Section 1. Name. The name of the organization shall be the University Professional and Continuing Education Association, Inc. (hereinafter referred to as "Association" or “UPCEA”).

Section 2. Location. The administrative offices of the Association will be located in Washington, D.C. or elsewhere as may be determined by the Board of Directors.

Section 1. Purposes. The Association is a non-profit corporation organized under the District of Columbia Non-Profit Corporation Act exclusively for education, scientific, research, mutual improvement, and professional purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future Internal Revenue law) and shall have the necessary and incidental powers to carry out its corporate purposes, which shall include:

• To promote quality in professional, continuing, and online postsecondary education.
• To enable professional, continuing, and online postsecondary education leaders to serve the needs of learners effectively.
• To represent the broad interests of professional, continuing, and online postsecondary education through advocacy.
• To develop and disseminate timely information and research about professional, continuing, and online postsecondary education.
• To work closely with allied organizations in the higher education community to advance professional, continuing, and online postsecondary education.
• To recognize the achievements of leaders who have contributed to the advancement of professional, continuing, and online postsecondary education.
• To provide a forum for interaction and exchange of ideas among postsecondary education professionals.
• To provide educational programs intended to increase the professional skills and knowledge of Association members.

Section 2. Restrictions. All policies and activities of the Association shall be consistent with: 1) applicable state, federal and local antitrust, trade regulation or other requirements, and 2) applicable tax-exemption requirements, including the requirements that UPCEA not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

Section 1. Categories. Membership in the Association shall be divided into the following categories: Institutional, Corporate, Affiliate, Emeritus and Transitional. The Board of Directors of the Association shall have the authority to create additional categories of membership. The Association’s membership categories are defined as follows:

1. Institutional Membership. U.S. institutional members are degree-granting institutions of higher education in good standing with an accrediting body recognized by the U.S. Department of Education. Non-U.S. institutions shall be similarly accredited by an appropriate governing body. Where there is no recognized accrediting body, admission as a non-U.S. institutional member will be reviewed by the Board or its appointed committee. In the case of multi-campus U.S. institutions, institutional members shall be limited to campuses or units directly accredited, as shown by the entry in the most current edition of the Higher Education Directory. System offices and other coordinating bodies are eligible for institutional membership provided that the institutions they coordinate meet the accreditation standards described above. Each institutional member is entitled to an Institutional Representative, an Alternate
   Representative, and individual Professional Memberships. These categories are described below.
   1. Institutional Representatives. Each institutional member shall designate an Institutional Representative, who shall represent the institution and serve as a central point of contact for association business.
   2. Alternate Representatives. Each institutional representative is entitled to appoint an Alternate Representative, who may act on his/her behalf when asked to do so.
   3. Professional Members. Each member institution shall receive an unlimited number of individual Professional memberships unless otherwise limited by the Board of Directors.
2. Corporate Membership. Corporate membership is available to business entities. Each corporate member is entitled to a Corporate Representative, an Alternate Corporate Representative and a number of individual Professional Representatives. Corporate members shall be eligible to serve on the Board of Directors but not as an officer. These categories are described below.
   1. Corporate Representatives. Each corporate member shall designate a Corporate Representative, who shall represent the organization and serve as a central point of contact for all association business.
   2. Alternate Corporate Representative. Each corporate representative is entitled to appoint an Alternate Representative who may act on his/her behalf when asked to do so.
   3. Professional Corporate Members. Each corporate member institution shall receive a number of individual Professional Corporate Representatives to be determined by the Board of Directors.
3. Affiliate Members. Affiliate membership is available to non-profit organizations, and other entities having an interest in the activities of the Association but not otherwise eligible for institutional or corporate membership. Affiliate Representatives shall be eligible to serve on the Board of Directors but not as an officer.
   1. Affiliate Representatives. Each affiliate member shall designate a Representative, who shall represent the affiliate and serve as a central point of contact for all association business.
   2. Alternate Affiliate Representative. Each affiliate representative is entitled to appoint an Alternate Representative who may act on his/her behalf when asked to do so.
   3. Professional Affiliate Members. Each affiliate member institution shall receive a number of individual Professional Affiliate memberships to be determined by the Board of Directors.
4. Emeritus and Transitional Members. Emeritus and Transitional membership is limited to retired or transitioning individuals no longer employed by an entity eligible for other forms of membership (institutional, corporate, or affiliate). Emeritus and Transitional members are not eligible to serve on the Board of Directors but may serve on Association committees.

Section 2.  Applications for Membership. UPCEA Staff will receive and review applications to confirm the applicant’s eligibility for membership in one of the UPCEA membership categories.

Section 3.  Resignation. A member of the Association may resign from UPCEA by notifying UPCEA’s administrative office, as noted in Article X of the Bylaws. Voluntary resignation does not relieve the resigning member from liability for the full annual dues or other financial obligations accrued and unpaid as of the date of resignation.

Section 4. Termination of Membership.

1. Any member’s membership may be terminated upon recommendation from the CEO and approval by a two-thirds vote of the Board of Directors for failure to comply with the purposes and standards of UPCEA and/or failure to maintain requirements for membership. The member will be provided with not less than thirty (30) days advance notice of the proposed membership termination, including the reason(s) for the proposed termination, and provided an opportunity to contest the proposed termination in writing to the Board of Directors. The decision of the Board shall be final and binding.
2. Memberships determined delinquent in payment may be terminated without action by the Board of Directors.
3. Individual professional members of the Association may be terminated from the Association for other reasons by a two-thirds (2/3) vote of the Board of Directors. The member will be provided with no less than thirty (30) days advance notice of the proposed termination, including the reason(s) for the proposed termination, and provided an opportunity to contest the proposed termination in writing to the Board of Directors. The decision of the Board shall be final and binding.

Section 1. Assessment. Membership dues shall be reviewed and approved by the Board of Directors.

Section 2. Delinquency. Any member of the Association who fails to pay dues, registration fees, or bills for any other program or service within ninety (90) days of the date such payment is due will be deemed delinquent.

Section 1. Regular Meetings. The full membership of the Association, in the form of Institutional, Corporate and Affiliate Representatives, shall meet at least once in each calendar year, either in-person or by a technology-mediated method.

Section 2. Special Meetings. Special meetings may be called as deemed necessary by the Board of Directors. Meetings of the Association shall be at such times, dates, or locations (if in-person) as may be designated by the Board. The membership shall be notified in writing or electronically not less than seven (7) days in advance of a regular or special meeting of the membership of the time, date, location and purpose of the meeting.

Section 1. General Powers. The Board of Directors is responsible for the governance of the Association. The Board establishes Association policy and monitors implementation of such policy in a manner consistent with the Association’s nonprofit purposes. The Board may adopt such operating rules, policies, and procedures as shall be deemed advisable, and may appoint such agents as may be considered necessary.

Section 2. Composition. The Board of Directors shall be comprised of:

1. The Board President
2. the Board President-Elect;
3. the Immediate Past Board President;
4. the Secretary/Treasurer;
5. the Chief Executive Officer (“CEO”) in an ex-officio, non-voting capacity;
6. the Chair of the Network Senate;
7. the Chair of the Regional Cabinet;
8. the Senior Chair of the Diversity and Inclusive Excellence Committee;
9. a representative of the Policy Committee;
10. the Senior Chair of the Membership Committee;
11. no more than one corporate partner representative;
12. and no more than twelve (12) Directors-at-Large.

Section 3. Terms. The following leadership positions are single, non-renewable terms unless otherwise noted below:

1. Board President. The Board President shall serve a one (1) year term before succeeding to the office of Immediate Past Board President;
2. Board President-Elect. The Board President-Elect shall serve a one (1) year term before succeeding to the office of Board President;
3. Immediate Past Board President. The Immediate Past Board President shall serve a one (1) year term following the conclusion of his or her one (1) year term as Board President;
4. Secretary/Treasurer. The Secretary/Treasurer shall serve a two (2) year term;
5. Chair of the Governance and Nominations Committee. The Chair of the Governance and Nominations Committee shall serve a one (1) year term;
6. Chair of the Network Senate. The Chair of the Network Senate shall serve a two (2) year term on a cycle alternating with the Chair of the Regional Cabinet.
7. Chair of the Regional Cabinet. The Chair of the Regional Cabinet shall serve a two (2) year term on a cycle alternating with the Chair of the Network Senate.
8. Chairs of the Diversity and Inclusive Excellence Committee. The Chairs of the Diversity and Inclusive Excellence Committee shall serve staggered two (2) year terms.
9. Chairs of the Membership Committee. The Chairs of the Membership Committee shall serve staggered two (2) year terms.
10. Co-/Chair(s) of the Policy Committee. The Co-/Chair(s) of the Policy Committee shall serve staggered two (2) year terms.
11. Corporate Partner Representative. The Corporate Partner Representative shall serve a one (1) year term.
12. Directors-at-Large. Directors-at-Large shall serve staggered two (2) year terms.
13. Standing Board Committee Members. All non-board committee members selected through the annual nominations process serve one (1) year renewable terms; board members assigned as board representatives to standing board committees serve one (1) year renewable terms.
14. Non-Standing Committees and Short-Term Task Forces. The length of all terms for individuals seated on non-standing committees and short-term task forces will be determined upon their creation.
15. Commencement of Terms. Volunteer leaders throughout the association, excluding non-standing and short-term task forces, shall begin their terms at the conclusion of the Annual Conference of the Association.

Section 4. Nomination and Election of Officers, Board Members, Chairs of Board Standing Committees, and Board Standing Committee Members. The Governance and Nominations Committee will solicit, accept, and review nominations for all of the Association’s positions on the Board of Directors, including officers, standing committee members and standing committee chairs other than the Governance and Nominations Committee itself. The Governance and Nominations Committee will present candidates for open positions for vote by the current Board of Directors, which must be returned within the designated time frame established by the Committee. The Directors-at-Large shall be elected by a majority of the voting members of the Board of Directors. No member of the Committee may be a candidate for any position under its purview.

Section 5. Meetings. The Board shall meet in person at least twice each calendar year. Additional meetings may be held by telephone or other technology-mediated method to provide access and ensure maximum participation and interaction between and across Directors; Board members shall be notified of the time, location, and purpose of any virtual meeting by mail or electronic mail not less than seven (7) days prior to the scheduled meeting. Except as otherwise provided by law or these Bylaws, a majority vote is required to carry a motion where a quorum is present. Proxy voting is not permitted in matters brought before the Board for a vote.

Section 6. Parliamentary Procedure. Roberts Rules of Order Revised shall be used to govern all meetings of the Board and Association, and parliamentary procedures insofar as they are consistent with applicable statutes, the charter, and these Bylaws, unless other specific procedures are provided by the Board.

Section 7. Quorum. A quorum shall be a majority of voting Board members.

Section 8. Minutes. Minutes of all Board meetings shall be kept and constitute a record of the business conducted by the Board.

Section 9. Compensation. Board members shall not receive compensation or reimbursement for their services on the Board of Directors but may be reimbursed for certain expenses according to an established reimbursement policy.

Section 10. Vacancy. A member of the Board may resign at any time by giving written notice addressed to the Board President and sent to UPCEA’s administrative office. Such resignation shall take effect at the time specified in the written notice or, if no time is specified, at the time determined by the Board President. In the event of a vacancy by reason of death or resignation, the Governance and Nomination Committee, in consultation with the current Board President, shall appoint an eligible replacement to serve for the remainder of the term.

Section 11. Removal by Board Vote. A Board member absent from two (2) consecutive meetings of the Board may be removed by a majority vote of Board members at a regular or special meeting at which a quorum is present. A member of the Board of Directors may also be removed by two-thirds (2/3) majority vote of the Board where such removal is deemed in the best interests of the Association. The Board member who is the subject of the proposed removal shall not be permitted to vote on his/her removal. The Board member shall be provided with no less than thirty (30) days advance written notice of the proposed action, which notice shall include the reason(s) for the proposed removal and confirm that the Board member shall have the opportunity to contest the same in writing or in person at a meeting of the Board. The Board member who is the subject of the removal shall be provided with final written notice of the Board’s decision.

Section 12. Removal Due to Employment Change. The status of a Board member who has ended their institutional or organizational employment is subject to immediate review by the CEO, Board President, and Chair of the Governance and Nominations Committee (GNC). The CEO, Board President, and Chair of the GNC shall review the board member's current and future board eligibility and may recommend resignation, immediate termination, or no change in board participation. In the case of resignations and terminations, the Governance and Nomination Committee, in consultation with the current Board President, shall appoint an eligible replacement to serve for the remainder of the term.

Section 1. Designated Officers. The Officers of the Association include the Board President, Board President-Elect, Immediate Past Board President, Secretary/Treasurer, and the Chief Executive Officer, in an ex-officio, non-voting capacity.

Section 2. Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. In addition, each officer shall have the following duties and responsibilities:

1. Board President. The Board President shall be the principal elected officer of the Association and the Chair of the Board of Directors. The Board President shall preside at meetings of the Board and the Executive Committee and the Annual Meeting of the Association. The Board President shall perform such other duties as are required for the office of Board President or as needed from time to time by the Board or in these Bylaws, with the exception that the executive and administrative responsibilities for the management and continuing conduct of the Association’s affairs shall be conducted by the CEO of the Association.
2. Board President-Elect. The Board President-Elect, in the absence of the Board President, shall perform all of the duties of the Board President and shall automatically succeed to the office of Board President. The Board
   President-Elect shall also perform such other duties as are necessary for the office, or as may be assigned by the Board of Directors from time to time, or as set forth in these Bylaws. The Board President-Elect serves as the Chair of the Governance and Nominations Committee.
3. Immediate Past Board President. The Immediate Past Board President remains an officer and director for one (1) year following the completion of his or her term as Board President; and performs such other duties as may be determined by the Board of Directors.
4. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for oversight of the Association’s finances; serve as the Chair of the Finance Committee; and perform such other duties as may be determined by the Board of Directors.
5. Chief Executive Officer (CEO). The CEO manages UPCEA and serves at the pleasure of the Board of Directors. The CEO has sole authority over the staff of UPCEA, and reports to and is engaged by the Board of Directors.

Section 1. Executive Committee. The Executive Committee shall consist of each of the officers of the Association, the Chair of the Network Senate, and the Chair of the Regional Cabinet. The Executive Committee may act in the place of the Board of Directors where action by the Executive Committee is time-sensitive and/or does not violate any policies or procedures specifically reserved for the full Board.

Section 2. Finance Committee.  The Finance Committee shall be composed of at least three (3) Board members, including the Secretary/Treasurer of the Association, who shall serve as Chair of the Committee along with up to four (4) additional committee members, selected or renewed in keeping with Section 3, Item J. Terms. The CEO and Chief Financial Officer of the Association serve as ex-officio and non-voting members.  

Section 3. Governance and Nominations Committee. The Governance and Nominations Committee is responsible for the nomination process and oversight of Board and association-wide governance matters. It shall be comprised of at least five (5) members, including at least three (3) Board members in addition to the Board President-Elect, who shall serve as the Chair of the committee as well as the CEO, both serving as non-voting members. Members of the Committee are appointed by the Executive Committee.

Section 4. Regional Cabinet. The Regional Cabinet shall be composed of the immediate past chair of each region and is convened by the Regional Cabinet Chair.

Section 5. Network Senate. The Network Senate shall be composed of the chairs of each Network, and convened by the Network Senate Chair.

Section 6. Diversity and Inclusive Excellence Committee. The Diversity and Inclusive Excellence Committee shall be composed of the network vice chairs for diversity and inclusion along with up to four (4) additional committee members, selected or renewed in keeping with Article VI. Section 3, Item m. Standing Board Committee Members. The committee is convened by the Diversity and Inclusive Excellence Committee Senior Chair.

Section 7. Policy Committee. The Policy Committee shall be composed of committee members selected or renewed in keeping with Article VI. Section 3, Item m. Standing Board Committee Members. The committee is convened by a Policy Committee Co-/Chair.

Section 8. Membership Committee. The Membership Committee shall be composed of up to five regional membership representatives selected or renewed in keeping with Article VI. Section 3, Item m. Standing Board Committee Members. The committee is convened by the Membership Committee Senior Chair.

Section 9.  Creation and Dissolution of Standing Committees. The Board of Directors may create or dissolve Standing Committees.