Bylaws

ARTICLE IV

OFFICERS & TRUSTEES

Section 1. Officers. The officers of the Association shall be the President, the President-elect, the immediate Past president, the Secretary/Treasurer, the Representative to the ACA Governing Council, the Professional Development Director, and the Executive Director. All officers shall be elected by the membership except for the Professional Development Director and the Executive Director, who shall be appointed by the Executive Council.

Section 2. Trustees. There shall be six trustees-at-large who are elected by the membership.

Section 3. Terms of Office. The President shall serve for one year/two, and shall continue to serve as the Immediate Past President for one year thereafter. The Secretary/Treasurer will serve for a two year term. The Governing Council Representative shall serve for a term of three years. Two Trustees shall be elected each year to serve a three (3) year term of office. The Professional Development Director and the Executive Director will serve a term as described in Section 8 and 9 hereof.

Section 4. Duties of Officers.

(a) Past-President. The Past-President shall serve on Nominations and Election Committee, Chairperson of the Long-Range Planning Committee, and serve on the Executive Council. The Past-President shall serve on the Executive Committee. The Past-President shall serve on the Investment Subcommittee of the Executive Committee.

(b) President. The President shall be the chief executive officer of the Association and Chairperson of its Executive Council and of the Executive Committee. The President shall chair the Investment Subcommittee of the Executive Committee. The President shall appoint chairpersons of all committees unless otherwise specifically provided for in these Bylaws. The President shall hold ex-officio membership on all committees, and shall serve as the official or at-large representative to people and groups outside of the Association. The President shall present a written report annually to the Association and ACA regarding actions of the Executive Council and other items of concern to the members.

(c) President-Elect. The President-Elect shall act as President at all Association or Executive Council meetings in the absence of the President. The President-Elect shall serve as Chairperson of the Membership Committee. The President-Elect shall prepare and present a proposed annual budget to the Executive Council Meeting convened as part of the annual ACA convention and shall succeed to the presidency at the expiration of the term as President-Elect. The President-Elect shall serve on the Executive Committee.

(d) Secretary/Treasurer. The Secretary/Treasurer shall represent the Association in assuring the receipt and expenditures of funds and shall operate in accordance with the policies established by the Association and ACA. The Secretary/Treasurer may delegate the performance of accounting and interactions with ACA to the Executive Director, as appropriate. The Secretary/Treasurer shall present a final annual financial report for distribution to the membership. The Secretary/Treasurer shall serve on the Executive Committee. The Secretary/Treasurer shall serve on the Investment Subcommittee of the Executive Committee.

(e) In the absence of the Executive Director, the Director of Professional Development shall act as the secretary of any meetings of the Executive Council or the Executive Committee.

(f) Trustees. The Trustees shall serve as members of the Executive Council and help formulate the operational policies of the Association. All Trustees shall serve as members of the Long-Range Planning Committee and each Trustee shall also serve as a member of at least one other Association Standing Committee, as appointed by the President.

(g) Representative to ACA Governing Council. The Representative to the ACA Governing Council shall attend all scheduled ACA Governing Council meetings and serve on the Executive Council of the Association. The Governing Council Representative shall serve on the Executive Committee. The Representative shall make a report to the Executive Council members after each meeting of the ACA Governing Council summarizing its actions and possible future proposals.

Section 5. Qualifications. Each officer and trustee shall be a member of this Association and ACA and shall be a professional, regular, retired, new professional, or student member in good standing. No member shall be qualified to be a candidate for the office of President without having previously served on the Executive Council, or upon approval of the Executive Council or the Executive Committee, having served the association in an equivalent role.

Section 6. Election of Officers.

(a) Nominations. The Nominations and Election Committee shall canvass the individual members of the Association for nominations to the elective offices of the Association. Based on this nominating process, the Nominations and Election Committee shall place on the election ballot the names of eligible and willing member(s) for each office.

(b) Elections. The regular election of officers for the Association shall be conducted by ACA as part of its annual election. The results of each election shall be announced and the new officers shall take office at the end of the terms of their predecessors in office, which shall be on July 1 of each year. Any required special election will be held by the Association in a manner determined by the Executive Council or Executive Committee.

Section 7. Vacancies in Unexpired Terms.

(a) The President-Elect shall succeed the President for any unexpired term and continue as President for the term for which the person was elected.

(b) If the President-Elect ascends to the Presidency and nine or more months remain in the term of office, a special election shall be held to fill the President-Elect vacancy from a slate of nominees selected by the Executive Council or Executive Committee. If there is less than nine months remaining, the President-Elect shall continue to serve as President through the end of the term to which originally elected.

(c) A vacancy in the office of President-Elect for any reason other than as described in Section 6(b) shall be filled by the person next elected to the office of President-Elect immediately upon his/her election. If there is only one properly certified candidate for President-Elect, that person shall assume the office immediately upon the affirmative vote of the Executive Committee.

(d) If a vacancy shall occur in the offices of Secretary/Treasurer, Trustee, or Representative to the ACA Governing Council, the President shall nominate and the Executive Council shall elect officers to fill the vacancies. An officer so elected shall complete the scheduled or remaining term of office except that a vacancy in the office of the Representative to the ACA Governing Council shall be filled by the Executive Council only until the next regularly scheduled election.

(e) A vacancy in the offices of the Professional Development Director or the Executive Director shall be filled by the President by appointment with the approval of the Executive Council, and shall serve a full term as described in Sections 8 and 9, respectively.

Section 8. Professional Development Director.

(a) The Professional Development Director shall serve as the chair of the Professional Development Committee, and shall be a member of NECA and ACA, and shall develop professional development and training materials and programs for the benefit of the membership. The Director shall be responsible for the programs for the annual program at the ACA Convention and other workshops arranged at other times and venues. The Director shall work with other entities to develop and/or endorse professional training materials and programs for the benefit of the membership and the general employment counseling profession.

(b) The Professional Development Director is appointed by the President subject to approval of the Executive Council and may serve on consecutive terms. The Professional Development Director shall serve a 3-year term, and can be terminated only by affirmative vote of 2/3 of the Executive Council or a unanimous vote of the other Executive Committee members, in each case made at a properly called meeting.

(c) The Professional Development Director shall chair the Nominations and Elections Committee.

Section 9. Executive Director.

(a) If an appropriate volunteer is available, or if it is otherwise financially feasible, it is desirable for the Association to have its ordinary and necessary business affairs managed by an Executive Director. The person holding this office shall have appropriate qualifications and experience. No compensation shall be provided unless approved in advance by the Executive Council or Executive Committee, but reimbursement for out-of-pocket expenses incurred on behalf of the association shall be made. The Executive Director need not be a member of ACA.

(b) The Executive Director shall serve as the executive officer of the Association, and shall manage the flow of information to and from ACA, shall prepare financial reports in conjunction with the Secretary/Treasurer, shall process and prepare for approval any requested expenditure of Association funds, and to perform any other executive and/or administrative tasks requested by the President or by the Executive Committee members.

(c) The Executive Director shall act as Ex-officio Secretary of the Association, the Executive Council and the Executive Committee, and shall keep and publish on a timely basis the minutes and other official records of all meetings and activities of the Association, its Executive Council and the Executive Committee.

(d) The Executive Director is appointed by the President subject to approval of the Executive Council. The Executive Director shall serve continuously until resignation, and can only be terminated by affirmative vote of 2/3 of the Executive Council or a unanimous vote of the Executive Committee, in each case made at a properly called meeting thereof.

(e) If an Executive Director is not available, the responsibilities described in this section shall be accomplished by the chairperson of Professional Development.

Section 10. Constructive Resignation.

(a) If any officer or Trustee of this Association shall fail in any fiscal year to attend at least one of the following: (1) a meeting of the Executive Council or Executive Committee; (2) a meeting of the Executive Committee; or (3) as a presenter or staff at a NECA workshop, then such officer of Trustee shall be deemed to have tendered their resignation. The Executive Council/Committee may decide, by a 2/3 vote, to vacate this policy for an individual in the event of unusual illness or similar circumstance.

(b) If any officer of this Association shall fail to perform, in a material manner, the duties of his/her office, or shall fail to act to accept and carry out, in a material manner, the responsibilities of his/her office, or shall deliberately act to cause material harm to the Association, then any member of the Executive Committee may propose to consider any of these as a constructive resignation. Such proposal must be in writing and contain documentation to demonstrate the failure to act or the discharge, the responsibilities, or the harmful action(s). The named officer may accept the proposal and resign in good faith and on good terms. Alternatively, he or she can furnish additional information in writing to the committee. Action to enforce constructive resignation must be made by majority vote of the Executive Committee, meeting in Executive Session. If approved, the officer shall immediately vacate his or her office; if not approved, the officer shall remain in his/her office until the end of his/her term.