Bylaws of the
National Association of Colleges and Employers
ARTICLE IV
GOVERNANCE
Section 4.01 The governing body of NACE shall be the Board of Directors, also referred to as the “NACE Board” or the “Board.”
Section 4.02 The Board of Directors shall exercise all powers of NACE as shall be deemed appropriate to the accomplishment of the stated purposes of NACE, as set forth in NACE’s Articles of Incorporation, as amended, and as stated in NACE’s Strategic Plan, as amended.
Section 4.03 The Executive Committee shall be responsible to the Board of Directors for all actions and the Board of Directors, in all cases, shall be responsible for the ultimate direction of NACE. The NACE Board shall empower the Executive Committee to act on behalf of the Board in dealing with matters that require immediate action between regular meetings of the Board of Directors, as necessary.
ARTICLE V
BOARD OF DIRECTORS
Section 5.01 Composition. The NACE Board shall consist of six (6) - eleven (11) expertise-focused directors and five (5) officers; the Board should have equal representation from college and employing organizations.
Section 5.02 Term of Office. NACE directors will serve a term of two (2) years beginning and ending at the transition meeting of the Board of Directors.
Section 5.03 Individual Directors and Officers. As individuals, directors and officers shall have only authority as described in the descriptions in the NACE Policy and Procedures Manual.
Section 5.04 Vacancies. A director’s position vacated for any reason shall be filled by the NACE President with the approval of the NACE Board.
Section 5.05 Notice. Written notice, including the agenda, of all meetings of the Board shall be given to all Board members at least thirty (30) days before the date of the meeting.
Section 5.06 Meetings. There shall be at least one annual meeting of the NACE Board. There shall be a transition meeting that will allow for the convening of the sitting board and the convening of the new board comprised of new directors and officers. Additional meetings of the Board may be called by the President, the Secretary – Treasurer or by a majority of the members of the Board.
Section 5.07 Absence. Any member of the Board who is unable to attend a meeting shall notify the President of his or her reasons for absence. If a director is absent from two (2) consecutive meetings for reasons which the remaining Board determines insufficient, his or her resignation shall be deemed to be rendered and accepted, and he or she shall be so notified.
Section 5.08 Quorum. A quorum of the NACE Board shall be two-thirds (2/3) of the voting membership of the Board.
Section 5.09 Action. Actions of the NACE Board require a majority vote of the quorum of the Board.
Section 5.10 Nominations. Nominations for directors shall be drawn from the current NACE membership.
Section 5.11 Elections. The Board shall approve the slate of officers and directors. Directors will be elected by a simple majority vote of the NACE membership by vote by mail ballot or electronic ballot.
Section 5.12 Removal. The Board of Directors may remove a director or officer with or without cause by the affirmative vote of two-thirds (2/3) of the Board of Directors at a meeting at which a quorum is present, provided written notice of the meeting is delivered to all such Board members at least thirty (30) days before the meeting stating that a purpose of the meeting is to vote on removal of the named director(s).
