ARTICLES OF ORGANIZATION AND BYLAWS OF THE NEW JERSEY ASSOCIATION FOR
COLLEGE ADMISSION COUNSELING

Revision May 2023

Adopted May 23, 2023

ARTICLE I: NAME

Section 1: The name of this Association shall be The New Jersey Association for College Admission Counseling (NJACAC) (the Association), a chartered affiliate of The National Association for College Admission Counseling (NACAC) and duly incorporated in the laws of the state of New Jersey. The organization may also be known as The New Jersey Association of College Admission Counselors, Inc. with the business address registered in Lake Hopatcong, NJ or another location as approved by the Executive Committee. In addition, NJACAC will comply with the current NACAC Affiliation Agreement and Affiliate Policies. The fiscal year shall extend from January 1 to December 31.

Section 2: Association Objects, Purposes and Powers: Consistency with National Association 

The objectives of NJACAC shall be to:

  1. develop and maintain high standards that foster ethical and social responsibility among those involved in the process of planning for postsecondary education;

  2. promote and protect the interests of students involved in the postsecondary education planning process;

  3. develop the professional competence, and meet the professional needs of individuals involved in admissions and financial aid procedures;

  4. engage in and report research pertinent to the purpose of the Association;

  5. educate those involved in the process of postsecondary education and admission;

  6. develop services related to the process of planning for postsecondary education and admission;

  7. communicate information to members and other appropriate parties;

  8. provide opportunities for interaction between and among members, the various segments of the Association, other segments of the educational community, and appropriate organizations and agencies;

  9. interpret to various constituencies any information, data, and opportunities relevant to student postsecondary education planning;

  10. strive for the inclusion of traditionally underrepresented and eligible NJACAC members in leadership roles in the Association;

  11. serve students, parents, secondary schools, post-secondary educational institutions, and agencies by considering the whole range of influences on a student’s transition from secondary school to further education without regard to race, color, gender identity, pregnancy, religion, creed, marital status, partnership status, age, sexual orientation, national origin, disability, military status, or any other legally protected status;

  12. encourage membership and participation by eligible institutions in order to have membership reflect the multicultural diversity of New Jersey.

Section 3. Powers, Limitations 

The Association shall have and may exercise all powers, rights, authorities, and privileges necessary or appropriate to and consistent with the effectuation of its objectives and purposes, as expressed or implied in these Articles of Organization, in these Bylaws, or which may be incidental thereto; provided, however, that the Association shall neither have nor exercise any right, power, authority or privilege inconsistent or in conflict with continuing recognition of its status as a nonprofit corporation exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954.

Section 4. Conformance with National Association

To the extent not inconsistent with the laws of the United States or the State of New Jersey, or with its status and recognition as a nonprofit corporation exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, the Association shall remain continuously organized and its membership, operation, business, and affairs shall be governed and conducted in accordance with the prescriptions of the National Association for College Admission Counseling (“NACAC”) with respect to chartered affiliates, not later than one year following any amendment of the Articles of Incorporation or Bylaws of NACAC which require conforming action by the Association, the Association shall consider and adopt any and all amendments to its Articles of Organization and Bylaws as may be necessary or appropriate to satisfy and maintain consistency with NACAC prescriptions for chartered affiliates.

ARTICLE II: MEMBERSHIP

Section 1. Eligibility & Qualifications

  1. Membership in the Association is a privilege made available to eligible institutions, organizations, and

  2. NJACAC shall have both voting and non-voting members

  3. The requirements, criteria, qualifications, and rights of each category of membership shall be set forth in these Bylaws and further described in policies and procedures approved by the Executive Committee

Section 2: Requirements

  1. Members must be of good reputation

  2. Members shall support the purposes of NJACAC

  3. Members must meet the requirements of membership as set forth in the policies and procedures approved by the Executive Committee and in these Bylaws.

Section 3: Terms

  1. Application for membership shall be reviewed in accordance with the membership criteria set forth in these Bylaws and the policies and procedures adopted by the Executive Committee.

  2. The rights and benefits of membership shall be described in these Bylaws.

  3. The Executive Committee shall establish annual membership dues for all categories.

  4. The membership year runs from September 1 to August 31. Dues are not prorated.

  5. Membership is activated once payment is received.

  6. Membership is not transferable or assignable.

  7. Approval of membership shall be recognized by notification to the applicant by the Membership Committee Chair and each approved applicant shall be listed on the NJACAC membership roster.

  8. Membership may be terminated at any time for:

    1. Failure to maintain requirements for membership.

    2. Failure to pay the annual dues within (60) days after notice from the Association.

Section 4: Voting Membership

  1. Voting members have the right to elect the governing leaders of NJACAC to amend, as necessary, the NJACAC Bylaws, and to vote on other business that may come before the membership.

  2. Voting members may be elected to and serve on the Executive Committee.

  3. Each voting member of NJACAC shall have one vote on all matters that require action by the membership.

  4. A voting member of NJACAC may not be a voting member of any other NACAC affiliate.

  5. Voting membership may be extended to:

    • Educational Institutions

      • Two- and four-year colleges, universities, and other post -secondary institutions in New Jersey which are degree-granting.

      • Secondary schools in New Jersey which are diploma-granting.

      • Primary schools in New Jersey.

      • Not-for-profit school districts and university systems in New Jersey which are diploma or degree-granting.

    • Organizations

      • Not-for-profit community-based organizations which provide counseling, admission, or financial aid services only to students at the state or local level on an on-going basis.

      • Not-for-profit organizations whose primary activities consist of working at a multi -state, national or international level and providing counseling, admission, or financial aid services to students or to the college admission counseling or financial aid professions.

    • Individuals

      • Persons employed by voting member institutions and organizations whose professional activities consist primarily of counseling, admission, or financial aid services.

      • Independent educational consultants or counselors working primarily in New Jersey who are self-employed or employed by a company providing counseling, admission, or financial aid services to students and/or their Independent Educational Consultants must meet the NACAC Membership for the Independent Educational Consultant criteria. Such members cannot hold voting membership in another NACAC Affiliate.

      • Retired individuals from NJACAC member institutions who were actively engaged in providing counseling, admission, or financial aid services.

      • Regional representatives of two-or four-year colleges, universities, or post-secondary institutions located outside of New Jersey who perform the majority of their professional duties in New Jersey. Such members cannot hold voting membership in the NACAC Affiliate assigned to the individual’s institution.

      • Persons who were employed at a voting member institution or organization during the current year or immediately preceding membership year who are no longer employed by any member or member-eligible institution.

Section 5: Non-Voting Membership 

  1. This category of membership does not have the right to vote on membership -related matters, but may participate in activities sponsored by NJACAC.

  2. Non-voting associate membership shall be extended to:

    • Educational Institutions

      • Two- and four-year colleges, universities, and other post -secondary institutions located outside of New Jersey which are degree-granting.

      • Secondary schools located outside of New Jersey which are diploma-granting.

    • Organizations

      • Organizations located outside of New Jersey whose primary activities consist of providing counseling, admission, or financial aid services to students or to the college admission counseling or financial aid professions.

    • Individuals

      • Persons employed by non-voting member institutions or organizations.

      • Independent educational consultants or counselors working outside of New Jersey who are self-employed or employed by a company providing counseling, admission, or financial aid services to students and/or their parents and meets NACAC Independent Educational Consultant Membership criteria.

      • Graduate students seeking counseling careers in secondary or post -secondary institutions, college or university admission, and/or financial services.

Section 6: Membership Roster

The Membership Chairperson, President, Treasurer and Executive Assistant or Director of the Association shall at all times maintain a current roster, accurately recording the name, address, e-mail address and class of membership of each member. A member shall be added to the roster, or shall be deemed included on the roster, as of the date on which such member is approved for membership by the Executive Committee. A member shall be deemed removed from the roster as of the date on which the Membership Chairperson mails to such member written notice of the resolution of the Executive Committee terminating the membership of such member.

Section 7: Special Assessments 

As may be necessary to fund special projects or unanticipated expenses of the Association, the Executive Board may propose the levy and collection of special assessments against the voting members of the Association, provided that no such proposal shall become effective until and unless approved by the affirmative vote of at least two -thirds of the members of the Association present and entitled to vote at any regular or special meeting of the Association, and provided further that the notice of such meeting shall specify the amount of the assessment, the dates on which it is due and delinquent, the effect of nonpayment, and the purpose or purposes to which such assessment shall be applied, as proposed by the Executive Committee.

ARTICLE III: MEETINGS

Section 1: Annual Meeting

The annual meeting of the members of the Association shall be held during each fiscal year of the Association, following the first day of January of such year and on or before the last day of June of such year, at a location within New Jersey, at such place, date and times as may be designated by the Executive Committee. If the annual conference takes place outside the state of New Jersey, the annual meeting may take place outside the state by approval of the Executive Committee.

Section 2: Other Meetings

A general meeting of the entire membership of the Association may be held at and in conjunction with the annual meeting of the National Association for College Admission Counseling, wherever and whenever held, at the call of the Executive Committee.

Section 3: Special Meetings

Special meetings of the members of the Association may be called at any time upon the request of the President or of the Executive Committee or upon a written petition therefore filed with the Secretary and subscribed by not less than one-fourth of the Voting Members of the Association. The President, in consultation with the Executive Committee, shall designate the day, hour and place, of any duly called special meeting of the membership. The purpose of each special meeting of the membership shall be stated in the request or petition therefore and specified in the notice of such meeting, and only such business as is specified in the notice of any special meeting may be transacted at such meeting.

Section 4: Notice of Meetings

Not less than 30 days prior to each meeting of the membership, the Secretary shall deliver notice of the date, time and place of such meeting to each individual listed on the Association’s membership roster as of 30 days prior to such meeting. The notice may be sent by electronic communication.

Section 5: Quorum

In order to conduct official business, a quorum must be present. At any meeting of the members of the Association, the presence of 10 percent or more of the Voting Members of the Association registered for the meeting shall constitute a quorum. Once a quorum has been established, the members present at a duly convened meeting of the membership may continue to transact business until adjournment, notwithstanding the subsequent absence of a quorum by withdrawals of members. At any Executive Committee meeting, a quorum shall be considered a majority of the voting members of the Executive Committee.

Section 6: Procedure

To the extent not inconsistent with other provisions of these Articles of Organization or Bylaws, meetings of the members of the NJACAC shall be conducted in accordance with the parliamentary rules and usages prescribed by the current edition of Robert’s Rules of Order.

Section 7: Action without Meeting

Any action which may be taken at a meeting of the membership may be taken without a meeting if a written consent thereto, setting for the action so taken, shall be subscribed by all the members entitled to vote with respect to such action.

ARTICLE IV: OFFICERS, EXECUTIVE COMMITTEE AND DELEGATES TO THE NATIONAL ASSEMBLY

Section 1: Officers (Executive Cabinet)

The officers of NJACAC shall be:

  • President: One-year term (as part of the three-year presidential cycle)

  • President-Elect: One-year term (as part of the three-year presidential cycle)

  • Immediate Past President : One-year term (as part of the three-year presidential cycle)

  • Secretary: Three-year term (may serve up to two consecutive terms)

  • Treasurer : Three-year term (may serve up to two consecutive terms)

The President, President-Elect and Immediate Past President must also be voting members of NACAC. When possible, the President-Elect should rotate between secondary and post-secondary members.

Section 2: Executive Committee

The Executive Committee shall be composed of the Officers of the Association and:

  • 4 College Representatives: Two-year term (may serve up to two consecutive terms)

  • 4 Secondary School Representatives: Two-year term (may serve up to two consecutive terms)

  • Committee Chairs: Nonvoting (appointed by President to a three-year term)

  • Treasurer-Elect: One year term as part of the three year treasurer cycle (vacant if there is not a new treasurer) Executive Assistant or Director: Ex-Officio

Note: A College or Secondary School Representative may be allowed to run for a third consecutive term with the approval of the Nominating and Elections Committee and Executive Board when there is a valid reason.

The service year for all elected Executive Board positions shall begin on the second day of the annual conference

Section 4: Executive Assistant

Executive Assistant is on the payroll of the Association and reports to the President and the Fiscal Oversight Committee

Section 5: College and Secondary School Representatives 

See job descriptions in Article V.

Section 6: Treasurer -Elect

See job description in Article V.

Section 7: Chairs

The President of NJACAC shall appoint Committee chairs (with the exception of the Conference Planning, By- Laws, and Nominating and Elections chairs) to a three-year term. Committee members will be appointed by the Committee chair in consultation with the appropriate officer. Chairs can be reappointed to a second consecutive three-year term. Committee, Subcommittee, and Event Chairs are also invited as non -voting members of the Executive Board. Among the standing committees of NJACAC shall be By -Laws, Fiscal Oversight Committee, Nominating and Elections . All other standing committees, subcommittees, and events may be created or terminated by a vote of the Executive Committee

ARTICLE V: DUTIES OF THE EXECUTIVE BOARD

Section 1: President

The duties of the President shall be to:

  1. serve as chairperson of, and preside at, all meetings of the members of the Association and of the Executive Committee, and the Executive Board

  2. serve as ex officio member of all Association committees

  3. appoint the chairpersons of all standing committees of the Association (except the Nominating and Elections and Conference Planning Committees) and such other of special committees as may be established by the President or the Executive Committee

  4. report to NACAC immediately after their election or appointment the name of the President -Elect of NJACAC;

  5. from time to time, report to the members of the Association and the Executive Board and Committee all matters within his or her knowledge which the interest of the Association may require to be brought to their attention;

  6. prepare and lead annual leadership retreat(s) with the purpose of setting the goals and timelines for the following year

  7. facilitate the review of the Executive Assistant or Director and oversee the work of the Executive Assistant or Director, who assists in the implementation of the annual goals set by the Executive Committee

  8. With the President-Elect and Immediate Past-President, represent the Association at the following forums:

    • NACAC Leadership Engagement and Development (LEAD)

    • NACAC National Conference

  9. perform all duties incident to such office and such other duties as may from time to time be prescribed by the Executive Committee .

Section 2: President-Elect

The duties of the President-Elect shall be to:

  1. preside at any meeting of the Association in the absence of the President and to assist the President as requested.

  2. succeed to the office of President in the event of a vacancy in that office;

  3. Chair the Conference Planning Committee and coordinate the activities of the Conference Planning Committee.

  4. serve as a delegate to the National Assembly of the National Association for College Admission Counseling.

  5. perform such other duties as may from time to time be prescribed by the President, attend and assist in leading the NJACAC Summer Leadership Retreat.

  6. with the President, represent the Association at the following forums:

    • NACAC Leadership Development Retreat Leadership Engagement and Development (LEAD) (mid-summer)

    • NACAC National Conference (late September/early October)

Section 3: Secretary

The duties of the Secretary shall be to:

  1. be responsible for the non-financial records of the Association.

  2. record the minutes of all Executive Committee, Executive Board and General Membership meetings and to distribute them to the members of the Executive Board.

  3. send out all necessary notices affecting business meetings of the Executive Board and Executive Committees.

  4. provide any documentation required by NACAC, including copies of minutes and new copies of Bylaws.

  5. serve as an Alternate Delegate to the National Assembly (if needed, eligible and attending the annual NACAC conference)

  6. perform such other duties as may from time to time be prescribed by the President.

Section 4: Treasurer (and Treasurer-Elect)

The duties of the Treasurer shall be to:

  1. be responsible for the financial records and funds of the Association.

  2. prepare and present for the approval of the Executive Committee an annual budget.

  3. Chair the Fiscal Oversight Committee and work with the Fiscal Oversight Committee to review the financial plans and policies of NJACAC.

  4. be responsible for the payment of all bills.

  5. make the annual financial report to the Association.

  6. serve as an alternate delegate to the National (if needed, eligible and attending the annual NACAC conference).

  7. be elected to one three-year term, serving the first year of the term as “Treasurer-Elect,” and shall attend all meetings with the Treasurer, as a voting member of the Executive Automatically become the Treasurer in the second year of office (or if there is a vacancy during the first year) and shall assume all of the responsibilities of the position. Serve as the Treasurer in the third year of office, and during the third year provide training for the new Treasurer-Elect. If the incumbent chooses to run for a second term and is elected, there is no treasurer-elect and the next election will take place the year before the third term expires.

  8. perform such other duties as may from time to time be prescribed by the President.

Section 5: Immediate Past President

The duties of the Immediate Past President shall be to:

  1. chair the Nominating and Elections Committee and the By-Laws Committee.

  2. serve as Chairperson of the Council of Past Presidents which will be an advisory board consisting of past NJACAC presidents available to the current NJACAC President and Executive Committee

  3. perform such other duties from time to time as may be prescribed by the President.

Section 6: Executive Committee

The Executive Committee will be composed of all voting members of the Executive Board. The duties of the Executive Committee shall be to:

  1. carry out the objectives of the Association.

  2. act on the applications for membership in the Association.

  3. ensure that NJACAC is incorporated as a nonprofit corporation under the laws of the State of New Jersey, that it is currently and shall remain in good standing under the laws of New Jersey, and that NJACAC is and shall remain exempt from the federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1986, as amended.

  4. Participate in discussions and vote on decisions regarding all fiscal and legal decisions for the Association.

Only Executive Committee members are eligible to vote. If there is a vacancy which is filled by an appointment from the President, the NJACAC member appointed to fill the vacancy will become a voting member of the Executive Committee.

Section 7: Secondary School Representatives

The duties of the Secondary School Representatives shall be to:

  1. serve as a resource for secondary school counselors and present their issues to the Executive Committee.

  2. attend NJACAC Executive Board and Executive Committee meetings as voting members.

  3. attend NJACAC general membership meetings.

  4. serve on NJACAC committees and assist with events.

  5. perform such other duties from time to time as may be prescribed by the President.

Section 8: College Representatives 

The duties of the College Representatives shall be to:

  1. serve as a resource for college admission professionals and present their issues to the Executive Committee.

  2. attend NJACAC Executive Board and Executive Committee meetings as voting members.

  3. attend NJACAC general membership meetings.

  4. serve on NJACAC committees and assist with events.

  5. perform such other duties from time to time as may be prescribed by the President.

Section 10: Removal from Office

Executive Committee members may be removed from the Executive Board for non -attendance at three consecutive Executive Board or Executive Committee meetings, non-contribution and/or non-performance. Said member may be removed from office by a two -thirds vote of the voting members of the Executive Committee.

Executive Board members who fail to attend three consecutive Executive Board meetings without a valid reason, may have their terms on the Board terminated. Such termination will be by a simple majority vote of the voting members of the Executive Committee. Non-voting members of the Executive Board may be removed from office by the president with the approval of the Executive Committee.

Section 11: The Executive Board

The Executive Board is composed of all Executive Committee Members, Appointed Committee Chairs, Appointed Sub-Committee Chairs and Appointed Event Chairs. The duties of the Executive Board include:

  1. Carry out the Objectives of the Association

  2. Lend Guidance to the Executive Committee Regarding Growth Initiatives

Any member in good standing (voting or non-voting) can hold an appointed position on the Executive Board.

ARTICLE VI: AMENDMENTS

Section 1: The Articles of Organization and Bylaws may be amended at any general meeting by a two third’s vote of the members present and voting, provided that notice of the proposed amendment has been sent (by mail or electronically) to the members at least one month in advance of the meeting. An amendment not thus proposed in advance may be adopted by a four-fifth’s vote of the members present and voting.

Section 2: The Articles of Organization and Bylaws shall be reviewed annually to ensure that they are consistent with NACAC’S governing documents. Within one year of any amendment to the NACAC Bylaws, the Association’s bylaws will be reviewed, and appropriate amendments will be adopted to maintain consistency.

Section 3: Any amendment to the Articles of Organization prior to a vote by the membership may be reviewed by legal counsel when necessary.

BYLAWS ARTICLE I: DUES

The annual dues for NJACAC shall be established by the Executive Committee. Membership dues may vary within the different categories of membership and for voting and non-voting members. Dues shall be proposed and approved by the Executive Committee.

BYLAWS ARTICLE II: ELECTION OF OFFICERS AND MEMBERS -AT-LARGE OF THE EXECUTIVE BOARD

Section 1: Elections

Candidates for elected offices should have demonstrated commitment to the goals and objectives of NJACAC through involvement in its activities, such as service on one or more committees or membership on the Executive Board. Further, candidates must provide the chair of the Nominating and Elections Committee written assurance that he/she will attempt to meet the responsibility of his/her office and term and, when possible, will have his/her supervisor provide a written statement attesting to the support of candidacy and office to be held by the candidate’s institution of employ.

Voting for the Executive Committee shall be by ballot. The method of the ballot will be decided by the Nominating and Elections Committee. A slate of candidates for elected offices must be approved by the Executive Committee at least 45 days prior to the annual meeting. Ballots must be distributed to the voting members at least 30 days prior to the annual meeting. Completed and signed ballots from voting members must be received by the Nominating and Elections Committee chair no later than 15 days prior to the annual meeting. If the ballot is submitted electronically, the ballot will be considered to be signed electronically. Annual membership fees must be current and paid by April 1 of the year in progress to be eligible to vote.

Section 2: Notification of Election

Notice shall be given to the Executive Assistant or Director, President and Secretary of NJACAC immediately following the election and the chair of the Nominating and Elections Committee will then announce the results of the election within one week of the annual conference.

Section 3: Filling a Vacancy on the Executive Board 

An unexpired term of the President shall be completed by the President-Elect. The President-Elect shall succeed to the office of President in the event of a vacancy in that office and shall continue in office as President for the unexpired and next succeeding term. The President-Elect shall continue to chair the Conference Planning Committee. There will then be a vacancy in the office of President-Elect (see below). In the event that the President-Elect cannot complete his/her term, the President shall recommend a replacement to finish the unexpired term. A special election will be held within 60 days to fill the office and the new President-Elect will finish the current term and then enter the Presidential cycle. While the election is taking place, the nominee will be considered Acting President-Elect.

If the Immediate Past President position becomes vacant during the year, and there is no other Past President able to serve, the President will fulfill the duties of the Past-President and succeed to the office at the conclusion of his/her presidency.

The balance of an unexpired term (except Delegate) of any Executive Committee member shall be filled by an appointment of the President, subject to the approval of the Executive Committee. The appointee will then serve until the next election when an election for a new full term will be held.

Officers will begin their term immediately following the Annual Conference with the exception of the NACAC Delegates whose term begins on July 1st in accordance with NACAC bylaws.

Executive Committee and Executive Board members may be removed from the Executive Board as outlined in the Articles of Organization.

BYLAWS ARTICLE III: QUORUM

See Articles of Organization

BYLAWS ARTICLE IV: PARLIAMENTARY AUTHORITY

The latest edition of Robert’s Rules of Order shall govern all matters of NJACAC not covered by these Articles of Organization and Bylaws.

BYLAWS ARTICLE V: COMMITTEES

Section 1. Committees *

The Standing Committees shall be By-Laws, Fiscal Oversight Committee, Nominating and Elections and other committees as set by the Executive Committee as described in the Articles of Organization.

Section 2: Responsibilities of Committees

Activities and recommendations of the committees shall be reported by the chairperson to the general membership through the Executive Committee. All committee appointments shall be published and made available to the general membership. The chair of the committee shall be appointed as outlined in the Articles of Organization.

Section 3: Duties of Standing Committees*

  1. Bylaws Committee

    • The Bylaws Committee shall consist of a chair and at least two members appointed by the President. Its responsibility is to review the Articles of Organization and Bylaws on an annual basis, and to recommend any revisions to these documents for approval by the membership of NJACAC, and to ensure their consistency with the governance documents of NACAC.

  2. Fiscal Oversight Committee Responsibilities include:

    • Review financial status of NJACAC

    • Review financial policies annually

    • Develop reimbursement policies and procedures as outlined in Section 4 of the Articles of

    • Review long term financial strategies – including investments

    • Determine budget for each committee and then present to the executive board for approval

    • Make recommendations on dues/fees charged for programs

    • Hire and evaluate salaried employees and consultants

    • Meet at least once each quarter

    • Approve job postings and determine any applicable fees

    • Obtain yearly insurance for Executive Cabinet, Executive Assistant or Director, meetings, and any other Necessary programs where insurance is required.

    • Members to include – President, President-Elect, Immediate Past President, Treasurer, Treasurer-Elect (if position is filled), at least one additional The chair(s) of Sponsorship is a member of the Fiscal Oversight Committee

  3. Nominating and Elections Committee

    • The Nominating and Elections Committee shall nominate a candidate or candidates for each office in accordance with the requirements set forth in Article II, Section 1 of the Bylaws. The committee shall include, but shall not be limited to, the two most recent active Immediate Past Presidents of NJACAC who are NJACAC members, the President, and the President-Elect. The chair will be the Immediate Past President who shall select no fewer than two additional members, one engaged in secondary school counseling and/or one in post-secondary education. The committee shall prepare and send the ballots in accordance with the requirements set forth in Article II, Section 1 of the Bylaws.

ARTICLE VII: AMENDMENTS

Section 1: The Articles of Organization and Bylaws may be amended at any general meeting by a two third’s vote of the members present and voting, provided that notice of the proposed amendment has been sent (by mail or electronically) to the members at least one month in advance of the meeting. An amendment not thus proposed in advance may be adopted by a four-fifths vote of the members present and voting.

Section 2: The Articles of Organization and Bylaws shall be reviewed annually to ensure that they are consistent with NACAC’S governing documents. Within one year of any amendment to the NACAC Bylaws, the Association’s bylaws will be reviewed, and appropriate amendments will be adopted to maintain consistency.

Section 3: Any amendment to the Bylaws prior to a vote by the membership may be reviewed by legal counsel when necessary.

Section 4: Bylaws may be amended by a two-thirds vote of the entire Executive Committee, provided, that any such amendments are made in response to a government investigation, order, decree, or other action; pending or threatened litigation; or any other circumstance that in the reasonable opinion of the Executive Committee presents an imminent threat to the continued viability of the Association. The Executive Committee shall notify the members of any Bylaw amendments made by the Executive Committee within thirty days after the Executive Committee’s adoption of such amendments.

ARTICLE VIII: DISSOLUTION

Upon the dissolution of the Association, the Executive Committee shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of the remaining assets of the Association exclusively for one or more exempt purposes, within the meaning of Section 501(c) (3) of the Internal Revenue Service Code of 1954 (or the corresponding provision of any future Federal Tax Code) , or shall distribute the same to the Federal Government, or to a state or local government for public purposes. Any such assets not so disposed of by order of the Supreme Court of the State of New Jersey in the judicial district where the principal office of the Association is then located, exclusively for such purpose or to which such organizations organized and operated for such purposes as the court shall determine.

ARTICLE IX: CONFLICT OF INTEREST STATEMENT 

Section 1: NJACAC, as a non-profit, tax-exempt organization, depends on membership contributions. Maintenance of its tax-exempt status is important both for its continued financial stability and for the receipt of contributions and public support. Therefore, the operations of NJACAC first must fulfill all legal requirements and policies. They also depend on the public trust and thus are subject to scrutiny by and accountability to both the membership, Executive Committee and Executive Board.

Consequently, there exists between NJACAC and its Executive Committee and members a fiduciary duty that carries with it a broad and unbending duty of loyalty and fidelity. The Executive Committee has the responsibility of administering the affairs of NJACAC honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of NJACAC. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with NJACAC or knowledge gained there from for their personal benefit. The interests of the organization must have the first priority in all decisions and actions.

Section 2: Purpose and General Rule

The purpose of this policy is to provide guidance to the directors, officers, committee members and employees of the New Jersey Association for College Admission Counseling (“NJACAC”) in identifying and handling potential and actual conflicts of interest. In most instances, conflicts of interest can be handled simply by disclosing them to the appropriate individuals within NJACAC and continuing to exercise good judgment concerning such situations. In general, NJACAC directors, officers, committee members and employees are obligated to recognize and disclose ethical, legal, financial, or other conflicts of interest involving NJACAC, and remove themselves from a position of decision-making authority with respect to any situation involving NJACAC.

A “Conflict of Interest ” is designed as a situation in which an interest or activity influences or appears to influence the ability of a person to exercise objectivity or impairs the person’s ability to perform his or her fiduciary responsibilities in the best interests of NJACAC. By way of example and not by way of limitation, a person is considered to have a potential conflict of interest in any of the circumstances described below:

  • If there is a contract, loan, or other transaction between NJACAC and a Covered Person or Family. This does not include, however, routine, incidental transactions conducted in the normal course of NJACAC business (e.g., routine membership or reimbursement for travel, meals, or expenses pursuant to NJACAC policy).

  • If there is a contract, loan, or other transaction between NJACAC and an entity (a) in which a Covered Person or Family Member has a Material Financial Interest or (b) of which a Covered Person or Family Member is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representatives.

  • A Covered Person or Family Member competing with NJACAC in the rendering of services or provision of goods or in any contract, loan, or other transaction with a third party.

  • A Covered Person or Family Member having a Material Financial Interest in an entity that competes with NJACAC in the rendering of services or the provision of goods.

  • A Covered Person or Family Member serving as a director, officer, employee, agent, partner, associate, trustee or personal representative of an entity that competes with NJACAC in the rendering of services or the provision of services.

  • If there is an NJACAC contract, loan or other transaction that involves a Covered Person or Family Member when a reasonable person, with knowledge of all relevant facts, would question the impartiality of the Covered Person with respect to such contract, loan, or other transaction.

1.    Specific Relationships that May Create Conflicts of Interest
A variety of situations, affiliations, and relationships may create potential conflicts of interest. Financial or other relationships (e.g., board/officer or other management positions) by a Covered Person or a Family Member with a prospective or actual contractor, vendor, or supplier could potentially create the appearance of impropriety or interfere with the discharge of the Covered Person’s responsibilities.

2.    Gifts
As a general rule, Covered Persons and Family Members may not receive or offer any gift or anything else of significant value for the purpose of influencing the action of NJACAC or of the recipient. Gifts (except those generally valued at $100 or less) received from vendors, suppliers, members, and consultants as part of normal business practice must be given to NJACAC or shared with NJACAC generally, and if acknowledgment is appropriate, acknowledged on behalf of NJACAC. This guideline is not intended to prohibit normal business practices, such as charitable contributions, meetings over meals, corporate items given to participants in meetings and conferences, or token hosting gifts, as long as they are of nominal and reasonable value and promote NJACAC’s legitimate business interests. If a Covered Person believes there is an appropriate reason to make an exemption to this policy for an individual situation, he or she should contact the board or legal counsel prior to giving or accepting the gift.

Prior to NJACAC Executive Committee action on a contract, loan, or other transaction involving a Conflict of Interest, a Covered Person having a Conflict of Interest or potential Conflict of Interest and who is in attendance at the meeting shall disclose to the Executive Committee all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. A Covered Person who has a Conflict of Interest shall not participate in or be permitted to hear the Executive Committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. A Covered Person who has a Conflict of Interest with respect to a contract, loan or other transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The Covered Person having a conflict of interest shall not vote on the contract, loan or other transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot.

4.    Confidentiality
Each Covered Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of NACAC. Furthermore, a Covered Person shall not disclose or use information relating to the business of NACAC for the personal profit or advantage of the Covered Person or a Family Member. This policy shall be reviewed annually by the NJACAC Executive Committee. Any changes to the policy shall be communicated immediately to all Covered Persons.