Bylaws – 2010

Bylaws of the National Network of Law School Officers
(Revised and Adopted April 23, 2010)


Article I. Name.

The name of this association shall be the National Network of Law School Officers (NNLSO) and hereafter referred to as the Association.


Article II. Purpose.

The National Network of Law School Officers is a non-profit, professional organization, designed for the education and professional development of all law school officers. Primarily, the Association shall address the concerns and issues of registrars and admission officers. Although the only professional organization for Law School Registrars, this organization encourages and welcomes all department officials with the goal to facilitate and promote intra-departmental relations within the law school community.


Article III. Governing Enactments.

This Association is governed by these Bylaws and any other enactments of the Association or Executive Committee duly adopted in accordance with authority of these Bylaws. In the event of any conflicting rules, regulations or enactments, these Bylaws shall prevail.


Article IV. Membership.

Section 1. Classifications of membership. Members of the Association shall consist of:

Individual active members. Any professional officially affiliated with an ABA accredited law school may become an individual active member upon payment of annual dues. Such membership cannot be transferred or assigned.

Institutional members. Any ABA accredited law school may become an institutional member upon payment of annual dues. Persons designated under an institutional membership shall be in all respects the equivalent of individual active members.

Individual associate members. A professional not connected with a law school or who is affiliated with a non-ABA approved law school may become an associate member upon approval by the Executive Committee and the payment of annual dues. An individual active member or a member who has been designated under an institutional membership may become an individual associate member when no longer officially affiliated with a law school.

Institutional associate member. Any company or institution or non-ABA approved law school other than a law school may become an associate member upon approval of the Executive Committee and payment of annual dues.

Section 2. Dues, rights, and privileges. The Executive Committee shall determine annual dues for all membership classifications. Rights of voting shall be restricted to individual active members and to designated members under an institutional membership. All members shall receive access to all member services.

Section 3. Elections. Both the nomination process and the election process are to be handled by the joint Nominations and Elections Committee. The committee shall have charge of the conduct of the annual election and the counting of all votes cast.


Article V. Meetings and Procedures.

Section 1. Meetings. The Association shall meet in conjunction with the annual conference of the American Association of Collegiate Registrars and Admission Officers (AACRAO), and at such time the general membership of NNLSO shall be called together to conduct the business of the Association.

Section 2. Quorum. A majority of Association members present at the Annual Business Meeting shall constitute a quorum for the transaction of all business.

Section 3. Parliamentary Authority. Except as may be provided otherwise by applicable law, the Bylaws, rules, regulations or enactments of the Association or the Executive Committee, and parliamentary procedures governing a meeting of the Association membership, any Executive Committee, any Committee or other organized body of the Association shall be as set forth in the current edition of Robert’s Rules of Order, Newly Revised.

Section 4. Amendments. The Bylaws may be amended by a two-thirds vote of the membership present at the Association’s Annual Business Meeting provided that any proposed amendment has been submitted to the Executive Committee at one of their regular meetings or via electronic means preceding the annual meeting and provided that there is a thirty (30) day notification period to the membership. Proposed amendments will be published in an issue of the Journal for membership consideration prior to the Annual Business Meeting, or will be distributed to the membership, whether electronically or by mail, at least 30 days in advance of the annual meeting. Proposed amendments to the Bylaws may be submitted to the Executive Committee by any individual active member or institutional member in good standing.


Article VI. Elections.

Section 1. Eligibility. Only individual active members, and members designated as institutional members in good standing who have consented to serve if elected and attend the National and Executive Committee meetings shall be eligible to be elected to serve as officers and as members of the Board of Directors. A candidate for Executive Director must have served a minimum of one term on the Executive Committee.

Section 2. Nominations and Election Committee. The Executive Director shall appoint a sub-committee from within the Executive Committee consisting of three members to serve as the Nominations and Election Committee.

Section 3. Election Procedures. The Nominations and Election Committee shall call for nominations from the general membership at least three months prior to the Annual Business Meeting. The call for nominations must be conducted by mail or by electronic means. Nominees must be contacted for permission to run for office. A ballot, that includes biographical information on each candidate, will be provided to the general membership by mail and/or electronic means. The votes may be collected by mail or electronically, and counted by the Nominations and Election Committee. The results of the election will be announced at the Annual Business Meeting. At the conclusion of the annual meeting, the new officers will assume their positions on the Executive Committee.


Article VII. Officers.

Section 1. Officers. The officers shall consist of an Executive Director, Assistant Executive Director, Secretary, Treasurer and The Journal Editor. The Executive Director, Assistant Executive Director, Secretary, Treasurer and The Journal Editor shall be elected by the Association and shall serve a term of two years. The Executive Director and The Journal Editor shall be elected on the same year, and the Assistant Executive Director, the Secretary, and the Treasurer shall be elected on the opposite year. All officers shall serve until the adjournment of the annual meeting at which time their successors assume office.

Section 2. Duties of officers.

The Executive Director shall:

1. Perform the functions and exercise the powers customarily those of a chief executive

officer of an association.

2. Prepare the agenda for all meetings.

3. Preside at all meetings of the Association.

4. Serve as the chair of the Executive Committee.

5. Appoint an individual(s) to fill vacated position(s) on the Executive Committee

through the end of the current term of office.

6. Inform the membership of all activity of the Association.

7. Assume other responsibilities as directed by the Executive Committee or the general membership.

8. The outgoing Executive Director shall serve as an ex officio member of the Executive Committee for one year.

The Assistant Executive Director shall:

1. Preside at any meeting of the Association and Executive Committee in the absence of the Executive Director.

2. Assist the Executive Director as directed.

3. Assume the position of Executive Director of the Association in the event the Executive Director shall leave office prior to the completion of the current term or be unable to complete the current term.

4. Assume other responsibilities as directed by the Executive Committee or the general

membership.

The Secretary shall:

1. Take minutes of all meetings of the Association and the Executive Committee.

2. Be responsible for the current and historical records of the Association.

3. Assume other responsibilities as directed by the Executive Committee or the general membership.

The Treasurer shall:

1. Be responsible for the funds and financial matters of the Association, including the payment of all expenses incurred by the Association.

2. Collect all membership dues and maintain a current roster of membership.

3. Assume other responsibilities as directed by the Executive Committee or the general membership.

The Journal Editor shall:

1. Be responsible for the publication and distribution of The Journal, the official publication of the Association, published in the fall and spring of each year.

2. Assume other responsibilities as directed by the Executive Committee or the general membership.

3. The outgoing Journal Editor shall serve as an ex officio member of the Executive Committee for one year.

Section 3. Appointment of Officers. In the event that no one is nominated for a vacant office, an officer has to vacate an office before the end of the term, or in the event of an officer or board member having been removed for failure to meet the responsibilities of the office, the Executive Director shall appoint an interim acting officer; an outgoing officer will be eligible to be appointed as an interim acting officer without regard to term limits or hiatus period. The interim acting officer shall remain in the appointed position until the original term expires.


Article VIII. Board of Directors (The Board).

Section 1. The Board shall consist of seven members elected from the general membership of the Association (individual active or institutional), and serve a term of two years. The election of board members will be staggered; four members shall be elected in the same year as the Executive Director and Journal Editor; three members shall be elected in the same year as the Assistant Executive Director, the Secretary, and the Treasurer.

Section 2. Duties. The primary duty of the Board shall be to determine topics of importance and interest that shall be presented to the general membership at the annual meeting. Members of the Board are expected to attend the annual meeting, and any other meeting(s) called by the Executive Director or the Executive Committee, as well as, assume any other responsibilities as directed by the Executive Committee or the general membership.

Section 3. Members of the Board shall serve until the adjournment of the annual meeting at which time their successors assume office.


Article IX. Executive Committee.

The Executive Committee of the Association shall consist of the Officers and the Board of Directors.

Section 1. Meetings. The Executive Committee shall meet at least once a year. The Executive Committee shall meet upon the call of the Executive Director or as otherwise may be determined by the Board of Directors to conduct business during the recess of the annual meeting.

Section 2. Quorum. A majority of the Executive Committee shall constitute a quorum for the transaction of all business for the Association during the recess of the annual meeting.

Section 3. Means of Conducting Business. The Executive Committee may conduct business by correspondence. A vote taken by mail, telephone, or electronic means shall become the act of the Association upon approval of a majority of the Executive Committee. Such business must be reported to the general membership at the Annual Business Meeting. Any transactions approved by the Executive Committee can be overturned by a majority vote of the general membership present.

Section 4. The Executive Committee shall review and approve annual expenses.


Article X. Removal from Office

If an officer or Board member is not fulfilling the responsibilities defined under Articles VII and VIII, the Board (the Executive Committee excluding the Officers) shall first serve notice to the individual through a written warning. If no improvement results from the written warning, the Board shall recommend removal from office to the Officers. A majority vote of the Board is required to remove an individual from office. If such recommendation is approved, the individual may appeal the decision to the Officers within 15 days from the date of notification of the removal. The decision of the Officers will be final.


Article XI. Committees and Representatives.

Section 1. The Committees of the Association shall be of two classes: standing committees and ad hoc committees. The responsibility of such committees shall be to carry out the work and promote the purposes of the Association.

Standing Committees shall investigate and study continuing or recurring matters that relate to the business or interest of the Association. Standing Committees serve until the Executive Committee determines that their mission has been fulfilled. Area representatives are considered a part of a standing committee. Area representatives are an important part of the organization and are encouraged to attend at least one Executive Committee meeting per year.

Ad hoc committees shall investigate and study immediate or nonrecurring matters.

Section 2. The resolutions creating standing and ad hoc committees shall state the purpose of the committee’s task and establish the time frame for completion and the reporting of results to the Association.

Section 3. The Executive Director may appoint committee chairs to standing and ad hoc committees.

Section 4. Each committee shall report to the Association as required by the resolution, or as requested by the Executive Committee.

Section 5. Association representatives to other organizations, agencies and to meetings of other associations, shall be appointed by the Executive Director and shall report in the manner set forth in Section 4.

Section 6. No committee or representative shall incur expenses on behalf of the Association except as authorized by the Executive Committee, nor shall any committee or representative commit the Association by any declaration of policy.


Article XII. Life and Honorary Membership.

Individual active members and designated members under an institutional membership may nominate individuals as life members and honorary members as specified below:

Life members. Any Association member may nominate to the Executive Committee an individual for life membership. The Executive Committee shall certify that those nominated have been members in good standing with the Association for five or more years, and have retired from active law school administrative work, or are no longer eligible for active membership in NNLSO. Life membership shall be based on repeated and significant contributions to the association as reflected by service as a board member or officer of NNLSO, active committee membership, an active presenter, and in regular attendance at the annual meetings over a period of five or more years. Length of membership or regular attendance at annual meetings does not of itself constitute grounds for the awarding of life membership. The Executive Committee shall vote on the nominees. Announcement of life membership will be at the annual meeting.

Honorary members. Any Association member may make nominations for honorary membership to the Executive Committee. The Association may, at any annual meeting, by a vote of two-thirds of those present, elect non-members who have contributed to the support of NNLSO as honorary members.


Article XIII. Conflict of Interest Avoidance Policy.

Section 1. A Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Section 2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Section 3. Procedures for Addressing the Conflicts of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Section 4. Violations of the Conflict of Interest. If governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose actual or possible conflicts of interest, it shall take appropriate disciplinary or corrective action.


Article XIV. Anti-discrimination.

Membership in the Association or participation in any activity of the Association shall not be denied to any individual, or abridged on account of race, color, religion, sex, age, national or ethnic origin, sexual orientation, gender identity or gender expression, disability, or veteran status.