Bylaws of SUNY Registrars Association, Inc.

ARTICLE I - Definition

The word “Corporation” shall mean SUNY Registrars Association, Inc.

ARTICLE II - PURPOSEs

The purposes for which the Corporation is formed as set forth in the Certificate of Formation are to perform activities within the meaning of lnternal Revenue Code Section 501(c)(6) as a trade association or business league. Specifically, the Corporation is organized to promote and provide for the exchange of information and ideas regarding current and proposed policies and procedures affecting registrars' responsibilities and accountabilities as they relate to the State University of New York, accrediting associations and national norms. Such exchange of information and ideas should serve to identify problems of common concern to registrars within the State University of New York system; to improve the articulation between the State University of New York campuses in the registrars' areas and to provide input into the formulation of State University of New York policies that relate to registration, student records, personnel practices, computer technology, and other related support services as they may affect the profession.

ARTICLE III - MEMBERSHIP

Section 1: Eligibility

Membership in the Organization shall be institutional and will be open to the University Centers, the Health Science Centers, the Arts and Science Colleges, the Specialized Colleges, the Agricultural and Technical Colleges, the Statutory Colleges, and the Community Colleges within the State University of New York.

Section 2: Voting Rights

Each member Institution will appoint a voting member for their Institution and communicate the voting member's name to the Treasurer on the yearly dues invoice. The voting member shall be the person primarily responsible for Registrar activities at their institution

Section 3: Membership Meetings

There shall be an annual business meeting of members held in the Fall. At least one additional meeting of the general membership may be scheduled by the Executive Board.

Section 4: Membership dues

Membership dues will be invoiced in August of each year. Annual dues of $100.00 for each member institution will be due prior to the Annual Fall Meeting. Unpaid dues will result in inability to participate in the Corporation’s sponsored events, conferences, and discussions. Listserv access will be revoked or denied. Determination to levy additional fees or special assessments requires a two-thirds majority vote of the membership.

ARTICLE IV - Board of directors

Section 1: powers

There shall be a Board of Directors (the “Executive Board”) of the Corporation, which shall supervise and control the business, property, and affairs of the Corporation, except as otherwise

Section 2: Number and qualifications

The members of the initial Board of Directors of the Corporation shall be those individuals named in the Certificate of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Corporation shall be composed of the elected officers of the Corporation. The minimum number of members on the Board of Directors shall be three.

Section 3: election and term of office

The members of the Board of Directors shall be elected by the members at a Regular Annual Meeting of the members, a Special Meeting of the members or through Unanimous Written Consent in Lieu of a Meeting. Voting for officers of the Registrars' Association requires only a simple majority of voting members present for election to office. Members of the Board of Directors shall serve for a two-year term. To provide for continuity and sound management practices within SUNYRA, the voting membership shall elect the Executive Vice President on even years during the fall Annual Business Meeting. The Executive Vice President shall assume the position of President two years later at the Annual Business Meeting. To provide for continuity and sound management practices within SUNYRA, the voting membership shall elect the Secretary, Region II- Vice President, and Region IV- Vice President at the same Annual Business meeting (even years). Then alternating on an annual basis, the election of these officers with that of the Treasurer, Vice President for Information Systems, Region I- Vice President, and Region III- Vice President (odd years). No officer shall serve more than two consecutive terms in the same position.

section 4: board of directors composition

The Board of Directors shall consist of a President/ Chairperson, an Executive Vice President, a Past President, a Vice President for Information Technology, four (4) Regional Vice Presidents, a Secretary, a Treasurer and such other officers, if any, as the Board of Directors may from time to time appoint.

section 5: president/chairperson: power and duties

The President/Chairperson shall preside at all of the Board of Directors and Membership meetings. The President/Chairperson shall give active direction and exercise oversight pertaining to all affairs of the Corporation and shall also keep the Board of Directors fully informed about the activities of the Corporation. He or she may sign contracts or other instruments, which the Board has authorized to be executed, and shall perform all duties incident to the office of President/Chairperson as may be prescribed by the Board including but not limited to appointing members of the Registrars' Association to fill vacancies in the membership of the Executive Board in consultation with other Board Members, presents an annual report during the annual business meeting, coordinates activities of the Regional Vice Presidents.

section 6: Executive vice president

The Executive Vice President shall preside in the absence of the President and assists the President in carrying out the business of SUNYRA. He or she is responsible for coordinating conference programs including obtaining speakers and establishing the final agenda. Their primary responsibility is for the call of names to create the slate of nominations for vacancies on the Board of Directors and is responsible for elections at the Annual Business Meeting.

section 7: Secretary

The Secretary shall keep the minutes of the meetings of the Board of Directors and, see that all notices are duly given in accordance with the provisions of these Bylaws, ensure staff members keep corporate records, and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board.

section 8: treasurer

The Treasurer shall be responsible for and oversee all financial matters of the Corporation. The Treasurer shall ensure staff members properly receive and give receipts for moneys due and payable to the Corporation and deposit all such moneys in the name of the Corporation in appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board including but not limited to notifying membership of payment deadline for annual institutional membership and provide an annual financial review of SUNYRA’s finances with an assigned Regional Vice President.

section 9: Vice President for Information services

The Vice President for Information Services has primary responsibility for developing, enhancing, maintaining the SUNYRA website and databases. This may include but not limited to membership data, posting of conference information, listserv survey results, and vendor-related information if appropriate. He or she will coordinate and maintain membership for SUNYRA Listserv in cooperation with the Treasurer. They will also archive all SUNYRA official documents for historical reference.

section 10: past president

The Past President will be responsible for maintaining the historical records of the Association and will act as Parliamentarian at all meetings.

section 11: regional vice presidents

Regional Vice Presidents, in addition to bringing the interests/concerns of the institutions within their region to the Executive Committee, will serve as the committee chair on the committees designated by the Board of Directors.

section 12: resignation

Any director may resign at any time by giving written notice to the Chairperson/President of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chairperson/President of the Corporation.

section 13: removal

Any director may be removed from such office, with or without cause, by a two-thirds vote of the members at any regular or special meeting of the members called expressly for that purpose.

section 14: Vacancies

Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.

section 15: regular meetings

A regular annual meeting of the Board of Directors of the Corporation shall be held each year, at such time, day and place as shall be designated by the Board.

section 16: special meetings

Special meetings of the Board of Directors may be called at the direction of the Chairperson/President, the President, or by a majority of the voting directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.

section 17: notice

Notice of the time, day, and place of any meeting of the Board of Directors shall be given at least seven (7) days prior to the meeting and in the manner set forth in Section 2 of Article VII. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.

section 18: quorum

A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

section 19: Manner of acting

Except as otherwise expressly required by law, the Certificate of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.

section 20: Unanimous written consent in lieu of a meeting

The Board of Directors may take action without a meeting if written consent to the action is signed by all of the directors. Signed consents may be transmitted by e-mail, facsimile or any other electronic means.

section 21: Telephone meeting

Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.

section 22: conflicts of interest

(a) In the event any director has a conflict of interest that might properly impede such director’s fair and impartial participation in deliberations or decisions of the Board of Directors, such director shall inform the Board as to the circumstances of such conflict. If these circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate nonconfidential information which might inform its decisions. "Conflict of interest," as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.

(b) No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family, or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so notify the Board of Directors prior to deliberation on the matter in question, and the Board shall make the final determination as to whether such director has a conflict of interest in such matter. The minutes of the Board of Directors meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.

ARTICLE V - Committees

Section 1: committees of directors

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of at least one or more directors, which committees shall have and exercise the authority of the Board in the governance of the Corporation. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation.
1. Standing Committees (each lead by a Regional Vice President):
a. Forms and Conference Materials Committee
i. Responsible for developing, generating, and distributing all conference materials to members.
ii. Work with other Executive Board Members to ensure that materials are complete and accurate prior to distribution.
iii. Where appropriate, the coordinator will send materials to the Vice President for Information Systems for website posting.

b. Member Registration Committee:
i. Responsible for all conference registration activities including but not limited to:
ii. Collects all member registration forms and fees.
iii. Prepares conference name tags with appropriate annotations (e.g., vendor, speaker,1st time attendee
iv. Reminds and encourages all members to register.
v. Works throughout each academic year to contact non-participating schools to increase conference registrations and listserv participation.
vi. Creates conference attendee lists and conveys latest attendee information to the Vice President for Information Systems.
c. Site Committee:
i. Responsible for the smooth operation of each conference by handling the details including but not limited to:
ii. Developing a list of potential sites under the guidelines established by the Executive Board.
iii. Working with venue sales offices to determine room rates, meal charges and menus, conference rooms, AV equipment etc.
iv. Providing detailed cost information to the Executive Committee during the planning stage for future conferences.
v. Responsible for coordinating purchases of speaker gifts, take-a-ways, any appropriate decorations if deemed necessary.
d. Vendor Committee:
i. Responsible for all vendor related details including but not limited to:
ii. Develops contacts with vendors of interest to Registrars' Association members throughout the year.
iii. Working collaboratively with the Treasurer and Financial Liaison to confirm vendor registration and fee payment.
iv. Contacting vendors with conference dates, locations and agenda information.
v. Coordinating registration procedures with VP for Information Systems and Financial Liaison.
vi. Working collaboratively with the Site Coordinator and conference site for vendor set-up requirements
vii. Managing vendor presentation scheduling.
viii. Developing vendor conference documents.

Section 2: executive committee

Between meetings of the Board of Directors, ongoing oversight of the affairs of the Corporation may be conducted by an Executive Committee, the membership of which shall be as set forth in a resolution of the Board.

Section 3: other committees and task forces

The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.

section 4: term of office

Each member of a committee shall serve for two (2) years until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner dissolved.

section 5: vacancies

Vacancies in the membership of committees may be filled by the Chairperson/President of the Board.

section 6: rules

Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.

ARTICLE VI - Miscellaneous Provisions

Section 1: Fiscal year

The fiscal year of the Corporation shall end December 31st.

Section 2: Notice

Whenever under the provisions of these Bylaws notice is required to be given to a director, officer, or committee member, such notice shall be given in writing by first-class mail or overnight delivery service with postage prepaid to such person at his or her address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice may also be given by facsimile, electronic mail, or hand delivery, and will be deemed given when received.

ARTICLE VII - indemnification

Unless otherwise prohibited by law, the Corporation shall indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article. The Board of Directors may also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person's status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.

article viii - amendments to bylaws

Voting for amendments to the Bylaws can only take place at the Annual Business Meeting and requires a two-thirds majority vote of voting members present at the Annual Business Meeting. Proposed amendments to the Bylaws must be submitted to the Executive Board. The Board will discuss submissions and move proposed amendments forward to membership. The Vice President for Information Systems will post submissions to the SUNYRA website prior to the fall Annual Business Meeting. The proposed amendments to the Constitution must be distributed to member institutions 30 days prior to the Annual Business Meeting.