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Bylaws of College of the Air Distance Education Consortium, Inc.
Article I: Offices
Section 1. Principal Office. The principal office of College of the Air Distance Education Consortium, Inc. (hereinafter called the "Corporation") shall be located in the State of Maryland.
Section 2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Maryland, as the Board of Directors may from time to time determine or the business of the Corporation may require.
Article II: Members
The membership in the Corporation shall consist of institutional, sustaining and individual memberships.
A. Institutional Member: Any postsecondary institution with accreditation or recognized candidacy may hold this membership and be eligible to send one voting representative to annual meetings.
B. Sustaining Member: Any local, State or Federal Agency, and other organization/corporation is eligible as a non-voting sustaining member.
C. Individual Member: Interested persons are eligible for non-voting individual membership.
Article III: Board of Directors
Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors who must be members in good standing in the Corporation, and may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or by the Articles of Incorporation or these Bylaws.
Section 2. Number and Election. The number of Directors which shall constitute the entire Board of Directors shall be the number established from time to time by resolution of the voting membership of the Corporation, which number shall be no less than three (3) and no more than nine (9). No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. The Directors shall be elected each for a two-year term by the affirmative vote of a majority but not less than 20 percent of the then voting institutional membership of the Corporation (which represents a quorum) at the annual meeting of the Corporation, except as provided in Section 3 hereof, and each Director elected shall hold office until his/her successor is elected and qualified or until his/her earlier resignation or removal. Directors need not be residents of the State of Maryland.
Section 3. Vacancies. Any vacancy occurring on the Board of Directors (including a vacancy resulting from an increase in the number of Directors) may be filled by the affirmative vote of a majority of the then members of the Board of Directors, although less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his/her successor is elected and qualified or his/her earlier resignation or removal.
Section 4. Annual Meeting. A regular annual meeting of the Board of Directors shall be held during the annual conference of the membership, occurring in the spring of each year on a date and location determined by the Board of Directors with notification being widely distributed to the membership at least thirty (30) days in advance of the scheduled meeting.
Section 5. Regular Meetings. The Board of Directors may provide by resolution the date, time and place for the holding of regular meetings, other than the annual meeting of the Board of Directors, without other notice than such resolution.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the President upon ten days notice to each Director, except as provided in Article III, Section 10 hereof with respect to telephone meetings, and a special meeting shall be called by the Secretary on like notice upon the written request of two-fifths of the number of Directors then in office. Such meeting shall be held on such date and at such time and place as shall be designated in the notice of the meeting by the person or persons calling the meeting. A special meeting of the membership may be called by ten (10) percent of the voting membership.
Section 7. Notice; Waiver of Notice. Whenever any notice of a meeting of the Board of Directors is required to be given under provisions of the Articles of Incorporation or these Bylaws, (a) such notice shall be given either personally, by telephone, by mail, by e-mail, facsimile or by telegram, addressed to the Director at his or her address as it appears on the records of the Corporation and, unless otherwise provided in these Bylaws, at least ten (10) days before the date designated for such meeting, or (b) a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Notice shall be deemed given at the time when the same is personally delivered, deposited in the United States mail, with postage thereon prepaid, evidence of opening of e-mail notification, evidence of a facsimile delivered, or delivered to a telegraph company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Presence at any meeting without objection also shall constitute waiver of any required notice.
Section 8. Quorum and Vote at Meetings. At any meeting of the Board of Directors, a majority of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of all business, provided, however, that in no event shall a quorum consist of less than one-third of the number of Directors fixed in accordance with these Bylaws. A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, the Articles of Incorporation, or these Bylaws. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth such action, is signed by all of the Directors, and such written consent is filed with the minutes of proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote.
Section 10. Telephone Meetings. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 11. Resignation and Removal of Directors. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. Directors may be removed with cause, at any meeting of the Board of Directors duly called and at which a quorum is present, by a majority of the votes cast at such meeting.
Section 12. Compensation and Reimbursement. Directors and members of any committee of the Board of Directors shall not be entitled to compensation for their services as Directors or committee members. Directors and members of any committee of the Board of Directors shall be entitled, to the extent authorized by the Board of Directors, to reimbursement for any reasonable expenses incurred in attending meetings of the Board or any committee of the Board, as the case may be.
Article IV: Committees of Directors
Section 1. Executive Committee. The Executive Committee consists of the officers of the Corporation to include the President, Vice-President, Secretary, and the Treasurer. When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the powers of the Board of Directors, except to the extent, if any, that such authority shall be limited by resolution of the entire Board of Directors; provided, however, that neither the Executive Committee nor any other committee shall have the power to amend the Articles of Incorporation or these Bylaws of the Corporation.
Section 2. MPT Liaison Committee. The MPT Liaison Committee consists of ten representatives, six from the community colleges; two from senior higher education institutions; and two from MPT. Work done by this committee will be formally reported to the Executive Committee on a regular basis and to the COADEC, Inc. membership during the annual business meeting. (Approved April 17, 2002)
Section 3. Other Committees. The Board of Directors may, by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, appoint from among its members one or more other committees, composed of two (2) or more Directors or voting representatives from the general Corporate membership, for such purposes and with such powers as the Board of Directors may provide, except that no such committee or committees shall have or exercise the authority of the Board of Directors or the Executive Committee in the management of the Corporation.
Section 4. Tenure. Subject to the provisions of Section 8of this Article IV, each member of the Executive Committee or any other committee shall hold office until the next regular annual meeting of the Board of Directors following his/her appointment and until his/her successor is designated by the Board of Directors.
Section 5. Meetings and Notices. Regular meetings of committees of the Board of Directors may be held without notice at such times and places as such committees may determine from time to time by resolution. Special meetings of committees may be called by any member thereof upon not less than one day's notice stating the place, date, and hour of the meeting, which notice may be written or by telephone or by e-mail or telegram. The notice of a meeting of a committee need not state the business proposed to be transacted at the meeting. Any member of a committee may waive notice of any meeting thereof, either before or after the meeting, by signing a waiver of notice, which shall be filed with the records of such meeting, or by attendance at such meeting.
Section 6. Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof. The vote of a majority of the members of a committee present at a meeting at which a quorum is present shall constitute action of the committee.
Section 7. Action Without a Meeting. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting if a written consent, setting forth the action so taken, shall be agreed to by all of the members of the committee and evidence of such agreement filed with the minutes of proceedings of the committee.
Section 8. Telephone Meetings. Members of committees may participate in a meeting by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.
Section 9. Vacancies. Any vacancy occurring on the Executive Committee may be filled by a resolution adopted by a majority of the Board of Directors in office. Any vacancy occurring on any other committee or committees may be filled by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.
Section 10. Removal and Resignations. Any member of the Executive Committee may be removed at any time, with or without cause, by resolution adopted by a majority of the Directors in office. Any member of any other committee may be removed by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Any member of a committee may resign from the committee at any time by giving written notice to the Board of Directors or the President or Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.
Section 11. Procedure. All committees established by the Board of Directors shall keep regular minutes of their proceedings and the chairperson of each committee shall report any actions taken to the Board of Directors at the next meeting thereof held after the committee meeting. The minutes of committee meetings shall be distributed to all members of the Board of Directors.
Article V: Officers
Section 1. Positions. The officers of the Corporation shall be a President who serves as the Chairman of the Board of Directors, a Vice-President who is president-elect, a Secretary, and a Treasurer. Any number of offices may be held by the same person, unless the Articles of Incorporation or these Bylaws otherwise provide; provided, however, that in no event shall the President and the Secretary be the same person. The President, the Vice-President, the Secretary, and the Treasurer shall be members of the Board of Directors.
Section 2. Election and Term of Office. Each officer of the Corporation shall be elected by the voting membership of the Corporation at the annual meeting and shall serve for two years with the Vice-President automatically ascending to the Presidency upon the completion of the term and subsequently moves to a position on the Board of Directors as Past-President and thereafter until his/her successor shall have been chosen and qualified or until his/her death, resignation, or removal. Election or appointment of an officer shall not itself create any contractual rights.
Section 3. Resignation and Removal. Whenever in the judgment of the Board of Directors the best interest of the Corporation will be served thereby, any officer may be removed from office by the affirmative vote of a majority of the Board of Directors. Such removal shall not prejudice the contractual rights, if any, of the person so removed. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President or the Secretary. Should a vacancy occur prior to election, the President shall appoint a successor to fill the unexpired term of said officer.
Section 4. President. The President shall be the chief executive officer of the Corporation, shall appoint committees, shall be the Chairperson of the Executive Committee, shall preside over the meetings of the Corporation, shall have general and active management of the business of the Corporation and shall insure that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
Section 5. Vice President. The Vice-President is president-elect and in the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall chair the program committee for the annual conference and shall perform such other duties and have such other powers as the President and Board of Directors may from time to time prescribe.
Section 6. Secretary. The Secretary shall attend all Board of Directors and Annual Corporate meetings and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees, when required. The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors and other meetings, set agendas as directed by the President or the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation (if any), and the Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature. The Secretary may also attest all instruments signed by the President or Vice President.
Section 7. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President, and to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. In event of the Treasurer's death, resignation, retirement or removal from office, the Treasurer assures that all books, papers, vouchers, money and other property of whatever kind, in the Treasurer's possession or under the Treasurer's control and belonging to the Corporation shall be conveyed to the Vice-President of the Corporation for the purpose of conducting business until a successor is appointed or elected by the general membership of the Corporation.
Section 8. Compensation. No officer of the Corporation will receive compensation, although may receive reasonable reimbursement for expenses in conducting Corporate business when authorized by the Board of Directors, at its sole discretion.
Article VI: Indemnification
Unless expressly prohibited by law, the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person's testator or intestate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.
Article VII: General Provisions
Section 1. Execution of Instruments. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 2. Seal. The Corporation may have a seal of such design as the Board of Directors may adopt. If so adopted, the custody of the seal shall be with the Secretary and he/she shall have authority to affix the seal to all instruments where its use is required.
Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year, with the initial fiscal year to commence on the date of incorporation. (Amended April 17, 2002)
Article VIII: Amendments of Bylaws
These Bylaws may be amended, repealed, or altered, in whole or in part, and new Bylaws may be adopted, by a majority of the votes cast at any meeting of the voting membership of the Corporation and recommended by the Board of Directors, duly called and at which a quorum is present.
The foregoing Bylaws were adopted by the Board of Directors on March 15, 2001 and amended April 17, 2002.