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Bylaws

Bylaws (PDF)

ARTICLE I. MISSION
NACWAA is a membership organization dedicated to empowering, developing and advancing the success of women throughout the profession.

We achieve our mission through the following strategic objectives:

  • NACWAA offers educational programs, networking and mentoring experiences, resources and professional and personal development opportunities to its members.
  • NACWAA promotes the growth, leadership, success, and advancement of women as athletics administrators, professional staff, coaches and student-athletes.
  • NACWAA provides a forum to facilitate discussion among its members on a myriad of topics pertaining to women in intercollegiate athletics.
  • NACWAA is committed to taking a leadership role by advocating on behalf of the membership on pertinent National issues.


ARTICLE II. MEMBERS

Section 1. Membership Classification
A. Active Members. Each active member shall have a voice and one vote and shall be eligible to serve on the Board of Directors or on committees. Except as otherwise noted herein, all powers and authority of NACWAA shall rest with the active members.
B. Associate Members. Associate members in NACWAA shall have a voice but no vote in NACWAA business. They may not hold office or serve on the Board of Directors or on committees, except as ex officio members.
C. Student/Intern/Retiree Members. Student/Intern/Retiree members shall have a voice but no vote in NACWAA business. They may not hold office or serve on the Board of Directors or on Committees, except as ex officio members.
E. Institutional Members. If an individual meets active membership criteria, that individual shall be an Active member, have a voice and a vote, and shall be eligible to serve on the Board of Directors or on committees. If an individual meets Associate or Student/Intern/Retiree membership criteria, that individual shall have a voice but no vote in NACWAA business, may not hold office or serve on the Board of Directors or on committees, except as ex officio members. 

ARTICLE III. FISCAL AFFAIRS

Section 1. Fiscal Year.The fiscal year of NACWAA shall be from January 1 – December 31.

Section 2. Dues. The annual membership dues of NACWAA shall be established by the Board of Directors.

Section 3. Budget.The annual budget for NACWAA shall be prepared and approved by the Board of Directors. The budget shall be presented annually to the membership.

Section 4. Audit.The Board of Directors shall provide for such audit and control of funds as are necessary to assure their safe-keeping and complete accounting.

ARTICLE IV. ORGANIZATION

Section 1. Executive Committee, Board of Directors and Officers.

A. Executive Committee.
1. Composition. The Executive Committee shall consist of the President, the Immediate Past President, the President-Elect, and the Chief Executive Officer.
2. Duties. The Executive Committee shall govern the affairs of NACWAA between meetings of the Board of Directors.

B. Board of Directors.
1. Composition. The President, the Immediate Past President, the President-Elect and twelve elected representatives shall constitute the voting members of the Board of Directors. At least four members of the Board of Directors shall be from NCAA Division II, Division III, NAIA, or NJCAA and of these four members at least one shall be from Division II and at least one shall be from Division III. Ex officio members and legal counsel are considered non-voting, appointed members of the Board of Directors.
2. Ex Officio Members. Ex officio nonvoting members of the Board of Directors shall include the Chief Executive Officer, NCAA senior woman administrator and other individuals as designated and appointed by the President.
3. Legal Counsel. Legal counsel shall serve as a non-voting member.

C. Officers. The officers shall be the President, the Immediate Past President, the President-Elect, a Secretary and a Treasurer. The Secretary and Treasurer shall be from the Board of Directors and recommended by the President and approved by the Board of Directors.

D. Elections, Appointments and Terms of Office.
1. The President-Elect and new members of the Board of Directors shall be elected by electronic voting or other ballot approved by the President. Election shall be by majority of the votes cast by the deadline set by the Board of Directors.
2. President, Immediate Past President and President-Elect. The President, the Immediate Past President, and the President-Elect shall serve for one year or until their successors are elected if the election occurs after the term expires.
3. Board of Directors Members. A Board of Director member shall serve for one four-year term or until a successor is elected if the election occurs after the term expires.
4. Ex Officio Members. An ex officio member shall be recommended by the President and approved by the Board of Directors. An ex officio member, other than the Chief Executive Officer or NCAA senior woman administrator, shall serve one two-year term and may be reappointed by the President, subject to approval by the Board of Directors, but is limited to a term not to exceed four years in length. An individual who has served as an ex officio member previously may be reappointed as an ex officio member provided a minimum of two years has elapsed between the date the individual previously relinquished duties with the Board of Directors and reappointment as an ex officio member.
5. Legal Counsel. Legal counsel shall be recommended by the President and approved by the Board of Directors. Legal counsel is not subject to term limits.

E. Duties.
1. President. In addition to the normal duties of the office, the President shall have signature privileges in the absence of the Chief Executive Officer.
2. President-Elect. In the event of the absence of the President, the President-Elect shall preside at the meetings of the Board of Directors and the organization.
3. Board of Directors. The Board of Directors shall perform the duties prescribed by these bylaws and by the designated parliamentary authority. The Board of Directors shall have the general power to administer the affairs of the organization and to initiate and carry out its programs and policies between membership meetings, including making modifications to the NACWAA Policy and Procedure Manual.

F. Vacancies.
1. President. If a vacancy in the office of President occurs, the Secretary shall call a meeting of the Board of Directors, which shall elect, by majority vote, one of its members to fill the unexpired term.
2. Secretary or Treasurer. If a vacancy in the office of Secretary or Treasurer occurs, the President shall, with the approval of the Board of Directors, appoint a member of the Board of Directors to fill the unexpired term.
3. Board of Directors. If a vacancy on the Board of Directors occurs, the President shall, in consultation with the Nominating Committee and with the approval of the Board of Directors, appoint an active member to fill the unexpired term.
G. Removal from Service. The President may recommend to the Board of Directors that the secretary, treasurer, a Board of Directors member or legal counsel be replaced if the individual is not properly discharging his or her duties.

Section 2. Committees.

A. Committee Appointments. Committee appointments by the President shall occur annually in accordance with the policies and procedures approved by the Board of Directors.

B. Committee Terms of Office. Unless otherwise noted herein, committee members shall serve one-year terms.

C. Awards Committee.
1. Composition. An Awards Committee shall be appointed by the President. The President shall determine the appropriate number of committee members and shall appoint the committee chair from the Board of Directors, subject to approval by the Board of Directors.
2. Duties. The Awards Committee shall manage the NACWAA awards program as enacted by the Board of Directors. The committee shall solicit nominations from the membership in all award categories and recommend award winners to the Board of Directors for its approval. Other duties and responsibilities shall be outlined in the policies and procedures.

D. Bylaws and Policies and Procedures Committee.
1. Composition. A Bylaws and Policies and Procedures Committee shall be appointed by the President and consist of at least three members of the Board of Directors. The President shall determine the appropriate number of committee members and shall appoint the committee chair from the Board of Directors, subject to approval by the Board of Directors.
2. Duties. The Bylaws and Policies and Procedures Committee shall review, at least on an annual basis, the Bylaws and Policies and Procedures and propose to the Board of Directors amendments as deemed appropriate. Other duties and responsibilities shall be outlined in the policies and procedures.

E. Finance Committee.
1. Composition. A Finance Committee shall include the Treasurer and two members of the Board of Directors, as appointed by the President subject to approval by the Board of Directors.
2. Duties. The Finance Committee shall provide guidance and oversight of all matters related to fiscal affairs of NACWAA. Other duties and responsibilities shall be outlined in the policies and procedures.

F. Legislation and Governance Committee.
1. Composition. A Legislation and Governance Committee shall be appointed by the President. The President shall determine the appropriate number of committee members and shall appoint the committee chair from the Board of Directors, subject to approval by the Board of Directors.
2. Duties. The Legislation and Governance Committee shall analyze and evaluate national athletics legislation and governance issues pertaining to women. The committee shall assist in the development of the NACWAA position on such legislation and governance issues. Other duties and responsibilities shall be outlined in the policies and procedures.

G. Membership Committee.
1. Composition. A Membership Committee shall be appointed by the President. The President shall determine the appropriate number of committee members and shall appoint the committee chair from the Board of Directors, subject to approval by the Board of Directors. Each NCAA
division, NAIA and NJCAA shall be represented.
2. Duties. The Membership Committee shall promote membership in NACWAA and be responsible for member retention programs. Other duties and responsibilities shall be outlined in the policies and procedures.

H. Nominating Committee.
1. Composition. A Nominating Committee consisting of eight active members shall be elected by the membership by electronic voting or other ballot approved by the President. Election shall be by majority of the votes cast by the deadline set by the Board of Directors. At least three
members of the Nominating Committee shall be from NCAA Division II, Division III, NAIA, or NJCAA and of these three members at least one shall be from Division II and at least one shall be from Division III. The President shall appoint the committee chair from the Board of Directors, subject to approval by the Board of Directors.
2. Duties. The Nominating Committee shall prepare a slate consisting of a single candidate for President-Elect, candidates for open positions on the Board of Directors and candidates for the Nominating Committee. It is preferred that the candidate for President Elect shall have had experience on the Board. The slate for open Board of Directors positions shall be selected so that at least 33 percent of the candidates shall represent NCAA Division I, and at least 33 percent of the candidates shall represent NCAA Division II, NCAA Division III, NAIA, or NJCAA. In preparing the slate, the Nominating Committee shall give due consideration to ethnic diversity and geographic representation. The Nominating Committee shall forward its final slate to the Board of Directors for approval.

I. Personnel Committee.
1. Composition. A Personnel Committee shall be comprised of the President, President-Elect and Past President. The Past President shall serve as chair.
2. Duties. The Personnel Committee shall be responsible for the evaluation and recommendation of employment terms of the Chief Executive Officer. Other duties and responsibilities shall be outlined in the policies and procedures.

J. Special Committees. Special Committees may be appointed by the President as necessary. The President shall, with the approval of the Board of Directors, appoint a committee chair from among the members of the Board of Directors and shall appoint committee members, with due consideration given to ethnic diversity and geographic representation.

ARTICLE V: MEETINGS

Section 1. Annual Meeting. An annual meeting of the membership shall be held.

Section 2. Special Meetings. Special meetings of the membership may be called by the President, the Board of Directors or by written request (electronic or hard copy) of 50 active members of the Association. The purpose of the meeting shall be stated in the call. Except in emergencies as determined by a majority vote of the Board of Directors, 30 days’ notice shall be provided to the membership.

Section 3. Board of Directors Meetings. The Board of Directors shall meet in conjunction with the annual meeting as well as other meetings called by the President or on written request of 10 members of the Board or 50 Active members of the Association. With the exception of Executive Sessions, meetings of the Board of Directors shall be open to any interested member. Ten members of the Board of Directors shall constitute a quorum.

Section 4. Quorum. Fifty members shall constitute a quorum for membership meetings.

Section 5. Parliamentary Rules. The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall be the parliamentary authority for the conduct of all meetings. Additionally, they shall be the deciding reference used in case of parliamentary challenge in all instances to which they apply and in which they are not superseded by these bylaws or any special rule of order adopted by the membership. The chair of the Bylaws and Policies and Procedures Committee shall serve as Parliamentarian at official meetings of the Board of Directors and general membership.

ARTICLE VI. CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall be employed by and report to the Board of Directors. The Chief Executive Officer shall serve as an ex-officio member of the Board and of the Executive Committee. The Chief Executive Officer shall perform duties as assigned and approved by the Board of Directors.

ARTICLE VII. AMENDMENT OF BYLAWS
The Bylaws may be amended by electronic ballot or other method approved by the President. The proposed amendment shall be sponsored by the Board of Directors. Notification of the proposed amendment shall be provided to the membership in accordance with the policies and procedures established by the Board of Directors. Voting shall be by majority vote of the votes cast by active members by the deadline set by the Board of Directors.

ARTICLE VIII. AMENDMENT OF POLICY AND PROCEDURES
The Board of Directors is empowered to adopt or revise policies and procedures for the conduct of NACWAA’s business. These policies and procedures shall not be inconsistent with the provisions of the bylaws. Annually the membership shall be notified of changes to the policies and procedures. Active members may rescind a policy or procedure amendment approved by the Board of Directors if 50 active members submit in writing to the NACWAA National Office a request to do so.

REVISED BY BOARD OF DIRECTORS – February 2000, June 2000, February 2004, February 2008, October 2010, October 2011

MEMBERSHIP RATIFICATION – October 2000, October 2004

ARTICLES OF INCORPORATION

NONPROFIT CORPORATION

State of North Carolina

Department of the Secretary of State

National Association of Collegiate Women Athletic Administrators

Pursuant to Section 55A-2-02 of the General Statutes of North Carolina, the undersigned corporation does hereby submit these Articles of Incorporation for the purpose of forming a nonprofit corporation.

  1. The name of the corporation is: National Association of Collegiate Women Athletic Administrators.
  2. The corporation is a charitable corporation as defined in N.C.G.S. Section 55A-1-40(4) and is organized and shall be operated exclusively for charitable and educational purposes within the intent and meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. Within the limitations established by the preceding sentence, the corporation is organized and shall be operated primarily to promote opportunities in intercollegiate athletics programs, particularly as they relate to women administrators, coaches and student-athletes, through the provision of educational programs, professional and personal development, access to support services, information exchange, and such other activities or services as may be reasonably necessary, incidental, desirable or expedient to support the development and success of women in intercollegiate athletics.
  3. The street address and county of the initial registered office of the corporation is:
    4701 Wrightsville Avenue, Oak Park D-1
    Wilmington, North Carolina 28403-6916
    New Hanover County
  4. The mailing address is the same as above.
  5. The name of the initial registered agent is Jennifer Alley.
  6. The name and address of the incorporator is:
    Jennifer Alley, Executive Director
    4701 Wrightsville Avenue, Oak Park D-1
    Wilmington, North Carolina 28403-6916
  7. The corporation will have one class of voting members referred to as “Active Members.”
  8. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such an organization or organizations organized and operated exclusively for charitable, educational, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under Section 501 c)(3) of the Code as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, such as the court shall determine, which are organized and operated exclusively for such purposes. No provision of these Articles shall be construed to affect the disposition of property held by the corporation, such property shall be transferred in accordance with the trust or condition imposed with respect to it.
  9. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of purposes set forth in these articles of incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provisions of these articles, the corporation 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 Code or (b) by a corporation, contributions to which tax deductible under Section 170(c)(2) of the Code.
  10. The street address and county of the principal office of the corporation is:
    2000 Baltimore, Ste. 100
    Kansas City, MO 64018
    Jackson County
  11. The mailing address of the principal office of the corporation is the same as above.
  12. The names and addresses of the initial board of directors on the following page:
  13. There will be no personal liability on the part of any director for monetary damages arising out of an action whether by or in the right of the corporation or otherwise for breach of any duty as a director, except as to (i) acts or omissions that the director at the time of the breach knew or believed were clearly in conflict with the best interests of the corporation, (ii) any liability under G.S. 55A-8-32 (prohibiting loans to or guaranties for directors and officers) or G.S. 55A-8-33 (liability of directors and officers for unlawful loans and distributions), (iii) any transaction from which the director derived an improper financial benefit, or (iv) acts or omissions occurring prior to the date this provision becomes effective. As used herein, “improper personal financial benefit” does not include a director’s reasonable incidental benefit for or on account of her service as a director, trustee, officer, employee, independent contractor, attorney or consultant of the corporation.
  14. The articles will be effective upon filing.