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Notice of Meeting for Electing Officers

NOTICE OF MEETING OF MEMBERS
FOR PURPOSES OF ELECTING OFFICERS AND CERTAIN DIRECTORS

To Be Held March 6, 2018

Notice is hereby given to the Members of National Association of Educational Procurement, Inc., a New York Not-For-Profit corporation (“NAEP”) of a Meeting of Members, to be held on March 6, 2018 at 10:00 A.M., Eastern Standard Time, at NAEP’s executive offices located at 8840 Stanford Blvd, Suite 2000, Columbia, Maryland, 21045, for the following purposes:

    1. To elect a nominee to the office of President.

    2. To elect a nominee to the office of Senior Vice-President.

    3. To elect a nominee to the office of First Vice-President.

    4. To elect a nominee to the office of Second Vice-President.

    5. To elect a nominee to the office of Treasurer for a term of 5 years

    6. For the Members of District I only, to elect one nominee to the Board of Directors to serve for a term expiring at the 2021 Annual Meeting of the Members.

    7. For the Members of District IV only, to elect one nominee to the Board of Directors to serve for a term expiring at the 2021 Annual Meeting of the Members

    8. To transact such other business as may properly come before the Meeting and any adjournments thereof.

Only the designated representative of Voting Members, as defined in the NAEP Bylaws, will be entitled to vote at the Meeting or any adjournment or postponement of the Meeting. Legal representatives may only vote subject to, and in accordance with, the terms of valid written proxies.

You are cordially invited to attend the Meeting.  Whether or not you plan to attend the Meeting, please visit NAEP's voting page here to view details about the candidates and submit your ballot.

(Please note that you must be logged in to the NAEP website to cast your vote.)

BY ORDER OF THE BOARD OF DIRECTORS
Melanie Freeman
Interim Chief Executive Officer and Secretary


PROXY STATEMENT

National Association of Educational Procurement, Inc.
8840 Stanford Boulevard, Suite 2000
Columbia, Maryland 21045

Meeting of Members – March 6, 2018

GENERAL

The enclosed Proxy is solicited by the Board of Directors of National Association of Educational Procurement, Inc., a New York not-for-profit corporation (“NAEP”), for use at the Meeting of the Members of NAEP to be held on March 6, 2018 (the “Meeting”), at 10:00 A.M., Eastern Standard Time, at NAEP’s executive offices located at 8840 Stanford Blvd., Suite 2000, Columbia, Maryland, 21045, or any adjournment or postponement of the Meeting.  Such solicitation is being made by mail and e-mail and may also be made by directors, officers and employees of NAEP.  Any Proxy given pursuant to such solicitation may be revoked by the Member at any time prior to the voting thereof by so notifying NAEP in writing at the above address, attention: Melanie Freeman, Interim Chief Executive Officer and Secretary, or by appearing and voting in person at the Meeting.

In the absence of specific instructions, Proxies will be voted (to the extent they are entitled to be voted on such matters) by the designated representative in accordance with his or her best judgment.

All of the expenses involved in preparing and assembling this Proxy Statement and the material enclosed herewith will be paid by NAEP. 


VOTING PROCEDURES

Votes cast by proxy or in person at the Meeting will be tabulated by the election inspector(s) appointed for the Meeting and will determine whether or not a quorum is present. A majority of Voting Members in person or by proxy is required for quorum.

Abstentions are not counted as “for” or “against” votes, but are counted in the total number of votes present and entitled to vote for passage of a proposal. This has the effect of abstentions being treated as “no” votes.

NAEP has approximately 725 Voting Members. Each Voting Member will be entitled to cast one vote in person or by proxy for the election of officers, directors if applicable, and for all other matters voted on at the Meeting.

The election of each officer nominee (proposals 1 through 5) requires the affirmative vote of a plurality of Voting Members present and entitled to vote, whether in person or by proxy, at the Meeting. The election of each District Director (proposals 6 & 7) requires the affirmative vote of a plurality of Voting Members from each applicable District who are present and entitled to vote, whether in person or by proxy, at the Meeting.


PROPOSALS 1 to 4: ELECTION OF OFFICERS

Nomination and Election of Officers

2017/2018 Nominating Committee Members

  • Kelly Kozisek, Oregon State University
  • Rosey Murton, Florida State University
  • Nichol Luoma, Arizona State University
  • Kevin Holmes, Oklahoma State University
  • Travis Ball, Texas A&M University - Commerce
  • Mike LaGrassa, University of Massachusetts Dartmouth
  • Michael McNamara, Northeastern University
  • Elizabeth Moss, University of Maryland, Baltimore County
  • LaDonna Purcell, Morehead State University
  • Laura Baessler, formerly of Wilmington College
  • Sara Luther, University of Nebraska - Lincoln
  • Raymond Hsu, University of Washington

At the Meeting, the Officers are to be elected to hold office until the 2019 Annual Meeting or until successors are elected and have qualified. The Nominating Committee has recommended the following nominees:

  • President: Nichol Luoma, Arizona State University
  • Senior Vice-President: Kevin Holmes, Oklahoma State University - Tulsa
  • First Vice-President: Travis Ball, Texas A & M University - Commerce
  • Second Vice-President: Kevin Carr, University of Maine System OR Doug Vandenboom, Eastern Washington University

In the event that one or more of the above named persons shall become unavailable for election, votes will be cast pursuant to authority granted by the enclosed proxy for such person or persons as may be designated by the Board of Directors.


PROPOSAL 5: ELECTION OF TREASURER

At the Meeting, A Treasurer is to be elected to hold office until the 2023 Annual Meeting or until his or her successor is elected and qualified.  The District III Nominating Committee has recommended the following nominee: Byron Burr Millsap, University of Oklahoma (unopposed).

 


PROPOSAL 6: ELECTION OF DISTRICT DIRECTORS

At the Meeting, Voting Members of District I are to elect the District I Director to hold office until the 2021 Annual Meeting or until his or her successor is elected and qualified.  The District I Nominating Committee has recommended the following nominee: Matthew Larson, University of Connecticut (unopposed).

2018/2019 District I Nominating Committee is led by the current District representative: Michael McNamara, Northeastern University


PROPOSAL 7: ELECTION OF DISTRICT DIRECTORS 

At the Meeting, Voting Members of District IV are to elect the District IV Director to hold office until the 2021 Annual Meeting or until his or her successor is elected and qualified. The District IV Nominating Committee has recommended the following nominee: Daniel Martens, University of Southern Indiana OR Nancy Murray, Valparaiso University

2018/2019 District IV Nominating Committee is led by the current District representative: Laura Baessler, formerly of Wilmington College

 


PROPOSAL 8: OTHER MATTERS

The Board of Directors does not intend to bring before the Meeting any business other than as set forth in this Proxy Statement, and has not been informed that any other business is to be presented to the Meeting. However, if any matters other than those referred to above should properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote such Proxy in accordance with their best judgment.

In order to view the qualifications and resume of the nominees for 2nd VP, Treasurer, District I, and District IV, log into the electronic voting system at www.Naepnet.org. Please execute and submit the enclosed Proxy via the electronic voting system at http://www.naepnet.org/page/Elections if you are a designated representative of a Voting Member. The electronic submission of a Proxy will not prevent your attending the Meeting and voting in person.

 

BY ORDER OF THE BOARD OF DIRECTORS

 
Melanie Freeman
Interim Chief Executive Officer and Secretary



NAEP National Office, 8840 Stanford Boulevard, Suite 2000, Columbia, MD 21045
Tel: 443.543.5540 • Fax: 443.219.9687

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