BYLAWS of the ARIZONA ASSOCIATION OF CHICANOS FOR HIGHER EDUCATION, INC. (AACHE)
ARTICLE I- PURPOSE
The name of the corporation is ARIZONA ASSOCIATION OF CHICANOS FOR HIGHER EDUCATION, INC., (AACHE), (herein after referred to as the “Association”).
Section 1.02 – Principal Office The principal office of the Corporation shall be located in Tempe , Arizona or Tucson , Arizona .
Section 1.03 – Other offices The Association shall also have offices at such other places within the State of Arizona as the Board of Directors may from time to time designate.
Section 1.04 – Corporate Seal The corporate seal shall have inscribed thereon the name of the Association and the year and place of incorporation. Such seal may be engraved, lithographed, printed, stamped, impressed upon or affixed to any contract, conveyance or other instrument executed by the Association.
Section 1.05 – Purpose The purpose of this organization shall be to provide a forum for the discussion of issues related to Chicanos in higher education and to cooperate in providing workable solutions to these issues.
ARTICLE II- BOARD OF DIRECTORS
Section 2.01 – Powers The official title for the governing body of the Association shall be the Board of Directors. The activities, affairs and property shall be managed, directed and controlled, and its powers exercised by, and vested in, the Board of Directors. The Board shall have all powers necessary to carry out the purposes of the Association as specified in the Articles of Incorporation as amended, laws of the State of Arizona and the United States .
Section 2.02 – Number, Election, Qualification, Term The Board of Directors shall consist of not less than five (5) persons who-are elected at an annual meeting of Directors. The Board of Directors shall be comprised of the Executive Committee, Student Representative(s), and Chapter Representatives. No Director may hold more than one (1) office. All Board members must be active, paid members of the Arizona Association of Chicanos for Higher Education. a. Executive Committee The Executive Committee shall consist of the President, Immediate Past President, President- Elect, Secretary, Treasurer, Newsletter Editor, Membership Coordinator, and such other officers as the Board may from time to time designate. The Nominations Committee shall submit to the general membership of the Association a slate of candidates for the office of President-Elect, Secretary, Treasurer, Newsletter Editor, and Membership Coordinator at least one month prior to the Annual Meeting. The report shall include a brief professional profile on each candidate nominated for office. Nominations may be made from the floor at the Annual Meeting, with the consent of the nominee. From the completed slate of candidates, those receiving the greatest number of votes shall be elected. The vote shall be by email or paper ballot. Officers are elected for one (1) year. New officers shall assume duties immediately after the Annual Meeting. An elected member of the Board of Directors shall hold the same office more than two consecutive years upon recommendation of the President. b. Student Representatives From one (1) to three (3) Student Representatives shall be elected by the student membership as follows: one (1) from the Northern Region, one (1) from the Central Region, and one (1) from the Southern Region. c. Chapter Representatives Each AACHE Chapter will elect a Chapter Representative to the Board of Directors with the option of having a proxy vote. In a case where there is no Chapter Representative who attends the AACHE Board Meetings, the AACHE President may designate a Chapter Representative subject to the approval of the Board of Directors.
Section 2.03 – Voting and Voting Privileges At each meeting of the Directors of the Association for election of Directors, each Director of the Association shall have the right to vote via e-mail or paper ballot for as many nominees as there are vacancies on the Board of Directors. Board of Directors will be listed on the AACHE website. Election of the Executive Committee shall be by secret ballot or e-mail voting and by simple majority. If no candidate receives a simple majority of the whole number of votes cast, the paid membership shall ballot a second time between the two candidates receiving the highest number of votes on the first ballot. If the votes should be evenly divided between the two-runoff candidates, balloting continues until the one receiving the most votes shall be the winner. The right to vote in the Association shall be determined by membership category as follows: a. Professional Members – Professional members shall have the right to vote in elections conducted and business transacted by the organization. b. Student Members – The right of student members to vote shall be limited to voting in elections for student representatives to the Board of Directors. c . Honorary, Affiliate, and Institutional Members. Honorary, Affiliate, and Institutional Members shall have no voting privileges.
Section 2.04 – Resignation A Director may resign from the Board at any time by delivering a written notice to the President of the Board of Directors.
Section 2.05 – Removal A Director may be removed with or without cause at any time by the affirmative vote of a three-fourths (3/4) of the Board members present at a meeting of the Board. Proper notice, as set out in Section 2.12 of these Bylaws, specifying the proposed removal shall be given prior to any meeting of the Board of Directors at which such removal shall be considered. Any Director with three consecutive absences from duly held meetings of the Board of Directors may be removed from the Board of Directors at the next duly held meeting, a quorum being assembled.
Section 2.06 – Vacancies A vacancy or vacancies shall exist in case of death, resignation, or removal of any Director. A vacancy shall also exist if the Directors increase the authorized number of Directors but fail to elect the additional Director so provided for, or in the event the Directors fail at any time to elect the full number of authorized Directors. A vacancy may be filled by a majority vote of the Board of Directors from candidates presented by the Nominating Committee. In addition, nominations may be made from the floor, with the consent of the nominee. The slate of candidates shall be represented at one meeting and voted upon at the next. Vote shall be by written ballot. Each Director so appointed shall hold office for the remainder of the term of the directorship so vacated. If any office shall become vacant, the President with approval of the Executive Committee shall appoint another member to fill such office to complete the term of office. The vacancy of the President shall automatically be assumed by the President-Elect. The vacancy of the President-Elect shall be filled only at the next annual conference. Section 2.07 – Transfer of Board of Director Membership Board membership in this corporation is not transferable or assignable. There shall be no proxy, alternate, or substitute membership on voting except as provided in these Bylaws.
Section 2.08 – Responsibilities of Board Members Each Board member shall sit and participate in such committees as appointed by the President. Each Board member shall be entitled to one vote on each matter submitted to a vote of the Board members.
Section 2.09 – Compensation The Directors of the Association shall serve as such without salary, but the Board of Directors may authorize the payment by the Association of the reasonable expenses incurred by the Directors in the performance of their duties and of reasonable compensation for special services rendered by any Director, provided that documentation is submitted for the next scheduled Board of Directors meeting for approval.
Section 2.10 – Annual Meetings The annual meeting of the Association shall be held on the 1st Thursday of November of each year, unless otherwise specified by the Board of Directors. The annual meeting shall be held in the State of Arizona . The chapter(s) or member(s) of the Association will submit agenda items to the Board of Directors for their consideration and approval no later than 45 calendar days before the annual meeting. The annual meeting will be convened of all paid members and they will have voting privileges consistent with Article V, Membership. As part of the annual meeting, the President will make a presentation to the membership on the strategic plan and direction for the Association.
Section 2.11 – Special Meetings Special meetings of the Board may be held at any time and at any place upon forty-eight (48) hour notice by the President, Executive Committee, or upon the request of a simple majority of the Board members.
Section 2.12 – Notice of Meetings Notice of annual and regular meetings, shall be given by Internet posting, mailing or delivering the same at least ten (10) days before the meeting to the usual business or residence address of the Directors. Each notice shall state the general business to be transacted, the day, time, and place of such meeting, and, in the case of special meetings, by whose request it was called. Any Director may waive notice of any meeting by submitting a signed waiver of notice, whether before or after a meeting.
Section 2.13 – Time and Place of Meetings The time and place of all meetings of the Board of Directors shall be designated by the President. Meetings shall be held in the State of Arizona .
Section 2.14 – Quorum At all meetings of the Board of Directors, one-fourth (1/4) of the current Board shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 2.15 – Voting At all meetings of the Board of Directors, except as expressly required by statute, the Articles of Incorporation or these Bylaws, all matters shall be decided by a vote of a simple majority of the Directors present at any meeting at which a quorum is present. Each Director shall be entitled to one (1) vote.
Section 2.16 – Conduct of Meetings Except as otherwise provided by these Bylaws, Robert’s Rules of Order shall apply.
Section 2.17 – Action by Board of Directors Without a Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all of the Directors shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Board, and the action taken shall have the same force and effect as a unanimous vote of the Directors.
Section 2.18 – Records The secretary shall maintain at the principal office of the Association all financial books and records of account, all minutes of the Board of Directors meetings, membership meetings, and the Executive Committee and other committee meetings of the Association, the list of members, and copies of all other material, corporate records, books, documents and contracts. All such books, records, minutes, lists, documents and contracts shall be made available for inspection at any reasonable time during usual business hours, by (1) any member of the Association or duly authorized representative thereof, for any lawful and proper purpose, and (2) any Director of the Association, or duly authorized representative thereof, for any lawful purpose. Upon leaving office, each officer or agent or the Association shall turn over to his or her successor or the President, in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other property of the Association as have been in the custody of such officer or agent during his or her term of office. After two years from the date listed on all AACHE documents, the original records shall be deposited at the Chicano Studies Section of the ArizonaState University Library.
ARTICLE III- MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors, composed of the Officers and one Representative from each Chapter shall transact the business of the Association at all meetings of the Association, to the extent that such procedures may be exercised under State law.
Section 3.01 – Executive Committee The Executive Committee shall consist of the President, Immediate Past President, President- Elect, Secretary, Treasurer, Newsletter Editor, Membership Coordinator, and such other officers as the Board may from time to time designate.
a. President The President shall appoint the Standing committee chairpersons subject to confirmation by the Executive Committee. The President shall be an ex-officio member of all committees with voting privileges except in the Nominating Committee. The Standing Committees will be determined by the President subject to approval by the Executive Committee. The President shall authorize all formal communication and policy statements in the name of the Association. The President is authorized to enter into contractual arrangements binding the Association only with the explicit approval of the Executive Committee or through resolutions enacted by the general membership at the official annual conference. The President shall have the responsibility of convening a transitional meeting of the current Board of Directors and the elected Board of Directors each year. The purpose of this meeting is to ensure that association business and obligations are transferred in a smooth and timely manner.
b. President-Elect The President-Elect shall preside in the absence of the President and shall serve as Chairperson of the Program Committee.
c. Past President The Past President shall provide advice and counsel to the President and the Board of Directors and shall have voting privileges on the Board of Directors. d. Secretary The Secretary shall have the general powers and duties usually vested in the office of the Secretary of a corporation and shall have such other powers and duties not inconsistent with these Bylaws as may be assigned to him or her from time to time by the Board of Directors, including the powers and duties to
(i) be custodian of all records, documents and the seal of the Association, which are to be kept at the principal office of the Association;
(ii) affix the corporate seal to any instrument requiring it and to attest the same by his or her signature when authorized by the Board of Directors or when such instrument shall first have been signed by the President or the Vice-President or other duly authorized officer or agent;
(iii) keep the minutes of the Board of Directors meetings to be recorded in one or more books provided for that purpose, with the time and place of the holding of such meetings, how they were called or authorized, the notice given thereof, the names of those present, and the proceedings thereof indicated in the record;
(iv) to provide that proper notices are given in accordance with the provisions of these Bylaws. e. Treasurer The Treasurer shall be responsible for all funds and securities of the Association and shall have the general powers and duties usually vested in the office of the Treasurer of the corporation and shall have such other powers and duties not inconsistent with these Bylaws as may be assigned to him or her from time to time by the Board of Directors or the Chairperson, including the powers and duties to
(i) enter or cause to be entered regularly in the books to be kept by the Treasurer or under his or her direction for that purpose a complete and correct account of all monies received and disbursed by the Association;
(ii) render a statement of the financial accounts of the Association to the Board of Directors at such times as may be requested;
(iii) exhibit the books of account of the Association -and all securities, vouchers, papers and documents of the Association in his or her custody to any member or designee of the Board of Directors upon request;
(iv) submit a full financial report to the members of the Association at the annual Board meeting. Funds shall be deposited in a bank designated by the President. All checks shall be signed by President, the President Elect, and the Treasurer. Dues to the Arizona Association of Chicanos for Higher Education shall be kept by the Association upon receipt from individual members. The Treasurer and/or Secretary shall keep an accurate record of all individual members paying through the State office and shall furnish all officers an annual up-to-date list of paid members. The Treasurer shall release to his successor within ten (10) days of vacating office all books, records, and papers, and receive a listed receipt therefore from the incoming Treasurer. f. Newsletter Editor The Newsletter Editor shall be responsible for preparing a yearbook, three (3) newsletters, and any other distributions called for by the Board of Directors for the total membership’s reading. g. Membership Coordinator The Membership Coordinator shall be responsible for retaining and recruiting members to the Association. She/He shall work with Chapter Representatives as appropriate
Section 3.02 – Chapter Representatives Each AACHE chapter will elect a chapter Representative to the Sate Board with the option of having a proxy vote. In a case where there is no Chapter Representative who attends the AACHE Board Meetings, the AACHE President may designate a Chapter Representative subject to the approval of the Board of Directors
ARTICLE IV- COMMITTEES
There shall be the following standing committees: Nominating, Membership, Newsletter, Articles and Bylaws, and Program.
Section 4.01 – Nominating Committee The Nominating Committee shall consist of at least three members. the chair shall be appointed by the president and subject to the approval of the board.
Section 4.02 – Membership Committee The Membership Committee shall consist of at least four (4) members. The membership coordinator shall act as chairperson who will have the responsibility of conducting membership drives.
Section 4.03 – Newsletter Committee The Newsletter Committee shall consist of the Newsletter Editor as the Chairperson and three (3) other members selected by the Newsletter Editor and approved by the Executive Committee. The Committee’s responsibility is to prepare and issue a yearbook which shall have as minimum contents the proceedings of the annual meeting, calendar of the coming year, and the roster of active members. The Committee will prepare and issue at least three (3) newsletters and any other – mass distribution called for by the Executive Committee. Prior to the annual meeting, the Newsletter Committee shall serve as a Resolutions Committee. At least one of the newsletters will contain such proposed resolutions as shall have been submitted to the Executive Committee in writing by members of the Association at least sixty (60) days before the annual meeting.
Section 4.04 – Articles and Bylaws Committee The Articles and Bylaws Committee shall consist of a chairperson and three (3) members of the Association, all appointed by the President. Its function shall be to consider proposed amendments or changes to the constitution of this Association. To pass and then be presented for a vote to the general membership, amendments and changes to the bylaws need a 2/3 favorable vote from the state board members at a business meeting.
Section 4.05 – Program Committee The Program Committee shall consist of the President-Elect as chairperson or designee and four (4) or more other members. The committee shall -be responsible for the planning and implementation of the program at the time of the annual or other meetings of the Association. The Program Committee will submit to the Board of Directors a budget estimate to plan the annual meeting. The chairperson is authorized to expend monies as approved by the Board of Directors. All expenditures will be submitted at the next Board of Directors meeting for their approval.
Section 4.06 – Other Committees The Board of Directors from time to time may establish other committees, which shall have such duties and the members of which shall hold office for such periods as the Board of Directors from time to time may determine. The rules of procedure of such committees shall be determined from time to time by the Board of Directors, by the respective committees. Any such committee may be abolished or any member thereof removed, with or without cause, at any time by the Board of Directors.
Section 4.07 – General Responsibilities of Committees
a. In addition to the foregoing specific duties prescribed for committees of the Association, each committee shall perform other duties and assume other responsibilities as may be delegated by the Board of Directors.
b. The chairperson of each committee may participate fully in committee discussions and deliberations and may vote as does every other member except where specifically stated to the contrary.
c. Each committee shall select its own secretary who shall prepare a report of each meeting and file one copy with the Secretary of the Association, and one copy with each member of the committee.
Section 4.08 – Term of Office Each member of any committee established pursuant to the Bylaws shall serve until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee shall be abolished, or unless such member shall be removed, or unless such member shall cease to qualify as a member thereof.
Section 4.09 – Notice of Committee Meetings Written notice on the AACHE website, including time and place, of all committee meetings shall be given by the committee chairperson to the members thereof at least five (5) days prior to such meeting. Each committee shall keep regular minutes of its proceedings, and send a written report to the President noting their activities. A copy of the report will be made part of the agenda for the next scheduled Board of Directors meeting.
Section 4.10 – Quorum: Majority Vote At meetings of committees other than the Executive Committee, a majority of the number of members of the committee shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee, except as otherwise specifically provided by statute, the Articles of Incorporation, or these Bylaws. If a quorum is not present at a meeting of any committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present.
ARTICLE V- MEMBERSHIP CATEGORIES
Any person or institution in the State of Arizona that is interested in the stated purposes of the corporation may become a member of the Arizona Association of Chicanos for Higher Education The respective categories for membership in the Association shall be as follows:
1. Professional Member – an employee of a college or university.
2. Student Member- a person enrolled in an Arizona two (2) or four (4) year higher education institution.
3. Honorary Member – an individual not living in Arizona identified by the Executive Committee who has performed services which coincide with the Association’s purposes.
4. Institutional Member – any state or private two (2) or four (4) year college or university or other institution that supports and furthers the goals of the Association. Institutions under this category would receive the AACHE newsletter and other publications, a list of current members, and notification of the annual conference and other Association activities.
5. Affiliate/Community Member – not an employee of a college or university but supports AACHE’s purpose.
ARTICLE VI- FISCAL MANAGEMENT
Section 6.01 – Calendar Year The calendar year shall commence on January 1st of each year and shall end on December 31st.
Section 6.02 – Deposit of Funds All funds of the Association not otherwise employed shall be deposited in federal or state insured banks, credit unions, trust companies, or other reliable depositories as the Board of Directors from time to time may determine. Endorsements for deposits to the credit of the Association shall be made in a timely manner and reported by the Treasurer to the Board of Directors.
Section 6.03 – Disbursements All disbursements by the Association shall be by check, except in the case of petty cash disbursements, which shall be drawn by check initially. Each check will be signed by the treasurer, president, and president-elect. All disbursements, checks, drafts, endorsements, notes, and evidence of indebtedness of the Association shall be signed by three (3) officers or agents of Association and in such manner as the Board of Directors from time to time may determine. No loans or advances shall be contracted on behalf of the Association, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any such authorization shall relate to specific transactions, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Association.
Section 6.04 – Contracts The President or any other person specifically authorized by the Board of Directors, may, in the name of and on behalf of the Association, enter into those contracts or execute and deliver those instruments that are specifically authorized by the Board of Directors. Without the express and specific authorization of the Board of Directors, no officer or other agent of the Association may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.
Section 6.05 – Auditing The Board, through the Treasurer, shall cause the accounts of the Association to be audited annually by an independent C.P.A. firm. The results of the audit will be made part of the official records that are maintained by the Board of Directors. In addition, the recommendations submitted by the independent C.P.A. firm should be considered by the Board of Directors at the next meeting.
Section 6.06 – Dues a. Annual dues and membership year shall be set annually by the Executive Committee in cooperation with each AACHE Chapter. b. Dues of Professional and Student Members and all contributions received shall be used only for the general operating expenses of the Association as determined by the Executive Committee. c. Travel reimbursement and honoraria, if any, shall be set by the Executive Committee but no member of the Executive Committee may vote on any question involving travel reimbursement or honoraria to be paid to her/him. e. Financial statements indicating reserves and obligations, reserve expenses and account balances shall be prepared by the Treasurer for consideration and approval by the Board of Directors.
ARTICLE VII- PUBLIC STATEMENTS
Section 7.01 – Policy No statement, news release, public announcement, circular, letter, or other communication shall be issued on Association stationary or under the Association’s logo or in the name of the Association’s logo or in the name of the Association or any of its officers or committees unless it shall have been specifically authorized and approved by the Board of Directors.
ARTICLE VIII- CHAPTERS
Section 8.01 – Eligibility Any group of persons employed at an Arizona college or university may organize and be eligible for recognition as an AACHE Chapter provided that the group meets the following standards:
a. The main purpose of the Chapter shall be to support the purposes of AACHE as declared in AACHE’s Articles of Incorporation and Bylaws.
b. The group shall establish bylaws that are consistent with those of AACHE, elect officers, and establish a mailing address prior to petitioning for recognition as a chapter of AACHE.
c. The Chapter shall limit its membership to the AACHE Membership Coordinator.
Section 8.02 – Certification Upon petition by an eligible group, the Board of Directors may certify the group as an AACHE Chapter, provided that the petitioning group has met the minimum standards required for Chapters.
Section 8.03 – Service to Chapters AACHE shall strive to give effective service to its campus chapters. Chapters may petition AACHE’s support on local issues.
ARTICLE IX- TASK FORCE
Section 9.01 – Position Papers The President with the approval of the Board of Directors shall appoint a Task Force(s) to explore and develop position papers on any issue(s) deemed necessary. Specific stipulations drafted by the President and the Board of Directors shall be transmitted to a Task Force when it is formed.
ARTICLE X- INDEMNIFICATION OF BOARD DIRECTORS
Section 10.01 – Indemnification Any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that she/he is or was a Director of the Association shall be indemnified by the Association against any and all liability and the reasonable expenses, including attorneys’ fees and costs, incurred by her/him (or by her/his heirs, executors, or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relating to matters as to which it shall be adjudged in such action, suit or proceeding. That such Director is liable for negligence or misconduct in the performance of her/his duties. Such right of indemnification shall not be deemed exclusive of any other right to which such Director (or such heirs, executors, or administrators) may be entitled apart from this Article.
Section 10.02 – Insurance and Other Indemnification The Board of Directors shall have the power to
(a) purchase and maintain, at the Association’s expense, insurance on behalf of the Association and on behalf of others to the extent that power to do so has been or may be granted by statute, and
(b) give other indemnification to the extent permitted by law.
ARTICLE XI- AMENDMENT OF ARTICLE OF INCORPORATION AND BYLAWS
Section 1 1.01 Amendments Amendments to the Articles of Incorporation and Bylaws of AACHE shall be submitted in written form by their proponents to the Board of Directors of the Association through the Articles and Bylaws Committee at least two (2) calendar months prior to the annual meeting of the Association. The Articles and Bylaws Committee shall submit all proposed amendments at the annual meeting of the Association. All amendments shall be adopted upon a simple majority of the members present and voting at the annual convention.
ARTICLE XII- CONFLICTS OF INTEREST
Section 12.01 – Conflict of Interest A board member shall not vote on any issue whose passage or rejection would affect that member’s financial gain or loss. Any members who find themselves in conflict of interest shall inform the chairperson or person presiding of said conflict, and the secretary shall so note in the minutes. When a question exists as to conflict, the chairperson or presiding person shall have the authority to decide whether such conflict of interest exists.
ARTICLE XIII- DISSOLUTION
Section 13.01 – Dissolution In the event of dissolution of the ARIZONA ASSOCIATION OF CHICANOS FOR HIGHER EDUCATION, INC. (AACHE), any funds directly donated to AACHE, shall be distributed to one or more regularly organized and qualified charitable, educational or health organizations in Phoenix. No part of said funds shall insure, or be distributed to members of the Board. Note: Effective Date: The bylaws were adopted and ratified by a two-thirds majority vote of persons present at an organizational meeting called for such purpose, held in the City of Tempe , State of Arizona , on the ___ day of October 1984. AMENDED: November 13, 1992 at the Annual Meeting held at _____ Arizona . ______1985 at the Annual Meeting held at ________Arizona; November 4, 1994, at the Annual Meeting held at Northern Arizona University, in Flagstaff, Arizona; and at the Annual Meeting held on November 21, 2003 at Pima Community College—West Campus. [LATEST PROPOSED REVISION, NOVEMBER 21, 2003 .]