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2523PS_-_NACAC_CEO_-_FINAL

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					                                       Position Specification

                   National Association of College Auxiliary Services (NACAS)
                                       Charlottesville, VA

                                   Chief Executive Officer (CEO)


History of the Association

NACAS (National Association of College Auxiliary Services), headquartered in Charlottesville,
Virginia, is a nonprofit higher education association serving auxiliary services and student support
services professionals at approximately 800 colleges and universities in the United States, Canada,
the United Kingdom, Australia, Ireland and Asia. NACAS, founded in 1969, provides extensive
opportunities for members to share ideas, develop business solutions, enhance programs and
revenues, and develop meaningful professional relationships.

Also known as “ancillary” or non-academic campus support services, institutional auxiliary services
divisions may include any of the following:

Bookstores                Housing                        Retail Stores
Card Systems              Laundry                        Recreation Centers
Childcare                 Mail Services                  Security
Communications            Parking                        Student Union
Concessions               Physical Plant                 Technology
Conferences               Print/Copy/Mail Services       Transportation
e-Commerce                Purchasing                     Vending
Facilities
Food Services



The NACAS national office is located in Charlottesville, Virginia. Home to a population of over
40,000 residents, with a metropolitan population over 200,000, the city has earned a reputation as
being one of the most livable places in the country. A city deep in historic value, the area has raised
three Presidents and is the home of the University of Virginia, founded by Thomas Jefferson in
1825. In 2004, Charlottesville was given the distinction by Cities Ranked and Rated as the “Best Place


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SJG-The Spelman & Johnson Group                                                            Page 1
to Live in America,” and has consistently been listed among Money and Fortune Magazines’ “Best
Places to Live” and “Best Places to Retire.”

Dr. Bob Hassmiller has served as the Chief Executive Officer of NACAS since 2002 when he came
to the Association with a background in association management. In a decade of service to NACAS,
“Dr. Bob” has reinvigorated the financial health of the Association, worked with the Board to
develop the NACAS Foundation, and shepherded the Certified Auxiliary Services Professional
(CASP) certification process to fruition. Dr. Bob announced his retirement in 2011 and his service
to the Association will conclude with the 2012 national conference.


Mission

The NACAS mission is to provide professional development and leadership opportunities necessary
for its members to be successful as they support education through auxiliary/campus services in an
ever-changing environment.

NACAS is committed to the ethical and value-driven decision making processes essential to
ensuring fiscal responsibility inherent in higher education auxiliary services. NACAS embraces
values that provide:

    •   Focus on operational quality, service, innovation, and value in a competitive environment
    •   Responsiveness to service and product needs of all constituencies
    •   Identification of best practices in all professional services areas
    •   Dedication to leadership development for auxiliary professionals
    •   Commitment to inclusiveness of all people, cultures, and nations
    •   Commitment to integrity
    •   Commitment to sustainability
    •   Commitment to the measurement of success and establishment of necessary standards
    •   An understanding that the commitment of the Association is to key stakeholders in the
        higher education community and stakeholders are involved in all governance decisions


NACAS Membership

NACAS members represent approximately 370 four-year public institutions, 250 four-year private
institutions, 150 community colleges/two-year institutions, and 30 historically black colleges and
universities. This membership base translates into a network of over 2,400 auxiliary services
colleagues to share ideas and experiences and a network of over 210 business partners to provide
products and services.

NACAS is supported by four regions--Central, East, South, and West in its effort to support the
specific geographical, cultural, diversity, and individual needs of members. Membership in NACAS
includes automatic membership to one of the regional associations. Collective goals for the regions
include increasing membership, identifying leadership to fill national roles, increasing



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SJG-The Spelman & Johnson Group                                                         Page 2
communication between regional boards and the national standing committees, promoting regional
conference activities, and supporting the Education Foundation’s development efforts.


Governance

NACAS is governed by an 11-member board of directors supported by seven Board committees:


    •   The Executive Committee assists and advises the Chief Executive Officer in all aspects of the
        Association’s operations, including staffing levels, costs, upgrades and expansion of systems.
        This committee reviews the status of Board assignments with the CEO to ensure that they
        are completed in an efficient and timely manner.

    •   The Finance Committee develops an annual budget for recommendation to the Board at its fall
        Board meeting and is responsible for dues adjustments, reviewing Association reserves,
        annual financial statements, and the annual audit report. The Finance Committee works with
        the CEO to bring the Association into compliance and makes recommendations to achieve
        sound business practices and accounting practices.

    •   The Nominating Committee is responsible for submitting a recommended slate of association
        officers to the NACAS Board of Directors for the positions of vice president of the
        association, an at-large Board member as necessary, regional representatives, the treasurer,
        and the annual conference program chair.

    •   The Annual Conference Program Committee plans and conducts the Association’s annual
        conference, including schedule, educational programs, speakers, workshops, general sessions,
        receptions, entertainment, and transportation.

    •   The Annual Conference Host Committee plans and executes networking, recreational, cultural, and
        entertainment activities that substantially contribute to the success of the conference and
        investigates and recommends sponsors to underwrite Annual Conference expenses. This
        group serves as official hosts throughout the conference.


National standing committees:

    •   Membership & Marketing Committee is responsible for implementing a marketing plan while
        ensuring effective communications with internal and external audiences on behalf of
        NACAS. Its major functions include the development and implementation of a Marketing
        Plan to include: Branding, Logo, Image, Advertising, and Membership recruitment and
        retention. This committee works closely with the membership to communicate NACAS’
        value to a variety of stakeholders, including current and potential institutional and business
        partner members, all higher education institutions, the NACAS regions and sub-
        organizations within the regions, the NACAS Education Foundation, current and potential
        sponsors as well as the news media in higher education and elsewhere.


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SJG-The Spelman & Johnson Group                                                            Page 3
    •   The Business Partner Committee assists in the recruitment of business partners by
        recommending names of prospective companies to the national office, representing each
        region, and providing a working knowledge of contracted relationships with business
        partners on a college campus.

    •   The Membership Committee assists the national office in the development and implementation
        of programs designed for membership retention, the provision of member services, and
        makes recommendations to the Board for membership requirements, promotional
        programs, and operational/staffing modifications.

    •   The Professional Development Committee plans and makes recommendations to the Board for a
        select and diversified number of self-supporting, topical workshops relevant to the
        professional development of the Association’s membership.

    •   The Inclusive Excellence Committee strives to infuse inclusivity into all aspects of the NACAS
        organization, including increasing the skills and abilities of NACAS members so they, in
        turn, can increase inclusivity on their campuses and within their auxiliary departments.

    Two national advisory committees:

     • The Awards Committee selects qualified nominee(s) for the Robert F. Newton Award, the
       Silver Torch Award, the Golden Award, the Innovative Achievement Award, Emeritus
       Award, Emerging Professional Scholarship, Committee Member of the Year, Volunteer of
       the Year, College Food Service Excellence Award, Outstanding Business Partner of the
       Year, Regional Mentor Award, and Technology Award, working with regional presidents to
       solicit nominations.

     • The Communication Services Committee serves as an advisory group for compliance with
       procedures, policies, and directives established by the Board of Directors for communication
       mechanisms such as College Services, the NACAS website, e-communications, and public
       relations.

And two task forces:

    •   Social Media Task Force is responsible for exploring ways the Association can incorporate the
        use of Social Media into its culture.

    •   Marketing Task Force was formed prior to the recent hiring the Director of Marketing &
        Technology. The Task Force was responsible for providing support, strategy, and insight
        into the Association’s marketing activities, and maintaining the growing “brand” of NACAS
        by undertaking and recommending activities to reinforce a clear and positive image of the
        Association.

The NACAS Education Foundation

Mission Statement


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SJG-The Spelman & Johnson Group                                                              Page 4
The NACAS Education Foundation is committed to creating and enhancing educational
opportunities, programs, professional connections, and research on behalf of NACAS, its members
and the higher education community. The Foundation provides financial and programmatic
opportunities for investment in the college and university environment. The Foundation will act
entrepreneurially, inclusively, and with integrity.

Program Support

Through generous support of members and business partners, the NACAS Education Foundation
has been able to fund new professional development programs, assist in improving technology,
provide research funds and support scholarships

2011 Foundation Projects

    •   Led the development of “transformational” efforts – especially Certification Program and
        technology support
    •   Support for all the Management Institutes
    •   Provided $90,000 to the Certification Program
    •   Funded basis for a major effort on inclusive excellence across all higher education
        associations
    •   Funded a new NACAS Award for Community Service
    •   Innovated NACAS fundraising activities
    •   Increased donor renewals and participation


The 2011-2012 National Board of Directors

Keith Chapman, President

Keith Chapman serves as the Director of College Services at Georgia Perimeter College. As the
NACAS President Chapman is responsible for calling and presiding at meetings of the Board;
enforcing rules and regulations relating to the administration of the Association; and appointing all
chairs to the standing committees, the advisory committees, ad hoc committees and task forces; and
other member specified duties as outlined in the NACAS Constitution and By-Laws.

Ronald L. Martel, President-Elect

Ron Martel serves as the Vice President and Dean of Student Affairs at Johnson & Wales
University. As President-Elect, Martel’s primary responsibilities are to select the chairs of the
standing committees in preparation for his term as president and serve in the absence of the sitting
president.

Jean Kwaterski, CASP Vice President

Jean Kwaterski serves as the Assistant to the Vice Chancellor for Student Affairs at the University of
Wisconsin-Oshkosh and is line to serve as next year’s President-Elect. As NACAS’s vice president,

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SJG-The Spelman & Johnson Group                                                          Page 5
Kwaterski is a member of the Annual Conference Program Committee. The length of term for the
vice president’s position is one year upon election and installation at the Annual Conference. The
vice president position is identified through a regional rotation schedule: East, Central, West, and
South, insuring equal representation by each region of the Association every four years.

Kim R. Berry, CASP, At Large

Kim Berry serves as the Chief Operating Officer at Penn-State-Berks

Sylvia J. Wilson, CASP, At Large

Sylvia Wilson serves as Director Auxiliary Services at Lincoln University

At Large Board Members serve on the NACAS Board of Directors as general representatives of the
Association membership for three year alternating terms upon election and installation at the Annual
Conference. At-large Board members focus on specific identified priorities or critical issues of the
Association. Kim Berry is currently serving as chair of the search committee for the NACAS CEO.

Maria A.Y. Garcia, Treasurer

Maria Garcia is Director of Operations at the University Corporation at Monterey Bay. As NACAS
treasurer, Garcia is responsible for reviewing the fiscal policies of the Association and submitting
expenditure reports and proposed budgets, with the assistance of the Finance Committee and/or the
Association’s Chief Executive Officer. The treasurer also assumes other duties as assigned by the
President or Board and serves for a three year term upon election and installation at the annual
conference.

Frank A. Mumford, Past President

Frank Mumford serves as the Executive Director of the California State University at Fullerton
Auxiliary Services Corporation. As past president, Mumford will serve on the NACAS Board of
Directors for a one year term, chairing the Nominating Committee and coordinating
communications with past presidents.

David E. Courter, NACAS Eastern Regional Representative

David Courter serves as Director of Auxiliary Services at American University. As the Eastern
Regional Representative, Courter represents that the 14 eastern states that comprise the region:
New York, New Jersey, Pennsylvania, Delaware, Maine, Vermont, New Hampshire, Massachusetts,
Connecticut, Rhode Island, West Virginia, Virginia, Maryland and the District of Columbia, Puerto
Rico, the Ontario and Atlantic Provinces of Canada, the United Kingdom, and Ireland.

Matthew D. Portner, NACAS Central Regional Representative

Matthew Portner currently serves as the Director Auxiliary Services at Ashland University. As the
Central Regional Representative, Portner represents a 12 state region composed of Illinois, Indiana,
Iowa, Kansas, Michigan, Minnesota, Missouri, North Dakota, Nebraska, Ohio, South Dakota, and
Wisconsin.

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SJG-The Spelman & Johnson Group                                                          Page 6
William H. Redwine, NACAS Southern Regional Representative

William Redwine currently serves as the Assistant Vice President for Auxiliary Services at Morehead
State University. The Southern region encompasses the 12 states of Alabama, Arkansas, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee
and Texas.

Louise Chamberlin, NACAS Western Regional Representative

Louise Chamberlin current serves as Director of Auxiliary Services at New Mexico Tech. The
Western region includes members from the following locations: California, Hawaii, Guam,
Australia, New Zealand, Alaska, Montana, western Canada, Idaho, Oregon, Washington, Utah,
Nevada, Wyoming, Arizona, New Mexico, Colorado, and El Paso, Texas.


Financial Overview /Operations of the Association (not inclusive of the Foundation)

Statement of Financial Activities, FY2010-2011

REVENUES
                                            Audit              Prelim.     Budget
                                           FY2010              FY2011      FY2011       Variance
Dues                                     $ 587,918           $ 598,404    $ 604,000     $ (5,596)
Annual Conference                          814,112             898,835      880,000        18,835
Professional Development                   106,488              98,220       30,000        68,220
Advertisement and Publications              26,805              47,176       30,000        17,176
Management Fees & Misc Revenue             106,180             115,247      118,000       (2,753)
Certification / Foundation Sponsorship      26,418             106,200      126,625      (20,425)
Investment income                            9,313               1,851            -       - 1,851
Unrealized Gain or (Loss) on Investments          -              (227)            -         (227)

Total Revenues                           $ 1,677,234       $ 1,865,706   $ 1,788,625    $ 77,081

EXPENSES
Administration                             $ 272,646         $ 257,530    $ 257,000      $ (530)
Personnel                                    664,400           700,554      700,000        (554)
Board of Directors & Leadership               58,241            87,280       84,000      (3,280)
Annual Conference                            366,253           408,483      423,000       14,517
Professional Development                      84,290            71,821       15,000     (56,821)
Certification                                      -           111,524      126,600       15,076
Publications                                       -             3,101        8,000        4,899
Depreciation                                  85,519            48,434       50,000        1,566
Bad Debts                                      5,850             2,980            -      (2,980)

Total Expenses                           $ 1,537,199       $ 1,691,707   $ 1,663,600   $ (28,107)

Change in Net Assets                       $140,035          $ 174,000    $ 125,025     $ 48,975

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SJG-The Spelman & Johnson Group                                                         Page 7
Net Assets at Beginning of Year          $ 195,544       $ 335,579      $ 335,579              $-

Net Assets at End of Year                $ 335,579       $ 509,579      $ 460,604     $ 48,975


NACAS has three reserve funds for working capital for current operations, a replacement fund for
fixed assets, and a future operations/special projects fund that is not yet funded.

The NACAS Education Foundation had net assets of more than $234,860 in 2011, of which
$156,925 are in long-term investments.

NACAS runs iIMIS software event registration module.


Programs and Services of the Association

Publications

    •   NACAS quarterly magazine College Services: Advertising sales in 2011 were $222,000. The
        magazine is outsourced to Naylor, LLC which has a strong relationship with the
        Communications Committee. Naylor provides marketing, public relations, and a staff that
        does advertising sales for the magazine;
    •   NACAS Online Quarterly Newsletter;
    •   NACAS Online Buyers’ Guide: Advertising sales in 2011 were approximately $45,000;
    •   Online Bookstore.

Career Services/Networks

    •   NACAS Online Career Center;
    •   NACAS Online Professional Community: Hosts libraries, listservs, member profiles, interest
        groups.

Professional Development

Professional development programs are offered throughout the academic year in a variety of
formats: web conferences, pre-conference workshops, institutes, and multi-day seminars. Content is
based on the core competencies for auxiliary services professionals:

    •   Leadership
    •   Management
    •   Technology
    •   Legal Issues
    •   Student Development
    •   Communication
    •   Marketing
    •   Finance and Budgeting

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SJG-The Spelman & Johnson Group                                                       Page 8
    •   Human Resources
    •   Emerging Issues

Institutes/Seminars

    •   Institute for Managers
    •   Advanced Institute for Managers
    •   Senior Leadership Forum
    •   Leadership Team Meeting for key volunteers
    •   Webcasts
    •   Virtual roundtables (sponsored and free for members)

Certified Auxiliary Services Professional (CASP)

The Certified Auxiliary Services Professional or CASP program was designed by experts in the field
of auxiliary services, certification, and test development. It attests that individuals have met a
standard for auxiliary/ancillary services professionals, including competencies which, in the eyes of
their peers, are necessary to perform the functions normally accomplished by a director of auxiliary
services.

The CASP designation is awarded to professionals that meet eligibility criteria and pass the
standardized examination of knowledge in key auxiliary/ancillary service areas. Certification efforts
began in 2004 and by 2010 a complete feasibility study and work analysis was completed by the
membership. The results of these two studies became the basis for exam content outlines and
eligibility criteria.

The first CASP exam was offered in 2011 and 27 professionals sat for the exam. For 2012 the exam
will be offered twice with the next exam scheduled for May 6, 2012 at the South Regional
Conference in Austin, Texas. The spring exam will be rotated each year among the regions. NACAS
is looking at 270 resource learning centers around the country and Canada to proctor the exam
through a NCTA testing group and is preparing for international ANSI accreditation in 2013.

The Annual Conference

The NACAS Annual Conference attracts between 500 and 600 attendees with an exhibit hall of 175-
200 booths. NACAS partners with HelmsBriscoe to conduct conference site searches, site visits, and
venue contracting. The Program and Host Committees develop the annual conference program
content, theme, logo, and hospitality plan.

Future conference sites:
   • 2012 Hyatt Regency, Atlanta, Georgia
   • 2013 Anaheim Marriott, Anaheim, California
   • 2014 Palais des Congres de Montreal, Montreal, Quebec, Canada
   • 2015 Grand Hyatt and Convention Center, San Antonio, Texas
   • 2016 JW Marriott and Convention Center, Indianapolis, Indiana
   • 2017 The Broadmoor, Colorado Springs, Colorado

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SJG-The Spelman & Johnson Group                                                           Page 9
    •   2018     Rosen Shingle Creek, Orlando, Florida

Administrative oversight to the NACAS Foundation

    •   Management of donor records and prospective donor information;
    •   Gift tracking and reporting;
    •   Communication with donors and other Foundation supporters;
    •   Preparation of Foundation publications and marketing materials;
    •   Compliance with all funding sources;
    •   Reporting as required by all government agencies.


Community College Business Officers

The Community College Business Officers (CCBO) association contracts with NACAS to provide
association management services and as such the CEO of NACAS also serves under contract as the
Executive Director of the Community College Business Officers association. The Executive
Director responsibilities include participation in all Executive Committee and Board meetings and
overseeing the operations of the CCBO Association. Heather Brown, the NACAS director of
business partner services, serves as CCBO’s Managing Director and holds the de facto authority to
make day-to-day decisions. CCBO has 229 institutional members and 31 business partners. The
Association is composed of eight regions and the 2011 annual conference in St. Louis drew just over
100 attendees with 16 exhibitors.

CCBO Mission

CCBO provides educational and professional support, networking opportunities, and other
resources to help current and future business officers and other professionals better prepare for
successful roles in the business, administrative, and service enterprises of community colleges in the
United States and Canada.

CCBO Core Values

    •   Networking and Community – CCBO is committed to representing the business operations
        of community colleges that support educating students and to working collaboratively with
        its internal and external constituents.
    •   Quality and Excellence - CCBO recognizes that excellence in the profession leads to
        superior community college business operations and services. Additionally, CCBO
        recognizes outstanding professionals and exemplary practices.
    •   Volunteerism and Leadership - CCBO values the volunteer contributions of its members
        and partners and commits to the development of leadership skills among current and future
        business officers and other professionals.
    •   Fiscal Responsibility and Integrity – CCBO recognizes that fiscal responsibility requires
        ethical personal and professional conduct and appropriate use of resources and promotes
        these values.


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SJG-The Spelman & Johnson Group                                                          Page 10
    •   Sustainability – CCBO commits to diversity, social and environmental responsibility, cultural
        competence, and global awareness.

CCBO programs include an annual conference. The 2012 conference is being held in Lake Buena
Vista, Florida. The CCBO Leadership Academy is held annually prior to the annual conference.


Responsibilities of the NACAS Chief Executive Officer

Reporting to the NACAS Board of Directors, the NACAS CEO will oversee the operations of the
Association’s national office that consists of a staff of eight and a budget $1.7 million.

Support to the Executive Board and Volunteer Leadership
Advises, assists, and supports the NACAS President in the performance of his or her duties
including planning meeting agendas and developing background materials for meetings of the
Executive Committee, Board of Directors, and all pertinent committees. In conjunction with the
Board of Directors:
        • Acts as Secretary to the Board;
        • Works collaboratively with the Board to provide creative and visionary leadership which
            reflects the needs of the organization and its members;
        • Develops a shared vision for the future of NACAS;
        • Creates and devises short and long range goals and objectives, policies, and operating
            plans for the Association and national office;
        • Builds understanding around the current mission and implements initiatives adopted by
            the Board;
        • Carries out activities requested by the Board that are essential to the effective
            management and overall direction of the Association;
        • Serves as a non-voting member of the Board of Directors;
        • Prepares regular reports on staff activities and the status of NACAS programs and
            services for the Board and other key volunteers;
        • Provides consultation and support to committees and regional association leaders
            assisting them in their efforts to implement and carry out their goals and activities;
        • Works with the Board leadership in developing training and orientation programs and
            materials for all volunteer leaders.

    Directs the Administration of the National Office
       • Oversees the recruitment, selection, training, evaluation, and supervision of staff
            including establishing organizational, departmental, and personnel reporting structures;
       • Manages the business and resources of NACAS and the NACAS Education Foundation
            in conformity with sound financial and management principles consistent with the Board
            standards and parameters including the effective use of current resources and the
            identification of new sources of revenue;
       • Responsible, in collaboration with the Association and Foundation treasurers, for
            developing the annual budget and managing investments;
       • Responsible for overseeing operating expenses, and the financial reporting to
            appropriate government agencies on behalf of both the Association and Foundation;

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SJG-The Spelman & Johnson Group                                                        Page 11
        •    Negotiates and executes all contracts and secures outside resources to provide counsel
             on matters of Association business.

    Provides administrative oversight to the processes and operations for:
       • Membership—including recruitment, records, services, and dues;
       • Conferences and Programs—including site selection, planning, design, content, logistics,
           and execution;
       • Publications—including the membership directory, College Services, On Line Buyers’
           Guide, hosting libraries, listservs, member profiles, interest groups;
       • Constitution and By-Laws—including researching and recommending changes to
           policies and procedures and overseeing elections;
       • Association Services—including benchmarking, placement services, and other special
           services sponsored by the Association;
       • Communication and Technology—including marketing and promotion of services,
           programs, and membership benefits, and the use of technology to continually increase
           the efficiency of Association operations.
       • Provides professional leadership to the Association through knowledge of issues and
           matters of importance to auxiliary/college business services professionals including
           topics related to higher education, society at large, governmental policies, and the
           provision of key services to institutions.

    Support to the NACAS Education Foundation Board
    The CEO advises, assists, and supports the Foundation Board in its work to publicize the
    purposes and benefits of the NACAS Foundation.

    In conjunction with the Foundation Board the CEO:
        • Serves as administrative liaison between the members of the Board and Foundation;
        • Works with the Foundation Board to develop plans and set fundraising goals which
           support the Association’s initiatives;
        • Assists the Foundation Board members with stewardship activities, grant acquisitions,
           and grant management activities;
        • Works with members, donors, and corporate entities in raising funds to support the
           Foundation’s initiatives;
        • Assists Foundation Board members in soliciting gifts to the Foundation;
        • Serves as a non-voting member of the Foundation Board;
        • Prepare regular reports on the activities and status of NACAS Foundation for the
           Foundation Board and key volunteers;
        • Works with the Foundation Board leadership in developing training and orientation
           programs and materials for all Foundation volunteers.

Strategic Responsibilities
        • Works with the Executive Board to insure that NACAS is involved and plays a role in
            the ongoing discussion of important issues in higher education;




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SJG-The Spelman & Johnson Group                                                         Page 12
         •   Plans, organizes and directs membership recruitment and retention programs, evaluates
             results, and recommends policies, procedures, and actions to achieve membership goals.
             Anticipates member needs and initiates programs and services to meet those needs;
         •   Ensures that the organization continues to value a multiplicity of perspectives offered by
             a membership with a wide range of interests, concerns, levels of expertise, backgrounds,
             and experience;
         •   Assists in the recruitment of the volunteer leadership, ensures that the Association is
             developing member expertise and leadership, and motivates and encourages volunteer
             participation;
         •   Represents NACAS at allied professional activities, assume leadership for increasing the
             awareness of NACAS throughout the profession, and builds relationships with the
             leadership of other related higher education associations;
         •   Works with higher education institutions, agencies, and associations in response to
             political and social agendas that affect higher education and auxiliary services.


Overview of the NACAS National Office


Key Staff Positions

Deputy Executive Director
Reporting to the CEO, the Deputy Executive Director serves as the Chief Financial Officer (CFO)
of the Association providing both operational and programmatic support. The Deputy Executive
Director supervises the finance unit and is the chief financial spokesperson for the organization. The
Deputy Executive Director directly assists on all strategic and tactical matters as they relate to
budget management, cost benefit analysis, forecasting needs, and the securing of new funding.

This position is held by Jeff Perdue.

Associate Executive Director
Reporting to the CEO, the Associate Executive Director is responsible for the annual conference
logistics which includes authorization and management of room blocks, arrangement of travel
logistics, coordination of food and beverage selection, marketing, the exhibit hall, and registration.
The Associate Executive Director also manages the leadership and training events for the
approximately 120 association volunteers and Board members, including hotel, off-site venues,
transportation, etc. This position also serves as staff liaison to the Committee Chair Council,
Regional Boards of Directors, Awards Committee, Nominating Committee, and the Conference
Program and Host committees which includes maintaining communication, training, and conference
call management. This position oversees event management, membership, professional
development, marketing, and technology for the Association.

This position is held by Abby Tammen.

Director of Business Partner Services
The Director of Business Partner Services is responsible for providing support and maintaining
services for the NACAS business partners. Responsibilities include communication with business

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SJG-The Spelman & Johnson Group                                                          Page 13
partners, managing all facets of membership, exhibit and sponsorship at the annual conference, and
cultivating business partnerships. The Director also serves as staff liaison to the Business Partner
Committee, the Communication Services Advisory Committee, and serves as CCBO Managing
Director.

This position is held by Heather Brown.

Director of Education and Certification
Reporting to the Associate Executive Director, the Director of Education and Certification serves as
staff liaison to the Professional Development Committee, the Inclusive Excellence Committee, and
the Certification Commission.

The Director oversees the certification process including interfacing with Certification Test
Development firm, organizing the Subject Matter Expert meetings, and helping to create policies,
procedures, and collateral with respect to the CASP certification. The Director supervises the
Certification Registrar position.

Additionally, this position manages and executes all professional development offerings including:

        •    Call-in Virtual Roundtables
        •    Online Webinars
        •    Online Short Courses
        •    Institute for Managers
        •    Advanced Institute for Managers
        •    Senior Leadership Forum
        •    Preconference workshops for the annual conference
        •    Oversight of educational sessions at the national conference

This position is currently vacant.

Director of Marketing & Technology
This position directs and executes the Association’s strategic marketing plan, develops and coaches
the staff in using technology to include database management and reporting, web, and social media.
The Director also maintains primary management responsibility for the support functions directing
the initiatives to the membership and communities and oversees member services, retention, and
recruitment.

This position serves as the staff liaison to the Membership Committee, Membership and Marketing
Mega Committee, and the Social Media Task Force.

This position is held by Caleb Welty.




Position Specification
SJG-The Spelman & Johnson Group                                                        Page 14
Characteristics of the Successful Candidate

The candidate selected for this position will possess broad leadership experience in a complex
setting including senior level work in higher education or higher education/non-profit/association
related fields. The successful CEO will possess strong non-profit financial and budget experience,
staff development and supervision, exceptional communication skills, the ability to synthesize issues
and ideas and present them to constituent groups, and a demonstrated ability to translate
membership priorities into programs and services. Experience identifying, cultivating and retaining
volunteer leaders as well as board and leadership development is desired. The successful candidate
will possess a bachelor’s degree, an advanced degree is preferred, with a general understanding of
auxiliary services or association management and a minimum of five years of senior level supervisory
experience. Designation as a Certified Association Executive and experience in fundraising and
development may also be considered in the selection of the new Chief Executive Officer.

Additionally, the following characteristics and attributes of an ideal candidate were consistently
identified by various NACAS stakeholders:

    •   Possess a strong portfolio of financial planning skills including budget and debt
        management, forecasting, and cost control ability;
    •   Understand the role of advancement and its relationship to the operational and aspirational
        aspects of managing a complex non-profit;
    •   Possess an entrepreneurial spirit and ability to envision potential, balanced by the
        administrative management skill set and drive necessary to see ideas transformed into action
        and measurable results;
    •   Demonstrate the self-confidence, maturity, and sound judgment befitting a chief executive
        officer; I prefer we remove this.
    •   Demonstrate polished and persuasive public speaking skills;
    •   As a consummate good will ambassador, engage the internal and external Association
        community with warmth, sincerity, and sound consensus building skills;
    •   Project an outgoing personality and the charisma of a leader;
    •   Value open communication and transparency;
    •   Embrace the opportunities available to member-based organizations through social media;
    •   Be well-versed in the current issues affecting auxiliary services in higher education;
    •   Enjoy the atmosphere of a small, close-knit auxiliary services community recognizing that
        everyone must be hands-on and flexible, adapting to changing needs and demands:
    •   Exhibit the communication, listening, and interpersonal abilities that engender respect by
        others and invite participation, collaboration, and shared commitment;
    •   Work effectively with volunteers, business partners, and other stakeholders of varied
        backgrounds and positions of responsibility;
    •   Be politically savvy and respectful of the Association’s culture and varied stakeholder
        perspectives;
    •   Possess experience with the collection and analysis of appropriate data to assist with decision
        making;
    •   Embrace the NACAS mission and understand the role of volunteer leadership in the
        governance of a higher education association;


Position Specification
SJG-The Spelman & Johnson Group                                                           Page 15
    •   Be familiar with, and supportive of, the certification project and its relation to the mission,
        reputation, marketing, and sustainability of the Association;
    •   Possess an ability to manage internally while simultaneously maintaining a strong external
        focus;
    •   Appreciate the critical role that the membership function plays in a membership driven
        organization;
    •   Demonstrate a capacity to lead, mentor, develop, and inspire a creative, goal-oriented, and
        resourceful team of professionals working with shared vision and purpose;
    •   Possess a high proficiency and keen interest in using current computer technologies for
        communication, information management, and analysis;
    •   Think and act strategically, with purpose and compassion.


Likely Priorities and Challenges of the Position

There is a good deal of positive momentum at NACAS, especially with the first sitting for the CASP
certification having been completed, the successful work of the Education Foundation, and strong
financial results in 2010 and 2011. The fact remains, however, that the Association continues to be
very dependent upon membership-based revenues. The next CEO will be charged to maintain a
balanced budget while increasing membership and developing alternate sources of revenue. The
Association’s priorities must continue to be clearly articulated—membership, non-dues revenue, and
infrastructure; communication between the CEO, the Board, and the membership must remain
open and transparent; and Association spending must be closely controlled and monitored. Meeting
membership targets and achieving optimal retention rates of existing members and business partners
are critically important, as is establishing a comprehensive, successful non-dues revenue program for
the Association. The NACAS infrastructure—technology, communications, staffing, and programs
need consistent attention and development.

Additional priorities and challenges include:
   • Establish a strong, positive working relationship with the Board and volunteer leadership
       encouraging their engagement and contributions of expertise in the ongoing strengthening
       and development of the Association;
   • Ensure sound financial management practices are in place and that all parties are being
       careful stewards of the Association’s resources;
   • Collaborate with appropriate partners, internally and externally, as the auxiliary services
       profession and higher education associations continue to define their positions in the
       marketplace;
   • Engage a process of ongoing assessment and creative strategic planning that supports the
       forward momentum of the Association—particularly with respect to the CASP certification
       program;
   • Continue to establish sufficient contingency funds to address the needs of an expanding
       Association particularly with regard to technology.



Application and Nomination


Position Specification
SJG-The Spelman & Johnson Group                                                            Page 16
A resume with an accompanying cover letter may be submitted via the SJG website at
www.spelmanandjohnson.com under the link Open Positions. Nominations for this position may
be emailed to mah@sjgsearch.com or eth@sjgsearch.com. If you are unable to submit materials
electronically, please call SJG at 413-529-2895.

                                  SJG – The Spelman & Johnson Group
                                             NACAS—CEO
                                        Mark Hall, Search Associate
                                         Ellen Heffernan, Partner

                                  Visit the NACAS website at nacas.org



SJG has prepared this document based on personal interviews and information copied, compiled or
    quoted in part from source documents obtained from our client institution, and as such, the
 contents of this document are believed to be reliable. While every effort has been made to ensure
 the accuracy of this information, the original source documents and factual situations govern, and
        the material presented here should be relied upon for informational purposes only.




Position Specification
SJG-The Spelman & Johnson Group                                                       Page 17
   NACAS

CONSTITUTION

and BY-LAWS




        Amended- November 2008




                             1
                          National Association of College Auxiliary Services

                              CONSTITUTION AND BY-LAWS

CONSTITUTION
ARTICLE 1
NAME

The name of this Association shall be the National Association of College Auxiliary Services and shall
herein be referred to as the National Association or NACAS.

ARTICLE II
PURPOSES

The purpose of the National Association shall be:

Section 1: to promote high standards of business practices and ethical conduct among its members.
Section 2: to unite into one organization those persons whose major responsibility is providing auxiliary
          services to the students, faculty, staff and guests of their respective colleges and universities.
Section 3: to provide for the collection, dissemination, and interchange of information among the
          members of the Association.
Section 4: to foster a cooperative spirit with other college and university professional organizations.
Section 5: to provide opportunities for training, career development, skill development and other forms
          of professional growth, and to promote auxiliary services as a valid component of the total
          educational process.
Section 6: to foster cooperation, support, and growth of the regional, state and local associations of
          college auxiliary services.
Section 7: to maintain a high percentage of the institutions of higher education as members.
Section 8: to promote auxiliaries as an asset to higher education.
Section 9: to foster international goodwill through cooperation and liaison with kindred associations
          throughout the world.
Section 10: to represent the interests of college and university auxiliary services to local, state and federal
          legislative bodies and agencies.

ARTICLE III
MEMBERS

Section 1: Regular Membership

a. Regular membership is by institution only. The institution must be either a degree granting
accredited college, junior college, or university.
b. Member institutions are represented by a designated full-time employee. The designated employee
may be from an affiliated corporation.
c. Regular members have voting rights, with each institution having one vote.




                                                                                                              2
Section 2: Individual Members (amended 10/97)

Persons having an interest in the purposes and activities of the Association may become Individual
members and may include active professionals, students or retired professionals. Individual members
shall not be eligible to vote during official meetings of the Association.

Section 3: Honorary Members

Honorary members (individuals) may be elected to the membership of the Association upon
recommendation of the Board of Directors. Honorary members do not have voting rights.

Section 4: Membership Year

The Board of Directors shall have authority to determine the membership year and the fiscal year of the
Association.

Section 5: Business Partner Members (amended 10/97)

Businesses, individuals and organizations having an interest in the purposes and activities of the
Association may become Business Partner Members. Business Partner Members shall not be eligible to
vote or hold office in the Association.

ARTICLE IV
ORGANIZATION (amended 11/2008)

Section 1: NACAS shall be governed by a Board of Directors elected by the membership.
Section 2: The United States is to be divided into four geographical regions titled Western, Central,
          Southern, and Eastern.
Section 3: Membership from international institutions is encouraged. The Board of Directors shall assign
          international members to one of the regions.
Section 4: The Board of Directors will appoint a CEO (Chief Executive Officer) to administer the affairs
          of the Association. The CEO will organize an administrative office with staffing and
          compensation approved by the Board of Directors.

ARTICLE V
AMENDMENTS

Section 1: This Constitution and any Article or Section thereof can only be amended by the affirmative
          vote of at least three-quarters (75 percent) of the members present and voting at the business
          session of an Annual Conference.
Section 2: Proposed amendments may be submitted by the written petition of any member and must be
          submitted to the President of the National Association.
Section 3: A majority vote of the Board of Directors at the next scheduled Board Meeting will be
          required to place the proposed amendment before the members at the next Annual Conference.
Section 4: The President shall cause the distribution of all proposed amendments approved by the Board
          of Directors to all members of the National Association at least 30 days prior to the Annual
          Conference at which the amendments are to be considered.
Section 5: Amendments approved by three-quarters (75 percent) of the members present and voting at
           the Annual Conference shall take effect on the first day of the following fiscal year.




                                                                                                           3
BY-LAWS
I.    GOVERNANCE

The National Association shall be governed by the Board of Directors which will be responsible for the
maintenance of the Constitution and By-Laws.

II.   ORGANIZATION

A. Board of Directors (amended 10/97, 11/2008)
The members of the Board of Directors shall consist of the following officers and directors:
    President
    President-Elect
    Vice President
    Treasurer
    Immediate Past President
    Four Regional Directors
    Two At-Large Members
    CEO (Ex-Officio)

B. Regions (amended 10/97,11/2008)

The regions are composed of the following geographical areas:
NACAS CENTRAL         NACAS EAST          NACAS SOUTH               NACAS WEST
North Dakota          New York            Texas                     Washington
South Dakota          New Jersey          Oklahoma                  Oregon
Nebraska              Pennsylvania        Arkansas                  California
Kansas                Delaware            Louisiana                 Idaho
Minnesota             Maine               Kentucky                  Nevada
Iowa                  Vermont             Tennessee                 Arizona
Missouri              New Hampshire Mississippi                     Montana
Wisconsin             Massachusetts       Alabama                   Wyoming
Illinois              Connecticut         North Carolina            Colorado
Michigan              Rhode Island        South Carolina            Utah
Indiana               West Virginia       Georgia                   New Mexico
Ohio                  Virginia            Florida                   Alaska
                      Maryland                                      Hawaii
                      District of Columbia                          Alberta
                      Ontario                                       British Columbia
                      Quebec                                        Guam
                      Atlantic Provinces                            El Paso, TX
                      Puerto Rico                                   Saskatchewan
                                                                    Manitoba
                                                                    New Zealand
                                                                    Australia

A change in the regional membership designation of an individual member institution can be approved by
the Board of Directors if the individual member institution has sought and received approval of the Board
of Directors of both regions that will be affected. Such approval by the National Board of Directors will
put the change in regional designation in effect with the first day of the following fiscal year.


                                                                                                         4
C. Tenure and Qualifications

None of the members of the Board of Directors, with the exception of the Treasurer, shall be eligible to
succeed himself or herself, except in cases where the Board Member was appointed to fill an unexpired
term and less than half of the term was served. The members of the Board shall serve until the
installation of the new officers at the Annual Conference.

D. Term of Board Members (amended 11/2001)

     1.   The term of office of the President, President-Elect, Vice President and Immediate Past
          President, shall be for one year and shall commence upon their election and installation at the
          Annual Conference.
          a. The position of Vice President of the Association shall be elected by the general
               membership each year at the Annual Business Meeting and shall be from the Region of
               the Association identified through the Regional Rotation Schedule.
          b. Regional Rotation Schedule: Each year the Vice President of the Association shall be
               elected from a Region of the Association based on the Rotation Schedule: Eastern,
               Central, Western, Southern and insuring equal representation by all Regions of the
               Association every four years.
     2.   The term of the Treasurer and At-Large Members shall be for two years and shall
           commence upon installation at the Annual Conference and are not in Rotation schedule.
     3.   The term of office of the Regional Directors shall be for three years and shall
          commence upon installation at the Annual Conference.

E.   Eligibility

     1.   Full-time employees of any member institution of the National Association are eligible to hold
          any elected office of the National Association as defined in this article.
     2.   The Board of Directors shall be individuals directly engaged in the administration of auxiliary
          services at a member institution of the National Association.
     3.   It shall be the intent of all nominating committees to seek adequate representation from all
          types of institutions qualified for membership in the National Association.

F.   Office Holder Combinations

No two offices of the association may be held by the same person.

G. Removal From Office (amended 11/2008)

     1.   In order to remove a Board Member from office, for cause, a written request signed by three
          Board Members must be presented in writing to the CEO.
     2.   The CEO must provide a copy of the request for removal to all Board Members including the
          member subject to removal within 10 days of the receipt of the request and must cause the
          item to be placed on the agenda of the next scheduled board meeting.
     3.   On receipt of the request for removal, six or more Board Members may request, in writing to
          the President, that a special board meeting be held to address the issue. If such a request is
          made the President must call a special meeting within 40 days to consider the removal.
     4.   The Board Member in question will be allowed due process at the meeting.
     5.   Removal can only be accomplished through a vote of two-thirds of the Board Members present.



                                                                                                            5
H. Regular Meetings

A regular annual meeting of the Board of Directors shall be held at a time and place to be fixed by the
President and/or the Board of Directors, provided that such meeting shall be held during the months of
October or November of each calendar year.

I.   Special Meetings

Special meetings of the Board of Directors may be called by or at the request of six or more of the
directors.

J.   Notice

Notice of any meeting of the Board of Directors shall be given not less than ten or more than 90 days
prior thereto by written notice delivered personally or sent by mail or telegram to each director at his/her
address as shown by the records of the association. The business to be transacted at any regular or special
meeting of the Board shall be specified in the notice of such meeting.

K. Compensation

Directors shall receive no compensation for their services.

L.   Vacancies

Any position of the Board of Directors shall be declared vacant whenever any of the following occur:
    1. The incumbent is no longer eligible by virtue of employment.
    2. The member institution is no longer eligible by virtue of accreditation or failure to pay dues.
    3. The Board Member has been removed from office by board action.

M. Appointments to Fill Board Vacancies (amended 10/97)
   1. In the event of the vacancy of the office of President, the President-Elect shall assume the
      office of the President.
   2. In the event the position of President-Elect becomes vacant, the President shall appoint an
      acting President-Elect until an election can be held, subject to the approval of the Board of
      Directors.
   3. In the event the position of Vice President or Treasurer becomes vacant, the President shall
      appoint an Acting Vice President or Treasurer, subject to the approval of the Board of
      Directors.
   4. In the event of a vacancy of a Regional Director, after consultation with the Regional President,
      the President shall appoint an Acting Director from the appropriate region, subject to the
      approval of the Board of Directors.
   5. In the event the position of Immediate Past President becomes vacant the most recent Past
      President, still eligible to serve, shall assume the office of Immediate Past President.




                                                                                                           6
N. Committees (amended 11/2001, 11/2008)
   1. The President may appoint Special (or Technical) Committees at any time in any number for
      any purpose consistent with realizing or seeking to realize the purpose or any purpose of the
      National Association. These committees shall be constituted to a term of relatively short
      duration to accomplish a single element of research, reporting, or development and are not
      continuous or Standing Committees.

     2.   The Standing Committees shall be:
          Business Partners
          Social Responsibility
          Membership
          Professional Development

     3.   The Committees of the Board shall be:
          Constitution and By-Laws Committee
          Finance Committee
          Nominating Committee
          Strategic Planning Committee
          Executive Committee

     4.   Advisory Committees shall be:
          Awards
          Communication Services


O. Qualifications

     1.   All representatives, committee members, and Board Members must be full-time employees of a
          member institution in good standing.
     2.   Any number of members from the same institution may be appointed to any committee
          membership.

III. DUTIES OF BOARD MEMBERS

A. President

It shall be the duty of the President to preside at all meetings and enforce all rules and regulations
relating to the administration of the National Association. The President shall appoint all Chairs to the
Standing Committees and to the Special Committees and also those members as required and specified in
the Constitution and By-Laws, subject to the approval of the Board of Directors. The President shall set
the date and place of necessary Board of Directors meetings which are limited to not more than five per
fiscal year, one of which shall be held at the site of the National Association Annual Conference.

B.   President-Elect

The President-Elect shall serve on the Board of Directors and shall assume such duties as may be
assigned by the President. The President-Elect shall prepare to assume the office of the President upon
election to that office, and shall select Chairs of Standing Committees for his/her term of office as
President prior to the Annual Conference when the office is assumed, subject to the approval of the



                                                                                                          7
Board of Directors. Upon the death, resignation, removal from office, or inability to act, of the President,
the President-Elect shall assume the office of the President.

C.   Vice President (amended 10/97)

The Vice President shall be deemed to be the President-Elect for the following year. The Vice President
shall serve as a member of the Annual Conference Program Committee and assume such duties as the
President or Board of Directors may assign.

D. At-Large Board Members (2) (amended 10/97)

At-Large Board members shall serve on the NACAS Board of Directors as general representatives of the
association membership. At-Large Members will be elected by the general membership. At-Large
positions on the Board of Directors may focus on specific identified priorities or critical issues of the
Association as determined by the Board of Directors.

E.   Treasurer (amended 11/2008)

The Treasurer shall, when necessary, attest to the official acts of any officer and the Board of Directors
of the Association and to such other acts as may be directed by resolution of the Board of Directors. The
Treasurer shall be responsible for reviewing the fiscal policies of the Association, and shall submit, with
the assistance of the CEO , a report, verified by the Audit Committee, showing in appropriate detail the
receipts and expenditures of the Association together with such additional information as may be
required by the Board of Directors from time to time for the purpose of demonstrating the fiscal
condition of the Association and to be used for such legislative and other purposes as may be necessary.
The Treasurer shall, with the assistance of the Finance Committee and CEO, prepare and submit a
proposed budget for the ensuing fiscal year to be reviewed, amended and acted upon by the Board of
Directors for presentation to the membership at the Annual Conference of the Association. The Treasurer
shall perform such other duties as may be assigned by the President or Board of Directors.

F.   Regional Directors

Each region will be represented on the Board of Directors by one (1) Regional Director elected by the
region at its Annual Conference.

G. Immediate Past President (amended 10/97)

The Immediate Past President shall serve on the Board of Directors, shall chair the Nominating
Committee and shall assume duties as directed by the President or Board of Directors.

H. CEO (Ex-Officio – amended 11/2008)

The CEO shall act as Secretary of the Board and perform other duties as directed by the President and the
Board.




                                                                                                           8
IV. COMMITTEE FUNCTIONS

A. Special Committees

Special Committees may be appointed to investigate, evaluate evidence, and report to the Board of
Directors on any matter consistent with the constitutional purposes of the National Association. The
conduct of any special committee shall be subject to the constitutional limitations and the By-Laws of the
National Association.

B.   Standing Committees (Amended 11/2001)

The make up and specific duties of the Standing Committees shall be governed by the Board of Directors
by stated policy or amendments to the existing Policy Manual.


V.   VOTING RIGHTS

A. The right to vote is strictly reserved to member institutions.

B.   There shall be no more than one vote cast per member institution on any ballot. In the event of a tie
     vote during a business meeting, the President (or any other officer presiding in the President’s
     place) shall be required to cast a single vote so as to break the tie.

C.   Any member institution may be represented by any number of individuals who are themselves full-
     time employees of the member institution or of its wholly owned subsidiary.

D. No institution may split its vote among its representatives, but shall be required to cast a whole vote
   or to abstain.

VI. ANNUAL CONFERENCE

A. There shall be an Annual Conference of the National Association which shall be announced in
   writing to all members at least 90 days in advance.

B.   During each Annual Conference there shall be a business meeting, open to all voting members, for
     the following purposes:
     1. Conducting the business of the National Association
     2. Electing Officers
     3. Voting on amendments to the Constitution
     4. Voting on By-Laws of the National Association
     5. Reviewing and considering the Treasurer’s Report
     6. Reviewing and considering the Auditor’s Report
     7. Reviewing and approving a budget for the National Association for the next Fiscal Year

VII. CONTROL OF FUNDS (amended 11/2008)

A. The CEO shall open and maintain necessary bank accounts in the name of the            National
Association.

B.   The principal address shall be the office of the National Association.



                                                                                                             9
C. The CEO shall be responsible for all receipts and disbursements of all National Association
funds and shall render an annual accounting of funds to the Treasurer for presentation to the
membership at the Annual Conference.

D. The Treasurer, under the supervision and with the approval of the Board of Directors, shall prepare
   a proposed annual budget for the ensuing fiscal year for submission to the membership at the annual
   business session of the Annual Conference.

E.   National Association funds shall be used to defray the direct and normal expenses of the National
     Association, including clerical expenses, postage, stationery, office supplies and the collection and
     transcription of minutes of the Annual Conference. Other uses of National Association funds shall
     be made only to clearly implement the general objectives and purposes of the National Association
     and only with prior approval of the Board of Directors for the National Association. All such
     expenditures shall be clearly and individually recorded in the Annual Report and in such other
     reports as may be required by the Board of Directors. All employees and/or members handling
     Association funds shall be bonded.

F.   After the close of the books each fiscal year, all moneys and remaining current funds will be lapsed
     and the residual moneys and funds will be transferred into the General Reserve Fund. The moneys
     of the General Reserve Fund may be invested in interest bearing accounts or instruments, or may be
     re-allocated through the regular budgeting procedure so as to contribute to the funding of the current
     or subsequent budgets.

G. No part of the net earnings of the National Association shall be distributed to the Board Members,
   or paid staff members, nor shall the Board Members be paid salaries, nor shall the operation of the
   National Office be for individual gratification or support of any Board member personally, or the
   personal expenses of the paid members of the staff.

H. The Board of Directors may engage a full-time CEO at an annual salary, to be included in the
budget.

I. Members of the Board of Directors, the CEO, and committee members may be reimbursed for
reasonable expenses incurred in the performance of official duties on behalf of the National Association.

J.   The Board of Directors shall have the authority to set the amount of dues for membership and the
     authority to collect dues.

VIII. INDEMNIFICATION OF DIRECTORS AND OFFICERS

A. Right of Indemnity

To the fullest extent permitted by law, this Corporation shall indemnify its Directors and Officers made
or threatened to be made, a party to an action or proceeding against all judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys fees actually and necessarily incurred as a result
of such action or proceeding.

B.   Advancement of Expenses

To the fullest extent permitted by law, expenses incurred by a Director or Officer in defending an action
or proceeding shall be paid by this Corporation in advance of the final disposition of such action or


                                                                                                         10
proceeding upon receipt of an undertaking by or on behalf of such Director or Officer to repay such
amount.

C.   Insurance

This Corporation shall have the power to purchase and maintain insurance to indemnify the Corporation
for any obligation it incurs as a result of the indemnification of Directors and Officers, subject to the
applicable provisions of the law.

IX. PROXY VOTING (amended 11/2008)

Proxy voting by directors is not permitted.

X. OTHER PROVISIONS

A. Quorum

Ten percent of the membership will constitute a quorum at the Annual Conference. A majority of the
Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

B.   Parliamentary Authority

The current edition of Roberts Rules of Order shall be the parliamentary authority for any meeting held
pursuant to these By-Laws. The Immediate Past President will act as Parliamentarian.

C.   Assessments

There will be no special assessments made upon the membership.

D. Conflict of Interests

     1.   It is the intent of the association that each Board Member avoid a conflict of interest in the
          execution of Board duties.
     2.   Should a Board Member believe that such a conflict exists on a particular issue before the
          Board, the Board Member should make that conflict known to the other members and should
          refrain from participation in the discussion or voting on the issue.
     3.   In the event there is a question of conflict, the President shall request an opinion from legal
          counsel.
     4.   If, in the opinion of legal counsel, a conflict exists, the Board Member with the conflict will be
          required to either eliminate the conflict or refrain from participation in Board action related to
          the conflict.

E.   Amendments

The By-Laws may be changed at the recommendation of the Board of Directors and approval of a simple
majority of the members present and voting at the Annual Conference. Changes do not require prior
notice to the membership.




                                                                                                          11

				
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