CESDA Bylaws

ARTICLE I: NAME

The name of this Association shall be the Colorado Educational Services and Development Association, Inc., hereinafter referred to as CESDA, Inc.

ARTICLE II: MISSION STATEMENT

With the highest professional level of integrity and excellence we:

  • Promote, facilitate and coordinate the access to post-secondary education for all students, with specific focus on students of color, educationally, and economically disadvantaged students;
  • Provide recognition and promotion of Colorado institutions and organizations; and
  • We educate and support the community on the college process.

    ARTICLE III: MEMBERSHIP

    Section 1: QUALIFICATIONS

    Membership shall be open to any individual, non-profit educational institution or educational service agency in Colorado committed to the above-stated purposes.

    A. Individual Membership shall be open to any individual associated with any secondary, postsecondary or educational services agency in Colorado.
    B. Institutional Membership shall be open to any Colorado secondary/postsecondary institution or educational service agency which is committed to CESDA's stated purposes.
    C.     Affiliate Membership shall be open to any student organization, secondary school counselor, instructor, or staff member, including any other individual who is committed to CESDA's stated purpose.
    D.     Approval of all new individual, institutional, and affiliate members is up to the discretion of the executive board.

Section 2: MEMBERSHIP RIGHTS

A. Individual Members shall be entitled to one vote on all issues brought before the entire membership.
B. Institutional Members shall be entitled to one vote on all issues brought before the entire membership. The eligible voter must be designated in writing to the Chairperson by the institution.
C. Affiliate Members will be recognized as having no voting privileges, but serve in an advisory and informational capacity.

Section 3: VOTING PRIVILEGES

A. Voting privileges shall be limited to paid individual or institutional members.
B. A vote by written proxy shall be in order only by providing to the chairperson, written notice 2 weeks prior to regularly scheduled meetings.
C. Absentee ballots must be received by the Chairperson two weeks prior to Annual elections.

Section 4: ANNUAL MEMBERSHIP DUES AND REGISTRATION FEES
A. Dues for all eligible members are due payable from July 1st through September 1st. This payment will be for the upcoming year (July 1st through June 30th)
B. Annual membership dues will be reviewed and changes will be approved at or before the CESDA annual conference by the executive board.
Section 5: SERVERANCE OF MEMBERSHIP
A. Any member may be expelled by two-thirds (2/3) vote of the eligible membership at a regularly-scheduled Quarterly Meeting for:
  1. any conduct that causes injury to the CESDA or adversely affects its stated purposes; or
  2. any conduct that is contrary to the Bylaws of CESDA.

B. Failure to pay annual dues as prescribed by the CESDA Bylaws shall be interpreted as withdrawal from membership pursuant to Article III, Section 4(A).

ARTICLE IV: OFFICERS

Section 1: ELECTED OFFICERS
A. The elected officers of the Corporation shall be:
  1. Chairperson;
  2. Chairperson-elect;
  3. Secretary;
  4. Treasurer and;
  5. Treasurer-elect

B. All elected officers of CESDA shall serve a term of one year except as otherwise provided in the Bylaws.
C. The Chairperson-elect shall assume the office of Chairperson and the Treasurer-elect shall assume the office of Treasurer the following year.
D. The representative to the Colorado Council on High School/College Relations shall be selected annually by the Chairperson and serve as a member to the Executive Board.
E. The Parliamentarian shall be selected by the Chair.

Section 2: QUALIFICATIONS FOR HOLDING OFFICE

A. Any CESDA, Inc. member in good standing (e.g., current paid member) is eligible for office. The Treasurer will provide verification.
B. Elected officers shall be determined by an Annual Vote held during the March Quarterly Meeting of each year. Voting shall be conducted by secret ballot, pursuant to Article III, Section 3(A)(B).
C. Successful elected officers must receive a majority vote by eligible voters present, including proxy votes.
D. Successful officers shall take office for the new year (July to June) at the June Annual Meeting when the official inauguration will occur.

Section 3: DUTIES OF OFFICERS

A. Chairperson:

    1. Shall be responsible for presiding at all quarterly and Executive Board meetings and perform the duties appropriate to his/her office;
    2. Shall delegate responsibilities and duties not subject to an entire membership vote to Standing Committee Chairpersons;
    3. Shall present future quarterly Meeting agendas to the Executive Board one month prior to the regularly scheduled Quarterly Meeting; and
    4. Shall have the responsibility to provide the entire membership a CESDA, Inc. Annual Report that describes the past year's CESDA, Inc. activities. This report will be presented (both orally and in writing) at the June Annual Meeting and subsequently submitted to the Colorado Secretary of State's Office to uphold the Corporation's non-profit 501©3 status of good standing.

B. Chairperson-elect:

  1. Shall perform the duties of the Chairperson in his/her absence.
  2. Shall be responsible for chairing the Annual Conference Planning Committee.
  3. Shall perform other duties as delegated by the Chairperson.

C. Secretary

  1. Shall keep the official written records of the activities of the Corporation, including the minutes of regularly-scheduled Quarterly, Executive Board and special meetings;
  2. Shall notify, via mail, the entire membership of Quarterly Meetings, including tentative agenda, treasurer's report and past Quarterly Meeting minutes, one month prior to regularly-scheduled Quarterly Meetings;
  3. Shall work cooperatively to coordinate his/her efforts in communicating with the entire membership and the Treasurer to maintain a current mailing list of members; and
  4. Shall perform other duties as delegated by the Chairperson.

D. Treasurer:

  1. Shall be elected to serve for a two-year period; one year as treasurer-elect and one year as treasurer;
  2. Shall be responsible for all financial matters of CESDA and shall receive and distribute funds as authorized by the Chairperson and Chairperson-elect;
  3. Shall prepare quarterly financial reports to be submitted to the secretary for dissemination to the entire membership and presented orally at regularly-scheduled Quarterly Meetings;
  4. Shall maintain accurate records of credits, debits, dues and Quarterly Meeting registration fees collected, or other collected monies
  5. Shall maintain accurate and current records of member in good standing (paid members) for the purpose of voting;
  6. Shall be responsible for a CESDA, Inc. Annual Financial Report to be submitted with the Chairperson's Annual Report to the IRS for the maintenance of the Corporation's good standing with the 501c(3) tax-exempt and nonprofit status; and
  7. Shall perform other duties as delegated by the Chairperson.

E. Past-Chairperson:

  1. Shall be responsible for chairing the Public relations Ad Hoc Committee, which includes the organization and dissemination of the semiannual CESDA Perspective to the entire membership, annual revisions of the CESDA Directory, posters, stationary, CESDA media releases, etc.; and

F. Treasurer-elect

  1. Shall work with and assist the current Treasurer while gaining knowledge of the responsibilities of the position.

ARTICLE V: THE EXECUTIVE BOARD

Section 1: COMPOSITION OF THE EXECUTIVE BOARD

A. The Executive Board shall be composed of the following: 1) Chairperson; 2) Chairperson-elect; 3) Secretary; 4) Treasurer 5) Treasurer-elect; 6) Past-Chairperson; 7) The chairperson of each (five) Standing Committee, and; 8) Colorado Council Liaison.

Section 2: DUTIES OF EXECUTIVE BOARD

A. The Executive Board shall have the following duties:A. Advise the Chairperson on issues for which existing CESDA policy guidelines are either vague or have not been addressed by CESDA.

B. Assist in the direction of the CESDA, in accordance with the stated purposes of CESDA and the entire membership; and

C. Propose amendments to these Bylaws as the Executive Board judges that such amendments will be in the best interest of CESDA and be presented to the entire membership, pursuant to ARTICLE IX, Section 1(a) and 2 (a) (b) (c).

Section 3: MEETING REQUIRMENTS OF THE EXECUTIVE BOARD

A. No business of the Executive Board shall be conducted unless 2/3 or 8 members of the Executive Board are present.

B. The Executive Board shall meet quarterly, prior to regularly scheduled CESDA Quarterly Meeting. This will be a working meeting.

C. CESDA, Inc. Executive Board member's active attendance at regularly scheduled Quarterly and Executive Board meetings is both critical and crucial for CESDA, Inc. to continue to progress and function. Thus, Executive Board members are required to attend 75% of the regularly scheduled Quarterly and Executive Board meetings annually. Any Executive Board member who does not comply with the "75% attendance rule" will be subject to a review by the Executive Board. If the member in review is found to be in noncompliance to the ruling, it will them be brought before the CESDA, Inc. General Membership for vote on his/her removal from the Executive Board at the next regularly-scheduled CESDA, Inc. Quarterly Meeting.

ARTICLE VI: NOMINATIONS AND ELECTIONS

Section 1: ELECTION COMMITTEE

A. The Election Committee shall be appointed by the Chairperson at the December Quarterly Meeting.

Section 2: ELECTION COMMITTEE DUTIES

A.The Election Committee shall supervise the procedures for filling the executive offices of the Corporation (e.g. Chairperson-elect, Secretary, and Treasurer-elect only.)

Section 3: NOMINATIONS AND ELECTION SLATE

A. The Election Committee shall prepare the nominations and election slate as follows:

    1. The Election Committee shall canvas the entire membership for names of prospective nominees for the elective offices of the Corporation. Guided by the results of the canvas, the committee shall prepare an election slate;
    2. the election slate shall be presented in writing, one month prior to the election date to all paid members of the Corporation;
    3. additional nominations may be accepted from the floor, at the March meeting from the paid membership present to place the eligible name(s) on the election slate;
    4. the election slate shall then be presented to all eligible voting members (verified by the Treasurer, including designated Institution/Affiliate, and Proxy votes) at the March Quarterly meeting:
    5. the vote count shall be conducted only by the Election Committee; and
    6. The individual receiving the majority of the votes for each office shall be declared the winner.

ARTICLE VII: STANDING COMMITTEES

Section 1: CORPORATION STANDING COMIITTEES

A. The Standing Committees of the Corporation shall be as follows:

    1. College Awareness and Planning;
    2. Financial Assistance;
    3. Fund-Raising;
    4. Pre-Collegiate and Supportive Services; and
    5. Scholarship.
Section 2: STANDING COMMITTEE MEMBERSHIP

A. All eligible CESDA members are encouraged to actively participate on at least one Standing Committee. This is the mechanism that moves the Corporation to achieve its stated purposes.

Section 3: STANDING COMMITTEE CHAIRPERSONS

A. Each Standing Committee will select a chairperson who will be determined by a vote of the members on the committee.

B. Chairpersons of Standing Committees shall serve for a period of two years (July 1st through June 30th), but may be reelected by a majority vote of the members of said Standing Committee.

C. Chairpersons of Standing Committees shall serve on the Corporation's Executive Board.

D. Chairpersons of Standing Committees shall provide the entire membership with both a written and oral report at the regularly scheduled Quarterly Meetings, with a final report submitted to Chairperson for inclusion in Annual Report.

Section 4: AD HOC COMMITTEE SELECTION

A. Ad Hoc committees may be appointed by the chairperson or authorized by a majority vote of the eligible voting members.

ARTICLE VIII: CORPORATION MEETINGS

Section 1: REGULAR MEETINGS

A. Regular meetings shall be held at least quarterly during the year (during the months of September, December, March, and June) or as determined by the Corporation. The Chairperson shall set the time and place of each meeting for the year, at the June meeting. Thereafter, the Secretary, in writing and one month prior to the regularly scheduled Quarterly Meeting shall notify the entire membership.

Section 2: SPECIAL MEETINGS

A. The Executive Board of the Corporation shall determine special meetings. The Secretary must notify all members at least 1 week prior to holding any special meeting.

Section 3: COMMITTEE MEETINGS

A. Committee meetings do not constitute regular or special meetings nor are members of any committee authorized to vote on any policy matters affecting the Corporation, unless otherwise authorized by the Corporation.

B. Committees shall meet on a regularly scheduled basis, with a minimum of two meetings per quarter.Section 4: QUORUMA. A quorum is established by the members present, providing there are at least fifteen (15) voting members. No Quarterly Meeting shall be considered official unless a quorum of the membership is present.Section 5: CONDUCTING MEETINGSA. All meetings shall be conducted in general guidance and accordance with Robert's Rules of Order.

ARTICLE IX: AMENDMENTS TO THE BYLAWS

Section 1: AMENDMENTS

A. The Bylaws of CESDA, Inc. may be amended by the concurring votes of two-thirds (2/3) majority vote of the total eligible voting members present, including proxy votes. (Quorum must be met.)

Section 2: AMENDMENT PRESENTATION

A. An amendment to the CESDA, Inc. Bylaws may be presented to the entire membership by:

  1. Any member, in good standing of CESDA or,
  2. a majority vote by the Executive BoardA. Amendments must be presented to the entire CESDA, Inc. membership at a regularly scheduled Quarterly Meeting. Voting on the proposed amendment will then take place at the next regularly scheduled Quarterly Meeting. Only eligible voting members may vote on proposed amendments either in person or by proxy.

B. Corporation members must be notified in writing two (2) weeks in advance of any meeting during which amendments will be voted upon. In addition, the Secretary of the Corporation must enter the text of the proposed amendment(s) in the minutes.

ARTICLE X: DISSOLUTION OF CORPORATE ASSETS

Section 1: DISSOLUTION OF CORPORATE ASSETS

A. Upon dissolution of Corporation, any liquid assets that CESDA, Inc. has acquired will be equally distributed among the member institutions, in good standing.

ARTICLE XI: PARLIAMENTARY AUTHORIZATION

Section 1: ADOPTIONS

A. Upon adoption of these revised Bylaws by the Corporation, the Secretary shall date and certify an original copy of the Bylaws, which is to be maintained in the Official records of the Corporation.

B. A copy of the revised CESDA, Inc. Bylaws will be distributed with the Articles of Incorporation to all present members and subsequent new members.

CESDA • Colorado Educational Services & Development Association
P.O. Box 40214 • Denver, CO 80204
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