ICFAD 2007 – 2008 BYLAWS
CONTENTS
1.
PURPOSE
2.
MEMBERSHIP
3.
OFFICERS
4.
EXECUTIVE COMMITTEE
5.
BOARD OF DIRECTORS
6.
COMMITTEES
7.
ELECTION PROCEDURES
8.
EXECUTIVE DIRECTOR
9.
FINANCES
10. AMENDMENTS
11. PARLIAMENTARY AUTHORITY
1. PURPOSE:
CHARTER PROVISIONS
1.1 PURPOSE:
The International Council of Fine Arts Deans ICFAD (or the Council) is
an alliance of arts administrators representing institutions of higher
education. ICFAD provides leadership in arts education, a forum for the
exchange of ideas and information, and addresses issues of common concern.
Further, ICFAD is committed to fostering the highest standards in the
profession, encouraging global understanding and cooperation, providing
services to its members, and offering leadership for the arts in society.
ICFAD
meets its mission by:
• providing forums, conferences and publications in higher education in the arts.
•
developing dialogue with other organizations, particularly those with similar
goals and objectives.
• fostering arts education practice and research across the boundaries of arts-related disciplines.
•
embracing diversity through the encouragement of the study of arts in all
cultures.
•
promoting partnerships between academic institutions and communities in which
they are found.
1.2 NON-PROFIT CHARACTER: ICFAD is a non-profit organization.
1.3 RESTRICTED ACTIVITIES: ICFAD shall not lobby to influence
legislation other than as an insubstantial part of its activities and shall not
engage in propaganda.
2. MEMBERSHIP
Membership in the
International Council of Fine Arts Deans shall be open to post-secondary
institutions that foster the practice and/or study of the creative arts. ICFAD does not discriminate against any
institution or person on the basis of race, gender, religion, national origin,
age, sexuality or disability.
2.1 INSTITUTIONAL
MEMBERSHIP: This membership is held by
the chief executive arts administrator of the academic unit or a designee. This member would receive full benefits of the
organization and would hold the voting privileges of the unit.
Recognizing that some institutions organize the arts
disciplines into separate schools or colleges, with each reporting directly to
the Chief Academic Officer, ICFAD also invites membership from institutions
that have other administrative structures.
In instances where institutions have more than one institutional
representative, each Institutional Representative shall have one vote.
When not in attendance, an Institutional Representative
may designate a proxy from the institution to cast the vote for the
institution. In special circumstances a
proxy ballot from an Institutional Representative may be cast upon notification
to the Executive Director at least fourteen (14) days prior to the date of the
annual meeting.
2.2 ASSOCIATE
MEMBERSHIP: This membership is held by
additional academic arts administrators whose unit holds an Institutional
Membership. The Associate member would
receive full benefits of the organization, but would not have voting
privileges. There would be no limit to
the number of Associate members from any unit holding Institutional
Membership. The Board of Directors may
develop reciprocity agreements in the form of Associate Membership to
institutions who belong to professional arts organizations that have a current
“Memorandum of Cooperation” with ICFAD.
2.3 AFFILIATE
MEMBERSHIP: The Board of
Trustees of ICFAD may, by formal action, grant "affiliate" membership
to individuals who do not meet the other membership criteria but for whom
membership is deemed appropriate and beneficial to the organization by Board
decision. Beneficial criteria may include professional expertise not readily
available among the existing membership, officers in arts-support organizations,
and those bringing to the Council other areas of understanding that will assist
ICFAD in achieving its mission. Affiliate members would receive full
benefits of the organization, except for voting privileges.”
2.4 EMERITUS
RECOGNITION: Emeritus designation is
awarded by the Board to ICFAD members in good standing who have served as deans
and associate deans and have retired from higher education or have returned to
the faculty. Emeritus Recognition shall
have the same rights, privileges and obligations as Associate members.
2.5 HONORARY
MEMBERSHIP: With the agreement of
the nominee, the Board of
Directors may bestow Honorary membership to distinguished individuals who have
made extraordinary contributions of an artistic, scholarly or political nature.
Honorary members shall have the same rights, privileges, and obligations as
Associate members.
3. OFFICERS
3.1 TERMS:
A. The President
will serve for a period of two (2) years.
The term of office will begin at the close of the annual meeting which
concludes the term of the previous president.
B. After election
to this office, the President-Elect will fulfill the general duties of
vice-president for one year prior to assuming the presidency. In the event that the Past President is
unable to chair the nominating and bylaws committees, it shall be the duty of
the President-Elect to assume the obligations.
C. If any of the
officers become ineligible to serve, the Board of Directors shall either
conduct a special election or appoint a member of the Board of Directors to
serve in an interim capacity.
D. The Past
President shall serve a two-year term (see section 3.3C).
E. The
Secretary/Treasurer will serve for a period of two (2)
years, this term not to be coincidental with the term of
the President.
3.2 NUMBER:
The officers shall include a President, a President-Elect or Past
President, and a Secretary-Treasurer.
3.3 AUTHORITY: DUTIES
A. President
The
President is the principal representative and spokesperson for ICFAD. The
President, with the concurrence of the Executive Committee, shall have the
authority to appoint the members of committees, determine the chairs of all
committees, articulate the charge to committees, and specify the time frame for
review of committees. The President shall have the responsibility to insure that
the membership is informed regarding issues of common interest.
In
order to facilitate the business of ICFAD, the President with the concurrence
of the Executive Committee shall have the authority to act on behalf of ICFAD
and its committees.
B. President-Elect
After
election to this office, the President-Elect will fulfill the general duties of
vice-president for one year prior to assuming the presidency. In the event that
the Past President is unable to chair the nominating and bylaws committees, it
shall be the duty of the President-Elect to assume the obligations.
C. Past President
During the first year of a new president's term, the
Past President will fulfill the general duties of Vice-President to provide
continuity from one administration to the next.
The Past president shall serve as chair for a two-year term of the
Nominating and Bylaws Committees. The
Past President shall lead the ICFAD Endowment effort and serve as ICFAD
Historian. In the event the Past
President is unable to fulfill these responsibilities, it shall be the duty of
the President-Elect to assume these obligations.
D. Secretary/Treasurer
The Secretary/Treasurer will perform the following responsibilities: (1) prepare and distribute minutes for all Executive Committee meetings, Board of Directors Meetings, and general business meetings; (2) prepare a conference summary report of the annual convention for inclusion in the next edition of the newsletter; (3) present the financial report at the general business meeting at the annual conference; (4) review periodic financial reports prepared by the Executive Director; (5) in coordination with the Executive Director, arrange for an official independent accounting review prior to the end of the first quarter after the close of each fiscal year and, to the extent desired by the independent reviewer, participate in the process; (6) in coordination with the Executive Director, prepare an annual budget proposal for the membership; and (7) he/she shall be the alternate signator of Council checks.
E. Parliamentarian
The
President shall appoint a Parliamentarian who shall serve a term concurrent
with that of the President.
4. EXECUTIVE COMMITTEE
4.1 STRUCTURE:
The Executive Committee shall consist of the President, the immediate
Past President (during the first year of the President’s term) or the
President-elect (during the second year of the President’s term), the
Secretary/Treasurer, and the Executive Director, functioning in a non-voting,
ex-officio capacity.
4.2 ELECTION:
The President, Past-President,
President-elect,
and Secretary/Treasurer will be elected in accordance with section 7.1A. Executive Committee members may be removed
for just cause by a 2/3 vote of the Board of Directors.
4.3 TERMS: The President, Past-President,
President-elect, and the Secretary/Treasurer will serve terms in accordance
with section 3.1.
4.4 AUTHORITY:
The President shall serve as
Chair of the Executive Committee.
4.5 MEETINGS:
The Executive Committee shall meet at such times and places as the
President shall determine. Reasonable notice shall be given.
4.6 QUORUM; ACTION BY MAJORITY: Two of the three members of the Executive Committee shall constitute a quorum. The act or vote of a majority of the members present at a meeting at which a quorum is present shall be the act or vote of the Executive Committee (condition under 4.4 Authority). The Executive Committee is authorized to act for the Council during the interim between meetings of the full Board. Minutes of such actions shall be reviewed by the full Board of Directors at its next meeting.
5.1 STRUCTURE:
The Board of Directors should reflect board representation of
international geography, cultural diversity, and gender sensitivity. The Board shall consist of the President,
immediate Past-President (for two years), and the President-Elect (during the
second year of the president's term), Secretary/Treasurer, six members-at-large
elected by the membership, and the Executive Director, functioning in a
non-voting, ex-officio capacity. The
Board shall review periodically its representation in relation to the
composition of the membership.
5.2 ELECTION:
Members shall vote at each annual meeting for successors to those
officers and members whose terms expire. A nominating committee shall present a
slate of candidates for these positions.
The election shall be in accordance with section 7.1A. When appropriate,
as in the case of a natural disaster or other extraordinary event, a mail
ballot may be utilized as determined by the Board
5.3 TERMS:
Elected directors shall serve a term of three years and may not stand
for election for consecutive terms. Past
President serves a two-year term and President-Elect serves a one-year term on
the Board while holding those offices.
5.4 STAGGERED TERMS:
The immediate Past President will continue to serve during the first
year of the President's term, fulfilling the general duties of vice-president
for the first year. During the second
year of the term, the Past President will serve in a non-voting, ex-officio
capacity, leading the ICFAD Endowment and serving as Historian. The President-Elect will serve during the
second year of the President's term, fulfilling the general duties of
vice-president for one year prior to assuming the presidency.
5.5 NUMBER: The Board shall consist of nine (9) elected
Directors and the Executive Director ex-officio, except during the term in
which both President-Elect and Past President concurrently serve when the Board
shall consist of ten (10).
5.6 AUTHORITY:
The Board is vested with the authority to exercise its best judgment as
individuals on behalf of the membership. The Board shall: (1) set the policy of the Council; (2)
authorize the budget (including any fund-raising activities or jointly funded
projects with outside organizations); (3) authorize all grant applications
prior to submission; (4) approve date, location, and theme of conferences; (5)
develop and/or endorse position statements on issues which come before ICFAD or
in regard to concerns of the membership; (6) insure that the membership is
informed by appropriate officers of important trends, events and issues; and
(7) authorize committees as it deems appropriate at any given time and
establish procedures for periodic review of all such committees. The Board of Directors has sole fiduciary
responsibility for the operation of ICFAD and all its committees. Each Director shall have one vote exercisable
in person or by proxy.
5.7 MEETINGS:
The Board shall hold an annual meeting and shall meet at such other
times and places as the President shall determine. Reasonable notice shall be
given.
5.8
QUORUM; ACTION BY MAJORITY:
A
majority of the Board shall constitute a quorum. The act or vote of a majority of the
Directors present at a meeting at which a quorum is present shall be the act or
vote of the Board unless the act or vote of a greater number is required by
these Bylaws or by law.
6.
COMMITTEES
6.1
CATEGORIES: There shall be two general
categories of committees.
A.
Standing Committees:
Nominating
Committee
Bylaws
Committee
Conference
Planning Committee (The chair shall be the President)
The three standing committees operate under the authority of the Board of Directors fulfilling organizational responsibilities of a periodically recurrent nature. The Nominating and Bylaws committees will have the same structure: one representative elected by the membership and one representative appointed by the president who shall serve staggered two-year terms, and both committees will be chaired by the Past President for a term of two years (see section 3.3C). The Conference Planning Committee membership will be the members of the ICFAD Board and the host dean(s) of the next annual conference. Only Institutional Representatives may serve on Standing Committees.
B. Ad Hoc Committees:
The
Ad Hoc Committee shall conduct business in relation to provisions Established
in section 5.6. Ad Hoc Committees are
charged by the President to deal with specific issues within a limited or
indeterminate time frame. Consonant with
guidelines as defined in 5.6 (7) and 3.3A members and chairs of Ad Hoc
Committees will be appointed by the President.
C. Unless otherwise specified, both the chair
and the members will serve for a term of two years, renewable for one
additional term. In exceptional cases
the service may be extended further at the discretion of the President
with the concurrence of the Executive
Committee.
7. ELECTION PROCEDURES
7.1 ELECTION:
All officers, the Board of Directors, and elected members of Standing
Committees will be elected by the membership of the Council at an open meeting.
A. Procedures for Election:
A
Nominating Committee shall be formed, consisting of the Past-President, one
member appointed by the President, and
one member elected by the membership (see section 6.1). The committee will be chaired by the
Past-President.
The
Nominating Committee will be responsible for consulting broadly within the
membership and actively involved in identifying candidates for positions. The Nominating Committee is enjoined to
consider international geography, cultural diversity and gender sensitivity
when formulating the slate. All
nominations made by the membership shall be mailed to the Executive Director,
who shall forward them to each member of the Nominating Committee.
The
Nominating Committee will be responsible for determining the availability of
candidates recommended and for preparing the formalized slate of nominees that
shall include officers, Board of Directors, and elected members of Standing
Committees. The slate of nominees with
appropriate supporting documentation will be provided to the membership at
least thirty (30) days prior to the annual meeting. The slate of nominees will be introduced at
the first business session of the annual meeting. Nominations from the floor during the first
business session will be in order, provided those members nominated have
agreed. The election will be conducted
at the final business session of each annual meeting. All elections shall be by a majority vote of
members eligible to vote (see section 2.1) who are attending the annual
meeting. Those members attending the
annual meeting who are unable to stay for the final business session may register
with the Executive Director and vote by absentee ballot. The President will vote only in case of a
tie.
B.
Eligibility for Election:
Only
Institutional Member Representatives, active as arts administrators in
institutions of higher education, shall be eligible for election as officers
and to hold office, or as members of the Board of Directors or members of the
Nominating and Bylaws Committees. A
member of the
Nominating
Committee may not be nominated for election
8. EXECUTIVE DIRECTOR
8.1 The Executive Director shall be the chief
staff officer of the Council. It shall be the primary duty of the Executive
Director to carry out the policies established by the Council and to operate
the ICFAD Office.
8.2 The Executive Director shall be an ex-officio,
non-voting member of the Executive Committee and Board of Directors.
8.3 The Executive Director shall be appointed by
the Board of Directors, shall serve at the pleasure of the Board of Directors,
and shall be subject to biannual review.
9. FINANCES
9.1 FISCAL YEAR:
The fiscal year shall be from January 1 to December 31.
9.2 MEMBERSHIP FEES: Membership fees for all membership categories
shall be for the fiscal year and due on January 1 of each year. Changes in
membership fees must be approved by a majority vote of the voting members
attending an annual meeting of the Council.
Notification of proposed changes in membership fees shall be provided to
the general membership no later than thirty (30) days prior to the annual
meeting.
9.3 CONFERENCE FEES: All members and non-members attending the
annual meeting of the Council shall pay a conference fee set by the Executive
Committee.
9.4 AUDIT:
An external audit of the records of ICFAD shall be conducted within the
first quarter after the close of each fiscal year.
10. AMENDMENTS
10.1 Bylaws may be amended by majority vote of the
Institutional Member representatives present and voting at the annual meeting
of ICFAD. Proposed changes shall be provided to all members at least thirty
(30) days prior to the scheduled meeting. Ratified amendments will take effect
upon ratification by the membership.
11. PARLIAMENTARY AUTHORITY
11.1 Parliamentary authority for the organization
shall be the current edition of Roberts Rules of Order Revised.
_____________________________________
Adopted
November 7, 1996
Washington,
D.C.
Amended
November 6, 1997
San
Antonio, Texas
Amended
November 5, 1998
St.
Louis, Missouri
Amended
November 5, 1999
Pittsburgh,
Pennsylvania
Amended
October 26, 2000
Miami,
Florida
Amended
November 7, 2001
Long
Beach, California
Amended
October 22, 2003
Fort
Worth, Texas
Amended
October 23, 2004
Philadelphia,
Pennsylvania
Amended
November 11, 2006
Boston,
Massachusetts
Amended
October 20, 2007
Charleston,
South Carolina