Section 1.01. NAME
The name of the Association is the National Association of State Election Directors (the “Association”).
Section 1.02. CHARACTER
The Association is an unincorporated nonprofit association pursuant to Chapter 252 of the Texas Business Organizations Code.
Section 1.03. PURPOSES
The Association is organized to operate exclusively as a non-partisan professional organization that disseminates election administration best practices and information across all 50 states, American Samoa, the Commonwealth of the Northern Mariana Islands, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands. In furtherance of its exclusively charitable and educational corporate purposes, the Association shall have all the general powers enumerated in Chapter 252 of the Texas Business Organizations Code as in effect on February 4, 2019 or as amended after that date.
Section 1.04. OFFICES
The principal office of the Association shall be located within or without the District of Columbia at the place the Board of Directors designates. The Association may maintain additional offices at other places within or without the District of Columbia as the Board of Directors may designate.
Section 1.05. REGISTERED AGENT
The Association shall designate a person to serve as the registered agent for the District of Columbia and Texas. The Board of Directors may change the registered agent from time to time.
Section 2.01. TIME AND PLACE OF MEETING
There may be a meeting of the Association held twice a year; however, there shall be at least one meeting a year. The meeting of the Association shall be held at the time and place determined by the Executive Committee with at least eight months’ notice to the membership. However, the time and place of the meetings may be changed at any time by unanimous vote of the executive committee. The agenda for such meeting remains the responsibility of the Executive Committee and the Executive Committee determines which portions of the agenda will be open to the public.
A former NASED member (referred to as a “Member Emeritus”) may attend any conference by paying the conference registration fee for members if the Member Emeritus has paid the dues for the current calendar year required under Section 7.03. However, a former member who has an employment, consulting or financial relationship with an election services vendor, elections equipment vendor, or other potential conflict of interest may be excluded from the closed session of the conference.
The president can authorize the member rate for individuals who have served on NASED committees or provided service for NASED.
Section 2.02. REFUND POLICY FOR REGISTRATION FEES FOR ALL NASED SPONSORED EVENTS
If a registrant cancels more than 2 weeks before the event, the registrant will be assessed a $50 processing fee with the remaining balance of the registration fee to be a credit for registration fees for future NASED events until December 31 of the following year.
If a registration cancels 2 weeks or sooner before the event, one-half of the registration fee will be assessed to cover the fixed costs of the event and one-half of the registration fee will be available as a credit for registration fees for future NASED events until December 31 of the following year.
Section 2.03. QUORUM
A quorum consists of a majority of the members or their designees.
Section 2.04. VOTING AND SEATING
Each member-state has one (1) vote. If a state has multiple members and the members are unable to agree on their respective state's vote, no vote will be counted for that state. The voting member or members of a state are those individuals designated by the state to be listed on the NASED roster.
Voting Members: There shall be one voting member per state who sits at the main table. In those states where there are co-directors, both election directors shall be seated at the table, but only one (1) vote shall be cast by the state.
If a voting member is absent, the voting member may provide a letter or email to the Executive Committee or staff designating a staff member, who will be seated at the main table, and who is authorized to vote on behalf of the state.
Member staff: Staff employed by the same agency as the member shall receive member rates for all events. The staff of members shall vote only when designated as the voting staff by an absent member. If space allows, additional state election staff can sit at the main table in a designated area on a first come first serve basis.
State agency staff providing election related services: Members can designate and provide a list to NASED staff of all state agencies whose staff can attend NASED events at the state member rate. This list could include state attorneys general, state election enforcement agency staff, campaign finance agency staff, or any other agency staff that provide support to the member state election agency. Although these state employees can be designated by the state NASED member to receive the state registration rate for events, these outside state agency staff cannot be designated to vote on behalf of the member and cannot sit at the membership table.
Event name badges: To assist the Executive Committee, NASED members, and NASED staff in recognizing voting members, election agency staff, and other agency staff, event name badges will clearly differentiate the different attendees.
Section 2.05. REMOVAL OF DIRECTORS
The members may remove any director for cause at a meeting of the members, by the affirmative vote of two-thirds of the members present at the meeting if a quorum is present. The notice of the meeting at which the removal of a director is to be considered must state that one of the purposes of the meeting is to vote on the removal of the director.
BOARD OF DIRECTORS
Section 3.01. GENERAL POWERS
Power to establish Association policy remains in the hands of the membership of the Association. However, the Board of Directors has general supervision over the affairs of the Association in accordance with the policies established by vote of the membership at regular meetings. All interim policy decisions arising between regular member meetings are subject to change at the next regular meeting of the Association.
Section 3.02. COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors is composed of the Executive Committee, Advisory Board members, and members of the Standards Board Executive Committee. Advisory Board members and members of the Standards Board Executive Committee are non-voting members of the Board of Directors.
Section 3.03. REMOVAL OR RESIGNATION OF DIRECTORS
The Board of Directors, by the affirmative vote of a majority of the Board of Directors then in office, may remove a director for cause who: (1) has been declared of unsound mind by a court of competent jurisdiction; (2) has been convicted of a felony; (3) has been found by a final court order to have breached a duty as a director; or (4) has missed three (3) or more meetings in any twelve month period without being excused.
A director may resign at any time upon written notice to the Secretary. The resignation takes effect on the date the notice was delivered to the Secretary, unless another date is specified in the notice of resignation. Acceptance of the resignation is not necessary to make it effective. The Secretary may resign at any time upon written notice to the President. The resignation takes effect on the date the notice was delivered to the President, unless another date is specified in the notice of resignation. Acceptance of the resignation is not necessary to make it effective.
Section 3.04. THE EXECUTIVE COMMITTEE
The Executive Committee is composed of the active Immediate Past President, the officers of the Association, and four Regional Representatives. All past Presidents who are Members of the Association are non-voting members of the Executive Committee. The states are divided into four NASED regions: Northeast, South, Midwest, and West, and reflect the four regions of the United States as agreed upon by the membership (see regional breakout attachment A).
The Executive Committee has the general management and control of the business and affairs of the Association and shall exercise all the power that may be exercised by the Association under its by-laws and shall approve expenditures of funds. The Executive Committee may contract with an Executive Director to oversee the day-to-day business of the Association.
Regional Representatives have the following responsibilities: reaching out to member states within their region to encourage meeting participation; following-up on unpaid dues; reporting to the membership on regional developments during winter and summer meetings; encouraging and facilitating regional meetings; and attending Board and Annual Meetings. To be eligible to serve as Regional Representative, a member must have attended at least two previous NASED conferences.
The Executive Committee shall hold its meetings upon call by the president or upon call by four members of the Executive Committee at such time and place as the President or the Executive Committee members shall designate. Notice of all Executive Committee meetings shall be given in writing as soon as practical to all Association participants. Four members of the executive committee constitute a quorum for the transaction of business and in case a quorum be not present at any meeting called by the President, a lesser number may adjourn from time to time, without notice other than by announcement at the meeting, until a quorum of the executive committee attends any such adjourned meeting. Past Presidents, other than the Immediate Past President, are not be considered 'members of the Executive Committee' for the purpose of establishing a quorum.
Section 4.01. NOMINATION AND ELECTION OF OFFICERS
The four Regional Representatives and the active Immediate Past President serve as the nominating committee for the Secretary to the Executive Committee. The active Immediate Past President serves as chair of the nominating committee. If there is no active Immediate Past President, then in December, the four regional representatives shall choose an additional member to serve as nominating committee chair.
Each of the four regional representatives shall email an invitation to all members within their region to submit an email to the regional representative expressing interest in nomination for the position of Secretary to the Executive Committee by a date certain, providing at least 2 weeks to respond.
After the deadline, the chair shall circulate all emails expressing interest in nomination as Secretary to the four regional representatives.
The members of the nominating committee shall then meet by conference call or email to nominate a member to serve as Secretary, giving due consideration to regional balance of the Association officers and Executive Committee.
No later than 2 weeks before the NASED winter conference, the nominating committee chair shall notify the Executive Committee of the nomination for the slate of officers to be elected at the annual mid-winter meeting of the Association, including the nominee for Secretary.
The nominating committee shall present its slate of nominees to the membership for election at the annual mid-winter meeting in accordance with Article IV of the Articles of Association.
In addition to the nomination of a member to be elected Secretary, the slate must provide for the nomination of the member currently serving as Secretary to be elected Treasurer; for the member currently serving as Treasurer to be elected Vice-President; and for the member currently serving as Vice-President to be elected President-Elect.
The President shall begin the election of officers by calling for a motion to elect the slate as proposed by the nominating committee. A motion to elect the slate proposed by the nominating committee having been made and seconded, the motion may then be debated, but is not subject to amendment. If a motion to elect the slate is adopted, the President shall declare the members elected to their respective offices. If the motion to elect the slate is defeated, the President shall refer the matter of election of officers to the nominating committee and direct the committee to present an alternative slate of nominees to the membership.
Section 4.02. VACANCIES
(a) In case of the death, disability, or resignation of the President, the President Elect is vested with all of the duties and powers of the president and serves as acting president for the remainder of the president’s current term of office. The president-elect assumes the office of president for a full term following the expiration of the previous president’s term of office.
(b) In the case of the death, disability, or resignation of the President-Elect, Vice President, Treasurer, or Secretary, the individual holding the next lowest office on this list assumes the vacant office (except in the case of a vacancy in the office of Secretary). The vacancy subsequently created in another office under this provision shall be filled in the same manner, until a vacancy exists in the office of Secretary.
(c) As soon as possible following any vacancy in the office of Secretary, the nominating committee described in Section 6 shall present the Executive Committee with nomination of a member to serve as secretary to fill the un-expired term of that office. The President shall call for a motion of the Executive Committee to appoint the nominee as Secretary. If the motion is adopted at that meeting, the President shall declare the member appointed as Secretary. If the motion is not adopted at that meeting, the Executive Committee shall proceed to fill the vacancy in the office of Secretary by majority vote.
Section 4.03. EXECUTIVE DIRECTOR
The Executive Committee shall contract with an Executive Director who shall serve as the chief executive officer of the Association. The Executive Director has day-to-day responsibility for the management of the Association, including carrying out the Association’s goals, signing contracts, and implementing Executive Committee and membership approved policies. The Executive Director serves as an ex-officio, non-voting member of the Executive Committee and carries out the duties described in a contract hiring the Executive Director and a job description developed to supplement that contract. The Executive Committee may designate other duties to the Executive Director as necessary. The Executive Director shall report to the President of the Association.
Section 5.01. STANDING COMMITTEES
There shall be four (4) standing committees:
Additional ad-hoc committees may be appointed by the President as necessary. An appointed member’s designee may attend the committee meeting and vote for the member. The chairperson determines the agenda items and whether the committee meeting will be open to the public.
The President shall appoint the members and chairs of the Legislative, Finance, and Bylaws committees, and the U.S. Election Assistance Commission Liaison, except as provided in the following paragraph.
Section 5.02. FINANCE COMMITTEE
The Finance Committee consists of the Treasurer (who serves as chair of the committee), the secretary, and at least 1 additional member appointed by the president. The Committee shall perform the following duties:
1. Work with the President-Elect to prepare the annual budget for the Association required to be presented for approval of the membership under Article IV of the Articles of Association.
2. Assist the Executive Committee with the negotiation of contracts between NASED and other entities, as requested by the president.
3. Make recommendations to the Executive Committee concerning fiscal matters, as requested by the president.
4. Investment of NASED funds with the agreement of a majority of the Finance Committee.
5. Make a report and provide appropriate supporting data to the NASED Executive Committee at each meeting which describes in detail NASED’s investments.
The Treasurer shall make investment recommendations to the Finance Committee and track the status of NASED’s investments. While only the Finance Committee may make investment decisions, invested monies must be accessible by both the Treasurer and an appointee of the President.
All checks, drafts and orders for the payment of money, notes, and other evidences of indebtedness, issued in the name of the Association, shall, unless otherwise provided by resolution of the Board of Directors, including any banking resolution, be signed by either the Executive Director, the Treasurer or the Secretary, or by the designees of either the Executive Director, the Treasurer or the Secretary. However, each designee must be approved in advance by the Board of Directors, which may impose additional limitations on the re-delegated authority.
Section 5.03. BYLAWS COMMITTEE
The Bylaws Committee shall review the Articles of Association and the Bylaws to determine if amendments to the Articles or Bylaws are necessary or desirable and shall present any recommendations to the Executive Committee.
Section 6.01. INDEMNIFICATION
(a) The Association shall indemnify any officer or director to the extent the officer or director was successful, on the merits or otherwise, in the defense of any proceeding to which the officer or director was a party because the officer or director is or was an officer or director of the Association against reasonable expenses incurred by the officer or director in connection with the proceeding.
(b) The Association may also indemnify an officer or director who is a party to a proceeding because he or she is or was an officer or director against liability incurred in the proceeding if the individual:
(1) Acted in good faith;
(2) Reasonably believed:
(A) In the case of conduct in an official capacity, that the conduct was in the best interests of the Association; and
(B) In all other cases, that the individual’s conduct was at least not opposed to the best interests of the Association;
(3) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; and
(4) In the case of an employee benefit plan, reasonably believed such actions to be in the interests of the participants in and the beneficiaries of the plan.
Any such determination shall be made (1) by a majority vote of the directors, a majority of whom constitutes a quorum for that purpose; (2) by a majority of the members of a committee of two or more directors appointed by such a vote; (3) by the members or by special legal counsel selected in the manner prescribed in the District of Columbia Nonprofit Corporation Act of 2010 (the “Nonprofit Code”), if the special legal counsel determines that indemnification is permissible because the officer or director has met the relevant standard of conduct in these Bylaws and the Nonprofit Code; (4) by an affirmative vote of the members at a duly called meeting of the members at which a quorum is present; or (5) by a court of competent jurisdiction.
The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, in itself, determinative that the officer or director did not meet the standard of conduct contained in this Section 6.01(b).
Unless ordered by a court of competent jurisdiction, the Association may not indemnify an officer or director if such indemnification is otherwise prohibited by law.
(c) With respect to any matter disposed of by a settlement or compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for the payment or for any other expenses shall be provided unless the settlement or compromise payment is approved (1) by a majority vote of the directors, a majority of whom constitutes a quorum for that purpose; (2) by a majority of the members of a committee of two or more directors appointed by such a vote; (3) by the members or by special legal counsel selected in the manner prescribed in the Nonprofit Code, provided that the special legal counsel determines that indemnification is permissible because the officer or director has met the relevant standard of conduct in the Bylaws and the Nonprofit Code; (4) by a court of competent jurisdiction.
(d) The Association may advance funds to pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because he or she was an officer or director if the individual delivers to the Association (1) a written statement signed by the individual setting forth his or her good faith belief that he or she has met the relevant standard of conduct described in these Bylaws and the Nonprofit Code and (2) an undertaking in the form of an unlimited general obligation to repay any funds advanced if the individual is not entitled to indemnification under these Bylaws or mandatory indemnification under the Nonprofit Code. This authorization shall be conducted in the same manner as specified in Section 6.01(b).
(e) The Association has the right to select attorneys and to approve any legal expenses incurred in connection with any suit, action or proceeding to which this indemnification applies. Unless the Association waives this right, the Association shall not be required to indemnify any director or officer for expenses of counsel not selected by the Association.
Section 7.01. APPOINTMENTS
When NASED is entitled or required to appoint representatives to serve as members of an organization, the President, in consultation with Executive Committee, shall appoint representatives to serve on behalf of NASED.
Section 7.02. RULES OF ORDER
The latest edition of Robert’s Rules of Order govern all meetings.
Section 7.03. DUES
The dues of the Association shall be six hundred dollars ($600) per member per year paid to the Treasurer at the beginning of the calendar year. Member Emeritus dues shall be fifty dollars ($50) per person per year paid to the Treasurer at the beginning of the calendar year. A registration fee may also be charged for any conference.
Section 7.04. MAINTENANCE OF TAX EXEMPT STATUS; DISSOLUTION
The Association shall not carry on any activities not permitted to be carried on: (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law), or (ii) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). Upon the termination, dissolution or final liquidation of the Association in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the Association shall be distributed to, and only to, one or more organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code as the Board of Directors shall determine by majority vote. The distribution of assets shall be calculated to carry out the objectives and purposes stated in the Articles of Association. In no event shall any of the assets or property be distributed to any member, director or officer, or any private individual.
The four NASED regions are the Northeast, South, Midwest, and West:
|New York||Nebraska||North Carolina||Nevada|
|Pennsylvania||North Dakota||Oklahoma||New Mexico|
|Rhode Island||Ohio||South Carolina||Oregon|
|District of Columbia||Wisconsin||Texas||Washington|
|U.S. Virgin Islands||West Virginia||American Samoa|
|Northern Mariana Islands