CONSTITUTION
OF THE
CLARION STUDENTS' ASSOCIATION OF
CLARION UNIVERSITY OF PENNSYLVANIA
ARTICLE I:
NAME
The name of this Association shall be the Clarion Students’ Association of Clarion
University of Pennsylvania, herein referred to as CSA.

ARTICLE II:
OBJECT
Per Act 188 of 1982, the object of CSA shall be to fix student activity fees and supervise
the collection, retention, and expenditure thereof, in cooperation with the president of
Clarion University. Additionally, CSA may buy, lease, and sell at retail school supplies
and other related merchandise with any profits and/or income derived from said activities
used exclusively and solely for the purpose of supporting the athletic, cultural, recreational,
social, and integrated learning activities of Clarion University.

ARTICLE III:
MEMBERSHIP
Membership in CSA shall consist of all Clarion University students who pay the Student
Activity Fee.

ARTICLE IV:
BOARD OF DIRECTORS
Section 1 – Type of Membership. The membership of the CSA Board of Directors shall
consist of both voting and advisory members.
Section 2 – Voting Members. Voting members of the Board shall include the President
of Student Senate; the Vice President of Student Senate; the Vice President for Rules and
Regulations of Student Senate; the Treasurer of Student Senate; the Secretary of Student
Senate; the President of the Venango Student Senate; the Vice-President of the Venango
Student Senate; the Treasurer of the Venango Student Senate; four (4) students at-large
comprised of: one (1) student from the Venango Campus appointed by the Venango
Student Senate and three (3) students from the Clarion Campus appointed by the Clarion
Student Senate, all with the approval of the President of Clarion University; two (2) Clarion
University Alumni members*; and two (2) faculty members*. * In the event that a faculty
member, or alumni member who is also a university employee, is subject to the Public

Official and Public Employees Ethics Act, he/she will serve their term as an ex-officio
member.
Section 3 – Advisory Members. Advisory members of the Board shall consist of the Vice
President of Student Affairs; the Vice President for Finance and Administration; the
Assistant Vice President of Student Affairs, Director of Student Engagement and
Development, and the Student Trustee, with the approval of the President of Clarion
University; and anyone else who the Board of Directors deems necessary to appoint and
who consents to serve, with the approval of the President of Clarion University. *In the
event that a faculty member, or alumni member who is also a university employee, is
subject to the Public Official and Public Employees Ethics Act, he/she will serve their term
as an ex-officio member.
Section 4 – Term of Office. Members of the Board shall serve for the following terms
of office:
a. The President, Vice President, Vice President for Rules & Regulations,
Treasurer, and Secretary of Student Senate and the Student Trustee shall serve
on the Board of Directors for the duration of their term in those positions.
b. The four (4) students at-large shall serve from the time of their appointment
until graduation or such time that they resign or are disqualified.
c. Alumni members shall serve terms of three (3) years with a limit of no more
than two (2) consecutive terms. At the end of each term, the Board of Directors
may reappoint the representative, if eligible, or appoint a new representative.
d. The Faculty members shall serve terms of three (3) years with a limit of no
more than two (2) consecutive terms. At the end of each term the Board of
Directors may reappoint the representative, if eligible, or appoint a new
representative with the approval of the President of Clarion University.
e. Advisory members shall serve the following terms:
The Vice President for Student Affairs and the Vice President for Finance
and Administration, the Assistant Vice President of Student Affairs, the
Director of Student Engagement and Development, and/or their designees,
shall serve as advisory members on the CSA Board of Directors during the
duration of their employment in those positions with Clarion University.
Section 5 – Authority. The Board of Directors shall have authority to administer corporate
responsibilities. The Board’s authority shall not extend to issues and matters related to
student government, recognition, and operation of Recognized University Organizations
and Recognized Student Organizations.
Section 6 – Policies. The Board of Directors shall be responsible for the development,
adoption, and implementation of corporate policies regarding; personnel, investment, fiscal
operations, salaries, contracting, insurance, and other fiduciary functions, as well as the
collection, retention, and expenditure of Student Activity Fee monies, in cooperation with
the president of Clarion University.

Section 7 – Reporting. The Board of Directors shall present a report of its meetings to the
Clarion Student Senate along with such recommendations or actions that would require
Student Senate approval or concurrence.
Section 8 – Board Compensation. All Board members shall serve without pay. The Board
may approve the payment of travel expenses and other expense incurred by Board members
for activities directly related to the performance of their duties.
Section 9 – Board Vacancies. Any vacancy shall be filled with an appointment of a new
representative from the organization creating that vacancy. The new member shall serve
for the remainder of the former member’s term.

ARTICLE V:
OFFICERS
Section 1 – Officers. The officers of the CSA Board of Directors shall be the
Chairperson and Vice-Chairperson
a. Chairperson. The Chairperson shall be one (1) of the four (4) at-large student
members. The Chairperson’s duties shall include but are not limited to:
presiding over all meetings of the Board, casting the deciding vote when
needed, and presiding over meetings of the Executive Committee. The
Chairperson is also authorized to call for a special meeting.
b. Vice Chairperson. The Vice Chairperson shall be any of the remaining atlarge student members, including the Venango College at-large student. The
Vice Chairperson shall report to the Clarion Student Senate after each regular
meeting of the CSA Board of Directors. He or she shall also perform the duties
of the Chairperson when the Chairperson is absent or unable to perform their
duties.
Section 2 – Officer Terms – The term for the Chairperson and the Vice Chairperson
shall end with their graduation or removal from the position or from the board.
Section 3 – Election. The election for the Chairperson and the Vice Chairperson shall be
at either the 1st board meeting of the fall semester or the 1st of the spring semester, prior to
the graduation of the current office holder.
Section 4 – Special Election. A special election may be held at the next board meeting
following the officer vacancy.

ARTICLE VI:
MEETINGS
Section 1 – Regular Meetings. A regular meeting of the Board of Directors shall be held
twice a semester during the academic year.

Section 2 – Special Meetings. Any member of the Board of Directors can call for a special
meeting. The request shall be made to the Board Chairperson, who is authorized to call a
special meeting. All special meetings must have at least twenty-four (24) hours advance
notice.
Section 3 – Quorum. Quorum shall be met when two-thirds (2/3) of the sitting voting
members of the Board are present at a meeting.
Section 4 – Attendance. Members of the Board shall not be allowed to miss any
unexcused regular, and/or two (2) unexcused committee meetings per academic year.
Excuses should be sent to the Executive Director, Chairperson, or the committee
chairperson, respectively. Should such attendance be violated, it shall be the responsibility
of the Board to vote on whether that member should be removed from the Board.

ARTICLE VII:
EXECUTIVE COMMITTEE
Section 1 – Membership. The Executive Committee shall consist of the Chairperson of
the Board of Directors, the Vice Chairperson of the Board of Directors, the President of
Student Senate, the Vice President of Student Senate, and the Treasurer of Student Senate.
Section 2 – Duties. It shall be the duty of the Executive Committee to have and exercise
the powers and authority of the Board of Directors between meetings of the Board and to
submit, for authorization or ratification, its plan or acts to the Board.
Section 3 – Meetings. The Executive Board shall establish meetings if needed.

ARTICLE VIII:
STANDING COMMITTEES
Section 1 – Administrative Committee. The Administrative Committee shall be
responsible for the oversight of the Clarion Students’ Association’s employee evaluations
and for adapting the current evaluation technique or creating new evaluation techniques
when it is deemed necessary. It shall also be responsible for assuring a yearly evaluation
of the CSA Executive Director is completed for the review and approval of the Board of
Directors. This committee shall consist of at least four (4) members of the Board of
Directors to be appointed by the Chairperson of the Board of Directors.
Section 2 – Investment and Finance Committee. The Investment and Finance
Committee shall monitor the investments of the Clarion Students’ Association, report to
the Board of Directors at the beginning of each academic year on the condition of
investments, and develop investment strategies for the Board. This committee shall consist
of at least four (4) members of the Board of Directors to be appointed by the Chairperson
of the Board of Directors.
Section 3 – Business Operations Committee. The Business Operations Committee shall

be responsible for an annual evaluation of the operation of the University Book Store, shall
meet each month of the academic year with the manager of the University Book Store, and
shall have at least one meeting each month of the academic year with the Clarion Student
Senate Student Facilities Committee. This committee shall consist of at least four (4)
members of the Board of Directors to be appointed by the Chairperson of the Board of
Directors. A representative from the Clarion Chamber of Business and Industry will be
appointed by the Clarion Chamber of Business and Industry Board of Directors to act as
advisory to the Business Operations Committee. This individual will act as a liaison
between the Clarion Students’ Association and the community.
Section 4 – Appropriations Committee. The Appropriations Committee shall meet when
Capital, Large Item Capital, Supplement Reserve, or Special Project requests for funding
by RUO’s are submitted to the Board. The Appropriations Committee will review the
requests for supplemental funding and make a recommendation to the full board at the next
regularly scheduled board meeting. If the request is an emergency or time sensitive, then
the Appropriations Committee may request an email vote at their discretion be initiated by
the Executive Director. In addition, during the annual budgeting process, the
Appropriations Committee shall review all RUO budget requests for funding, meet with
advisors and officers of the RUO’s to review the budget requests, make recommendations
based on the outcome of the budget requests and budget review sessions, and hold appeals
for those RUO organizations who request them.

ARTICLE IX:
University Oversight
Section 1 – Affiliation. As the purpose of the Clarion Students’ Association is to promote
and support the educational programs of Clarion University, and as any profits and income
derived by its corporate activities must be used exclusively and solely for said purpose, the
CSA exists as an affiliate organization of Clarion University and is subject to the
University’s oversight.
Section 2 – Administrative Oversight. It shall be the responsibility of the Vice President
for Student Affairs to ensure that the corporate operations of the Clarion Students’
Association is conducted in compliance with the appropriate Board of Governors and
University policies and procedures.

ARTICLE X:
MANAGEMENT
Section 1 – Executive Director. The Executive Director shall manage the operations of
the Corporation and be accountable to the Board of Directors for that management.
Section 2 – Accounting. All corporate funds administered through the corporation shall
be deposited and disbursed through the CSA Office following generally accepted
accounting principles.

Section 3 – Reporting. The CSA Executive Director shall prepare and present a
management report at each regular meeting of the Board.

ARTICLE XI:
PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall
govern the Association in all cases to which they are applicable and in which they are not
inconsistent with these bylaws and any special rules of order the Association may adopt.

ARTICLE XII:
AMENDMENTS
Section 1 – Notification. This document may be amended at any regular meeting of the
Board, provided that the proposed amendment(s) has been provided to the members, in
writing, at least seven (7) days in advance. A 2/3 vote of the voting members present at a
meeting where quorum is met is required to amend this constitution. Once approved by the
Board, the proposed amendment must also be approved by the President of Clarion
University.
Section 2 – Effective Date. All constitutional amendments shall become effective upon
their approval by the President of Clarion University.

Adopted May 24, 2014
Amended December 12, 2016
Amended April 25, 2017
Amended March 15, 2019
Amended April 14, 2020