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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:
- any conduct that causes injury
to the CESDA or adversely affects its stated purposes; or
- 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:
- Chairperson;
- Chairperson-elect;
- Secretary;
- Treasurer and;
- 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:
- Shall be responsible for presiding
at all quarterly and Executive Board meetings and perform the
duties appropriate to his/her office;
- Shall delegate responsibilities
and duties not subject to an entire membership vote to Standing
Committee Chairpersons;
- Shall present future quarterly
Meeting agendas to the Executive Board one month prior to the
regularly scheduled Quarterly Meeting; and
- 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:
- Shall perform the duties of the
Chairperson in his/her absence.
- Shall be responsible for chairing
the Annual Conference Planning Committee.
- Shall perform other duties as
delegated by the Chairperson.
C. Secretary
- Shall keep the official written
records of the activities of the Corporation, including the
minutes of regularly-scheduled Quarterly, Executive Board and
special meetings;
- 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;
- 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
- Shall perform other duties as
delegated by the Chairperson.
D. Treasurer:
- Shall be elected to serve for
a two-year period; one year as treasurer-elect and one year
as treasurer;
- Shall be responsible for all financial
matters of CESDA and shall receive and distribute funds as authorized
by the Chairperson and Chairperson-elect;
- 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;
- Shall maintain accurate records
of credits, debits, dues and Quarterly Meeting registration
fees collected, or other collected monies
- Shall maintain accurate and current
records of member in good standing (paid members) for the purpose
of voting;
- 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
- Shall perform other duties as
delegated by the Chairperson.
E. Past-Chairperson:
- 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
- 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:
- 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;
- the election slate shall be presented
in writing, one month prior to the election date to all paid
members of the Corporation;
- 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;
- 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:
- the vote count shall be conducted
only by the Election Committee; and
- 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:
- College Awareness and Planning;
- Financial Assistance;
- Fund-Raising;
- Pre-Collegiate and Supportive
Services; and
- 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:
- Any member, in good standing of
CESDA or,
- 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.
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CESDA
Colorado Educational Services & Development Association
P.O. Box 40214 Denver, CO 80204
Email Address:
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