About UPCEA

UPCEA is the leading association for professional, continuing, and online education. For more than 100 years, UPCEA has served most of the leading public and private colleges and universities in North America. Founded in 1915, the association serves its members with innovative conferences and specialty seminars, research and benchmarking information, professional networking opportunities and timely publications. Based in Washington, D.C., UPCEA also builds greater awareness of the vital link between contemporary learners and public policy issues.

UPCEA advances leadership in professional, continuing, and online education by:

ENHANCING QUALITY & STANDARDS

Enhancing the ability of higher education institutions to provide high quality professional, continuing, and online education programs by promoting standards of good practice in higher education.

FURTHERING AWARENESS

Furthering public awareness about the role of professional, continuing, and online education in the public policy arena. UPCEA is proud to be a founding member of the Today's Students Coalition.

DATA COLLECTION

Collecting data on administrative practices, such as management, marketing, and program development.

SHARING SCHOLARSHIP & NEWS

Sharing scholarship through its professional publication, Unbound, and sharing news about colleagues and program trends through its weekly e-newsletter, the UPCEA Briefing; and studies, consulting, and benchmarking provided by the Center for Research and Strategy as well as work completed through the National Council for Online Education.

PROMOTING EXCELLENCE

Promoting excellence through an awards program that recognizes outstanding continuing higher education leadership, educational programs, student services, college and university administrators and faculty, marketing departments' creative work, and professional, continuing and online education students.

PARTNERS

Partnering with industry leaders that have demonstrated their support for professional, continuing, and online higher education and the mission of UPCEA.

UPCEA is an inclusive organization supporting and welcoming individual and institutional diversity. We strive for diversity in membership and leadership, including representation from all types of institutions and individuals from all races, genders, and backgrounds.

Board of Directors

The UPCEA Board of Directors directs the affairs of the Association, determines its policies, and advances its goals, except as otherwise provided in the Association's Bylaws. The Board meets three times each year in January, April, and June.

2020-2021 Board of Directors
rovy

Rovy Branon

BOARD PRESIDENT

University of Washington
rbranon@uw.edu

Nancy Coleman

Nancy Coleman

BOARD PRESIDENT-ELECT

Harvard University
njcoleman@fas.harvard.edu

Nelson_Baker_Portrait_Vert2_Large_300

Nelson Baker   

PAST PRESIDENT

Georgia Institute of Technology
nelson.baker@pe.gatech.edu

Dave Cillay

Dave Cillay

SECRETARY/TREASURER

Washington State University
dcillay@wsu.edu

Bob Hansen 2

Bob Hansen

CHIEF EXECUTIVE OFFICER
Asim Ali

Asim Ali

DIRECTOR-AT-LARGE

Auburn University
asim@auburn.edu

aaron brower

Aaron Brower

DIRECTOR-AT-LARGE

University of Wisconsin Extended Campus
aaron.brower@uwex.edu

Robert Bruce

Robert Bruce

DIRECTOR-AT-LARGE

Rice University
rgbruce@rice.edu

susan catron

Susan Catron

DIRECTOR-AT-LARGE

University of California, Davis
sdcatron@ucdavis.edu

Monique LaRocque

Monique LaRocque

DIRECTOR-AT-LARGE

University of Maine
mlarocque@maine.edu

Patricia Malone

Patricia Malone

DIRECTOR-AT-LARGE

Stonybrook University
patricia.malone@stonybrook.edu

karen pedersen

Karen Pedersen

DIRECTOR-AT-LARGE

Kansas State University
karenpedersen@k-state.edu

Jason Ruckert

Jason Ruckert

DIRECTOR-AT-LARGE

Embry Riddle Aeronautical University
jason.ruckert@erau.edu

Kim Siegenthaler

Kim Siegenthaler

DIRECTOR-AT-LARGE

Georgia State University
ksiegenthaler@gsu.edu

Bob Stine

Bob Stine

REGIONAL CABINET CHAIR

University of Minnesota
rstine@umn.edu

sarah dysart

Sarah Dysart

NETWORK SENATE CHAIR

University of Michigan
sdysart@umich.edu

Christina Sax

Chris Sax

DIVERSITY & INCLUSIVENESS COMMITTEE CHAIR

Maryland University of Integrative Health
csax@muih.edu

steve vandenavond

Steve VandenAvond

CENTRAL REGION REPRESENTATIVE

Northern Michigan University
svanden@nmu.edu

Michael Frasciello

Michael Frasciello

MID-ATLANTIC REGION REPRESENTATIVE

Syracuse University
mfrascie@syr.edu

Michael Jones

Michael Jones

NEW ENGLAND REGION REPRESENTATIVE

University of Connecticut
mljones@uconn.edu

Karen Bull

Karen Bull

SOUTH REGION REPRESENTATIVE

University of North Carolina, Greensboro
kzbull@uncg.edu

Jenni Murphy

Jenni Murphy

WEST REGION REPRESENTATIVE

California State University, Sacramento
jmurphy@csus.edu

Dick Senese

Dick Senese

POLICY COMMITTEE CO-CHAIR

Capella University
Dick.Senese@Capella.edu

Bob Hieronymus

Bob Hieronymus

CORPORATE DIRECTOR-AT-LARGE

Our Team

Robert Hansen

CHIEF EXECUTIVE OFFICER

202-659-3130
rhansen@upcea.edu
 

Jessie L. Daniels

VICE PRESIDENT, FINANCE & ADMINISTRATION

202-400-2701
jdaniels@upcea.edu

Jordan DiMaggio

DIRECTOR, POLICY AND DIGITAL STRATEGY

202-400-2689
jdimaggio@upcea.edu

Bruce Etter

ASSISTANT DIRECTOR OF RESEARCH

814-933-9237
better@upcea.edu

Joe Fedak

DIRECTOR, EVENTS AND PROGRAMMING

202-400-2684
jfedak@upcea.edu

Patrick Flanigan

PROGRAM COORDINATOR

202-916-8257
pflanigan@upcea.edu

Jim Fong

CHIEF RESEARCH OFFICER & DIRECTOR, CENTER FOR RESEARCH AND STRATEGY

814-308-8424
jfong@upcea.edu

India Gaskins

ASSOCIATE DIRECTOR, BUSINESS OPERATIONS AND FINANCE

202-400-2564
igaskins@upcea.edu

Amy Heitzman

DEPUTY CHIEF EXECUTIVE OFFICER & CHIEF LEARNING OFFICER

202-400-2683
aheitzman@upcea.edu

Jay A. Halfond

FACULTY DIRECTOR, PROFESSIONAL DEVELOPMENT PROGRAMS

Kathleen Ives

SENIOR FELLOW

978-609-0651
kathleen@ksives.com

Brandan Kaiser

DIRECTOR, MEMBERSHIP AND CORPORATE ENGAGEMENT

202-844-4242
bkaiser@upcea.edu

Molly K. Nelson

VICE PRESIDENT, MARKETING AND COMMUNICATIONS

202-400-2676
mnelson@upcea.edu

Jacqueline Romero

PROGRAM MANAGER

202-400-2568
jromero@upcea.edu

Ray Schroeder

SENIOR FELLOW

202-659-3130
ray@upcea.edu

Jean Simmons

DIRECTOR OF MEMBERSHIP MARKETING

Julie Uranis

VICE PRESIDENT FOR ONLINE AND STRATEGIC INITIATIVES

202-400-2567
juranis@upcea.edu

Kimberly Zaski

VICE PRESIDENT, MEMBERSHIP AND STRATEGIC PARTNERSHIPS

202-400-2569
kzaski@upcea.edu

Bylaws

The University Professional and Continuing Education Association's Bylaws set out the purposes and general organizational structure for the Association.

Approved October 16, 2020

Article I: General Provisions

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.

Article II: Purposes

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.

Article III: Membership

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 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 expulsion, including the reason(s) for the proposed expulsion, and provided an opportunity to contest the proposed expulsion in writing to the Board of Directors. The decision of the Board shall be final and binding.
  2. Memberships determined delinquent may be terminated without action of the Board of Directors.
  3. Individual professional members of the Association may be expelled from the Association for other reasons by a two-thirds (2/3) vote of the Board of Directors. The member will be provided with not less than thirty (30) days advance notice of the proposed expulsion, including the reason(s) for the proposed expulsion, and provided an opportunity to contest the proposed expulsion in writing to the Board of Directors. The decision of the Board shall be final and binding. 
Article IV: Dues

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.  

Article V: Meetings of Membership

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 telephone or other 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.

Article VI: Board of Directors

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 Governance and Nominations Committee (GNC)
  7. the Chair of the Network Senate;
  8. the Chair of the Regional Cabinet;
  9. the Chair of the Diversity and Inclusive Excellence Committee;
  10. and no less than eight or more than fourteen (8-14) Directors-at-Large.

 

Section 3. Terms.

  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 and shall not be permitted to serve more than two (2) consecutive terms as secretary/treasurer;
  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;
  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. Chair of the Diversity and Inclusive Excellence Committee. The Chair of the Diversity and Inclusive Excellence Committee shall serve a two (2) year term.
  9. Directors-at-Large. Directors-at-Large shall serve staggered two (2) year terms.  No Director-at-Large, whether appointed or elected, may serve more than two (2) consecutive terms in that role. 
  10. Commencement of Terms. Officers and Directors shall begin their terms at the conclusion of the Annual Conference of the Association.

 

Section 4. Nomination and Election of Officers and Other Board Members.  The Governance and Nominations Committee will solicit, accept, and review nominations from members for all of the Association’s positions on the Board of Directors, including officers and standing committee chairs other than the Governance and Nominations Committee itself, which is appointed by the Executive Committee. The Governance and Nominations Committee will present candidates for open positions for vote by the current Board of Directors (via electronic mail), 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. In the event a candidate for one or more of the open positions does not receive a majority of votes, the Committee will present an alternative candidate(s) for Board approval. 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 in each calendar year. Additional meetings may be held by telephone or other technology-mediated method by which each Director can hear the other 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 is required to carry a matter where a quorum is present. Proxy voting is not permitted in matters before the Board for a vote.

 

Section 6. Parliamentary Procedure. Roberts Rules of Order Revised shall govern all meetings of the Board, of the Association, and parliamentary procedures insofar as they are not inconsistent 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 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 therein or, if no time is specified, at the time of acceptance thereof as 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 until the next scheduled election.

 

Section 11. Removal. 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 not 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.

Article VII: Officers

Section 1. Officers. The officers of the Association are 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 necessarily incident to the office of Board President or as may be prescribed 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 necessarily incident to the office or as may be assigned by the Board of Directors from time to time or as set forth in these Bylaws.
  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 shall perform 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
Article VIII: Standing Board Committees

Section 1. Executive Committee.  There shall be an Executive Committee consisting 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, and other members as necessary. The Board President-Elect, in consultation with the Governance and Nominations Committee and subject to approval by the current Board, shall appoint all future Board and non-Board committee members, other than the Secretary/Treasurer, for the year during which they serve as Board President. 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 and CEO as non-voting members. Members of the Committee, including the Chair, are appointed by the Executive Committee and subject to approval by the Board. 

Section 4. Regional Cabinet.  The Regional Cabinet reflects the interests and relationships within a given geographic region. It shall be comprised of regional representatives to be determined by each of the regions, and a Chair to be selected by the Governance and Nominations Committee after consultation with the current Regional Cabinet and approval by the Board of Directors.

Section 5. Network Senate.  The Network Senate reflects the specific interests among professionals in a number of functional areas. It shall be comprised of the network chairs selected by each of the networks, and a Chair of the Network Senate to be selected by the Governance and Nominations Committee after consultation with the current Network Senate and approval by the Board or Directors.

Section 6. Diversity and Inclusive Excellence Committee.  The Diversity and Inclusive Excellence Committee shall reflect and embody the diversity of membership in its many forms. It shall be composed of not less than five (5) members, including those not serving on the Board, as appropriate. The Governance and Nominations Committee appoints the Chair and its members, with concurrence by the incoming Board President.

Section 7.  Creation and Dissolution of Standing Committees.  The Board of Directors may create or dissolve Standing Committees.

Section 8.  Non-Standing Committees and Short-Term Task Forces. The Board President, with the approval of the Board of Directors, shall establish and dissolve non-standing committees and short-term task forces as are necessary and beneficial to the conduct of the Association’s business and affairs. The leadership, composition, and charges of these committees and short-term task forces shall be determined at their inception and reviewed regularly by the Board.

Article IX: Administration

Section 1. Chief Executive Officer. The Board shall employ a chief executive officer (“CEO”) to carry out the management and administration of the Association. The Officers of the Board shall fix by contract the duties, responsibilities, and compensation of this position. In the event of a vacancy in the position of Chief Executive Officer, the Board of Directors shall establish a search process. 

 

Section 2. Staff. The Chief Executive Officer is solely responsible for hiring, terminating, and managing all association staff members.

 

Section 3. Power of Attorney. The CEO, Board President, and Treasurer have authority as attorney-in-fact to execute and acknowledge on behalf of the Association, legal documents or other instruments in connection with the operations of the Association as approved by the Board of Directors.

 

Section 4. Books and Records. The Association shall keep correct and complete books and records of account.

 

Article X: Electronic Transmissions and Communications

Section 1. Electronic Communications.  Any communication from the Association to its members or the Board of Directors or from members to the Association or the Board, including but not limited to meeting notices and ballots, may be made by electronic means.

 

Section 2.  Telephone/Video Participation.  Any meeting of the Board of Directors or an organizational unit of the Association may be conducted by telephone or video conference, in whole or in part, where all persons participating may hear each other.

 

Section 3. Notifications to UPCEA. All official notifications from members must be sent to UPCEA’s administrative office. The physical and electronic (email) address for the association’s administrative office can be found on the association’s website, www.upcea.edu.

Article XI: Voting

Section 1.  Means of Voting.  Voting on all matters by the Board may be conducted by ballot sent by electronic mail, or other authorized communications equipment (as defined by District of Columbia law), or such additional means as may be authorized from time to time by the District of Columbia Nonprofit Corporation Act, as amended, and nothing in these Bylaws shall be deemed to bar the use of such new means of voting nor shall any further amendments of these Bylaws be required.

 

Section 2. Deemed Present in Person.  Board members who vote by electronic mail, or any other authorized communications equipment (as defined by District of Columbia law) now existing or hereafter coming into existence, or such additional means as may be authorized from time to time by the District of Columbia Nonprofit Corporation Act, as amended, shall be deemed present in person at any meeting of membership to which the particular vote pertains.

 

Section 3. Presumption.  The means by which any voting member casts a vote shall be presumed to be a method of voting chosen by and authorized by the voting member.

 

Section 4.  Future Means of Voting.  At the time of amendment of these Bylaws, the District of Columbia Nonprofit Corporation Act allows a board of directors to act only in person at a meeting, or to participate in a meeting by means of telephone where all persons may hear each other, and by unanimous written consent. In the event that the District of Columbia Nonprofit Corporation Act may be amended to broaden beyond meetings, telephone calls, and unanimous written consent the means by which the Association’s Board of Directors may act, such additional means as may be authorized from time to time may be utilized by the Association’s Board of Directors immediately, and nothing in these Bylaws shall be deemed to bar the use of such new means of acting or participating, nor shall any further amendment of these Bylaws be required.

Article XII: Finances

Section 1. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Directors.

 

Section 2. Budget. The Association shall operate under a budget approved annually by the Board of Directors.

 

Section 3. Audit. The finances of the Association shall be audited annually and reported to the Board of Directors. 

Article XIII: Indemnification

To the extent permitted under the laws of the District of Columbia, any present or former director or officer of the Association, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified by the Association against all reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit or proceeding to which any such person or his/her legal representative may be made a party by reason of his/her being or having been a director or officer, or serving or having served the Association, except in relation to matters as to which he/she shall be found guilty of negligence, intentional, willful or criminal misconduct in respect of matters in which indemnification is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence, intentional, willful or criminal misconduct.

Article XIV: Association Assets

Section 1. Rights of Proprietorship.  Membership in the Association is a privilege and not a property right. No member shall have any ownership or property rights in the funds, property or other assets of the Association. 

 

Section 2.  Dissolution. Upon dissolution of the Association or the winding up of its affairs, and after paying or providing for the payment of all liabilities, obligations and expenses of the Association, the remaining assets of the Association shall be distributed exclusively to one or more charitable, educational, scientific or philanthropic organizations that are exempt from Federal income taxation under Section 501(c)(3) and to which contributions are then deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended. Dissolution of the corporation shall conform to the requirements of the laws of the District of Columbia.

Article XV: Amendments

Amendments to the bylaws must be approved by a two-thirds vote at any meeting of the Board of Directors where a quorum is present.

Contact UPCEA

Questions about UPCEA? Feel free to contact us at the numbers below or reach out to specific members of our team.

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Get Involved with UPCEA

Professional development isn't just about attending sessions. Get involved with UPCEA to meet members from other institutions, share the great work your institution is doing, and hone your own skills. From submitting a session proposal for a conference or an article for a publication to serving as a volunteer on a conference planning committee, there are as many ways to engage with us!

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Awards of Excellence

Since 1953, UPCEA has recognized its members' outstanding contributions to the Association and the field, as well as their achievements in innovative programming, marketing and promotion, community development and services, research and publications, and many other areas.