Membership Criteria / By Laws

Article I.  Principal Office and Registered Agent

1. Principle Office. The principal office of the Association of Public and Land-grant Universities, a nonprofit corporation incorporated under the laws of the District of Columbia (hereinafter the “Association”), shall be in the District of Columbia.
    
2. Other Offices. The Association may have such other office or offices at such suitable place or places within or without the District of Columbia as may be designated from time to time by the Association’s Board of Directors.
    
3. Registered Office and Agent. The Association shall have and continuously maintain a registered office in the District of Columbia and the Association’s President shall appoint and continuously maintain in service a registered agent who shall be an individual resident of the District of Columbia or a corporation, whether for profit or not for profit.

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Article II.  Purposes and Activities

1. Purpose. The Association is organized and is to be operated exclusively for charitable and educational purposes within the meaning of Sections 501(c)(3) and 170(c)(2)(B) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law). The purposes of the Association are as set forth in the Articles of Incorporation.
    
2. Use of Net Earnings. No part of the net earnings of the Association shall inure to the benefit of or be distributed to the members of its Board of Directors, officers, members, any private individuals, or any organizations organized and operating for profit, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its purposes as set forth in Article II, hereof.
    
3. Limitations on Activities. No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation.  The Association shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any provision in these Bylaws or in the Association’s Articles of incorporation, the Association shall not carry on any activities not permitted to be carried on:
   
   1. By an organization exempt from federal income tax under Section 501(a) of the Internal Revenue Code of 1986 as an organization described in section 501(c)(3) of such Code (or the corresponding provisions of any future United States internal revenue law),
       
   2. By an organization described in Sections 509(a)(1), (2), or (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law), and
       
   3. By an organization described in Sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law).

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Article III.  Membership

1. Eligibility for Membership. The Association shall have one class of members, unless otherwise determined by the Board of Directors. Members shall not have the right to vote, except as part of their membership on Association Boards, Commissions, Committees and Councils described in this document.
   
   1. All members of the Association shall consist of institutions of higher education, each of which qualifies under Section 115(a) of the Internal Revenue Code of 1986, or is exempt from Federal income taxation under Section 501(a) of such Codes as an organization described in Section 501(c)(3) of such Code, and is an organization described in Section 509(a)(1), (2), or (3) of such Codes (or the corresponding provisions of any future United States internal revenue law), and which meet the following additional criteria described in Article III.
       
   2. The criteria described in Article III apply to universities, university systems, and higher education-related organizations within the United States and its Territories, Canada, and Mexico.  Higher education institutions and organizations within countries other than the U.S. and its Territories, Canada, and Mexico are not eligible for APLU membership at this time.
       
2. Institution Membership: United States and its Territories
   1. Automatic Membership. Accredited universities that meet at least one of the following three criteria are qualified for APLU membership without formal action by the APLU Board of Directors.
      
      1. Institution is a Land-Grant institution (1862, 1890, 1994)
          
      2. A public institution classified by the most recent edition of the Carnegie Classification of Instructional Programs in one of the two Basic Classifications for doctoral universities that represent the two highest levels of research activity. (Source: http://carnegieclassifications.iu.edu/)
          
      3. Institution is a current APLU member in good standing.
          
   2. Discretionary Membership. Accredited public institutions that do not qualify for Automatic Membership as outlined in Section I may qualify for membership under the Discretionary Membership criteria.  Institutions that satisfy the thresholds for the four discretionary criteria in this section may be considered for membership and must be approved by the Board of Directors. The Board of Directors maintains the right to admit a university that does not meet the thresholds for the discretionary criteria in order to sustain and advance membership of public research and land-grant universities.
      
      1. Research Activity.  To satisfy the research activity criterion, institutions must exceed either the threshold for total research expenditures or the threshold for research intensity. (Source: National Science Foundation (NSF) Higher Education Research and Development Survey, Total Academic R&D Expenditures, 3 year average and Integrated Postsecondary Data System (IPEDS) Human Resources survey, 3 year average)
         1. Total Research Expenditures.  Greater than $35 million in total R&D expenditures.
             
         2. Research Intensity.  Greater than $25 thousand in total R&D expenditures per faculty fulltime equivalency (FTE).
             
      2. Breadth of Doctoral Programs and Research Focus.  To satisfy the criteria, an institution must be included within the selected Carnegie Basic Classifications and Graduate Instructional Program Classifications specified below. The selected classifications represent an institution with significant research focus and a range of doctoral programs. (Sources: Basic Carnegie Classification and Carnegie Classification of Instructional Programs, Graduate Instructional Programshttp://carnegieclassifications.iu.edu/)
         
         1. Basic Carnegie Classifications
            
            • Doctoral Institutions
               
            • Special Focus Institutions within the following sub-categories:
              
              o   Medical Schools & Centers
              o   Other Health Professions Schools
              o   Engineering Schools
              o   Other Technology-Related Schools
              o   Business & Management Schools
               
         2. Graduate Instructional Program Classifications
            
            • Research Doctoral: Comprehensive programs, with medical/veterinary school
               
            • Research Doctoral: Comprehensive programs, no medical/veterinary school
               
            • Research Doctoral: Humanities/social sciences-dominant
               
            • Research Doctoral: STEM-dominant
               
            • Research Doctoral: Professional-dominant
               
      3. Student Enrollment. To satisfy the student enrollment criterion, institutions must have an average annual, unduplicated student headcount of 10,000 students. (Integrated Postsecondary Data System (IPEDS) annual unduplicated student headcount, 3 year average)
          
      4. Community Engagement. To meet the community engagement criterion, institutions must demonstrate a substantial and sustained engagement as outlined by the 2000 Kellogg Commission report Returning to our Roots. 
          
3. Institution Membership: Canada and Mexico. Applications by universities within Canada and Mexico will be reviewed on an individual basis by the Board of Directors considering comparability with the criteria for U.S. institutions outlined in Section B within their national contexts. 
    
4. System Membership: United States and its Territories. State university systems within the U.S. or its Territories with one or more of their institution members in good standing as a member of APLU automatically are eligible for membership in APLU as system members.  APLU system membership allows system staff to participate in appropriate APLU activities.  System membership does not convey APLU membership to each institution member within the system.  Institutions that are part of a system must meet the individual institution criteria for APLU membership.
    
5. Organization Affiliate Membership: Canada, Mexico, and the United States and its Territories. Tax exempt organization with substantial responsibility in learning, discovery, and engagement may be considered for membership in APLU as organizations with participation in selected APLU councils and commissions.  These applications will be reviewed individually by the Board of Directors with the membership and participation decisions based on the Board’s judgment of the extent to which the organization has substantial, constructive impact nationally and internationally on learning, discovery, and engagement at APLU member universities and systems.
    
6. Membership Guidelines and Information Sources
   1. All current APLU members that maintain their financial obligations to APLU will remain APLU members under the criteria and any subsequent revisions. If an institution, system, or organization withdraws or fails to remain in good standing, the institution, system, or organization will become subject to the standards outlined by the most current membership criteria approved by the Board of Directors.
      
      1. Revocation or Termination of Membership. Any member of the Association may have such membership revoked or terminated by the affirmative vote of two-thirds of a quorum of the Board of Directors, whenever in the Board of Directors’ judgment it is in the best interest of the Association. 
          
      2. Reinstatement. Any member of the Association, the membership of which has been revoked or terminated under Article III G2, hereof, may be reinstated to membership by action of the Board of Directors as long as the institution, system, or organization meets the appropriate criteria within Article III.
          
   2. The most recent edition of the Carnegie Classification of Instructional programs will be used within the APLU membership criteria for institutions in the U.S. and its Territories unless a revision of the classification contains substantial changes that render them obsolete or unless otherwise instructed through a formal action of the Board of Directors. Research expenditure thresholds for institutional members will continue to be reviewed for their effectiveness and adjusted as appropriate.

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Article IV.  Meetings of Members

1. Annual Meeting. An annual meeting of the membership of the Association shall be held at a time, day and place decided by the President, for the purpose of transacting any and all business that may be brought before the meeting.
    
2. Notice of Meeting. Written or printed notice, stating the time, day, and place of the annual meeting, shall be delivered to all members not less than ten (10) days prior to the date of the meeting.

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Article V.  Operating Rules and Structure

The general structure of the Association shall be as set forth in Articles VI through X below.  However, because of the complexity of the Association’s structure and operating procedures, the Board of Directors is hereby authorized to create a document to be known as the Association’s Rules of Organization and Structure, which shall set forth in more detail the structure of the Association and composition of its sub-organizations. The Association’s Rules of Organization and Structure may be amended at any general or special meeting of the Board of Directors by resolution of a majority vote of a quorum present.

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Article VI.  Board of Directors

1. Powers and Duties. The Board of Directors shall have all the powers and authority necessary to carry out the purposes and functions of the Association and all of the powers to perform all of the duties commonly incident to and vested in the Board of Directors of a corporation.  No unit of the Association other than the Board of Directors or President (as appropriate) is authorized to take action in the name of the Association on broad policy or legislative matters.
    
2. Selection of Members, Qualifications, and Terms. The Board of Directors of the Association shall be composed of the following positions. Except for executive officers of the Board of Directors and the Chair of the Council of Presidents, no individual may serve for more than three consecutive years in the same position on the Board of Directors.
   
   1. Executive Officers include the Chair of the Board, the Chair-elect of the Board, the immediate Past Chair of the Board, the Chair of the Council of Presidents, and the Secretary of the Council of Presidents. Individuals are elected by the Board of Directors as the Secretary of the Council of Presidents and then serve consecutive one year terms as Chair of the Council of Presidents, Chair-elect of the Board, Chair of the Board, and immediate Past Chair of the Board.  
       
   2. Seven Members at Large, each elected by the Board of Directors for a three-year term from among the chief executive officers of APLU member institutions or member systems. 
       
   3. One Council Representative elected by each of the Councils (other than the Council of Presidents) for no more than a three-year term.
       
   4. One Commission Representative elected by each of the Commissions for no more than a three-year term.
       
   5. The qualifications of Council or Commission Representative shall be as set forth in the Association’s Rules of Organization and Structure.
       
   6. Additional positions may be approved by the Board of Directors when deemed necessary for the effective execution of Board duties and functions.  
       
   7. In general, the Association will seek not to have more than one representative from the same member institution on the Board of Directors.
       
3. Nomination of Chair, Chair-Elect, and other Positions:  A candidate for board consideration for Chair and Chair-Elect shall be nominated by a nominating committee.
   
   1. Nomination Committee. That committee will consist of such members as selected by the Executive Committee.  The Association President shall make such recommendations for membership on the nominating committee as appropriate.  The nominating committee shall also nominate candidates for the Chair of the Council of Presidents and the Secretary of the Council of Presidents for board consideration.  The nominating committee shall also make recommendations for other vacancies on the board which are to be filled by the Board of Directors.
       
   2. Terms of Office. A candidate for Chair shall become Chair of the Board at the annual meeting following his/her election as Chair-Elect, unless that person is no longer President/Chancellor of a member institution. The individuals elected to these positions shall assume office at the close of the meeting in which he/she is elected and shall serve until the following annual meeting of the Association. 
       
4. Meetings.  A regular annual meeting of the Board of Directors shall be held at least once each year.  Other special meetings may be held on call by the Chair or by written request of a majority of the members of the Board of Directors.
    
5. Notice. Written or printed notice, stating the time, day, and place of each meeting, shall be delivered to each member of the Board of Directors at least ten (10) days prior to the day of each meeting.
    
6. Quorum and Voting.  A majority of the Board members then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that in no event shall a quorum consist of less than one-third of the Directors.  Except as otherwise expressly required by law, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of the Board members present at any meeting of the Board of Directors at which a quorum is present shall be the action of the Board of Directors.  Each Board member shall have one vote. Voting by proxy is not allowed.
    
7. Written Consent.  Action taken by the Board of Directors without a meeting is nevertheless Board of Directors action if written consent to the action in question is signed by all of the Directors and filed with the minutes of the proceedings of the Board of Directors, whether done before or after the action so taken.
    
8. Resignation. Any Board member may resign at any time by giving written notice to the President of the Association.  Vacancies on the board shall be filled in accordance with paragraph B above as soon as practical.
    
9. Removal. Any Board member may be removed from office by a majority vote of the Board of Directors at any regular or special meeting of the Board of Directors at which a quorum is present, for (1) violation of these Bylaws or (2) engaging in any other conduct prejudicial to the best interests of the Association.  The Board member involved shall be provided ten days’ notice of the charges against him or her and an opportunity to respond in person or in writing as the Board of Directors may determine. In these regards, the Board of Directors shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of the Association.
    
10. Executive Committee. There shall be an Executive Committee of the Board of Directors of the Association.
    
    1. Membership.  The Executive Committee shall be composed of the Board of Director’s Chair, Chair-Elect and immediate Past-Chair, the Chair of the Council of Presidents, and the Secretary of the Council of Presidents.  The Chair of the Board of Directors shall serve as Chair of the Executive Committee. 
        
    2. Responsibilities.  The Executive Committee will meet from time to time to provide advice to the President of the Association between Board meetings of the Association, act on behalf of the Board as required between full Board meetings, provide oversight as appropriate to the President, and provide leadership to the periodic reviews of the President.  Such meetings can be and are often expected to be by phone.  Such board meetings are expected to take place in the ordinary course of affairs between regularly scheduled board meetings.
        
    3. Meetings.  The Executive Committee shall meet at the request of the Chair, the President of the Association, or a majority of the members.  Meeting notices generally shall be delivered to members at least ten (10) days prior to the convening of a meeting, but this provision may be waived by all members of the Committee to accommodate discussion of situations of a compelling nature.

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Article VII.  Association Officers

1. Enumeration of Association Officers.  The officers of the Association shall consist of Association President, a Secretary, a Treasurer as well as the Chair of the Board of Directors, the Chair-Elect, and the immediate Past Chair, and may include such other officers as may be deemed necessary.
    
2. Officeholder Combinations.  Any two or more offices of the Association may be held by the same person, except the offices of President and Secretary.
    
3. Terms of Office.  The officers of the Association shall be elected by the Board of Directors as described below and shall be installed at the annual meeting at which they are elected.  Officers shall hold office for one year or until their respective successors shall have been duly elected and qualified.
    
4. Duties of the Chair of the Association.  The Chair shall serve as the chair of the Board of Directors and shall have all powers and shall perform all duties commonly incident to and vested in the office of chairman of a corporation.  The Chair shall also preside at the general meetings of the Association and the Executive Committee.
    
5. Duties of the Chair-Elect.  The Chair-Elect shall serve as a member of the Board of Directors of the Association and shall become familiar with the work of the Association.
    
6. Duties of the Past Chair.  The immediate Past Chair shall serve as a member of the Board of Directors.
    
7. Duties of the President.  The President of the Association shall be employed on an annual basis for full-time service by the Board of Directors.  The President shall perform such duties as the Board of Directors may direct, and shall also administer the national headquarters of the Association, which shall be in Washington, D.C.
    
8. Duties of the Secretary.  The Secretary of the Association shall have all powers and shall perform all duties commonly incident to and vested in the office of secretary of a corporation, including attending all meetings of the Board of Directors, being responsible for keeping the books and preparing the annual reports of the Association, and distributing true minutes of the proceedings of all such meetings.
    
9. Duties of the Treasurer.  The Treasurer of the Association shall have all powers and shall perform all duties commonly incident to and vested in the office of treasurer of a corporation, including collecting dues, dispensing funds, and having the accounts of the Association audited annually.
    
10. Resignation.  Any officer may resign at any time by giving written notice to the President of the Association.  Vacancies for any officer position shall be filled in accordance with this Article VII as above as soon as practical.
     
11. Removal.  Any officer may be removed by the Board of Directors at any regular or special meeting of the Board of Directors at which a quorum is present, whenever in its judgment the best interests of the Association would be served thereby.  The President may be removed as specified in his or her employment contract.  The duties of the President shall be assumed by the Chair or as otherwise determined by the board in the event of a vacancy in the position of the presidency.  The vacancy shall be filled as soon as practical.
     
12. Compensation.  The Association may pay compensation in reasonable amounts to officers for services rendered, such amounts to be determined by a majority of the entire Board of Directors.

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Article VIII.  Association Staff

1. Terms of Employment. Staff members, who shall have employment at will, shall be employed/dismissed by the President consistent with the Association personnel policies and the annual budget adopted by the Board of Directors. 
    
2. Staff Duties and Titles. Members of the staff of the Association shall be given such titles and perform such duties as may be assigned by the President.

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Article IX.  Councils

1. Creation of Councils. The Board of Directors may authorize the creation of one or more Councils of the Association, empowered to make recommendations to the Board of Directors in their respective fields and to perform such other functions as the Board of Directors may from time to time determine. 
    
2. Composition, Power, and Duties. The composition, powers, and duties of each Council shall be as set forth in the Association’s Rules of Organization and Structure, as amended from time to time.  Councils also may develop their own internal operating rules, provided that the Association’s President has determined that any such internal Council rule does not conflict with the Association’s Rules of Organization and Structure. 
    
3. Representation on Board of Directors. Each Council shall be represented on the Board of Directors by individual elected by the Council.  Such designation as representatives on the Board of Directors shall be for such terms as set forth in the Association’s Rules of Organization and Structure.
    
4. Proposed Changes. Any proposed change in the name, composition, powers or duties of an existing Council shall be approved or ratified by a majority vote of the Board of Directors.  The creation or discontinuation of a Council also shall be by a majority vote of the Board of Directors.

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Article X.  Commissions

1. Creation of Commissions. The Board may authorize the creation of one or more Commissions of the Association, empowered to maintain oversight over broad issue areas of vital and/or unique interest to Association members, to develop policy positions and programs within their purview, to communicate with relevant constituencies, and to perform such other functions as the Board of Directors may from time to time determine.  
    
2. Composition, Power, and Duties. The composition, powers, and duties of each Commission shall be as set forth in the Association’s Rules of Organization and Structure, as amended from time to time. Commissions also may develop their own internal operating rules, provided that the Association’s President has determined that any such internal Commission rule does not conflict with the Association’s Rules of Organization and Structure. 
    
3. Representation on Board of Directors. Each Commission shall be represented on the Board of Directors by individual elected by the Commission.  Such designation as representatives on the Board of Directors shall be for such terms as set forth in the Association’s Rules of Organization and Structure.
    
4. Proposed Changes. Any proposed change in the name, composition, powers or duties of an existing Commission shall be approved or ratified by a majority vote of the Board of Directors.  The creation or discontinuation of a Commission also shall be by majority vote of the Board of Directors.

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Article XI.  Miscellaneous Provisions

1. Fiscal Year.  The fiscal year of the Association shall commence on January 1 and terminate on December 31.
    
2. Notice.  Whenever under the provisions of these Bylaws, the Articles of Incorporation of the Association or statute, notice is required to be given to a director, committee member, or officer, such notice shall generally be given in writing by first-class, certified, or registered mail, but may be given by any other reasonable means available.  Written notice shall be deemed to have been given when deposited in the United States mail or delivered to the express delivery service.  Other methods of notice such as telephone, electronic mail, or facsimile, will be deemed given when received.

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Article XII.  Indemnification

1. To the extent permitted by applicable law, the Association shall indemnify any present or former officer or Board member for the defense of any civil, criminal, or administrative claim, action, suit or proceeding to which he or she is made a party by reason of being or having been an officer or Board member and having acted within the scope of his or her official duties; subject to the limitation that there shall be no indemnification in relation to matters to which the individual shall be adjudged guilty of a criminal offense or liable to the Association for damages arising out of his or her own negligence or misconduct in the performance of duties.  Furthermore, in no case shall the Association indemnify or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, nor shall payment be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure under sections 4941(d) or 4945(d), respectively, of the Code.
    
2. Amounts paid by the Association in indemnification of its officers and Board members may include all judgments, fines, amounts paid in settlement, attorneys’ fees and other reasonable expenses actually and necessarily incurred as a result of such proceeding or any appeal therein.  The Board of Directors also may authorize the purchase of insurance on behalf of any Board members, officer, employee or agent against any liability asserted against him or her which arises out of such person’s status or actions on behalf of the Association, whether or not the Association would have the power to indemnify the persons against that liability under law.

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Article XIII.  Dissolution or Final Liquidation

Upon any dissolution or final liquidation, the Board of Directors of the Association shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Association, distribute all of the assets of the Association to one or more of the following categories of recipients as the Board of Directors shall determine:

1. A nonprofit organization or organizations which may have been created to succeed the Association, as long as such organization or organizations are organizations (1) the income of which is excluded from gross income under Section 115(a) of the Internal Revenue Code of 1986 or (2) exempt from federal income tax under Section 501(a) of such Code as an organization described in Section 501(c)(3) of such Code (or the corresponding provisions of any future United States internal revenue law).
    
2. 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 organization or each such organizations are organizations (1) the income of which is excluded from gross income under Section 501(a) of such Code as an organization described in Section 501(c)(3) of such Code (or the corresponding provisions of any future United States internal revenue law).

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Article XIV.  Amendments

These Bylaws may be amended by two-thirds vote of the Board of Directors at any regular or special meeting of the Board of Directors.  An amendment shall be effective immediately after adoption, unless a later effective date is specifically adopted at the time the amendment is enacted.

These Amended and Restated Bylaws are effective as of August 16, 2017.  

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