Bylaws
BYLAWS
Bylaws for the regulation of
NATIONAL
ASSOCIATION OF INSTITUTIONS
FOR MILITARY
EDUCATION SERVICES
(NAIMES)
Revised September 19, 2016
Revised January 24, 2019
Revised March 12, 2020
ARTICLE 1
OFFICES
Section 1. The principal office for the
transaction of the business of NAIMES shall be housed at the campus at which
the President of NAIMES is employed. The
President has full power and authority to change said principal office from one
location to another.
ARTICLE II
THE MEMBERS
Section
1. Membership in this organization shall be by
invitation, in accordance with membership criteria, and shall have been
approved for membership by a majority of the member institutions.
Membership criteria are the following: (1) sign
the DoD MOU; (2) provide the institutional diversity needed to fulfill the
NAIMES mission.
Section
2. Only institutional
membership shall be issued. Full
membership shall be
Types
of issued to those
institutions meeting all requirements set forth in Section 1.
Membership
Section 3. Each member institution’s
vote shall count as one vote. An appropriate
Voting official of each
institution will designate the institution’s voting
Representation representative (called the Representative). If the Representative is unable to attend a
meeting, the Representative, or other appropriate official of the institution,
may designate a substitute representative.
Such designation must be in writing.
Institutional members serving as NAIMES officers will automatically be
designated as the Representative for their institution.
An
institution will have no more than one officer serving at a time
Section 4.
Electronic The membership can, through
its Representatives, vote on issues either
Voting during a scheduled
meeting or electronically, as designated by the President. The President will send notification to all
Representatives of
an upcoming
electronic meeting and its purpose at least 30 days prior to meeting date. This
notification will include the issues to be discussed and any items up for
vote. Items for vote will require a
motion and a second at the time of the meeting.
Once a motion has been seconded, the President shall start a discussion
period which shall be open for a specific number of business days as determined
by the President, usually two to five.
More time can be added to the discussion period by the President, if
deemed necessary. At the end of the
discussion period, if the item has not been tabled, the President shall call
the question and specify the voting period, generally 1 to 3 business
days. Each institutional Representative shall
send his or her vote to the President and to the Secretary. The Secretary will shall tally the votes and
announce the results along with a list showing the vote of each Representative. Once the voting results are announced, the
President shall declare the meeting adjourned.
A written record of the vote shall be recorded in the minutes of the
meeting which will include the date of the meeting and its purpose, the announcement
containing the motion/second, announcements containing discussion and the call
to question, as well as the notification of results of the vote and the tally.
Section
5.
An institution shall
have been elected to membership by an affirmative
Election to vote of a majority of the
membership. Membership dues shall be due on
Membership June 30 of the next
year following acceptance.
Section 6. Each member institution will
designate a representative. All
Representative communication will be directed to
the Representative. At least 1 member from an institution must attend 1 annual
meeting and 6 coffee chats in a two-calendar-year period. The member in
attendance does not have to be the designated Representative. A member
institution cannot miss two consecutive annual meetings. The NAIMES meeting
during the CCME symposium will be counted toward a coffee chat.
Section 7. Each institution must actively participate on at least one of the committees formed within NAIMES.
ARTICLE III
FORFEITURE OF MEMBERSHIP
Section 1. An institution may have its
membership forfeited if its dues are not paid
Nonpayment each year by June 30.
of dues
Section 2 Any institution may be
removed from membership by a two-thirds vote
Removal for conduct, policies, or
procedures deemed detrimental to this
For conduct organization, or to the
maintenance or furtherance of military education. Such institution shall first have been served
with a written notice of the complaint against the member at least 30 days
prior to a proposal for removal, thus providing the institution an opportunity
to produce witnesses and evidence, if any, and to be heard by the
Representatives taking the vote. A
complaint may be submitted to the President by any member. A ballot to remove from membership may be
mailed to the membership.
Section 3 Revocation for cause of the
DoD MOU
Section 4 Lack of Representation or
Participation in NAIMES organized meetings or committees. The Membership Committee Chairperson will
monitor annual attendance and committee participation and provide a report to the
President each December. Not later than January 30 of the following year, the
president will provide written notification to those institutions failing to
meet attendance progress over the previous calendar year that the institution’s
membership is subject to forfeiture if attendance requirements are not met
within the current calendar year. Any institution failing to meet attendance
requirements within the following 12 months (calendar year) will be submitted
for consideration of forfeiture of membership in accordance with Article III,
Section 2. Active committee participation is determined by the committee
chairperson and reported to the Membership Committee by December 15 for the
previous 12 months.
ARTICLE IV
FISCAL YEAR
The
fiscal year of this organization shall be the same as the calendar year.
ARTICLE V
DUES
Section 1. The annual dues for each
member institution shall be set by the membership.
Section 2. Statements for dues for the
year shall be mailed by the Treasurer during
Billing the month of
January. Those members who have not paid
their dues by
Procedure April 30th shall
be notified of the delinquency by the Treasurer.
Section 3.
Assessments Increases in membership dues
shall be made at the discretion of the general membership.
ARTICLE VI
MEETINGS OF MEMBERSHIP
Section 1. The regular meetings of the
membership of this organization shall be held
Regular Meetings at times and places designated by the
membership. Special meetings may be
called by the President. Regular
meetings may be attended by individuals invited by the membership.
Section 2. Executive sessions may be
called by the presiding officer in connection
Executive with regular or special
meetings. Only the Representatives, (one
per
Sessions institution) will attend
these meetings.
Section 3. Special meetings of the
membership of NAIMES may be called by the
Special Meetings President provided that the
Representatives are notified as to the date and place and reason for call of
such special meetings.
Section 4. At special meetings no
business may be transacted other than that for
Limitation on which the special meeting was
called.
Special meetings
Section 5. A quorum is a simple
majority of the membership. At all
meetings
Quorum of the membership of this
organization a simple majority vote of the quorum present and voting shall
decide all issues except amendments to the Bylaws.
Section 6. The President or the Vice
President shall preside at all regular or Special
Chairman meetings. In the absence of the President or Vice
President, the Immediate Past President will preside. In the absence of the President, Vice
President or the Immediate Past President the Secretary will preside and when
the President, Vice President, Immediate Past President and Secretary are
absent, the duty falls to the Treasurer.
Should all officers be absent at a given meeting, the remaining
membership present shall elect a chairman pro temp to conduct the business of
the meeting.
ARTICLE VII
OFFICERS
Section 1. The officers of this
organization shall be a President, Vice President,
Officers Immediate Past President,
Secretary and Treasurer.
Section 2. The membership of this organization
is as stated in these Bylaws.
Membership
ARTICLE VIII
DUTIES AND POWERS
Section 1. Subject to limitation of
Bylaws and to the duties of the elected officials, all
General powers shall be exercised
by or under the authority of, and the affairs of the organization shall be
controlled by the membership.
Section 2. Without prejudice to such
general power, but subject to the same
Expressed limitations, it is hereby
expressly declared that the membership shall have the following powers, to wit:
FIRST: To select and remove all agents and
employees of the organization, prescribe such powers and duties for them as may
not be inconsistent with the law and with these Bylaws, fix their compensation
and require from them security for faithful service.
SECOND: To conduct, manage and control the
affairs of the organization, and to make such rules and regulations therefore
not inconsistent with law, with these Bylaws, as they deem best.
Section
3. When any member has been
absent from any meetings an entry in the
Entry
of Notice minutes to the effect
that a notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such meeting was given as required by the Bylaws of
the organization.
ARTICLE IX
DUTIES OF OFFICERS
Section 1. The President shall be the
executive head of the organization and, when
President present shall preside at
all meetings of the membership. The
president may appoint committees, and by virtue of the office, shall be a
member ex-officio of all committees. The
President shall represent, or appoint representation, to external organizations
and shall appoint the chairman and members of all standing and ad hoc
committees. The President shall keep the
membership fully informed of the affairs of the organization and shall consult
with the membership when necessary, concerning the business of the organization
and its activities.
Section 2. The Vice President shall
have all duties assigned by the President and
Vice President acts as presiding officer in the
Presidents absence. The Vice President
President Elect shall serve as President Elect and
will succeed to the Presidency. The Vice President will plan, organize, and
coordinate the annual and mid-year membership meetings.
Section 3. The Immediate Past President
shall have all duties assigned by the
Immediate Past President. The Immediate Past President shall be
responsible for ensuring
President bylaws are current and
reviewed annually. Chair the polices and
issues committee and act as the Historian.
Section 4. The Secretary shall be
charged with secretarial duties in connection with
Secretary the affairs of the
organization, such duties to include the recording of minutes of the meetings
and handling of correspondence. In
addition, the Secretary shall perform such other duties as may be delegated or
directed by the President provided that such duties are not in conflict with
the provisions of these Bylaws.
Section 5. The Treasurer shall be
charged with the custody of the funds of the
Treasurer organization and their
proper disbursement under such rules as may be prescribed by the membership in
conformity with these Bylaws. The
Treasurer shall deposit all money received in the name of the organization in a
federally insured financial institution.
The Treasurer shall be the disbursing officer of the organization and
shall keep all records and accounts of the finances of the organization. The Treasurer shall have the ability to
receive monies for dues. The President
is authorized to expend up to $600 per fiscal year without membership approval,
these expenses to be reported to the members at the next regularly scheduled
meeting. No other monies will be expended without the approval of the
membership. The Treasurer shall produce
the bank accounts and records for inspection or audit when called upon by the
officers. Yearly, the Treasurer must see
that a financial institution signature card contains the signature of the
Treasurer plus the other three elected officers. At the termination of the Treasurer’s term of
office, the Treasurer shall turn over to his/her successor, all funds, records,
papers, books and documents and all other property of the organization which
may have come into his/her possession or may have been compiled or created
during his/her term of office. The
written receipt of the incoming Treasurer of such documents and records shall
constitute an audit of the previous Treasurer’s trusteeship.
ARTICLE X
NOMINATIONS AND ELECTIONS
Section 1. A Nominations and Elections
Committee shall present a slate of nominees
Committee for each elected office. Any member may make nominations to the
Nominations and Elections Committee. No
member may be a candidate for more than one office and the nominee must consent
to be a candidate.
Section 2. Officers shall be elected at
the regular meeting held nearest the end of the
Elections calendar year. Nominations may be made from the floor.
Section 3. All board positions, to
include the President, Vice-President, Immediate Past President, Secretary, and
Treasurer shall serve
Period of
Service two-year terms.
Section
4. All officers and
committee members, at the expiration of their terms of
Transfer of office or appointment shall
turn over to their successors, all records and
Records properties of the
organization that may be in their possession.
Section 5. Any officer may be removed
by a vote of a majority of the membership of
Removal and the organization, provided that
notice of intention to move for the
Resignation removal of one or more officers
of the organization shall have been delivered to the Secretary, and to the
officer or officers to be named in the motion, of at least thirty days prior to
a regular meeting of the membership of the organization, at which meeting said
motion will be made. Whereupon the
Secretary will include a statement in the notice of said regular meeting, to
the effect that a motion will be made for the removal of an officer or officers
of the organization at said meeting. Any
officer may resign at any time by giving written notice to the President or
Secretary of the organization. Any such
resignation shall take effect at the date of the receipt of such notice, or at
any later time specified thereon. The
acceptance of such resignation shall not be necessary to make it effective.
Section
6. A
vacancy in any office, except Vice President, shall be filled by Vacancies appointment by the
President. A vacant Vice President
position
will be filled by
a special election.
ARTICLE XI
COMMITTEES
Section 1. The President, upon the
advice of the membership, shall appoint the
Standing following Standing
Committees:
Committees 1) A Nominations
and Elections Committee whose duties are provided in Article X, Section 1 of
these Bylaws. Said committee to be
comprised of no less than three (3) members not currently seated as officers.
2) A Membership
Committee whose duties are to propose institutions for invitation to
membership, as provided in Article II, Section 1 of these Bylaws. Said committee to be comprised of no fewer
than five (5) members not currently seated as officers. The Membership Committee shall meet annually
at regularly scheduled NAIMES meeting, or electronic meeting, to evaluate the
composition of institutional membership.
Said committee shall report to membership every three (3) years at
regular meeting, or as needed, on the status of membership composition and
recommended removal or addition of institutions if needed as outlined in
Article II, THE MEMBERS, Section 1.
3) A Scholarship
Committee whose duties are to implement a scholarship award program, including
the establishment of criteria and procedures and the selection of scholarship
winners. Said committee to be comprised
of no fewer than five (5) members.
4) A Policies and
Issues Committee chaired by the Immediate Past President to review current and
emerging issues and events on behalf of the membership and to make
recommendations of policy statements and White Papers. Said Committee to be composed of no fewer
than three (3) members.
5) A Strategic
Plan Committee whose duties are to guide the organization’s strategic
priorities that is keeping with the NAIMES’ Vision and Mission Statements and
to conduct an overview of the current Plan on an as-needed basis but at a
minimum, every two years. The Committee is
comprised of no fewer than five (5) members.
6) An Annual
Report Committee whose duties are to draft the organization’s Annual Report
based on the activities of the NAIMES membership throughout the calendar
year. The draft Annual Report is to be
presented to the NAIMES’ President for approval of previous year activities no later
than December 31st of each year. Said
committee to be composed of new fewer than four (4) members.
Section
2. Membership of
special or standing committees will be appointed by the
Special President as may be
needed or as may be directed by the membership.
Committees
Section
3 Any member of a committee
may be removed at the discretion of the Removal President
except committee members appointed by the membership.
Section
4. A majority of each committee
shall constitute a quorum thereof.
Quorum
Section
5. Activities of
committees shall not be inconsistent in their purposes with Activities the objectives of this
organization.
Section
6. Special Task Forces may be
appointed by the President to augment Special Task committees.
Forces
ARTICLE XII
AFFILIATION AND LIAISON
Section
1. This organization may
affiliate with other organizations whose objectives
Affiliation shall be consistent with
those of this organization, provided that two-thirds majority of the members
vote to concur in the proposed affiliation and accept the conditions of
affiliation with other organizations, and the President shall present such
terms and conditions by written resolution to a regular meeting of the
membership of this organization for final approval by the membership.
Section 2. Politics, whether national,
state or local shall not be discussed at
Prohibited membership meetings as part
of the planned program.
Functions
Section 3. Roberts Rules of Order,
Revised, shall govern the proceedings of this
Rules of Order organization when not inconsistent
with these Bylaws
ARTICLE XIII
AMENDMENTS
Section 1.
Meetings These Bylaws may be amended
at any regular or electronic meeting of the membership of this organization by
two-thirds majority of the membership.
Section 2. All proposed amendments to
these Bylaws shall be referred to the President; he/she will see that the
proposed amendments are communicated to the representatives at least thirty
(30) days prior to being voted on by the membership of the organization.
REVISED
BYLAWS
of the
NATIONAL ASSOCIATION OF INSTITUTIONS
FOR MILITARY EDUCATION SERVICES
(NAIMES)
Adopted
by the NAIMES membership at its business meeting, Crystal City – Marriott
Hotel, Arlington, Virginia, December 2, 1993 and amended December 4, 1997.
Corrected
copy to fix transcription errors, December 20, 2001.
Revised
March 31, 2003.
Revised
December 2004.
Revised
February 2010, Article XI, SEC 1.2.
Revised
September 2010, Article II, SEC 1.
Revised
April 11, 2011 (adopted by membership electronic vote April 8, 2011)
Article
IX, SEC 1, 2, & 4.
Article
XI, SEC 1.2, SEC 1.3, SEC 1.4
Article
XII, SEC 2 (new section) SEC 3/SEC 4 renumbered
Article
XIII SEC 2
Revised
September 28, 2011 (adopted by membership vote at Annual meeting in Pensacola,
FL September 21, 2011)
Article II, SEC 3
Article II, SEC 4
(new section)
Article II, SEC 5,
& 6 Renumber
Article X, SEC 6
Article XIII, SEC
1
Revised
February 24, 2014 (adopted by membership vote at mid-year meeting in Savannah,
GA February 14, 2014)
Article II,
SEC 1
Article III,
SEC 3 (new section)
Article II,
SEC 4 (new section)
Article XI,
SEC 1
Revised
September 19, 2016 (adopted by membership vote at Annual meeting in Atlanta, GA
October 24, 2016)
Article II SEC 1
Article III SEC 4
Article VI SEC 6
Article VII SEC 1
Article IX SEC 3 (new
section)
Article
IX SEC 3 & 4 (renumbered to section 4,5)
Article
X SEC 2
Article XII SEC 2 (deleted)
Revised
January 24, 2019 (adopted by membership vote at mid-year meeting in Austin, TX
January 24, 2019)
Article X SEC 3
Article X1 SEC 5 (new
section)
Article X1 SEC 6 (new
section)
Revised
March 12, 2020 (adopted by membership vote at mid-year meeting in Philadelphia,
PA March 13, 2020)
Article II SEC 6
Article II SEC 7
Article
III SEC 4