Association of
Specialized and Professional Accreditors
BYLAWS
ARTICLE I. NAME, SEAL, AND OFFICES
Section 1. Name
The name of this
organization is the Association of Specialized and Professional Accreditors,
hereinafter referred to as the “Association.”
Section 2. Seal
The Association may
adopt a seal as appropriate for the organization. The Board of the Association (hereinafter
referred to as the “Board”) may change the form of the seal or the inscription
thereon at its discretion.
Section 3. Offices
The Association is
incorporated in the District of Columbia. In accordance with the laws for nonprofit
corporations of the appropriate jurisdiction, the Association may have an
office in locations as determined by the Board.
ARTICLE II. PURPOSES
The Association is
an autonomous nonprofit corporation organized under the District of Columbia
Nonprofit Corporation Act exclusively for educational, scientific, research,
mutual improvement, and professional purposes and shall have the necessary and
incidental powers to carry out its corporate purposes.
Section 1. Purposes
ASPA is organized exclusively for charitable,
scientific, and educational purposes, within the meaning of Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended (or the corresponding
provision of any future United States internal revenue law) and to carry on activities in furtherance of such
purposes. More specifically, ASPA is organized
exclusively to:
1. Promote quality
and integrity in non-governmental specialized and professional accreditation of
post-secondary programs and institutions.
2. Provide a forum for discussion and analysis of
relevant issues and a mechanism for coordinating action for individuals and
groups interested in specialized and professional accreditation.
3. Address accreditation issues in educational,
governmental, and public policy contexts and communicate with the public about
accreditation.
4. Facilitate collaboration among programs,
institutions, and accrediting organizations.
5. Provide
continuing education for individuals and organizations with accreditation
responsibility.
Section 2.
Net Earnings
No part of the net earnings of ASPA shall inure to
the benefit of, or be distributable to, any of its officers, commissioners, or
other private persons, except that ASPA shall be authorized and empowered to
pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth herein.
Section 3. IRS Compliance
No substantial part of the activities of ASPA shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, except to the
extent that ASPA makes a proper election under Section 501(h) of the Internal
Revenue Code of 1986, as amended (or the corresponding provision of any future
United States internal revenue law). ASPA shall not participate in or intervene in
(including the publishing or distributing of statements) any political campaign
on behalf of or in opposition to any candidate for public office. Notwithstanding any provision of the Articles
of Incorporation of ASPA or any other provision of these Bylaws, ASPA shall not
carry on any other activities not permitted to be carried on (a) by a
corporation exempt from Federal income tax under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (or the corresponding provision of
any future United States internal revenue law) or (b) by a corporation,
contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Code of 1986, as amended (or the corresponding provision of any future
United States internal revenue law).
Section 4. Powers
Except as provided otherwise by the
Articles of Incorporation or by these Bylaws, ASPA shall have all the powers of
a corporation organized under the District of Columbia General Not For Profit
Corporation Act, and shall have such additional powers as are permitted by any
applicable law.
ARTICLE III. MEMBERSHIP
The Association membership
consists of the specialized and professional accrediting organizations that
meet the membership criteria, including the endorsement of the ASPA Member Code
of Good Practice, and have paid annual dues as assessed by the
Association. The Association may
establish additional categories of membership.
Membership is
voluntary. New members shall be admitted
to the Association upon having met the Association’s criteria, policies, and
procedures for admitting new members.
The Association
shall establish policies and procedures governing membership in the
Association. Membership may be obtained
or terminated only through the published procedures of the Association.
ARTICLE IV. GOVERNANCE
Section 1. The Association
The voting members
of the Association shall :
1. Review, approve, and amend Articles of
Incorporation
2. Review, approve, and amend Bylaws
3.
Review, approve, and amend Core Values and Principles
4.
Review, approve, and amend Association Membership Criteria
5.
Review, approve, and amend policy concerning the
relationships and interactions between and among accrediting organizations,
institutions, and higher education organizations.
6. Review
and approve proposals for major reorganization, reorientation, or dissolution
of the Association
7. Elect
the Board of Directors and officers
8. Elect
the chair and members of the Committee on Nominations
9. Establish
standing committees
Section 2. Board of Directors
A. Membership
The Board shall
consist of nine (9) members. The composition of the Board, with the exception
of the public member, shall have significant experience in accreditation as
site-visitors, commission or board members, or staff members and shall reflect
the various perspectives in the Association's basic community of interest as
follows:
1. Four individuals from agencies that are
voting members of the Association. All individuals must hold senior level
accreditation staff(1) positions within the member agency, and at least two of these
individuals must hold chief staff officer(2) positions for the accreditation
function of the member agency. No more than one individual from a member agency
may serve on the board at the same time.
2. One chief executive or chief academic officer
of an institution holding institutional or programmatic accreditation by at
least one voting member of the Association.
3. One academic member from a program or
institution accredited by at least one voting member of the Association.
4. One practitioner member from among the
professions represented by voting members of the Association.
5. One member of the public whose vocation is
outside the academic and accreditation communities.
6. The Executive Director of the Association, ex
officio and nonvoting.
(2):
A Chief Staff Officer is an individual from a member agency who holds the head
accreditation staff position, regardless of the specific position within a
larger organization structure.
B. Terms of Office
Members of the
Board shall serve three-year terms and may be elected to a second three-year
term. Terms shall be staggered to
maintain appropriate continuity. All terms of office begin on May 1.
Except as
specifically indicated by the Bylaws, no individual may hold more than one
elected office or chair position concurrently.
C. Duties
The Board of
Directors shall:
1.
Monitor the integrity of the Articles of Incorporation,
Bylaws, Criteria for Membership, Code of Good Practice, and other Association
policies and procedures in consultation with the members of the Association.
2.
Ensure that Association activities are conducted in
accordance with the Bylaws.
3.
Determine the timing and procedures for corporate document
revisions in accordance with the Bylaws.
4.
Implement the policy decisions and recommendations of the
Association.
5.
Ensure that long-range strategic and financial planning is
conducted and regularly reported to the Association membership.
6.
Approve the annual budget and review the annual report of
the Association’s financial position, as prepared by an individual or firm
designated by the Board.
7.
Establish the dues and fees structure(s) of the Association.
8.
Control the funds and properties of the Association, holding
and using them on behalf of the Association and its purposes.
9.
Establish and revise testimony, operational guidelines, and
other statements of the Association consistent with Association policy.
10.
Monitor the effectiveness of all groups of the Association
in carrying out their specific missions, goals, and objectives and action plans
under the rules and policies of the Association.
11.
Accept new members to the Association who have met the
Criteria for Membership.
12.
Hire the Executive Director of the Association and prescribe
his or her duties.
13.
Appoint chairs and members of the Membership, Professional
Development, and External Recognition Issues Committee.
Section 3. Officers
A. Definition
The officers shall
include a chair, vice-chair, treasurer, and the executive director (ex
officio) who shall serve as secretary.
Each of the officers shall be serving on the Board representing the
perspective of higher education, accreditation, the professions, or the public.
B. Terms of Office
The chair,
vice-chair, and treasurer will be elected from among members of the Board of
Directors for two-year terms and will be eligible for re-election for one
additional year in the same office.
C. Duties
1. Chair
The Chair shall be
the chief elected officer of the Association.
The Chair shall preside at all general meetings of the Association,
meetings of the Board, and at meetings of the Executive Committee.
The Chair shall
have the power to establish committees other than those standing committees
provided for in the Bylaws. The Chair,
in consultation with the executive director, shall appoint persons to fill
vacancies not otherwise provided for in the Bylaws. The Chair shall be bonded in an amount
approved by the Executive Committee.
The Chair shall
perform all other duties pertaining to this office.
2. Vice-Chair
The Vice-Chair
shall serve as advisor to the Chair and shall substitute for the Chair in his
or her absence or inability to serve.
3. Treasurer
The Treasurer shall
be responsible for the proper stewardship of Association funds. The Treasurer shall be bonded in an amount
approved by the Executive Committee. The
Treasurer shall present a report based on the past fiscal year to the
Association at each annual meeting or at any other time a report may be
requested by the Executive Committee or the Board of Directors. The Treasurer shall ensure the presence of
itemized accounts of all receipts, expenditures, and investments. The Treasurer shall assist the Executive
Director to prepare annual budgets, arrange for an annual external examination
of the Association’s financial position and perform all other duties pertaining
to this office.
4. Secretary
The Executive
Director of the Association shall serve as the Secretary. The Secretary shall be responsible for
keeping an accurate record of Association, Board, and Executive Committee
meetings and of all policy documents of the Association. The Secretary shall perform all other
duties pertaining to this office.
