Meeting #8, August 5, 1999

Organizational Meeting Resolution of the Board of Directors of AACRAO

The below noted Directors of the American Association of Collegiate Registrars and Admissions Officers ("AACRAO"), a District of Columbia nonprofit corporation, do hereby adopt, pursuant to the District of Columbia Nonprofit Corporation Act, the following resolutions:

1. Organization: The Articles of Incorporation of AACRAO were duly filed with the District of Columbia Corporations Division on June 29, 1999. The District of Columbia Corporations Division, on June 29, 1999 issued a Certificate of Incorporation for AACRAO.

2. Bylaws: Pursuant to the District of Columbia Nonprofit corporation Act, Bylaws of the Corporation shall be adopted at the earliest practical opportunity, and the Corporation shall operate subject to the provisions of the District of Columbia Nonprofit Corporation Act until such time as said Bylaws are adopted, and also thereafter as necessary and appropriate.

3. Officers: The following persons are elected Officers of the Corporation, to serve as provided under the District of Columbia Nonprofit Corporation Act, and the Bylaws when adopted:

President:
William R. Haid
Registrar
University of Colorado at Boulder, CO

Past President:
Paul H. Anderson
Associate Dean and University Registrar
Furman University of South Carolina, SC

President-Elect:
Louise Lonabocker
Director of Student Services 
Boston College, MA

Vice President for Finance: (Corporate Secretary/Treasurer)
R. Eugene Schuster
University Registrar
The Ohio State University, OH

Vice President for Admission and Enrollment Management:
Paul F. Taylor
Dean for Student Affairs
Lexington Community College, KY

Vice President for International Education:
Johnny K. Johnson
Director of International Student Programs
Monterey Peninsula College, CA

Vice President for Registration, Records and Information Technology:
Valerie H. Mead
Registrar
Trinity University, TX
Vice President for Professional Development and Publications:
Heather C. Smith
Assistant Dean of Enrollment Services
Community College of Rhode Island, RI

Vice President for Association and Institutional Issues:
Thomas A. Bilger
Registrar and Director
Ball State University, IN

4. Membership: The membership of AACRAO is constituted as set forth in the Articles of Incorporation.

5. Depository Arrangements: The below-named financial institutions are hereby designated as the depositories of money and funds of the Corporation; and all of the money and funds of the Corporation shall hereafter be deposited in said institutions; such money and funds may be withdrawn only upon checks, orders, and drafts signed by those officers authorized in resolutions attached hereto, said resolutions being hereby approved and adopted as if set forth herein verbatim:

NationsBank
Riggs Bank

6. Management of the Assets and Liabilities of the Corporation: Pursuant to the provisions of the District of Columbia Nonprofit Corporation Act, and the Resolution adopted on June 17, 1999 by the Directors of the predecessor unincorporated association AACRAO, the Corporation hereby succeeds to control and management of all the funds and assets of the predecessor unincorporated association AACRAO, and accepts all the liabilities of said predecessor unincorporated association.

7. Operation of Corporation's Executive Office and Staff: The Corporation shall operate AACRAO's executive office, and employ executive professional staff, including AACRAO's Executive Director and Assistants thereto, under the same terms, conditions and policies as those of the predecessor unincorporated association AACRAO, until such time as said terms, conditions and policies may possibly be modified as appropriate by the Board of the Corporation. The Executive Director of AACRAO shall be responsible to the Board of the Corporation and shall take and is empowered to take, all steps necessary and appropriate for the management and operation of the Corporation subject to the direction of the Board of the Corporation.

8. The Board authorizes and directs the officers and Executive Director, to take all and every action, as necessary and appropriate, to deal with the Internal Revenue Service (IRS) in connection with the federal tax-exempt status of the nonprofit association under Internal Revenue Code Sec.501(c)(3).

9. The Board authorizes and directs the officers and Executive Director, to take all and every action, as necessary and appropriate, to deal with the District of Columbia Government in connection with the tax-exempt status of the nonprofit association in the District of Columbia.

Adopted

Dated: August 5, 1999

Meeting #11, December 9-12, 1999

Resolution on the Adoption of AACRAO Bylaws

Whereas, the American Association of Collegiate Registrars and Admissions Officers (AACRAO), founded in 1910, was an unincorporated entity; and

Whereas, the Board of Directors of AACRAO, acting on its fiduciary obligations to protect the Association and its members from financial liabilities inherent in the unincorporated status of AACRAO, successfully incorporated the Association on June 29, 1999; and

Whereas, the laws of the District of Columbia require the Bylaws of the incorporated Association to conform with certain requirements of the District of Columbia Nonprofit Corporation Act; and

Whereas the Board of Directors of AACRAO, seeking to ensure that any and all revisions to the Association's Bylaws conform to the wishes of the membership; requested the President to form an Incorporation Task Force to review and recommend changes to the AACRAO Bylaws; and

Whereas, an Incorporation Task Force was formed for the purpose of reviewing and recommending revisions to the AACRAO Bylaws; and

Whereas, the Incorporation Task Force, operating on the basis of consensus defined as unanimous agreement, successfully drafted new Bylaws in conformity with the provisions of the District of Columbia Nonprofit Corporation Act and recommended them for adoption by the Board of Directors of AACRAO;

Be it therefore resolved, That the Board of Directors of AACRAO adopt the following Bylaws with changes, until now referred to as Final Revision 5 (11/99), and hereafter to be referred to as Bylaws adopted by the AACRAO Board of Directors (12/99), as the new Bylaws of the Association.

Be it further resolved, That this resolution be transmitted to the membership of AACRAO for their approval at the Association's Annual Meeting in April 2000.

Meeting #2, February 20-21, 2000

Nonvoting Membership Categories

The membership committee moved that the following Board Resolution on Nonvoting Membership Categories be adopted, effective Membership Year 2000-2001. 
2000.02.2 M/S/P [Lonabocker/Smith. 9/0]

Retired or Student

Retired membership is open to individuals who have worked in the professions represented by AACRAO, served the Association and are currently retired. Student membership is open to graduate students at AACRAO member institutions. Student members must be recommended for membership by an active AACRAO voting member. Retired and student members shall pay an annual per member fee equivalent to one-half of the voting member fee.

High School

High School membership is open to a registrar, counselor, or other personnel at a secondary school who would benefit from AACRAO membership. High school members shall pay an annual per member fee equivalent to the voting member fee.

Honorary

Honorary members are those individuals who, no longer eligible to be voting members but with records of significant service in the Association, are recommended by the Honorary Membership and Awards Committee and are selected by the Board of Directors. Honorary members shall be excused from all AACRAO annual membership and Annual Meeting registration fees.

International

International individual membership is open to personnel at international secondary and postsecondary institutions outside North America who would benefit from AACRAO membership. International members shall pay annual per member fee equivalent to the voting member fee.

Affiliate

Affiliate membership is open to state-licensed postsecondary institutions that are ineligible for regular voting institutional membership. These institutions shall pay annual fees in such amount and for such number of individual members as those paid by voting institutional members.

Corporate Partners

Corporate partnerships are available to individuals or organizations, whether for profit or non-profit, that provide products and services that assist or benefit the needs or purposes of AACRAO members. In order to assist individuals and small companies, entities with gross revenues of $200,000 or less are assessed a substantially lower dues level. Each entity in the corporate category may designate one key representative to receive all mailings, and can designate additional representatives for a fee equivalent to the voting member fee.

Dues Schedule:

$350 Corporations and organizations with gross revenue less than $200,000 
$2000 Corporations and organizations with gross revenue between $200,000 and $500 million.
$3000 Corporations and organizations with gross revenue greater than $500 million.

Organizational Partners

Organizational partnerships are available to public sector and private non-profit associations whose interests are closely aligned to AACRAO. State higher education coordinating boards, other higher education associations, accrediting bodies and international ministries of education all fit under this partnership category. Each organization designates one key representative to receive all mailings, and can designate additional representatives for a fee equivalent to the voting member fee.

Dues Schedule

$500 Non-profit associations of which AACRAO is not a member* and Public Sector Agencies

*Organizations to which AACRAO pays membership dues and wish to become AACRAO members will have their AACRAO dues assessed at the equivalent price to the annual dues paid by AACRAO to that organization. All other organizations shall pay dues under the Organizational Partners dues schedule.

Meeting #9, December 10-12, 2000

AACRAO Logo and Name

WHEREAS the AACRAO name and logo ("the Marks") have been registered as service marks by the Association for the benefit of all its members, and

WHEREAS protection of the Association's rights to the Marks depends upon ensuring the Marks are used only with the permission of the Association, and

WHEREAS the Board is charged under the Bylaws of the Association with responsibility for managing all of the Association's financial resources and assets, and

WHEREAS the Bylaws also provide that the Board members act as representatives of the members and are responsible for enhancing the Association's public standing,

THEREFORE, BE IT RESOLVED that permitted uses of the Marks other than in communications exclusively between or among voting members shall be only such uses as have been approved in writing by the Board or by the Executive Director, pursuant to authority delegated to him by the Board, and

BE IT FURTHER RESOLVED that approval of a use by any member of the Association shall not be unreasonably withheld where such member has applied to the Board or the Executive Director for permission to use the Marks in connection with official Association activities, and

BE IT FURTHER RESOLVED that communications by the Board's members, by members of the Association, by staff or by any other individual invoking the Association's name or logo shall not be considered to reflect the official position of the organization unless they have been reviewed in advance by the Board; or, acting on the basis of authority delegated to them by the Board, by a committee, individual member or staff member, and

BE IT FURTHER RESOLVED that members shall direct their written requests to the Executive Director in order to obtain prior clearance for communications so that they can be treated as official communications from the Association.