Articles of Incorporation

First

The name of the corporation is the American Association of Collegiate Registrars and Admissions Officers.

Second

The period of its duration is perpetual.

Third

The purposes for which this corporation is organized are:

The mission of the American Association of Collegiate Registrars and Admissions Officers (hereafter referred to as the Association) is to provide professional development, guidelines and voluntary standards to be used by higher education officials regarding the best practices in records management, admissions, enrollment management, administrative information technology and student services. It also provides a forum for discussion regarding policy initiation and development, interpretation and implementation at the institutional level and in the global educational community.

1. To promote regional associations of registrars, admissions and related officers.
2. To do all and everything, including the making and carrying out of any contracts, necessary, suitable and proper for the accomplishment of the purposes or the furtherance of said purposes and any of the powers heretofore set forth and as may otherwise be authorized by law, and to do every act or acts, thing or things, incidental to or pertaining to or growing out of or connected with the aforesaid purposes or powers, or any part or parts thereof, provided the same are not inconsistent with the provisions of law under which this corporation is organized.
3. The purposes for which this corporation is formed are to be promoted, transacted and carried on without pecuniary profit.
4. The enumeration herein of specific purposes shall not be construed as limiting or restricting in any way the undertaking of such functions as shall advance the general purposes above enumerated.
5. The corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

The corporation shall have members of various classifications or categories, as determined by its Board of Directors in furtherance of the objectives of the corporation and as provided further in Article fifth, and also provided that all members of the predecessor related unincorporated nonprofit voluntary professional association named the American Association of Collegiate Registrars and Admissions Officers shall be members of the corporation and subject to such further terms and conditions as shall be provided under the corporation bylaws.

The corporation shall be divided into at least two classes of members. Regular institutional members shall be accredited collegiate-level degree-granting institutions of higher education and shall designate voting representatives as specified under the corporation bylaws, and such representatives shall have the right to vote and hold office. There shall be additional classes of members under such terms and conditions as shall be established from time to time by the Board of Directors which classes, however, shall be without the right to vote or hold office in the corporation unless permitted under the corporation bylaws.

Directors of the corporation shall be elected in the manner provided in the bylaws.

The regulation of the internal affairs of the corporation is vested in the Board of Directors as provided in the bylaws and as follows:

1. The corporation, by resolution of its Board of Directors, may provide for indemnification by the corporation of any and all of its officers and directors as provided in its bylaws.
2. The corporation shall use its funds only to accomplish the objectives and purposes specified in these Articles, and no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and other expenses and to make payments and distributions in furtherance of the purposes set forth herein.
3. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable and educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
4. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
5. The corporation shall not adopt any practice, policy or procedures which would result in discrimination based upon age, color, handicap or disability, ethnic or national origin, race, religion, religious creed, gender (including discrimination taking the form of sexual harassment), marital, parental or veteran status, or sexual orientation.
6. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

The address of the initial registered office of the corporation is: 1090 Vermont Avenue, N.W., Washington, D.C. 20005

The name of the initial registered agent is: Corporation Service Company

The number of directors constituting the initial Board of Directors is nine. The names of the persons who are to serve as the initial directors until the first annual meeting or until their successors be elected and qualified, are:

1. William R. Haid
2. Paul H. Anderson
3. Louise Lonabocker
4. Paul F. Taylor
5. Johnny K. Johnson
6. Heather C. Smith
7. Thomas A. Bilger
8. Valerie H. Mead
9. R. Eugene Schuster

The names of each incorporator are:

1. Jerome H. Sullivan
2. Janie Barnett
3. Barmak Nassirian

The corporation shall be specifically prohibited from engaging in the following transactions:

1. Loaning any part of the corporation’s income or corpus without the receipt of adequate security and a reasonable rate of interest (but under no circumstances shall a loan be made to any officer or director of the corporation);
2. Paying any compensation in excess of a reasonable allowance;
3. Making any substantial purchase of securities or any other property for more than adequate consideration in money or money’s worth;
4. Selling any substantial part of the corporation’s securities or other property for less than adequate consideration in money or money’s worth; or
5. Making any part of the corporation’s services available on a personal basis or engaging in any other transaction which results in a substantial diversion of the corporation’s income or corpus, to any of the incorporators or directors of the corporation, any person who shall make a substantial contribution to the corporation, a member of the family of such incorporator, director or person having made a substantial contribution, or a corporation controlled by any such incorporator or director or any person having made a substantial contribution.

Last Amended April 12, 2000