Constitution of the New York State Financial Aid Administrators Association
Ratified and Approved by the Membership in September 1980
Amended October 1985, April 1991, May 1994, April 1998, October 21, 2005, November 16 2007

Article I – NAME
The name of this organization shall be the New York State Financial Aid Administrators Association (NYSFAAA).

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Article II – EXEMPT PURPOSE
This Association is formed exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended and not for pecuniary profit or financial gain. No part of the assets, income or profit of the Association shall be distributed to or inure to the benefit of, any member or officer of the Association or any private individual, except to the extent of reasonable compensation paid which is commensurate with services performed. The Association shall not take steps which will serve to facilitate the transaction of specific business by its members or promote the private interest of any member, or engage in any activities which would constitute a regular business of any kind ordinarily carried on for profit.

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Article III – PURPOSE
The charitable and educational purposes of this Association shall be:

Section 1. To promote the professional preparation, effectiveness, recognition, cooperation, and association of:

Section 2. To serve effectively the interests and needs of students, faculties, government agencies, and sponsors through coordination of plans and programs pertinent to student financial aid.

Section 3. To assist educational institutions, foundations, government agencies and private and community organizations to promote and develop effective programs of student financial aid.

Section 4. To facilitate communication and cooperation among educational institutions and between these institutions and sponsors of student aid funds.

Section 5. To promote such systematic studies, cooperative experiments, conferences and other related activities as may be desirable or required to fulfill the purposes of this Association.

Section 6. To facilitate communication, cooperation and dissemination of information to high school guidance counselors and other secondary school personnel.

Section 7. . To assist in the instruction and training of new Financial Aid personnel in the State of New York and act as consultant to any institution when assistance is requested.

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Article IV – LIMITATION OF ACTIVITIES

Section 1. Notwithstanding any other provision of this certificate, the Association shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by any organization, contributions to which are deductible under Section 170 (c) (2) of such Code and Regulations as they now exist or as they may hereafter be amended.

Section 2. The Association shall not devote more than an insubstantial part of its activities to (a) attempting to influence legislation by propaganda or other means; (b) contacting or urging the public to contact a legislative body for the purpose of proposing, supporting or opposing legislation of Congress or any State or local legislature; (c) advocating the adoption or rejection of any legislation of Congress or any State or local legislature. The Association shall not participate or intervene, directly or indirectly, in any political campaign on behalf of or in opposition to any candidate for public office.

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Article V – TERMINATION DISTRIBUTION
The assets of the Association shall be dedicated to its exempt purpose. In the event of the termination of the Association, whether voluntary or involuntary no member shall be entitled to any distribution or division of its remaining property or its proceeds. The balance of all monies and other property received by the Association from any source, after the payment of all debts and obligations of the Association, shall be used or distributed exclusively for the purposes set forth in ARTICLE II and III, or for any other charitable or educational purpose within the meaning of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

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Article VI – MEMBERSHIP

Section 1. There shall be two classifications of membership in this Association, active membership and associate membership.

Section 2. Active membership shall be limited to those financial aid personnel who are responsible for duties in the direct administration of financial assistance to students at institutions of post-secondary education.

Section 3. Associate membership shall be available to other employees of post-secondary educational institutions not meeting the definition of Active Membership; and to any other individuals who are currently employed by entities whose purpose is ancillary to post-secondary financial aid administration but otherwise consistent with the purpose and mission of NYSFAAA. The Executive Council shall have within its discretion to regulate Associate Membership through its membership policies.

Section 4. Retired Membership shall be available to individuals who were formerly members for at least ten years and are now retired from the profession. Individuals who would otherwise currently qualify for Active or Associate Membership under Sections 2 or 3 of this article are not eligible for Retired Membership.

Section 5. Lifetime membership may be conferred by a vote of Executive Council upon nomination by the Awards Committee.

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Article VII – OFFICERS

Section 1. The officers of this Association shall consist of President, President elect or Immediate Past President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. The officers shall be active members of the Association.

Section 2. Officers shall be elected every two (2) years, as specified in the By-Laws. The President may not succeed her/himself. The Vice-President, Secretary and Treasurer may succeed themselves once. An individual who has previously held an officer position for the maximum terms may be re-elected after remaining out of that office for at least one full term.

Section 3. The term of office of each officer shall begin at the first regular full membership meeting following their election, and continue through the succeeding two years.

Section 4. The duties of officers shall be as specified in the By-Laws and in the parliamentary authority adopted by the Association insofar as the latter does not conflict with the former.

Section 5. Vacancies shall be filled as specified in the By-Laws.

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Article VIII – EXECUTIVE COUNCIL

Section 1. The Executive Council shall consist of the officers of the Association, and eight active members, one from each of the eight designated regions according to the New York Regents Regional Master plan for Post-secondary Education.

Section 2. The term of office of each of the eight active members elected as Councilpersons shall begin at the first regular full membership meeting following their election, and continue through the succeeding two years. Councilpersons may succeed themselves once. An individual who has previously held this position for two successive terms may be re-elected after remaining out of this office for at least one term.

Section 3. The Executive Council shall act in behalf of the Association between meetings and report all actions to the Membership.

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Article IX – MEETINGS

Section 1. Meetings of the Association shall be held at least once a year on such dates at the places as determined by the Executive Council. Notices of meeting shall be made available to all members eligible to attend at least thirty days before the meeting.

Section 2. The Executive Council shall be empowered to hold such meetings as it may determine. Meetings may be called by the President or by petition of three (3) members of the Executive Council.

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Article X – PRIVATE FOUNDATION
If the Association is deemed to be a Private Foundation within the meaning of Section 509 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended then:

Section 1. The Association shall pay the tax imposed on its annual net investment income by Section 4940 of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax laws.

Section 2. The Association shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

Section 3. The Association shall not engage in any act of self dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

Section 4. The Association shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

Section 5. The Association shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

Section 6. The Association shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

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Article XI – AMENDMENTS
This Constitution may be amended by a two-thirds majority of the members voting, provided that each amendment shall have been proposed in writing to the Secretary by the Executive Council, or by a committee authorized by the Association, or by petition of any five voting members of the Association, and provided further that a copy of the proposed amendment shall have been made available by the Secretary to each voting member of the Association at least thirty (30) days before a regularly scheduled meeting. Following the annual meeting a vote of the membership will be conducted within 30 days.

This Constitution may not be amended in such a way as to void the charitable and educational purposes of the Association, or to provide for a purpose which would result in pecuniary profits or financial gain to the Association, or to provide for any operation or activity which is not in furtherance of exempt purposes as set forth in Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist of as they may hereafter be amended.

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BY-LAWS

ARTICLE I – Membership, Dues and Fiscal Year

Section 1. Application for membership in the Association shall be made to the State Membership Chairperson in the Association as instructed by the Executive Council. Approval of the application is granted based on the requirements for Active and Associate Memberships. Members of either classification may choose whichever region(s) they wish to belong.

Section 2. The amount of annual membership dues shall be set by the Executive Council in accordance with budgetary needs of the Association and shall be payable to NYSFAAA.

Section 3. The fiscal year of the Association shall be from July 1 through June 30.

Section 4. Notice of membership dues shall be sent to each member by the State Membership Chairperson annually. Members in arrears may be dropped from the Association.

Section 5. Revenue sharing shall exist based on the Regional status of the Association. The Treasurer shall disburse twice a year on December 31 and June 30, to Regional Councilpersons those monies which are to be shared throughout the Regions based on membership statistics within the Regions as of June 30 of the preceding year The rate of regional revenue sharing will be determined annually by the Executive Council based on the financial status of the Association.

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ARTICLE II – Elections

Section 1. Election of officers except the President-Elect shall be done prior to the full membership meeting every second year. The President-Elect shall be elected the following year. The immediate Past-President, or the President-Elect, or the President's designee shall assume the duties as Chairperson of the Nominations and Elections Committee, that committee to include a Representative from each of the regions constituting NYSFAAA and be established by May 1st of the Election Year. Each region may select its representative in whatever manner it deems appropriate. The election of officers shall be a majority of members voting.

Section 2. Election of councilpersons shall be held every second year. There shall be eight councilpersons, each one to represent each of the aforementioned regions of the New York State Regents Regional Master plan for Post-Secondary Education. Such elections will be coordinated by the State Chairperson of the Nominations and Elections Committee, as designated in Article II, Section 1.

Section 3. When an officer or councilperson ceases to be an active member as defined in Article VI, Section 2 of the Constitution the officer or councilperson's tenure in office will expire immediately.

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ARTICLE III – Duties of the Officers

Section 1. The President shall preside at all meetings of the Executive Council and of the Association, and perform such other duties as pertain to the office of the President. The President shall be a member, ex-officio, of all committees, and shall submit an annual report to the Association. The President shall appoint the chairpersons of all committees.

Section 2. The 1st Vice President shall be responsible for internal issues such as membership. In the absence, or disability, of the President, the 1st Vice President shall have all the powers of the President. The 2nd vice President shall be responsible for external issues such as professional development and outreach.

Section 3. The Secretary shall be responsible for the written records, minutes of the Association, and perform such other duties appropriate to the office The Secretary shall submit reports to the Association as required by the Executive Council. The Secretary shall also notify the members of any regularly scheduled full membership meetings at least thirty (30) days prior to such meetings. The Secretary shall notify the membership at least thirty (30) days in advance of any proposed amendments.

Section 4. The Treasurer shall be responsible for receiving and disbursing all monies of the Association under policies approved by the Executive Council, and shall keep adequate and appropriate records of such receipts and disbursements. The Treasurer shall be ready, whenever required, to turn over to the Council all monies, accounts, record books, papers, vouchers and other records pertaining to the office, and shall turn the same over to the successor when elected. The Treasurer shall submit an annual report to the Association, as required by the Executive Council. The Treasurer is also responsible for the submission of an external audit statement. The Treasurer shall also be responsible for the preparation of an annual budget to be reviewed by the Executive Council and approved at the full membership meeting.

Section 5. The Treasurer shall have an additional function, in view of regional revenue sharing and in accordance with New York State's requirement to conform to federal and state guidelines relative to tax exempt status, of establishing and overseeing regional bookkeeping procedures.

Section 6. The Immediate Past President shall advise the President and Council and serve on committees as appointed and chair and be responsible for validating any vote taken concerning an officer's removal from office.

Section 7. The President-elect shall prepare for office and serve on committees as appointed by the President or Council.

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ARTICLE IV – Duties of the Executive Council

Section 1. During the interim between annual or other official meetings the Executive Council shall have all power and authority over the affairs of the Association except that of modifying any official actions adopted by the full membership of the Association.

Section 2. The Executive Council will operate under a policy-making procedure which will be ratified by the Council and shall be included under Article VIII Parliamentary authority.

Section 3. Each Councilperson or his/her appointee, or elected representative will:

The appointed or elected representative of the Councilperson shall have all powers for voting when attending an Executive Council meeting.

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ARTICLE V – Committees and Appointments
The President shall make all appointments as are deemed necessary to carry out the functions of the Association. All such appointments shall be subject to approval by the Executive Council.

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ARTICLE VI – Vacancies in Offices

Section 1. Should the President be unable to take office or complete the term of office, the 1st Vice President shall assume the Presidency. A vacancy occurring in the Vice Presidency shall be filled by a member of the Executive Council.

Section 2. A vacancy occurring in any office, other than that of President or Vice-President, shall be filled until the next general election of the Association by the Executive Council upon nomination of the President. In the case of Regional Councilperson, an appointment will be made by the President based upon advice from the Region. Such appointment shall not prejudice the election of the incumbent to a regular term of office.

Section 3. To fill a vacancy, an affirmative vote of a majority of the entire Executive Council by ballot shall be necessary to ratify the appointment by the President.

Section 4. A vacancy in the office of President-elect shall be filled by a state wide election facilitated by the Immediate Past President.

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ARTICLE VII – Parliamentary Authority
Roberts Rules of Order Revised, shall govern the Association.

Standing Rules
Section 1. Modifications to Roberts Rules of Order may be adopted by a majority vote of Council members present and voting.

Section 2. A record of the modification to the rules of the Association shall be kept by the Secretary and be made available to new Council members and, upon request, to any member of the Association.

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ARTICLE VIII – Removal From Office

Section 1. Any officer of the Association may be removed from office by a three-fourths (3/4) vote of the Executive Council at two (2) consecutive meetings of that council which are held not less that thirty (30) days apart. The Immediate Past President shall chair and be responsible for validating any vote taken concerning an officer's removal from office.

Section 2. Regional councilpersons are elected by the region they serve. They may be removed from office by a three-fourths (3/4) vote of the members of that region eligible to vote. This decision will take place by two (2) separate votes held not less than thirty (30) calendar days apart.

Section 3. Chairs of committees serve at the pleasure of the President with the approval of Council.

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ARTICLE IX – Voting and Quorum

Section 1. The voting privilege in the Association is extended to all members whose dues are paid.

Section 2. The Association shall allow elected councilpersons to authorize proxy representation at Executive Council meetings for the purposes of discussions and voting. Proxy designees must be Active NYSFAAA members (as defined by Article VI Section 2 of the Constitution) in an elected position of the Region. Proxy representative may not be counted in a quorum.

Section 3. At any meeting of the Association, a quorum shall be the number of members present at the meeting at the time of any vote.

Section 4. A quorum of the Executive Council shall be a majority of that group.

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ARTICLE X – Amendment of the By-Laws
These By-Laws may be amended by a majority of Association members voting after a canvas of the entire membership; provided that each amendment shall have been proposed in writing to the Secretary, (a) by the Executive Council, or (b) by a committee authorized by the Association, or (c) by a petition of any five members of the Association, and provided further, that a copy of the amendment shall have been made available to each member by the Secretary of the Association at least thirty (30) days before the full membership meeting. Following the annual meeting a vote of the membership will be conducted within 30 days.

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