Council for Advancement and Support of Education District III
ARTICLE I — NAME
A. Name. The name of this organization shall be Southeastern District III (hereinafter called the District) of the Council for Advancement and Support of Education (hereinafter called CASE), a nonprofit corporation incorporated under the laws of the District of Columbia, which has its principal office in the District of Columbia.
A. Purposes. CASE helps its members build stronger relationships with their alumni and donors, raise funds for campus projects, produce recruitment materials, market their institutions to prospective students, diversify the profession, and foster public support of education.
CASE also offers a variety of advancement products and services, provides standards and an ethical framework for the profession, and works with other organizations to respond to public issues of concern while promoting the importance of education worldwide.
The purpose of this District shall be identical with those of CASE, as set forth in the Articles of Incorporation and Bylaws adopted July 10, 1975, or as subsequently amended. In all regards, however, the policies, programs and affairs of the organizations shall be consistent with the Articles of Incorporation and Bylaws of CASE, the policies established from time to time by the Board of Trustees of CASE, and subject to the general supervision and control of the Board of Trustees of CASE.
B. Organization. The organization is [organized and is] to be operated exclusively for charitable and educational purposes with the meaning of Sections 501 (c) (3) and 170 (c) (2) (B) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal revenue law). No part of the net earnings of the organization shall inure to the benefit of or be distributable to its directors, officers, other private individuals or organizations organized and operating for a profit (except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as hereinabove stated). No substantial part of the activities of the organization shall be carrying on propaganda or otherwise attempting to influence legislation and the organization shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE III — MEMBERSHIP AND VOTING
A. Members. Members of the District shall be those not-for-profit institutions which are Members of CASE in the states of Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, and such other states or parts of states or other countries as may in the future be added by CASE Board of Trustees.
B. Educational Associates. The individual representatives of Educational Associates of CASE in the District shall be included in District activities, but without voting privileges.
C. Member Representatives. The individual representatives of the Members in the District, appointed according to the schedule established by CASE shall constitute the body responsible for conducting the business and activities of the District. Each Member educational institution shall have one vote, which shall be cast by its one representative serving as CASE coordinator for membership and voting purposes or by proxy.
D. Voting. A simple majority of those present and voting at any Annual Meeting or special meeting or of those voting in any mail balloting conducted by the District Board of Directors shall be required for action unless otherwise provided in these Bylaws.
ARTICLE IV — MEETINGS OF MEMBERS
A. Annual Meeting. The District shall hold an Annual Meeting of the membership for the purpose of transacting such business as may be properly brought before the meeting.
B. Special Meeting. Special meetings of the District membership may be called from time to time by majority vote of the District Board of Directors and shall be convened by the District Chair within sixty (60) days following receipt by the Chair of a written petition calling for such meeting and signed by not less than one-fourth (1/4) of the member institutions.
C. Annual Conference. The Annual Meeting shall be part of an Annual Conference devoted to such discussions, lectures, workshops, and similar participatory endeavors as will best serve the professional needs of the various Member Representatives in the District.
D. Other Programs. The District shall sponsor such other conferences, workshops, and events as may from time to time be deemed necessary by the Board of Directors to serve special needs of all or part of the membership.
E. Quorum. Except as otherwise provided in these Bylaws, a quorum for the transaction of business at any Annual Meeting or special meeting of the membership shall consist of the Representatives [representation by persons present] of not less than one-fifth (1/5) of the member institutions. [There shall be no voting by proxy at any such meetings.]
F. Time, Place, and Notice. The time and place of the Annual Meeting, the Annual Conference, and any special meetings or programs shall be determined by the District Board of Directors, and written notice of same be sent to Member Representatives electronically or first-class mail not less than thirty (30) days prior to any such event, or by third class mail not less than sixty (60) days prior to any such event.
G. Parliamentary Authority. The latest edition of Robert’s Rules of Order shall govern the conduct of business affairs of the District in all such situations to which the rules are applicable and in which they are not consistent with these Bylaws or those of CASE.
H. Nominating Committee. The District Nominating Committee shall consist of the Immediate Past-Chair, who shall chair the committee and not fewer than four other member representatives appointed by the District Chair: but there shall be no more than one committee member from any one state. The Nominating Committee, after obtaining the consent of the nominees to serve, shall submit for vote at the Annual Meeting a full slate of officers, consisting of Chair-Elect/Parliamentarian, Secretary/Archivist and Treasurer/Audit and three Directors-at-large. The Nominating Committee shall also slate a nominee for the position of CASE District III Trustee from the list of those who have formerly served the District faithfully and conscientiously. The Chair and Immediate Past-Chair assume their office automatically [at the conclusion of the Annual Meeting] on July 1 after the biennial election of officers and directors.
ARTICLE V — OFFICERS AND COMMITTEES
A. Officers. Officers of the District shall be a Chair, Immediate Past-Chair, Chair-Elect/Parliamentarian, Secretary/Archivist, and Treasurer/Audit, each of whom shall serve two-year terms.
B. District Trustees. The District Trustee shall serve a three-year term.
C. Eligibility. To be eligible for election to office, a Member Representative must have been affiliated with the District for at least one year prior to election. No person who ceases to be a Member Representative in the District, or whose Member Institution ceases to be a District member of CASE shall continue in office after termination of affiliation with a Member Institution or Member Institution’s affiliation with CASE.
D. Election and Installation. The Chair-Elect/Parliamentarian, Secretary/Archivist, Treasurer/Audit and three Directors-at-Large shall be elected at the Annual Meeting in odd-numbered years and shall transition into office at the close of that Annual Conference following their election.
E. Vacancies. Vacancies occurring in any of the offices shall be filled for the unexpired portion of the term by the District Board of Directors except that the Chair-Elect shall immediately succeed to the office of Chair if that office becomes vacant.
F. Board of Directors. The District Board of Directors shall consist of the five officers and three Directors at Large elected by the membership and the following individuals appointed by the District Chair: Conference Chair(s), Conference Program Chair(s) Membership Chair, Marketing/Communication Chair, Site Selection Chair, Award’s Chair, and the Opportunity and Inclusion Chair. Appointments to the Board of Directors shall be made by the District Chair in such manner as to insure that each state in the District is represented on the Board of Directors. Member representatives serving as Trustees of CASE shall serve as ex-officio members of the Board of Directors. Any member representative who sits on one of the CASE International Commissions (Alumni Relations, Philanthropy, Marketing and Communications) may also serve as an ex-officio member of the Board of Directors. The Board of Directors may authorize an Executive Committee comprised of the five officers to conduct business on its behalf.
G. Duties of Board of Directors. Duties of members of the Board of Directors shall be those normally pertaining to their respective titles and corresponding to the guidelines stated in the current CASE District Operating Manual, and each member shall be responsible for the transmittal of such reports and records to their successors and to the membership as may be appropriate and necessary for continuity in the orderly conduct of District business. The Secretary/Archivist shall be responsible for submitting Board-approved documents that serve as the official record of CASE District III to CASE International as is routine, required or upon request. The Board of Directors shall be responsible for development and maintenance of guidelines and standing procedures for conferences, exhibits, awards, honors competitions, and other events and projects related to Distinct activities.
G. (i) Voting Procedures of the Board of Directors. All business of the District requiring a vote of the Board of Directors shall be held during a face to face meeting of the Board or a conference call of the Board where all members can hear one another.
G. (ii) Electronic Voting by the Board of Directors. In concert with the laws governing CASE International, no electronic voting of any District business, operational or administrative, shall be allowed.
G. (iii) Quorum. Except as otherwise provided in these Bylaws, the presence of a majority of the Board members present shall constitute a quorum. There shall be no voting by proxy at any such meetings.
G. (iv) Conflict of Interest. No contract or transaction between CASE and one (1) or more of its District Board members or between CASE and any other corporation, partnership, association, or other organization in which one (1) or more of the District Board members are officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the District Board member is present at or participates in the meeting of the District Board that authorizes the contract or transaction, or solely because said District Board member’s or members’ votes are counted for such purpose, if the contract or transaction is not prohibited by law and does not affect the corporation’s status as a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) and is not an “act of self-dealing” within the meaning of Section of 4941 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), and if:
(a) The material facts as to said District Board member’s relationship or interest and as to the contract or the transaction are disclosed or are known to the District Board member, and the member in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested District Board members, even though the disinterested District Board members may be less than a quorum; or
(b) The contract or transaction is fair as to CASE as of the time it is authorized, approved or ratified by the District Board members
G. (v) Interested District Board members may be counted in determining the presence of a quorum at a meeting of the District Board
G. (vi) As provided in Article VI.D. of these Bylaws, no loans shall be made by CASE to its District Board members or officers.
H. Nominating Committee. The District Nominating Committee shall consist of the Immediate Past-Chair, who shall chair the committee and not fewer than four other member representatives appointed by the District Chair; but there shall be no more than one committee member from any one state. After obtaining the consent of the nominees, the Nominating Committee shall submit for vote a full slate of officers consisting of Chair-Elect/Parliamentarian Secretary/Archivist, and Treasurer/Audit and three Directors-at-Large at the Annual Meeting. Each officer shall transition into their elected office at the conclusion of the Annual Meeting.
I. Other Committees. The District Chair shall appoint such other committees as may be necessary to carry out the business and activities of the District.
ARTICLE VI — FISCAL MATTERS
A. Fiscal Year. The fiscal year of the District shall begin on July 1 and end on June 30.
B. Fiscal Agent. The District Board of Directors shall act as fiscal agent for the District and shall determine and authorize such procedures as it deems necessary for the proper handling of District finances, but shall not incur deficits on behalf of the District.
C. Financing. The Board of Directors shall set such fees for the Annual Conference and other programs as will cover all costs to the District and provide funds for other District activities and the expenses of conducting District business, said funds to be maintained in trust by CASE International subject to withdrawal upon authorization by the District Chair to the District Treasurer/Audit. The District Chair may sign withdrawal orders and checks in the event the District Treasurer/Audit is not available to do so.
D. Fiscal Obligation. No financial obligation shall be incurred on behalf of the District by any Member, Member Representative, or Committee except as authorized by the District Board of Directors. No loans shall be made by CASE to its District Board members or officers.
ARTICLE VII — LIQUIDATION AND DISTRIBUTION OF ASSETS
Upon dissolution or final liquidation, the organization shall, after paying or making provision for the payment of all the lawful debts and liabilities of the organization, distribute all of the assets of the organization to the following:
(a) To CASE, if CASE shall qualify at the time of distribution as an organization exempt from federal income taxation under 501 (a) of the Internal Revenue Code of 1954 as an organization described in Section 503 (c) (3) of any future United States internal revenue law;
(b) If CASE shall not so qualify, then to a nonprofit organization or organizations having similar aims and the organization and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall qualify under Section 115 (a) of the Internal Revenue Code of 1954 or as an organization described in Section 501 (c) (3) of such Code (or the corresponding provisions of any future United States internal revenue law).
ARTICLE VIII — RATIFICATION, AMENDMENT, AND SUSPENSION OF BYLAWS
Delete: [Ratification and Effective Date. Ratification of these Bylaws is by vote of the Members and the Bylaws are then effective.]
A. Amendment. These Bylaws may be amended at any Annual Meeting of the District, after written notice to Member Representatives thirty (30) days prior to that meeting of the proposal(s) to amend, or by mail balloting conducted by the Board of Directors. No such Amendment shall be effective until approved by a majority vote of the Board of Trustees of CASE.
Officially approved at Annual Conference February 18, 1979.
Amended March 6, 1991, at the Annual Meeting of CASE District III [and] ratified by the Board of Directors of CASE District III on March 19, l991 [Also] approved by the CASE Washington Board of Directors on April 29. 1991.