Bylaws

ARTICLE I

NAME AND PURPOSE

Section 1. Name. The name of the Association shall be the National Employment Counseling Association (NECA), a Division of the American Counseling Association (ACA).

Section 2. Affiliation. This Association is organized and governed in accordance with the Bylaws of ACA.

Section 3. Purpose. The general purposes of the Association shall be to advance the discipline, science and activities of employment counseling; to promote a greater understanding of employment-related counseling; to publish literature which depicts the problems, techniques and solutions encountered in counseling individuals in obtaining and maintaining employment; to develop and promote use of training programs for employment counseling practitioners; to promote the utilization of vocational knowledge, job information tools, and techniques which will enable persons in search of employment to make better use of their abilities, interests, aptitudes, skills and experiences for society's and their own benefit; and in addition:

(a) To facilitate relationships and communications among professional employment counselors, and to develop communication and interactions with counseling and guidance personnel in related areas;

(b) To improve the standards of professional employment counseling services by exercising leadership in the selection, preparation, and utilization of persons entering the field of employment counseling;

(c) To contribute to the employment counseling field by encouraging, promoting and conducting scientific research; and

(d) To publish a journal that reflects current achievements, practices and research development in employment counseling, thereby contributing to the development of employment counseling as a discipline.

The Association is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.

Section 4. Nondiscrimination. There shall be no discrimination against any individual on the basis of ethnic group, race, religion, gender, sexual orientation, age and/or disability.

Section 5. Dissolution. No member shall have any severable or transferable interest in the property of the Association. In the event of dissolution, the Executive Council shall, after paying or making provision for payment of all lawful debts and liabilities of the Association, transfer all property and assets to ACA only if the ACA then qualifies as an I.R.C.Article 501(c)(3) organization and, if the ACA does not qualify, to one or more other appropriate I.R.C. Article 501(c)(3) organizations.

ARTICLE II

MEMBERSHIP

Section 1. Types of Membership. This Association consists of six types of membership: professional, regular, retired, student, new professional, and special.

Section 2. Privileges of Membership. Professional, regular, retired, student, and new professional members shall have the rights and privileges normally accorded members of a scientific, educational and professional association, including the right to vote and hold elective office.

Section 3. Requirements for Membership. To be eligible for membership in NECA a person does not have to be a member of ACA.

(a) Professional. Professional members shall hold a master's degree or higher in counseling or a closely related field from a college or university that was accredited when a degree was awarded by one of the regional accrediting bodies recognized by the Council on Higher Education.

(b) Regular. Regular membership in this Association shall be open to any person who has a Bachelor's Degree in an area of human development from an accredited college or university and is engaged in some aspect of employment counseling.

(c) Retired. Retired membership shall be open to any member who has furnished proof of retirement from his/her employer, and who has been a member of this Association for at least five (5) years. A retired member shall pay dues at the student rate.

(d) Student. Student membership shall be open to graduate students enrolled half-time or more during the academic year in a counseling or closely related field of study. Student membership is limited to three years.

(e) New Professional. A member who has been a Student member of the Association, and continues as a member after graduation with a degree required to become a Professional Member. This category of membership will pay the Student rate for two years and shall automatically transition to a Professional Member at the end of that period.

(f) Special. ACA or the Executive Council may prescribe and establish criteria for special memberships in the Association provided, however, that no person shall be deprived of any privileges heretofore granted.

Section 4. Severance of Membership. Failure to pay dues as prescribed by the Association shall be interpreted as withdrawal from membership. At that time all rights of a member shall cease, or upon the member's expulsion from the Association, or upon the member's death.

ARTICLE III

EXECUTIVE COUNCIL & EXECUTIVE COMMITTEE

Section 1. Functions of the Council. The Executive Council shall be the agency through which the general administration and executive functions of the Association shall be carried out. It shall perform the responsibilities assigned to it by these Bylaws and shall conduct, manage, and control the business of the Association. It shall convene at and during the Annual ACA Convention and such other time as may be desirable.

Section 2. Membership on the Council. The Executive Council shall consist of the Past-President, President, President-Elect, Secretary/Treasurer, the Professional Development Director, the six Trustees, and the Representative to the ACA Governing Council. The Executive Director shall be a non-voting Ex-Officio member of the Council and act as its ex-officio Secretary.

Section 3. Reports of Elected Officers. The President of the Association shall prepare written reports to ACA.

Section 4. Audits. The Executive Director shall make an interim report to the members at the annual business meeting. At the conclusion of the fiscal year (July 1 to June 30 of the following calendar year), the Executive Director shall submit an annual report to the Executive Council.

Section 5. Executive Committee. The Executive Committee is chaired by the NECA President and includes the President, President-Elect, Immediate Past President, Secretary/Treasurer, the Professional Development Director, and the NECA Governing Council Representative. The Executive Director shall serve as a non-voting ex-officio member of the Committee and act as its ex-officio Secretary. A quorum of the Executive Committee shall be a majority of its voting members in which the President is present or has delegated his/her authority for the meeting in writing to either the President-Elect or the Immediate Past President. Meetings shall be called by the President or his/her delegate as required. The Executive Committee shall act for the Executive Council within policies as may be established by such Council. The Executive Committee shall function primarily to address those issues which are necessary for the efficient operation of the Association, and between regular meetings of the Executive Council may make decisions with all the powers of the Council, which shall be reported at the next meeting of the Executive Council. Executive Committee meetings may be held by telephone or by email in which all members have been notified in advance and in which a quorum of committee members participate. The Executive Committee shall make decisions regarding investments through its Investments Subcommittee, as further described in Article VIII, Section 3.

Section 6. Electronic Communication and Action. Specific actions of the Executive Council and Executive Committee may be taken by electronic means, provided that use for such action is deemed appropriate by the President. The Executive Council is authorized and directed to adopt formal procedures to govern taking action by electronic means. Such procedures must ensure that all proposed actions are delivered to all members of the Council in advance, that all members must have an opportunity to discuss and suggest changes in such actions, and that voting must be taken by a formal process by the Executive Director or President of the Association. All such actions must be recorded in the minutes of the Association.

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.

ARTICLE V

REPRESENTATION IN ACA

Representation on ACA Governing Council. The Association shall be represented on the ACA Governing Council by a representative who shall be elected by the entire membership in accordance with the Bylaws of ACA. The representative shall use his/her independent judgment in considering proposed actions of the Governing Council taking into account the impact upon both ACA and the Association.

ARTICLE VI

MEETINGS OF THE ASSOCIATION

Section 1. Annual Meeting. A meeting open to all members of the Association, shall be held each year in conjunction with the Annual ACA Convention. This meeting may be combined with the regular meeting of the ExecutiveCouncil, or the Executive Committee if a quorum of the Executive Council is not available. Responsibility for selecting the place, date, and time of the annual meeting shall rest with the President of the Association. Notice of a meeting of the membership other than at the ACA convention shall be made to all members of the Association at least thirty (30) days prior to the scheduled date of the meeting, and any proposed action to be voted on by the association at such meeting must be included in the notice of the meeting. No action can be taken in the absence of such notice.

Section 2. Additional Meetings. Additional meetings of the membership may be called by the President with the approval of the Executive Council, or initiated through a petition that is (a) signed by fifteen (15) percent of the voting members and (b) sent to the President of the Association. Such petition or notice must contain a description of any action proposed for consideration by the membership at such meeting.

ARTICLE VII

BUSINESS AFFAIRS OF THE ASSOCIATION

Section 1. Dues. The Executive Council shall establish Association dues for each class of membership at its annual meeting held at the ACA convention.

Section 2. Quorums.

(a) A quorum for conducting business at annual or special meetings of the Association membership shall be 25 members in good standing.

(b) A quorum for conducting business of the Executive Council shall be a majority of the authorized membership of the Council.

(c) A quorum for conducting business of the Executive Committee is described in Article III, Section 5.

ARTICLE VIII

COMMITTEES

Section 1. Committees of the Association. Standing Committees and Special Committees may be created to promote the purposes of the Association. Standing Committees are designed for the investigation, study, and operation of matters relating to the accomplishment of the general purposes of the Association and matters of a continuous and recurring character. Their number and purpose is defined in these Bylaws. Special Committees are designed to investigate and study matters relating to the purposes of the Association of an immediate and non-recurring character.

Section 2. Standing Committees. The Association shall have the following Standing Committees, chaired by Association members. The chairperson shall determine the need for and select any additional members of the committee. The committees shall perform such functions as may be prescribed in the Bylaws of the Association.

(a) Professional Development Committee. The Professional Development Committee shall be chaired by the Professional Development Director, who 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 Professional Development Director shall chair the Program and Arrangements Committee as described in subarticle (g) of this section.

(b) Journal of Employment Counseling Committee. This Committee shall be under the direction of the Journal Editor, who shall be appointed by the Executive Council for a five-year term subject to annual review by the Executive Council. The Editor may be re-appointed for a second term and shall serve continuously until resigned or replaced by the Council. The editor and his/her committee shall be responsible for forming a review board and to take all actions necessary to produce periodic professional journals at a high quality standard.

(c) Newsletter Committee. The production and distribution of the electronic and any print newsletters of the association shall be under the direction of the Newsletter Editor, who shall be appointed by the Executive Council for a 5-year term and shall serve continuously until resigned or replaced by the Council. The primary responsibility of the editor and his/her committee shall be the solicitation of appropriate news articles and distribution of a periodic newsletter via electronic means to the membership of the association.

(d) Nominations and Election Committee. The Nominations and Election Committee shall establish and carry out the procedures for nominating and electing the officers of the Association in accordance with the Bylaws of this Association and the Bylaws of ACA. The immediate Past-President of the Association shall serve with the Director of Professional as Chairperson of this Committee.

(e) Membership Committee. The Membership Committee shall design programs and actions to actively promote membership in the Association. The President-Elect shall serve as Chairperson of this committee and interface with the Membership department of ACA.

(f) Long-Range Planning Committee. This, committee shall review the Association's present roles, purposes, and objectives, project these into the future and develop recommendations regarding the Association's future directions for review and consideration by the Executive Council. The immediate Past-President shall serve as Chairperson of this committee. All Trustees shall serve on this committee.

(g) Program and Arrangements Committee. This committee shall be responsible for soliciting, reviewing and accepting programs for the annual ACA Convention and other workshops held throughout the year, and be responsible for arranging and coordinating site facilities for activities of the Association at the ACA Convention and at other workshops. The Professional Development Director shall chair this committee.

(h) Awards Committee. This committee shall serve as the Association's screening and selection body for the granting of the Association Awards. The committee is normally chaired by a previous past president, as appointed by the President.

(i) Archives Committee. The Archives Committee shall maintain the historical records and documents of the Association.

(j) Ethics Committee. The Ethics Committee shall be responsible for educating the membership concerning the Ethical Standards of the Association, and shall receive and process all complaints and charges of alleged violations of the Association's Ethical Standards.

(k) Government Relations Committee. The Government Relations Committee shall inform the membership of all legislative matters which affect the Association directly, and shall represent the Association on legislative issues which affect the role and function of employment counselors.

(l) Interdivisional Relations Committee. This committee shall promote active communication and cooperation, including joint projects and activities of this Association with the other Divisions of ACA.

(m) Scholarships and Grants Committee. This committee shall design scholarships and grants and shall offer such for approval of the Executive Council or Executive Committee. Approved programs shall then be offered to the membership and/or to graduate students in counseling programs.

Section 3. Investments Subcommittee (of the Executive Committee). The Investments Subcommittee is chaired by the NECA President, and includes the President, Immediate Past President (or if he/she is unavailable, the President-Elect), the Secretary/Treasurer, and the Executive Director, who shall not have a vote. The purpose of the subcommittee is to provide oversight to the investments of the Association for its reserves and/or investment capital set aside for future purposes of the Association, and to make specific recommendations to the Executive Committee or the Executive Council for changes in the investment vehicles utilized. The subcommittee shall always rank preservation of capital above desire for gain, and shall only approve prudent investments for Association funds. The Executive Director shall be responsible for presenting alternatives, research and proposing specific actions. The subcommittee shall make a report at meetings of the Executive Council and Executive Committee as to the status of the investments. No member may have a personal interest in any investment utilized by the Association.

Section 4. Special Committees. Special committees shall be appointed by the President of the Association and approved by the Executive Council when such committees are deemed necessary to advance the purposes of the Association. Resolutions creating such temporary committees shall define their powers, duties, and term. Any Special Committee that needs to function beyond the term of the appointing President, must be reappointed by the incoming President and approved by the Executive Council.

Section 5. Tenure of Committee Members. No person shall serve on the same committee for more than three consecutive years, except by vote of this Association at a scheduled meeting. Other than the committees chaired named by these bylaws, or for committee(s) chaired by the Executive Director or the Professional Development Director, Chairpersons appointed by the President shall serve as Chairperson for one year concurrent with the term of office of the appointing President, but may be reappointed to succeed themselves.

ARTICLE IX

STATE DIVISIONS

A group of 25 or more association members from a single state desiring to be chartered as a State Division of this Association shall file an application for affiliation with the President. The Executive Council shall consider such request at its next regular meeting. If approved, such State Division of the Association shall be autonomous in the conduct of its affairs, provided its actions are consistent with the Bylaws of this Association and ACA.

ARTICLE X

BYLAWS

Section 1. Amendment. These Bylaws may be amended from time to time as follows:

a) The Executive Council or Executive Committee, at any regular or special meeting, may propose by majority vote, amendments for approval by the Association.

b) Any member, group of members, or Association committee may propose an amendment as long as no fewer than 25 signatures of voting members in good standing accompany the proposed amendment. Such proposed amendment shall be submitted to the President at least 90 days prior to the annual meeting of the Association.

c) Any properly proposed amendments shall be acted upon by either of the two following methods:

(i) by the affirmative vote of at least two-thirds of the members present at an annual or special meeting of the Association wherein a quorum is present; or

(ii) by the affirmative vote of at least two-thirds of the members voting in a mail ballot which are returned within a specified period not more than 30 days after date of mailing.

(iii)by a two-thirds affirmative vote via email or similar electronic vote under procedures established by the President and/or Executive Director,

Section 2. Effective Date. Any Bylaws approved shall take effect immediately as to the conduct of the business of the Association, and shall become final upon the affirmative vote of the ACA Governing Council.

ARTICLE XI

RULES OF ORDER

Rules of Order. Robert's Rules of Order Revised (by Henry Martin Robert) shall govern the proceedings of the Association not otherwise specified in the Bylaws.