The National Association of Student Affairs Professionals (NASAP) FOUNDATION Vision To significantly diversify the profession of higher education and student affairs. Foundation Mission Statement The Foundation, hereafter referred to as NASAP Foundation, was created to provide support for professional development, career enhancement and education of African American and other underrepresented populations in Student Affairs as professionals and also those who are students in higher education. Following are the four fundamental programs of the NASAP organization: I. Professional Development Provide African American Student Affairs Professionals with research-based training and learning experiences. The Annual Conference, the Affiliate Leadership Summit, the Student Leadership Conference, and the Summit on Black Greek-Letter Organizations are the organization s essential activities. These activities feature lectures, symposia, workshops and panel discussion on the issues impacting African American administrators, educators and students. II. Research The research initiatives identify practices and programs that: Illustrate effective student affairs administrative best practices and policies Enhance and enrich the learning experience Foster African American student development Fashion a campus environment conducive to the pursuit of academic excellence III. Communications Publish regularly monographs, special issue papers, newsletters, research reports and the NASAP Journal. IV. Scholarships and Grants Award financial assistance to eligible African American students pursuing careers in Student Affairs or student development, and provide opportunities for its members to obtain research grants.
Foundation Structure The Foundation shall be composed of twenty five (25) members and five (5) of them shall serve as the Executive Board. Executive Board TERM OF OFFICE The five members Executive Board shall be elected to a two-year term and three shall be elected to a four-year term. Following elections, all trustees shall be elected to a four-year term. At the first meeting of the Foundation Board the term of office will be determined by lot. Both, the NASAP President and the NASAP Treasurer shall serve as trustees of the foundation during their terms of office, respectively. Following elections, all trustees shall be elected to a four-year term. A trustee may be re-elected to one consecutive four-year term. MEETINGS The Executive Board and the membership shall meet during the Annual Conference and the Mid- Conference One-Day Workshop. All other meetings shall be by teleconference. FUNDING The Foundation may solicit funds from the NASAP membership, its affiliates from the public and private sectors, and may receive funds via bequest or devise. It may receive memorial and honorary funds given to NASAP for specific purpose and objectives. On an annual basis, the Foundation shall initiate, plan and implement a series of major fundraising events. Any fundraising event for the benefit of the Foundation shall have the prior approval of the NASAP Executive Board. All funds generated shall support the designated activities of NASAP. Distribution of funds shall be governed by the following formula: 1. The principle shall remain intact permanently 2. Interest income shall be apportioned 90% applied to the principal and 10% available for distribution 3. Restricted income shall be apportioned 15% applied to the principal and 85% available for distribution 4. Unrestricted income shall be apportioned 35% applied to the principal and 65% available for disbursement 5. Grants and Contracts shall be administered by the foundation as negotiated 6. All funds are to be invested and managed for the maximum benefit and social responsibility by professional investors
UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK ARTICLES OF INCORPORATION The National association of Student Affairs Professionals (NASAP) FOUNDATION BE IT KNOWN, that on the 1 st day of September 2005, before me, the undersigned Notary Public in and for the County and the State aforesaid, personally came and appeared the undersigned parties of full age and minority whose signatures are subscribed and who declare, in the presence of the undersigned competent witness, that they wish to avail themselves of the provision of the State laws of the State of Illinois. They do hereby organize a nonprofit foundation under and in accordance with these Articles of Incorporation as follows: ARTICLE I The name of the foundation is: The National Association of Student Affairs Professionals (hereafter referred to as NASAP) Foundation. ARTICLE II The NASAP Foundation is organized and shall be operated exclusively for charitable and educational purposes, including the solicitation of gifts and grants in support of the instructional, research, scholarship and service activities of NASAP. The distribution of said proceeds of gifts or grants or the expenditures said proceeds on behalf of the NASAP Foundation and related organizations qualify under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE III The location of the foundation s registered office and its post office address is 5500 North Saint Louis Avenue, C-320 Chicago, IL 60625-4699. ARTICLE IV The foundation s registered office shall be: Melvin C. Terrell, Ph.D. 5500 North St. Louis Avenue, C-320 Chicago, IL 60625-4699 Tel. 773-442-4608
ARTICLE V This foundation shall be a non-profit foundation and shall have no capital stock. The foundation shall have no members. It shall be operated and maintained as the board of directors shall determine to be necessary or acceptable for the proper functioning of the foundation. Under no circumstances shall any of the net earnings or assets of the foundation be distributed to the benefit of its directors, officers or other private persons, except to make payments and distributions in furtherance of the purpose set forth in Article II hereof. The foundation shall neither participate, nor intervene in any political campaign including the publishing or distribution of statements on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the foundation shall not carry on any activities not permitted: (a) by a foundation exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law); or (b) by a foundation, contributions to which are deductible under 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Article VI A. This foundation shall be operated and maintained as the Board of Directors shall determine to be necessary or acceptable for the proper functioning of the foundation. Directors shall be elected in accordance with the provisions of the Bylaws. The Bylaws shall specify the number, qualifications, terms of office and manner of election of the Board of Directors. B. The names and addresses of the persons comprising the initial Board of Directors are: 1. Melvin C. Terrell, Ph.D. NASAP President and Vice President for Student Affairs Northeastern Illinois University 5500 North St. Louis Avenue, C-320 Chicago, IL 60625-4699 2. Roosevelt Littleton, Jr., Ph.D. NASAP Past President and Development Officer Jackson State University P.O. Box 68224 Jackson, MS 39217 3. Woodson Hopewell NASAP Past President and Dean of Men Hampton University P.O. Box 6113 Hampton, VA 23668
4. Cynthia D. Sellers, Ph.D. NASAP Past President and Executive Assistant to the President Office of the President Hampton University Hampton, VA 23668 5. Rosell R. Caswell NASAP Past President and Coordinator, Research Programs and Services Counseling and Assessment Florida A&M University, Tallahassee, FL 32307 The directors shall serve this foundation until their successors are elected in accordance with the provisions herein and the Bylaws. C. The Board of Directors shall have and exercise all corporate powers except such as may be otherwise provided in these Articles of Incorporation and the Bylaws of the foundation. Unless otherwise provided in these Articles of Incorporation, the time, place and manner of calling, donations notice of, and conducting Board of Directors meetings shall be prescribed by the Bylaws. The number of directors which shall constitute a quorum shall be prescribed by the Bylaws. Article VII A. The officers of this foundation shall include a Chairperson, one or more Vice Chairperson, a Secretary, a Treasurer, and such other officers as the Board of Directors may in its discretion deemed necessary, or as provided by the Bylaws. The Secretary and Treasurer Officers may be joined in one office. These officers shall be elected by the Board of Directors and shall hold their offices until their successors are elected and qualified, unless any of them sooner resigns or is sooner removed by the Board of Directors. The selection, qualifications, duties and terms of office of all officers shall be prescribed by the Bylaws. All vacancies in offices shall be filled by the Board of Directors. The officers shall serve this foundation until the successors are elected in accordance with the provisions herein and the Bylaws. Article VIII The duration of this foundation shall be perpetual, unless sooner dissolved in accordance with Article X hereof.
Article IX These Articles of Incorporation may be amended by a vote of two-thirds of the Board of Directors at any special or annual meeting at which a quorum is present, the notice of which sets forth the proposed amendments of a summary thereof. Article X A. This foundation may be dissolved by a vote of two-thirds in number of the members of the foundation s Board of Directors at a meeting duly called for that purpose after thirty (30) days written notice. In case of dissolution, the assets of the foundation shall be liquidated out of court by a liquidator who shall be elected by the Board of Directors at said meetings. B. In the event of dissolution of the foundation, the liquidator shall cause the assets of the foundation to be distributed as follows: 1. All liabilities of the foundation shall be paid or adequate provision shall be made for payment. 2. Assets held by the foundation upon a condition, which is not met prior to or by reason of the foundation s dissolution, shall be returned to or conveyed in accordance with the requirements specified by the donor. 3. All of the remaining assets of the foundation will be distributed to organizations exempt from income tax under provision of section 501(c) (3) of the Internal Revenue Code (or the corresponding section of any tax code), or shall be distributed to the federal government, a state or local government for a public purpose, or shall be distributed by a court of competent jurisdiction to another tax-exempt organization to be used in such manner as, in the judgment of the court, will best accomplish the general purpose for which this foundation is organized. Article XI The full name and address of the Incorporator is: Melvin C. Terrell, Ph.D. NASAP President and Vice President for Student Affairs Northeastern Illinois University 5500 North St. Louis Avenue, C-320 Chicago, IL 60625-4699 Tel. 773.442.4608 Article XII The Incorporator, officers and Board of Directors of this foundation claim the benefits of the limitation of liability to the fullest extent allowed by law and by reference include the provisions of Illinois Revised Statutes as copied herein in full.
The incorporators must sign the Articles of Incorporation and type or print their name and address. (Type or Print name of the incorporator) x (Signature) (Address)