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NACCU Annual Business Meeting Proxy Sent to All Institutional Primary Representatives

Tuesday, April 7, 2020   (0 Comments)
Posted by: Crystal Bazarnic
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NACCU Annual Business Meeting Proxy Sent to All Institutional Primary Representatives

April 7, 2020

Each institutional NACCU member's primary representative was sent a notice of the NACCU 2020 Annual Business meeting along with a proxy form.

Those who will be attending the NACCU Virtual Annual Business Meeting on Tuesday, April 21 at 2pm ET / 11am PT need to do nothing though we encourage all to read the notice to be informed. Those in attendance will confirm the President-Elect and respond to other items virtually on April 21.

Institutional primary representatives who will not be attending the Annual Business Meeting have been asked to download, sign, and return a proxy form.

The text of the notice sent to institutional primary representatives is as follows:


NACCU NOTICE TO THE MEMBERS OF THE 2020 ANNUAL BUSINESS MEETING

The Annual Business Meeting of NACCU will be held virtually on Tuesday, April 21, 2020 at 2:00pm ET / 1:00pm CT / 12:00pm MT / 11:00am PT.

The matters to be acted upon at the meeting include:

1. Confirming the selection of President-Elect, and

2. Transacting such other business as lawfully may be brought before the meeting.

You are cordially invited to attend the Annual Business Meeting. If you cannot be present in person, please sign and date the proxy and promptly email or fax it as listed below. Should you attend the meeting, you may revoke your proxy and confirm the selection in person. This notice is being sent to the Primary representative of those institutions recorded as Members as of April 6, 2020.

THE ELECTION OF PRESIDENT-ELECT

In accordance with the Bylaws, there will be a confirmation of President-Elect at the 2020 Annual Meeting. This Officer must be a member of the Board of Directors.

The current Board of Directors consists of nine (9) members in classes as follows: Class of 2020 – Richard Tamborelli, Rhode Island School of Design; Deborah Nightingale, Liberty University. Class of 2021 – David Anthony, University of Texas-Austin; Jennifer McNeill, University of Alberta; and Richard Wynn, Georgia Southern University. Class of 2022 – Melissa Neidigh, University of Montana; Ramonia Prosise, Virginia State University; Sheryl Puckett, Arkansas State University; and Janet Rauhe, Elon University.

During the online election in December 2019, the following member was elected to the Board in the Class of 2023 – Wendy McCrory, North Dakota State University. Her term will begin at the conclusion of the 2020 Annual Meeting. David Anthony is the current President. David’s presidential term will end at the 2020 Annual Meeting.

The current President-Elect is Melissa Neidigh who, in accordance with the Bylaws, will become President at the 2020 Annual Business Meeting.

In accordance with the Bylaws, a President-Elect must be confirmed at the 2020 Annual Business Meeting. It is the recommendation of the Board to the Members that the membership confirm Deborah Nightingale, Liberty University, as President-Elect.

INFORMATION CONCERNING CHANGES TO THE CORPORATION BYLAWS

1. Proposed Correction to the Corporation Bylaws: ARTICLE III – MEMBERS; Section 7: Voting –

Current Bylaw:

At all meetings of Members every Member shall have one (1) vote. Prior to each Annual Meeting of the Members, each Member shall designate to the Corporation’s Secretary, in writing, one individual who may exercise the Member’s vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such Member or the member’s duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these Bylaws.

Suggested Bylaw:

At all meetings of Members every Member shall have one (1) vote. Prior to each Annual Meeting of the Members, each Member shall designate to the Corporation’s Secretary, in writing, one individual who may exercise the Member’s vote educational institution Member’s primary contact will be confirmed internally by the organization as the designated person who may exercise the Member’s vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such Member or the member’s duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these Bylaws.

2. Proposed Correction to the Corporation Bylaws: ARTICLE III – MEMBERS: Section 3: Actions Taken –

Current Bylaw:

 Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if all the Members consent in writing. Said written consents shall be filed with the records of the Members’ meetings.

Suggested Bylaw:

Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if all the Members consent in writing have the opportunity to respond through proxy. Said written consents proxies shall be filed with the records of the Members’ meetings.

3. Proposed Correction to the Corporation Bylaws: ARTICLE V – BOARD OF DIRECTORS; Section 2: Term –

Current Bylaw:

The term of office for Directors shall be three (3) years. A Director may serve two consecutive three-year terms and, after one year's absence, may be eligible for re-election. The terms of the initial Directors shall be staggered as determined by the Board.

Suggested Bylaw:

The term of office for Directors shall be three (3) years. A Director may serve two consecutive three-year terms and, after one year's absence, may be eligible for re-election. The terms of the initial Directors shall be staggered as determined by the Board.

4. Proposed Correction to the Corporation Bylaws: ARTICLE V – BOARD OF DIRECTORS; Section 6: Meetings; Bullet 2 –

Current Bylaw:

Written notice of all meetings of the Board shall be sent by the Secretary or staff designee to each member of the Board at least ten (10) days before the meeting. The business to be transacted at meetings other than the annual meeting shall be set forth in the notice of such meetings. The agenda and data of material to be discussed shall be sent in advance of the meeting wherever possible. Any meeting of the Board of Directors may be deemed to have been validly and legally called if a majority of the Directors sign a written waiver of notice either before or after the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of that meeting and no written waiver need be obtained from that Director except when the Director attends the meeting for the express and exclusive purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. All such waivers, consents, or approvals shall be filed with the corporate records.

Suggested Bylaw:

Written notice of all meetings of the Board shall be sent by the Secretary or staff designee to each member of the Board at least ten (10) days before the meeting. The business to be transacted at meetings other than the annual meeting shall be set forth in the notice of such meetings. The agenda and data of material to be discussed shall be sent in advance of the meeting wherever possible. Any meeting of the Board of Directors may be deemed to have been validly and legally called if a majority of the Directors sign a written waiver of notice either before or after the meeting accept (approve) or decline (waive) a verbal or electronic meeting notice. Attendance of a Director at any meeting shall constitute a waiver of notice of that meeting and no written waiver need be obtained from that Director except when the Director attends the meeting for the express and exclusive purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. All such waivers, consents, or approvals shall be filed with the corporate records.

5. Proposed Correction to the Corporation Bylaws: ARTICLE VIII – INDEMNIFICATION; Section 1: Directors and Officers –

Current Bylaw:

The Corporation shall indemnify, to the full extent permitted by law, any Director or Officer or former Director or Officer of the Corporation, or any person who may have served at its request as a Director or Officer of another corporation, whether for-profit or not-for-profit, against judgments, penalties, fines, settlements and expenses actually and necessarily incurred by him or her in connection with the successful defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been such Director or Officer.

Suggested Bylaw:

The Corporation shall indemnify, to the full extent permitted by law, any Director or Officer or former Director or Officer of the Corporation, or any person who may have served at its request as a Director or Officer of another corporation, whether for-profit or not-for-profit, against judgments, penalties, fines, settlements and expenses actually and necessarily incurred by him or her in connection with the successful defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been such Director or Officer, exercise or perform any of the powers or duties otherwise conferred or imposed upon such directors, provided that such action shall be authorized by general or specific action of the Board of Directors.


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