ARTICLE I
NAME
The name of the Corporation is The Association of Collegiate Conference and Events Directors – International.
ARTICLE II
PURPOSE AND MISSION
Section 1. The purpose of the Association shall be:
A. To unite in one organization those persons whose major responsibility is to provide conference and events services to their educational organizations;
B. To provide high standards of business methods and ethical conduct among its members;
C. To encourage a fraternal spirit and cooperation in the business affairs of its members;
D. To encourage communication and the sharing of ideas and information among professional colleagues;
E. To encourage member institutions to view their conference and events personnel as professional level employees;
F. To promote the profession;
G. To encourage and support the professional development of the membership.
Section 2. Mission
The mission of this Association shall be to promote and advance the collegiate conference and events profession and to set the industry standards of excellence.
ARTICLE III
MEMBERSHIP
Section 1. Classification
There shall be seven classifications of membership: Institutional, Individual, Corporate, Alumni, Associate, Student and Honorary.
Section 2. Qualifications and Privileges
A. Institutional membership allows for four (4) currently employed individual professional members and one (1) full-time matriculating undergraduate or graduate member in good standing at any college or university. Each person shall be eligible to vote, be eligible to hold elected office, and serve on committees and Action Teams.
B. Individual membership shall be any person currently employed in the field of collegiate conference and event management but not employed by an organization that is eligible for a corporate or associate membership. Each member shall be eligible to vote, be eligible to hold elected office, and serve on committees and Action Teams.
C. Corporate Membership allows for three (3) representatives from a business/corporation/company/foundation that supports or provides services for those in the field of conferences and event management. Corporate membership has the privilege of one (1) voting member. Corporate members are not eligible to hold positions on the Board of Directors, as Regional Leaders, or as Action Team or committee Chairs but can serve on committees and Action Teams.
D. Alumni membership shall be any individual who has retired from the collegiate conference and events profession and is not currently employed by a hotel, conference center, or other employer in the hospitality industry. This membership does not include voting privileges, is not eligible to hold positions on the Board of Directors, as Regional Leaders, or as Action Team Chairs, but can serve on committees and Action Teams. Each member shall have access to resources of ACCED-I available to members in good standing.
E. Associate Membership shall be any nonprofit association or organization other than an institution of higher education. This membership for one person does not include voting privileges, is not eligible to hold positions on the Board of Directors, as Regional Leaders, or as Action Team or committee Chairs, but can serve on committees and Action Teams. Each member shall have access to resources of ACCED-I available to members in good standing.
F. Student membership shall be any full-time matriculating undergraduate or graduate student in good standing with his/her institution. The student member shall be allowed to vote, be eligible to hold elected office, and can serve on committees and Action Teams.
G. Honorary membership shall be any individual, who, as determined by the Association, deserves tribute and recognition for his or her contributions to the profession of collegiate conference and events management and is nominated by a member of the Association. Said member shall be allowed to vote but is not eligible to hold positions on the Board of Directors, as Regional Leaders, or as Action Team or committee Chairs, but can serve on committees and Action Teams.
Section 3. Payment of Dues and Termination
A. Any individual eligible for membership may become a member upon completion of application and payment of first annual dues to the organization. Honorary members shall be excluded from paying dues.
B. All members shall pay annual dues on the date set by the organization.
C. In the event that any member shall become delinquent in the payment of dues for thirty (30) days, such member shall be notified of being in default and suspended from the organization until such time as the dues are paid. During suspension, said member will not receive any benefits of the organization.
ARTICLE IV
BOARD OF DIRECTORS AND OFFICERS
Section 1. Duties and Quorum
It shall be the duty of the Board of Directors to 1) oversee the general management of the affairs of the Association; 2) determine the policies of the Association; and 3) set the dues of the organization.
A majority of the Board members shall constitute a quorum.
Section 2. Approvals
The Board shall approve all committee, Ad Hoc Group, Action Team, and Board appointments made by the President, approve the budget of the Association, and approve all civic, educational, and social programs of the Association.
Section 3. Composition
The Board of Directors of the Association shall consist of 11 individuals. Directors shall be elected at-large. Four (4) of the elected directors shall serve as officers on the Executive Committee: President, President-Elect, Treasurer, and the Immediate Past President. The Executive Director shall serve as a non-voting ex-officio member of the Board. The President shall appoint a Recording Secretary from the current Board members. That position shall be approved by the Board.
The officers shall be elected by the Board of Directors from current Directors. Elections shall be held at a time determined by the Board of Directors, but before the announcement of the ballot for the Board of Directors.
The President-Elect shall automatically succeed to the office of President at the close of the Annual Business Meeting. The out-going President becomes the Immediate Past President.
Section 4. Director Eligibility
An individual must be a voting representative of an Institutional or Individual member category in good standing and shall have at least two (2) years combined ACCED-I leadership experience in any of the following positions: regional director, regional director-elect, standing committee chair, ad hoc committee chair, project team chair, action team chair, or conference hospitality chair in order to be nominated as a candidate for the Board of Directors.
A nominee to the Board of Directors shall have five (5) years of experience in conference and/or events management at an institution of higher education.
Other criteria for eligibility to stand for election are included in the Policies and Procedures.
Section 5. Officer Eligibility
An individual must have completed at least one (1) year of experience on the Board of Directors to be nominated for an officer position.
Section 6. Nominations
A Nominations Committee shall be appointed by the President and approved by the Board. It shall solicit nominations from the general membership for Director candidates at least sixty (60) days prior to the date set for election voting. Once the Board approves the ballot, the official Ballot with all nominated candidates shall be published and disseminated to each voting member no later than fifteen (15) days prior to the close of election voting.
Section 7. Elections
The Directors shall be elected by the Association’s general membership via electronic ballot prior to the Association’s Annual Business Meeting. Proxy votes are not permitted.
For the purposes of this Section 7, a quorum shall be the number of members participating in the vote. The candidate(s) receiving the largest number of votes shall be elected as Director(s). Results of the balloting shall be announced prior to the Annual Business Meeting.
If a tie impacts the identification of an incoming Director position, a run-off election will be completed within thirty (30) days.
Section 8. Terms of Office
The Board of Directors shall assume office immediately following the Association’s Annual Business Meeting. The Directors shall serve one, four (4) year term. Officers shall serve a one (1) year term except for the Treasurer whose term is for two (2) years. Members eligible to run for the Board of Directors may serve only one elected term as a Director, one elected term as Treasurer, and one term each as President-Elect, President, and Immediate Past President. Terms shall be staggered in such a manner as determined by the Board of Directors.
Section 9. Vacancies
In the case of a vacancy on the Board (excepting the office of President), the President shall have the power to appoint an eligible member in good standing to fill the same for the remainder of the term. The appointment is subject to Board approval.
In the event of a vacancy in the office of the President, the President-Elect shall become acting President with all the powers of the President. The office of President-Elect shall remain vacant until the next scheduled balloting for President-Elect. The President-Elect shall subsequently serve his/her term of office as President.
In the event that the President becomes unable to serve in a year when there is no President-Elect in office, the Board of Directors shall appoint an interim President, selected from the current Board of Directors, to serve the remainder of the term.
In the case of a vacancy in the office of Immediate Past President, the President shall appoint a former Past President to fill the vacancy subject to the approval of the Board.
In the case of a vacancy in the office of the Treasurer, the President shall appoint an eligible Director to fill the same for the remainder of the term. The appointment is subject to the approval of the Board
Any person appointed to fill a Director vacancy may run for election as a Director for one additional term as described in Article 4 Section 7.
Any person appointed to fill an Officer vacancy may be elected by the Board for one additional term.
Section 10. Duties of the President
The President shall be the Chief Elected Officer of the organization. The President shall preside at all meetings of the Association and of the Board, and shall Chair the Executive Committee. The President shall appoint the chairperson of all committees, Ad Hoc Groups, and Action Teams subject to the approval of the Board of Directors.
Section 11. Duties of the President-Elect
The President-Elect shall preside at the meetings of the Association and of the Board in the absence of the President. In the event that a vacancy occurs in the office of President, the President-Elect shall become acting President with all the powers of the President.
Section 12. Duties of the Treasurer
The Treasurer shall have authorization/approval responsibility for all expenditures over an amount specified by the Board of Directors. The Treasurer shall chair the Finance/Audit Committee. The Treasurer shall be required to submit an annual accounting and budget, both of which shall be approved by the Board of Directors and shall be made available to all members at the Annual Business Meeting. The Treasurer shall ensure that appropriate General Liability and Directors & Officers Liability insurance is secured according to the limits set by the Board and reviewed as necessary.
Section 13. Duties of the Immediate Past President
The Immediate Past President shall be responsible for conducting the annual performance review of the Executive Director, including assessment of the evaluation tool. The Immediate Past President shall perform such other duties as may be assigned by the President or by the Board of Directors.
Section 14. Voting
Each member of the Board of Directors who is present in person shall be entitled to one vote on each action item at the meeting of the Board, with the exception of the Executive Director. There shall be no voting by proxy. At all meetings of the Board, a majority shall be necessary to constitute a quorum, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board.
Section 15. Meetings and Special Meetings
Meetings of the Board may be called by the President on ten (10) days’ notice in writing to each Director. A meeting shall be called by the President or the Recording Secretary on the request of six (6) Directors.
Special meetings of the Board may be called by the President or the Recording Secretary on the request of six (6) Directors with forty-eight (48) hours’ notice in writing to each Director.
In anticipation of or during an emergency, where a quorum of directors cannot be readily obtained due to a catastrophic event, the Board may hold emergency meetings and bind the Association with less than a quorum and do such other acts as provided in the Colorado Revised Nonprofit Corporations Act.
Section 16. Action without a Meeting
Any action of the Board of Directors may be taken by written action signed by the number of Directors that would be required to take the same action at a meeting of the Board at which all Directors were present. The written action is effective when signed by the required number of Directors unless a different effective time is provided in the written action.
When written action is permitted to be taken by less than all Directors, all Directors shall be notified immediately of its text and effective date. Action taken pursuant to this section may be transmitted or received by mail or by facsimile, e-mail, or other form of communication permitted by the Act and must be in a form sufficient to identify (i) the Director or committee member; (ii) the Director’s or committee members’ vote, abstention, demand, or revocation; and (iii) the proposed action to which such vote, abstention, demand or revocation relates.
For purpose of this section, communication to the Association is not effective until received.
Section 17. Resignation
A member of the Board may resign at any time by giving written notice to the President. The resignation shall be effective when the notice is received by the Association unless the notice provides for a later effective date.
Section 18. Officer RemovalOfficers serve at the pleasure of the Board of Directors. Any officer of the Board of Directors may be removed with or without cause by the affirmative vote of two-thirds (2/3) of the Board (excluding the officer in question) at a regular or special meeting at which a quorum is present.
Notification of the meeting and proposed officer removal agenda item must be provided to the Board in accordance with the notification clauses for a regular or special meeting of the Board.
Officers removed in this manner may not be reappointed to the Board of Directors nor stand for re-election.
If an officer’s membership classification changes to a non-qualified membership status due to an employment change, the officer is removed effective upon the change in membership status.
Section 19. Removal of Directors A petition to remove a Director from the Board, either with or without cause, signed by twenty-five (25) members in good standing, may be presented to the President of the Board. If the Annual Business Meeting is more than sixty (60) days from the date the petition is received by the Board, the Board shall call a special meeting for the purpose of removing such Director. The Annual Business Meeting Notice, or the special meeting notice, shall state that the purpose, or one of the purposes of the meeting shall be to vote on the removal of a Director.
Electronic notice of the motion for removal of a Director shall be given thirty (30) days in advance to each member.
To remove a Director, a majority of the members in attendance at a special meeting or a majority of members voting on the proposed motion shall be sufficient to remove a Director.
Additionally, a Director may be removed for cause by the vote of at least eight (8) Board Members. “Cause” shall be determined in the sole discretion of the Board of Directors.
If a Director’s membership classification changes to a non-qualified membership status due to an employment change, the officer is removed effective upon the change in membership status.
Section 20. Telecommunication Meetings
Directors, Officers, or the members of any committee of the Board may participate in a regular or special meeting by, or conduct the meeting through the use of any means of communication by which all members participating may hear each other during the meeting. Persons participating in a meeting by this means are deemed to be present in person at the meeting.
Section 21. Compensation
The compensation, if any, of the Executive Director shall be as determined from time to time by the Board of Directors, or by any Officer or a committee to which such authority has been delegated by the Board of Directors.
Directors, Officers, and committee members shall not receive compensation for their services as such; however, the reasonable expenses of Directors, Officers, and committee members for attendance at meetings may be paid or reimbursed by the Association. Directors and committee members shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Association in any other capacity.
Section 22. Conflicts of Interest
A Director, Officer, or committee member shall promptly disclose to the Board the material terms of any proposed transaction or action involving the Corporation with respect to which such person may have a conflict of interest. The disclosure shall include all material facts regarding the terms of the transaction, and any relationship that the person may have with other parties involved in the transaction. Should a conflict of interest exist, the Board shall comply with the requirements of the Nonprofit Act and its duly adopted Conflict of Interest Policy.
ARTICLE V
COMMITTEES
The Board of Directors may designate and appoint one or more committees of the Board of Directors which shall have and exercise the authority of the Board of Directors as granted in the resolution appointing the committee. The appointment of any such committee and the delegation of authority thereto shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed upon her/him by law.
Section 1. Executive Committee
There shall be an Executive Committee composed of the Officers and the Executive Director (ex officio), which shall have all the powers of the Board of Directors to transact business between Board meetings in accordance with rules established by the Board. Actions required between Board meetings shall be ratified at the next meeting of the Board of Directors.
Section 2. Nominations Committee
A Nominations Committee shall be constituted as follows: 1) one member to be nominated and elected by the general membership; 2) one member appointed by the President; 3) and one member appointed by the President as Chair of the committee. Appointments shall be approved by the Board. Members shall serve no more than one, staggered three-year term.
The committee shall solicit nominations from the general membership for Director candidates at least sixty (60) days prior to the date set for election voting. Once the Board approves the ballot, the official Ballot with all nominated candidates shall be published and disseminated to each voting member no later than fifteen (15) days prior to the close of election voting.
Section 3. Finance/Audit Committee
A Finance/Audit Committee shall be constituted as follows: 1) the Treasurer shall chair the committee; 2) up to three (3) members may be appointed by the President and approved by the Board of Directors. Members may serve no more than one, two-year term on a staggered basis.
The committee is responsible for reviewing proposed budgets, recommending financial policies for the Association, and for oversight or review of the independent audit review as requested. All recommendations of the committee are subject to approval by the Board of Directors.
Section 4. Leadership Development Action Team
The elected leaders from each specified geographic region of the Association, shall include a Regional Director, Regional Director-Elect, and Immediate Past Director. The election process shall be determined in coordination with the headquarters’ office. The Leadership Development Action Team receives its mandate from and shall be responsible to the Board of Directors.
Section 5. Establishment
Committees, Ad Hoc Groups, and Action Teams may be established from time to time as appropriate and approved by the Board of Directors. A chairperson shall be appointed by the President, approved by the Board, and shall be responsible to the Board of Directors. Ad Hoc Groups shall dissolve at the completion of their work.
Section 6. Function and Membership
The Board shall define the function of each committee, Ad Hoc Group, and Action Team. Appointments to each committee, Ad Hoc Group, and Action Team shall occur as soon as practical following the Annual Business Meeting of the Association and submitted to the Board for approval by each chairperson.
Section 7. Terms
Other than where provided for in these bylaws, committee membership shall begin after the Annual Business Meeting and run for one (1) year. Action Team chairs serve a two (2) year term.
ARTICLE VI
ANNUAL BUSINESS MEETINGS AND SPECIAL MEETINGS
Section 1. Annual Business Meeting
The Association shall hold an Annual Business Meeting at the time and place designated by the Board, for the purpose of transacting all business as shall come before it.
Section 2. Special Meetings
Special meetings of the Association shall be called by the President or any three members of the Board of Directors, with twenty (20) days written notice. A special meeting shall be called at such time and place as the Board may select upon a petition of twenty-five (25) members in good standing within thirty (30) days after receipt by the President of such petition. The Recording Secretary shall give thirty (30) days written notice of any special meeting to each member.
Section 3. Quorum
The members in attendance shall constitute a quorum to transact any business duly presented at any meeting. Unless otherwise set forth in these Bylaws, the Articles of Incorporation, or the Colorado Revised Nonprofit Corporation Act (“Nonprofit Act”), a majority of a quorum shall be required to approve any action that comes before the membership at such meeting.
Section 4. Action Without a Meeting
Any action that may be taken at any annual, regular or special meeting of membership may be taken without a meeting if the Association delivers an electronic ballot to every member entitled to vote on the matter.
The electronic ballot shall 1) set forth each proposed action, and 2) provide an opportunity to vote for or against the proposed action. All solicitations for votes by written ballot shall a) indicate the number of responses necessary to meet the quorum requirements; b) state the percentage of approvals necessary to approve each matter other than the election of directors; c) specify the deadline by which the ballot must be received in order to be counted; and d) be accompanied by written information sufficient to permit each person voting to reach an informed decision. Cast ballots may not be revoked.
ARTICLE VII
PARLIAMENTARY AUTHORITY
The rules contained in Roberts’ Rules of Order Newly Revised shall govern all meetings in all cases in which they are not inconsistent or in conflict with these Bylaws, the Articles of Incorporation, or the Nonprofit Act.
ARTICLE VIII
AMENDMENTS
Section 1. Proposals
These Bylaws may be amended, altered or repealed and new Bylaws proposed by the Board of Directors of the Association, provided that such amendment or revision does not disqualify the Association under § 501(c)(6) of the Internal Revenue Code. Any amendments made to Article II must also be made in the Articles of Incorporation.
Section 2. Vote
Proposed amendments shall be adopted by the Board of Directors of the Association by a two-thirds vote of the Directors present at any meeting of the Board at which a quorum is present, subject to the rights of the voting members to override such decision according to the following procedures:
1) Notice of all amendments, alterations or repeal of the Bylaws or adoption of new Bylaws shall be given to the voting members of the Association within fifteen (15) days of the Board action;
2) Should at least ten (10) percent of the voting members wish to override the action of the Board, such members shall submit a signed petition requesting a membership vote to override the Board’s decision within thirty (30) days after notice of the Board’s decision is sent to the membership;
3) Upon confirmation by the Association that the necessary percentage of members has signed the petition, the Board of Directors shall submit the matter to the membership for a vote at the next Annual Business Meeting or via electronic ballot;
4) If a majority of the membership entitled to vote thereon votes to override the Board’s action, the amendment, alteration, repeal or adoption shall not become effective.
5) In the event that no petition is filed, the Bylaw amendment, alteration or repeal and adoption shall become effective upon expiration of the period for members to petition requesting a membership vote.
ARTICLE IX
IDEMNIFICATION
The Association shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, member of any committee of the Association, fiduciary or employee of the Association, against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because such person is or was a Director, officer, agent, member of any committee of the Association, fiduciary or employee of the Association, or because such person is or was serving another entity as a director, officer, partner, employee, fiduciary or agent or member of any committee at the Association’s request.
The Association may purchase and maintain insurance on behalf of a person who is or was a Director, officer, employee, fiduciary, agent or member of any committee of the Association.
ARTICLE X
FISCAL YEAR
The fiscal year of the Association shall be July 1 through June 30.
NAME
The name of the Corporation is The Association of Collegiate Conference and Events Directors – International.
ARTICLE II
PURPOSE AND MISSION
Section 1. The purpose of the Association shall be:
A. To unite in one organization those persons whose major responsibility is to provide conference and events services to their educational organizations;
B. To provide high standards of business methods and ethical conduct among its members;
C. To encourage a fraternal spirit and cooperation in the business affairs of its members;
D. To encourage communication and the sharing of ideas and information among professional colleagues;
E. To encourage member institutions to view their conference and events personnel as professional level employees;
F. To promote the profession;
G. To encourage and support the professional development of the membership.
Section 2. Mission
The mission of this Association shall be to promote and advance the collegiate conference and events profession and to set the industry standards of excellence.
ARTICLE III
MEMBERSHIP
Section 1. Classification
There shall be seven classifications of membership: Institutional, Individual, Corporate, Alumni, Associate, Student and Honorary.
Section 2. Qualifications and Privileges
A. Institutional membership allows for four (4) currently employed individual professional members and one (1) full-time matriculating undergraduate or graduate member in good standing at any college or university. Each person shall be eligible to vote, be eligible to hold elected office, and serve on committees and Action Teams.
B. Individual membership shall be any person currently employed in the field of collegiate conference and event management but not employed by an organization that is eligible for a corporate or associate membership. Each member shall be eligible to vote, be eligible to hold elected office, and serve on committees and Action Teams.
C. Corporate Membership allows for three (3) representatives from a business/corporation/company/foundation that supports or provides services for those in the field of conferences and event management. Corporate membership has the privilege of one (1) voting member. Corporate members are not eligible to hold positions on the Board of Directors, as Regional Leaders, or as Action Team or committee Chairs but can serve on committees and Action Teams.
D. Alumni membership shall be any individual who has retired from the collegiate conference and events profession and is not currently employed by a hotel, conference center, or other employer in the hospitality industry. This membership does not include voting privileges, is not eligible to hold positions on the Board of Directors, as Regional Leaders, or as Action Team Chairs, but can serve on committees and Action Teams. Each member shall have access to resources of ACCED-I available to members in good standing.
E. Associate Membership shall be any nonprofit association or organization other than an institution of higher education. This membership for one person does not include voting privileges, is not eligible to hold positions on the Board of Directors, as Regional Leaders, or as Action Team or committee Chairs, but can serve on committees and Action Teams. Each member shall have access to resources of ACCED-I available to members in good standing.
F. Student membership shall be any full-time matriculating undergraduate or graduate student in good standing with his/her institution. The student member shall be allowed to vote, be eligible to hold elected office, and can serve on committees and Action Teams.
G. Honorary membership shall be any individual, who, as determined by the Association, deserves tribute and recognition for his or her contributions to the profession of collegiate conference and events management and is nominated by a member of the Association. Said member shall be allowed to vote but is not eligible to hold positions on the Board of Directors, as Regional Leaders, or as Action Team or committee Chairs, but can serve on committees and Action Teams.
Section 3. Payment of Dues and Termination
A. Any individual eligible for membership may become a member upon completion of application and payment of first annual dues to the organization. Honorary members shall be excluded from paying dues.
B. All members shall pay annual dues on the date set by the organization.
C. In the event that any member shall become delinquent in the payment of dues for thirty (30) days, such member shall be notified of being in default and suspended from the organization until such time as the dues are paid. During suspension, said member will not receive any benefits of the organization.
ARTICLE IV
BOARD OF DIRECTORS AND OFFICERS
Section 1. Duties and Quorum
It shall be the duty of the Board of Directors to 1) oversee the general management of the affairs of the Association; 2) determine the policies of the Association; and 3) set the dues of the organization.
A majority of the Board members shall constitute a quorum.
Section 2. Approvals
The Board shall approve all committee, Ad Hoc Group, Action Team, and Board appointments made by the President, approve the budget of the Association, and approve all civic, educational, and social programs of the Association.
Section 3. Composition
The Board of Directors of the Association shall consist of 11 individuals. Directors shall be elected at-large. Four (4) of the elected directors shall serve as officers on the Executive Committee: President, President-Elect, Treasurer, and the Immediate Past President. The Executive Director shall serve as a non-voting ex-officio member of the Board. The President shall appoint a Recording Secretary from the current Board members. That position shall be approved by the Board.
The officers shall be elected by the Board of Directors from current Directors. Elections shall be held at a time determined by the Board of Directors, but before the announcement of the ballot for the Board of Directors.
The President-Elect shall automatically succeed to the office of President at the close of the Annual Business Meeting. The out-going President becomes the Immediate Past President.
Section 4. Director Eligibility
An individual must be a voting representative of an Institutional or Individual member category in good standing and shall have at least two (2) years combined ACCED-I leadership experience in any of the following positions: regional director, regional director-elect, standing committee chair, ad hoc committee chair, project team chair, action team chair, or conference hospitality chair in order to be nominated as a candidate for the Board of Directors.
A nominee to the Board of Directors shall have five (5) years of experience in conference and/or events management at an institution of higher education.
Other criteria for eligibility to stand for election are included in the Policies and Procedures.
Section 5. Officer Eligibility
An individual must have completed at least one (1) year of experience on the Board of Directors to be nominated for an officer position.
Section 6. Nominations
A Nominations Committee shall be appointed by the President and approved by the Board. It shall solicit nominations from the general membership for Director candidates at least sixty (60) days prior to the date set for election voting. Once the Board approves the ballot, the official Ballot with all nominated candidates shall be published and disseminated to each voting member no later than fifteen (15) days prior to the close of election voting.
Section 7. Elections
The Directors shall be elected by the Association’s general membership via electronic ballot prior to the Association’s Annual Business Meeting. Proxy votes are not permitted.
For the purposes of this Section 7, a quorum shall be the number of members participating in the vote. The candidate(s) receiving the largest number of votes shall be elected as Director(s). Results of the balloting shall be announced prior to the Annual Business Meeting.
If a tie impacts the identification of an incoming Director position, a run-off election will be completed within thirty (30) days.
Section 8. Terms of Office
The Board of Directors shall assume office immediately following the Association’s Annual Business Meeting. The Directors shall serve one, four (4) year term. Officers shall serve a one (1) year term except for the Treasurer whose term is for two (2) years. Members eligible to run for the Board of Directors may serve only one elected term as a Director, one elected term as Treasurer, and one term each as President-Elect, President, and Immediate Past President. Terms shall be staggered in such a manner as determined by the Board of Directors.
Section 9. Vacancies
In the case of a vacancy on the Board (excepting the office of President), the President shall have the power to appoint an eligible member in good standing to fill the same for the remainder of the term. The appointment is subject to Board approval.
In the event of a vacancy in the office of the President, the President-Elect shall become acting President with all the powers of the President. The office of President-Elect shall remain vacant until the next scheduled balloting for President-Elect. The President-Elect shall subsequently serve his/her term of office as President.
In the event that the President becomes unable to serve in a year when there is no President-Elect in office, the Board of Directors shall appoint an interim President, selected from the current Board of Directors, to serve the remainder of the term.
In the case of a vacancy in the office of Immediate Past President, the President shall appoint a former Past President to fill the vacancy subject to the approval of the Board.
In the case of a vacancy in the office of the Treasurer, the President shall appoint an eligible Director to fill the same for the remainder of the term. The appointment is subject to the approval of the Board
Any person appointed to fill a Director vacancy may run for election as a Director for one additional term as described in Article 4 Section 7.
Any person appointed to fill an Officer vacancy may be elected by the Board for one additional term.
Section 10. Duties of the President
The President shall be the Chief Elected Officer of the organization. The President shall preside at all meetings of the Association and of the Board, and shall Chair the Executive Committee. The President shall appoint the chairperson of all committees, Ad Hoc Groups, and Action Teams subject to the approval of the Board of Directors.
Section 11. Duties of the President-Elect
The President-Elect shall preside at the meetings of the Association and of the Board in the absence of the President. In the event that a vacancy occurs in the office of President, the President-Elect shall become acting President with all the powers of the President.
Section 12. Duties of the Treasurer
The Treasurer shall have authorization/approval responsibility for all expenditures over an amount specified by the Board of Directors. The Treasurer shall chair the Finance/Audit Committee. The Treasurer shall be required to submit an annual accounting and budget, both of which shall be approved by the Board of Directors and shall be made available to all members at the Annual Business Meeting. The Treasurer shall ensure that appropriate General Liability and Directors & Officers Liability insurance is secured according to the limits set by the Board and reviewed as necessary.
Section 13. Duties of the Immediate Past President
The Immediate Past President shall be responsible for conducting the annual performance review of the Executive Director, including assessment of the evaluation tool. The Immediate Past President shall perform such other duties as may be assigned by the President or by the Board of Directors.
Section 14. Voting
Each member of the Board of Directors who is present in person shall be entitled to one vote on each action item at the meeting of the Board, with the exception of the Executive Director. There shall be no voting by proxy. At all meetings of the Board, a majority shall be necessary to constitute a quorum, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board.
Section 15. Meetings and Special Meetings
Meetings of the Board may be called by the President on ten (10) days’ notice in writing to each Director. A meeting shall be called by the President or the Recording Secretary on the request of six (6) Directors.
Special meetings of the Board may be called by the President or the Recording Secretary on the request of six (6) Directors with forty-eight (48) hours’ notice in writing to each Director.
In anticipation of or during an emergency, where a quorum of directors cannot be readily obtained due to a catastrophic event, the Board may hold emergency meetings and bind the Association with less than a quorum and do such other acts as provided in the Colorado Revised Nonprofit Corporations Act.
Section 16. Action without a Meeting
Any action of the Board of Directors may be taken by written action signed by the number of Directors that would be required to take the same action at a meeting of the Board at which all Directors were present. The written action is effective when signed by the required number of Directors unless a different effective time is provided in the written action.
When written action is permitted to be taken by less than all Directors, all Directors shall be notified immediately of its text and effective date. Action taken pursuant to this section may be transmitted or received by mail or by facsimile, e-mail, or other form of communication permitted by the Act and must be in a form sufficient to identify (i) the Director or committee member; (ii) the Director’s or committee members’ vote, abstention, demand, or revocation; and (iii) the proposed action to which such vote, abstention, demand or revocation relates.
For purpose of this section, communication to the Association is not effective until received.
Section 17. Resignation
A member of the Board may resign at any time by giving written notice to the President. The resignation shall be effective when the notice is received by the Association unless the notice provides for a later effective date.
Section 18. Officer RemovalOfficers serve at the pleasure of the Board of Directors. Any officer of the Board of Directors may be removed with or without cause by the affirmative vote of two-thirds (2/3) of the Board (excluding the officer in question) at a regular or special meeting at which a quorum is present.
Notification of the meeting and proposed officer removal agenda item must be provided to the Board in accordance with the notification clauses for a regular or special meeting of the Board.
Officers removed in this manner may not be reappointed to the Board of Directors nor stand for re-election.
If an officer’s membership classification changes to a non-qualified membership status due to an employment change, the officer is removed effective upon the change in membership status.
Section 19. Removal of Directors A petition to remove a Director from the Board, either with or without cause, signed by twenty-five (25) members in good standing, may be presented to the President of the Board. If the Annual Business Meeting is more than sixty (60) days from the date the petition is received by the Board, the Board shall call a special meeting for the purpose of removing such Director. The Annual Business Meeting Notice, or the special meeting notice, shall state that the purpose, or one of the purposes of the meeting shall be to vote on the removal of a Director.
Electronic notice of the motion for removal of a Director shall be given thirty (30) days in advance to each member.
To remove a Director, a majority of the members in attendance at a special meeting or a majority of members voting on the proposed motion shall be sufficient to remove a Director.
Additionally, a Director may be removed for cause by the vote of at least eight (8) Board Members. “Cause” shall be determined in the sole discretion of the Board of Directors.
If a Director’s membership classification changes to a non-qualified membership status due to an employment change, the officer is removed effective upon the change in membership status.
Section 20. Telecommunication Meetings
Directors, Officers, or the members of any committee of the Board may participate in a regular or special meeting by, or conduct the meeting through the use of any means of communication by which all members participating may hear each other during the meeting. Persons participating in a meeting by this means are deemed to be present in person at the meeting.
Section 21. Compensation
The compensation, if any, of the Executive Director shall be as determined from time to time by the Board of Directors, or by any Officer or a committee to which such authority has been delegated by the Board of Directors.
Directors, Officers, and committee members shall not receive compensation for their services as such; however, the reasonable expenses of Directors, Officers, and committee members for attendance at meetings may be paid or reimbursed by the Association. Directors and committee members shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Association in any other capacity.
Section 22. Conflicts of Interest
A Director, Officer, or committee member shall promptly disclose to the Board the material terms of any proposed transaction or action involving the Corporation with respect to which such person may have a conflict of interest. The disclosure shall include all material facts regarding the terms of the transaction, and any relationship that the person may have with other parties involved in the transaction. Should a conflict of interest exist, the Board shall comply with the requirements of the Nonprofit Act and its duly adopted Conflict of Interest Policy.
ARTICLE V
COMMITTEES
The Board of Directors may designate and appoint one or more committees of the Board of Directors which shall have and exercise the authority of the Board of Directors as granted in the resolution appointing the committee. The appointment of any such committee and the delegation of authority thereto shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed upon her/him by law.
Section 1. Executive Committee
There shall be an Executive Committee composed of the Officers and the Executive Director (ex officio), which shall have all the powers of the Board of Directors to transact business between Board meetings in accordance with rules established by the Board. Actions required between Board meetings shall be ratified at the next meeting of the Board of Directors.
Section 2. Nominations Committee
A Nominations Committee shall be constituted as follows: 1) one member to be nominated and elected by the general membership; 2) one member appointed by the President; 3) and one member appointed by the President as Chair of the committee. Appointments shall be approved by the Board. Members shall serve no more than one, staggered three-year term.
The committee shall solicit nominations from the general membership for Director candidates at least sixty (60) days prior to the date set for election voting. Once the Board approves the ballot, the official Ballot with all nominated candidates shall be published and disseminated to each voting member no later than fifteen (15) days prior to the close of election voting.
Section 3. Finance/Audit Committee
A Finance/Audit Committee shall be constituted as follows: 1) the Treasurer shall chair the committee; 2) up to three (3) members may be appointed by the President and approved by the Board of Directors. Members may serve no more than one, two-year term on a staggered basis.
The committee is responsible for reviewing proposed budgets, recommending financial policies for the Association, and for oversight or review of the independent audit review as requested. All recommendations of the committee are subject to approval by the Board of Directors.
Section 4. Leadership Development Action Team
The elected leaders from each specified geographic region of the Association, shall include a Regional Director, Regional Director-Elect, and Immediate Past Director. The election process shall be determined in coordination with the headquarters’ office. The Leadership Development Action Team receives its mandate from and shall be responsible to the Board of Directors.
Section 5. Establishment
Committees, Ad Hoc Groups, and Action Teams may be established from time to time as appropriate and approved by the Board of Directors. A chairperson shall be appointed by the President, approved by the Board, and shall be responsible to the Board of Directors. Ad Hoc Groups shall dissolve at the completion of their work.
Section 6. Function and Membership
The Board shall define the function of each committee, Ad Hoc Group, and Action Team. Appointments to each committee, Ad Hoc Group, and Action Team shall occur as soon as practical following the Annual Business Meeting of the Association and submitted to the Board for approval by each chairperson.
Section 7. Terms
Other than where provided for in these bylaws, committee membership shall begin after the Annual Business Meeting and run for one (1) year. Action Team chairs serve a two (2) year term.
ARTICLE VI
ANNUAL BUSINESS MEETINGS AND SPECIAL MEETINGS
Section 1. Annual Business Meeting
The Association shall hold an Annual Business Meeting at the time and place designated by the Board, for the purpose of transacting all business as shall come before it.
Section 2. Special Meetings
Special meetings of the Association shall be called by the President or any three members of the Board of Directors, with twenty (20) days written notice. A special meeting shall be called at such time and place as the Board may select upon a petition of twenty-five (25) members in good standing within thirty (30) days after receipt by the President of such petition. The Recording Secretary shall give thirty (30) days written notice of any special meeting to each member.
Section 3. Quorum
The members in attendance shall constitute a quorum to transact any business duly presented at any meeting. Unless otherwise set forth in these Bylaws, the Articles of Incorporation, or the Colorado Revised Nonprofit Corporation Act (“Nonprofit Act”), a majority of a quorum shall be required to approve any action that comes before the membership at such meeting.
Section 4. Action Without a Meeting
Any action that may be taken at any annual, regular or special meeting of membership may be taken without a meeting if the Association delivers an electronic ballot to every member entitled to vote on the matter.
The electronic ballot shall 1) set forth each proposed action, and 2) provide an opportunity to vote for or against the proposed action. All solicitations for votes by written ballot shall a) indicate the number of responses necessary to meet the quorum requirements; b) state the percentage of approvals necessary to approve each matter other than the election of directors; c) specify the deadline by which the ballot must be received in order to be counted; and d) be accompanied by written information sufficient to permit each person voting to reach an informed decision. Cast ballots may not be revoked.
ARTICLE VII
PARLIAMENTARY AUTHORITY
The rules contained in Roberts’ Rules of Order Newly Revised shall govern all meetings in all cases in which they are not inconsistent or in conflict with these Bylaws, the Articles of Incorporation, or the Nonprofit Act.
ARTICLE VIII
AMENDMENTS
Section 1. Proposals
These Bylaws may be amended, altered or repealed and new Bylaws proposed by the Board of Directors of the Association, provided that such amendment or revision does not disqualify the Association under § 501(c)(6) of the Internal Revenue Code. Any amendments made to Article II must also be made in the Articles of Incorporation.
Section 2. Vote
Proposed amendments shall be adopted by the Board of Directors of the Association by a two-thirds vote of the Directors present at any meeting of the Board at which a quorum is present, subject to the rights of the voting members to override such decision according to the following procedures:
1) Notice of all amendments, alterations or repeal of the Bylaws or adoption of new Bylaws shall be given to the voting members of the Association within fifteen (15) days of the Board action;
2) Should at least ten (10) percent of the voting members wish to override the action of the Board, such members shall submit a signed petition requesting a membership vote to override the Board’s decision within thirty (30) days after notice of the Board’s decision is sent to the membership;
3) Upon confirmation by the Association that the necessary percentage of members has signed the petition, the Board of Directors shall submit the matter to the membership for a vote at the next Annual Business Meeting or via electronic ballot;
4) If a majority of the membership entitled to vote thereon votes to override the Board’s action, the amendment, alteration, repeal or adoption shall not become effective.
5) In the event that no petition is filed, the Bylaw amendment, alteration or repeal and adoption shall become effective upon expiration of the period for members to petition requesting a membership vote.
ARTICLE IX
IDEMNIFICATION
The Association shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, member of any committee of the Association, fiduciary or employee of the Association, against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because such person is or was a Director, officer, agent, member of any committee of the Association, fiduciary or employee of the Association, or because such person is or was serving another entity as a director, officer, partner, employee, fiduciary or agent or member of any committee at the Association’s request.
The Association may purchase and maintain insurance on behalf of a person who is or was a Director, officer, employee, fiduciary, agent or member of any committee of the Association.
ARTICLE X
FISCAL YEAR
The fiscal year of the Association shall be July 1 through June 30.