Bylaws of the
National Association of Colleges and Employers
ARTICLE VII
COMMITTEES
Section 7.01 Executive Committee. The Executive Committee shall consist of the five (5) officers and the Secretary-Treasurer of the Board. The Executive Committee shall monitor compensation, benefits and personnel policies for the staff; identify strategic issues to bring to the Board; advise staff on day-to-day issues; establish the agenda for Board meetings; map out how the Board’s business should be conducted; and organize the activity of other committees. The Executive Committee is authorized to invest, expend, borrow, and enter contractual arrangements in accordance within the approved budget. The Executive Director will consult with the Executive Committee regarding problems needing rapid resolution.
Section 7.02 Sourcing and Nomination Committee. The Sourcing and Nomination Committee shall consist of: the Past-President who serves as Chair; two (2) NACE members who are serving or have previously served on the NACE Board of Directors; and up to three (3) NACE members at large. Appointees of this committee shall reflect the diversity of the membership and the association's commitment to diversity as a core value. Appointments will be for one year. The Sourcing and Nomination Committee shall implement the sourcing, nominations and elections procedures as outlined in the NACE Policy and Procedures Manual.
Section 7.03 Finance and Audit Committee. The Finance and Audit Committee shall consist of at least five (5) voting members of the Board, including the Past-President who shall serve as Chair, the President-Elect and the Secretary-Treasurer, who shall serve as a non-voting member of the committee. The Finance and Audit Committee shall oversee the NACE financial policies, the annual operating and capital budgets, the review of financial reports, the annual audit and NACE investment strategies as outlined in the NACE Policy and Procedures Manual.
Section 7.04 Other Committees. The Board may create other committees to which it may delegate various functions. The Board shall issue to the committee a specific charge with a definition of the committee’s authority. The Board will ensure the appointment of committees for the governance of NACE including, but not limited to, the Executive Committee.
GENERAL PROVISIONS
Section 8.01 Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 8.02 Checks, Drafts, Etc. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer(s) or agent(s) of the Association 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 Secretary-Treasurer and countersigned by the President of the Association.
Section 8.03 Fiscal Year. The fiscal year of the Association shall be as determined by the Board of Directors.
Section 8.04 Delivery of Notice. Any notice required to be given by statute, the Articles of Incorporation or these Bylaws, shall be deemed to be delivered according to the following rules: upon personal delivery; if by mail, when deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid; if by facsimile, when the facsimile is sent via the facsimile number shown for the member/director on the records of the Association; if electronically, when transmitted to such address shown for the member/director on the records of the Association; and if by overnight mail, when deposited with the shipping company in a sealed envelope, properly addressed, with shipping charges prepaid or billed to sender's account.
Section 8.05 Waiver of Notice. A written waiver of any notice required to be given by statute, the Articles of Incorporation or these Bylaws, signed by the person(s) entitled to such notice whether before or after the time stated, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the holding of the meeting because proper notice was not given.
Section 8.06 Audit. The accounts of the Association shall be audited on an annual basis by an independent auditor approved by the Board of Directors.
Section 8.07 Use of Funds and Dissolution. The Association shall use its funds only to accomplish the objectives and purposes specified in its Articles of Incorporation, and no part of its funds shall inure or be distributed to the members of the Association. Upon dissolution of the Association, any funds remaining shall be distributed in the manner specified in the Articles of Incorporation of the Association.
Section 8.08 Bonding. The Board of Directors may require any officer, director, employee, or agent of the Association, to furnish at the expense of the Association, a fidelity bond, in such a sum as the Board shall prescribe.
Section 8.09 Procedure. All meetings of the Association shall be governed by parliamentary law as set forth in the most recent edition of "Robert's Rules of Order" when not inconsistent with law or these Bylaws.
Section 8.10 Writing. Actions required to be “written” or “in writing,” or to have written consent of members, directors, or committee members shall include any communication in the Articles of Incorporation or by policy or procedure of the Board of Directors transmitted or received by electronic means or by any other technology permitted by law. A requirement for a signature shall be satisfied by any means recognized by law, e.g., electronic signature, unless prohibited by policy or procedure of the Board of Directors.
