New England Educational Opportunity Association
Constitution and By-Laws
Approved by the Board of Directors on February 20, 1976
Revised March 28, 1985
Amended April 1, 1993
Amended April 9, 1997
Amended April 3, 2000
Amended April 15, 2004
Amended April 11, 2013
Article I. Name
The name of the organization shall be the New England Educational
Opportunity Association, Inc., hereafter referred to as NEOA or The
Article II. Purpose
The mission of NEOA is to advocate for access to and success in
postsecondary education for low income individuals, first generation
college students and college students with disabilities and to develop the
skills and knowledge of educational opportunity professionals working
with this population.
To achieve this mission, educational opportunity program personnel and
others committed to advancing educational opportunity come together in a
work and study community:
- to further the expansion of educational opportunity programs,
- to provide professional development opportunities for educational opportunity program personnel,
- to make the policies and practices of colleges and universities more responsive to the needs of low income students,
- to further communication and cooperation amongst educational opportunity programs and personnel,
- to further public awareness of the needs of low income students aspiring to pursue or enroll in post secondary education,
- to form coalitions with organizations and individuals who have an interest in advancing educational opportunity, and
- to engage in other activities which strengthen the organization and advance our mission.
Article III. Membership
Section 1: Types of Membership
Membership in the Association shall be of four (4) types: (1) Active
Professional, (2) Affiliate, (3) State Affiliate, (4) Honorary.
Section 2: Active Professional Membership
a) Active Professional Membership shall be limited to those persons actively engaged in the administration or general operation, inclusive of instructional staff, of educational opportunity programs located in the states of Massachusetts, Rhode Island, Connecticut, Maine, Vermont, and New Hampshire. Persons qualifying for active Professional Membership should spend a significant and continuing portion of their full-time professional activities involved in the concerns of the students referred to in Article II.
b) Each Active Professional Member is entitled to one vote and is eligible to hold office as delineated in Article V, Section 3 of these bylaws.
Section 3: Affiliate Membership
a) Affiliate Membership shall generally be those who support the purpose and objectives of The Association, as herein expressed, but not qualify under the membership categories of Article III, Section 2, or who would rather make their contributions in less visible or demanding roles.
b) Each Affiliate Member may have voice, but not vote in meetings of The Association and is not eligible to hold office.
Section 4: State Affiliate
The six associations representing educational opportunity programs in the New England states shall participate as State Affiliates, to wit: Connecticut Association of Educational Opportunity Personnel (CAEOP), Massachusetts Educational Opportunity Association (MEOA), Maine Educational Opportunity Association (MEEOA), New Hampshire Educational Opportunity Association (NHEOA), Rhode Island Educational Opportunity Association (RIEOA), and Vermont Educational Opportunity Programs (VEOP). Each State Affiliate shall have a vote on the Board of Directors, cast by its president.
Section 5: Honorary Membership
a) Honorary Membership is open to any appropriate business, industry, foundation, organization, or individual who provides general support, including retired NEOA members.
b) Honorary Members are designated as such by The Association’s Board of Directors and receive recognition as may be deemed appropriate by the Board.
c) Honorary Members are entitled to voice but not vote in meetings of The Association.
Section 6: Dues
a) Annual Association dues for members and State Affiliates shall be established by the action of the Board of Directors on an annual basis.
b) All members and State Affiliates (with the exception of Honorary Members) must pay dues annually to the Association in order to exercise the rights and privileges of membership as described above.
Article IV. Officers and State Liaisons
Section 1: Officers
The Officers of the Association shall be: President, Past President, President Elect, Vice President, Secretary and Treasurer. All Officers will be elected in accordance with these bylaws during the annual meeting/convention of The Association’s Delegate Assembly.
Section 2: Tenure
All elected Officers’ terms will be one year and Officers with the exception of the President and President Elect may serve no more than two terms uninterrupted. The President Elect office will be limited to one year, after which the President Elect will automatically succeed the President and serve that office for no more than one year.
Section 3: Election
a) At least four months prior to the Delegate Assembly, the President shall appoint a Nominations and Election Committee, chaired by the immediate past President and comprised of not less than three members. This committee will solicit nominations through a direct paper or electronic mailing to the active membership and put forth a slate of candidates for election as
officers, and shall notify the membership of those candidates at least thirty
days prior to the Assembly. Other candidates may be nominated in
writing at the Delegate Assembly. The chairperson of the Nominations
and Election Committee must receive in writing a nominating form
(available at the Assembly) with the name of the nominee and the office to
which s/he has been nominated and said form must be signed by at least
three active members of the Association.
b) Officers are elected by the eligible Association members and installed
at the Delegate Assembly. All elected officers will assume their term
starting September 1 of the current year.
The election of officers will be accomplished through voting, either by
absentee ballot (submitted to the Chairperson of the Nominations and
Election Committee and postmarked at least ten days prior to the Delegate
Assembly) or at the Delegate Assembly or, when necessary, through electronic means.
Section 4: Duties of the Officers
a) The President shall be the chief elected officer of the Association, and
shall preside at all general meetings of the Delegate Assembly. The
President will be the chairperson of the Board of Directors and shall, with
the advice and consent of the Board, appoint all chairpersons of standing
and ad hoc committees. The President will be ex-officio member of all
committees. The President shall in no way be employed by the
b) The President Elect shall serve with the same powers as the President
in the event that the President becomes incapacitated or resigns. The
President may designate the President Elect as an ex-officio representative
on any committees. The President Elect shall serve as a member of the
c) The Vice President shall serve with the same powers as the President
Elect in the event the President Elect becomes incapacitated or resigns.
The primary duty of the Vice President will be to serve as organizer and
chairperson of the annual NEOA conference. The President may
designate the Vice President as an ex-officio representative on any
d) The Past President shall pass on to the incoming President, in a timely
fashion, all documents and property of The Association to facilitate the
smooth transition to the new Board. The Past President shall be available
to advise the President and shall serve as chairperson of the Nominating
e) The Secretary shall have both recording and corresponding
responsibilities. It shall also be the responsibility of the Secretary to
incorporate quarterly reports of the Treasurer into the official records of
The Association. The Secretary will submit all required legal reports to the State of Massachusetts Secretary of State's office. In the event the Secretary is not a resident of Massachusetts, the NEOA Board or designated subcommittee will appoint a Resident Agent who is a member of the Board and a resident of Massachusetts to fulfill such reporting duties in partnership with the Secretary.
f) The Treasurer shall be responsible for the receipt and expenditures of all funds in
accordance with fiscal policies established by the Board of Directors. The Treasurer shall
maintain appropriate and adequate financial records and shall be prepared at any time, at
the direction of the Board, to surrender such records and monies to the Board or the
succeeding Treasurer. The Treasurer will submit quarterly reports to the Association,
submit an audited report at the annual meeting, and shall be under such bond as may be
determined by the Board of Directors. The Treasurer shall serve on the Finance
g) The State Association Presidents shall be full members of the Association Board of
Directors and shall represent the interests of the members of their respective State
h) The State Liaisons shall be full members of the Association Board of Directors and
shall be elected by and represent the interests of the NEOA members in their respective
Section 5: Vacancies
Vacancies, unless otherwise provided for in this Constitution and Bylaws,
will be filled as approved by a vote of the Board which, if necessary, may be by electronic means.
Section 6: Impeachment
a) The Board of Directors shall have the power to remove an officer.
Removal of an officer may be effected, when in the best interest of The
Association, by a three-fourths vote of the full Board of Directors.
b) Before final action may be taken with respect to the removal of an
officer, the affected officer must be notified in writing of the vote and
advised of the reasons for the action in a written statement of particulars.
The officer shall have until the next meeting of the Board, but in no case
than sixty (60) days, to effect remedial actions or otherwise bring himself
or herself in compliance with the purposes, bylaws, or best interest of The
c) At its first meeting held at least sixty days after a notice to remove, the
Board of Directors shall hear from the officer being removed, the reasons
he or she wishes not to be removed. A three-fourths vote of the full Board
of Directors shall be necessary to approve a motion to remove an officer.
Article V. The Board of Directors
The Board of Directors is comprised of the officers elected by the
Delegate Assembly; six State Association Presidents; and six State
Liaisons, one from each state, elected at the Delegate Assembly by The
Association members from each respective state; and standing and
ad-hoc committee chairpersons appointed by the President with consent
of the elected Board members.
Section 2: Meeting Times
The Board may be called into regular sessions by the President. There
must be a minimum of five days notice to all current Board members.
Meetings may be called on a shorter notice (special sessions) by the
President or any three members of the Board. Meetings of the Board of
Directors will be held five times per year or as otherwise determined by
the full Board.
Section 3: Voting Eligibility
a) Each member of the Board of Directors is entitled to one vote, with the
1) In the case of a standing committee that has co-chairpersons,
the President and Board of Directors will designate one of the cochairpersons as the voting member.
2) Chairpersons of ad-hoc committees are non-voting members of the Board of Directors.
b) The quorum for regular meetings and the Board’s special sessions will
be a majority of its voting membership.
Article VI. The Delegate Assembly
Section 1: Authority
The Delegate Assembly consists of the assembled membership of The
Association. The supreme authority of The Association shall be the
Section 2: Time and Place of Meeting
The Delegate Assembly shall meet annually at a time and place fixed by
the Board of Directors. Written notices must be mailed to the addresses
of record of all members at least thirty (30) days before the meeting is
held or sent electronically to the NEOA member listserv to which members are subscribed.
Section 3: Membership and Voting Eligibility
a) All categories of the Association membership are allowed to participate
in Delegate Assembly meetings as stipulated in Article III of these bylaws.
b) The Membership and Credentials Committee will certify and designate
eligible voting members for each meeting of the Delegate Assembly.
c) A quorum shall be a simple majority of those registered to vote at a
meeting of the Delegate Assembly called by the Board of Directors.
Article VII. Committees
Section 1: Standing Committees
The Association shall have the following standing committees. The
chairperson of each shall be established as per the provisions of Article
IV, section 4a of this Constitution. Each standing committee chairperson
shall submit to the Board of Directors for approval a list of proposed
a) Membership and Credentials:
It shall be the responsibility of the Membership and Credentials
Committee to actively promote membership in the Association and to
generally determine membership class and eligibility for purposes of
participation in the Association’s activities. The Membership and
Credentials Committee shall, for each Association meeting, certify to the
Board of Directors the names of eligible voters and shall also be
responsible for monitoring and tallying votes when necessary.
b) Legislation & Education:
The Legislation and Advocacy Committee shall specifically
address itself to the Association’s goals and objectives listed in Article II, including regional support and coordination of state advocacy efforts.
c) Public Relations:
The Public Relations Committee shall address itself specifically to
Association objectives delineated in Article II. It shall have the
responsibility for public relations activities, including the association newsletter, and shall in other appropriate
ways encourage scholarly efforts toward publications related to and
supportive of Association philosophy and goals.
d) Finance Committee
The Finance Committee shall be responsible for monitoring all fiscal
matters pertinent to The Association’s activities. The Treasurer and the
President Elect shall be members of this committee along with two
additional persons appointed by the President with the consent of the
Board of Directors.
e) Conference Committee:
The Conference Committee shall be responsible for organizing the Annual
NEOA Conference and shall address itself specifically to Association
objectives delineated in Article II. The Vice President shall serve as
chairperson of this committee.
f) TRIO Day Committee:
The TRIO Day Committee shall be responsible for organizing the Annual
NEOA TRIO Day Program, specifically addressing the Association’s
objectives as outlined in Article II.
g) Professional Development Committee:
The Professional Development Committee shall be responsible for
organizing activities to address the professional development needs of the
membership, specifically addressing the Association’s objectives as
outlined in Article II.
h) Nominating Committee
The Nominating Committee shall be responsible for ensuring a slate of
candidates for the annual election. The Past President shall serve as
chairperson of this committee.
Section 2: Ad-Hoc Committees
Task-oriented ad-hoc committees may be established from time to time as
the President and Board of Directors see fit. Such committees shall
operate within the purposes and objectives of the Association, shall be
specifically charged, and automatically dismissed upon completion of
their task. Each ad-hoc committee chairperson shall submit to the Board
of Directors for approval a list of proposed committee membership. The
chairperson shall participate as a non-voting member of the Board of
Section 3: Reports
Each committee shall make an annual written report of its activities and
status to the Board of Directors at least fifteen days prior to the date of the
annual meeting, and shall report at any time, as well as in writing at each board meeting, as requested to do so by the
Board of Directors.
Article VIII. Rule of Order
Section 1: Robert’s Rules of Order Newly Revised, 11th Edition
by Henry M. Robert, III, Sarah Corbin Robert, William J. Evans, Daniel H. Honemann, Thomas J. Balch, Shmuel Gerber, Daniel E. Seabold, Da Capo Press, 2011 shall
be the parliamentary authority for all proceedings of the Association
unless otherwise specified in the bylaws.
The President shall appoint a parliamentarian for all meetings of the
Article IX. Indemnification
The Association hereby indemnifies each member of its Board of
Directors, as described in Article V hereof, and each of its officers, as
described in Article VII hereof, for the defense of civil or criminal actions
or proceedings as hereinafter provided and, notwithstanding any
provisions in these bylaws, in a manner and to the extent permitted by
The Association hereby indemnifies each of its directors and officers, as
aforesaid, from and against any and all judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorney’s fees, actually
and necessarily incurred or imposed upon or asserted against him or her by
reason of being or having been such a director or officer and acting within
the scope of his or her official duties, but only when the determination
shall have been made judicially that he or she reasonably believe to be in
the best interests of the Association and, in the case of a criminal action or
proceeding, in addition, had no reasonable cause to believe that his or her
conduct was unlawful. All determinations as to the foregoing by the
Board of Directors shall be in the reliance upon the advice of independent
legal counsel on questions involved.
Every reference herein to a member of the Board of Directors or officer of
the Association shall include every director and officer thereof or former
director and officer thereof. This indemnification shall apply to all
judgments, fines, amounts in settlement, and reasonable expenses
described above whenever arising, allowable as stated. The right of
indemnification herein provided shall be in addition to any and all rights to
which any trustee or officer of the Association might otherwise be entitled
and the provisions hereof shall neither impair nor adversely affect such
Article X. Limitation on Activities
The Association is organized and shall be operated exclusively for
charitable and educational purposes within the meaning of Sections 170
(c) (2) (b), 501(c) (3), 2055 (A) (2), and 2522 (a) (2) of the Internal
Revenue Code. No part of the net earnings of the Association shall
inure to the benefit of or be distributable to its directors, officers, other
private individuals, or organizations organized and operated for a profit
(except that the Association shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes as hereinafter stated). No
substantial part of the activities of The Association shall be the carrying on
of propaganda or otherwise attempting to influence legislation, and the
Association shall be empowered to make the election authorized under
Section 501(h) of the Internal Revenue Code. The Association shall not
participate in or intervene in (including the publishing or distribution of
statements) any political campaign on behalf or in opposition to any
candidate for public office. Notwithstanding any other provision herein,
the Association shall not carry on any activities not permitted to be carried
a) an organization exempt from federal income taxation under Section
501 (a) of the Internal Revenue Code as an organization described in
Section 501 (c) (3) of such code;
b) an organization described in Section 509 (a) (1), (2) or (3) of the
Internal Revenue Code as the case may be;
c) an organization, contributions to which are deductible under Sections
170 (c) (2), or 2552 (a) (2) of the Internal Revenue Code.
Article XI. Dissolution of Final Liquidation
On dissolution or final liquidation of the Association, the Board of
Directors of the Association shall (after paying or making provisions to
pay all debts, obligations, and liabilities) make adequate provisions to
transfer, convey, or distribute all remaining assets of the Association to
one or more of the following categories of recipients, as determined by the
Board of Directors upon a majority vote;
a) a nonprofit organization or organizations, which may have been
created to succeed the Association, as long as such organizations or each
of such organizations shall then qualify as an organization exempt from
federal income taxation under Section 501 (a) of such Code as an
organization described in Section 170 (c) (2) and 501 (c) (3) of such Code;
b) a nonprofit organization or organizations having similar aims and
objectives as the Association and which may be selected as an appropriate
recipient of such assets, as long as such organizations or each of such
organizations shall then qualify as an organization exempt from federal
income taxation under Section 501 (a) of such Code as an organization
described in Sections 170 (c) (2) and 501 (c) (3) of such Code.
Article XII. References
References herein to sections of the Internal Revenue Code, as amended,
are to provisions of such Code as those provisions are now enacted or to
corresponding provisions of any future United States Internal Revenue
Article XIII. Amending Procedures
Proposals to amend these bylaws may be initiated by the Board of
Directors, unanimous recommendation of a standing committee, or any
one member qualifying for membership under Article III, Sections 2 and
3. If a proposal to amend is initiated by an individual member, it shall be
accompanied by a petition signed by at least 15% of the active
membership. Six (6) copies of a proposed amendment will be certified to
the Secretary at least forty-five (45) days before action is expected. The
Secretary shall make such certified proposed amendments available to all
members at least thirty (30) days either by paper or electronic mailing before expected action and no vote shall
be taken until at least thirty (30) days after copies have been made
available to the total membership of record.
The bylaws may be amended by: 1. a duly called meeting of the Delegate
Assembly, and 2. by mail. In the first instance, a two-thirds (2/3)
affirmative vote of all eligible members in attendance is required. In the
event of a mail vote, a two-thirds (2/3) affirmative vote of all ballots
returned is required. Ballots must be mailed within 30 days of postmark
of the initial ballot.
Article XIV. Affirmative Action
The Board of Directors will act in all matters according to the most current
affirmative action policy adopted by the Board.
The Association will recruit, appoint, promote and compensate without
regard to that individual's sex, race, color, religion, age, disability, status as a veteran, or national or ethnic origin; nor does NEOA discriminate on the basis of sexual orientation or gender identity or expression.