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ASCA Bylaws
Revised September 2005
ARTICLE I: NAME AND MISSION
ARTICLE I, SECTION 1. The name of the Association shall be the American School Counselor Association (ASCA). ASCA is a division of the American Counseling Association and is organized in accordance with the Articles of Incorporation and the Bylaws of ACA.
ARTICLE I, SECTION 2. ASCA is the foundation that expands the image and influence of professional school counselors. ASCA empowers professional school counselors with the knowledge, skills, linkages, and resources to promote student success in the school, the home, the community, and the world. The mission of ASCA shall be to represent professional school counselors and to promote professionalism and ethical practices.
ARTICLE II: MEMBERSHIP
ARTICLE II, SECTION 1. Types of Membership. This Association shall include five types of membership: Professional, Retired, Student, Affiliate and Allied.
ARTICLE II, SECTION 2. Requirements of Membership. In order to qualify for one of the five types of membership, the following requirements must be met for each category of membership being sought.
II-2a. Professional Membership. School counseling professionals who hold a masters degree or higher in counseling or the substantial equivalent and meet the requirements set forth in ASCA policies that address membership are eligible for Professional membership and shall receive all the rights and privileges as set forth in ASCA policies.
II-2b. Retired Members. School counseling professionals in retirement who meet the requirements set forth in ASCA policies that address membership are eligible for Retired membership and shall maintain all the rights and privileges of Professional membership as set forth in ASCA policies.
II-2c. Student Membership. Students who meet the requirements set forth in ASCA policies that address membership are eligible for Student membership and shall receive all the rights and privileges as set forth in ASCA policies.
II-2d. Affiliate Membership. Individuals interested in counseling, not eligible for any other type of membership, may become Affiliate members as set forth in ASCA policies that address membership and shall receive all the rights and privileges as set forth in ASCA policies.
II-2e. Allied Membership. Corporations or businesses interested in supporting the goals of ASCA may become Allied members as set forth in ASCA policies that address membership and shall receive all the rights and privileges as set forth in ASCA policies.
ARTICLE II, SECTION 3. Dues. Dues for all categories of membership shall be established in accordance with ASCA policies that address membership with final approval of the Delegate Assembly.
ARTICLE II, SECTION 4. Rights and Privileges. All members shall receive the rights and privileges accorded their membership categories. Professional and Retired members may vote on all matters coming before the Association; shall be eligible to serve as members of the Delegate Assembly; and shall be eligible for election to the Governing Board of ASCA.
ARTICLE II, SECTION 5. Severance of Membership. Association members may be dropped from membership for nonpayment of dues or revocation of license or credential, following procedures described in ASCA policies that address membership.
ARTICLE II, SECTION 6. Nondiscrimination. The American School Counselor Association does not knowingly engage in or support activities that discriminate on any basis as addressed in ASCA’s Ethical Standards for School Counselors.
ARTICLE III: STATE DIVISION CHARTERS
ARTICLE III, SECTION 1. Organization of State Divisions. Any group of Association members residing or working within a particular state may apply for a State Division charter, provided that the group consists of at least 25 ASCA members.
ARTICLE III, SECTION 2. Formation of State Divisions.
III-2a. Groups that desire to form a State Division must submit a State Division Charter application to the Governing Board. An application considered by the Governing Board shall, upon acceptance, be submitted to the Delegate Assembly for final approval.
III-2b. The ASCA Governing Board must approve the applicant’s Bylaws, or other similar governance document, and shall make a recommendation concerning them to the Delegate Assembly. Such Bylaws or other similar document of a State Division must not be in conflict with the Bylaws of this Association and any formal relationship mutually developed between the applicant and the applicant’s State branch.
III-2c. State Division Charters are granted to state school counselor associations and ASCA will charter one school counselor association per state.
ARTICLE III, SECTION 3. State Division Leadership. ASCA State Division Presidents and Presidents-Elect must be members of ASCA.
ARTICLE III, SECTION 4. Revocation of Charter. State Division charters may be reviewed and revoked following due process as set forth in ASCA policies that address state divisions.
ARTICLE IV: DELEGATE ASSEMBLY
ARTICLE IV, SECTION 1. Composition and Selection of the Delegate Assembly.
IV-1a. The Delegate Assembly shall be composed of voting members of the Governing Board of ASCA and delegates of the chartered State Divisions as described in ASCA polices that address state delegate representation.
IV-1b. State Division delegates shall be selected in any manner that a State Division chooses; however, delegates must be Professional or Retired members of ASCA.
IV-1c. A State Division shall submit to ASCA’s Corporate Secretary (Executive Director) the names and addresses of its delegates to the Delegate Assembly.
ARTICLE IV, SECTION 2. Functions of the Delegate Assembly. The Delegate Assembly shall be the highest legislative body of ASCA.
IV-2a. The Delegate Assembly shall identify and present current issues, trends and concerns that affect or may affect professional school counselors and their students;
IV-2b. The Delegate Assembly shall act on recommendations from the Governing Board, committees and task forces;
IV-2c. The Delegate Assembly shall grant or deny applications for the formation of new State Divisions; and revoke charters that may previously have been granted to State Divisions, following due process as set forth in ASCA’s policies that address state divisions;
IV-2d. The Delegate Assembly shall exercise such other functions as may be in the best interest of ASCA, not in conflict with the Bylaws.
ARTICLE IV, SECTION 3. Meetings of the Delegate Assembly.
IV-3a. The Delegate Assembly shall meet annually in conjunction with the ASCA annual conference. Additional meetings may be called by majority vote of the Delegate Assembly or the Governing Board.
IV-3b. Two-Thirds of the members of the Delegate Assembly must be present to constitute a quorum.
IV-3c. Each member of the Delegate Assembly shall have one vote. Decisions of the Delegate Assembly shall be made by a simple majority vote except in cases involving issues that require a greater majority, as defined in these Bylaws and ASCA policies that address governance.
IV-3d. Meetings of the Delegate Assembly shall be conducted in accordance with standing rules adopted by the Delegates.
ARTICLE V: ASCA OFFICERS AND GOVERNING BOARD
ARTICLE V, SECTION 1. Officers. The officers of ASCA shall be the President, Immediate Past President, President Elect, and the Corporate Secretary (Executive Director).
ARTICLE V, SECTION 2. Powers and Functions.
V-2a. The Governing Board shall conduct the governance of ASCA but shall not take any action contrary to bylaw adopted by the Delegate Assembly.
V-2b. The Governing Board has the authority to create policies to carry out the mission of ASCA.
ARTICLE V, SECTION 3. Governing Board Members and Terms of Office.
V-3a. The voting members of the Governing Board of ASCA shall consist of the President, President Elect, Immediate Past President, five Level Vice Presidents, and four Regional Vice Presidents
V-3b. The President and President Elect shall be Professional members in good standing who are employed as school counselors, supervisors of school counseling, or counselor educators in a graduate program that prepares school counselors; or Retired members in good standing who were previously employed as school counselors, supervisors of school counselors, or counselor educators in a graduate program that prepares school counselors.
V-3c. The President Elect shall be elected by the general membership to serve one year as President Elect, one year as President and one year as Immediate Past President.
V-3d. Level Vice Presidents shall be elected by the general membership to serve a three-year term and shall be Professional members in good standing who are employed as school counselors, supervisors of school counseling, or Retired members in good standing who were previously employed as school counselors or supervisors of school counselors in the work setting to be represented.
V-3e. Regional Vice Presidents shall be elected by members of their respective regions to serve a three-year term and shall be Professional members in good standing who are employed as school counselors, supervisors of school counseling, or counselor educators in a graduate program that prepares school counselors in the region to be represented; or Retired members in good standing who were previously employed as school counselors, supervisors of school counselors, or counselor educators in a graduate program that prepares school counselors and reside in the region to be represented.
V-3f. Current Vice Presidents may not be candidates for a position as a vice president.
V-3g. The term of office for any elected officer shall coincide with the Fiscal Year of ASCA or until a successor is elected or appointed.
ARTICLE V, SECTION 4. Nominations and Elections of Governing Board Members.
V-4a. The President-Elect, two Level Vice Presidents, and two Regional Vice Presidents shall be elected annually, by ballot.
V-4b. To be eligible for any elective office, a member must be a professional member of ASCA.
V-4c. A maximum of two members from any single state may serve concurrently on the Governing Board.
V-4d. The Nominations and Elections Committee shall conduct elections according to ASCA policies that address nominations and elections.
V-4e. Nominations and Elections guidelines shall be developed by the Nominations and Elections Committee and approved by the Governing Board.
V-4f. If any elected candidate should be unable to assume office by the beginning of
ASCA’s Fiscal Year, the candidate with the next highest number of votes in the election shall be asked to serve in the vacant position. If none of the candidates agrees to serve, the Governing Board shall fill the vacancy.
ARTICLE V, SECTION 5. Duties of Governing Board Members
V-5a. The President shall serve as the presiding officer of ASCA in accordance with ASCA polices that address governance.
V-5b. The President-Elect shall serve as the presiding officer in the President’s absence in accordance with ASCA policies that address governance.
V-5c. The Immediate Past President shall serve in accordance with ASCA policies that address governance.
V-5d. The Vice Presidents shall serve as representatives of the members in accordance with ASCA policies that address governance.
ARTICLE V, SECTION 6. Meetings.
V-6a. The Governing Board shall meet at least once each year. Meetings of the Governing Board may be called by the President or by majority vote of the Board.
V-6b. Two-thirds of the members of the Governing Board must be present to constitute a quorum.
V-6c. Each member of the Governing Board shall have one vote. Decisions of the Governing Board shall be made by a simple majority vote except in cases involving issues that require a greater majority, as defined in these Bylaws and ASCA policies that address governance.
V-6d. Governing Board members are required to attend all Governing Board meetings and other functions in accordance with ASCA policies that address governance.
ARTICLE V, SECTION 7. Vacancies.
V-7a. In the event of a vacancy in the office of President, the President-Elect assumes the office of President.
V-7b. In the event of a vacancy in the office of a President-Elect who is serving a President’s unexpired term, the Immediate Past President of the Governing Board shall assume the position of chairperson of the Governing Board until the Governing Board fills the vacancy by calling a special election of the general membership. In the event of a vacancy in the office of President-Elect who is not serving a President’s unexpired term, the Governing Board shall fill the vacancy by calling a special election of the general membership and the new President-Elect shall serve as President upon completion of the unexpired term.
V-7c. In the event of a vacancy in the office of the Immediate Past President, the most recent Past President may be asked to complete the unexpired term. If the Past President chooses not to complete the term or if the Governing Board chooses not to fill the vacancy, the Governing Board shall appoint a chair of the Nominations and Elections Committee and the Past President position shall be vacant for the remainder of the unexpired term.
V-7d. In the event of a vacancy in an office of vice president, the Governing Board may fill the vacancy.
V-7e. The Governing Board shall have the authority to fill any vacancy for which there are no other provisions.
ARTICLE V, SECTION 8. Removal from Office. An elected officer or member of the Governing Board may be removed from office, for cause, by a two-thirds majority vote of the Governing Board. At the discretion of the Governing Board, a due process committee may be appointed to review all charges and make recommendations. This committee shall complete its assignment and submit a final report within 30 days after appointment.
ARTICLE V, SECTION 9. Compensation and Reimbursement of Expenses.
V-9a. Except for the President, none of the Governing Board members of ASCA shall receive any compensation for services, but their necessary expenses shall be paid in accordance with ASCA policies that address governance and finance.
V-9b. Compensation of the President shall be established annually in accordance with ASCA policies that address governance and finance.
ARTICLE VI: APPOINTED POSITIONS AND DUTIES
ARTICLE VI, SECTION I. Corporate Secretary.
VI-1a. The Executive Director shall serve as the Secretary of the Corporation.
VI-1b. The Executive Director shall be appointed by the Governing Board according to ASCA Policies and Procedures.
VI-1c. The Executive Director shall maintain ASCA’s records, administer the affairs of the Association and perform such other duties as are incidental to this office, in accordance with ASCA’s mission and vision, subject to the provisions of its Bylaws, and such policies as may be adopted by the Governing Board.
VI-1d. Job description for the Executive Director is delineated in the ASCA policies and procedures.
ARTICLE VI, SECTION 2. Representative to the ACA Governing Council
VI-2a. ASCA’s representative to the ACA Governing Council shall attend and participate in ASCA Governing Board meetings at the discretion of the ASCA Governing Board.
VI-2b. The ASCA representative to the ACA Governing Council shall be elected by ASCA members who are also members of ACA. The representative shall serve a three-year term, to coincide with the ACA rotation for ASCA.
VI-2c. In the event of a vacancy in the position of representative to the ACA Governing Council, the ASCA Governing Board shall fill the vacancy.
ARTICLE VI, SECTION 3. Parliamentarian.
VI-3a. The President shall appoint a Parliamentarian.
VI-3b. A Parliamentarian shall perform appropriate duties at Delegate Assembly and may be appointed for other official meetings.
ARTICLE VI, SECTION 4. Additional Appointments. The Governing Board may appoint other positions as needed.
ARTICLE VII: OPERATIONAL STRUCTURE
ARTICLE VII, SECTION 1. Committees. ASCA’s committees shall be appointed by the President to accomplish specific tasks within specific timeframes.
ARTICLE VII, SECTION 2. Standing Committees. The standing committees shall be:
VII-2a. Bylaws. The Bylaws Committee annually reviews the Bylaws of chartered state divisions and makes recommendations to the Governing Board. ASCA’s Bylaws shall be reviewed annually and revised as needed.
VII-2b. Ethics. The Ethics Committee reviews ASCA’s Ethical Standards and assists the membership in understanding ethical practices.
VII-2c. Nominations and Elections. The Nominations and Elections Committee develops policies for approval by the Governing Board and conducts elections in accordance with ASCA policies.
ARTICLE VIII: BUSINESS AFFAIRS OF THE ASSOCIATION
ARTICLE VIII, SECTION 1. Fiscal Year. The fiscal year shall begin October 1 and end the following September 30.
ARTICLE VIII, SECTION 2. Property of the Association. In the event the Association should be dissolved, none of its property shall be distributed to any of the members. Instead, all of its property shall be transferred to such organizations(s) as the Governing Board shall determine to have purposes and activities most nearly consonant with those of the Association provided, however, that such organization(s) shall be exempt under Section 501(c)(3) of the Internal Revenue Code or corresponding provisions of the Internal Revenue Laws.
ARTICLE VIII, SECTION 3. Annual Meeting. The President of ASCA may call an annual business meeting of the Association in conjunction with the ASCA Conference. Twenty-five members of the Association and a majority of the Governing Board members must be present to constitute a quorum.
ARTICLE IX: INDEMNIFICATION
ARTICLE IX, SECTION 1. The Association shall indemnify each member of the Governing Board and each of its officers, as described in Article V for the defense of civil or criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.
ARTICLE IX, SECTION 2. The Association shall indemnify 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 as a result of such action or proceedings, or an appeal therein, 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 or in the manner hereinafter provided that he or she acted in good faith for the purpose which he or she reasonably believed to be in ASCA’s best interests and, in the case of criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if the Association shall be advised by its Governing Board acting (1) by quorum consisting of Governing Board members who are not parties to such section or proceedings upon a finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the Governing Board or officer has met the foregoing applicable standard of conduct. If the undergoing determination is to be made by the Governing Board, it may rely as to all questions of law on the advice of independent legal counsel.
ARTICLE IX, SECTION 3. Every reference herein to a member of the Governing Board or officer of the Association shall include every member and officer thereof or former member and officer thereof. This indemnification shall apply to all judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which any ASCA member or officer might otherwise be entitled and the provisions hereof shall neither impair nor adversely affect such rights.
ARTICLE X: AMENDMENT OF BYLAWS
ARTICLE X, SECTION 1. Amendment. These Bylaws may be amended by majority vote of the Delegate Assembly as provided in this section.
X-1a. An amendment shall be proposed in writing to the Governing Board by the Bylaws Committee or over the signature of not less than 50 members in good standing not less than 90 days prior to the first session of the annual meeting of the Delegate Assembly.
X-1b. Copies of amendments proposed under the provision of the foregoing paragraph shall be mailed to members of the Delegate Assembly not less than 30 days prior to the first session of the annual meeting of the Delegate Assembly.
X-1c. Amendments originating during the Delegate Assembly shall be discussed and finalized in new business and if approved by the Delegate Assembly shall be submitted for mail ballot. Such proposed amendments shall be sent no less than (60) days, nor more than (90) days, following the date of presentation for a vote by the ASCA Delegate Assembly members before whom the amendment was originated. Such proposed amendment shall be referred forthwith to the Bylaws Committee whose written recommendation shall accompany any such mail ballot.
ARTICLE X, SECTION 2. Publication. The Bylaws and the Policies of this ASCA shall be published in their entirety periodically and shall be available to any member upon request.
Revised: June 1998
Delegate Assembly
San Antonio, Texas
By mail ballot
October 1998
June 2000
Delegate Assembly
Cherry Hill, New Jersey
June 2001
Delegate Assembly
Portland, Oregon
By mail ballot
October 2003
June 2004
Delegate Assembly
Reno, Nevada
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