By-Laws

BY-LAWS of NORTH AMERICAN COALITION for CHRISTIAN ADMISSIONS PROFESSIONALS, INC.

An Indiana Not-For-Profit Corporation

The undersigned incorporators, desiring to forma corporation (hereinafter referred to as the “Corporation”), pursuant to the provision of the Indiana Nonprofit Corporation Act of 1991 (hereinafter referred as the “ACT”), execute the following Articles of Incorporation.

Article I
Identification

A. Name   The name of the corporation is the North American Coalition for Christian Admissions Professionals.

B. Principal Office and Resident Agent   The Organization is continuously maintained, known as NACCAP Headquarters, in the State of Indiana. The NACCAP Headquarters is located at 305 N. Briant Street, Ste. A, Huntington, Indiana. The Organization continuously maintains a registered agent in the State of Indiana. The Registered Agent is Chant Thompson, PO Box 5211, Huntington, Indiana 46750.

C. Corporate Seal   The seal of the Organization shall be circular in form and mounted upon a metal die, suitable for impressing the same on paper. About the upper periphery of the seal shall appear the name of the Organization, and about the lower periphery thereof shall appear the word ‘Indiana’. In the center shall appear the words, ‘Corporate Seal’.

Article II
Objectives (Purpose)

Mission Statement: NACCAP will be a leading and innovative organization recognized for effectively serving and engaging its members by providing vital professional development and initiatives that champion the cause for Christian Education.

This organization is structured as a public benefit corporation for charitable and educational purposes including the following:

A. To provide a professional development organization for Christian high school guidance counselors and undergraduate, graduate, seminary and adult learner admissions professionals.

B. To provide a liaison between member institutions and Christian agencies in connection with marketing Christian education to prospective students and their families.

C. To serve member institutions by coordinating activities relating to communication with prospective students.

D. To explore areas of mutual concern to member institutions.

E. To formulate and promote standards which improve the quality and integrity of recruitment and admissions procedures by member institutions.

F. To provide a forum for the exchange of ideas and information among member institutions.

G. To serve as the coordinator, facilitator, and organizer of seminars and other educational activities on behalf of the member institutions.

H. To perform any other activities commensurate with the above list of purposes, which an Indiana not-for-profit organization is authorized to do under the ‘Act’.
  
Article III
Membership Policies

A. Membership  There are two classes of membership in the Organization

1. Institutional Membership (voting)
2. Associate Membership (non-voting) reserved for individuals

B. Institutional Membership (Voting) Criteria

1. Each member institution must express through its written doctrinal statements and its representatives unreserved subscription to the Doctrinal Statement ‘Exhibit A’ of the Organization and accept the By-Laws of the organization.
2. Institutional Membership will be limited to those with regional accreditation or by the accrediting body of ABHE (Association for Biblical Higher Education).
3.  Membership will be limited to those institutions willing to subscribe to commonly accepted practices and ethics in areas of mutual concern to the members of the Organization as outlined in the Statements of the Principles of Good Practice ‘Exhibit B’.
4. Membership will be limited to those institutions which make a commitment to the integration of biblical faith with academics and student life.
5. Membership will be limited to those institutions whose hiring practices require a Christian commitment of each full-time faculty member and administrator.

C. Applying for Membership

1. Interested institutions must apply for membership using the Institutional Membership Application form. The application asks for institutional affirmation of and adherence to the membership criteria, and requires signatures of both the institution’s President and chief admissions officer. All application packets can be obtained from the Organization’s Coordinator for Membership Services and Communication.

2. Each prospective member institution/individual must be recommended by two current members of the Organization that have currently worked in the field of admissions for three or more years, and whose institution has been a member of the Organization for three or more years.

3. Each prospective member application will be submitted to the Organization’s Governance Committee via the Coordinator for Membership Services and Communication. Action will then be taken at the subsequent Board of Directors meeting. Upon discussion by the Governance Committee, action on membership will be taken to the Board of Directors where a ¾ vote is needed for approval.

D. Maintaining Membership

1. Each member institution or individual member must annually renew its membership by completing the Membership Renewal Form which will indicate the institution’s acceptance of and adherence to the membership criteria. The renewal form requires the signatures of the institution’s President and chief admissions officer. Failure to submit the renewal form by the date set by the NACCAP Headquarters will result in the member institution or individual being placed in an inactive membership status, and could result in late fee charges.

2. Each member institution and individual will pay annual dues of an amount stipulated by the Organization. Failure to pay dues by the date set by NACCAP Headquarters will result in the member institution or individual being placed in an inactive membership status for a maximum period of two years and could result in late fee charges. Subsequent membership will require full application.

3. Failure to adhere to the membership criteria of the Organization may result in termination of membership. Removal of a college requires a 2/3 vote of the Board of Directors. If this action occurs, the membership of the institution or individual in question is suspended until the next scheduled business meeting of the Organization at which time a majority vote by members present to ratify the earlier action of the Board of Directors will remove the institution or individual from the organization’s membership. Those institutions or individuals whose memberships have been terminated by Organization action may apply reinstatement after two years.

4. All decisions regarding termination of membership may be appealed in writing via the Coordinator for Membership Services and Communication. The appeal must be received thirty days prior to the next regularly scheduled Board of Directors meeting.

E.  Non-Voting Associate Membership

Individuals wishing to join NACCAP can do so as a non-voting associate member and cannot serve on the NACCAP Board of Directors. Associate members must subscribe to the NACCAP Doctrinal Statement, and will receive all member benefits except enrollment surveys and admission in the National Christian College Fairs.

F. Meeting of Voting Members

1. Annual Meeting/Notice. The annual meeting of voting members shall be held at a time and place determined by NACCAP Headquarters. Such meeting shall be held at the same place as the annual meeting of the Board of Directors. The business of the members shall include the election of replacements to the Board of Directors. All members shall be given at least a 10-days advance notice of the time and place of the annual meeting by email or internet notification or first class mail or fax. Additional meetings may be called by the Board of Directors after giving at least 21-days advance notice to membership.
2. Quorum. A quorum for all meetings is 1/3 of the voting membership.
3. Voting List. The Secretary shall keep a complete and accurate list of all voting members that may be inspected by a voting member for any proper purpose at any reasonable time.
4. No Voting by Proxy. No voting shall be allowed to exercise its vote at any meeting by any written proxy. Any attempt to vote by written proxy shall be invalid.
5. Actions Without a Meeting. Any actions which are required to be taken at a meeting of the voting members may be taken without a meeting, if the action is approved in writing by at least 80% of the members entitled to vote on the action, and if such written approval is delivered to the Organization for inclusion in the minutes for filing with the Corporate Records.

Article IV
Board of Directors

A. Government   The management of the affairs of the Organization shall be vested in the Board of Directors and its elected officers.

B. Number and Tenure   The initial Board of Directors shall not consist of less than five (5) nor more than twenty-one (21) members. The Board of Directors now consists of the following officers and various at large members of the councils or committees who must be members except for the Executive Director ‘Exhibit D’:

1. President
2. President Elect
3. Immediate Past President
4. Vice President for Professional Development
5. Vice President for Government
6. Vice President for Finance
7. Secretary
8. Chairman of High School Council
9. Chairman of GAP (Graduate and Adult Professionals) Council
10. Chairman of Undergraduate Council
11. At-Large Member Assigned to Governance Position
12. 2nd At-Large Member Assigned to Governance Position
13. At-Large Director Assigned to Finance Committee
14. 2nd At-Large Director Assigned to Finance Committee
15. Executive Director (appointed by Board)

All members serve a term of three years that is staggered in three classes so that one class is elected each year to provide for continuity of service.  Directors are not eligible for reelection until three years after the last date of service. However, any Board members appointed to serve out completion of a partial term to fill a vacancy shall be eligible to be nominated and serve for one full elected term immediately after the expiration of the appointed partial term.

Members of the Executive Committee (President, Vice President for Professional Development, Vice President for Governance, Vice President for Finance, Secretary, President-elect, and Immediate Past President) will be appointed, with affirmation by the full membership.  Members of the constituency based councils (undergraduate, graduate/seminary, and high school) and several at-large members will be elected by the membership. This new structure will ensure that each constituency will have at least 2 seats on the Board. It is the Organization’s desire that all board representation consist of member representation from all regions of the Organization.

C. Resignation  A Board of Directors member may resign at any time by filing his/her written resignation with the Secretary of the Organization.

D. Election/Vacancies in the Board of Directors   Members of the executive committee will be appointed and affirmed by the membership, in order to ensure seated members have the skill sets necessary to engage in strategic visioning for the organization. All other members will be elected, with some seats being at large and other constituency based.  A nominating committee will be appointed by the executive committee to solicit nominations and build a slate of candidates. Each constituent group represented in the membership will be ensured at least two seats at the board table.

Article V
Meetings of Board of Directors

A. Annual Meeting and Regular Meeting   The organizational meeting of the Board of Directors will meet three times a year. The full board will meet twice a year (officers, full committees and full councils) in January/February and before the annual conference in the spring and the Executive Committee will meet again in the fall for a total of three meetings a year. The Executive Committee may also have subsequent meetings throughout the year as needed via phone, internet or emails.

B. Special Meetings  Special meetings of the Board of Directors for any purpose may be called at any time by the President or any other officer or by any two Vice Presidents.

C. Place of Meetings  Meetings shall be held at the campus of one of the member institutions or at any other location determined by the Board of Directors or NACCAP Executive Director.

D. Notice of Meetings  Notice of meeting, including notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail, e-mail, fax to each Director, at his/her address as shown by the records of the Organization. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors, need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these By-laws.

E. Quorum/Voting  A minimum of seven (7) members of the Board of Directors shall constitute a quorum. Each Board member shall be entitled to one vote.

F. Informal Action by Directors  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board, Councils or Committee.

G. Order of Business  Robert’s Rules of Order shall be used as procedural rules at all meetings of the Board of Directors unless waived by a majority of voting members present.

H. Means of Communication   The Board of Directors, or a committee thereof, may (a) permit a Director or committee member to participate in a regular or special meeting, or, (b) conduct a regular or special meeting through the use of any means of communication by which all Directors or committee members participating may simultaneously hear each other during the meeting. A Director or committee member participating in a meeting by such means shall be considered present in person at the meeting.

I. Adjournment/Reconvening of Meeting   No meeting shall be adjourned to reconvene later nor shall any meeting be recessed to reconvene at a later time or date, unless notice is given to absent Directors, the same as notice is provided for special meetings.

J. Compensation   The Directors shall not receive any compensation for acting in such capacity but may be reimbursed by the Organization for services beyond the normal expectations and for their reasonable expense and disbursements on behalf of the Corporation.

K. Contracted Services by Board Members - Directors’ Conflicts of Interests   Any contact between the Organization and a Director shall be disclosed in advance, in writing and approved by the Board of Directors. No contract or other transactions between the Organization and one or more of its Directors or any other corporation, firm, association or entity in which on or more of its Directors is a Director or officer or is financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contact or transaction or because such Director or Director’s votes are counted for such purposes, if:

1.  the fact of such relationship is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by vote or consent sufficient for the purpose without counting the vote or consents of such interested Directors; or,

2.  the fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transactions by vote or written consent; or,

3. the contract or transaction is fair and reasonable to the Organization.

Article VI
Officers

A. In General   The officers of the Organization shall be a President, President-Elect, Current Past President, Vice President for Finance, Vice President for Governance, Vice President for Professional Development, Secretary, and Executive Director. An officer may not hold more then one (1) office. Each officer (with the exception of the Executive Director) shall be elected by the membership and shall serve their tenure until the officer’s successor is elected and qualified. The President, President-Elect, Current Past President, Vice President for Finance, Vice President for Governance, Vice President for Professional Development, Secretary, and Executive Director must be members of the Board of Directors and serve as the Executive Committee. Any vacancy occurring in any office shall be filled by the Board of Directors, and the person appointed by the Board to fill such vacancy shall serve until the expiration of the term vacated. The President-Elect/President/Current Past President’s term shall commence on the first of September for the same year that they are elected and together constitute a (4) four year term. The President-elect shall be the first year of service and the presidential term shall be for two (2) years; the final year he/she will serve as Current Past President.

Article VII
Committees

A.  Duties of Officers/Committees  The duties of the officers of the Organization are as follows:

1. NACCAP BOARD JOB DESCRIPTION: Executive Committee

Membership: President, Vice President for Professional Development, Vice President for Governance, Vice President for Finance, Secretary, President-elect, Past President, Executive Director (ex officio)

Role:  The Executive Committee is charged with providing the strategic vision for the organization and with oversight for ongoing work with the board.

Selection:  By Appointment with affirmation by the general membership. Based on the matrix of rotating 3-year terms (renewable once).

Meeting Frequency:  Annual Conference, September (on site of next conference), January, with as needed additional meetings in the spring and/or late fall.

Areas of Responsibility:

• Government and Professional Associations Relations – Building awareness of NACCAP with government and professional associations that are focused on enrollment related issues. Identify opportunities for collaboration and strategic partnerships for the benefit of NACCAP and member institutions.
• Human Resources – Ensure regular evaluations of staff and board members. Ensure compliance with personnel policies.  Approve any new staff position requests. Resolve grievances with employees or board members.  Review and approve staff compensation packages.
• Strategic Partnerships – Identify opportunities for strategic partnerships related to various functions of enrollment management.  Partnerships might be developed with or for sponsorships, vendors, best practices, alternative revenues streams, etc. 
• Appoint Nominating Committee – Identify board members to serve on the nominating committee. The nominating committee will monitor the term rotation matrix to determine the openings in appointed or elected positions and will develop a slate of candidates for consideration.
• New Board Member Orientation – Develop an orientation and operations manual to inform new members of expectations, roles, and operating procedures, Provide orientation to new board members annually.
• Strategic Vision Casting – Facilitate strategic planning for the organization.  Collect data, trends and forecasts to inform the strategic direction of the organization.  Establish mission, vision, values and goals for NACCAP.
• Relationship with the Advisory Council – Establish an advisory council, including members outside of the organization with influence or expertise that would be valuable to the organization.

2. NACCAP BOARD JOB DESCRIPTION: Governance Committee

Membership: Vice President for Governance, Four At-Large Members (one from each constituent group – Undergraduate, Graduate/Seminary, High Schools, Adult Degree Completion), and Executive Director or designee (ex officio), President (ex officio)

Role:  The Governance Committee is charged with monitoring and ensuring compliance with by-laws and membership policies.

Selection:  Vice President for Governance is appointed with affirmation by the general membership; at-large members are elected by their constituent group. Based on the matrix of rotating 3-year terms (renewable once).

Meeting Frequency:  Annual Conference, and January, with conference calls as needed.

Areas of Responsibility:

• Membership Issues – Review reports of membership status. Provide support in generating new members. Review new member applications and make recommendations for membership to the Executive Committee.
• Admission Practices/SPGP – Deal with infractions and violations of Statement of Principles of Good Practice and/or conditions of NACCAP membership. Provide training to membership on SPGP.  Propose changes to the SPGP to the membership.
• By-Laws and Elections – Oversee organizational compliance with By-laws and changes to By-laws.  Coordinating elections of the membership as necessary.
• Assessment Oversight – Gather and analyze data to provide feedback to the Executive Committee on membership satisfaction and progress toward established organizational goals. Gather, compile and report enrollment data from member institutions. Determine what additional data elements would serve the needs of the membership.

3. NACCAP BOARD JOB DESCRIPTION: Professional Development Committee

Membership: Vice President for Professional Development, Chair of each constituent councils (one from each constituent group – Undergraduate, Graduate/Seminary, High Schools, Adult Degree Completion), and Executive Director or designee (ex officio), President (ex officio)

Role:  The Professional Development Committee is charged with providing professional development opportunities for members and overseeing the National Christian College Fairs or other outreach opportunities.

Selection:  Vice President for Professional Development is appointed with affirmation by the general membership; chairs are elected by their constituent group. Based on the matrix of rotating 3-year terms (renewable once).

Meeting Frequency:  The Committee and Councils will meet at the Annual Conference, and in January, with conference calls as needed. The Committee (only) will serve as the conference site visit committee in September with a report to the full board.

Areas of Responsibility:

• Annual Conference – Establish objectives for professional development for each constituent group. Solicit and review conference proposal and submit recommendations to the Executive Committee. Review conference planning details with host institution.
• Each council will develop plans for professional development for their constituent members, for example SNAC/BAAP, High School Drive-in Workshops, etc.
• National Christian College Fairs/Graduate School Fairs – Reviewing reports on attendance, evaluations, potential new or discontinued locations for fairs, and calendar.  Develop and submit budget requests for NCCF/GSF to the Finance Committee.

4. NACCAP BOARD JOB DESCRIPTION: Finance Committee

Membership: Vice President for Finance, Two at-large members and Executive Director or designee (ex officio), President (ex officio)

Role:  The Finance Committee is charged with ensuring quarterly financial reports are provided to the Board, with the executive director receiving monthly budget report, including revenue and expenditures.  Develop annual budget and present it to the Board for approval

Selection:  Vice President for Finance is appointed with affirmation by the general membership; two at-large members are elected by the membership. Based on the matrix of rotating 3-year terms (renewable once).

Meeting Frequency:  The Finance Committee will meet at the Annual Conference, and in January, with conference calls as needed.

Areas of Responsibility:

• Annual Budget – Develop and submit the recommended annual budget for review by the full board and approved by the membership.  Ensure quarterly budget reports to the board and monthly reports to the Executive Director. 
• Investment Management – Monitor investment strategies to ensure future viability of the organization.
• Revenue –  Generate ideas for additional revenue streams.
• Audit Oversight – Receive, review and submit the audit for approval. Resolve any audit discrepancies.
• Compliance – Ensure compliance with all tax and payroll regulations.
• Budgeting for New Initiatives – Develop budget proposals for new initiatives. 

5. NACCAP BOARD JOB DESCRIPTION: Executive Director

The Board of Directors shall appoint an Executive Director who will perform the duties of the chief administrative officer of the Organization. Such Executive Director shall be responsible for the day-to-day management of the Organization’s affairs. The Executive Director shall perform such other duties as the Board of Directors’ President may prescribe. The Executive Director serves as ex officio to the officers of the Board and reports primarily to the President of the Board or to the other officers in the President’s absence. The Executive Director is responsible for coordinating the efforts of the Organization in performing the following additional duties:

1. Organize and coordinate the Annual NACCAP Professional Development Workshop in conjunction with the host school.
2. Serve as coordinator and as a clearinghouse of information for members, non-members, vendors, guidance counselors, etc.
3. Organize and coordinate the National Christian College Fairs.

Article VIII
Corporate Indemnification

A. Indemnification  To the extent not inconsistent with the law of the State of Indiana, every person (and the heirs and personal representatives of such person) who is or was a Director of Officer of the Organization shall be indemnified by the Organization as provided in the Act. The Board of Directors is authorized and empowered to purchase insurance covering the Organization’s liabilities and obligations under this Article, including insurance protecting the Organization’s Directors, officers, employees and other individuals.

Article IX
Contracts, Checks, Deposits, and Funds

A. Contracts  The Board of Directors may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorize by these By-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.

B. Checks, Drafts, etc.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Organization, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time-to-time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the bookkeeper/clerk and countersigned by any two officers of the Organization.

C. Deposits  All funds of the Organization shall be deposited from time-to-time to the credit of the Organization in such banks, trust companies or other depositaries as the Board of Directors may select.

D. Gifts  The Board of Directors may accept on behalf of the Organization any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Organization.

Article X
Books and Records

A. Books and Records  The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Organization may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

Article XI
Finances

A. Finances  The fiscal year of the Organization shall be from January 1, to December 31.

B. Annual Audit  If the Organization has fiscal duties and the responsibility to handle funds (other then the funds being handled by the independent fiscal agent), an independent auditor appointed or approved by the Board of Directors shall at such time as the Board of Directors may determine, but at least annually, prepare for the Organization as a whole consolidated financial statement, including a statement of combined capital assets and liabilities, and a statement of income, expenses and distributions, and a list of projects and /or organization to or for which funds were used or distributed for charitable purposes, and such other additional reports or information as may be ordered from time-to-time by the Board of Directors. The auditor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Organization. The auditor’s charges and expenses shall be proper expenses.

C. Annual Reports  If the Board receives income or property valued in excess of $1,000 per year, in addition to the funds received by the independent fiscal agent, the Board of Directors shall at least annually distribute a written report of the Corporation’s financial condition, activities, and distribution to representative individuals and organizations of Huntington County, Indiana, including at least one daily newspaper of general circulation within the country. In addition, the Organization will at least annually distribute such reports as are necessary to reasonably inform the public of the operations of the Organization.

Article XII
Waiver of Notice

A. Waiver of Notice  Whenever any notice is required to be given under the provisions of the Indiana Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the By-laws of the Organization, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice
 

Article XIII
Amendments

A. Amendment Procedures  These By-laws may be altered, amended, or repealed at any regular special meeting of the Board of Directors at which a quorum is present by vote of two-thirds (2/3) of those present. One week’s advance written notice of proposed changes and of the meeting date is required. Such notice may be waived in writing by all members of the Board of Directors.