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Bylaws
Association of STEMM Pathway and Bridge Programs (ASPBP) Bylaws
Adopted Dec 2, 2022
Revised Dec 10, 2024
Revised Oct 28, 2025
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 III. Purpose
The purpose of the Association is to provide a vibrant and supportive community of practice to develop and distribute evidence-based best practices related to the creation and delivery of STEMM pathway and bridge programs. The Association shall provide mentorship, networking, and support for faculty and administrators developing and managing these programs. The Association will act in solidarity with other professional organizations and communities of practice to expand student opportunities within the continuum of STEMM education.
ARTICLE IV. 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 V. Membership
Section 1. Member Definition. 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. 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 2. Membership Classes.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. Voting and Representation. All individuals who are members in good standing shall have the right to vote, hold office, and serve on committees. 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 Member Programming 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 4. Membership Expiration. Individuals whose dues are more than one year in arrears shall be dropped from the membership rolls.
ARTICLE VI. Executive Council
Section 1. Purpose and Officers. The Executive Council shall make decisions and take actions on behalf of the General Council in between General Council meetings. 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. The President shall call meetings of the Executive Council on at least a monthly basis. Executive Council Officers shall serve as Chairs of the Executive Council Standing Committees as outlined below:
Executive Council Standing Committees
- Mission Alignment Committee (chaired by the President)
- Nominating Committee (chaired by the Past-President)
- Bylaws Committee (chaired by the President-Elect)
- Finance Committee (chaired by the Treasurer)
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 current 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 secretary is in charge of coordinating communication across the organization to general membership. 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 remainder of the term, and will remain eligible for one complete term in that same Executive Council position in addition to the partial term.
Section 8. Executive Officer Term Limits. An Executive Officer may be elected to a different position on the Executive Committee immediately following their current term. There is no limit on the number of terms an individual may serve as an Officer on the Executive Council.
Section 9. Conflict of Interest. Any Executive Officer 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 VII. General Council
Section 1. Purpose. The General Council, which consists of Chairs of the General Council Committees, will operationalize the Values, Vision, and Mission of the Association. The General Council shall be the principal governing body of the Association. The President shall call meetings of the General Council on at least a bimonthly basis, or more frequently as needed.
Section 2. Voting Members of the General Council shall consist of the Executive Council Officers (Article VI), Chairs of the General Council Standing Committees, and Regional Representatives as outlined below. The nomination and election procedure for General Council Members is described in Article IX.
General Council Standing Committees
- Annual Conference Committee
- Member Programming Committee
- Public Relations and Advocacy Committee
- Research and Scholarship Committee
- Member Recruitment and Retention Committee
- Western
- Central
- Southern
- Northeastern
- International
Section 4. Meeting Cadence. The General Council shall meet every other month, 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. The President and Secretary shall supply an agenda and supporting materials to General Council members prior to a General Council meeting.
Section 5. 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 6. 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 7. General Council Vacancy.
In the event a vacancy occurs on the General Council, the President shall, with the approval of the General Council, appoint a member to fill the vacancy. If a person is appointed to a position by the President, they will serve out the term, and are then eligible to be elected for two terms.
Section 8. Conflict of Interest. Any 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 VIII. Officer and General Council Member Removal
Section 1. Reasons for Removal. Individuals found to be derelict in their duties may be removed from their position. These offenses may include, but are not limited to, absence from more than fifty percent of required meetings over a 3 month period, abandonment of duties, misuse of funds and resources, or abusive behavior.
Section 2. Removal Process.With the approval of the Executive Committee, the President may recommend that any General or Executive 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 themselves at a meeting of the General Council, 3) a two-thirds vote of the current number of General Council members shall then make the final decision, and 4) the individual under review can not vote.
Section 3. Presidential Removal Process. In the circumstance that the President is found to be derelict in their duties, a member of the executive council shall hold a vote with the executive committee members. If the majority of members vote for removal, the executive council will recommend to the general council that the president be removed 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 themselves at a meeting of the General Council, 3) a two-thirds vote of the current number of General Council members shall then make the final decision, and 4) the individual under review cannot vote. In the event that a President is removed from office the President-Elect will assume the powers of the President as described in Article VI Section 4 and a new President-Elect will be nominated and elected at the next general election.
ARTICLE IX. Nominations and Elections
Section 1. Call For Nominations. By March 1st of each nominating year, the nominating committee will release the request for nominees.
Section 2. Posting of Nominees. By June 1st of 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 and cannot run for more than two positions. 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 by July 15th. 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 August 1st. 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 August 1st.
Section 3. Annual Elections. The Secretary shall work with the Association Manager to oversee the annual elections. By September 1st, 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 September 15th 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 4. Executive Officer Position Cycles. The Presidential cycle is six (6) years, with the President-Elect serving two (2) years, the President serving two (2) years, and the Past-President serving two (2) years. The Secretary and Treasurer are elected every three (3) years.
Section 5. General Council Committee Chair-Elect, Chair and Past-Chair Position Cycles. General Council Committee Chair-Elects are elected every year. After serving as the Chair-Elect for one year they will transition into the Chair position. After serving as the Chair for one year they will move into the Past-Chair Position. The Committee Chair is the only voting member of the General Council during this three year cycle unless voting powers are designated by the Chair to the Chair-Elect or Past-Chair. In the event that a Committee Chair-Elect is unable to assume the role of Committee Chair an election may be held to fill the position if time allows or the President may appoint a member to the position of Committee Chair to be approved by the General Council.
Section 6. Regional Representative Position Cycles. Regional representatives are elected annually.
Section 7. Term Limits. No elected official may serve more than two consecutive terms in the same office; however, the official may be re-elected to the same office after an absence of one year. An Executive Officer or General Council Member may be elected to a different position immediately following their current term. The term for officers starts at the business meeting at the annual conference meeting.
Section 8. If a current member of the General Council is elected to an Executive Officer position, 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 9. 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 recent available Past Presidents will be appointed to resolve any conflicts.
ARTICLE X. 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 Committees. Executive Council Committees shall consist of at least one member of each of the General Council Committees. Additional members are encouraged. Executive Council Committee membership is for one year or the term of an official's elected position.
Section 2.1. Mission Alignment Committee. The Mission Alignment 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 mission alignment as outlined in the Values, Vision, and Mission of the Association.
Section 2.2. 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... The Past-President will serve as chair, and two members of the general council must serve on this committee.
Section 2.3. 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. The bylaws committee shall perform an annual review of the bylaws. Amendments to the bylaws shall be in accordance with Article XIII.
Section 2.4. 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 3. General Council Committees. General Council Committees are composed of volunteers accepted or appointed by the Committee Chair. The Committee Chair 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 3.1. Annual Conference Committee. The Annual Conference Committee shall assist the Committee Chair and Chair-Elect in overseeing the organization and implementation of the annual conference. The Committee will work with the Treasurer to coordinate revenue and expenditures for the meeting.
Section 3.2. Member Programming Committee. The Membership and Member Programming Committee shall assist the Committee Chair in organizing and implementing ASPBP programming and activities outside of the annual conference. The Committee will work with the Secretary to coordinate membership communications.
Section 3.3. Public Relations and Advocacy Committee. The Public Relations and Advocacy Committee shall assist the Committee Chair in actively engaging 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 3.4. Research and Scholarship Committee. The Research and Scholarship Committee shall assist the Committee Chair and 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 3.5 Member Recruitment and Retention Committee. The Member Recruitment and Retention Committee shall assist the Committee Chair in recruiting and maintaining members for the organization. This committee will interact with outside organizations, and work with other internal committees to organize and implement recruitment strategies.
Section 4. 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 meetings of their regions every other month opposite the General Member Meetings, or as needed more frequently, and will inform the General Council of activities that may be of interest to the general association.
Section 5. Vice Chairs for Executive Council Committees. Each Executive Committee shall elect a Vice-Chair annually from within each individual committee by the members of that committee and approved by the General Council. It is the responsibility of each Executive Committee Chair to have an approved Vice-Chair in place by January 1 each year. The Vice-Chair has voting rights on the General Council in the absence of the chair. Vice-Chairs may be appointed by the President if the position is unfilled in consultation with the standing committee members.
ARTICLE XI. Annual Conference
Section 1. Annual Conference Time, Place, and Purpose. The Annual 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 Conference shall include the transaction of such other business as may properly be brought before the membership. Notice of the Annual Conference is to be announced no later than the prior Annual Conference.
Article XII. General Membership Meetings
Section 1. Notice of General Member Meetings. The Association Manager shall give notice of all Association meetings stating the place, day, and hour of the meeting and the purpose for which the meeting is called. In case of a Special Meeting, notice shall be not less than ten or more than fifty days before the date of the meeting.
Section 2. Member Meeting Process. General member meetings are run by the Executive Committee, and chaired by the President. In the absence of the President, the President-Elect or Past-President will preside over the meeting. In the absence of the President, President-Elect, or Past-President, the Treasurer and then Secretary shall run the meeting.
Section 3. Quorum. A quorum for the transaction of Association business at General Membership Meetings shall be not less than 10% of the total membership in good standing.
Article XIII. 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. Bylaws will be reviewed by the Bylaws Committee on an annual basis and any proposed amendments 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 IX.
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 XIV. 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 XV. 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 XVI. 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.