2024 Board of Directors Election, Merger Vote & ByLaws Amendment
Deadline to Vote: October 14th, 11:59 PM MST
Voting Criteria:
You will submit your vote for the election, merger, and bylaws amendment using the same form. Please carefully review the information below before voting. Only members in good standing are eligible to vote. If you are unsure of your membership status, email the AUCCCD Office. Emeritus and Former Directors members are non-voting members.
Board of Directors Election
This year we have openings for 3 Governing Board members (3-year terms). The newly elected individuals will assume their roles on Tuesday, October 15th with a meeting of introductions to the Board and discussions of committee interests.
Candidates for the AUCCCD Governing Board
- Andrea Lawson, LCSW, Cal Poly, San Luis Obispo - View Candidate Statement
- Teresa Michaelson, Ph.D., LMHC, Embry-Riddle Aeronautical University - View Candidate Statement
- David Walden, Ph.D., Hamilton College - View Candidate Statement
Membership Vote of the Merger and necessary documentation to implement the Merger:
Pursuant to Article IV of the Bylaws for AUCCD-California and AUCCCD-Indiana (collectively, the “Corporation”), the Corporation’s Board of Directors (the “Board”) hereby solicit each voting member’s vote, by way of electronic ballet, to approve or disapprove a merger between AUCCD-California and AUCCCD-Indiana, as more fully described herein (the "Merger". Pursuant to Article IV, Section 4 of the Bylaws, this notice hereby states that the number of responses needed to meet the quorum requirement to approve the Merger is 209; (B) the time by which the written ballot must be received by the Corporation in order to be counted is October 14th at 11:59 PM MST; and (C) the percentage of affirmative votes necessary to approve the Merger and the documentation to implement the Merger is 51%.
The Board, by way of consent resolutions, have unanimously approved the Articles of Merger and an Agreement and Plan of Merger to merge AUCCCD-California with and into AUCCCD-Indiana and have recommended that the Corporation’s voting members approve same. A copy of the Board’s consent resolutions has been provided to each voting member, which included a copy of the Articles of Merger and Agreement and Plan of Merger. Here is a brief description of each document.
- Written Consent Resolutions of the Board of Directors Approving Agreement and Plan of Merger (California) - PDF
- Written Consent Resolutions of the Board of Directors Approving Agreement and Plan of Merger (Indiana) - PDF
Articles of Merger – this document is required to be filed with the California Secretary of State and Indiana Secretary of State to provide Merger. After the Merger, AUCCCD-California will cease to exist and only AUCCCD-Indiana will exist.
Agreement and Plan of Merger – this document sets forth the process to merge AUCCCD-California into and with AUCCCD-Indiana and explains the legal effect of the Merger, specifically that AUCCCD-California will no longer exist after consummation of the Merger. AUCCCD-Indiana will survive the Merger.
Officer Certificates – this document is required to be filed with the California Secretary of State. It certifies that the Merger was sufficiently approved by the voting members. Both AUCCD-California and AUCCCD-Indiana will file this Officer Certificate, hence two different (but similar) Officer Certificates. The Officer Certificates are attached to the Board's consent resultions.
Membership Committee Proposal to allow Co-Directors to each join AUCCCD
Justification: The current bylaws prohibit more than one representative from each member institution. There are a handful of institutions that operate with a Co-Director model in which each Co-Director has Director level responsibility for the Counseling Center, is even with the other in the organizational chart, and does not report to the other Co-Director. We would like to propose an amendment to the bylaws to allow for a 2nd representative from a member institution when there are Co-Directors over the Counseling Center. Each representative would pay the full membership fee, as they would have individual access to the listserv, conference attendance, and voting rights.
Recommended ByLaws Amendments:
Current Language:
Membership is limited to institutions of higher education with a counseling center that provides confidential mental health counseling and developmental counseling to college students per state mental health laws and professional ethical guidelines. Each eligible counseling center may designate only one director as its representative member. At an institution where there is more than one center, multiple directors can be designated from one institution if: 1) neither counseling center director reports to the other, 2) each counseling center provides services to students; and 3) separate dues are paid for each center. Membership shall consist only of those counseling center directors whose dues are current. Any eligible counseling center director shall become a Member upon payment of dues under Section 5 of this Article and attestation of eligibility.
Proposed amendments to Article III, Section 1:
Membership is limited to institutions of higher education with a counseling center that provides confidential mental health counseling and developmental counseling to college students per state mental health laws and professional ethical guidelines. Each eligible counseling center may designate only one director as its representative member. However, counseling centers with a co-director model may have multiple memberships provided the following: neither co-director reports to the other and both co-director provide payment of full membership dues. At an institution where there is more than one center, multiple directors can be designated from one institution if: 1) neither counseling center director reports to the other, 2) each counseling center provides services to students; and 3) separate dues are paid for each center. Membership shall consist only of those counseling center directors whose dues are current. Any eligible counseling center director shall become a Member upon payment of dues under Section 5 of this Article and attestation of eligibility.
Questions? Contact the AUCCCD Office.
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