Association of STEMM Pathway and Bridge Programs (ASPBP) Bylaws

Adopted Dec 2, 2022
Revised Sept 23, 2023

ARTICLE I. Name

The name of the Association shall be the “Association of STEMM Pathway and Bridge Programs” (also referred to as ASPBP) and hereinafter referred to as the “Association”.

Article II. Nature and Governing Instruments

The Association shall be incorporated as a nonprofit corporation in the State of West Virginia and will be governed by its Articles of Incorporation and its bylaws. The purposes of the Association, as set forth in the Articles of Incorporation, are exclusively educational, within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding provision of any future Federal tax law (“Section 501(c)(3)”). In furtherance of such purposes, the Association shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The Association shall be governed by an Executive Council and a General Council described herein.

Any amendment to the Association’s Articles of Incorporation or these Bylaws shall comply with the respective laws, rules, and regulations of the jurisdictions in which the Association operates or conducts business.

ARTICLE II. Purpose

The purpose of the Association shall be to provide a vibrant and supportive community of practice to learn and develop the best practices and professional standards needed to achieve inclusivity and equity and expand access across the continuum of education with a specific emphasis on STEMM. The Association shall provide mentorship and support to develop and implement pathway programs and bridges for students to succeed in STEMM careers. Through these strategic efforts, the Association will drive systemic change that espouses justice, equity, diversity, and inclusion in all learning spaces and institutions.The Association will act in solidarity with professional organizations and other communities of practice to advance and lead evidence-based objectives to transform the STEMM workforce for the benefit of the human condition.

ARTICLE III. Restrictions on Activities

Section 1. No part of the earnings of the Association shall pass to its members, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered in direct support of its purpose.

Section 2. No part of the activities of the Association shall be directed toward influencing legislation or intervening in political campaigns.

ARTICLE IV. Membership

Section 1. A “Member” is any person who has formally applied to join the Association, has gained formal approval of the Executive and General Councils to join the association, and is in good standing with the Association.

Section 2. The General Council may establish and/or change the membership classes. The General Council shall set the dues amount and the criteria for each class of membership.

Section 3. All individuals who are members in good standing shall have the right to vote, hold office, and serve on committees. To be in good standing, a member must not be more than six months in arrears in his/her dues and financial obligations to the Association. Individuals more than six months in arrears in their dues will be declared inactive but retained on the membership rolls for an additional six months. Inactive members can reinstate their good standing by payment of current and all past dues.

Section 4. Individuals whose dues are more than one year in arrears shall be dropped from the membership rolls.

ARTICLE V. Executive Council

Section 1. The Officers of the Association constitute the Executive Council and shall consist of the President, immediate Past-President, President-Elect, Treasurer, and Secretary. The election procedure is as described in Article VII.

Section 2. President. The President of ASPBP is the highest-ranking officer of the Association and is directly accountable to the membership and the General Council. The President serves as the Chair of the Executive Council; the Justice, Equity, Diversity, and Inclusion (JEDI) Committee; and the General Council. The President leads the General Council in the development of the strategic goals and objectives of the organization and provides direction and leadership. The term of the President shall be 2 years. A detailed position description, approved by the General Council, shall be maintained on the Association’s website.

Section 3. Past-President (ex officio). In those years when a new President-Elect is elected, the current President assumes the office of Past-President. The Past-President remains in office until a new Past-President assumes office. A vacancy in the office of Past-President cannot be filled by appointment. The Past-President serves as Chair of the Nominating Committee. If the office is vacated then the President shall fill the role of Chair of the Nominating Committee. The term of the Past-President shall be 2 years. A detailed position description, approved by the General Council, shall be maintained on the Association’s website.

Section 4. President-Elect. The President-Elect is the second highest-ranking officer of the Association and shall support the President to advance the work of the Association. At the end of the term, the President-Elect shall assume the office as President of the Association. If the President is temporarily unable to fulfill their duties to the Association, the President-Elect may be appointed Acting President by the General Council. If the President resigns or is unable to fulfill their duties for an extended period, the President-Elect shall become the President, and a new President-Elect shall be elected by a majority vote in a special election of the General Council within 30 days of resignation notice. The President-Elect serves as Chair of the Bylaws Committee. The term of the President-Elect shall be 2 years. A detailed position description, approved by the General Council, shall be maintained on the Association’s website.

Section 5. Treasurer. The Treasurer oversees the financial records of the Association according to standard accounting practices and, whether performed personally or through the Association’s administrative office, is responsible for safeguarding the Association’s funds. The Treasurer presents periodic reports on the financial status of the Association to the General Council and a full report to the membership at the Annual Association Meeting. The Treasurer serves as Chair of the Finance Committee. The term of the Treasurer shall be 3 years. A detailed position description, approved by the General Council, shall be maintained on the Association’s website.

Section 6. Secretary. The Secretary oversees the recording of proceedings of meetings of the Executive Council, General Council, and Association, and is responsible for the Association’s correspondence and developing meeting agendas for the Executive Council, General Council, and General Member Meetings in collaboration with the Executive Council. The term of the Secretary shall be 3 years. A detailed position description, approved by the General Council, shall be maintained on the Association’s website.

Section 7. Executive Council Vacancy. In the event a vacancy occurs in an Executive Council position, the General Council will immediately elect a new officer to that position in accordance with Article VII. The elected member takes office immediately, shall serve out the term of the individual he/she/they replace, and will still be eligible for one complete term in that same Executive Council position in addition to the partial term he/she/they served as a replacement.

Section 8. General member meetings are run by the executive committee. They will be chaired by the President. In the absence of the President, the Vice-President or President-elect will run the meeting. In the absence of the President, President-elect, or Vice-president, the Tresurere and then Secretary shall run the meeting.

ARTICLE VI. General Council

Section 1. The General Council shall be the principal governing body of the Association. The General Council shall consist of the Officers who serve as Chairs of the Executive Council Standing Committees, the Association Secretary, Chairs of the General Council Standing Committees, and Representatives of the Regions. The election procedure for General Council Members is described in Article VII.

Executive Council Standing Committees

Justice, Equity, Diversity, and Inclusion (JEDI) (chaired by the President)

Nominating (chaired by the Past-President)

Bylaws (chaired by the President-Elect)

Finance (chaired by the Treasurer)

General Council Standing Committees

Annual Conference

Membership and Internal Communications

Public Relations and Advocacy

Research and Scholarship

Regions

Western

Central

Southern

Northeastern

International

Section 2. Term Limits. General Council members shall be elected for a 2-year term (other than Treasurer and Secretary, which are 3-year terms, the Annual Conference Chair, and regional reps which are 1-year terms). The terms for General Council members shall be staggered, and at least 50% of the seats will be elected annually. No elected official may serve more than two consecutive terms; however, he/she/they may be re-elected to the same office after an absence of one year. An Officer may be elected to a different position on the Executive Committee immediately following his/her/their current term. There is no limit on the number of terms an individual may serve as an Officer on the Executive Council. Officers may be removed by a two-thirds vote of the entire membership.

Section 3. Meeting Cadence. The General Council shall meet bi-monthly, or more often if the need arises, at the call of the President or of at least three members of the General Council. General Council meetings may be held in person, by videoconference, or other electronic means. A proposed agenda and supporting materials shall be made available to General Council members prior to a General Council meeting.

Section 4. Quorum. A quorum shall consist of one more than half the current number of General Council members and must include at least two members of the Executive Council.

Section 5. Action Without a Meeting.

Any action required or permitted to be taken by the General Council or any committee thereof may be taken without a meeting if a majority of the members of the General Council or any such committee consent in writing via e-mail to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.

Section 6. General Council Vacancy.

In the event a vacancy occurs on the General Council before the term of the individual concludes, the President shall, with the approval of the General Council, appoint a member to fill the vacancy. The new, appointed Council member shall complete the term of the former Council member and shall be eligible for up to one reelection.

Section 7. With the approval of the Executive Committee, the President may recommend that any General Council member be removed from office by the following procedure: 1) reasons for the proposed action must be provided in writing to the member, 2) the member shall have 60 days in which to represent himself/herself/themselves at a meeting of the General Council, and 3) a two-thirds vote of the current number of General Council members shall then make the final decision.

ARTICLE VII. Nominations and Elections

Section 1. Three months before the annual conference each nominating year, the Nominating Committee shall submit to the Association Manager and Secretary a diverse list of candidates for each open position subject to election that year. Candidates must be ASPBP members in good standing. The names of individuals, and other such supportive materials as deemed appropriate by the Nominating Committee for the ballot, shall be posted to the Association’s website two months before the annual conference. The Association’s administrative office shall mail or fax a copy of these materials to those ASPBP members who have previously indicated they do not have Internet access. Members may petition for additional candidates to be added to the ballot between the time of the posting and six weeks before the annual conference. Such nomination petitions may consist of either a single document or separate letters. To be nominated by petition, each candidate must demonstrate the support of at least 5 petitioned ASPBP members in good standing. All petitions and letters must be addressed to and received by the Association Manager on or before 11:59 p.m. Eastern Time on the date of the deadline.

Section 2. Elections. The Secretary shall work with the Association Manager to oversee the elections. One month before the annual conference, a secured, electronic ballot shall be activated on the Association’s website, along with instructions for electronic voting. All ballots must be electronically submitted to the website on or before midnight Eastern Time (GMT-5) on the 14th day after the initiation of the election to be counted. Results shall be posted to the Association’s website at the start of the annual conference. A plurality of the votes cast is needed for a candidate to win the election. In the event of a tie, the election shall be decided by a majority vote of the current number of General Council members prior to the end of the annual conference. Newly elected Executive and General Council members will assume their office at the Business Meeting hosted during the Association’s annual meeting.

Section 3. The Presidential cycle is 6 years, with President-Elect serving 2 years, President serving 2 years, and Past-President serving 2 years. The Secretary and Treasurer are elected every 3 years. General Council Committee Chairs are elected every 2 years with the exception of the Annual Conference Committee chair which will be elected every year. The past Annual Conference chair will serve as an ex-officio member of the conference committee in order to advise the chair. Regional representatives are elected annually. No elected official may serve more than two consecutive terms; however, he/she/they may be re-elected to the same office after an absence of one year. An Officer may be elected to a different position on the Executive Committee immediately following his/her/their current term. There is no limit on the number of terms an individual may serve as an Officer on the Executive Council. Officers may be removed by a two-thirds vote of the entire membership. The term for officers starts at the business meeting at the annual conference meeting.

Section 4. If a current member of the General Council is elected to an Executive Officer position, he/she/they must resign as a General Council member before assuming the role of an Officer. The President will then appoint an ASPBP member to the General Council to fill the vacancy. Approval by the General Council by majority vote will confirm the new member of the General Council.

Section 5. If a conflict arises concerning elections of Executive Council or General Council Members, the current Chair of the ASPBP Nominating Committee and the two most available recent Past Presidents will be appointed to resolve any conflicts.

ARTICLE VIII. Standing Committees

Section 1. Membership and Term of Service. Standing Committees are defined in these Bylaws and can only be removed or redefined by a majority vote of the membership. Other committees may be created by the General Council to serve specific duties important to the organization

Section 2. Executive Council. The Executive Council shall make decisions and take actions on behalf of the General Council in between General Council meetings. The President shall call meetings of the Executive Council on at least a monthly basis, or as needed more frequently.

Section 3. Members of the Executive Council Committees shall consist of at least one member of each of the General Council Committees.

Section 3.1. Justice, Equity, Diversity, and Inclusion (JEDI) Committee. The JEDI Committee shall assist the President, who shall serve as Committee Chair, with overseeing and ensuring that all aspects and operations of the Association are mindful of and use best practices for ensuring a focus on JEDI as outlined in the Values, Vision, and Mission of the Association.

Section 3.2. Nominating Committee. The Nominating Committee shall assist the Past-President, who shall serve as Committee Chair, with determining a suitable group of candidates for election to the Executive Council and General Council.

Section 3.3. Bylaws Committee. The Bylaws Committee shall assist the President-Elect, who shall serve as Committee Chair, with monitoring the relevance, integrity, and adherence of all Association operations to the bylaws. Amendments to the bylaws shall be in accordance with Article X.

Section 3.4. Finance Committee. The Finance Committee shall assist the Treasurer, who shall serve as Committee Chair, in maintaining the financial health of the Association, including preparation and reporting of the annual budget. The Committee shall prepare and present an annual report to the Association at the annual meeting. All financial transactions will be handled through the Association Manager and overseen by the Finance Committee.

Section 4. General Council. The General Council, which consists of Chairs of the General Council Committees, will operationalize the Values, Vision, and Mission of the Association. The President shall call meetings of the General Council on at least a monthly basis, or as needed more frequently.

Section 5. Members of the General Council Committees. Members of the General Council Committees are volunteers accepted or appointed by the Committee Chair who will notify the General Council of all committee membership changes. All appointed members shall serve a term of 1 year until the close of the next Annual Conference and may be reappointed.

Section 5.1. Annual Conference Committee. The Annual Conference Committee shall oversee the organization and implementation of the annual conference. The Committee will work with the Treasurer to coordinate revenue and expenditures for the meeting.

Section 5.2. Membership and Internal Communications Committee. The Membership and Internal Communications Committee shall be responsible for recruiting and maintaining members for the Association. The Committee will work with the Secretary to coordinate membership communications.

Section 5.3. Public Relations and Advocacy Committee. The Public Relations and Advocacy Committee shall actively engage with key stakeholders to expand the Association agenda at regional and national meetings, advocate for Association concerns with external organizations, and maintain a social media presence to promote Association goals. The Committee will work with the Secretary to monitor the consistency of communications with partner organizations and the public.

Section 5.4. Research and Scholarship Committee. The Research and Scholarship Committee shall work with the Finance Committee to develop and maintain a grant funding program for Association members. The Committee will work with the Treasurer to apply for financial mechanisms to support the Association’s Values, Vision, and Mission.

Section 6. Regional Representatives. The Regional Representatives serve as Chairs for the membership groups of each listed region. A list of the States and Provinces belonging to each region will be specified on the Association website. Regional Representatives will hold at least quarterly meetings of their regions, or as needed more frequently, and will inform the General Council of activities that may be of interest to the general association.

ARTICLE IX. Annual General Conference

Section 1. Annual General Conference Time, Place, and Purpose. The Annual General Conference of the Association shall be held at such time and place as may be selected by the Annual Conference Committee, approved by the General Council, and stated in the Notice of Conference on the Association website. The Annual General Conference shall include the transaction of such other business as may properly be brought before the membership.

Section 2. Notice of the next Annual General Conference is to be announced at the Annual General Conference

Section 4. Voting and Representation. Each Association member present at an ASPBP meeting shall be entitled to one vote. A membership roll showing the list of members as of the record date, certified by ASPBP’s Membership and Internal Communication Chair, shall be produced at any meeting of the members upon request. All persons appearing on such membership roll shall be entitled to vote.

Section 5. Conflict of Interest. Any Executive or General Council member who has a financial, a personal, or an official interest in conflict (or appearance of conflict) with any matter pending discussion, review, or vote which prevents or may prevent that member from acting on the matter in an impartial manner will voluntarily refrain from discussion and abstain from voting on said item.

Article XI Amendments

Section 1.Amendments of the bylaws may be proposed by a majority of the General Council or by a petition, sent to the Secretary, bearing the signatures of at least 15 members in good standing. By-laws will be reviewed by the By-law committee on an annual basis and suggested changes will be sent to the General Council

Section 2. Notice of proposed amendments shall be posted to the Association’s website in accordance with the election cycle and administrative policies described in Article VII.

Section 3. In the event of an urgent requirement for an amendment, the General Council, by a two-thirds vote, may authorize posting a proposed amendment to the members at any time. Notice of proposed amendments shall be posted on the Association website for 30 days prior to balloting. At the end of the posting period, a secured electronic ballot shall be activated on the Association’s website, along with instructions for electronic voting. The Association’s administrative office shall mail or fax appropriate information and a ballot to those ASPBP members who have previously indicated they do not have Internet access. All ballots must be electronically submitted to the website or received in the post by the Secretary within 30 days of the opening of balloting. The Secretary shall tally the votes and send the results to the Association Manager for posting on the Association’s website.

Section 4. All amendments to the bylaws require an affirmative vote of two-thirds of the members in good standing who submit valid ballots. At least 10% of the membership must submit a ballot in order to reach a quorum for elections involving bylaws amendments.

ARTICLE XII. Indemnification

The Association shall defend and indemnify any qualified person against any threatened, pending, or completed legal action resulting from actions taken in good faith on behalf of the Association. Qualified persons shall be present and former officers, employees, and officially elected or appointed members of Executive and General Councils, standing committees, and other components of the Association.

Indemnification will not be provided to any person who shall be adjudged in legal action to be liable for negligence or willful misconduct in the performance of duty or when such person did not reasonably believe that the action was within the law and in the best interests of the Association.

Indemnification shall cover the cost of defense and any judgments, fines, and amounts paid in settlement actually and reasonably incurred by a qualified person, up to a limit of one million dollars in any single case except in the circumstances expressly prohibiting such limitation under the law. Such indemnification shall be in accordance with the established policy of the Association.

ARTICLE XIII. Other Provisions

Section 1. The fiscal year of the Association shall be on a calendar year basis (January 1 to December 31).

The Secretary and Treasurer shall submit and present to the Executive and General Council a complete financial report within 60 days following the end of a fiscal year for the previous fiscal year using general nonprofit accounting standards. Where possible, the Association shall maintain its receipts and expenditures electronically.

Section 2. The Association shall be governed by Robert’s Rules of Order, as currently revised. In case of a conflict between Robert’s Rules of Order and these bylaws, the bylaws shall take precedence.

ARTICLE XIV. Dissolution of the Association

In the event of the dissolution of the Association, the General Council shall give all its assets to one or more nonprofit, tax-exempt organizations. If the General Council cannot decide on a beneficiary, the decision shall be made by the applicable Court in the State of West Virginia.