By-Laws

Revised: June 2024

IACAC By-Laws

Article

I. Quorum

II. Rules of Order

III. Membership

IV. Executive Board

V. Cabinet and Board Teams

VI. Nominations and Elections

VII. Board Teams and Committees

VIII. Finance

IX. Indemnification

X. Code of Ethics

XI. Amendments

 

The purposes for which this corporation is organized are: exclusively educational to promote the highest professional standards in counseling and to maintain maximum communication of best practices pertaining to postsecondary admissions at primary, secondary, and postsecondary levels empowering members to serve the interests of students, parents and/or guardians, and primary, secondary, and postsecondary institutions. These best practices are maintained and promoted through the Guide to Ethical Practice in College Admission (GEPCA) of the National Association for College Admission Counseling.

 

ARTICLE I. Quorum.

One-tenth of the members of IACAC entitled to vote shall constitute a quorum of any annual or general membership meeting when such meeting is called in accordance with these By-Laws. Two-thirds of the members of the Executive Board shall constitute a quorum for the transaction of business.

ARTICLE II. Rules of Order.

The latest edition of Robert’s Rules of Order shall govern all procedures for IACAC not covered by the Illinois General Not-For-Profit Corporation Act and these By-laws. The association is also governed by the Leadership Manual, the Policy and Procedures Manual,  the Fiscal Policy, the Code of Conduct Policy, and Whistleblower Policy.

ARTICLE III. Membership.

Criteria and qualifications for each category of voting and non-voting members shall be set forth in these by-laws and in the policies and procedures approved by the Executive Board.

Section 1. Voting Membership.

Voting membership in the Illinois Association for College Admission Counseling (IACAC) shall be extended to the following:

  1. Educational Institutions:
    1. Any two- or four-year college or university or other postsecondary educational institution which is not-for-profit, which is accredited, as approved by the Executive Board, provided that such institution maintains an educational facility in the State of Illinois.
    2. Any not-for-profit primary or secondary schools and districts in the State of Illinois as approved by the Executive Board.
    3. Any not-for-profit college or university system in the State of Illinois.
  2. Organizations:
    1. Any organization, agency, or institution which is not-for-profit, maintains an educational facility in the State of Illinois, and provides postsecondary counseling, admission, or and financial aid services at the state or local level.
    2. Any organization, agency, or institution, which is not-for-profit, maintains an educational facility in the State of Illinois, and provides postsecondary counseling, admission, or and financial aid services at a multi-state, national or international level.
  3. Individuals:
    1. Persons employed by voting member institutions or other voting member organizations whose professional activities consist primarily of counseling, admission, or financial aid services.
    2. Persons whose primary recruitment territory is in Illinois and provide counseling, admission or financial aid services to students and/or their parents and who are employed by an out-of-state institution or organization as approved by the Illinois Association for College Admission Counseling.
    3. Regional representatives of two or four-year colleges, universities, or postsecondary institutions located outside of Illinois whose primary recruitment territory is in Illinois.
    4. Persons charged with supervising admission and enrollment management activities who are employed at an Illinois university or university system office.
    5. Persons charged with supervising counseling activities who are employed at an Illinois school or system district office.
    6. Persons who serve as school district administrators or university system administrators.
    7. Independent educational consultants or counselors who are self-employed or employed by a company providing counseling, admission, or financial aid services, where these individuals perform the majority of their professional duties in Illinois and who meet the IACAC Criteria for Independent Counselors.
    8. Any individual who was actively engaged in providing counseling, admission or financial aid services at one or more National Association for College Admission Counseling (NACAC) or ACAC member institutions or organizations who is deemed retired under the retirement program of an institution formerly employing said individual; provided in each case, that such individual is not otherwise employed providing counseling, admission or financial aid services.
    9. 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 2. Nonvoting Membership.

A member institution shall be represented by a person or persons charged with the responsibility for admitting students or for guiding students in planning for post secondary education. Nonvoting membership in IACAC shall be extended to the following:

  1. Educational Institutions:
    1. Two- and four-year colleges, universities, and other not-for-profit postsecondary and secondary educational institutions which, in the opinion of the Executive Board, are in accordance with the purposes of IACAC and do not qualify for membership under Section 1 of this Article.
    2. Any not-for-profit two- or four-year college or university, or primary or secondary school in the State of Illinois, which is degree-granting or which awards a diploma, which is newly established or has not attained accreditation, which meets the professional criteria that shall be established by the Executive Board from time to time, and which is in agreement with the purposes of IACAC.
  2. Organizations
    1. Any individual or for-profit organization, business, agency, or institution that provide services to the counseling, admission, or financial aid professions in support of Illinois students in the transition to postsecondary education.
  3. Individuals:
    1. Any individual currently enrolled in or recently graduated from a postsecondary, graduate, or professional program at an accredited two- or four-year college, university, or other not-for-profit postsecondary educational institution, and who, in the opinion of the Executive Board, is in accord with the purposes of IACAC and does not qualify for membership under Section 1 of this Article.
    2. Persons who provide teaching and/or training to professionals who work with students in the transition to postsecondary education, and are employed in a post-baccalaureate or graduate program at an accredited not-for-profit institution according to the policies approved by the IACAC Executive Board.

Nonvoting members may receive appropriate services as designated by the Executive Board.

Section 3. Termination of Membership.

Membership in IACAC shall be terminated if a member fails to pay annual dues, fails to satisfy membership eligibility requirements, or violates the Code of Conduct or Whistleblower policies.

Section 4. Meetings.

There shall be an annual meeting of the membership of IACAC held in the spring each year at which IACAC Officers and Directors shall be announced. This meeting may be held in-person or in a virtual environment. The President is empowered to call other general membership meetings, which must be communicated to each voting member at least two weeks prior to the date of the meeting. The annual meeting in any event shall be held before June 1 of each year. Except as otherwise provided in Section 4 of Article VI of these By-Laws, each voting member shall have one vote on each matter presented to the membership for its consideration.

 

ARTICLE IV. Executive Board.

The Executive Board of IACAC shall be responsible for the management and direction of the affairs of IACAC and shall control the expenditure of funds by IACAC in accordance with Article VIII. The Executive Board shall consist of the Cabinet and the Board Teams, comprised of 12 IACAC Board Directors. Executive Board members shall assume their IACAC duties on June 1 of the year in which elected.

Section 1. Eligibility.

Any voting member is eligible to serve as a member of the Executive Board.

Section 2. Cabinet.

The IACAC Cabinet is comprised of the President, President-elect, Most Recent Active Past President, Secretary, Secretary-elect, Past Secretary, Treasurer, Treasurer-elect and Most Recent Active Past Treasurer. Each cabinet member shall be elected from the voting membership of IACAC. The Executive Director shall serve as a non-voting, ex-officio member of the Cabinet.

Section 3. Board Directors.

  1. There shall be twelve Board Directors of IACAC. All of the Board Directors will be elected from the voting membership of IACAC and comprised of any combination of the IACAC voting membership categories. Board Directors will serve three-year terms which shall be staggered to the extent possible.
  2. Board Directors shall represent different regions of the state of Illinois, diverse backgrounds, experience levels, and membership types.

Section 4. Ex-officio Members.

The President shall have the power to appoint, subject to the approval of the Executive Board, an ex-officio member or members to the Executive Board for up to three years, based on the needs of the Board.

Section 5. Loss of Eligibility.

In order to remain as an Officer or Director of IACAC an incumbent must continue to provide postsecondary counseling, admission or financial aid services.  If an incumbent’s qualifying employment changes, they could continue until the one-hundred-eightieth day following such incumbent’s qualifying employment or the date on which such incumbent accepts non-qualifying employment, whichever occurs first.

Section 6. Meetings.

The Executive Board shall hold a minimum of four meetings per year. This meeting may be held in-person or in a virtual environment. The President is empowered to call additional Executive Board meetings and shall call such a meeting at the request of any other four members of the Executive Board. Each member of the Executive Board shall have one vote on each matter presented for its consideration. Each member of the Executive Board shall receive at least one week’s prior written notice of all Executive Board Meetings, which notice shall list the matters to be considered at such meeting.

 

 

ARTICLE V. Cabinet and Board Directors

Section 1. Duties of Cabinet Officers

  1. President.
    The President shall preside at the Annual Membership meeting, all other general membership meetings and all Executive Board meetings. The President shall have overall supervision of the plans for any special general membership meeting. The President, or an Executive Board Member appointed by the President, shall be the official representative of IACAC at meetings of other organizations or on such occasions where representation has been requested or is deemed desirable. The President shall perform such other duties as are provided for in these By-Laws or as assigned by the Executive Board or the general membership and shall submit an annual report to the general membership at the Annual Membership meeting. The President shall automatically succeed to the office of the Most Recent Active Past President upon completion of their term.
  2. President-elect.
    The President-Elect shall assume the duties of the President in the absence of the President and shall act as chairperson of the Conference Committee. The President-elect shall automatically succeed to the office of the President upon completion of their term.
  3. Most Recent Active Past President.
    The Most Recent Active Past President shall act as chairperson of the Nominating Committee and of the Credentials Committee
  4. Secretary.
    The Secretary shall review the minutes of the Annual Membership meeting, all other general membership meetings, and the Executive Board meetings. The Secretary shall automatically succeed to the office of the Most Recent Active Past Secretary upon completion of their term. The Secretary shall automatically succeed to the office of the Most Recent Active Past Secretary upon completion of their term.
  5. Secretary-elect.
    The Secretary-elect shall record the minutes of the Annual Membership meeting, all other general membership meetings, and the Executive Board meetings. The Secretary-elect shall automatically succeed to the office of the Secretary upon completion of their term.
  6. Most Recent Active Past Secretary
    The Past Secretary shall assist the Secretary and Secretary-elect in following Robert’s Rules of Order during Executive Board meetings and membership meetings as well as serve as Parliamentarian.
  7. Treasurer.
    The Treasurer shall be responsible for maintaining the official financial records of IACAC, performing other financial transactions, and monitoring fund development. The Treasurer shall be chairperson of the Finance Committee and shall submit an annual report to the general membership at the Annual Membership Meeting. The Treasurer shall automatically succeed to the office of the Most Recent Active Past Treasurer upon completion of their term.
  8. Treasurer-elect.
    The Treasurer-Elect shall be the chairperson of the Professional Development Grants Committee and will serve on the Finance, the National College Fair and the Illinois College Fair Committees. The Treasurer-elect shall automatically succeed to the office of the Treasurer upon completion of their term.
  9. Most Recent Active Past Treasurer
    The Most Recent Active Past Treasurer shall serve on the Professional Development Grants and the Finance Committees. They will also oversee the Innovation Fund.
  10. Each officer, other than the President, shall perform such other duties as are provided for in these By-Laws or as assigned by the President or the Executive Board.
  11. No person shall serve on the Executive Board of both NACAC and IACAC simultaneously, unless the IACAC President is elected to serve as NACAC Coordinator of the Presidents’ Council.

Section 2. Duties of Board Directors.

Each Director shall co-chair one of the four Board teams; Member Relations, Student and Family Outreach, Professional Development or Media. Additionally, Directors  shall assume the responsibilities assigned to them by the President or the Executive Board.

Section 3. Vacancies.

  1. A vacancy shall be deemed to exist on the Executive Board when a member of the Executive Board is no longer able to serve for any reason or no longer meets the eligibility requirements for the position in which they serve as established by these By-Laws.
  2. Vacancies on the Executive Board shall be filled as follows:
    1. If a vacancy occurs in the office of President, it shall be filled by the President-elect who shall subsequently serve the normal term as President.
    2. If a vacancy occurs in the office of President-elect, a President-elect pro tem shall be appointed by the President to serve until the next Annual Membership meeting.
    3. If a vacancy occurs in the office of Past President, a Past President pro tem, selected from among former IACAC Presidents, shall be appointed by the President to serve until the next Annual Membership meeting.
    4. If a vacancy occurs on the Executive Board, other than those described in Section 3. B. 1–3 of this Article, the President shall have the power to appoint, subject to the approval of the Executive Board, a voting member who meets the eligibility requirements set forth in these By-Laws to fill the vacancy until the next Annual Membership meeting, at which time a member will be elected to complete the vacant term if such term does not expire at such meeting.

 

ARTICLE VI. Nominations and Elections.

Section 1. Nominating Committee.

This Committee shall include the two Most Recent Active Past Presidents. The chairperson shall be the Most Recent Active Past President who shall select at least four additional voting members to serve on the Committee, and should represent the diversity of IACAC.

Section 2. Selection of Candidates.

The Nominating Committee shall nominate a candidate or candidates for each vacancy on the Executive Board to be announced at any Annual Membership meeting and submit a written report of the nominees to the Executive Board at least six weeks prior to the Annual Membership meeting and to the general membership at least two weeks prior to the Annual Membership meeting.

Section 3. Nominations from the floor.

Nominations of additional candidates may be made by a motion from the floor at the Annual Membership Meeting, provided the nominator and seconder are voting members of IACAC and have secured the consent of the nominee prior to the time the nomination is made.

Section 4. Voting and Election.

  1. Ballots shall be cast electronically within a two week period between the Annual Membership meeting and the Annual Conference. The candidates securing the highest number of votes in each category shall be declared elected. In the case of a tie-vote between candidates for specific position(s) on the Executive Board, voting members will revote for said position(s).
  2. Voting members may request a proxy. Proxies must be completed and returned at least one week prior to the convening of the Annual Membership meeting. Proxies so requested and distributed shall appoint the Most Recent Active Past President and the Current President as proxies.
  3. Any action that is required to be taken at an annual or special meeting of the members may be taken, without an actual meeting, using a ballot proctored via mail, e-mail, or other electronic means such that all members entitled to vote will have the opportunity to vote, and the number of votes cast meets quorum. Voting must remain open for at least five days from the date the ballot is delivered unless it is required by law to stay open longer. Within 5 days of the ballot closing, the results should be announced to the membership in writing.

 

ARTICLE VII. Board Teams and Committees.

Section 1. Board Teams.

  1. Member Relations Team will oversee the work of the following committees: Government Relations, Membership, Professional Connections, and Special Interest Groups.
  2. Student and Family Outreach Team will oversee the work of the following committees: College Awareness and Preparation, Illinois College Fair, National College Fair, and Scholarship.
  3. Professional Development Team will oversee the work of the following committees: District Seminars, Education and Ethics, High School Counselor Professional Development, Inclusion, Access and Success, Mentorship, Middle Management Institute, New Counselor Institute, Summer Tours and Transfer Advisory.
  4. Media Team will oversee the work of the Media Communications committee.

Section 2. Standing Committees.

  1. College Awareness and Preparation
  2. Conference
  3. Credentials
  4. District Seminars
  5. Education and Ethics
  6. Finance
  7. Government Relations
  8. High School Counselor Professional Development
  9. Illinois College Fair
  10. Inclusion, Access and Success
  11. Media Communications
  12. Membership
  13. Mentorship
  14. Middle Management Institute
  15. National College Fair
  16. New Counselor Institute
  17. Nominating
  18. Professional Development Grants
  19. Professional Connections
  20. Scholarship
  21. Special Interest Groups
  22. Summer Tours
  23. Transfer Advisory

Section 3. Committee Membership.

Except as otherwise specifically provided in these By-Laws, the President shall appoint committee chairpersons and such appointments shall be subject to the approval of the Executive Board. Each committee chairperson, except as otherwise specifically provided in these By-Laws, shall appoint the members of their committee from the membership of IACAC.

 

ARTICLE VIII. Finance.

Section 1. Fiscal Year.

The fiscal year of IACAC shall be from June 1 to May 31.

Section 2. Dues.

Annual dues shall be determined by the Executive Board with the approval of the membership. Dues may vary between and within different categories of members. Participation in IACAC is dependent upon the payment of dues. Dues shall cover the membership year. Dues may be prorated by action of the Executive Board.

Section 3. Fiscal Policy.

The Fiscal Policy outlines financial operations, authorized expenses, and the overall financial goals and responsibilities of the IACAC Executive Board. This document is updated regularly and is approved by the Executive Board.

Section 4. Dissolution.

Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized exclusively for such purposes.

Section 5. Budget.

The Executive Board shall submit a budget to the membership for approval at the Annual Membership meeting.

 

ARTICLE IX. Indemnification.

Each person who is or was a director, officer or employee of IACAC, and each person who serves or served at the request of IACAC as a director or officer of another corporation, shall be indemnified by IACAC in accordance with, and to the fullest extent authorized by, the Illinois General Not-For-Profit Corporation Act as it may be in effect from time to time. Such right of indemnification shall not be deemed exclusive of any other right to which those indemnified may be entitled or other indemnification which IACAC may provide.

 

 

ARTICLE X. Code of Ethics.

IACAC subscribes to the Guide to Ethical Practice in College Admission (GEPCA) of NACAC.

 

 

ARTICLE XI. Amendments.

These By-Laws may be amended at the annual or any general membership meeting of IACAC by a vote of three-fourths of the voting members who cast ballots, provided that notice of any proposed amendment has been sent to each voting member at least two weeks prior to the date of said meeting.

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