Article I - NAME

The name of this organization shall be the Virginia Association for Institutional Research, also referred to as VAIR, and in this document, as the Association.

Article II - PURPOSE

The Association is organized and shall be operated exclusively for charitable and educational purposes and shall not engage in any activity which is not permitted by an organization exempt from taxation under Section 501(a) and described in Section 501(c)(3) of the Internal Revenue Code. No part of its net earnings shall inure to the benefit of any private individual except that reasonable compensation may be paid for services actually rendered. No substantial part of its activities shall be for carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. The purpose of the Association shall be to advance research and knowledge leading to greater understanding, planning and operation of institutions of postsecondary education throughout the Commonwealth of Virginia.

The Association will seek to fulfill its purpose by meeting the following goals:

1. to provide for the continued professional development of individuals engaged in institutional research, institutional effectiveness and strategic planning;
2. to promote the dissemination of information and the interchange of ideas on problems of common interest;
3. to foster and encourage analytical approaches to management problems;
4. to promote cooperation and communication among institutions and state and federal agencies on matters of mutual concern.
    

Article III - MEMBERSHIP

Section 1. Membership of the Association shall be open to, but not limited to, any person actively engaged in institutional research, institutional effectiveness, strategic planning or who has a professional interest in analytical or other studies of postsecondary education.
 

Section 2. Membership shall include all individuals who formally register for a VAIR annual meeting during a calendar year. Persons not attending an annual meeting may initiate or maintain membership by submitting an application with dues payment to the Treasurer. There shall be no membership discrimination based upon gender, gender identity, race, ethnicity, national origin, religion, disability, sexual orientation, marital status, parental status or age. Membership is individual and not transferable.
 

Section 3. The membership year shall extend from the end of the month in which the annual meeting is held until the end of the next annual meeting.
 

Section 4. The membership dues shall be determined by the Board of the Association.
 

Article IV - BOARD OF DIRECTORS
 

Section 1. The business and affairs of the Association shall be managed under the direction of the Board of Directors, otherwise known as the Board.
 

Section 2. Members shall elect officers of the Association, which shall constitute the Board.
 

Section 3. The officers of the Association shall be a President, Past-President, Secretary, Treasurer, Communications Coordinator, Chairperson for the annual meeting, and representatives from each of the major constituent groups within the Association.
 

Section 4. Major constituent groups include 2-year, 4-year public, and 4-year private institutions.
 

Section 5. The Board shall have authority to make policies for the Association which are consistent with the Bylaws.
 

Section 6. The Board shall determine goals for activities and programs of the Association.
 

Section 7. The Board shall approve plans and locations for the annual meeting.
 

Section 8. The Board shall approve membership dues and other fees.
 

Section 9. If a vacancy occurs in the office of the President, the Past-President shall fill the unexpired term. All other vacancies shall be filled by appointment by the President. Any individual appointed to serve an unexpired term shall be eligible to succeed himself/herself and to serve a full elective term as provided in these Bylaws. The Past-President, if required to fill the unexpired term of the President, however, is not eligible to succeed himself/herself.
 

Section 10. Meetings of the Board may be held by synchronistic videoconference, teleconference, or combination of the two.
 

Section 11. With the exception of the Secretary and the Treasurer, officers shall serve from one annual meeting through the next annual meeting.
 

Section 12. The term for Secretary and Treasurer shall be two (2) years, and serve from the January following the annual meeting to December.
 

Section 13. The Secretary and Treasurer are eligible to serve no more than two consecutive terms in the same office.

Section 14. To provide an orderly transition of financial responsibility, the Treasurer whose successor has been elected shall continue to serve on the Board during the remainder of their term, and the Treasurer-Elect shall also serve on the Board from the time of election until their term commences. 
 

Section 15. The term of the President shall be one year or until a successor has been elected. A President is not eligible to succeed himself/herself in that office.

Article V - DUTIES OF OFFICERS
 

Section 1. President. The President shall:

1. Act as spokesperson for the Association.
2. Receive resolutions/position statements from members/institutions and see to their presentations at the annual meeting.
3. Consult with the Chairperson in planning the annual meeting.
4. Preside at the business session of the annual meeting.
5. Call meetings of the Board.
6. Perform any duties necessary to assist the Association in achieving its purpose.
7. Appoint committees as may be needed to conduct affairs of the Association and serve as Ex-officio member of each committee.
8. Serve as Past-President in the year following their term as President.
9. Appoint liaisons to other professional organizations.
    

Section 2. Past-President. The Past-President shall:

1. Serve as Chairperson of the nominating committee to select candidates to run for officer positions.
2. Advise the President and Board of Association policies and procedures, as necessary.
3. Perform duties assigned by the President.
4. Perform the duties of the President in their absence or disability.
    

Section 3. Treasurer. The Treasurer shall:

1. Collect and maintain dues.
2. Safeguard and disburse Association funds as necessary.
3. Prepare a financial statement and submit it at the annual meeting.
4. Maintain and publish an annual listing of the membership of the Association.
    

Section 4. Secretary. The Secretary shall:

1. Record the minutes of the business session of the annual meeting and meetings of the Board.
2. Distribute notices and resolutions adopted at the annual meeting.

Section 5. Communications Coordinator. The Communications Coordinator shall:

1. Maintain email distribution lists of potential VAIR members, to be referred to as the VAIR community.
2. Create and disseminate information about the Association to the membership and VAIR community through a variety of written and electronic means such as a VAIR newsletter and website.

Section 6. Chairperson for the Annual Meeting. The Chairperson for the Annual Meeting shall:

1. Have general responsibilities for the annual meeting.
2. Work with the Board in planning the annual meeting.

Section 7. Constituent Representatives. The Constituent Representatives shall:

1. Represent the interests of their constituent groups in Board meetings.
2. Have responsibility for planning and coordinating workshops, panels, presentations, and other sessions at the annual meeting.

Article VI - NOMINATIONS AND ELECTIONS

Section 1. The President of the Association shall appoint a Nominating Committee to be chaired by the Past-President. This committee shall prepare a slate of officers.
 

Section 2. All officers shall be elected at the annual meeting by a majority vote of members.
 

Section 3. Additional nominations may be made from the membership at the annual meeting.
 

Section 4. All nominated officers must be dues paying members of the Association.

Article VII - ADOPTION AND REVISION OF BYLAWS

The Bylaws may be amended by a vote of the majority of members present during the business session of the annual meeting or through a vote of the majority of members responding to an electronic vote at any other time. To be considered for a vote, proposed amendments must be distributed to all members at least thirty (30) days before the vote.

Article VIII - MEETINGS

Section 1. The purpose of the Association will be served by annual meetings, special meetings, and Board meetings.
 

Section 2. The annual meeting of the Association shall be held at a site and date determined by the Board. The Secretary shall be responsible for notifying all members of the date and location of the annual meeting at least sixty (60) days prior to the meeting. The business session shall be held in conjunction with the annual meeting.
 

Section 3. Special meetings of the Association may be called by the Board, or by petition of at least fifty-one percent (51%) of the membership.
 

Section 4. The Board shall meet not less than twice per year, one such meeting to follow the
annual meeting, and at such other time(s) as designated by the President.

Article IX - QUORUM

Section 1. A quorum at any business meeting of the Association shall constitute registrants in attendance at the business session of the annual meeting.
 

Section 2. A quorum at any official meeting of the Board shall constitute a simple majority of the officers of the Board.

Article X - DISSOLUTION

Upon dissolution of the Association, the Officers shall, after paying or making provision for payment of all liabilities of the association, dispose of all of the assets of the Association exclusively for the purposes of the Association. The recipient organization must qualify for tax exemption as determined by the Internal Revenue Code of 1954 or future United States Internal Revenue Law.

Approved by a vote of membership at a Special Meeting, June 20, 2024