Constitution and Bylaws

Revised: September 11, 2002

Constitution
Article I: Name
The name of this organization shall be the Tennessee Association for Institutional Research, also referred to as TENNAIR.

Article II: Purpose
The major purpose of the Association shall be to provide for the following: (a) the fostering of cooperation among persons having interests and activities related to institutional research in postsecondary education institutions in Tennessee, (b) the dissemination of information and the interchange of ideas about methods, processes, and problems of common interest to institutional researchers, and (c) the continued professional development of individuals engaged in institutional research. The Association shall be a not-for-profit entity.
The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501 (c) (3) of the Internal Revenue Code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persona, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article III: Membership
Section 1:
Membership in the Association and election to any office or appointment to any committee shall not be based on race, ethnic origin, sex, age, or religious conviction.

Section 2:
To be eligible for membership, a person must (a) be actively engaged in research leading to the improved understanding, planning, and operation of institutions of postsecondary education or (b) be interested in the methods and results of institutional research in Tennessee.

Section 3:
To retain membership, a person must pay the registration fee for the annual conference or pay the annual membership fee.

Article IV: Officers
Section 1: The Officers of the Association shall consist of the President, the Vice President, the Treasurer, the Secretary, and the immediate Past President.

Section 2:
President. The President shall chair the Executive Committee and preside at the business meetings of the Association. The President or his/her designee shall be the official representative of the Association in relations with other professional and educational organizations, foundations, and governmental agencies. The President shall be empowered to establish such committees as deemed necessary for the welfare of the Association, and the President shall be responsible for appointment of the committee members unless otherwise stated in this Constitution or the Bylaws. The President shall be responsible for (a) formulating and implementing policy and (b) any other duties necessary to assist the Association in achieving its purpose.

Section 3:
Vice President. The Vice President shall chair the Program Committee, which develops the program for the annual conference. The Vice President shall perform the duties of the President when the latter is unable to perform those duties. The Vice President is the President-Elect and shall succeed to the office of President.

Section 4:
Treasurer. The Treasurer shall be responsible for the receipt and disbursement of all funds of the Association and for the establishment and maintenance of appropriate records of all fiscal transactions. The Treasurer shall be responsible for preparing (a) an annual budget for consideration by the Executive Committee and (b) the annual fiscal report to be presented at the annual business meeting. The Treasurer shall ensure that all expenditures are within the approved budget and have been properly incurred under the policies of the Association. The Treasurer shall be responsible for the collection of membership fees and conference registration fees and shall serve as an ex-officio member of the Program Committee.

Section 5:
Secretary. The Secretary shall be responsible for (a) maintaining the listing of members of the Association, (b) keeping the minutes of the Executive Committee meetings and of the annual and any special business meetings, (c) printing and distributing notices and mailings of the Association, (d) printing and distributing copies of changes and amendments to the Constitution and Bylaws, (e) maintaining historical records of the activities of the Association, and (f) serving as an ex-officio member of the Program Committee.

Section 6:
Past President. The immediate Past President shall serve in an advisory capacity to the President and the other officers of the Association. The immediate Past President shall be a voting member of the Executive Committee.

Section 7:
Terms of office. The Vice President shall be elected to a three-year term, serving the first year as Vice President, the second year as President, and the third year as Past President. The terms of office for the Treasurer and the Secretary shall be for two years and shall not start in the same year. Each newly elected officer shall assume office at the close of the annual business meeting following the announcement of his or her election and remain in office until a successor takes office. The outgoing Treasurer shall be responsible for reconciling the financial records of the fiscal year and shall transfer responsibility to the newly elected Treasurer within forty-five days of the annual business meeting.

Article V: Executive Committee
Section 1:
The Executive Committee shall be comprised of the officers in Article IV.

Section 2:
The Executive Committee shall conduct the general affairs of the Association.

Article VI: Meetings
The annual business meeting of the Association shall be held in conjunction with the annual conference.

Article VII: Elections
Section 1:
Voting shall take place at the annual conference or through mail ballot.

Section 2:
Officers shall be elected by a majority of the members who vote in the election.

Article VIII: Vacancies
The Executive Committee shall have the authority to fill a vacancy by appointing a member to fill an unexpired term of office. If the elected President resigns, the Vice President completes the year as President and is also the President the following year as specified in Article IV, Section 6. In such a situation or if the office of Vice President becomes vacant for other reasons, the Executive Committee may appoint a person to complete the term of the Vice President. A person appointed as Vice President will not succeed to the office of President but is eligible to become a candidate for the office of Vice President. Whenever a Vice President resigns and the position is filled by appointment, both the President and the Vice President for the following year must be elected. Persons appointed to the position of Treasurer or Secretary will complete the two-year term of office and will be eligible to succeed themselves and to serve a full elective term of office, as provided in the Constitution.

Article IX: Quorum
Section 1:
Fifteen members of the Association shall constitute a quorum at the annual business meeting.

Section 2:
A quorum at any meeting of the Executive Committee shall consist of a simple majority of the Executive Committee members.

Article X: Amendments
Section 1:
The Constitution may be amended through vote of the members at the annual business meeting or at any time by mail ballot, provided that the proposed amendment has been submitted in written form to the Secretary and circulated to the entire membership at least thirty days before the voting.

Section 2:
Amendments may be proposed by any of the following means:
a. By action of the Executive Committee.
b. By petition signed by ten members of the Association and filed with the Secretary.

Section 3.
An affirmative vote of two thirds of the members voting shall be required for the adoption of the amendment.

Section 4:
A change to the Constitution shall become effective immediately after approval or as stated in the change.

Article XI: Bylaws
Section 1:
The Association shall, for the conduct of its affairs, adopt bylaws that are consistent with this Constitution.

Section 2:
Changes to the Bylaws may be made through vote of the members at the annual business meeting or at any time by mail ballot, provided that the proposed change has been submitted in written form to the Secretary and circulated to the entire membership at least thirty days before the voting.

Section 3:
Changes to the Bylaws may be proposed by any of the following means:
a. By action of the Executive Committee.
b. By petition signed by ten members of the Association and filed with the Secretary.

Section 4:
An affirmative vote of the majority of the members voting shall be required for the adoption of a change to the Bylaws.

Section 5:
A change to the Bylaws shall become effective immediately after approval or as stated in the change.

Article XII: Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Bylaws
Section 1:
Annual Conference

The annual conference of the Association shall be held each year at a site and date determined by the Executive Committee.


Section 2:
Calendar
a. The fiscal year of the Association shall begin September 1 and end August 31.

b. The membership year of the Association shall begin September 1 and end August 31.


Section 3:
Fees
a. A registration fee shall be assessed to all who register for the annual conference each year. This fee shall include an annual membership fee.

b. A membership fee will be assessed to anyone who does not pay the registration fee but wishes to be a member of the Association.

c. The fee structure shall be established by the Executive Committee.

Section 4:
Procedure
Meetings of the Association shall be conducted according to Robert's Rules of Order when applicable except when explicitly required to be otherwise by the Constitution or Bylaws.

Section 5:
Committees and Appointments
a. The Program Committee shall be appointed by the Vice President, in consultation with the President. The Vice President shall chair the committee, and the Treasurer and Secretary shall be ex-officio members.

b. The Nominating Committee shall consist of the immediate Past President, who shall be the Chair, and three additional members appointed by the President. The appointment of each member of the Nominating Committee shall be for one year or until a replacement is made. The Nominating Committee shall prepare and report to the Executive Committee a slate of at least one candidate for each of the offices for which the election is to be held.