
Section 1.  The elected officers of the Association shall consist of the President, the Vice President, and the Immediate Past President.
Section 2.  President:  The President shall chair the Board of Directors, preside at the business meetings of the Association, and perform the duties and obligations established by Board Policy or extended to the office by vote of the Board.  The term of office of the President shall be one year.  The President shall succeed to the office of Immediate Past President at the termination of the one-year term or when a successor takes office.
Section 3.  Vice President:  The Vice President shall serve as vice chairperson of the Board of Directors and shall represent the President when the latter is unable to perform the duties specified above.  The Vice President shall succeed to the office of President at the termination of the one-year term as Vice President, or when a successor takes office.
Section 4.  Immediate Past President:  The Immediate Past President shall chair and convene the Nominations and Elections Committee.  The term of office of the Immediate Past President shall be one year, or until a successor takes office.
 
Article V: Board of Directors
Section 1.  The Board of Directors is the governing body of the Association and will set its expectations for organizational accomplishment and conduct, periodically assessing organizational compliance with these expectations.
Section 2.  The Board of Directors shall consist of twelve individuals, including the officers and nine at-large members.  Three at-large members will be elected annually to three-year terms and a Vice-President will be elected annually for a three year term including one year each as Vice President, President, and Immediate Past President.
Section 3.  The Board of Directors shall represent the membership as a whole by ensuring that membership input is gathered and used in Board decision making. Individual Board members will not represent particular regions, sectors, or specific interest groups. Acting in concert, the Board has full authority to act for and on behalf of the Association, except as otherwise specified in this Constitution and Bylaws.
Section 4.  The Board of Directors shall have responsibility and authority for the Association’s fiscal controls and the conduct of an annual audit.
Section 5.  The Board of Directors shall have the authority to establish an office for the conduct of the Association’s affairs, to employ an administrator, and to delegate to that person such responsibilities as are not in conflict with the Constitution and Bylaws.
Section 6.  The Board of Directors shall appoint a Board Secretary from its membership. The Board Secretary shall be responsible for all Board documents, such as the Constitution, Bylaws, Board Minutes, and Board established governance policies.
Section 7.  The Board of Directors shall appoint a Board Treasurer from its membership. The Board Treasurer shall annually report the Association’s financial condition to members, provide leadership for the annual audit, and serve as the Board’s lead advisor on financial governance.

Article VI: Meetings

The annual business meeting of the Association shall be held in conjunction with the annual Forum. Special business meetings may be called by the Board of Directors.
 
Article VII: Nominations and Elections
Section 1.  The Nominations and Elections Committee is a standing committee of the Board of Directors led by the Immediate Past President.  The Committee will consist of six members plus the Immediate Past President.  Three members will be elected annually for a two-year term or until a successor takes office.
Section 2.  The Nominations and Elections Committee will establish a slate of officers and conduct a fair and impartial election in accordance with the Bylaws.
 
Article VIII: Vacancies
Vacancies in the Officers, Board of Directors, or Nominations and Elections Committee shall be filled by appointment by the Board of Directors for the unexpired term.
 
Article IX: Committees
The Board of Directors may establish and dissolve Board Committees as needed to assist the Board in its governance of the Association.
 
Article X: Affiliated Groups
Regional, provincial, state, or other interest groups whose purpose is to advance the practice of institutional research among their membership in ways consistent with the purposes of the Association may be recognized by the Board of Directors as affiliated groups.
 
Article XI: Amendments to the Constitution
Section 1.  Amendments to the Constitution may be initiated by any of the following means:
a.  Through action originating in the Board of Directors and approved by a majority vote of the Board.
b.  Through a petition submitted by any voting member of the Association and approved by a majority of the Board of Directors.
c.  Through a petition signed by fifty (50) or more voting members of the Association, and filed with the Board Secretary.

Section 2.
 The Board of Directors shall be responsible for publishing, with at least 30 days notice, any proposed amendment, if duly and properly initiated.
Section 3.  An affirmative vote by two-thirds of the members voting shall be required for the adoption of the amendment.
Section 4.  Amendments to the Constitution shall go into effect immediately after approval.
 
Article XII: Bylaws
The Association shall, for the conduct of its affairs, adopt Bylaws not inconsistent with this Constitution.
 
Article XIII: Incorporation
The Association shall be incorporated as a non-profit corporation.
 
Article XIV: Dissolution
Although it is intended that the term for which it is to exist is perpetual, in the event of dissolution, all assets of the Association shall be distributed only to an organization or organizations with the same or similar purposes that qualify for exempt status under section 50l(c)(3) of the Internal Revenue Code.
 
Article XV: Non-Discrimination
The Association for Institutional Research shall not adopt any practice, policy, activity, or procedure which would result in discrimination based upon age, color, handicap or disability, ethnic or national origin, race, religion, religious creed, sex, gender identity, marital status, parental status, veteran status, or sexual orientation.


ASSOCIATION FOR INSTITUTIONAL RESEARCH  BYLAWS
 
Section 1.  Notice of Meetings
The President shall be responsible for notifying all Association members of the date and place of the annual business meeting at least sixty (60) days prior. Special business meetings may be called by the Board of Directors upon sixty (60) days written notice to all Association members.
 
Section 2.  Calendar
a.   The membership year shall be July 1-June 30.
b.   The term of office for each position filled by election shall begin at the end of the annual business meeting at the next Forum.
 
Section 3.  Membership Fee
The membership fee structure shall be reviewed and set annually by the Board of Directors in accordance with their fiduciary responsibilities for the Association.
 
Section 4.  Procedure
a.   The latest edition of Robert’s Rules of Order shall govern all meetings of the Association insofar as they are applicable and not inconsistent with the Constitution and Bylaws of the Association.
b.   The Board of Directors will establish written policies that establish Executive Limitations, Global Ends, Governance Process, and Board-Management Delegation.
c.   The Board of Directors will monitor and evaluate each Board Policy at least annually.
 
Section 5.  Membership Categories
a.   Membership categories will be individual membership, graduate student membership, emeritus membership, distinguished membership, and organizational membership. The Board of Directors may establish other membership categories to serve member needs.
b.   All Association members, with the exception of graduate student members, may vote and hold elective office.
 
Section 6.  Nominations and Elections Procedures
a.   At least three months before the annual Forum, the Nominations and Elections Committee shall issue to the membership a call for nominations for the offices and positions for which the term is scheduled to expire.
b.   The Nominations and Elections Committee shall prepare and report to the Board of Directors for transmission to the membership, a slate of six candidates for the three positions on the Nominations and Elections Committee, six candidates for the three at-large Board positions, and two candidates for the position of Vice President.  Sitting Board members and members of the Nominations and Elections Committee may not be named as candidates for any elected position.
c.   The Nominations and Elections Committee shall be responsible for ensuring the proper conduct of elections and for reporting the results to the membership.
d.   At least sixty (60) days before the annual Forum, the ballot shall be distributed to all voting members of the Association.  The ballot shall contain the slate forwarded by the Nominations and Elections Committee and shall also make provision for writing in additional names for each position and provision for other ballot initiatives and referenda.  To be counted, ballots must be received via a medium approved by the Board of Directors, no more than forty-five (45) days after the distribution date.
e.   In the case of electing members to the Nominating and Elections Committee and the Board of Directors, the three individual candidates on the ballot for each the Nominating and Elections Committee and Board of Directors receiving the highest number of votes shall be declared elected.  In the case of the Vice President’s position the single individual candidate receiving the highest numbers of votes for the position shall be declared elected.  In the event of a tie vote for a specific elective office, a majority vote of the Board of Directors shall resolve the tie.
 
Section 7. Indemnity
The Association, through appropriate action of its Board of Directors or as provided by law, is empowered to indemnify any director, officer, employee, or agent, and his/her heirs, executors, and administrators, or any former director, officer, employee, or agent, and his/her heirs, executors, and administrators, to the full extent permitted by law.
 
Section 8. Amendments to Bylaws
a. Amendments to the Bylaws may be initiated by any of the following means:
  1. through action originating in the Board of Directors and approved by a majority vote of the Board,
  2. through a petition submitted by any voting member of the Association and approved by a majority of the Board of Directors, or
  3. through a petition signed by twenty-five (25) or more voting members of the Association, and filed with the Board Secretary.
b.   The Board of Directors shall be responsible for submitting proposed amendments to all members and conducting a vote of the membership either at an annual business meeting, provided that the proposed change has been filed with the Board Secretary thirty (30) days prior to the annual business meeting, or by a medium approved by the Board of Directors.
c.   A new bylaw or amendment must be approved by an affirmative vote of the majority of the members present and voting at an annual business meeting, or those members voting whose ballots have been received via a medium approved by the Board of Directors, no more than forty-five (45) days after the distribution date.
d.   Changes in the Bylaws shall become effective immediately after approval.
 
Section 9: Quorum
a.   Twenty (20) members attending a business meeting of the Association shall constitute a quorum.
b.   A quorum at any meeting of the Board of Directors shall consist of eight (8) members.
 
Section 10: Additional Methods of Conducting Association Business
To the fullest extent permitted or not specifically prohibited by applicable law, the business of the Association, including voting, may be conducted through means of conference telephone or other means of remote communication and by electronic transmission, pursuant to reasonable and secure standards established by the Board of Directors.