ICAA | Independent College Advancement Associates

ICAA Constitution & Bylaws

ARTICLE I. NAME

Section 1. Officially organized in 1958 as the Independent College Alumni Association of Ohio, the name of the organization was changed in 1980 to the Independent College Advancement Associates (ICAA).

ARTICLE II. MISSION STATEMENT

Section 1. The mission of ICAA is to enhance the professional development of it members and their understanding of issues facing private higher education and institutional advancement.

ARTICLE III. OBJECTIVES

Section 1. To facilitate interaction among professionals in the multifaceted areas of institutional advancement in higher education.

Section 2. To plan and host meetings, seminars, and conferences in order to facilitate and share information on developing trends and technology, assessment and evaluation, and management of institutional advancement.

Section 3. To engage in activities of mutual benefit to member institutions and the professionals of institutional advancement.

ARTICLE IV. MEMBERSHIP

Section 1. Membership in the organization is open to:

Independent colleges, universities, and seminaries.
Like institutions as approved by the Executive Committee.
Individuals who are in the field of institutional advancement or higher education as approved by the Executive Committee.

Section 2. To be a member, colleges, universities and individual members shall agree:

To abide by this Constitution and Bylaws, and the actions of the Executive Committee.
To pay the dues or assessments as agreed upon by the Executive Committee each year.

Section 3. Each institution shall designate its members. Any number of members may be designated.

ARTICLE V. ORGANIZATION

Section 1: Structure The President, President-elect, Immediate Past President, Secretary, Treasurer, and six Members-At-Large shall be voting members of the Executive Committee. The President will appoint one Emeriti Committee Member who will not have voting rights. All appointments should reflect the diverse professional backgrounds of the organization.

Section 2: Officers The officers shall consist of a President, President-elect, Immediate Past President, Secretary, and Treasurer.

Section 3: Elections and Appointments The Executive Committee shall endorse a single slate including officers and members-at-large. Members at the annual meeting of the Association will elect the slate as presented by the President. Additional nominations may be made from the floor of the annual meeting. Individuals appointed to fill unexpired terms will be eligible to serve a complete term following the completion of the unexpired term.

Section 4: Terms of Office The term of office for officers shall be for one year. The term of office shall be three years for the at-large member positions beginning September 1. When a member-at-large assumes an officer role their member-at-large term is considered complete. The Treasurer and Secretary may be re-elected for additional terms. Appointments to fill unexpired terms will be made by the President.

Section 5: Powers The 11 voting members of the Executive Committee shall act for ICAA between meetings of the latter. Such actions shall be reported for approval at the next meeting of the Association.

The President shall preside at all meetings, whenever possible, and perform the customary duties of the office, including preparing an annual operating budget to be approved by the Executive Committee. The President may invite other members, such as those involved with the planning of events or meetings, to attend Executive Committee meetings.

President

Schedule and preside at all Executive Committee meetings
Set Executive Committee meeting agendas
Work in partnership with the Executive Committee to make sure annual goals and objectives are carried out and incorporated into the work as well as programs, in alignment with the strategic mission and vision of the organization
Call special meetings, if necessary
Appoint outstanding individuals to fill short-term vacancies on the Executive Committee
Work with the Executive Committee to recruit new Executive Committee members
Coordinate the work of the officers and Members-At-Large
Upon leaving office, transfer all records in current condition to the successor
Oversee the development of the slate of officers for the following year, including the official vote

The President-elect and Immediate Past President shall assist the President and shall assume the duties and responsibilities of the President in his or her absence, inability to serve, or at the request of the President.

President-Elect

Learn and understand the operations of the organization
Understand the responsibilities of the President and be able to perform these duties in their absence
Strategically engage more members in volunteer and leadership positions

Immediate Past President

Assist the President and President-Elect, as needed
Participate as a vital part of the Executive Committee leadership
Call for applications for ICAA Annual Awards and oversee the award selection process
Following the vote on the slate of officers for the following year, ensure that a thoughtful transition is put in place for all new Executive Committee members

The Secretary shall keep all the minutes and records of this organization including the annual preparations and publications of the membership directory and assume all the usual duties of the office.

Secretary

Record and distribute all official communication of the organization
Record voting results
Maintain and manage the safety and accuracy of all Executive Committee and organizational records and historical data
Maintain an organized, electronic record of all official ICAA business on the organization’s shared drive
Preserve and safeguard the historical archive (physical files) from past eras
Take minutes at Executive Committee meetings and send to President and Executive Committee. Administrate edits and seek approval from President
At the direction of the President, disseminate reports, minutes, agendas, and information to Executive Committee members in advance of Executive Committee meetings

The Treasurer shall mail statements on dues and accounts, receive and record payments, and report on finances to the Executive Committee ICAA.

Treasurer

Provide timely and accurate financial reports
Prior to the Executive Committee meeting, review the monthly balance sheet and income statements and reconcile the bank statement with deposits/withdrawals
Responsible for writing checks, creating and distributing invoices, and making deposits
Understand financial accounting for nonprofit organizations
Work with the President to provide budget oversight for all programs and events to ensure that appropriate financial reports are made available to the Executive Committee on a timely basis
Present the annual expenses to Executive Committee for review and approval by the designated deadline
Work with the Chair(s) of the Summer Conference Committee to ensure appropriate fiscal responsibility of the Summer Conference
Work with the appropriate professional individuals or firms to prepare reports for ICAA’s taxes and not-for-profit status
Oversee investment funds
Meet all appropriate financially related deadlines

Member-at-Large

Understand your role in being entrusted with the oversight of the organization
Recruit new members and retain existing member institutions
Assist with various functions of the Executive Committee based on personal experiences, such as (but not limited to):
- Managing the membership database
- Collecting membership dues
- Managing website content
- Writing ICAA communications and social media posts
- Plan, host, and recruit speakers and content for events

Emeriti Committee Member

Serve as an ex-officio member who has previously been a member of the Executive Committee
Serve as an advisory role that maintains ties to the past executive members to inform current activities
Non-voting member of the Executive Committee, to help provide continuity of leadership
Appointed by the ICAA President
Limit of one year term with the opportunity to renew for one additional year

Summer Conference Chair

Oversee all ICAA Summer Conference committees and Summer Conference activities
Develop the Summer Conference budget and submit all appropriate reports to the President, Treasurer, and Executive Committee
Responsible for making all of the necessary arrangements for Summer Conference facilities including but not limited to: location, room rates, contracts, registration location, vendor space, and meeting rooms
Coordinates all arrangements for Summer Conference meals, parking, and identifying keynote and program presenters with the Educational Program Chair
Determine general details of the program with the Educational Programs Chair and others as appropriate
Serve as the liaison with the hotel/college/university/development/institutional advancement personnel, if applicable
Maintain regular contact with the President, Treasurer, and Executive Committee
Work with the ICAA webmaster and Registration Chair to set up online registration
Serve as “information central” and chief troubleshooter at the conference
Schedule and attend all regional meetings and conference calls
Coordinate work of all other conference volunteers
Prepare a final report with recommendations for next year’s conference chair
Write thank you notes to all appropriate people
Appointed by the ICAA President

ARTICLE VI. COMMITTEES

Section 1: Responsibilities of the Executive Committee

Approve and monitor policies affecting such areas as ICAA's tangible and intangible assets, organizational structure, strategic direction, program priorities, and reputation
Support the President to ensure that they lead the organization effectively
Ensure that ICAA's financial and other assets are invested, audited, monitored, and protected on behalf of its members in accordance with all applicable laws and regulations, as well as, generally accepted accounting and auditing practices
Set annual membership dues and other institutional and individual assessments as may be necessary
Ensure that ICAA's revenue sources are adequate to support its mission and purposes
Ensure that progress on goals is monitored
Help communicate and interpret ICAA policies to members and others and communicate member views to the Executive Committee
Responsible for the creation, implementation, and success of programming in support of the membership.

Section 2: Responsibilities of Individual Executive Committee Members

Prepare for and actively participate in all Executive Committee meetings and programs. Three consecutive absences from Executive Committee meetings requires a conversation with the President of ICAA.
Be an active member of ICAA, through their institution or as an individual
Understand the mission, traditions, and values of ICAA—a sense of its history and evolution
Understand the responsibilities of the Executive Committee as a corporate, fiduciary body
Understand how your responsibilities as an individual complement but differ from those of other Executive Committee members.
Become familiar with all aspects of ICAA's revenue and expense structure, member activities, strategic goals, membership, and core policies and practices. Seek opportunities to grow revenues and minimize expenses to support member needs, programs, and services. Be alert to opportunities to secure corporate, foundation grants for special projects and needs—provided that this activity does not create a conflict of interest.
Strive to keep informed of key trends, issues and developments in advancement that may affect ICAA's mission, work, policies, practices and strategic priorities
Serve with distinction and selflessness that brings credit to ICAA at all times
Maintain confidentiality on matters that might affect ICAA's integrity and standing or the privacy rights of individuals
Be alert to advancement professionals who can contribute substantially to ICAA's mission, to the Executive Committee's work, or to ICAA in other ways and call them to the attention of appropriate individuals
Welcome opportunities to assess your individual performance as an Executive Committee member and seek regular feedback from colleagues
Respect and acknowledge divergent opinions; be an active listener and know when it is time to lead and time to follow
Provide regular feedback to ICAA leadership on the effectiveness of Executive Committee meetings. Suggest possible topics and issues for meeting agendas
Promote ICAA at every appropriate opportunity
Interpret and communicate ICAA policies and Executive Committee decisions to the membership and other interested parties when necessary or possible
Communicate and interpret members' views, ideas or concerns to ICAA leadership
Conscientiously adhere to ICAA's conflict of interest and disclosure policy.

ARTICLE VII. MEETINGS

Section 1. ICAA shall meet at least annually, at the call of the President, or upon a petition of any five institutional members. Notices of all meetings shall be distributed to all members of ICAA.

Section 2. Any number of representatives from member institutions may attend any ICAA meeting.

Section 3. The Executive Committee shall meet bi-monthly. Additional meetings shall be held by the call of the President.

Section 4. The President may call other meetings as in their judgment necessary.

ARTICLE VIII. QUORUM

Section 1. The minimum number of members, in order to constitute a quorum, will be more than 50% of the Executive Committee.

ARTICLE IX. VOTING

Section 1. Approval of ICAA business items will require a majority vote by members present when the quorum is met.

ARTICLE X. FISCAL YEAR

Section 1. The fiscal year of this organization shall be September 1st to August 31st.

ARTICLE XI. AMENDMENT OF CONSTITUTION

Section 1. This constitution may be amended by a majority affirmative vote of the member institutions in attendance at the annual meeting. Voting on proposed changes may be accomplished by a call of the President or at the annual meeting. In either case, proposed changes will be distributed to the membership in advance of the vote.

Revised June 16, 1993; August 16, 2002; August 3, 2018, July 28, 2022.

Conflict of Interest Policy of Independent College Advancement Associates

Article I. PURPOSE

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (ICAA) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II. DEFINITIONS

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
A compensation arrangement with the Organization or with any entity or individual with which the Organization has a

transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III. PROCEDURES

1. 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.

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.

3. Procedures for Addressing the Conflict 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.
After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
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 Organization’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.

4. Violations of the Conflicts of Interest Policy

If the 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 an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV. RECORDS OF PROCEEDINGS

The minutes of the governing board and all committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V. COMPENSATION

A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI. ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII. PERIODIC REVIEWS

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Article VIII. USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Adopted March 27, 2015

Governing Documents