NADD By-Laws

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Article I — Name and Location

SECTION 1. The name of this organization shall be the National Association
of Deans and Directors of Schools of Social Work (to be known as NADD), a non-profit
corporation incorporated in the District of Columbia.

SECTION 2. The principal office of the Corporation shall be located in the
District of Columbia. The Corporation may also have such offices at such other
places as the Board of Directors may from time to time determine.

Article II — Objectives

The objectives of this Corporation shall be:

SECTION 1. To advance the excellence and interests of social work education,
including, for such purposes, the making of such distributions to organizations
that qualify as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code of 1954 (or the corresponding provisions of any future United States
Internal Revenue law); to establish and maintain a national organization to
achieve these purposes.

SECTION 2. To educate the general public as to the needs of social work education.

SECTION 3. To encourage financial support for students in social work education
programs.

SECTION 4. To encourage research for the advancement of social work education.

SECTION 5. To represent the interests of the members to the Council on Social
Work Education.

SECTION 6. To provide a forum for its members to discuss problems and opportunities
for advancement of social work education and research.

SECTION 7. To solicit and accept contributions from the general public and/or
public or private institutions or local or federal government agencies, donated
to it for the furtherance of a program or programs sponsored by the Corporation.

SECTION 8. To engage in activities in the furtherance of social work education

SECTION 9. To conduct all functions necessary for the advancement and administration
of the corporation and to perform all acts necessary to comply with the laws
to which the corporation is subject.

Article III — Membership

SECTION 1. Membership is open to graduate or combined graduate and undergraduate
social work degree programs accredited by the Council on Social Work Education
or the Canadian Association for Social Work Education, and programs in candidacy
with the Council on Social Work Education or the Canadian Association for Social
Work Education, as represented by the chief executive officer. The chief executive
officer is that person whose primary responsibility is oversight of the social
work programs. The chief executive officer, as described above, shall be the
only voting member from each eligible institution. Voting by proxy is prohibited.

SECTION 2. The right or interest of a member program shall not terminate except
upon the happening of any of the following events: Resignation, expulsion, dissolution,
or liquidation of the Corporation, the non-payment of dues, loss of accreditation,
or failure to complete the accreditation process. The Board shall establish
a procedure by which it gives notice of suspension of membership and method
for reinstatement to a member.

Article IV — Dues

SECTION 1. Establishment of Dues. Dues and admission fees, if any, for members
shall be determined and revised from time to time by the membership, upon recommendation
of the Board of Directors when it deems necessary or advisable.

SECTION 2. Delinquency and Cancellation. A member of the corporation who remains
delinquent in payment of dues for a period of 90 days without good cause shall
be suspended from membership and the privileges of membership.

SECTION 3. Refunds. No dues shall be refunded to any member program whose membership
is suspended or terminates for any reason.

Article V — Meeting of Members

SECTION 1. The Annual Meeting of members of the Corporation shall be held on
such date or dates as shall be fixed from time to time by the Board of Directors
of the Corporation. Each Annual Meeting shall be held during the year following
the last annual meeting in the twelfth (12th) month after the last annual meeting.

SECTION 2. Special meetings of members may be held on such date or dates as
may be fixed by the Board of Directors of the Corporation from time to time
and by the members on such dates as shall be permitted by law.

SECTION 3. Any Annual or Special Meeting of members may be held at such place
within or without the District of Columbia or electronically as the Board of
Directors of the Corporation may from time to time fix. In the event the Board
of Directors shall fail to fix place or time, or in the event such members are
entitled to call or convene a Special Meeting in accordance with law, then,
in such event, such meeting shall be held at the principal office of the Corporation.

SECTION 4. Annual or Special Meetings of members may be called by the Board
of Directors or by any officer of the Corporation instructed to do so by the
Board of Directors, except to the extent that directors may be required by law
to call a meeting, and shall be called by the Secretary on behalf of the members,
when required to do so by law.

SECTION 5. Written notice stating the place, day, and hour of the meeting shall
be given for all meetings. Such notice shall state the person or persons calling
the meeting.

A. Annual Meeting. Notice shall state that the meeting is being called
for the election of directors and for the transaction of such other business
as may properly come before the meeting.

B. Special Meetings. Notice shall state the purpose or purposes for which
the meeting is called. Only the business stated in the Notice of Meeting may
be transacted thereat.

C. Notice of Meeting shall be given electronically not less than ten (10)
days nor more than forty (40) days before the date of the meeting, using addresses
of each Chief Executive Officer as provided to the Corporation. Notice is recognized
when receipts for electronic communication are returned.

D. Adjournment. Any meeting of members may be adjourned from time to time.
In such event, it shall not be necessary to provide further notice of the time
and place of the adjourned meeting if announcement of the time and place of
adjourned meeting is given at the meeting so adjourned. In the event the Board
of Directors fixes a new record date for an adjourned meeting, a new notice
shall be given, in the same manner as herein provided.

E. Waiver of Notice. No notice need be given to any member who executes
and delivers a Waiver of Notice before or after the meeting. The attendance
of a member in person at a meeting, without protesting the lack of notice of
a meeting, shall constitute a waiver of notice by such member.

Section 6. A list of current members of the Corporation in good standing shall
be made available at its website at least ten (10) days prior to any meeting.
This list shall be evidence of the right of the chief executive officer of each
member program to vote at such meeting.

SECTION 7. Annual Report. At each Annual Meeting of members, the President
shall present an Annual Report. Such report shall be filed with the records
of the Corporation and entered in the minutes of the proceedings of such Annual
Meeting of members. The Annual Report to members shall include a description
of income and expenditures, a complete list of actions taken by the Board of
Directors since the last Annual Meeting, and it shall be posted on the Corporation’s
website.

SECTION 8. Meetings of the members shall be presided over by the following
officers in order of seniority—President, Vice President, or, if neither
of the foregoing is in office or present at the meeting, by a Chair to be chosen
by the President, or if unable to act, by a Chair chosen by the Vice President.
The Secretary of the Corporation shall act as Secretary of every meeting. When
the Secretary is unavailable, the President or Chair shall appoint a Secretary
of the meeting.

SECTION 9. Quorum. Except as provided by law, the members present shall constitute
a quorum at a meeting of members for the transaction of any business. Each member
in good standing shall have one (1) vote. Except to the extent provided by law,
all action shall be by a majority of the votes cast. Whenever the vote of members
is required or permitted, such action may be taken without an in person meeting
by the scheduling of an electronic meeting and obtaining the consent of a majority
of those entitled to vote. The meeting and voting process shall be conducted
under a procedure established by the Board of Directors.

SECTION 10. Cancellation of Meeting. The Board of Directors may cancel any
meeting for cause.

Article VI — Officers

SECTION 1. Elected Officers. The elected officers of this Corporation shall
be a President, Vice-President, Secretary, and Treasurer to be elected by the
members at their Annual Meeting and who will serve until their successors have
been duly elected and assume office.

SECTION 2. Qualifications of Office. Only chief executive officers of member
programs in good standing shall be eligible for nomination and election to any
elective office of this Corporation.

SECTION 3. Term of Office. Each elected officer shall take office immediately
upon installation and shall serve for a term of three (3) years or until his
or her successor is duly elected. Each elected officer shall serve concurrently
as a member of the Board of Directors and as a member of the Executive Committee.
Elected officers may be reelected to a second term of office not to exceed two
consecutive terms.

SECTION 4. Vacancies/Removal. Vacancies for any officer position shall be filled
in the interim by appointment of the President from among the existing Board
of Directors for the purpose of filling the vacated term of office only. The
Board of Directors, in its discretion, by a two-thirds (2/3) vote may remove
any Board Member from office for cause, as defined in the procedures established
by the Board for removal.

Article VII — Duties of Officers

SECTION 1. President. The president shall serve as Chair of both the Board
of Directors and Executive Committee. He/she shall also serve as a member, ex-officio,
with right to vote, on all committees, The President shall make all required
appointments of standing and special committees with the approval of the Board
of Directors.

At meetings of the Board of Directors and at such other times as he/she shall
deem proper, the President shall communicate to the members of the Board and
to the membership such matters and make such suggestions as may in the President’s
opinion tend to promote the welfare and increase the usefulness of the Corporation.
The President shall perform such other duties as are necessary incident to the
office of President or as may be prescribed by the Board of Directors.

SECTION 2. Vice President. The duties of the Vice-President shall be Chairperson
of the Program Committee and other duties as delegated to him or her by the
Board of Directors or the President. The Vice President shall perform the duties
of the President in the event of his/her inability to serve for the duration
of the term of the vacated office.

SECTION 3. Secretary. The Secretary shall be responsible for the proper and
legal mailings of notices to members. The Secretary shall see to the proper
recording of proceedings of meetings of the Corporation, Board of Directors
and all committees; and carry into execution all orders, votes and resolutions,
not otherwise committed. The Secretary shall see that accurate records are kept
of all members.

SECTION 4. Treasurer. The Treasurer shall be in charge of the Corporation’s
funds and records. As Treasurer he/she shall collect all member dues and/or
assessments; shall have established proper accounting procedures for the handling
of the Corporation’s funds and shall be responsible for the keeping of
the funds in such banks, trust companies and/or investments as are approved
by the Executive Committee. The Treasurer shall report on the financial condition
of the Corporation at all meetings of the membership and of the Board of Directors
and at other times when called upon by the President.

At the end of each fiscal year, the Treasurer shall prepare an annual report
of income and expenditures. At the expiration of his or her term of office,
the Treasurer shall deliver over to his or her successor all books, money, and
other property in his or her charge, or in the absence of a successor, shall
deliver all properties to the President.

Article VIII — Board of Directors

SECTION 1. Authority and Responsibility. The governing body of this Corporation
shall be the Board of Directors. The Board of Directors shall oversee the affairs
of the Corporation, including but no limited to its committees and publications;
shall determine its policies of changes therein subject to the limitations of
these By-Laws; shall actively prosecute its objectives and supervise the disbursement
of its funds. The Board may adopt such rules and regulations for the conduct
of its business as shall be deemed advisable and may, in the execution of powers
granted, delegate certain of its authority and responsibility to the Executive
Committee.

SECTION 2. Composition. The Board of Directors shall consist of not less than
seven (7), nor more than eleven (11) elected members, of which the President,
Vice-President, Secretary, and Treasurer shall be a part. Any Officer or member
of the Board of Directors wishing to run for another office in the organization
must resign from his or her current position.

SECTION 3. Ex-Officio Members. Upon recommendation of the President, the Board
may appoint up to two ex-officio members who shall serve without the right to
vote for a term to run concurrent with that of the appointing president.

SECTION 4. Manner of Election and Term. Each elected director shall be elected
to a three (3) year, staggered term.

SECTION 5. Nominations. The Nominating Committee, acting in accordance with
Article X. Section 1, of these By-Laws, shall present a double slate for each
seat on the Board to the membership at least thirty (30) days before the election.

SECTION 6. Quorum of the Board. At any meeting of the Board of Directors, one
more than half of the members of the existing Board shall constitute a quorum
for the transaction of the business of the Corporation and any such business
thus transacted shall be valid providing it is affirmatively passed upon by
a majority of those present.

SECTION 7. Meetings of the Board. A regular meeting of the Board of Directors
shall be held not less than one (1) time during each administrative year at
such time and at such places as the Board may prescribe. Notice of all such
meetings shall be given to the Directors not less than thirty (30) days before
the meeting is held. Special meetings of the Board may be called by the President
or at the request of any two (2) Directors, by notice electronically mailed
to each member of the Board of Directors not less than seventy-two (72) hours
before the meeting is held.

Action taken by a mail or e-mail ballot of the members of the Board of Directors,
in which at least a majority of such directors, in writing, indicate themselves
in agreement, shall constitute a valid action of the Board if reported at the
next regular meeting of such Board.

SECTION 8. Voting. Voting rights of a director shall not be delegated to another
nor exercised by proxy.

SECTION 9. Absence. Any elected officer or director who shall have been absent
from two (2) consecutive regular meetings of the Board of Directors without
good cause shown may be requested by a two-thirds (2/3) vote of the Board to
vacate the seat on the Board of Directors and the vacancy shall be filled as
provided by these By-Laws; however the Board of Directors shall consider each
absence of an elected officer or director as a separate circumstance and may
expressly waive such absence by affirmative vote of a majority of its members.

SECTION 10. Vacancies and Removal. Any vacancy occurring on the Board of Directors,
not including officers, shall be filled by election by the membership as outlined
in Article VI, Section 4. The Board of Directors may in its discretion, by affirmative
vote of two-thirds (2/3) of its members, remove any director for cause.

SECTION 11. Compensation. Directors shall not receive any compensation for
their services. Directors may be reimbursed for expenses incurred in their service
to the Board.

Article IX — Executive Committee

SECTION 1. Authority and Responsibility. The Executive Committee may act in
place and stead of the full Board of Directors between Board meetings on all
matters, except those specifically reserved to the full Board by these By-Laws,
pursuant to delegation of authority to such committee by the Board of Directors.
Actions of the Executive Committee shall be reported to the full Board for ratification
electronically, by mail or at the next Board meeting.

SECTION 2. Composition and Election. The Executive Committee shall consist of
the President as Chairman, Vice President, Secretary, and Treasurer.

SECTION 3. Quorum – Call of Meetings. A majority of the Executive Committee
shall constitute a quorum at any duly called meeting of the Committee. The President
shall call such meetings of the Executive Committee as the business of the Corporation
may require, or any two (2) members of the Executive Committee may call for
a meeting of the Committee

SECTION 4. Vacancies. Any vacancy occurring on the Executive committee shall
be filled in the manner provided in Article VI, Section 4.

Article X — Special and Standing Committees

Committee members shall be elected to serve for a term of three (3) years.
Members may serve two (2) consecutive terms. Nominations for membership shall
be made by the prior Nominating Committee, with a double slate of candidates
for each position to be filled. The Committee shall present this slate to the
membership at least thirty (30) days before the election is to be held.

Membership on the Committee shall revolve with one third (1/3) of the members
being replaced each year.

The six elected members of the Nominating Committee are not eligible for nomination
for another office in the Corporation while serving on the Nominating Committee.

The Nominating Committee shall meet to develop suggestions for those directorships
that are vacant or about to expire. The Nominating Committee shall then nominate
a double slate of candidates for the required directorships of the Corporation
as provided in these By-Laws and report such nominations to the membership at
least thirty (30) days prior to its scheduled election.

SECTION 2. Budget and Finance Committee. The Budget and Finance Committee shall
consist of the President, Vice President, Treasurer and two members of the Corporation
who are not directors during their tenure on the Committee. The Treasurer shall
serve as Chair. The committee shall, in concert with the Treasurer, will develop
the annual budget of the Corporation and prepare recommendations for the Board
of Directors. The committee may perform such other duties in connection with
the finances of the Corporation as the Board may determine from time to time.

SECTION 3. Program Committee. The Program Committee shall be chaired by the
Corporation’s Vice President. Any members of the Corporation who wish
to participate in the Committee shall constitute its membership.

The Program Committee is responsible for planning the location and program
of meetings of the Corporation. The Committee will periodically survey the membership
to ascertain site and program preferences.

SECTION 4. Special Committees. The President, with the approval of the Board
of Directors, shall appoint such other committees, subcommittees or task forces
as are necessary and which are not in conflict with other provisions of these
By-Laws, and the duties of any such committees shall be prescribed by the Board
of Directors upon their appointment.

Article XI — Staff

SECTION 1. Appointment. The Board may retain the services of individuals to
assist with the conduct and operations of the Corporation and whose term and
condition of service shall be specified by the Board.

Article XII — Finance

SECTION 1. Fiscal Period. The fiscal period of the Corporation shall be prescribed
by the Budget and Finance Committee with the approval of the Board of Directors.

SECTION 2. Audit. The accounts of the Corporation shall be audited annually
by a certified public accountant who shall be appointed by the President with
the approval of the Board and who shall provide a report to the Board of Directors.

SECTION 3. Indemnification of Directors and Officers. The Offices and Directors
for the Corporation shall be indemnified to the full extent permitted by law
as long and to the extent covered by the Corporation’s insurance, as long
as their actions were taken in good faith, within the scope of their authority
and are not acts of willful misconduct or transactions from which they improperly
benefited.

The Corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the Corporation, against
any liability asserted against him/her and incurred by him/her in any such capacity,
or arising out of his/her status as such, whether or not the Corporation would
have the power to indemnify him/her against such liability under the provisions
of this Section.

Article XIII — Dissolution

SECTION 1. Upon the dissolution of the Corporation, the Board of Directors
shall, after paying or making provision for the payment of all the liabilities
of the Corporation, dispose of the organization’s assets to an organization
or organizations organized and operated exclusively for charitable, educational,
religious, or scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(c)(3) of the Internal Revenue
Code of 1986 (or the corresponding provision of any future United States Internal
Revenue law), as the Board of Directors shall determine. Any such assets not
so disposed of shall be disposed of by the Superior Court of the District of
Columbia or by and other appropriate court of the county in which the principal
office of the Corporation is then located, exclusively for such purposes or
to such organization or organizations, as said court shall determine, which
are organized and operated exclusively for such purposes.

Article XIV — Amendments

SECTION 1. These By-Laws may be amended or repealed by a two-thirds (2/3) vote
of the members present at any of its meetings duly called, notice of such proposed
changes having been sent electronically to the members at least thirty (30)
days before such meeting.

Article XV — Rules of Order

SECTION 1. The meetings of the Board of Directors and members of this Corporation
shall be regulated and controlled according to ROBERTS RULES OF ORDER (Revised)
for parliamentary procedure, except as may be otherwise provided in these By-Laws.