By Laws

BY LAWS OF
UPPER MIDWEST ASSOCIATION OF COLLEGIATE REGISTRARS AND ADMISSIONS OFFICERS

ARTICLE I
OFFICES

The principal office of the corporation in the state of Iowa shall be located in the City of Ames, County of Story, Iowa. The corporation may have such other offers, within or outside the state of Iowa, as the business of the corporation may require from time to time.

ARTICLE II
MEMBERS

Section 1. Members. Institutional membership shall be for two types: (1) Full, and (2) Associate. The definition of Institution – Each institution with a unique FICE code will pay an institutional membership. Individual membership shall be for four types: (1) Active, (2) Affiliate, (3) Honorary Life Membership, and (4) Corporate Partnership.

(a) All institutional members in good standing as of fall 1990 are eligible to continue as Full Institutional Members.

(b) Eligibility for Full Membership shall include collegiate-level degree-granting institutions of higher education (i.e. minimum of an Associate Degree) that are accredited by an accrediting association approved by the Council for Higher Education Accreditation (CHEA).

Canadian universities and colleges authorized to grant degrees and diplomas by the respective provincial governments shall be eligible for full membership.

(c) Eligibility for Associate Membership may be extended to any institution or organization, including proprietary schools, involved with post-secondary education if this membership would be beneficial to both the organization requesting membership and to the Association. Associate membership carries all of the rights, privileges, and responsibilities of full membership, except voting.

(d) Application for Admission to Full or Associate Institutional Membership shall be in writing to the Membership Committee and shall describe: (1) The reason for wishing to join UMACRAO, and (2) The role of the institution or organization in post-secondary education. If the Membership Committee approves the application, membership will become effective once the annual fee has been paid.

(e) Active Memberships: Voting privileges are extended to each person from any institution granted full membership who is charged with responsibility in the field of admissions, registration, records, financial aids, institutional research or equivalent responsibilities. Any active member may request voting by institutional ballot on a specific subject or question. When an institutional ballot is called for, the active members in attendance from each institution shall caucus and vote on a single ballot.

(f) Affiliate Membership: Each person, who is from an institution granted associate membership and who is charged with responsibilities in the fields listed above, is eligible as an Affiliate Member to participate in Association activities and is awarded all rights, privileges, and responsibilities of Full Membership, except voting.

(g) Honorary Life Membership: A person holding an Honorary Life Membership shall enjoy all the privileges of Active Membership except the right to participate during institutional balloting.

(h) Corporate Partnership.  Membership applications subject to approval by the Executive Committee.  Open to organizations that provide products and/or services that may benefit Association members. Corporate partners do not have voting rights and cannot hold office or committee appointment. If the Executive Committee approves the application, membership will become effective once the annual fee has been paid.

Section 2. Annual Meeting. The annual meeting of the members shall be held at such location and time, as shall be designated by the Board of Directors, also known as the Executive Committee. At each annual meeting the members shall hear reports from the Directors, elect Directors, and any other business shall be transacted as may be properly presented to such meeting. The Board of Directors shall have power to cancel an annual meeting if circumstances warrant.

Section 3. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or by a majority of the members.

Section 4. Place of Meeting. The Board of Directors may designate any place within the  region, consisting of Iowa, Minnesota, North Dakota, South Dakota, Manitoba, Saskatchewan and Northwestern Ontario as the place for any annual meeting or for any special meeting of members called by the Board of Directors.

Section 5. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to voting members not less than ten (10) nor more than fifty (50) days before the date of the meeting.

Section 6. Action Without Meeting. Any member action required or permitted to be taken at a members meeting may be taken without formal meeting or vote, if a written consent describing the action taken is signed by not less than 90% of the members entitled to vote at any meeting. The written consent must be dated and signed by the duly authorized representative of each member consenting to the action, and must be delivered to the corporation within sixty (60) days from the date of the consent to be included in subsequent minutes or in the corporate minute book.

Section 7. Quorum of Members. The presence of a majority of the Members eligible to vote shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members.

Section 8. Voting of Members. Each outstanding member shall be entitled to one vote upon each matter submitted to a vote at a meeting of the members. Voting by proxy shall not be allowed, nor shall members entitled to vote have the right to cumulate their votes when electing directors.

Section 9. Waiver of Notice. Members may waive any notice required by Chapter 504A, the Articles of Incorporation, or the Bylaws, before or after the date of the actual meeting to which notice was to be given. The waiver must be in writing and signed by all members entitled to vote. A member’s attendance at a meeting waives any objection based on lack of notice, or defective notice of the meeting. The member’s attendance at the meeting also constitutes a waiver of an objection to the consideration of a particular matter at the meeting, that is not stated within the notice of the meeting, unless the member objects to considering the matter when it is presented.

Section 10. Order of Business. The order of business at the Annual Meeting of the Members of the Association shall be substantially as follows:

(1) Report on the voting members, which are present in order to determine the existence of a quorum.

(2) Reading of the Notice of the meeting and proof of due publication or mailing thereof, or the waiver or waivers of notice of such meeting, as the case may be.

(3) Presentation and consideration of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.

(4) Presentation and consideration of reports of officers, directors or any committees.

(5) Election of Directors.

(6) Unfinished business.

(7) New business.

(8) Adjournment.

ARTICLE III
DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed under the direction of its Board of Directors, also known as the Executive Committee.

Section 2. Number and Election of Directors. The number of directors constituting the initial Board of Directors shall be five (5). The Directors shall be elected by the Members. The Directors can be reelected and they do not necessarily have to be members of the Association. The Board of Directors can also appoint Honorary Directors; however, said Honorary Directors shall have no vote at Board Meetings. The election of Directors shall be held at the Annual Meeting of the Members and said Directors so elected shall hold office until the next annual meeting of Members. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause their election to be held at a meeting of the members as soon thereafter as conveniently may be.

Section 3. Regular Meetings. An annual meeting of the Board of Directors shall be held without further notice immediately following the Annual Meeting of the Members. The Board of Directors may establish such other regular meeting dates, as they deem appropriate. Once a regular meeting schedule has been adopted by the Board of Directors, such regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, President-Elect or any two directors.

Section 5. Notice. Special meetings of the Board of Directors must be preceded by at least two (2) days’ notice of the date, time and place or mode of the meeting. The notice need not describe the purpose of the special meeting of the Board of Directors. Whenever any notice is required to be given to a director of the corporation under the provisions of Chapter 504A, the Articles of Incorporation or these Bylaws, a written waiver of the time, place and purpose of the meeting may be signed by the person entitled to the notice either before or after the meeting, and such written waiver shall be deemed to be the equivalent of giving the person proper legal notice of the meeting.

Section 6. Meeting of All Directors. Any action required or permitted to be taken at a Board of Directors meeting may be taken without formal meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by a written consent describing the action taken, and approved by each director. The action taken shall become effective when the last director signs the written consent. The written consent shall then be included in subsequent minutes or filed in the corporate minute book.

Section 7. Quorum. A majority of the directors must be present to constitute a quorum for the transaction of business. The presence of Honorary Directors shall not be counted toward the quorum requirement.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A director who is present at a Board of Directors meeting when a corporate action is taken is deemed to have assented to the action taken unless the director specifically dissents or abstains from the action taken and directors his dissention or abstention to be noted in the minutes of the meeting.

Section 9. Committees. The Board of Directors may create one or more committees and appoint members of the association to serve on those committees. The creation of a committee must be approved by a majority of all directors when the action is taken. A committee may be appointed to exercise any authority held by the full Board of Directors, or to make recommendations to the Board of Directors. However, the authority granted to any committee shall be restricted by the provisions of Section 504A.21 of the Code of Iowa.

Section 10. Resignation. Any Director may resign at any time by giving written notice of resignation to the President or the Secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Acceptance of a resignation is not necessary to make it effective.

Section 11. Removal of Directors. The members of the corporation may remove one or more directors, with or without cause, at a special meeting of the members called expressly for that purpose. Any vacancy occurring on the Board of Directors caused by resignation, removal, death, or otherwise may be filled by the President, in consultation with the Board of Directors and Nominations Committee. Any director elected to fill the un-expired term of a prior director shall serve until the next Annual Meeting of Directors, or until his successor is elected and qualified.

Section 12. Remote Meetings. Any annual or special meeting of the Board of Directors may be held by means of a telephone conference, providing all persons participating in the meeting can hear one another, or by means of e-mail or Internet, providing all Directors have access to the technology required to participate. Each person participating in the conference call or on-line discussion shall be deemed to be present in person.

ARTICLE IV
OFFICERS

Section 1. Number. The officers of the corporation shall be a President, a President-elect, a Secretary, a Treasurer and a Past-President. Any two or more offices may be held by the same person, with the exception of the office of President and the office of President-elect. The office of Secretary and Treasurer may be combined, and the Board of Directors may authorize and elect multiple Vice Presidents, and an office of Assistant Secretary and Assistant Treasurer, if desired.

Section 2. Officers. The officers of The Association shall be: president, president-elect, secretary, treasurer and past-president. All officers, except the president and past-president, shall be elected to their respective positions at the annual meeting by a majority vote of the active members present and voting. The president-elect shall be expected to advance to the offices of president and past-president without election. The term for officers will extend from the adjournment of the annual meeting at which their successors have been elected.

Section 3. Executive Committee. The Executive Committee shall consist of the president, president-elect, secretary, treasurer, and the immediate past president. The Executive Committee shall have jurisdiction over the affairs of The Association during the interim between annual meetings and shall serve as the Corporation’s Board of Directors.

Section 4. Resignation and Removal. Any officer may resign at any time by delivering notice to the President or Secretary. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date. The Board of Directors may remove any officer at any time, with or without cause. The appointment of an individual as an officer of this corporation does not in and of itself create any contractual rights.

Section 5. Vacancies. Any vacancy in any office due to death, resignation, removal, disqualification, or otherwise, may be filled by the President, in consultation with the Board of Directors and the Nominations Committee.

Section 6. The President. The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation, subject to the general powers of the Board of Directors. In general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The term for the President shall be one year.

Section 7. The President-Elect. In the absence of the President, or in the event of his or her inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. The term of the President-Elect shall be one year.

Section 8. The Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation; and deposit all such moneys in the name of the corporation in banks or other depositories as shall be selected by the Board of Directors. He or she shall, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The term of the Treasurer shall be three years.

Section 9. The Secretary. The Secretary shall keep the minutes of the members meetings and of the Board of Directors meetings in a corporate minute book; he or she shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; shall be custodian of the corporate records of the corporation; keep a register of the post office address of each member; shall have general charge of the list of members and books of the corporation; and, in general, shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. The term of the Secretary shall be two years.

Section 10. Past-President. In general, he or she shall perform all duties incident to the office of Past-President and such other duties as may be prescribed by the Board of Directors from time to time. The term for the Past-President shall be one year.

ARTICLE V
HISTORIAN

An active or institutional member will serve as the Historian of The Association. When need arises, the president, with approval of the Board of Directors, shall appoint a UMCRAO Historian for an undesignated period of time. The Historian may or may not be the institutional member responsible for the archives.

ARTICLE VI
ARCHIVES

One of the institutional members shall be designated to provide a repository for the archives. When there is need to change location of the repository, the Board of Directors will seek suitable invitations and designate the repository headquarters for an undesignated period of time.

ARTICLE VII
MEMBERSHIP FEES

The annual fee for institutional membership or corporate partnership shall be payable on or before September 1 of each year. Dues are determined by the Board of Directors and is based upon the reported fall enrollment of the institution; fall enrollment statistically reported on the institution’s website. The Board of Directors (Executive Committee) has established the annual dues/fee for corporate partnership will be $100 more than the highest level of institutional membership fees. There will not be a membership fee for individual active, associate, or honorary life memberships. Honorary members should remain on the UMACRAO mailing list. Each institution may list as individual active members of UMACRAO any professional staff whose primary duties include those appropriate to the purpose of UMACRAO. Corporate partners are eligible to attend UMACRAO conferences, receive newsletters and will be listed on the UMACRAO website.  Corporate partners interested in participating in UMACRAO’s regional conference will register for the conference at the reduced corporate partnership vendor rate and be eligible to present in the vendor session track at the conference.

ARTICLE VIII
EXPENSES FOR REPRESENTATION

The UMACRAO president will serve as UMACRAO’s official delegate at the annual AACRAO meeting. The UMACRAO president’s expenses for attending the annual meeting at AACRAO will be paid by UMACRAO. Should the president not be able to attend the AACRAO meeting, an alternate shall be selected by the Board of Directors.

ARTICLE IX
REGISTRATION FEE

A Local Arrangements Committee will set and collect a fall meeting registration fee subject to approval of the Board of Directors.

ARTICLE X
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. The corporation is prohibited from making any loans to its members, officers, board of directors, or employees.

Section 3. Checks, Deposits, Etc. All checks, notes or other orders for the payment of money, issued in the name of the corporation, must be signed by two persons. The Board of Directors shall designate from time to time the names of three or more persons included in the group of persons authorized to sign such instruments on behalf of the corporation.

ARTICLE XI
FISCAL YEAR

The fiscal year of the corporation shall be the calendar year, beginning on the first day of January in each year and ending on the last day of December in each year.

ARTICLE XII
DISTRIBUTION UPON DISSOLUTION OR
TERMINATION

Upon the dissolution or termination of this Corporation, whether voluntarily or involuntarily, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, shall dispose of all of the assets of the Corporation in such manner as the Board of Directors shall determine keeping in mind the non-profit nature of the Corporation.

ARTICLE XIII
SEAL

The corporation shall not initially have a corporate seal. The Board of Directors may, in its discretion, obtain a corporate seal and prescribe its use.

ARTICLE XIV
AMENDMENTS OF BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Corporation by a majority vote of the active members present and voting.

APPROVED BY THE UMACRAO MEMBERSHIP FEBRUARY 28, 2014.

________________________________ SECRETARY