AMENDED AND RESTATED BYLAWS OF THE NATIONAL ASSOCIATION OF COLLEGES AND EMPLOYERS (NACE)

ARTICLE I

Legal Organization

1.01 Name. The name of this not-for-profit corporation shall be the National Association of Colleges and Employers, hereinafter sometimes referred to as “NACE” or the “Association”.

1.02 Purpose. The purpose of NACE shall be as set out in the Articles of Incorporation, as amended, the current Strategic Plan and below.

a. To qualify and operate as a nonprofit corporation under the Pennsylvania Nonprofit Corporation Law of 1988, as it may be amended from time to time (“Nonprofit Corporation Law”), or the corresponding provisions of any successor statute; and

b. To qualify and operate as a tax-exempt organization under Section 501(c)(4) of the Internal Revenue Code of 1986, as it may be amended from time to time, or the corresponding provisions of any successor statute (the “Code”).

1.03 Location. NACE is incorporated in the state of Pennsylvania and is governed by the Nonprofit Corporation Law.

1.04 Restrictions. All policies and activities of NACE shall be consistent with:

a. Applicable federal, state and local antitrust and trade regulation laws

b. Applicable tax-exemption requirements including that no part of NACE’s net earnings inure to the benefit of any private individual.

c. Other legal requirements including the Nonprofit Corporation Law under which NACE is incorporated and to which its operations are subject.

ARTICLE II

Membership

2.01 Membership Qualification. Membership in NACE is extended to organizations or individuals who have a professional interest in the employment of the college educated.

2.02 Membership Categories. There are individual and tiered categories of membership, each with rights and obligations as may be from time to time further specified by the NACE Board of Directors. Tiers and related fees are based on the number of individuals designated to receive member benefits.

2.03 Emeritus Membership. Individuals who (a) have a minimum of ten (10) years of membership in NACE, (b) are no longer employed by a NACE member, and (c) have served on the NACE Board, were inducted into the Academy of Fellows, and/or were recipients of the Kaufmann Award, are eligible for Emeritus Membership.

2.04 Censure, Suspension and Expulsion. The Board of Directors may, by affirmative vote of two- thirds (2/3) of the Board of Directors, censure, suspend or expel a member for cause after an appropriate hearing, conducted in accordance with procedures adopted by the Board of Directors. All rights, privileges and interest of Association membership shall cease upon termination of membership. Such termination shall not relieve the member of its obligations for dues, fees, assessments, or other charges accrued and unpaid. The Board may, by a majority vote of the Board of Directors present at a meeting at which a quorum is present, terminate the membership of any member who becomes ineligible for membership.

2.05 Reinstatement. Upon written request signed by a former member and filed with the Board Chair, the Board of Directors may, by affirmative vote of two-thirds (2/3) of the Board of Directors present at a meeting at which a quorum is present, reinstate a former member to membership upon such terms as the Board of Directors may deem appropriate.

2.06 Transfer of Membership. Membership and benefits within a tier membership category can be reassigned from one existing staff member to another within the same organization.

ARTICLE III

Dues

3.01 Dues. The annual dues for each category of members of the Association shall be as determined by the Board of Directors from time to time.

3.02 Special Assessments. Special assessments may be levied by affirmative vote of two-thirds (2/3) of the Board of Directors.

3.03 Termination for Failure to Pay Dues. Any member who shall be in default for thirty (30) days or more in the payment of dues, fees or assessments from the due date shall be notified by the Association, and, if payment is not made within the next succeeding thirty (30) days, shall be deemed to have resigned from membership. Without further notice and without a hearing, the member shall be dropped from the rolls and forfeit all rights and privileges of membership. The Board of Directors may, however, delegate authority to create procedures for extending the time for payment and continuation of membership privileges upon request of a member and for good cause shown.

ARTICLE IV

Governing Body

4.01 The governing body of NACE shall be the Board of Directors, also referred to as the “NACE Board” or the “Board.”

4.02 The Board of Directors shall exercise all powers of NACE as shall be deemed appropriate to the accomplishment of the stated purposes of NACE, as set forth in NACE’s Articles of Incorporation, as amended, and as stated in NACE’s Strategic Plan, as amended.

4.03 The Executive Committee shall be responsible to the Board of Directors for all actions and the Board of Directors, in all cases, shall be responsible for the ultimate direction of NACE. The NACE Board shall empower the Executive Committee to act on behalf of the Board in dealing with matters that require immediate action between regular meetings of the Board of Directors, as necessary.

ARTICLE V

Board of Directors

5.01 Composition. The NACE Board of Directors shall consist of at least six (6) but no more than eleven (11) expertise-focused directors, as well as the five (5) individuals elected as officers of NACE pursuant to Section 6.01 of these Bylaws, who, shall also serve as a director of the Board; the Board should have equal representation from college and employing organizations. The five (5) individuals serving as both officers and directors shall not count toward the required minimum and maximum number of expertise-focused directors provided for in this Section.

5.02 Term of Office. Each director will serve a term of two (2) years as a director, beginning and ending at the annual meeting of the Board of Directors, except for the individuals serving as Chair, Chair-Elect, and Past-Chair, who will serve a term of three (3) years as a director. Individuals serving as both an officer and director shall serve their terms as officer and director concurrently. For the avoidance of doubt, the individual elected as Chair-Elect will serve the first year of their term as director concurrently with the same year such individual serves as Chair-Elect, the second year of their term as director concurrently with the same year such individual serves as Chair, and the third year of their term as director concurrently with the same year such individual serves as Past-Chair.

5.03 Vacancies. A director’s position vacated for any reason shall be filled by the Board Chair with the approval of the NACE Board.

5.04 Notice. Written notice of all meetings of the Board shall be given to all Board members at least 10 business days before the date of the meeting.

5.05 Meetings. There shall be at least one annual meeting of the NACE Board. Additional meetings of the Board may be called by the Chair, the Secretary, the Treasurer, or by a majority of the members of the Board. The Board may conduct business through teleconference sessions and email communications so long as the Nonprofit Corporation Law and guidelines in the NACE Volunteer Policy and Procedures Manual are followed.

5.06 Absence. Any member of the Board who is unable to attend a meeting shall notify the Chair of such member’s reason for absence. If a director is absent from two (2) consecutive meetings for reasons which the remaining Board determines insufficient, such member’s resignation shall be deemed to be rendered and accepted, and such member shall be so notified.

5.07 Quorum. A quorum of the NACE Board shall be two-thirds (2/3) of the voting membership of the Board.

5.08 Action. Actions of the NACE Board require a majority vote of the quorum of the Board.

5.09 Vote. Each director shall be entitled to one vote, except for those directors designated herein as non-voting members of the Board. Members from individual membership categories are ineligible to serve on the Board of Directors.

5.10 Nominations. Nominations for directors shall be drawn from the current NACE organizational membership. Individuals from individual membership categories are ineligible to serve on the Board of Directors.

5.11 Elections. The Board will approve a single slate of officers and directors proposed by the Sourcing and Nomination Committee.

5.12 Removal. The Board of Directors may remove a director or officer with or without cause by the affirmative vote of two-thirds (2/3) of the Board of Directors at a meeting at which a quorum is present, provided written notice of the meeting is delivered to all such Board members at least thirty (30) days before the meeting stating that a purpose of the meeting is to vote on removal of the named director(s).

5.13 Consent in Lieu of Meeting. Any action which is required or permitted to be taken at a meeting of the Board, or any committee thereof, may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. The resolution and written consents thereto by the members of the Board or such committee shall be filed with the Secretary of NACE.

5.14 Teleconference Meeting. Any Director may participate in a meeting of the Board or any committee thereof by means of a telephone conference, virtual platform, or similar communications equipment by which all persons may actively engage in the meeting.

5.15 Duty of Care. A Director of NACE shall stand in a fiduciary relation to the Nonprofit Corporation and shall perform such Director’s duties as director, including such Director’s duties as a member of any committee of the Board upon which such Director may serve, in good faith, in a manner such Director reasonably believes to be in the best interest of NACE, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing such Director's duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:

a. One or more officers of the Nonprofit Corporation whom the Director reasonably believes to be reliable and competent in the matters presented.

b. Counsel, public accountants, or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person.

c. A committee of the board upon which such Director does not serve, duly designated in accordance with law, as to matters, within its designated authority, which the Director reasonably believes to merit confidence.

d. A Director shall not be considered to be acting in good faith if such Director has knowledge concerning the matter in question that would cause such Director’s reliance to be unwarranted.

ARTICLE VI

Officers

6.01 Officers. The elected officers of NACE are Chair, Chair-Elect, Vice Chair-College, Vice Chair- Employer, and Past-Chair. In addition to the elected officer positions, the Chief Executive Officer shall serve as the President, the Second Year Vice Chair (defined below) shall serve as the Board Treasurer, and the Past-Chair shall serve as the Board Secretary.

6.02 Nominations. Nominations for elected officers shall be drawn from the current or previous NACE Boards of Directors.

6.03 Elections. The Chair, Vice Chair-College, and Vice Chair-Employer will be vetted and proposed by the Sourcing and Nomination Committee and approved by the Board. Elections for the Vice Chair positions shall be held in alternating years so that only one Vice Chair will be elected each year.

6.04 Term of Office. Term of office shall be as follows:

a. The individual elected to serve as Chair-Elect will serve as an officer for a three (3) year term, the first year as Chair-Elect, the second year as Chair, and the third year as Past- Chair. The service shall be automatic without further election.

b. Each Vice Chair will serve a two (2) year term, which shall be staggered so that each Vice Chair position begins its term in alternating years. The newly elected Vice Chair (regardless of whether this is the Vice Chair-College or Vice Chair-Employer) shall also be known as the “First Year Vice Chair” and the existing Vice Chair who is entering the second year of their term shall also be known as the “Second Year Vice Chair”.

c. Terms for officers will begin and end at the annual meeting of the Board of Directors.

6.05 Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the NACE Policy and Procedures Manual descriptions for each officer and those adopted by the Board from time to time. In addition, the Past- Chair acts in place of the Chair when the Chair is not available.

6.06 Vacancies. If a vacancy occurs among the officers, the Chair shall be responsible for filling the position for the unexpired portion of the term with the approval of the Board. If a vacancy occurs for the position of Chair and such vacancy occurs within the last three (3) months of the Chair’s term, the Chair- Elect will fill in as Chair until the expiration of the current Chair’s term and then serve as the new Chair for one year in accordance with Section 5.02. If a vacancy occurs for the position of Chair and such vacancy occurs prior to the last three (3) months of the Chair’s term, the Past-Chair will fill in as Chair until the expiration of the current Chair’s term, after which the Chair-Elect will be elevated to the position of Chair and begin serving as the new Chair for one year in accordance with Section 5.02. If the Past- Chair position is vacant, the position shall remain vacant, and the Board Chair shall appoint a current officer or previous Board Chair to serve as the Chair of the Sourcing and Nomination Committee. If the Chair-Elect position is vacant, a new individual will be nominated by the Sourcing and Nomination Committee and approved by the Board in accordance with Section 6.03.

6.07 Chief Executive Officer. The Chief Executive Officer (sometimes referred to herein as “CEO”), shall be employed by NACE and supervised by the Board and be directly responsible to the Chair. The CEO shall manage and direct all activities of NACE, subject to the policies of the Board directed through the office of the Chair. The CEO shall serve as a non-voting member of the Board (and does not count towards a Board quorum), the Executive Committee, and the Finance and Audit Committee.

ARTICLE VII

Committees

7.01 Executive Committee. The Executive Committee shall consist of the six (6) officers of the Board and the CEO. The Executive Committee shall monitor compensation, benefits, and personnel policies for the staff; identify strategic issues to bring to the Board; advise staff on day-to-day issues; establish the agenda for Board meetings; map out how the Board’s nonprofit mission should be conducted; and organize the activity of other committees. The Executive Committee is authorized to invest, expend, borrow, and enter contractual arrangements in accordance with the approved budget. The Chief Executive Officer will consult with the Executive Committee regarding problems needing rapid resolution.

7.02 Sourcing and Nomination Committee. The Sourcing and Nomination Committee shall consist of the Past-Chair who serves as Chair; two (2) NACE members who are serving or have previously served on the NACE Board of Directors; and up to three (3) NACE members at large. Appointees of this committee shall reflect the diversity of the membership and the association's commitment to diversity as a core value. Appointments will be for one year with no member serving on the committee more than a total of two times, except for anyone elected to the Board Chair, who may serve up to three times. The Sourcing and Nomination Committee shall implement the sourcing, nominations and elections procedures as outlined in the NACE Policy and Procedures Manual.

7.03 Finance and Audit Committee. The Finance and Audit Committee shall consist of at least five voting members of the Board, including the Second Year Vice Chair (the Second Year Vice Chair is also the Treasurer in accordance with Section 6.01), who shall serve as the Committee Chair, the Chair- Elect, the First Year Vice Chair, and at least two (2) other Board members. The Chief Executive Officer/President and the Past-Chair/Secretary shall serve as non-voting members of the committee. The Finance and Audit Committee shall oversee the NACE financial policies, the annual operating and capital budgets, the review of financial reports, the annual audit and NACE investment strategies as outlined in the NACE Policy and Procedures Manual.

7.04 Other Committees. The Board may create other committees to which it may delegate various functions. The Board shall issue to the committee a specific charge with a definition of the committee’s authority. The Board will ensure the appointment of committees for the governance of NACE including, but not limited to, the Executive Committee.

ARTICLE VIII

General Provisions

8.01 Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the Association to enter 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.

8.02 Checks, Drafts, Etc. 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 Board of Directors may select. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer(s) or agent(s) of the Association and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

8.03 Fiscal Year. The fiscal year of the Association shall be as determined by the Board of Directors.

8.04 Delivery of Notice. Any notice required to be given by statute, the Articles of Incorporation, or these Bylaws, shall be deemed to be delivered by the following methods: personal delivery by mail, by facsimile, electronically or by overnight mail.

8.05 Waiver of Notice. A written waiver of any notice required to be given by statute, the Articles of Incorporation, or these Bylaws, signed by the person(s) entitled to such notice whether before or after the time stated, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the holding of the meeting because proper notice was not given.

8.06 Audit. The accounts of the Association shall be audited on an annual basis by an independent auditor approved by the Board of Directors.

8.07 Bonding. The Board of Directors may require any officer, director, employee, or agent of the Association, to furnish at the expense of the Association, a fidelity bond, in such a sum as the Board shall prescribe.

8.08 Writing. Actions required to be “written” or “in writing,” or to have written consent of members, directors, or committee members shall include any communication in the Articles of Incorporation or by policy or procedure of the full Board of Directors transmitted or received by electronic means (including email) or by any other technology permitted by law. A requirement for a signature shall be satisfied by any means recognized by law, e.g., electronic signature, unless prohibited by policy or procedure of the Board of Directors.

8.09 Policies. The Board shall adopt policies dealing with whistleblower protection, document retention and destruction and any other policies deemed appropriate or necessary.

ARTICLE IX

Transaction of Nonprofit Business

9.01 Action Requiring Unanimous Approval. NACE shall make no purchase of real property, sell, mortgage, lease or otherwise dispose of real property or substantially all its assets or enter into a merger or dissolution unless authorized by a quorum vote of the Board of Directors.

9.02 Incidental Income. Whenever the lawful activities of NACE involve, among other things, the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of NACE, and in no case shall be divided or distributed in any manner whatsoever among the directors or officers of NACE.

ARTICLE X

Liability, Indemnification and Insurance

10.01 Limitation of Liability. No director, officer, employee, or agent of the Association acting in such person’s official capacity shall be liable for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, officer, employee, or agent except to the extent dictated by law.

10.02 Indemnification. The Association shall indemnify and hold harmless to the full extent required by law any person or entity who is or was acting in such person’s official capacity as a director or officer or agent and may otherwise indemnify and hold harmless to the full extent permitted by law any person or entity who is or was acting in his or her official capacity as a director or officer or agent.

10.03 Procedure. Unless ordered by a court, any indemnification under Section 10.02 or otherwise permitted by law shall be made by the Association only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because they have met the applicable standard of conduct set forth under that section. Such determination shall be made:

a. by the Board by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding; or

b. if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

10.04 Advancement of Expenses. The Association shall advance expenses incurred by an officer or Director who may be eligible for indemnification pursuant to this Article in defending a proceeding unless such proceeding is brought against the person by or in the right of the Association, and may advance such expenses in any case in which it decides indemnification may be appropriate, in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Association.

10.05 Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director of the Association and shall inure to the benefit of the heirs, executors, and administrators of such person.

10.06 Other Rights. This Article shall not be exclusive of any other right which the Association may have to indemnify any person as a matter of law.

10.07 Insurance. The Association may purchase and maintain insurance on behalf of any person to the extent permitted by law, regardless of whether the Association would have the power to indemnify such person against such liability under the provisions of this Article X.

ARTICLE XI

Amendment of Bylaws

11.01 Amendment. The power to alter, amend, or repeal the Bylaws or adopt new bylaws shall be vested in the Board of Directors. Such action may be taken by a two-thirds (2/3) majority vote of the Board of Directors at a regular or special meeting for which written notice of the purpose shall have been given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with law or the Articles of Incorporation.

ARTICLE XII

Dissolution

12.01 Dissolution. Upon dissolution or other termination of the Association, no part of the property of the Association or any of the proceeds shall be distributed to or inure to the benefit of any of the members of the Board of Directors or the officers of the Association, but all such property and proceeds, subject to the discharge of valid obligations of the Association and to the applicable provisions of the Pennsylvania Nonprofit Corporation Law of 1988, shall be distributed as directed by the Board of Directors to and among, in the following order of preference: (a) first, to any organization(s) providing similar services within the geographical region served by the Association and which is organized and operated for exempt purposes similar to those of the Association; (b) second, to any organization(s) providing similar services anywhere in the United States and which is organized and operated for exempt purposes similar to those of the Association; (c) if no such organizations exist, or are not then qualified distributees, or are unwilling or unable to accept the distribution, then the property and proceeds shall be distributed to a nonprofit organization chosen by the Board of Directors; provided, however, that any such recipient or recipients under (a), (b), or (c) hereof shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Code or any corresponding future provision of the Code. Any such property and proceeds not disposed of in the foregoing manner shall be distributed first, to the federal government, or to a state or local government, for public purposes, and second, if any property or proceeds remain to be disposed of, said property or proceeds shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, that are organized and operated exclusively for exempt purposes.

ARTICLE XIII

Books and Records

14.01 Maintenance of Records. The Association shall keep electronic copies of the proceedings of the directors, Articles of Incorporation, Bylaws, and a register of names of the members of the Board of Directors and showing their respective addresses. The Association shall also keep appropriate, complete, and accurate books or records of accounts.

Approved July 2023