National Association of Extension Program & Staff Development Professionals

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Steering Committee

Debra Davis, Louisiana, Chair; Allisen Penn, Arkansas; Della Baker, Clemson; Jim Lindstrom, Washington; Julie Middleton, Missouri; Julie Sexton, Mississippi; Kathy Foerster, Michigan; Marc Thomas, Georgia; Margaret Phillips, Kansas; Mitch Owen, North Carolina; Pat Gruber, West Virginia; Scott Cummings, Texas

DRAFT Constitution and Bylaws

Article I: Name This organization shall be known as the National Association of Extension Program & Staff Development Professionals (NAEPSD), herein referred to as the Association.

Article II: Objectives

The objectives of this Association shall be to provide an organized forum for extension program and staff development professionals across the country to come together (both physically and virtually) to:

• Improve communication and collaboration by discussing issues, needs and opportunities of mutual interest and building and sharing resources.
• Advocate for the profession by promoting its importance within the land grant system.
• Enhance multi-state efforts.

•Discuss, develop, sponsor, and promote educational training programs and activities that advance sound program and staff development practices.

• Advance the professional status of program and staff development extension professionals by encouraging continuous self-improvement.
• Strengthen communication with Extension Administration.

Article III: Membership and Dues

Section I. Membership. The membership of the Association shall be comprised of the extension professionals in each state, Washington D.C./Extension Service USDA, and the territories of Guam, Puerto Rico, and the U.S. Virgin Islands who are actively engaged in, or have a strong commitment to, program and staff development in the Cooperative Extension System. There will be (three?) classes of membership:

1. Active. Active Members are currently employed as extension professionals with at least a 25% extension appointment with responsibilities or strong interests in program and staff development.
2. Forever. Forever Members are currently employed as extension professionals with at least a 25% extension appointment with responsibilities or strong interests in program and staff development and pay a one-time membership fee to this association.
3. Life. Life Members must have retired from the Cooperative Extension Service having held an appointment and/or had responsibilities in program and staff development. Dues for Life Membership are payable on a one-time basis and are set at an amount equal to four times the current annual rate of Active Members dues. Life Members have all the rights and privileges of Active Members. If a Life Member returns to active employment status, he/she will be required to pay dues as an Active Member until retirement status is resumed. Life Member status would be reinstated without additional payment when Extension employment returns to retirement status.
4. Student.
5. Associate

Membership in the Association shall be available without regard to race, color, creed, religion, gender, age, national origin, sexual orientation, disability, familial status, public assistance status, or veteran status.

There shall be no limit to the maximum number of members within the Association or its membership classes. Any person meeting the membership requirements stated above may become a member by submitting an application for approval by the Executive Committee and payment of the annual dues. The Executive Committee will notify the applicant of approval. The Association shall conduct an annual enrollment of members. The membership year shall be from January 1 to December 31. However, persons may be admitted to membership at any time during the membership year with approval and submission of full dues. Active, Forever and Life Members in good standing (current dues paid) of the Association shall be eligible to vote or hold elected or appointed positions in the Association and are hereinafter referred to as ‘eligible members’. Affiliate members cannot vote or hold elected or appointed positions in the Association. Membership in the Association shall be available without regard to race, color, creed, religion, gender, age, national origin, sexual orientation, disability, familial status, public assistance status, or veteran status.

Section 2. Dues. Each member in the Association will maintain membership by payment of annual dues to the Association as established by the Executive Committee for each membership category. Members who reach retirement status may be allowed Lifetime Membership in the Association upon payment of a one-time fee equal to four times the then current annual dues for Active Members.

Article IV: Officers and Executive Committee (How do we set up officers originally so that rotation works for regional reps.)?

Section 1. Officers. The four officers of the Association must be members in good standing and shall be a President, President-Elect, a Treasurer and a Secretary. Officers will serve a term of one year beginning January 1, and are elected as set forth in Article IX Elections. With the exception of the President, President-Elect, and the Past President, officers may succeed themselves in office. (Rotation of president among regions?)

Section 2. Duties of the President. The President shall serve as the Executive officer of the Association; preside at all Executive Committee and General Membership meetings; and appoint all standing and all select committee chairs with the advice and consent of the Executive Committee, unless otherwise directed by the motion creating the committee. The President and the Secretary or any other officer of the Association authorized by the Executive Committee, shall sign any contract or other instrument which the Executive Committee has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the Executive Committee. In general, the President is a voting member and shall perform all duties incident to the office of President and such other duties that shall from time to time be assigned by the Executive Committee.

Section 3. Duties of the President-Elect. The President-Elect shall serve as President in the absence of that official and shall become President in the event that official cannot continue as President for any reason. The President-Elect shall not be authorized to sign documents unless the Executive Committee specifically gives written authorization to do so. The President-Elect shall assist the President in the performance of the President’s duties and shall have such other duties and authority as is granted from time to time by resolution of the Executive Committee. The President-Elect will be co-chair of the conference committee in the year of a conference and be responsible for scheduling the Annual Meeting, working with the Annual Meeting Committee to develop the Annual Meeting program, and notifying the membership of that meeting.

Section 4. Duties of the Past President. The Past President shall sit on the Executive Committee and be chair of the Nominating Committee. The Past-President shall advise the current President on duties, programs, commitments, protocols and activities consistent with the goal of maintaining continuity of administration.

Section 5. Duties of the Treasurer. The Treasurer shall collect the annual dues, receive other funds accruing to the association and shall disburse funds as directed by resolution or an order of the Executive Committee. The Treasurer shall prepare statements for submission at the Annual Meeting showing receipts and disbursements and the financial condition of the organization. The Treasurer shall prepare for approval of the Executive Committee and distribution to membership, guidelines for the reimbursement of expenses. All expense payments will be approved by the Treasurer and affirmed by the Executive Committee in accordance with these guidelines. Anticipated expenses shall be pre-approved by the Treasurer to insure sufficient funds. The Treasurer shall have charge and custody for or appoint the President to have charge and custody for receipts for money due and payable to the Association from any source whatsoever and assure deposit of all monies in the name of the Association. Said deposits shall be made in such bank or other financial institution as shall be selected by the Executive Committee. And the Treasurer shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Executive Committee. The duties of the Treasurer will be completed upon the submission of all financial accounts, funds and records pertaining to the office to the newly elected Treasurer. The new Treasurer may request a formal audit by the Audit Committee or by an audit firm contracted by the Executive Committee, of the financial records of the Association covering the calendar year ending 31 December. The Treasurer may succeed him/herself for no more than two terms, for a total of three consecutive terms.

Section 6. Duties of the Secretary. The Secretary shall take, prepare, distribute and keep records of all Executive and general membership meetings of the Association, or shall be responsible for such action. The Secretary shall maintain a list of current members or shall be responsible for such action. He/she shall be responsible for distributing meeting minutes to all Association members. The Secretary shall also see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the Association records; shall see that a register of the name and address of each member is kept; and shall be responsible for distributing, counting and reporting the results of election ballots. The duties of the Secretary will include completing the processing and distribution of the official business conducted at the Annual Meeting (i.e., resolutions, motions, directives, etc.), and will be completed before the incoming secretary assumes responsibilities. The Secretary shall develop an election ballot to be submitted to eligible members for voting as described in Article IX of these Bylaws. The Secretary may succeed him/herself in office no more than two terms, for a total of three consecutive terms.

Section 7. Duties of the Regional Representatives. Six Regional Representatives, one each from the Northeast, North Central, Southern, Western areas, 1890 institutions, and 1994 institutions, shall be elected by the eligible members in their respective regions as feasible. (Should we consider basing the number of regional reps on the number of association members from a region?) In the event that there are no candidates to serve as Regional Representatives from a particular region, that position will remain vacant until such time that an acceptable candidate appears. Regional representatives serve at the discretion of the association members from the respective region. Regional representatives are elected on rotating years. The North Central, Western, and 1890 Regional Representatives will be elected in even-numbered years, and the 1994, Northeast, and Southern Regional Representatives will be elected in odd-numbered years. Regional Representatives shall act as liaison between members of their respective regions and the Executive Committee and its officers. Regional Representatives shall bring to the Executive Committee’s attention and advocate for: emerging professional development needs; possibilities for national and regional conference sites and programs; networking opportunities with other extension-affiliated and non-Extension professional associations; and particular concerns of the regional membership related to NAEPSD policies, programs, or procedures.

Section 8. Executive Committee. The four officers, the past president and six regional representatives elected by the membership of the Association shall constitute an Executive Committee. The Executive Committee shall have authority to act for the Association and to decide all matters requiring attention during and between regular meetings and to ensure that arrangements for annual meetings and special meetings are made.

Section 9. Removal. A member of the Executive Committee may, for cause, be removed from office by a two-thirds majority vote of the Executive Committee. No Executive Committee member shall be removed unless in the notice of such meeting it has been stated that his/her removal is to be considered. An Executive Committee member shall be informed that his/her removal is to be considered and a hearing shall be given such an Executive Committee member, in person or by representation at the meeting.

Article V: Meetings and Attendance

Section 1. Annual Meetings. Upon sixty days written or electronic notice to all eligible members of record, the Annual Meeting of the Association shall be held at such time and place as determined by the Executive Committee. Conducting such meetings via telecommunications is acceptable when feasible and applicable.

Section 2. Special Meetings. Special Meetings shall be held upon thirty days notice to all eligible members, as called by the President with agreement of the Executive Committee, or by the Executive Committee, or at the call of the President on the written request of ten eligible members. Special Meetings shall be held at which time and place as determined by the Executive Committee. Conducting such meetings via telecommunications is acceptable when feasible and applicable.

Section 3. Annual Meeting Attendance. Attendance at annual meetings shall be open to the following: (1) Active, Life and Affiliate members of the Association. (2) Such persons engaged in program and staff development or related work in the employment of land grant universities, governmental agencies, or other program and staff development organizations.

Section 4. Business and Special Meetings Attendance. The business meeting is that part of the Annual Meeting held to conduct the Association’s business. Voting at business meetings and special meetings shall be limited to Active and Life members of the Association. The Executive Committee may invite others into the meeting to discuss matters of importance with the Association.

Article VI: Quorum

One-fourth of the eligible membership shall constitute a quorum at any Association Annual, Special or Business meeting. Two-thirds of the Executive Committee shall constitute a quorum at any Executive Committee meeting. Two-thirds of the eligible members of any standing or select committee shall constitute a quorum at that meeting.

Article VII: Voting

Section 1. Eligible Members. Voting shall be limited to active, forever and life members in good standing (paid-up dues) with one vote for each member.

Section 2. Decisions by Simple Majority. Any question or issue other than an amendment to the Bylaws shall be determined by a simple majority of those voting in the manner or forum determined by the Executive Committee.

Section 3. Procedure for Simple Majority Votes. The Executive Committee may submit any question by mail, email or fax to the eligible membership. Except for amendments to the Bylaws (Article XIII) or policy statements (Article VIII), such questions shall be returned within thirty days of the submission of the question to the entire membership.

Article VIII: Policy Statements

Section 1. Definition. Policy statements are those motions or resolutions passed by the Association that express the attitude and wishes of the Association. They shall supplement the Bylaws and shall serve as directives to the officers expressing the official stand or opinion of the Association.

Section 2. Procedures. Policy statements may be proposed at any time and submitted to the President in writing. The President shall turn the statements over to the Committee on Resolutions and Policy. That Committee will submit the statement to the eligible membership by mail, email, or fax for adoption or rejection. Upon receipt of the affirmative vote of at least two-thirds of the eligible membership, the policy statement shall be declared adopted, and the membership so notified. For policy statements received within sixty days prior to the Annual Meeting, the Committee may elect to discuss the statements during the Annual Meeting, prior to submitting the ballot for adoption or rejection.

Section 3. Committee on Resolutions and Policy. The Committee on Resolutions and Policy shall annually review existing policy statements and present any new policy statements for consideration at the Annual Meeting. New and/or proposed policy statements will normally be in the form of resolutions and will be documented in the minutes.

Section 4. Policy Statement Presenters. Policy statements shall in no way bind an individual when expressing the opinion of the Association.

Article IX: Elections

Section 1. Procedure. Elections for all members of the Executive Committee shall be held annually, before the end of each calendar year, by vote of the eligible membership conducted in the following manner: The Nominations Committee shall select candidates for each office to be filled. The Nominations Committee shall accept nominations only from eligible members. Candidates for President-elect, Secretary, and Treasurer shall be nominated by any eligible member. Regional representatives shall be nominated by eligible members from their regions. Candidates must be life or active members of the Association. Following the close of nominations, the Nominations Committee shall certify that all nominations received are valid, and that all nominees are willing to accept the position if elected. A nominee may be placed on the ballot for only one position. If nominated for more than one position, the nominee will be allowed to select the position for which he/she will run. The Secretary shall draft an election ballot and distribute it to all eligible members in accordance with their regional affiliation. Ballots shall be distributed via email and by fax or surface mail upon request. Ballots may be returned by mail, fax, or online voting. The closing date of elections shall be 30 days after ballots are distributed. Ballots shall be reported by the Secretary and certified by the Executive Committee. The candidate for each office receiving the largest number of affirmative votes from the ballots cast by the eligible membership shall be elected. In the event of a tie, the elected officer shall be determined by a random draw held by the President. Within thirty days following the close of elections, members shall be notified of election results.

Section 2. Office of President. The President-Elect will succeed to the office of President.

Section 3. Assumption of Office. The term of office for all members of the Executive Committee shall commence on January 1 and continue until December 31 of the year following the election.

Section 4. Re-election. While it is the general policy of the Association to effect a change of membership on the Executive Committee, an officer—except for the President, Past President, and President-Elect—may be re-elected for up to three terms, which may be consecutive. An individual may serve more than one term in the office of President and President-Elect, but not successive terms. No officer may serve more than three consecutive terms.

Article X: Vacancies

In the event of a vacancy in the office of President, the President-Elect shall assume the duties of the President and serve the remainder of his/her term plus the full term as President. The office of the President-Elect shall be filled by appointment of the Executive Committee and shall hold that office until the installation of officers at the next election. Vacancies in any other position shall be filled by appointment of the Executive Committee. Such appointments shall hold office until the next election. If any officer or Executive Committee member is separated from Extension, voluntarily submits his/her resignation for NAEPSD office, or is removed for cause, the Executive Committee shall appoint a replacement for the remainder of that individual’s term. The appointed replacement shall be eligible to run for a full term in that office at the time of the next regular election.

Article XI: Committees

Section 1. Types of Committees. The following types of committees will be utilized by the Association in conducting its affairs.

Standing Committees: Committees appointed to consider topics of a continuous or recurring nature. The services of these committees are needed year after year and the committee is deemed permanent as long as the topic needs consideration and the Executive Committee approves it. Standing committees will have subcommittees when the topic makes such delegation appropriate. Standing committees shall include a Finance Committee, a Nominations Committee, a Committee on Resolutions and Policy, and any other committees approved by the Executive Committee.

Select Committees: These are committees appointed to consider topics on an ad hoc basis. The life of each committee shall continue until the specific assignments are completed. The topic area covered is usually not one covered by a standing committee. The objectives, activities and organization of committees shall be defined by their individual charters (described in Section 2, as follows).

Section 2. Committee Establishment. Each Standing and Select Committee can be established or abolished by the Executive Committee. The eligible membership can request new committees. Eligible members requesting a new committee be created must submit a proposed charter and petition containing the signatures of at least ten members in good standing to the President. The Executive Committee must vote on the proposal at its next regular meeting following submission of the petition.

Section 3. Committee Membership. Using e-forms prepared and distributed by the Regional Representatives, eligible association members will indicate each year the committees on which they have an interest in serving. The Regional Representatives will supply a potential membership list for each committee, as compiled from this information, to the President. The President shall be responsible for providing recommendations for committee members and for appointing the Chairs for each committee. Committee Chairs will select committee members based on recommendations of Regional Representatives and the President. All committee members are appointed for a one year term, but can be re-appointed annually with no restrictions on number of terms served. The number of persons assigned to the committees shall be at the discretion of the President with consultation from the Committee Chair. Every attempt will be made to attain geographic distribution. Subcommittees and subcommittee chairs will be appointed by the Committee Chairs as needed.

Section 4. Charters. Charters for Standing and Select committees shall be developed by the Executive Committee. Each charter shall provide as a minimum: 1) the need for and mission of the committee; 2) the primary contacts and liaison; and 3) general goals. Committee chairs shall review charters annually to determine whether changes are needed. The President and/or Executive Committee should strive to provide specific charges to committees annually, consistent with committee charters.

Section 5. Annual Work Plans. Committee chairs shall prepare an annual work plan for their committee based on current issues and interests within their purview and report these work plans at the annual meeting. The annual work plans shall detail specific short-term objectives and planned activities to meet those objectives. Work plans are to be submitted to the President and approved by the Executive Committee.

Section 6. Committee Report. Committee chairs shall present a written annual report on committee activities and accomplishments to the Executive Committee at the end of each calendar year. Interim reports may be requested by the Executive Committee.

Article XII: Affiliate Associations (DO WE NEED THIS SECTION?)

NAEPSD desires to develop strong working relationships with state and regional associations of Extension professionals who share similar organizational goals. It is our intent that these relationships be mutually beneficial and flexible enough to allow for growth in the relationship over time. Such state and regional associations may be accepted as affiliate associations upon approval of a petition submitted to the Executive Committee.

Such state and regional affiliate associations may collect the NAEPSD annual dues for its members that are also members of NAEPSD, and make a single payment to NAEPSD on behalf of the individual members following procedures approved by the NAEPSD Executive Committee. The membership requirements and membership classes of affiliate associations shall comply with membership requirements of NAEPSD as defined in Article III of these Bylaws.

Article XIII: Governance

Unless otherwise directed by resolution, or Bylaws, the duties of officers and the conduct of meetings shall be governed by the latest edition of Robert’s Rules of Order.

Article XIV: Amendments

The Bylaws of the Association may be amended by a two-thirds majority vote of the eligible members voting at the annual meeting. Amendments may be proposed by any eligible member. Changes to the Bylaws shall be coordinated by the Resolutions and Policy Committee. The Committee shall review amendments for consistency and coordination with the existing Bylaws but may not veto any proposed amendment. After review, the Resolutions and Policy Committee shall submit proposed amendments to all eligible members by mail, email or fax at least thirty days in advance of the annual meeting. The ballot shall include a copy of the proposed amendment and the portion of the Bylaws that are affected.

Article XV: Strategic Partnerships

The Association should seek to build strong partnerships with professional societies, government and non-governmental organizations, foundations, and other appropriate entities having a shared commitment to the Extension program and staff development principles embraced by the Association. Such collaborative efforts could include, but not be limited to, the sharing of information, communications, conference notifications, joint hosting of professional conferences and workshops, and collaborations on grants that help advance the important work of the Association.

Article XVI: Dissolution of the Corporation

Section 1. Procedure for Dissolution. The organization may be dissolved upon the consent of 3/4 of the current membership expressed in writing (or agreed to by email, fax, etc.) pursuant to a special meeting (or at another meeting) of NAEPSD duly called for such purpose. At least two months prior written (or email, fax, etc.) notice shall be given with regard to such special meeting. Dissolution shall proceed according to law by such method as shall be approved by 51% of such remaining members.

Section 2. Distribution upon Dissolution. Dissolution shall not result in any pecuniary profit or distribution of assets to such remaining members in good standing. Any profits resulting in the dissolution of NAEPSD shall be donated to a nonprofit charitable organization as approved by a majority of the remaining members in good standing.