Article I - NAME
Section 1. The name of the Association shall be the California Association of Student Financial Aid Administrators.
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Article II - OFFICES
Section 1. The principal office of the Association for the transaction of its business is located in San Francisco County, California. The location of the principal office will change automatically each year to the county of the institution in which the President of the Association is principally employed. The Executive Council may also change the principal office from one location to another or establish branch or subordinate offices at any place where the association is qualified to do business. Any change of this location shall be noted by the Secretary on the page opposite this section.
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Article III - PURPOSES
Section 1. To promote the professional preparation, training, effectiveness, recognition and association of persons engaged in any aspect of the operation of student financial aid in educational institutions, government, business, and public/community agencies concerned with the administration of student financial aid.
Section 2. To serve the interests and needs of students, faculties, government agencies, and sponsors through coordination of plans and programs pertinent to student financial aid.
Section 3. To assist educational institutions, foundations, government agencies, and private and community organizations to promote and develop effective programs of student financial aid.
Section 4. To facilitate communications among student financial aid administrators and between institutions of postsecondary education and the sponsors of student aid programs.
Section 5. To promote research, training, and other related activities required to fulfill the purpose of this association.
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Article IV - MEMBERSHIP
Section 1. There shall be two classifications of membership in this Association: active and associate membership.
Section 2. Active membership shall be limited to persons engaged in any aspect of the operation of student financial aid either at the campus or at the systemwide level in a postsecondary institution in California, including the California Student Aid Commission and the Region IX Office of the United States Department of Education. Active members shall have all rights and privileges of membership including the right to vote on all matters that come before the Association membership and to hold office on the Executive Council.
Section 3. Associate membership shall include representatives of other educational institutions and government agencies, foundations, private and community, involved in financial aid matters and persons in an institution of postsecondary education in states other than the one listed in Section 2 above. Associate members shall have all rights and privileges of membership except the right to vote or to hold office on the Executive Council.
Section 4. Any member of the Association will be dropped from membership for nonpayment of dues or by action of the Executive Council for just cause after being afforded an opportunity to be heard by a committee appointed by the President.
Section 5. Membership is by individual only and is not transferable, nor are membership dues refundable.
Section 6. The Executive Council may award Lifetime Membership to any person. Annual membership dues for the recipient of this honor will be waived. The Lifetime Member is entitled to all rights and privileges of membership in the Association.
Section 7. The Association shall keep a record of the name and address of each member. Such record shall be kept at one or more of the Association's established offices and shall be available for review by any member of the Association during regular business hours.
Section 8. There is no limit on the number of members the Association may admit.
Section 9. A member of this Association is not, as such, personally liable for the debts, liabilities or obligations of the Association.
Section 10. All rights of membership cease upon the member's death or dissolution of the Association.
Section 11. All rights of a member in the Association shall cease on termination of membership as herein provided.
Section 12. Forms and fees for membership in the Association shall be directed to the Treasurer of the Association.
Section 13. Membership dues shall be in an amount established by the Executive Council with the approval of the voting members.
Section 14. The membership year shall coincide with the fiscal year of the Association that begins on January 1.
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Article V - OFFICERS
Section 1. The officers of the Association shall be the President, President-Elect, Vice-President, Secretary, and Chief Financial Officer who shall be designated the Treasurer.
Section 2. The President-Elect shall automatically become President of the Association upon the death, resignation, or removal of the President.
Section 3. With the exception of the President and the President-Elect, an elected officer may be a candidate for reelection.
Section 4. Duties of officers shall be as specified in the Bylaws and in Robert's Rules of Order insofar as the latter does not conflict with the former.
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Article VI - EXECUTIVE COUNCIL
Section 1. The Board of Directors, referred to herein as the Executive Council, shall have full authority over the affairs of the Association and shall perform the functions of the Association during the interim between meetings of the Association, and shall act on behalf of the association between meetings of the membership. Such authority shall not include that of rescinding or modifying any official action taken by the Association.
Section 2. Members of the Executive Council must be voting members of the Association.
Section 3. The Executive Council shall consist of the officers of the association, the Immediate Past President; two (2) Members-At-Large, elected by the membership; and five (5) Segmental Representatives, also elected by their membership. One Segmental Representative to be elected from each of the five segments of California higher education as follows: (1) California State University, (2) Community Colleges, (3) Independent Colleges and Universities, (4) Proprietary Institutions, (5) University of California.
Section 4. The Executive Council shall meet during in conjunction with the annual meeting of the Association. Special meetings of the Council may be called by the President or upon petition of three (3) other members of the Executive Council. The time and place of such meetings shall be specified by the President.
Section 5. Seven (7) members, present and voting, shall constitute a quorum at any official meeting of the Executive Council.
Section 6. Meetings of the Executive Council shall be conducted according to Robert's Rules of Order.
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Article VII - ELECTION OF MEMBERS OF THE EXECUTIVE COUNCIL

Section 1. Election of all members of the Executive Council except the Treasurer shall be held each year under the supervision of a Nominations and Elections Committee. Beginning with the election of the 1992 Executive Council, the Treasurer shall be elected in alternate years according to the nominating and election procedures specified in the CASFAA Bylaws for the election of Executive Council members. The nominating committee shall consist of (1) the immediate Past-President who shall serve as chair, (2) the President-Elect, (3) the Segmental Representatives, and (4) the Members-at-Large to the Executive Council. Should any designated member of the Nominations and Elections Committee wish to run for membership on the next Executive Council, an alternate from the appropriate segment or constituency shall be appointed by the President.

Section 2. Nominations for each office must be solicited from the general membership by mail or electronic communication* within 90-180 days before the annual meeting of the Association.
(* The addition of electronic communication was approved by CASFAA membership in the 2001 ballot.)

Section 3. The Nominations and Elections Committee shall select two nominees for each office, taking into consideration nominations from the membership, and including the widest representation possible, ensuring a balance among ethnicity, gender, type of institution, and geographic location.

Section 4. Nominations shall be submitted to the Executive Council for approval.

4.5.2 The election of the Treasurer will occur a year before the new Treasurer takes office. This will allow the person to serve a year as Treasurer-elect* to train with the current Treasurer for a year before taking responsibility. The Treasurer-elect will not be a voting member of the Executive Council.
(* This change was approved by CASFAA membership on the 2001 ballot.)

Section 5. The Nominations and Elections Committee shall submit a ballot to the active membership of the Association within 30-90 days of the annual meeting.

Section 6. The officers of the Association and the Members-at-Large shall be elected by the voting members of the Association. Segmental Representatives shall be chosen by a vote of their own segment.

Section 7. Ballots for the election of members of the Executive Council shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of members of the Executive Council is withheld, they shall not be counted as votes either for or against the election of a member of the Executive Council.

Section 8. A written ballot may not be revoked after its receipt by the Association or its deposit in the mail, whichever occurs first.

Section 9. The Nominations and Elections Committee of the Association shall make available to members reasonable nomination and election procedures with respect to the election of members of the Executive Council by the membership. Such procedures shall be reasonable given the nature, size and operations of the Association, and shall include:

1. A reasonable means of nominating persons for election as members of the Executive Council.
2. A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.
   If this Association publishes any material soliciting votes for any nominee for member of the Executive Council in any publication owned or controlled by the Association, it shall make available to all other nominees, in the same issue of the publication, an equal amount of space, with equal prominence, to be used by the other nominees for a purpose reasonably related to the election.
3. A reasonable opportunity for all nominees to solicit votes.
4. A reasonable opportunity for all members to chose among the nominees.

Section 10. A quorum for any election of members of the Executive Council shall be the number of votes cast by the deadline date for receipt of ballots. A candidate who receives a majority of the votes cast is elected.

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Article VIII - DUTIES OF THE MEMBERS OF THE EXECUTIVE COUNCIL

Section 1. The President shall preside at all meetings of the Association and the Executive Council, and perform such other duties that pertain to the office of the President, and, further shall be an ex-officio member to of all CASFAA committees. The President shall provide leadership on matters of interest to the financial aid community in California and to the Association. The President or designee will be a member of the Executive Council of the Western Association of Student Financial Aid Administrators (WASFAA).

Section 2. The President-Elect shall perform the duties of the President in the event of absence or incapacity of the President, chair the State Issues Committee and perform such other duties as assigned by the President and endorsed by the Executive Council.

Section 3. The Vice President shall chair the Federal Issues Committee and perform such other duties as assigned by the President and endorsed by the Executive Council.

Section 4. The Secretary shall be responsible for keeping and maintaining the records of the Association and of the Executive Council, for the mailing of meeting notices and such other communications as provided for in the Bylaws, and for the performance of such other duties as assigned by the President and endorsed by the Executive Council.

Section 5. The Treasurer shall be responsible for the receipt and expenditure of funds in accordance with directives established by the Executive Council. The Treasurer shall maintain appropriate and adequate financial records and shall maintain appropriate and adequate financial records and shall be ready whenever required to give the Executive Council all monies and financial records, and shall give the same to the Treasurer-elect* upon completion of the term of office. The Treasurer shall submit a duly audited biennial financial report to the Association and shall be under such bond as determined by the Executive Council. The Treasurer will train the Treasurer-elect during his second term of office. The Treasurer shall perform such other duties as assigned by the President and endorsed by the Executive Council.

Section 5a. The Treasurer-elect shall perform the duties of the Treasurer in the event of absence or incapacity of the Treasurer, shall train with the current Treasurer for a year before taking full responsibility, and will perform such other duties as assigned by the President and endorsed by the Executive Council.

(* The position of a Treasurer-elect was approved by the 2001 Executive Council and approved by membership on the 2001 ballot.)

Section 6. The Segmental Representatives shall represent the interests of their segments, serve on the Nominations and Elections Committee, and shall perform such other duties as assigned by the President and endorsed by the Executive Council.

Section 7. Members-at-Large shall serve as Chairs of the committees to which they are elected (e.g., the Minority Issues a.k.a. Ethnic Diversity Committee and the Graduate and Professional Issues Committee). They shall also serve on the Nominations and Elections Committee and shall perform such other duties as assigned by the President and endorsed by the Executive Council.

Section 8. The immediate Past President shall provide guidance and advice to the President and the Executive Council and shall perform such other duties as assigned by the President and endorsed by the Executive Council.

Section 9. Members of the Executive Council whose status changes from voting to non-voting status must vacate their offices and will lose their membership on the Executive Council.

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Article IX - MEETINGS OF MEMBERS
Section 1. The Association shall meet annually on a date and time determined by the Executive Council. Meetings of the Association shall be held at a site designated by the Executive Council. Meetings of the membership shall be alternated between the northern and southern regions of California.
Section 2. Special meetings of the Association may be called by the Executive Council, the President of the Association, or by petition of three (3) members of the Executive Council. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the membership.
Section 3. If a special meeting is called by the membership as authorized by these Bylaws, the request for the meeting shall be submitted in writing to the President, Vice President, or Secretary specifying the general nature of the business proposed to be transacted.
Section 4. A quorum at any meeting of the membership shall consist of twenty percent (20%) of the eligible voting members of the Association.
Section 5. Each voting members is entitled to one vote on each matter submitted to a vote of the membership.
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Article X - VACANCIES
Section 1. A vacancy occurring in any office of the Executive Council other than that of the President, Past-President or President-Elect, shall be filled by the appointment of the Executive Council until the installation of the next elected Executive Council. An affirmative vote of a majority of the entire Executive Council by ballot shall be necessary to fill such a vacancy.
Such an appointment shall not prejudice the election of the incumbent to a regular term of office.
Section 2. If a vacancy occurs in the office of the President, the position will be assumed by the President-Elect.
Section 3. A vacancy in the office of the President-Elect will be filled by a vote of the membership through either the annual election or a special election to be determined by the Executive Council.
Section 4. A vacancy in the office of the Past-President shall be filled by the appointment of the previous immediate Past-President.
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Article XI - COMMITTEES
Section 1. The Association shall have such committees as determined by the Executive Council to meet the goals of the Association. These committees shall act in an advisory capacity to the Executive Council. Membership is for the duration of the Executive Council that made the appointment with the exception of those committees deemed by Executive Council to have an 18-month term. Membership on committees should include the widest representation possible, ensuring a balance among ethnicity, gender, type of institution, and geographic area.
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Article XII - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1. The Executive Council, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Except as otherwise specifically determined by resolution of the Executive Council, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by the Treasurer or the President of the Association except that any check made payable to the Treasurer must be signed by the President or any officer authorized to sign by the Executive Council.
Section 3. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Executive Council may select.
Section 4. The Executive Council may accept on behalf of the Association any contribution, gift, bequest, or devise for the charitable or public purposes of this Association.
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Article XIII - ASSOCIATION RECORDS, REPORTS AND SEAL

Section 1. The Association shall keep at one or more of the Association's established offices:

1. Minutes of all meetings of members and of the Executive Council.
2. Adequate and correct books and records of account.
3. A record of its members.
4. A copy of the Association's Articles of Incorporation and Bylaws as amended to date.

Section 2. The Executive Council may adopt, use and, at will, alter a Corporate seal. Such a seal shall be kept at the principal office of the Association. Failure to affix the seal to Association instruments, however, shall not affect the validity of any such instrument.

Section 3. Every member of the Association shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Association.

Section 4. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and to make extracts.

Section 5. The President, with the Executive Council, will compile an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Association's fiscal year to all members of the Executive Council of the Association and, if this Association has members, to any member who requests it in writing.

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Article XIV - FISCAL YEAR
Section 1. The fiscal year of the Association shall begin on the 1st day of January and end on the 31st day of December in each year.
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Article XV - PROHIBITION AGAINST SHARING ASSOCIATION PROFITS AND ASSETS
Section 1. No member, member of the Executive Council, officer, employee, or other person connected with this Association, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the Association in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Executive Council; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the Association assets on dissolution of the Association.
All members, if any, of the Association shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Association, whether voluntarily or involuntarily, the assets of the Association, after all debts have been satisfied, then remaining in the hands of the Executive Council, shall be distributed as required by the Articles of Incorporation of this Association and not otherwise.
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Article XVI - EMPLOYEES
Section 1. Provided the necessary funds are available, the Executive Council may employ personnel whose titles, duties and remuneration shall be determined by the Executive Council. Any paid employee with fiscal responsibility may be bonded at the expenses of the Association in the amount determined by the Executive Council.
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Article XVII - RELATIONSHIP TO THE NATIONAL ASSOCIATION OF STUDENT FINANCIAL AID ADMINISTRATORS AND THE WESTERN ASSOCIATION OF STUDENT FINANCIAL AID ADMINISTRATORS
Section 1. This Association recognizes and encourages membership and participation of its members in the National Association of Student Financial Aid Administrators and the Western Association of Student Financial Aid Administrators.
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Article XVIII - AMENDMENT OF ARTICLES OF INCORPORATION
Section 1. Before any members have been admitted to the Association, any amendment of the Articles of Incorporation may be adopted by approval of the Executive Council.
Section 2. After members, if any, have been admitted to the Association, amendment to the Articles of Incorporation may be adopted by the approval of the Executive Council and by the approval of the members of this Association.
Section 3. Notwithstanding the above Sections of this Article, this Association shall not amend its Articles of Incorporation to alter any statement that appears in the original Articles of Incorporation and of the names and addresses of the first members of the Executive Council of this Association nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the Association has filed a "Statement by a Domestic Nonprofit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.
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Article XIX - AMENDMENTS TO THESE BYLAWS
A quorum for any election to amend the Bylaws shall be thirty-five percent (35%) of the active members as of the date ten (10) days prior to the meeting or ten (10) days prior to the distribution of ballots to the members. These Bylaws may be amended only by a seventy percent (70%) majority affirmative vote of the association voting members after a canvass of the entire voting membership providing that each amendment shall have been proposed in writing to the Secretary by the Executive Council, a committee authorized by the association or by a petition of five percent (5%) of the members of the Association; and providing that a copy of the amendment shall have been mailed to each member of the Association at least thirty (30) days before the vote is called by the Executive Council.
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Article XX - INDEMNIFICATION
The Association shall, to the maximum extent permitted by the law, indemnify each of its Executive Council members against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an Executive Council member and shall advance to such members expenses incurred in defending any such proceeding to the maximum extent permitted by the law. For purposes of this Article XX, "Executive Council Member" of the Association includes any person who is or was an Executive Council Member as defined in Section 3 of Article VI, or is or was serving at the request of the Association or the Executive Council as a member of a standing or ad hoc committee of the Association. The Executive Council may at its discretion, provide by resolution for such indemnification of, or advance of expenses to, other agents of the Association and likewise may refuse to provide for such indemnification of, or advance of expenses to the extent such indemnification is mandatory under the law.
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