Bylaws

You are here

SHARE:

Bylaws (PDF) - Updated October 2012

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.

    D.     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 shall be from January 1 – December 31.

Section 2.  Dues.  The annual membership dues shall be established by the Board of Directors and presented annually to the membership.

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

Section 4.  Audit.  An annual audit shall be conducted and reported to the Board of Directors.  

ARTICLE IV. ORGANIZATION

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

  1. Executive Committee. 
  2. Composition.  The Executive Committee shall consist of the President, the Immediate Past President, the President-Elect, and the Chief Executive Officer.
  3. Duties.  The Executive Committee shall govern the affairs of NACWAA between meetings of the Board of Directors.
  4. 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. 
  5. 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.
  6. Legal Counsel. Legal counsel shall serve as a non-voting member.
  7. 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.
  8. Elections, Appointments and Terms of Office.
  9. 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.
     
  10. 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.
     
  11. 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.
     
  12. 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.
     
  13. 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.
     
  14. Duties.
     
  15. President. In addition to the normal duties of the office, the President shall have signature privileges in the absence of the Chief Executive Officer.

  16. 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.

  17. 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.

  18. Vacancies.
     
  19. 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.
     
  20. 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.
     
  21. 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.
     
  22. Change of Constituency. If, during the term of office, a Board of Directors member constituency changes from one division or governance organization to another and such a change of constituency affects the required representation of the Board of Directors, a vacancy shall be declared and the President shall, in consultation with the Nominating Committee and with approval of the Board of Directors, appoint a member from the constituency originally represented.
     
  23. 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. No individual shall serve more than one consecutive term in the same office.  Filling an unexpired term due to a vacancy shall not constitute a term.  The term of office shall begin at the conclusion of the National Convention.

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. Legal Counsel shall serve as an ex officio member of the committee.
  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.
     
  3. 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 POLICIES 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.