Governing Documents

Constitution

Article I. NAME

Section 1. Officially organized in 1958 as the Independent College Alumni Association of Ohio, the name of the organization was changed in 1980 to the Independent College Advancement Associates (I.C.A.A.).

Article II. MISSION STATEMENT

Section 1. The mission of ICAA is to enhance the professional development of its members and their understanding of issues facing private higher education and institutional advancement.

Article III. OBJECTIVES

Section 1. To facilitate interaction among professionals in the multifaceted areas of alumni relations, communications and philanthropy.

Section 2. To plan and host meetings, seminars, and conferences in order to facilitate and share information on developing trends and technology, assessment and evaluation, and management of institutional advancement.

Section 3. To engage in activities which are of mutual benefit to member institutions and the professionals of institutional advancement.

Article IV. MEMBERSHIP

Section 1. Membership in the organization is open to:

  1. Independent colleges, universities and seminaries.

  2. Like institutions in other states as approved by the Executive Committee of the Association.

  3. Individuals who are in the field of institutional advancement or higher education as approved by the executive Committee of the Association.

Section 2. To be a member, colleges, universities and individual members shall agree:

  1. To abide by this Constitution and the actions of the Executive Committee.

  2. To pay the dues or assessments as agreed upon by the Executive Committee each year.

Section 3. Each institution shall designate its members. Any number of members may be designated. The membership of the Association shall be published and distributed annually.

Article V. MEETINGS

Section 1. The Association shall meet at least annually, or at the call of the President or upon a petition of any five institutional members. Notices of all meetings shall be mailed to all members of the Association at least thirty days prior to the meeting.

Section 2. Any number of representatives from member institutions may attend any meeting of the Association.

Article VI. OFFICERS

Section 1. The officers of this organization shall consist of a President, President-elect, Secretary, and a Treasurer. The term of office shall be for one year, beginning September 1. The Treasurer and Secretary may be re-elected for additional terms.

Section 2. Members of the organization at the annual meeting of the Association will elect a President-elect, a Secretary and the Treasurer. There will be automatic succession of the office of President-elect to President.

Section 3. The election of officers shall be held at the annual meeting of the Association. The Executive Committee shall endorse a single slate of officers. Additional nominations may be made from the floor.

Section 4. The President shall preside at all meetings, whenever possible, and perform the customary duties of the office, including preparing an annual operating budget to be approved by the Executive Committee.

Section 5. The President-elect will serve as the Summer Workshop Conference Chair for the year he or she serves as President-elect. The President-elect shall assist the President and shall assume the duties and responsibilities of the President in his or her absence, inability to serve, or at the request of the President.

Section 6. The Secretary shall keep all the minutes and records of this organization including the annual preparations and publications of the membership directory and assume all the usual duties of the office.

Section 7. The Treasurer shall mail statements on dues and accounts, receive and record payments, and report on finances to the Executive Committee and Association.

Article VII. EXECUTIVE COMMITTEE

Section 1. The President, President-elect, Secretary, Treasurer, and the Immediate Past President shall be voting members of the Executive Committee. The President will appoint three at-large voting members who will serve two-year terms. These appointments shall be from the general membership and should reflect the diverse professional backgrounds of the organization. Appointments to fill unexpired terms will be made by the President.

Section 2. The 11-member Executive Committee shall act for the Association between meetings of the latter. Such actions shall be reported for approval at the next meeting of the Association.

Section 3. The Executive Committee shall meet quarterly. Additional meetings shall be held by call of the President.

Section 4. The President may invite other members, such as those involved with the planning of events or meetings, to attend Executive Committee meetings.

Article VIII. COMMITTEES

Section 1. The Nominating Committee shall consist of the outgoing President, President-elect, and a Past President of the organization.

Section 2. The President-elect will appoint committee members to coordinate and facilitate the Summer Workshop.

Section 3. The president, with the approval of the Executive Committee, may appoint committees to advance the mission and objectives of the organization.

Article IX. FINANCES

Section 1. The fiscal year of this organization shall be September 1st to August 31st.

Section 2. All financial expenditures shall be reviewed and approved by the Executive Committee.

Section 3. Annual dues shall be assessed by action of the Executive Committee. The Treasurer shall send out statements for dues immediately after they are assessed. They are payable within thirty days after the statement is received. At each annual meeting of the Association, the Treasurer shall report on non-payment of dues or assessments.

Section 4. Expenses incurred by the elected officers and ICAA committee members in travel, communications, etc., for work done for this organization, that cannot properly be charged to the member institutions with which they are affiliated, shall be itemized and submitted for payment to the Treasurer.

Article X. AMENDMENT OF CONSTITUTION

Section 1. This constitution may be amended by a majority affirmative vote of the member institutions. Each member institution shall have one vote. Voting on proposed changes may be accomplished by mail ballot or at the annual meeting of the Association. In either case at least four weeks shall elapse between written notification of the proposed changes and the deadline for the return of the ballots.

Revised June 16, 1993; August 16, 2002

Database / Information Use Policy

ICAA Address Label Policy

ICAA is dedicated to helping its member institutions build strong relationships with their alumni and donors, raise funds for campus projects, and produce recruitment materials. To advance the academic institutions they work for, ICAA members may be in need of products and services for fundraising campaigns, marketing, communications, advancement management, development and other related programs.

While these may be needed services, the ICAA Executive Committee feels that each individual campus should determine what products and services it needs. Therefore, ICAA will not allow its database to be used at any time for any purpose to an entity outside ICAA, or to any ICAA member institution not hosting an ICAA-approved educational program.

Adopted March 21, 2006

Conflict of Interest Policy

Article I. PURPOSE

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (ICAA) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II. DEFINITIONS

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

  2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a

  1. transaction or arrangement, or

  2. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III. PROCEDURES

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

  3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

  2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV. RECORDS OF PROCEEDINGS

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V. COMPENSATION

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI. ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,

  2. Has read and understands the policy,

  3. Has agreed to comply with the policy, and

  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII. PERIODIC REVIEWS

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Article VIII. USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Adopted March 27, 2015