Bylaws

Article I – Name and Purposes

Section 1 - Name: The name of this corporation shall be the New York State Organization of Bursars and Business Administrators, Inc. (NYSOBBA).

Section 2 - Mission Statement: We are committed to the professional growth of our members who have direct student financial services responsibilities in higher education.

Section 3 - Purposes:

1. To promote and foster ethical standards and best practices.
2. To offer training, networking and mentoring opportunities in a supportive environment.
3. To assist members in recognizing technological, environmental or regulatory trends, and future opportunities.
4. The corporation (or “NYSOBBA”) shall be organized and operated exclusively for charitable and educational purposes, and no part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, officers, directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its not-for-profit purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.

Section 4 - Primary Territory:NYSOBBA’s activities are based in the State of New York. As opportunities for growth occur and resources become available, NYSOBBA may consider expanding its membership into the Northeastern United States.

Section 5 - Regions:NYSOBBA is comprised of seven regions within the State of New York: Northeast, Mid-Hudson, Western, Genesee Valley, Central (including Jefferson County), New York City, and Long Island. The Board has the authority to add, alter, or combine these regions as necessary.

Article II – Membership and Meetings

Section 1 - Classifications of Membership: NYSOBBA has two classifications of members: (1) voting members and (2) non-voting members

1. Voting members (known as institutional members) shall consist of individuals who have direct or supporting responsibility for student-related business functions in higher education.

1. Non-voting members shall consist of individuals who are interested but not directly involved in student-related business functions. There shall be two types of non-voting members:
   
   1. Business Partners consist of vendors who provide products and services to individuals who have direct responsibility for student-related business functions in higher education. Business Partners may also consist of individuals from governmental entities that have a direct impact on student financial services.

Section 2 - Application for Membership: Application for membership shall be made online through NYSOBBA's website. If a question arises regarding the eligibility of a particular applicant, the Board of Directors (or “Board”) will determine the applicant’s eligibility.

Section 3 - Dues: The dues structure shall be determined by the Board so that members in all categories are charged fairly. Although the Board shall remind members to renew, members are ultimately responsible for renewing their own memberships each year. Dues are to be paid no later than the first day of each new membership year.

Section 4 - Year: NYSOBBA’s membership year and fiscal year shall be from August 1 to July 31.

Section 5 - Resignation: Any member may cancel his/her membership by at any time by submitting his/her resignation in writing to the Secretary of the Board.

Section 6 - Expulsion From Membership: Each member shall be subject to removal for cause before the end of the membership year. Each member shall also cease to be active and in good standing if his/her membership dues are not current and paid in full.

Section 7 - Meetings of Members: Meetings of the membership shall be held at least once a year at such a place and time as determined by the Board. The Board may also call other meetings or direct changes to meetings.

Section 8 - Notice of Meetings: Notice of any meeting of members shall be sent to all members (voting and non-voting) no less than 30 days in advance if practicable.

Section 9 - Voting by the Membership: Each institutional member shall be entitled to one vote, provided that dues are paid in full and current at the time of voting. Voting by proxy is not permitted. Voting either in person or electronically is acceptable and is to be determined in each instance by the Board.

Section 10 - Quorum: A quorum shall be reached when either 20% of all currently active institutional members are available or 100 currently active institutional members are available, whichever is less.

Article III – Board of Directors

Section 1 - Composition and Role: NYSOBBA’s Board shall consist of Officers, Regional Directors, and one Business Partner. The Board is the decision-making authority for the corporation. The property, affairs, and management of NYSOBBA shall be vested in and controlled by the Board. The Board has the authority and responsibility to make and change policies as may be necessary and prudent to ensure the health of NYSOBBA, to ensure efficient administration, and to promote NYSOBBA’s mission, purposes, vision and goals.

1. The President shall make necessary appointments, including committee appointments, as deemed necessary to carry out NYSOBBA’s functions.
2. At least once every two years the Board shall appoint an external auditor who is not a member of NYSOBBA to render an opinion on the financial statements.
3. Any member of the Board shall be subject to removal for cause before the expiration of his/her term by a vote of the Board. Any member of the Board shall also immediately cease to remain in office if his/her membership dues are not current and paid in full. “For cause” means any violation as defined in the Code of Conduct for Board Members.
4. Vacancies on the Board occurring between annual meetings, for any reason whatsoever, shall be filled for the unexpired term by nomination by the President and approved by the Board. Election in this manner shall not prevent the election of the incumbent to a regular term of office.
5. If any member of the Board voluntarily or involuntarily terminates employment with a college or university in the State of New York, he/she shall immediately cease to be a member of NYSOBBA and, therefore, shall no longer be a member of the Board.

Section 2 - Meetings: Meetings of the Board shall be held immediately following the annual membership meeting, and at any other time and place specified by the President. The President shall also call a meeting whenever requested to do so in writing by three other members of the Board. The President shall preside at all meetings of the Board.

Section 3 - Notice of Meetings: The President or Secretary shall give notice of each meeting to the Board no less than three days before a meeting. Any Board member may waive notice of any such meeting.

Section 4 - Voting by Board: Any action to be taken by the Board shall, except as otherwise provided, be authorized by a simple majority of votes cast by Officers and Regional Directors available at a meeting of the Board. Only institutional members of the Board are eligible to vote. Therefore, each Officer and Regional Director is entitled to one vote. The Business Partner on the Board is not eligible to vote. Their purpose is to advise the Officers and Regional Directors.

Section 5 - Quorum: At any meeting of the Board, a simple majority of the institutional members of the Board shall constitute a quorum and, therefore, may decide any question that comes before the meeting.

Section 6 - Action By Written Consent: Pursuant to the Certificate of Incorporation for these bylaws, whenever the Board is required or permitted to take any action by vote, the action may be taken without a meeting provided that a written consent, setting forth the action taken, is signed by the Board.

Section 7 - Officers: Officers have the authority and responsibility to provide leadership, guidance, and vision for NYSOBBA. The Officers of NYSOBBA consist of a President, Vice President, Secretary, Treasurer, and Immediate Past President (or “Past President”). There may be additional officers as needed from time to time.

Section 8 - Nomination of Officers: Nominations are sought every two years for Officers. With the exception of the Presidency which requires at least one term of previous Board experience in another capacity,all NYSOBBA members are encouraged to seek office. Individuals may nominate either themselves or a colleague, and the Past President may solicit candidates at the appropriate time during an election year.

Section 9 - Election of Officers: Officers must be current institutional members of NYSOBBA but cannot concurrently be Regional Directors. Officers shall be elected by a majority of the institutional members present and voting at the meeting of the membership or within 30 days from the meeting of the membership if voting is done electronically. In order to insure that there will always be continuity and experience on the Board of Directors, the President and Vice President shall be elected in odd years and the Secretary and Treasurer shall be elected in even years.

Section 10 - Term for Officers: Officers shall be elected for a two-year term and may run for additional terms. The term shall begin immediately upon election and expires either when a successor has been elected or when an Officer ceases to be an active member of NYSOBBA.

1. The President cannot be elected for a second term. Instead, s/he automatically assumes the position of Past President immediately after his/her term as President has ended.
2. If the current President is filling an unexpired term of the previous President, the current President is eligible to be elected for a full two-year term immediately after completing the unfulfilled term of his/her predecessor.

Section 11 - Vacancies of Officers: Should the President be unable to take office or complete the term of office, the Vice President shall immediately assume the Presidency. A vacancy occurring in the Vice Presidency shall be filled for the unexpired term by a member of the Board, who shall be elected by the Board.

Section 12 - President: The President shall preside at all meetings of the Board and of the membership and shall perform such other duties as pertain to the office of President and are assigned by the Board. The President shall be a member, ex-officio, of all committees, and shall submit an annual report to the membership. The President shall also be the owner of NYSOBBA’s social media and shall oversee, delegate, grant administrative rights, and/or appoint such committees as deemed prudent in order to manage NYSOBBA’s social media.

Section 13 - Vice President: The Vice President shall assist the President. In the absence or disability of the President, the Vice President shall have the authority and shall perform all the duties of the President. The Vice President shall also serve as Chair of the Membership Committee and shall perform such other duties as are appropriate to the office. The Membership Committee shall consist of the Vice President, Treasurer, Regional Directors, and any additional members as the President or Vice President deem appropriate.

Section 14 - Secretary: The Secretary shall be responsible for creating NYSOBBA’s official minutes, safeguarding NYSOBBA’s minutes and records, and performing such other duties as are appropriate to the office as the President or Board may prescribe. The Secretary shall submit reports to the membership as required by the Board. The Secretary shall notify the membership in writing at least thirty days in advance of any proposed amendments.

Section 15 - Treasurer: The Treasurer shall be responsible for receiving and disbursing all monies belonging to NYSOBBA according to policies approved by the Board, and shall keep adequate and appropriate records of such receipts and disbursements. When required, the Treasurer shall turn over to the Board all monies, accounts, records, papers, vouchers and reports pertaining to the office, and shall turn over the same to his/her successor when elected. The Treasurer shall submit an annual written report to the membership, as required by the Board. The Treasurer shall have the additional function of monitoring the corporation’s conformance with federal and state guidelines relating to NYSOBBA’s tax exempt status.

Section 16 - Past President: The Past President (or the President’s designee if the Past President is unavailable) shall serve as Chair of the Nomination and Election Committee. This Committee shall include all the Regional Directors. The Past President shall also serve as Chair of the Scholarship Committee which shall consist of the Past President, Treasurer and other members of the Board as needed.

Section 17 - Other Officers: Other officers shall perform such duties and have such authority as may be assigned to them by the Board.

Section 18 - Regional Directors: Regional Directors shall organize communications, coordinate professional development activities, and, as needed, appoint representatives to committees within their respective regions. NYSOBBA’s annual conference shall be hosted by one or two regions each year. Therefore, when a conference is scheduled to occur within a respective region, the corresponding Regional Director’s primary responsibility for that upcoming year will be to chair a planning committee for that conference.

Section 19 - Regional Representation: If any region is not represented by at least five institutions having a minimum of one institutional member each, the Board may vote to either:

1. Combine that region with another region until such time as there are sufficient regional members to resume its normal status; or
2. Nominate a candidate for Regional Director from outside of that region who is acceptable to and approved by the institutional members of said region and who is charged with an additional responsibility of revitalizing the membership of said region.

Section 20 - Election of Regional Directors: There shall be one Regional Director from each of the seven regions. Regional Directors shall be elected by active institutional members within their respective regions. The Past President shall conduct each regional election. The result of each regional election shall be reported to the President no later than two weeks prior to the general membership meeting. Regional Directors shall be elected each year as follows: Western, Northeast, Genesee Valley, and Long Island Regional Directors in odd years; Central, Mid-Hudson, and New York City Regional Directors in even years.

Section 21 - Term for Regional Directors: Regional Directors shall be elected for a two-year term and may run for additional terms. The term shall begin at the end of the next annual conference and expires either when a successor has been elected or when a Regional Director ceases to be an active member of NYSOBBA.

Section 22 - Vacancies of Regional Directors: Vacancies of Regional Directors occurring between annual meetings, for any reason whatsoever, shall be filled from within the Region affected, if possible, for the unexpired term by nomination by the President and approved by the Board. Election in this manner shall not prevent the election of the incumbent to a regular term of office.

Section 23 - Business Partner Representative: One Business Partner shall serve on the Board. They may only serve for one two-year term. Candidates shall apply to the Board prior to the next annual membership meeting. The Business Partner is expected to participate in every Board meeting although they are ineligible to vote.

Article IV – Indemnification

Section 1 - Indemnification: All current and previous NYSOBBA Board members shall be indemnified.

1. This indemnification shall cover any and all expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being, or having been, a NYSOBBA Board member.
2. The exception to this indemnification is in relation to matters as to which they are adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of their duties.
3. Such right of indemnification shall not be deemed exclusive of any other rights to which they may be entitled under any bylaws, agreement, vote of members, or as permitted by law.

Section 2 - Insurance: The Board of Directors shall carry adequate insurance coverage to protect them from liability and errors and omissions.

Article V – Dissolution

In the event of dissolution, all of NYSOBBA’s remaining assets and property shall, after payment of necessary expenses thereof, be distributed to such corporations as shall qualify under Section 501(c)3 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or to another corporation to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York in the judicial district where NYSOBBA’s principal office is then located will best accomplish the general purpose for which NYSOBBA was formed.

Article VI – Logo Design

NYSOBBA shall have a logo that uses at least one of its two colors (blue and white) and shall have its full name New York State Organization of Bursars and Business Administrators in the design. This design shall be used exclusively by the corporation and there shall only be one design in use at any given time. Any change in logo shall be approved by a simple majority of institutional members available to vote.

Article VII – Amendment of Bylaws

These bylaws may be amended, altered, or repealed, in whole or in part, in accordance with Article II, Section 9 (“Voting by the Membership”) of these bylaws as presented by the Board in accordance with Article III, Section 4 (“Voting by the Board”) and Article II, Section 8 (“Notice of Meetings”).

Bylaw Approval/Amendments

• Original Approval by membership - February 1979
• Amended: June 1984
• Amended: May 1988
• Amended: June 1992
• Amended: June 1993
• Amended: June 1996
• Amended: June 2003
• Amended: June 2013
• Amended: June 2016