Downloadable Version

Constitution and Bylaws of the
Southeastern Association Of Educational
Opportunity Programs Personnel, Inc.

(As ratified 1978 and Amended 3/79, 2/85, 2/86, 5/89, 3/93, 2/99, 2/00, 2/01, 2/04, 2/07) 

ARTICLE I

NAME

The name of this Association shall be the Southeastern Association of Educational Opportunity Program Personnel, Inc.

ARTICLE II

PRINCIPLE OFFICE

SECTION 1. The principle office of the Association, a non-profit association incorporated under the laws of the state of Georgia, shall be in the state of Georgia.

SECTION 2. The Association may have such other offices at such suitable place or places within or without the state of Georgia as may be designated from time to time by the Board of Directors of The Association.

SECTION 3. The Association's Articles of Incorporation, in all jurisdictions, shall be reviewed each year by the Executive Board.

ARTICLE III

PURPOSES AND OBJECTIVES

The purpose of the Southeastern Association of Educational Opportunity Program Personnel, Inc. (hereinafter referred to as The Association) shall be to bring together into a work and study community those persons who have an active interest in or who are professionally involved in broadening accessibility to and success in formal postsecondary education.  Major foci will be (1) Those elements which prepare and condition students for postsecondary educational experiences and (2) Institutional responses to the challenge of serving more diverse student populations.  Although The Association will have a broad base of student concern, it will be particularly concerned about those students who, by reason of socioeconomic status, ethnic definition, limited English-speaking ability, disability and/or restricted cultural-educational experiences find themselves in a position of disadvantage with traditional American students.

The Association shall seek to accomplish its purpose by:

(a) Engaging in the specific and general coordination of efforts with other organizations and persons having purposes supportive of, or in harmony with The Association's concerns;

(b) Promoting research, evaluation, programmatic, and fiscal planning and training inclusive of but not limited to conducting workshops and seminars generally seeking to educate TRIO personnel and other interested individuals.

(c) Developing the capability to make timely and meaningful responses to issues and concerns affecting the educational resources and environment of non-traditional students;

(d) Encouraging the development and expansion of a communication network — primarily for those professionally involved in educational opportunity programs

ARTICLE IV

MEMBERSHIP

SECTION 1. TYPES OF MEMBERSHIP

Membership in The Association shall be of four types:  (1) Active Professional; (2) Associate; (3) Affiliate; and (4) Institutional.

SECTION 2. ACTIVE PROFESSIONAL MEMBERSHIP

(a) Active Professional Membership is available to those persons currently or formerly employed full time in the administration or general operation of educational opportunity programs (TRIO) located in the states of Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, and Tennessee.

(b) In order to be accepted for Active Professional Membership, a candidate must be a member of his/her respective state organization, have paid the annual dues of The  Association and otherwise have qualified under the provisions of Article IV Section 2a.

(c). Each Active Professional Member is entitled to one vote and is eligible to hold office as delineated in Article VI of this Constitution and /or is eligible for committee appointments as delineated by Article IX of this Constitution.

SECTION 3. ASSOCIATE MEMBERSHIP

(a) Associate Membership is available to those persons currently or formerly employed less than full time in the Administration or general operation of educational opportunity programs (TRIO) located in the states of Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, and Tennessee.

(b) In order to be accepted for Associate Membership, a candidate must be a member of his/her respective state organization and have paid the annual dues of The Association.

(c) Each Associate Member is entitled to one vote and eligible for committee appointment but is not eligible to hold an elective office.

SECTION 4. AFFILIATE MEMBERSHIP

(a) Affiliate Membership is available to those persons who support the purposes and objectives of The Association, herein expressed, but who either do not qualify under the membership categories of Article IV, Section 2 and 3, or who would rather make their contributions in less visible or demanding roles.

(b) In order to be accepted for Affiliate Membership, a candidate must have paid annual dues of The Association at a rate which is one-half that charged for Active and Associate Membership.

(c) Each Affiliate Member has voice but no vote in meetings of The Association and is not eligible to hold an elective office or a committee appointment.

SECTION 5. INSTITUTIONAL MEMBERSHIP

(a) Institutional Membership is available to all TRIO projects in the SAEOPP region.

(b) In order to be accepted as an Institutional Member, each project (or institution when it is the site of more than one TRIO program) must have paid an annual membership fee in an amount established by the SAEOPP Board.

(c) This membership does not have voice or vote but is entitled to participation in specified workshops as designated by the Board.

(d) Each institutional member is entitled to register no more than two representatives to attend or participate at a reduced or no cost rate in workshop activities approved by the SAEOPP board.

SECTION 6. DUES OF THE ASSOCIATION

(a) The dues of The Association shall be set by the Executive Board and shall be payable on October 1 of each year.

(b) Dues not paid by October 31 of each year shall incur a fee for membership that will be set by the Board of Directors each year. 

ARTICLE V

BOARD OF DIRECTORS

SECTION 1. AUTHORITY

There shall be a Board of Directors of The Association which shall have the full authority to conduct the affairs of the Association including budgetary procedures.  Such authority must remain within the provisions of this constitution and not conflict with the decisions, actions, or policies established by the Delegate Assembly, as stated in Article VIII, Section 1.

SECTION 2. COMPOSITION

The Board of Directors shall be composed of the President, Vice-President, Treasurer, Secretary, the Immediate Past President (one year after office), and the Presidents of each states' associations.  The President of the Association shall be the Chairman of the Board, and the secretary shall be the Secretary of the Board.

SECTION 3. MEETINGS

(a) The Board of Directors shall meet three times a year (a fourth meeting may be called if necessary), in winter, spring, and fall at times and locations to be determined by the Directors.

(b) The fall meeting shall be designated as the annual meeting of The Association.  An annual budget for The Association shall be adopted and approved by the Board of Directors at the fall meeting.

ARTICLE VI

OFFICERS OF THE BOARD/ASSOCIATION

SECTION 1. OFFICERS

The officers of The Association shall be the president, Vice-President, Secretary, Treasurer and Immediate Past President.  All officers except for the Immediate Past President shall be elected by mailed ballot prior to the annual convention of The Association's Assembly.

SECTION 2. TENURE

The term for officers shall be two years.  The term of office shall begin immediately following the conclusion of the annual Delegate Assembly.  The officers cannot serve consecutive terms in the same office.

SECTION 3. ELECTIONS

At least ninety (90) days prior to the annual meeting of the Board of Directors, during the last year of the officer's tenure, each state shall be asked to submit the name and the specified resume concerning one person who is recommended for each elective office to be filled.  In addition, write-in nominations for specific offices may be submitted to the Nominating Committee in accordance with the time frame established herein.  From this pool of potential nominees, the Nominating Committee shall develop a ballot listing two persons for each office, with the concurrence of the Board of Directors.  A brochure indicating qualifications of nominees and the ballot shall be mailed and sent to all members of record.  A date for return of ballots will permit the results to be announced no later than the annual meeting of the Delegate Assembly.

SECTION 4. VACANCY

In the event of a vacancy in the office of the President, the Vice-President shall become President.  Vacancy of any other office shall be filled by election from the Board of Directors.

SECTION 5. DUTIES OF OFFICERS

(a) The President shall be the chief elected officer of The Association and shall preside at all meetings of The Association.  The President shall, with the advice and consent of the Board of Directors, make all appointments to both standing and special committees.  The President shall be an ex officio member of all committees.  The President of The Association shall submit an annual report regarding incorporation status to appropriate state agencies, on behalf of The Association.

(b) The Vice-President shall serve with the same powers and authority of the President in the event the President becomes incapacitated or resigns.  Incapacitation shall be determined by the Board of Directors.  The Vice-President shall be the chairperson of the Legislation, Education, and Fiscal Concerns committees, and an ex officio member of the Conference Committees.  The President may designate the Vice-President as ex officio representative of any other committee.

(c) The Secretary shall have both recording and correspondence responsibilities and shall be responsible for maintaining up-to-date records concerning membership status.  The Secretary will serve as ex officio member of the Conference Committee.  It shall also be the responsibility of the Secretary to incorporate quarterly reports of the Treasurer into the official records of The Association.

(d) The Treasurer shall be responsible for the receipt and disbursement of all funds in accordance with fiscal policies established by the Board of Directors.  The Treasurer shall maintain appropriate and accurate financial records, and shall be prepared, at any time, to surrender such records and monies to the Board of Directors or to the succeeding Treasurer.  The Treasurer shall submit quarterly reports to The Association and shall be under such bond as may be determined by the Board.

(e) The Immediate Past President shall:  after the annual elections, serve as the transition team leader with the new SAEOPP Board of Directors; provide guidance to the President and the SAEOPP Board;  chair the Orientation Committee of the new SAEOPP Board;  provide a link and continuity from the previous Board to the new Board of Directors;  and serve as a representative to the Council for Opportunity in Education (COE).

ARTICLE VII

EXECUTIVE COMMITTEE

SECTION 1. COMPOSITION

The Executive Committee shall consist of the President, Vice-President, Immediate Past President, Secretary, and Treasurer.  Each of these persons shall have voice in the conduct of business and each shall have one vote.  The President shall vote in case of a tie.

SECTION 2. FUNCTION

The Executive Committee shall have and exercise the authority of the Board of Directors in the management of affairs of the Association between meetings of the Board.

SECTION 3. MEETINGS

A conference of the Executive Committee may be called by the President.  Notice of the time, day, and place or mode of such conference shall be given at least three (3) days previous thereto, in accordance with the other requirements cited in Article V, Section3a.  The participation of a majority of the members of the Executive Committee shall constitute a quorum for the transaction of business during any such conference.

ARTICLE VIII

DELEGATE ASSEMBLY

SECTION 1. AUTHORITY, TIME AND PLACE OF MEETING

The governing body of The Association shall be the Delegate Assembly which shall meet annually.  The time and place for the annual convention shall be determined by the Board of Directors based on recommendations from the Delegate Assembly.

SECTION 2. MEMBERSHIP AND VOTING ELIGIBILITY

(a) All categories of The Association membership are allowed to participate in the Delegate Assembly meetings as stipulated in Article IV of this Constitution

(b) The Membership and Credentials Committee shall certify and designate eligible voting members.

(c) In order to conduct the business of The Association, a simple majority is required.

ARTICLE IX

COMMITTEES

SECTION 1. APPOINTMENT OF COMMITTEES

Except in those cases delineated elsewhere in this Constitution and Bylaws, the President shall name such standing and special committees as may be needed to conduct the activities of The Association.  With the exception of the Legislation, Education, and Fiscal Concerns Committees, appointments shall be for one year with an option for reappointment.  Where warranted, membership on the committee shall show equitable state representation.

SECTION 2. STANDING COMMITTEES

The Association shall have the following standing committees which shall be established as per the provisions of Article VI Section 5.a of this constitution.

A. Archives: The Archives Committee shall be responsible for collecting records of the SAEOPP organization to be placed in the SAEOPP Archives Collection in the Robert W. Woodruff Library, Atlanta University, Atlanta, Georgia.  It shall have the responsibility for encouraging SAEOPP officers, past and present, to transfer essential records to the SAEOPP Archives.  The committee was formed to perpetually add data to the SAEOPP Archives

B. Awards and Recognition: The Awards and Recognition shall be responsible for planning and coordinating all activities related to The Association's formal recognition of contributions made by members and friends of TRIO to the mission and goals of the organization.

C. Communications and Public Relations: The Communications and Public Relations Committee shall be responsible for keeping members informed by maintaining close contact via oral, electronic and oral communication.  It shall have responsibility for interpreting the organization's goals, services and information gathering/dissemination to ensure that SAEOPP activities are publicized throughout the region.  The committee shall have the responsibility for communicating goodwill and hospitality, on behalf of the organization, to SAEOPP members.

D. Conference: The conference committee shall be responsible for planning and arranging for appropriate speakers and guests, registration, exhibits, hospitality, evaluation, and other activities as necessary.  The conference site and date are selected by the Board who, also approves the recommended theme, and sets registration fees.

E. Constitution: The Constitution Committee shall be responsible for updating the Constitution of the Association to be a functional guideline observing the mission and goals of the organization.  The committee shall be responsible for recommending changes in the constitution for the consideration of the Board of Directors in accordance with procedures outlined in Article XV.

F. Development: The Development Committee is responsible for recommending fundraising policies and procedures; cultivating gift prospects; identifying sources of support – individual, corporate, foundations.

G. Editorial and Publications: The Editorial and Publications Committee shall address itself specifically to Association goals delineated in Article III, Section 2.d.  It shall have the responsibility for the development of Association publications, which encourage scholarly efforts and support The Association's goals and philosophy.

H. Finance: The Finance Committee shall provide guidance and direction to the Treasurer in (1) preparing the annual budget, (2) Preparing for the annual external audit, and (3) other matters relative to fiscal operations.  The Treasurer is an Ex Officio member of this committee.

I. Leadership Development/Emerging Leaders: The Leadership Development/Emerging Leaders Committee shall have responsibility for fulfilling the organization's leadership development goals ensuing quality performance enhancing the continued self-growth and development of the membership.

J. Legislation, Education and Fiscal Concerns: The Legislation, Education, and Fiscal Concerns committee shall specifically address itself to The Association's goals limited to Article III, Section 2.b and c.

K. Membership Marketing and Services: The Membership Marketing and Services Committee shall promote membership in The Association, certify to The Association the membership list of state organizations and determine membership class and eligibility for the purpose of participating in Association activities.  For each Association Meeting, this committee shall certify to the Board of Directors the names of the eligible voters and shall also be responsible for monitoring and tallying votes when necessary.

L. Nominating: The Nominating Committee shall be responsible for executing and monitoring the election of officers as stated in Article VI, section 1.  Membership shall include one person from each state plus the chairperson who votes only in case of a tie.  The election shall be conducted in accordance with Article VI, Section 3.

M. Research: The Research Committee shall be responsible for generating standardized information for a regional data base and engaging in and encouraging the pursuit of empirical investigations that provide feedback for the improvement of TRIO Programs and enhance the reputation of such programs as well as SAEOPP as a professional organization.

N. SAEOPP Center: The SAEOPP Center Committee shall be responsible for: monitoring, evaluating and assessing the Center's achievement of specified goals and objectives; assisting the president with evaluations of the Executive Director; reviewing proposals and reports submitted by the Executive Director of the SAEOPP Center; receiving the budget and making recommendations to the president;  and serving as advisor to the SAEOPP President and Board of Directors, consistent with the Association's purpose, specifically addressed in Article III.  Membership on the Committee shall include:  Vice President, Immediate Past President, Chairperson of Finance Committee, one member selected by the Board of Directors, serving a two (2) year - term, and three (3) Presidential appointees, serving three year terms.  The President and Treasurer shall serve as Ex Officio members.

O. Scholarship: The Scholarship Committee shall have the responsibility for selecting SAEOPP Scholarship winners based on established criteria approved by the Board of Directors.

P. Strategic Plan/Evaluation: The Strategic Plan/Evaluation Committee shall have the responsibility for assuring that the Board engages in developing, monitoring, reviewing, evaluating and revising the strategic plan of The Association.

Q. Student Initiatives Programs: The Student Initiatives Programs Committee shall have the responsibility for planning and conducting the regional bowls, activities and competitions for all TRIO Programs.

R. Technology: The Technology Committee shall have the responsibility for planning and coordinating activities that bring SAEOPP TRIO Programs to state of the art usage of educational technology in order to enhance the academic achievement of TRIO students relative to postsecondary education.

S. TRIO Alumni: The TRIO Alumni Committee shall have the responsibility for planning and implementing the expansion of the TRIO Alumni Society. It shall oversee the maintenance of the alumni database.  The Committee shall explore the feasibility of establishing a TRIO Alumni Registry and publishing an Alumni newsletter and recognizing outstanding TRIO alumni.

SECTION 3. SPECIAL COMMITTEES

Task oriented special committees shall be established by the Board of Directors.  Such committees shall operate within the purposes and objectives of The Association and shall automatically be dismissed upon completion of a task.

ARTICLE X

FINANCE

SECTION 1. The fiscal year of The Association shall be from October 1 to September 30.

SECTION 2. Financial support shall be derived from annual dues of members, conference and workshop proceeds, and other activities.

SECTION 3. Dues shall be payable on October 1 and dues not paid by October 31 of each year shall incur a fee for membership that will be set by the Board of Directors each year.

ARTICLE XI

INDEMNIFICATION

SECTION 1.

The Association hereby indemnifies each member of its Board of Directors, as described in Article V hereof, and each of its officers as described in Article VII hereof, for the defense of civil or criminal actions or proceedings as hereinafter provided and, notwithstanding and provisions in these bylaws, in a manner and toextent permitted by applicable law.

SECTION 2.

The Association hereby indemnifies each of its directors and officers aforesaid, from and against any and all judgments, fines, amounts, paid in settlement, and reasonable expenses, including attorney's fees actually or necessarily incurred or imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially that he or she reasonably believed to be acting in the best  interest of The Association and in the case of a criminal action or proceeding, in addition  had no reasonable cause to believe that his or her conduct was unlawful. All determination as to the foregoing by the Board of Directors shall be in reliance upon the advice of independent legal council on questions asked.

SECTION 3.

Every reference herein to a member of the Board of Directors or Officer of The Association shall include every director and officer thereof or former director and officer thereof.   This indemnification shall apply to all judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above stated.  The right of indemnification herein provided shall be in addition to any and all rights to which any trustee or officer of The Association might otherwise be entitled and the provisions hereof shall neither impair nor adversely affect such right.

ARTICLE XII

LIMITATION OF ACTIVITIES

SECTION 1.

The Association is organized and shall be operated exclusively for charitable and educational purposes within the meanings of Sections 170(c )(2)(B), 501(c )(3), 2055(a), 2522(1)(2) of the Internal Revenue code.  No part of the net earnings of The Association shall inure to the benefit of or be distributable to its directors, officers, or other private individuals or organizations organized and operated for a profit (except that The Association shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes hereinafter stated).  No substantial part of the activities of The Association shall be the conducting of propaganda or otherwise attempting to influence legislation, and The Association shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision herein, The Association shall not carry on any activities not permitted to be carried on by:

(a) an organization exempt from federal income taxation under Section 505(a) of the Internal Revenue Code as an organization described in section 501(c)(3) of such code;

(b) an organization described in Section 509(a) (1), (2), or (3) of the Internal Revenue Code as the case may be;

(c) an organization, contributions to which are deductible under Section 170c(2) or 2552(1)(2) of the Internal Revenue Code.

ARTICLE XIII

DISSOLUTION OR FINAL LIQUIDATION

SECTION 1.

On dissolution or final liquidation of the Association, the Board of Directors of The Association shall (after paying or making provisions to pay all debts, obligations, and liabilities) make adequate provisions to transfer, convey, or distribute all remaining assets of The Association to one or more of the following categories of recipients, as determined by the Board of Directors upon a majority vote:

(a) A non-profit organization or organizations, which may have been created to succeed The Association, as long as such organization or each of such organizations shall then qualify as an organization exempt from taxation under section 501 (a) of such Code as an organization described in  section 170(c)(2) and501(c)3 of such code.

(b) A non-profit organization or organizations having similar aims and objectives as The Association and which may be selected as an appropriate recipient of such assets as long as such organization or each of such organizations shall then qualify as an organization exempt from taxation under section 501 (a) of such Code as an organization described in section 170(c)(2) and501(c)3 of such code.

ARTICLE XIV

RULES OF ORDER

SECTION 1. Roberts Rules of Order (Revised Edition) shall be the parliamentary authority of all proceedings of The Association unless otherwise specified in the Constitution.

SECTION 2. The President shall appoint a Parliamentarian prior to each meeting of the Delegate Assembly. 

ARTICLE XV

CONSTITUTIONAL AMENDMENT

SECTION 1.

(a) Proposal to amend this Constitution shall be initiated by the Board of Directors, unanimous recommendation of a Standing committee, a state association, or any one member qualifying for membership under Article IV Sections 2 and 3.  If a proposal to amend is initiated by a single member, it shall be accomplished by a petition signed by at least fifty (50) Active Professional and/or Associate Members.  Six (6) copies shall be certified to the Secretary at least forty-five (45) days before action is expected.  The Secretary shall make such certified proposed amendments available to state associations at least thirty (30) days before expected action and no vote shall be taken until at least thirty (30) days after copies have been made available to the total membership of record.

(b) The Constitution shall be amended by:  (1) a duly called meeting of the Delegate Assembly, or (2) by mail.  In the first instance, a two-thirds affirmative vote of those registered and eligible members at such a meeting is required to pass such an amendment.  If done by mail a two-thirds affirmative vote of all eligible members returning ballots are required.

SECTION 2. The President, in conjunction with the SAEOPP Board of Directors, is authorized to make non-substantive changes to SAEOPP Constitution and approved SAEOPP documents, as necessary for such purposes as name or title changes, correcting typographical errors and cross-references and updating citations.

ARTICLE XVI

IMPLEMENTATION

This Constitution and Bylaws shall be implemented and go into effect as per decision and schedule of the ratifying vote.

Ratified:	7/24/78
Amended:	3/22/79 (Article IV, Section 2)
Amended:	2/15/85
Amended:	2/14/86 (Article X, Section 1)
Amended:	5/21/89 (Article IV, Section 5)
Amended:	3/02/93 (Article IV Sections 1, 2a, 3a, 5c&d, and Article VI, Section 6)
Amended:	2/22/99
Amended:	2/09/00
Amended:	2/06/01 (Article III,  Article IX and Article X )
Amended:	2/17/04 (Article IV, Section 6 and Article X, Section 3 )
Amended:	2/13/07 (Article XV, Section 2)