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Constitution and Bylaws

HEDW

Higher Education and Data Warehousing Forum

Constitution and Bylaws

Approved by the HEDW Executive Board on May 12, 2020
Reviewed and amended by the HEDW Executive Board on March 20, 2024

 

Constitution

Articles

    1. Name
    2. Purpose
    3. Membership
    4. Conduct of Affairs
    5. Executive Board
    6. Powers
    7. Dissolution
    8. Amendment of the Constitution or Bylaws

Bylaws

  1. Duties and Terms of Executive Officers
    1. Role
    2. Membership and Terms of Office
    3. Duties
      1. President
      2. Treasurer
      3. Secretary
      4. Past President
      5. Communication Chair
  2. Duties and Terms of Office for Executive Board Members
    1. Role
    2. Membership and Terms of Office
  3. Fiscal Year 
  4. Annual Business Meeting 
  5. Quorum 
  6. Standing Orders 
  7. Elections and Other Votes of the Membership 
  8. Vacancies 
    1. Vacancies at the end of the fiscal year
    2. Vacancies during the fiscal year
  9. Funds, Dues and Fees 
  10. Compensation for Reasonable Services Rendered
  11. Rules of Procedure 
  12. Finances 
  13. Conflict of Interest Policy 

 

CONSTITUTION

Name [Article I]

The name of this organization shall be the Higher Education Data Warehousing Forum, hereafter referred to as “HEDW”.

Purpose [Article II]

The Higher Education Data Warehousing Forum (HEDW) is a community of higher education colleagues dedicated to promoting the sharing of knowledge and best practices regarding knowledge management in colleges and universities, including building data warehouses, developing institutional reporting strategies, and providing decision support.  HEDW holds an annual conference and facilitates communication among technical developers and administrators of data access and reporting systems, data custodians, institutional researchers, and consumers of data representing a variety of internal university audiences. The purposes of HEDW shall be as follows:
  1. To provide an avenue for HEDW members to express themselves on matters of current and mutual concern related to the practice of data warehousing, research, planning and information-based management in higher education institutions;
  2. To disseminate information and the interchange of ideas on problems and issues of common interest; and
  3. To promote the continuing professional development of HEDW members through annual conferences and the HEDW website.
HEDW is organized and shall be operated exclusively for educational purposes.  No part of its net earnings shall inure to the benefit of any member, trustee, officer, board member of HEDW or any private individual except that reasonable compensation may be paid for services that would otherwise be purchased from another source.  Notwithstanding this limitation, HEDW may establish scholarships or other awards programs that defray the costs of attendance at annual HEDW conferences for selected members, in order to fulfill the organizational purpose of supporting professional development and the interchange of ideas. No part of the activities of HEDW shall involve propaganda or otherwise attempt to influence legislation, nor shall HEDW participate or intervene in any way, including the publication or distribution of statements, in any political campaign on behalf of or in opposition to any candidate for public office.

Membership [Article III]

Membership shall be granted to any faculty or staff member of a higher education institution who qualifies for membership and has registered on the HEDW website.  Membership is open to faculty and staff at US institutions in the “.edu” domain or verified international colleges and universities, and others at the discretion of the Executive Officers.  Consultants working for colleges and universities are not eligible for membership.  All HEDW members in good standing shall be eligible to vote to elect members of the Executive Board. If dues have been charged for the current fiscal year, only members who have paid them shall be in good standing and eligible to vote. If dues have not been charged in the current fiscal year, all members registered on the HEDW website shall be considered to be members in good standing. Special affiliates (“Affiliate Members”) may be eligible for limited HEDW membership. Affiliate Members represent educational organizations that are not in the “.edu” domain or verified international equivalent and may include not-for-profit organizations HEDW collaborates with for the purpose of fostering the HEDW mission. Affiliate Members can attend the annual conference and are eligible to give presentations. Affiliate Members are not eligible to vote, seek election to the HEDW Executive Board, register on the HEDW website, or apply for conference grants.

Conduct of Affairs [Article IV]

The Executive Officers of HEDW shall conduct the affairs of the organization. These officers are the President, Past President, Secretary, Communications Chair and Treasurer.

Executive Board [Article V]

The Executive Board shall be the governing body of HEDW.  The Executive Board shall consist of the Executive Officers and eight other members.  The eight members are defined as follows:  six members determined by membership voting; two position filled by representatives of the institutions hosting the current and next year’s annual conference. The past Treasurer will serve a one-year term as an ex officio member.  The Executive Officers are to be determined by the Executive Board.

Powers [Article VI]

All powers not expressly stated in these articles shall be reserved to the members of HEDW.

Dissolution [Article VII]

In the event of dissolution of HEDW, the last remaining officers, after paying or making provision for payment of all the liabilities of HEDW from HEDW’s resources, shall vest all remaining HEDW assets and materials in an organization or organizations with purposes similar to those of HEDW.  No member of HEDW or private individual shall be entitled to share in the distribution of any of the assets upon dissolution of HEDW.

Amendment of the Constitution or Bylaws [Article VIII]

The Constitution or Bylaws of HEDW may be amended according to the following procedures:
  1. Proposed amendments shall be presented to the Executive Board in written form (paper or electronic) or shall originate in the Executive Board. Once reviewed, preliminary approval by a minimum of two-thirds of the members of the Executive Board is required to present to the membership for review and comment.
  2. Proposed amendments that have received preliminary approval by the Executive Board shall be circulated to the membership for review and comment for a period of at least 30 days prior to a final vote by the HEDW Executive Board.
  3. Final approval of amendments to the Constitution or Bylaws shall require approval by a minimum of two-thirds of the members of the HEDW Executive Board.
  4. Amendments to the Constitution or Bylaws shall become effective immediately upon approval.

 

BYLAWS

The following Bylaws, consistent with the Constitution of HEDW, are adopted for the conduct of its affairs.

I. Duties and Terms of Executive Officers

  1. Role

The Executive Officers shall conduct the business of HEDW.  They shall have the authority to undertake routine business transactions and to make arrangements affecting HEDW without the formal approval of the membership as a whole, as long as such transactions and arrangements receive the unanimous consent of all five Officers and comply with the Constitution and Bylaws.  A vote by the Executive Board shall be required on major policy issues—as determined by the Executive Officers—that do not require a vote of the general membership, for approval of the annual budget, and changes in membership dues.  If decisions of such a nature need to be made in the period between business meetings, the Executive Officers shall poll the Executive Board by whatever means they deem expedient.

  1. Membership and Terms of Office

The Executive Officers of HEDW shall be the President, Past President, Secretary, Treasurer, and Communication Chair.

Executive Officers shall serve a one-year term with the Past President’s term being concurrent with the current President.  All terms shall run concurrently with the fiscal year of HEDW. Executive Officers may serve for more than one term in the same position..

Only HEDW members who are currently part of the Executive Board or have previously served on the Executive Board shall be eligible to serve as Executive Officers.

The Executive Board may remove any Executive Officer by a two-thirds vote when, in the Board’s judgment, the best interests of the HEDW shall be served thereby.

  1. Duties

The President shall

    1. Oversee general operations of HEDW and the annual Conference ensuring that they are conducted in accordance with Constitution, Bylaws and Standing Orders.
    2. Chair the Executive Board and preside at the business meetings of HEDW
    3. Perform the duties of a master of ceremonies at the annual conference during their term
    4. Appoint committees to complete projects required to manage HEDW following consultation with the Executive Board and coordinate with those committees to expedite completion of their work in a timely manner.
    5. Appoint HEDW members to organizational roles such as needed.
    6. Have authority, following consultation with the Executive Board, to remove from office members of the Executive Board who are unable to fulfill their responsibilities
    7. Have the authority to fill vacant Executive Officer positions as described in Section VIII
    8. Ensure that communications are maintained among the HEDW Executive Board, HEDW members and between HEDW and other pertinent organizations
    9. Promote membership in HEDW
    10. Oversee voting process for Executive Board elections and other membership issues
    11. Have access to and signatory authority on all HEDW accounts and the authority to commit HEDW to financial and contractual obligations agreed to by the Executive Board
    12. Perform other duties necessary to assist HEDW to achieve its stated purposes.
    13. At the conclusion of their term as President, serve as Past President until the current President’s term is concluded.

The Treasurer shall

    1. Collect all required fees and maintain records of the revenue and expenditures of HEDW
    2. Have signatory authority on HEDW accounts and the authority to commit HEDW to financial and contractual obligations agreed to by the Executive Board
    3. Assume fiduciary responsibility for HEDW funds and other assets of HEDW
    4. Provide for the timely payment of the duly authorized expenses of HEDW
    5. Prepare and present a complete financial statement to HEDW at its annual Business Meeting
    6. Prepare an annual budget for approval by the Executive Board. The annual budget should be approved no later than the second Executive Board meeting of the fiscal year.
    7. Oversee and manage the financial affairs of HEDW
    8. Provide regular financial updates to the Board
    9. Once the term as Treasurer is completed, agree to serve one year as Past Treasurer. The Past Treasurer is responsible for ensuring an orderly transition of records and responsibilities to the Treasurer.

The Secretary shall

    1. Ensure that the governing documents of HEDW are current, all changes are documented, and posted to the HEDW website.
    2. Prepare and distribute minutes of the business meetings and the meetings of the Executive Board in a timely manner. The minutes should document all decisions and votes.
    3. Ensure that the business of HEDW is conducted in compliance with its governing documents.
    4. Notify the membership of meetings, including the annual Business Meeting, at least 30 days before the meeting.
    5. Distribute proposed changes to the Constitution and Bylaws to the membership at least 30 days prior to the deadline for voting on them.

The Past President shall

    1. Oversee the Executive Officer election process
    2. Conduct the Executive Board member election process
    3. Act for the President when he/she cannot fulfill Presidential responsibilities
    4. Oversee Volunteer program including solicitation, placement and administration
    5. Perform other functions as assigned by the President

The Communication Chair shall

    1. Chair and convene the Communication Committee that is charged with coordinating all HEDW Communication
    2. Oversee creation and maintenance of a communication plan that includes a schedule of regular communications
    3. Oversee website maintenance
    4. Support Secretary in maintaining a current list of HEDW members in good standing.
    5. Support Research Chair in providing raw data for analysis
    6. Maintain addresses and contact information for HEDW members including a list of members in good standing for use in elections
  1.  
 

II.   Duties and Terms of Office for Executive Board Members

  1. Role

The Executive Board shall be the governing body of HEDW.  The Executive Board shall make decisions on behalf of the HEDW membership, except decisions that define the organization’s future and others requiring a membership vote as specified in these Bylaws. A vote by the Executive Board shall be required on major policy issues—as determined by the Executive Officers—that do not require a vote of the general membership, for approval of the annual budget and changes in membership dues.

In addition to the general duties of Executive Board members the Conference Chairs shall be responsible for making local arrangements for the annual conference and coordinating with the Executive Officers in planning and organizing the agenda.

  1. Membership and Terms of Office

The Executive Board shall consist of the President, Secretary, Treasurer, Communication Chair, Past President, the current-year Conference Chair, the coming-year Conference Chair, the Research Chair, and five elected representatives of the HEDW membership.  The Past Treasurer will serve for one year as an ex officio member when a new Treasurer takes office.  Only members who are in good standing and who are employees of a college or university may serve on the Executive Board.

The five membership representatives shall be elected for two-year terms concurrent with the HEDW fiscal year. The five membership representatives are to be staggered terms. These representatives may be elected for more than one term.

The Executive Board may remove any Executive Board member by a two-thirds vote when, in the Board’s judgment, the best interests of the HEDW shall be served thereby.

  1. Duties

The Executive Board shall

    1. Elect the President and approve other Executive Officers and Research Chair. That process  shall be explained in the Standing Orders.
    2. Participate in Board meetings and activities
    3. Support the mission and activities of HEDW
III. Fiscal Year

HEDW shall operate on a fiscal year beginning July 1 and ending June 30.

IV. Annual Business Meeting

An annual business meeting shall be held each year at a time and place determined by the Executive Board.  The purpose of the meeting will be presentation of annual reports from the Executive Officers and transaction of other business that may come before the meeting.  The time and place of the business meeting shall be announced by the Secretary at least 30 days prior to the meeting along with an agenda.

V. Quorum

A quorum to conduct the business of HEDW shall exist when two-thirds of the members of the HEDW Executive Board are present at an Executive Board meeting. Votes that impact the fundamental business of HEDW, such as changes to the Bylaws, require approval by a minimum of two-thirds of the HEDW Executive Board

VI. Standing Orders

HEDW Executive Board will need to periodically document procedures and other information relating to the operation of HEDW.  The details normally will not warrant a place in the bylaws.  This information is considered HEDW Standing Orders.

Adoption, modification, or revocation of HEDW Standing Orders may be approved by a simple majority vote of the HEDW Executive Board.

These bylaws will prevail in any dispute between the HEDW Standing Orders and these bylaws.

VII. Elections and Other Votes of the Membership

Elections and other votes of the HEDW membership may be conducted via an electronic survey tool or at the annual business meeting.  The HEDW membership must be notified and receive pertinent materials at least 30 days in advance of the close of voting and must have at least 14 days to register their vote.

In the event of a tie during an election, a coin toss will determine the outcome.  In the event of a tie during other votes, a vote of the Executive Board will determine the outcome.
 

VIII. Vacancies

  1. Vacancies at the end of the fiscal year

If a member of the Executive Board resigns their position or moves to another position on the Executive Board after one year in office, the membership shall elect a replacement to fill the remaining one-year term.

  1. Vacancies during the fiscal year

If the President cannot finish their term, the Past President shall accede immediately and then return to the position of Past President when a new President is elected.  If the Past President cannot finish their term, the President shall nominate a current or previous Executive Board member to be voted on by the Executive Board. If both the President and Past President positions are vacated, an election shall be held as soon as possible. The Secretary shall serve as acting President until a new one is elected. If the Secretary, Treasurer, or Communication Chair position is vacated during the fiscal year the President shall nominate a member of the Executive Board to be voted on by the Executive Board.  The resulting membership representative vacancy shall be filled like any other, as described below.

If, during their first year in office a membership representative vacates his/her position or is removed as described in Section I.3, the President shall nominate a replacement to be voted on by the Executive Board.  The second year of the term will be filled through the normal election process. If a membership representative vacancy occurs during the second year of a term, the Executive Board has the option to fill the position for the remainder of the year if more than six months remain in the term.  Otherwise, the vacancy shall remain until the position is filled through the normal election process.
 

IX. Fund, dues, and fees

HEDW may levy membership dues and/or fees. Changes in the dues and/or fees require approval by two-thirds of the members of the HEDW Executive Board. If levied, membership dues and/or fees shall be for the fiscal year beginning May 1.
 

X. Compensation for Reasonable Services Rendered

No member of the Executive Board shall be compensated for serving.  The Executive Board may authorize reimbursement for reasonable and customary expenses as defined in the Standing Orders.

Members of the Executive Board shall be eligible for scholarships or other awards available to all HEDW members and unrelated to leadership service.

 

XI. Rules of Procedure

Robert’s Rules of Order shall govern the conduct of business except where superseded by the Constitution and/or Bylaws.  The Secretary will function as Parliamentarian.

 

XII. Finances

The President and Treasurer are the only signatories for the HEDW.

The HEDW will procure and maintain appropriate insurance for the HEDW and its events and operations.

A cash reserve will be maintained sufficient to provide for the operation of the HEDW should unforeseen circumstances arise that affect the incoming revenue to the HEDW.

The Treasurer will prepare a budget each year for presentation to and adoption by the Executive Board.

The Treasurer is responsible for completing all regulatory filings required by law.  The filings should be presented to the Executive Board for approval by a simple majority vote of the Executive Board.

 

XIII. Conflict of Interest Policy

The purpose of this policy is to protect the HEDW’s interest when considering a transaction that might benefit the private interest of a member of the Executive Board.  This policy is not intended to replace or supersede institutional policies for members of the Executive Board or applicable state and federal laws.

Members of the Executive Board must disclose the existence of a financial interest exceeding $25 in value.  That disclosure must be made to the entire Board prior to any action involving that interest.  The Board will then review the transaction and determine if a conflict of interest exists.  The Board will then determine whether to proceed with the transaction.  All of the conversation and actions should be recorded in the minutes.

Failure to disclose an actual or potential conflict of interest should be reported to the Board for potential action including removal from the Board.