- The Executive Committee, whose Members are hereinafter referred to as Directors, shall be composed of the following:
- The officers of the Association as specified in Article II, section (1).
- Three At-Large Representatives shall be elected with staggered three-year terms. They will represent the membership as well as be members of the Executive Commitee subcommittees.
- The Executive Committee, excluding those Directors who are officers or past officers of the Association, shall at its first meeting be divided into three (3) classes, and the Members of each class of Directors shall be elected for a term of three (3) years each until their successors are elected and qualified, provided, however, that the three (3) classes of Directors elected to the initial Executive Committee shall be elected to terms of one (1), two (2), and three (3) years respectively. Thereafter, the successors of the class of Directors whose terms expire at that meeting shall be elected at the Annual Conference of the Members. Effort shall be made to maintain geographical distribution as well as a balance of gender, race and faith tradition on the Executive Committee at all times.
- The National Campus Ministry Association, Association for the Coordination of University Religious Affairs, and such other similar groups, may be invited to send one representative to the Executive Committee after approval by the Association’s Executive Committee with due attention to reciprocal relationships. Such Members will have their expenses paid by their respective organizations.
- A Director may resign at any time upon delivery of written notice to the Secretary. Any such resignation shall be irrevocable upon delivery of such notice.
- The Executive Committee shall have powers to engage in whatever activities are deemed necessary within the limits set by the purposes and financial resources of the Association; to perform the duties assigned to it by the Annual Conferences of the Association; to conduct the business of the Association between Annual Conferences; to appoint and advise committees as they are needed; to bond the Treasurer of the Association and appoint annually an Auditing Committee; and to fill by appointment any unexpired terms of Directors or officers.
- If all the Directors unanimously consent in writing to any action taken or to be taken by the Association, the action shall be valid as though it had been authorized at a meeting of the Executive Committee. Such written consents shall be filed in the minute book of the Association.
- Unless otherwise required by law, the quorum necessary for the transaction of business shall consist of a majority of the Directors in office immediately before the meeting begins. A Director may participate in a meeting of the Executive Committee by means of a conference telephone call or other means of communication enabling all participating Directors to simultaneously hear one another and such participation shall constitute presence in person.
- Unless otherwise provided by law, the vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Executive Committee. As set forth in Article III, section (2)(b) above, any action required or permitted to be taken by the Executive Committee may be taken without a meeting if all Directors consent in writing thereto.
- The Executive Committee may appoint such agents and attorneys, with such powers and to perform such acts and duties on behalf of the Association, as the Executive Committee may determine.
- The Executive Committee shall have the power to add to the active voting Membership of the Association no more than four Lifetime Members per year from among the Association Membership.
- Invitations to attend area and national conferences of the Association may be extended by the Executive Committee to such persons engaged in the work of religion in higher education, as are recommended by the Members of the Association.
- A Program Committee for each national conference shall be appointed by the Executive Committee and chaired by the Conference Coordinator elected to plan that specific conference.
- A Committee on Publications shall be appointed by the Executive Committee. It shall normally have a nucleus within a limited geographical area with corresponding Members in other sections of the country.
- Such other committees shall be created as the Executive Committee may deem necessary to carry out the functions of the Association.
- A Committee shall have such functions and may exercise such power of the Executive Committee as may be delegated lawfully and as provided in the resolution creating such a Committee, provided, however, that the creation of such Committee shall not operate to relieve the Executive Committee, any Director, or any officer, of any responsibility imposed on such persons by law. No Committee shall have any power to:
- Fill vacancies on the Executive Committee
- Elect any officers of the Association
- Amend the Certificate of Incorporation
- Adopt, amend or repeal the Bylaws
- Approve a plan of merger, approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of the Association, other than in the usual and regular course of affairs of the Association
- Approve a proposal to dissolve the Association.
- Vacancies on Committees shall be filled by the Executive Committee.