Bylaws of the National Network of Law School Officers

(Revised & Adopted April 4, 2022)

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, networking, collaboration, and professional development of all law school officers. Primarily, the Association shall address the concerns and issues of registrars and admission officers. This Association encourages and welcomes all department officials with the goal of  facilitating and promoting intra-departmental relations within the law school community.

Article III. Governing Enactments.

The 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 to another person or entity.

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 affiliated 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, institution, or non-ABA approved law school may become an associate member upon approval of the Executive Committee and payment of annual dues. Persons designated under an institutional associate membership shall be in all respects the equivalent of an individual associate member.

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.

Article V. Meetings and Procedures.

Section 1. Meetings. The Association shall hold its Annual Business Meeting 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. The number of Association members present at the Annual Business Meeting will be determined by the conference registration list provided by the American Association for Collegiate Registrars and Admissions Officers.

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, any 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 on the Association web site or sent to the membership electronically for membership consideration at least 30 days in advance of the Annual Business Meeting. Proposed amendments to the Bylaws may be submitted to the Executive Committee by any individual active member or an individual designated under an institutional membership who is in good standing.

Article VI. Elections.

Section 1. Eligibility. Only individual active members and individual active members  designated under an institutional membership, in good standing, who have consented to serve if elected, and to attend the Annual Business Meeting and Executive Committee meetings, shall be eligible to be elected to serve as Officers or as members of the Board of Directors. A candidate for Executive Director must have served a minimum of one term on the Executive Committee, as defined in Article VII.1.

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

Section 4. Election Procedures. The Nominations and Election Committee shall call for nominations from the general membership at least 60 days prior to the Annual Business Meeting. The call for nominations will be conducted by electronic means. Nominees must be contacted for permission to run for office. Thereafter, a ballot - that includes biographical information on each candidate -will be circulated to the general membership by electronic means. The votes will be collected 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 Communications Strategy Officer.  The Executive Director, Assistant Executive Director, Secretary, Treasurer and Communications Strategy Officer shall each be elected by the Association as set forth under Elections and shall serve a term of two years.  The Executive Director and the Communications Strategy Officer 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 Business Meeting at which time their successors assume office.

Section 2. Duties of Officers.

The Executive Director shall:

• Perform the functions and exercise the powers customarily executed by the chief executive officer of an association.
• Prepare the agenda for all meetings.
• Preside at all meetings of the Association.
• Serve as the Chair of the Executive Committee.
• In the event that there is a vacancy in the Executive Committee the Executive Director shall appoint an individual to fill the vacant position.
• Inform the membership of all activity of the Association.
• Assume other responsibilities as directed by the Executive Committee or the general membership.
• The outgoing Executive Director shall serve as an ex officio member of the Executive Committee for one year.

The Assistant Executive Director shall:

• Preside at any meeting of the Association and the Executive Committee in the absence of the Executive Director.
• Assist the Executive Director as directed.
• 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.
• Oversee planning for the events of the Annual Meeting.
• Assume other responsibilities as directed by the Executive Committee or the general membership.

The Secretary shall:

• Take minutes of all meetings of the Association and the Executive Committee.
• Circulate and post the minutes of the Executive Committee meetings and the Annual Business Meeting thirty days before the Annual Meeting.
  
• Maintain the Association By-laws.
• Maintain the roster of current members and member schools.
  
• Be responsible for the current and historical records of the Association.
• Assume other responsibilities as directed by the Executive Committee or the general membership.
  

The Executive Director shall appoint a member of the Executive Committee to chair the Membership and Outreach Committee. The Membership and Outreach Committee comprises a minimum of four individuals from active NNLSO member institutions, and may include members of the Executive Committee. The duties and role of the Membership and Outreach Committee include, but are not limited to, the following:

• Each member of the Standing Committee on Membership and Outreach will have a set of assigned schools.
• Those who serve will need to have the support of their school administration for service on the Committee.
• Each Committee member will be expected to attend the Annual Meeting. All are invited to attend the summer and fall meetings of the Executive Committee, whether in person or electronically, but it is also permissible to establish a rotation among Committee members, in consultation with the Chair of the Committee, whereby any one member of the Committee may attend as a representative of the Standing Committee.
• The Committee will be responsible for updating membership lists and conveying that information to the Secretary.
• The Committee will reach out to assigned schools and develop ideas and suggestions for annual meeting topics, not limited to the specific concerns of member schools to be presented to the Executive Committee at the Annual Meeting.
• The Committee will help coordinate regional meetings.
• The Committee will be responsible for planning the welcome reception at the Annual Meeting.
  

The Treasurer shall:

• Be responsible for the funds and financial matters of the Association, including the payment of all expenses incurred by the Association.
• Collect all membership dues.
• Present the annual budget for approval by the Association at the Annual Business Meeting.  Approval shall be by majority vote of the general membership present.
• Assume other responsibilities as directed by the Executive Committee or the general membership.

The Communications Strategy Officer shall:

• Oversee the standing Communications Strategy Committee.
• Be responsible for the oversight of all NNLSO communications, including print, online, electronic and through social media.
• Create and ensure Communications Strategy Committee adheres to a yearly production calendar.
• Assume other responsibilities as directed by the Executive Committee or the general membership.
• The outgoing Communications Strategy Officer shall serve as an ex officio member of the Executive Committee for one year.

The Standing Communications Strategy Committee shall:

• Manage the internal and external messaging for the Association.
• Maintain existing website content, including creating web pages and web forms.
• The Committee will be responsible for compiling session summaries (recaps) at the annual meetings and distributing those to the Association members as well as posting on social media.
• Perform day-to-day editorial supervision over all web content.
• Solicit and post articles and news items.
• Work with the Communications Strategy Officer to publish online content.
• Escalate technical issues to the web master.
• Assume other responsibilities as directed by the Executive Committee or the general membership.

Article VIII. Board of Directors (The Board).

Section 1. Members. The Board shall consist of seven members elected from the general membership of the Association (active individual or institutional), each of which shall serve a term of two years. The election of board members will be staggered such that four members shall be elected in the same year as the Executive Director and the Communications Strategy Officer; 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 manage the activities and assets of the Association, and 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. Term of Service. Members of the Board shall serve until the adjournment of the Annual Business 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 Business 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 Business 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 transaction approved by the Executive Committee can be overturned by a majority vote of the general membership present.

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

Article X. Removal from Office

If an Officer or Board member is said not to be fulfilling the responsibilities defined under Articles VII and VIII, or to be engaged in activities that are detrimental to the Association, any active individual member or individual active member designated under an institutional membership may refer the matter to the Board.  The Board shall constitute itself as a Disciplinary Committee, appoint a Chairperson, and upon finding probable cause shall order the Chairperson to serve notice to the individual through a written warning. The written warning shall define a probationary period and outline the expected changes.  If no improvement results from the written warning, the Board may vote to remove the individual from office.  A majority vote of the Board is required to remove an individual from office.  The individual shall receive written notice of the outcome of the vote.  Upon removal, the individual may submit a written appeal to the Board within 15 days from the date of issuance of the notification of removal.  Upon reconsideration, the decision of the Board shall be communicated to the individual by the Chairperson in writing. The individual may not appeal an affirmation of the initial Board’s decision of removal. However, any such removal, whether appealed or not, can be overturned by a majority vote of the general membership present at the next Annual Business Meeting.

Article XI. Committees and Area Representatives.

Section 1. Types of Committees. 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. Regional representatives are considered a part of a standing committee.  Regional representatives are an important part of the organization and are expected to attend at least two Executive Committee meetings per year.

Ad hoc committees shall investigate and study immediate or nonrecurring matters of importance to the Association.

Section 2. Creation of a Committee. 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. Committee Chairs. The Executive Director may appoint Committee Chairs to standing and ad hoc committees.

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

Section 5. Representatives to Third Parties.  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 Budgetary nor Policy Authority.  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 members designated under an institutional membership may nominate individuals as life members and honorary members of the Association as specified below:

Section 1. Life Members. Any Association member may nominate an individual to be a life member of the Association; nominations go to the Executive Committee. 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, or in regular attendance at the Annual Business Meetings over a period of five or more years. Length of membership or regular attendance at Annual Business Meetings do not of themselves constitute grounds for the awarding of life membership. The Executive Committee shall vote on the nominee. Announcement of life membership will be at the Annual Business Meeting.

Section 2. Honorary members. Any Association member may nominate non-members to be an honorary member of the Association; nominations go to the Executive Committee.  The Association may, at the Annual Business 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 connections with any actual or possible conflict of interest, a member of the Executive Committee must disclose the existence of any such possible conflict and be given the opportunity to disclose all material facts to the Executive Committee.

Section 2. Determining Whether a Conflict of Interest Exists.  After disclosure of the possible conflict of interest and all material facts, and after any discussion with the interested person, he/she shall recuse him/herself from the Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining Executive Committee members shall decide if a conflict of interest exists.

Section 3. Procedures for Addressing the Conflicts of Interest.   The Executive Director 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 Executive Committee shall determine by a majority vote of the disinterested committee members whether the transaction or arrangement is in the Association’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 Policy.  If the Executive 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 Executive Committee determines the member has failed to disclose actual or possible conflicts of interest, it shall take appropriate disciplinary or corrective action, including those outlined in Article X.

Article XIV. Anti-discrimination.

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