Article I

Section 1.  Name. The name of this organization shall be NATIONAL COUNCIL OF ARTS ADMINISTRATORS. 
For description the letters NCAA may be used.

Section 2.  Purposes. The purpose of the NCAA shall be:

  • Create a safe space for complex conversations for arts administrators in higher education.
  • Support advocacy for impactful art leadership.
  • Mentor leaders in the field.

Article II

Section 1.  Membership. Membership of NCAA is open to all of those interested or engaged in arts administration and leadership.

Section 2.  Rights & Responsibilities of Membership. Membership is established by the payment of annual dues, which provides the ability to vote in open elections.

Section 3.  Membership Meetings. The Board shall call membership meetings at least once yearly. At these meetings elections will be held and other business transacted. The place and date for membership meetings must be fixed at least thirty days in advance. Those members present at a meeting shall constitute a quorum. Special meetings of members may be called by written request to the Board by 10% of the membership.

Section 4. Affiliation. Groups may partner with NCAA by application to and approval of the Board of Directors. Such affiliation brings with it the responsibility (1) to foster the purposes and conform to Article II Section 1 of the NCAA and (2) to promote national membership.  Individuals do not become members of NCAA simply by virtue of membership in affiliate organizations.

 Article III 

Section 1.  Board of Directors. NCAA shall be governed by a Board of Directors consisting of no fewer than 12 and no more than 15 voting members determined by the terms of service of officers of the Board, as per Article III, Section 6.

Section 2.  Function of the Board. The Board shall establish the policies and carry out the activities of NCAA.

Section 3.  Board Meetings. The Board shall meet at least twice yearly.  Quorum shall consist of a majority of voting members of the Board. 

Section 4.  Election of the Board. For electing members to the Board, the following procedure shall be used.

A. Three members of the Board will be elected at each yearly business meeting on a rotational basis.

B. Election to the Board is for a term of four years.

C. Board members may not be re-elected to serve successive terms of service. A Board member may stand for reelection to the Board two years after their current term of service is completed.

D. The Board will select a slate of three to six Board candidates from the nominees submitted to them in writing by the membership and will present this slate for approval at the Winter Board Meeting.

E.  Board members will be elected by anonymous ballot. The three nominees  receiving the largest number of votes shall be elected. In case of a tie, the president shall cast their sole vote.  

Section 5.  Officers of the Board. The officers shall be elected by the members of the Board of Directors. 

The officers shall be a president, a secretary, and a treasurer.  There may also be other officers as the Board deems appropriate. Elected officers will take office at the next regular meeting of the Board and will serve for two years.  The officers may serve any number of successive terms of office while on the Board. Each officer shall hold office for the term appointed and until a successor is appointed and qualified.  An officer may resign at any time by providing written notice to the corporation.  Notice of resignation is effective on receipt or at a later time designated in the notice. An officer elected by the Board may be removed with or without cause by a two-thirds vote of all the Board of Directors then in office.  The removal shall be without prejudice to the person’s contract rights, if any.  Election to an office does not of itself create contract rights. A vacancy in any office for any reason may be filled by the Board by an election of candidates from among the existing Board of Directors.

A. PRESIDENT: The President shall preside at Board and membership meetings,
appoint committees subject to the approval of the Board and provide supervision for all activities of NCAA. The president shall be a voting member of the Board. The president shall not vote on Board memberships, except in the case of a tie. The president shall be the chief executive officer of the corporation and shall have authority over the general control and management of the business and affairs of the corporation.  The president shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation.  The president shall sign all corporate documents and agreements on behalf of the corporation, unless the president or the Board instructs that the signing be done with or by some other officer, agent, or employee.  The president shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office.  This is subject, however, to the president’s right and the right of the Board to delegate any specific power to any other officer of the corporation.  

B. SECRETARY.  The secretary shall (a) keep minutes of Board meetings; (b) be responsible for providing notice to each member or director as required by law, the articles of incorporation, or these bylaws; (c) be the custodian of corporate records; (d) perform all duties incident to the office and other duties assigned by the president or the Board.

C. TREASURER:  The treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the corporation at such depositories in the corporation’s name that may be designated by the Board; (d) file or caused to be filed all corporate filings including information returns with the Internal Revenue Service and annual reports with the State of Michigan; and (e) perform all duties incident to the office and other duties assigned by the president or the Board.

D. PAST PRESIDENT: The most recent past President of the Board will serve as Past-President of the Board for a term of one year. The Past-President of the Board will remain a member of the Board of Directors until their term as Past-President expires or until their elected term of service is completed, whichever condition extends longer. In the event the Past-President’s term of service as an elected member of the Board of Directors expires prior to the end of the term as Past-President, the Past-President will serve as a non-voting member of the Board.

E. PAST TREASURER: The most recent past Treasurer of the Board will serve as Past-Treasurer of the Board for a term of one year. The Past-Treasurer of the Board will remain a member of the Board of Directors until their term as Past-Treasurer expires or until their elected term of service is completed, whichever condition extends longer. In the event the Past-Treasurer’s term of service as an elected member of the Board of Directors expires prior to the end of the term as Past-Treasurer, the Past-Treasurer will serve as a non-voting member of the Board.

F. ELECTION OF THE OFFICERS. The Board of Directors shall nominate candidates for Elected Officers from their number to include a President of the Board, a Treasurer, and a Secretary.  Elected Directors may nominate themselves, or other elected Directors, as candidates. The Nominations Committee shall solicit nominations in advance of the election. The Board of Directors shall be notified of the nominations by no later than seven (7) days in advance of the election. Elections shall take place at the regular meeting of the Board held in conjunction with the Annual Conference, or at such other times as the Board may determine. Officers will be elected by a simple majority vote of all voting members of the Board then in office. Elected Officer’s terms will normally commence on January 1. Under extenuating circumstances, the term can begin with the next Board meeting.

Article IV

Section 1. Committees.

The Board of Directors is responsible for overall policy and direction of NCAA and may delegate specified operational responsibilities to committees. The function and purpose of each committee is to advise the President and Board, including providing updates on committee activity. The Board maintains and posts a roster of current committees and membership. Committees may be formed or dissolved according to need.

Section 2. Executive Committee.

There is an executive committee whose primary responsibility is to promote NCAA’s objectives in accordance with the organization’s mission, vision, and values. The executive committee includes all the Board officers listed in Article III, Section 5.

Section 3. Standing and Special Committees. 

The executive committee may, with the approval of the Board, create committees as are deemed necessary for the successful execution of the work of the organization. Each committee shall include a chair as leader and liaison to the full Board. This chair shall be a current Board member. Members of said committees shall serve for the entirety of the Board term, or until they request to the President to move to another committee. All Board members serve on at least one committee. Standing or special committees shall meet at the call of the chair of the respective committees, or at the call of the President.

Section 4. Committee Meetings.

Committees, other than the executive committee, meet at the discretion of the committee chair.

Article V

Section 1.  Dues. All members will be required to pay dues in the amount established by the Board and approved by the membership. Membership will be one year from receipt of payment or expiration of previous membership term, whichever is later.

Section 2.  General Fund. A general fund will be established for the purpose of paying the operating expenses of NCAA. Sources of revenue for the general fund consists of all dues, fees and donations received.

Section 3.  Accountability. The Board and the officers shall be accountable to the membership for the expenditure of funds.

Section 4.  Distribution of Assets. In the event of dissolution of the NCAA, the assets shall be distributed to a similar non-profit organization.

Article VI

Section 1.  Amendments. This constitution may be amended by majority vote of those represented at the annual meeting of the membership provided a written or electronic copy of the proposed amendment has been forwarded or made available to all members prior to the annual Board meeting.