ASSOCIATION FOR GERONTOLOGY IN HIGHER EDUCATION (AGHE)
A UNIT OF THE GERONTOLOGICAL SOCIETY OF AMERICA
BY-LAWS

Article I. Name and Purpose

Section 1. Name

The name of this organization shall be the Association for Gerontology in Higher Education, hereafter in these By-laws referred to as the "Association," a unit of the Gerontological Society of America, hereafter in these By-laws referred to as the "Society."

Section 2. Purpose

The purpose of the Association shall be to increase commitment of and foster the development of higher education in the field of aging through education, research, and public service.

Article II. Membership

Section 1. General Membership

Accredited institutions of higher education with a demonstrated interest in initiating, developing, expanding, and improving education, research, and training programs in gerontology and geriatrics shall be eligible for membership. Institutions of higher education may hold no more than one membership. There are five categories of General Membership:

(a) Universities;
(b) Professional Schools;
(c) Four-Year Colleges;
(d) Two-Year Colleges; and
(e) Educational Affiliates.

The educational affiliate category is available only to accredited academic institutions, with gerontological/ geriatric educators and/or course offerings in aging, but without a formal gerontological or geriatric program. [A formal program is defined as: (a) one offering a degree, certificate, concentration, specialization, emphasis, or minor in gerontology or (b) one identified as a research and/or clinical training center in gerontology/geriatrics.]

Consortia, which have been members of the Association prior to March 1, 1986, shall retain their general membership status.

Section 2. Other Affiliate Memberships

There are two categories of Other Affiliate Memberships: Organizational Affiliates and Sustaining Affiliates.

(a) Organizational Affiliate Members. Organizations with an interest in education, research, and training programs in gerontology/geriatrics, other than institutions of higher education, may be eligible for membership as non-voting Organizational Affiliates.

(b) Sustaining Affiliate Members. Institutions or organizations interested in supporting the development of gerontology/geriatrics in higher education may be eligible for membership as non-voting Sustaining Affiliates or as voting Sustaining Affiliates if they meet the criteria for general membership institutions as stated in Article II, Section 1.

Section 3. Election to Membership

An eligible institution or organization may apply for membership by written application to the Association. The application shall be referred to the Chairperson of the Membership Committee. A simple majority of the Membership Review Committee, which consists of the Membership Chairperson and two members of the Membership Committee designated by the Chairperson, must pass upon the application. A final decision regarding membership shall rest with the Executive Committee. An application form submitted from an organization applying for Other Affiliate Membership (i.e., Organizational and non-voting Sustaining Affiliates) must be supplemented by letters of endorsement from two current member institutions of the Association.

Section 4. Representation

Each Association member in good standing shall designate a representative to the Association, an individual it employs to represent it at meetings of the Association and to receive notices from the Association. Representatives from the General Membership category in Section 1 of this Article, hereafter referred to as "institutional representatives" in these By-laws, have voting privileges.

Section 5. Suspension

An Association member may be suspended for a period or expelled for cause such as violation of any of the By-laws. Suspension or expulsion shall be by a two-thirds (2/3) vote of the membership upon recommendation by the Executive Committee. A statement of the charges shall be sent by registered mail to the last recorded address of the representative of that member at least 30 days prior to the meeting of the Association at which final action is to be taken. The representative shall have an opportunity to present a defense at the time and place mentioned in such notice.

Article III. Dues

Section 1. Annual Dues

Periodically the Finance Committee shall review the amount of annual dues payable to the Association by its members and make recommendations for changes to the Executive Committee. The recommendations shall be subject to ratification by a two-thirds (2/3) vote of the members of the Executive Committee before being implemented.

Section 2. Payment of Dues

Dues shall be payable on the first day of July each year.

Section 3. Termination of Membership

When any member fails to pay its dues for a period of four months from the due date, it shall be notified of its delinquent status. Termination of membership shall occur if payment is not received prior to the last day of December of the year in question. Former members wishing reinstatement within the current year shall so notify the Chairperson of the Membership Committee by letter. Former members wishing to be reinstated after the end of the current fiscal year shall reapply in the manner provided in Article II, Section 4.

Article IV. Elected Officers and Members-at-Large

Section 1. Number and Eligibility

Elected members of the Executive Committee shall include the officers and five Members-at-Large. The officers of this Association shall be a President, either a President-Elect or an Immediate Past-President, a Treasurer, and a Secretary. At any one time there shall be either a President-Elect or an Immediate Past President on the Executive Committee, but not both. To be eligible to serve as an elected member of the Executive Committee, an individual must be employed by an Association member in good standing and be a member of the Society.

Section 2. Duties of Officers

All officers shall assume their offices on July 1 of the year in which they are elected. The duties and powers of the officers of the Association shall be as follows:

(a) President. The President shall be elected each odd-numbered year and shall preside at meetings of the Association and of the Executive Committee and shall be a member, ex officio, of all committees except the Nominations Committee. The person shall serve as President-Elect during the year of election, as President for two years, and as Immediate Past-President the year after his/her presidential term is completed. The President shall keep the Executive Committee and membership informed about the ongoing activities of the Association. The President shall make suggestions, which in his/her opinion, tend to promote the prosperity and welfare and increase the usefulness of the Association. The President shall be a cosigner for/authorizer of large disbursement vouchers of the Association. The President shall represent the Association as a voting member of the Council and Executive Committee of the Society. The President shall work closely with the Association's staff and the Society's Executive Director to perform other duties that may be necessary on behalf of the Association. The President shall appoint chairpersons of the Association's committees and task forces and facilitate the orientation of the President-Elect with regard to the Association's activities and his/her future role as President. In the case of death or absence of the President or his/her inability from any cause to act, either the President-Elect or the Immediate Past-President shall carry out the duties of President.

(b) President-Elect. The President-Elect shall serve as the Chairperson of the Nominations Committee, the committee responsible for identifying candidates for the annual election of the Association. The President-Elect shall assist the President as necessary in matters relating to the prosperity and welfare of the Association and shall represent the Association as a voting member of the Council of the Society. In the event that the President is absent or unable to represent the Association as a voting member of the Executive Committee of the Society, the President-Elect shall serve in his/her place. The President-Elect shall automatically become President at the conclusion of his/her year as President-Elect (July 1 of that year).

(c) Immediate Past-President. The Immediate Past-President shall serve as an official member of the Executive Committee for a one-year term, immediately following his/her term as President. During this term of office, he/she shall serve as Chairperson of the Nominations Committee, the committee responsible for identifying candidates for the annual election of the Association. The Immediate Past-President shall assist the President as necessary in matters relating to the prosperity and welfare of the Association and shall represent the Association as a voting member of the Council of the Society. In the event that the President is absent or unable to represent the Association as a voting member of the Executive Committee of the Society, the Immediate Past-President shall serve in his/her place.

(d) Treasurer. The Treasurer shall be elected in the odd numbered years (in alternate years to the Secretary) to serve a two-year term. The Treasurer shall be responsible for: (a) facilitating the preparation and ensuring the accuracy of an annual report of the financial transactions and conditions of the Association; (b) ensuring that a record is kept of monies received by and expended on behalf of the Association; (c) reporting the financial status of the Association at the annual business meeting, at meetings of the Executive Committee, and to the Society's Finance Committee; (d) working with the Association's Director and the Society's accountants regarding the finances of the Association; (e) serving as Chairperson of the Finance Committee of the Association, and (f) serving as a voting member of the Society's Finance Committee. The Treasurer shall be a cosigner for/authorizer of large disbursement vouchers of the Association. The Treasurer also shall represent the Association as a non-voting member of the Council of the Society. In the event that the President-Elect or Immediate Past-President is unable to represent the Association as a voting member of the Executive Committee of the Society (in the absence of the President), the Treasurer shall serve in his/her place.

(e) Secretary. The Secretary shall be elected in the even numbered years to serve a two-year term. The Secretary is responsible for: (a) ensuring the documentation (e.g., minutes, records) and accuracy of the activities of the Association and of the Executive Committee; (b) ensuring that an accurate and appropriate listing of the member institutions of the Association is prepared and updated as needed; (c) ensuring that proper notice is given of all meetings of the Association and of the Executive Committee; and (d) assisting Association staff with election results. The Secretary shall ensure that the Executive Committee conducts business according to its By-laws and uses appropriate "Roberts Rules of Order." He/she shall chair ad hoc committees or task forces related to the Association's By-laws and their amendments. The Secretary may serve as chair of a support committee at the discretion of the President. In the event that the Treasurer is absent or unable to represent the Association as a non-voting member of the Council of the Society, the Secretary shall serve in his/her place.

Section 3. Duties of Members-at-Large

The five Members-at-Large shall serve staggered two-year terms with two elected in the odd numbered years and three elected in the even numbered years. Members-at-Large shall serve as voting members of the Executive Committee and as Chairpersons of one or more of the Association's committees. In the capacity of chairperson, they shall facilitate their respective committee's (s') setting an annual agenda/goals and its productivity regarding quality outcomes and services. Additionally, they shall serve as members of one or more of the following committees: Finance; Long-Range Planning; Personnel; Committee on Committees; and/or annual meeting Site Selection.

Section 4. Method of Election

A Nominations Committee shall present to the member institutions of record in the Association an annual slate of candidates for office.

(a) Composition of Committee. The Nominations Committee shall consist of the Chair, who is either the President-Elect or the Immediate Past-President, and two to four additional members. Committee members must be employed by Association members in good standing and be members of the Society.
(b) Slate of Candidates and Time Schedule. In odd-numbered years, the slate of candidates shall include at least two nominees for each of the following positions: President-Elect, Treasurer, and two Members-at-Large. In even numbered years, the slate shall include at least two nominees for Secretary and two nominees each for the three Members-at-Large. Nominations, in addition to those proposed by the Nominations Committee, must be proposed by at least 10% of the Association's members and submitted to the Nominations Committee at least 45 days in advance of the annual business meeting held during the Association's annual educational leadership conference.

The final ballot shall be prepared by the Nominations Committee, in conjunction with the Association's staff, and distributed to all institutional representatives of member institutions at least 30 days in advance of the annual business meeting held during the Association's annual educational leadership conference. Ballots must be postmarked and returned at least seven days prior to the Association's annual educational leadership conference. The Secretary and the Association's staff have responsibility for tallying ballots.

In the event of a tie vote among candidates for any elective position, the elected members of the Executive Committee shall decide the winner by casting secret ballots prior to the scheduled announcement of election results. The Nominations Committee Chair, in advance of the Association's annual educational leadership conference, shall notify candidates of the election results. Announcement of elected candidates shall be made at the annual business meeting of the Association.

Article V. Executive Committee

Section 1. Composition of the Executive Committee

The Executive Committee shall include the elected officers (i.e., President, President-Elect or Immediate Past-President, Treasurer, and Secretary), the five elected Members-at-Large, and members appointed by the President, including a student representative. Appointed members of the Executive Committee serve renewable one-year terms at the discretion of the President. All members of the Executive Committee must be employed by Association members and be members of the Society. The elected and appointed members shall constitute the voting membership of the Executive Committee unless stated otherwise in these Bylaws. If, after election or appointment, a member of the Executive Committee is no longer employed by an Association member, that individual becomes a non-voting member of the Committee. At all times, there shall be more elected than appointed members on the Executive Committee.

The President shall appoint the Chairs of standing and support committees of the Association from members of the Executive Committee unless otherwise stated in these By-laws. The Executive Director if the Society also shall serve as an ex officio member of the Executive Committee and as a voting member of the Association's Personnel Committee.

Designee appointments to the Executive Committee (e.g., Program Chair Designee, Local Arrangements Chair Designee, and Student Representative Designee) shall be non-voting members of the Executive Committee. The President may invite an older adult with expert knowledge and/or experience related to the activities of one or more of the Association's committees or the theme of the upcoming annual leadership conference to participate in aspects of an Executive Committee meeting; this person is not a voting member of the Executive Committee.

Section 2. Duties of the Executive Committee

The Executive Committee shall: (a) hold meetings at such times and places as deemed proper; (b) report to the Association the admission of new members and the termination or suspension of members; (c) recommend the amount of membership dues; (d) promote and carry out activities related to the educational mission of the Association and the Society; (e) conduct fund-raising activities for the Association; (f) manage and disburse the funds of the Association; (g) print and circulate documents and publish articles; (h) conduct correspondence and communicate with other organizations; (i) designate agents (e.g., consultants, contractors); (j) design and implement such other measures as it deems proper and expedient to promote the objectives of the Association and to best protect the interests and welfare of the membership; and (k) carry out the directives of the membership. Additionally, Executive Committee members, chairing committees of the Association, shall serve and represent the Association as voting members of those same committees of the Society.

Section 3. Meetings of the Executive Committee

Meetings of the Executive Committee shall be held periodically at such times and places as mutually agreed upon by the members. Notice of meetings shall be mailed to the last recorded address of each Executive Committee member at least 10 days before the date of the meeting. Meetings of selected members of the Executive Committee may be held at the discretion of the President to advance the work of the Association in an efficient and expeditious manner provided that all members of the Executive Committee are given notice of such meetings at least 10 days in advance and are permitted to attend any such meetings at their own expense. The President may, if necessary, issue a call for a special meeting of the Executive Committee and only five days notice shall be required for such special meetings.

Section 4. Quorum

A simple majority of the voting members of the Executive Committee or members selected for a meeting shall constitute a quorum for the transaction of business. In the absence of the President and the President-Elect or Immediate Past-President, the quorum present may select another officer or Member-at-Large to preside over the meeting.

Section 5. Absence

Should any member of the Executive Committee be absent from two (2) consecutive meetings of the Executive Committee, the member shall state an acceptable reason for the absence. If this information is not provided or is found to be unacceptable, the President may declare this member's seat on the Executive Committee vacant and may proceed to fill the vacancy in accordance with Article V, Section 6.

Section 6. Vacancies

Whenever a vacancy occurs from among elected members of the Executive Committee as a result of death, resignation, or other cause, the position shall be filled without undue delay by a simple majority vote of the remaining elected members of the Executive Committee. The election shall be held via secret ballot within 60 days after the occurrence of the vacancy. The person elected shall hold office until the next regularly scheduled election. The President shall fill vacancies occurring among appointed Executive Committee members and among the committee chairs.

Section 7. Removal of Members of the Executive Committee

Any elected member of the Executive Committee may be removed for cause at any time by a vote of two-thirds (2/3) of the designated institutional representatives of the member institutions present at any special meeting of the Association called for that purpose. Any appointed member of the Executive Committee may be removed for cause at the discretion of the President. Vacancies so created shall be filled in accordance with Article V, Section 6.

Article VI. Committees and Task Forces

Section 1. Committees and Task Forces

The activities of the Association shall be organized around and take place through its committees and task forces.

(a) Standing Committees.

The standing committees of the Association shall be those directly related to its mission, long-term health and success, and day-to-day operations. The standing committees shall be Advancement, Annual Meeting Program, Committee on Committees, Finance, Long-Range Planning, Membership, Nominations, Personnel, Program Development, Public Policy, and Publications. Except where the appointment of chairpersons is already stipulated in these By-laws, the President shall appoint the chairpersons of these committees from elected officers, Members-at-Large, and appointments to the Executive Committee. In making these appointments, the President shall maintain the required stipulation of more elected than appointed members of the Executive Committee. Chairpersons must be employed by Association members at the time of their appointment and be members of the Society to be eligible to serve in this capacity. The term of appointment shall be for one (1) year although a chairperson may serve for two or more consecutive terms at the discretion of the President.

(b) Support Committees.

The support committees of the Association shall be those that enhance and support the mission of the Association. Examples of support committees include the Annual Meeting Local Arrangements, Annual Meeting Site Selection, Awards, Faculty Development, Fellow Selection, Geriatric Education, and Past-Presidents. Unless otherwise stated in these By-laws, the President shall appoint the chairpersons of support committees from elected officers, Members-at-Large, and appointments to the Executive Committee. Chairpersons must be employed by Association members and be members of the Society to be eligible to serve in this capacity. The term of appointment shall be for one (1) year although a chairperson may serve for two or more consecutive terms at the discretion of the President. The chairperson of the Past-Presidents' Committee shall be appointed from active members of this committee.

(c) Ad Hoc Committees and Task Forces.

The President may appoint ad hoc committees and task forces as appropriate to the mission and needs of the Association. Ad hoc committees, by intent, shall be tightly focused and time-limited to one year or less. Task forces shall be created to focus on substantive issues or initiatives that transcend the purview of standing and support committees and shall be time-limited to three years or less although they are renewable upon recommendation of the Executive Committee. The President shall appoint the chairpersons of ad hoc committees unless stated otherwise in these By-laws; their terms of appointment shall be at the discretion of the President. Ad hoc committee and task force chairpersons may be invited to report to and/or participate in some aspects of Executive Committee meetings, but they shall not be voting members of the Executive Committee unless otherwise stated in these By-laws.

(d) Sub-Committees.

One sub-committee chair, the Editor of the AGHExchange, a sub-committee of the Publications Committee, shall serve on and be a official member of the Executive Committee. The President shall appoint the Editor of the AGHExchange; the term of appointment shall be a for one (1) year although the Editor may serve for two or more consecutive terms at the discretion of the President. Sub-committee chairs from other standing committees may be invited to report to and/or participate in some aspects of the Executive Committee meetings, but are not voting members of the Executive Committee.

Section 2. Membership of Committees and Task Forces

The Committee on Committees, chaired by the President, shall determine membership on the Association's committees. The President also shall appoint members to ad hoc committees, task forces, and sub-committees in conjunction with the respective chairs. Membership on the Annual Meeting Site Selection, Committee on Committees, Finance, Long-Range Planning, and Personnel shall be limited to Executive Committee members. Membership terms are for one year; however, the President may appoint members to consecutive terms at his/her discretion.

Section 3. Representation on Committees of the Society

In instances where the Association and the Society have the same committees, the chairpersons of the Association's committees shall serve as voting members of the Society's committees to keep the Society updated on the Association's activities and represent the Association's interests related to the goals and activities of the respective committees. The President shall appoint four members and one (1) student member to the Society's Research, Education, and Practice (REP) Committee. Two members shall be appointed each year; each shall serve a two-year term. The student member shall be appointed in the even numbered years to serve a two-year term. The President shall appoint members to other committees of the Society as needed.

Article VII. Meetings

Section 1. Annual Meetings

The Association shall hold an annual educational leadership conference and an annual business meeting at a time and location determined by the Executive Committee. The purpose of the annual educational leadership conference shall be to further the Association's mission by providing formal and informal opportunities for educating and learning about aging related to a particular theme for each respective meeting.

The annual business meeting shall be held during the annual educational leadership conference. It shall be for the purposes of receiving reports of the officers and duly appointed committees and for the transaction of other business of the Association.

A written notice of the time and place of these meetings shall be mailed to each representative of Association members at least 30 days prior to the meetings. Attendance at the annual business meetings is open. Institutional representatives, alternative institutional representatives, or officially designated proxies may represent voting member institutions at these meetings.

Section 2. Special Meetings

Special meetings of the Association may be called by the Executive Committee at its discretion or upon written request of at least one-third (1/3) of the institutional representatives of voting member institutions. The Secretary shall give written notice of the time, place, and purpose of a special meeting to each representative of Association members at least 30 days prior to the meeting.

Section 3. Quorum

A quorum is necessary to conduct business at an Association's meeting. A quorum shall consist of the presence, in person or by official proxy, of 25 percent of the designated institutional representatives of voting member institutions.

Section 4. Voting

In official meetings of the Association, each member institution in the General Membership category is entitled to one vote. The member institution's designated institutional representative, an alternate institutional representative, or an officially designated proxy shall represent the institution at the Association's official meetings and cast votes with official voting cards. Other Affiliate Members do not have voting privileges except for those Sustaining Affiliate Members, who meet the criteria for General Membership as stated in Article II, Section 1. Unless otherwise specified in the By-laws, matters shall be decided at official meetings by a simple majority vote of the quorum as specified in Article VII, Section 4 above.

Section 5. Proxy

Institutional representatives of member institutions of the Association, entitled to vote at official meetings, may vote by proxy. An institutional representative from a member institution may designate as proxy an individual from his/her own institution or an institutional representative from another member institution. Such designation of a proxy shall be in writing and must include the name of the proxy, the valid period of time for a proxy vote, and whether the proxy shall vote the preference of the institutional representative or is free to vote his/her own preferences. This designation shall be on institutional letterhead and signed by the institutional representative.

Article VIII. Amendments

These By-laws may be amended, repealed, or altered in whole or in part by a two-thirds (2/3) vote at any duly scheduled meeting of the Association. Proposals for By-laws amendments shall be initiated upon the recommendation of the Executive Committee or by submission of a specific written proposal for change endorsed in written form by a minimum of 10% of the designated institutional representatives of member institutions in good standing. Such proposals must be submitted 30 days in advance of a stated business meeting or special meeting.

Amended 3/'81, 6/'83, 2/'84. 2/'85, 3/'86, 3/'87, 3/'90, 2/'95, 1/'99, 6/02, 12/02, 6/04, 5/06, 11/06