By Laws - AISAP

Originally adopted by the AISAP Board of Directors, September 27, 2008; amended October 2, 2010; amended December 12, 2011.

Article I: Name and Offices

The name of this corporation is the Association of Independent School Admission Professionals (hereinafter referred to as “AISAP” or the “Association”).
It exists legally as a non-profit corporation of the State of Delaware.
In this document, the term “Association” shall be used to refer both to the Corporation and the Association which are the same entity.

Article II: Purpose

The purposes for which the Association is organized and operated are educational and charitable. The primary purpose of the Association is the support and advancement of independent school admissions professionals involved in all aspects of admission and enrollment management through education, communication, advocacy and leadership, while promoting the value of independent school education and the highest standards of good practice.

Article III: Membership

Membership in the Association is a privilege made available to eligible institutions, organizations and individuals.
Members shall be entitled to the full privileges assigned by the Board of Directors to their class of membership upon payment of dues for the current year.
Members shall support the purposes of Association of Independent School Admission Professionals.
Criteria and qualifications for each category of members shall be set forth in these Bylaws and in the policies and procedures approved by the Board of Directors as followed:
1. The Department of Education’s (DOE) Common Core of Data: the Department of Education’s primary database on public elementary and secondary education in the United States.
2. The DOE’s National Center for Education Statistics Private School Universe Survey.
3. ACT and CEEB Code Lists.
4. Individual, state-by-state lists that would be consulted if the school is not on the other lists.
5. If the primary or secondary institution is located outside of the United States, it must be recognized by the European Council of International Schools/Council of International Schools: International School Directory or the Overseas American-Sponsored Elementary and Secondary Schools Assisted by the U.S. State Department.
6. Members shall accept and support the Principles of the Ethical Behavior & Best Practices for Admission Professionals, the Association’s code of conduct, to ensure high professional standards in the recruitment of students and the transition to postsecondary education.
Membership shall include the following:
1. Educational Institutions
  1. Non-profit schools
    1. School membership is open to pre-collegiate, nonprofit schools located both in and outside of the United States and U.S. Territories with admission professionals who would benefit from AISAP’s programs and services.
    2. Nonprofit schools must be accredited.
    3. Eligible institutions must have been in operation for at least five years.
    4. Eligible institutions must accept and support the Ethical Behavior & Best Practices for Admission Professionals.
  2. For-profit Schools
    1. School membership is open to pre-collegiate, proprietary (for-profit) institutions within or outside of the United States with admission professionals who would benefit from AISAP’s programs and services.
    2. Institutions must be accredited or licensed by recognized bodies.
    3. Eligible institutions must have been in operation for at least five years
    4. Eligible institutions must accept and support the Ethical Behavior & Best Practices for Admission Professionals.
  3. Provisional Membership
    1. Provisional membership is open to non-profit or for-profit pre-collegiate institutions in the process of acquiring accreditation or licensing to operate in the United States, its territories or outside of the United States.
    2. Eligible institutions must have been in operation for at least five years.
  4. Associations and Organizations
    1. This category includes associations, foundations, coordinating bodies and agencies.
    2. These entities must be entitled to tax exemptions under Section 501 (c)(3), defined as not-for-profit organizations whose primary activities consists of providing admission or financial aid services to independent schools, students or to the independent school admission counseling or financial aid professions.
    3. Organizations are defined as those that provide products and/or services to the independent school community admission or financial aid professions or in support of students’ transition.
2. Corporate Partners
  1. For-profit or not-for-profit businesses, companies, vendors or organizations with programs, products or services related to the work of member institutions and actively engaged in supporting the work of the Association.
3. Individuals
  1. This membership category represents individuals with experience in enrollment management. This category is not open to anyone employed by an institution, as defined in Article III. 5. A. or B. This category recognizes:
    1. Retired professionals who were actively engaged in enrollment management activities.
    2. Individuals seeking careers in enrollment management services.

Article IV: Discipline

Any member of the Association may be censured, suspended or expelled by the Board of Directors with an affirmative vote equal to two-thirds (2/3) of the entire Board of Directors for failure to comply with the provisions of these Bylaws or for other good cause. Any member proposed for discipline shall be provided due process in accordance with policies and procedures approved by the Board of Directors.

Article V: Dues

The Board of Directors shall establish annual membership dues for members and categories thereof.

Article VI: Board of Directors

The Board of Directors of AISAP shall have full power, direction, and authority over the affairs of the Association as provided in these Bylaws. The Board of Directors shall supervise, manage and control all of the affairs, business activities, staffing and policies of the Corporation.
The Board of Directors shall include a minimum of twelve and up to twenty-five officers and directors.
The Officers must be eligible to be members of AISAP.
Officers shall serve a two year term and may serve no more than two consecutive full terms.
The president must be elected from board members who have served on the Executive Committee within the past two years.
Elected Directors who are not Officers shall serve a three-year term and terms designated to balance the number of members serving and rotating off. Directors may serve no more than two consecutive full terms, but may be eligible for re-election after having been off the board for at least one year.
The term of office of each director and officer shall commence on the first day of July and expire on the last day of June.
All Officers and Directors shall have access to full membership privileges.
Officers and directors shall receive no compensation for their services as a member of the Board of Directors but may be reimbursed for expenses incurred on behalf of the Association.
The balance of an unexpired term of any elected Director who is not an Officer shall be filled from persons eligible under these Bylaws. The unexpired term shall be filled by appointment by the President, subject to approval by the Board of Directors.
The Board of Directors may designate one or more committees of the Board, each consisting of one or more Directors and chaired by a Director. Except for the Executive Committee (as described in Article VII), Board committees shall be advisory and not have any of the authority of the Board of Directors.
Any Officer or elected Director proposed for removal shall be provided due process in accordance with policies and procedures approved by the Board of Directors. The removal of an Officer or Director shall require an affirmative vote equal to two-thirds (2/3) of the board. The Board of Directors shall have the right to remove a Director appointed by the Board at any time.
Regular meetings of the Board of Directors shall be fixed each year in advance by resolution of the Board.
The President may call a special meeting of the Board of Directors at any time.
The President must call a special meeting of the Board of Directors upon the request of a majority of the members of the Board of Directors.
Any one or more Directors may participate and vote in a meeting of the Board by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors consent in writing or by electronic mail. All written or electronic mail consents shall be filed with the minutes of the Board’s proceedings.
A majority of the voting members of the Board of Directors shall constitute a quorum.

Article VII: Executive Committee

There shall be an Executive Committee, which subject to the limitations set forth by law and these Bylaws, may exercise the authority of the Board in between Board meetings. The Executive Committee shall be chaired by the President and shall include the Vice President, Secretary, Treasurer and the chairs of all Board committees. The Executive Director of AISAP shall be an ex-officio, non-voting member of the Executive Committee. The Executive Committee is empowered to make timely decisions when it is impractical for the Board to meet and/or when the authority to act has been granted by the Board. All actions by the Executive Committee shall be reported in full to the Board of Directors as soon as practicable.

The Secretary shall perform all duties incident to this position including taking and maintaining minutes of meetings and official proceedings.
The Treasurer shall perform all duties incident with this position and in conjunction with the Executive Director and financial consultants, prepare, monitor and execute the Association’s budget.

Article VIII: Officers

There shall be a total of four Officers, the President, the Vice President, Secretary and Treasurer. Each Officer shall serve for a term of two years in each respective office commencing on July 1 and may serve up to two terms. Upon the expiration of their respective terms, the current President shall automatically succeed to a director at the start of the new operational year for the Association. The president may be selected from officers having served on the Executive Committee within the past two years
The President shall be the principal elected officer of the Association and shall:
1. Have all powers exercised by the president of the corporation and shall have authority to sign and execute instruments for business operation approved by the BOD.
2. Call and preside at meetings of the Association, the Board of Directors and the Executive Committee.
3. Serve, along with the Executive Director, as the official spokesperson for the Association.
4. Appoint eligible persons to replace any vacancies that occur in the committees of the Association during his/her term, subject to the approval of the Board of Directors, except as provided in these Bylaws.
5. Appoint persons to serve on special committees, which shall include task forces, panels and other bodies, subject to the approval of the Board of Directors.
6. Appoint an eligible person to replace a vacancy in an unexpired term of an elected Director who is not an Officer, subject to the approval of the Board of Directors.
7. Serve as an ex-officio, member of all committees.
8. Serve as a member on the Board of Directors for two year after completion of his/her term of service.
The Vice President shall:
1. Assume the duties of the President upon the absence or inability of the President to serve.
2. Succeed to the position of President in the event the President cannot complete his/her term, and shall serve the remainder of the vacating President’s term, and then a full term as President.
3. In the event of a vacancy in the office of Vice President, the unexpired term of the Vice President shall be filled from persons within the Board of Directors subject to the approval of the Board of Directors. The appointee shall serve only until the next annual meeting of the Assembly when both the President and Vice President shall be elected.

Article IX: Executive Director

Article X: Committees

There shall be the following committees for the operation of the Association:
1. The Finance Committee shall provide recommendations to the Board of Directors on financial and budgetary policies and issues, and on the annual operating budget.
2. The Governance Committee shall recommend amendments to the Bylaws for submission to the Board of Directors for approval. This committee shall also review all other proposed amendments to the Bylaws and provide recommendations to the Board of Directors. The Governance Committee shall nominate a slate of one or more nominees for each elected position on the Board of Directors to be elected for such year. The committee shall make recommendations to the Board of Directors for membership criteria.
3. The Executive Committee may create or dissolve other committees as it deems necessary to carry out the work of the Association.

Article XI: Indemnification

AISAP shall indemnify any persons who are serving or have served as AISAP Officers, Directors, employees, agents, or other persons who are or have served at AISAP’s request as Officers, Directors, employees, or agents of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by applicable law. AISAP may purchase and maintain insurance for the purpose of indemnifying persons pursuant to this Article.

Article XII: Intellectual Property

The use of all AISAP intellectual property, including but not limited to the Association’s name, acronym and logo, shall be determined by policies and procedures adopted by the Board of Directors.