Bylaws Amended: 06/03/2020ASSOCIATION OF CHIEF ACADEMIC OFFICERS BYLAWS ARTICLE I OFFICES Section 1. Location. The principal office of the Association of Chief Academic Officers (“ACAO”or the“Corporation”) shall be located at such a place as the Board of Directors shall from time-to-time designate. Section 2. Registered Office and Agent. The Corporation shall continuously maintain a registered office in the District of Columbia at such place as may be designated by the Board of Directors. The Corporation shall also have a registered agent whose office is identical with such registered office, as required by the District of Columbia Nonprofit Corporation Act. The registered agent shall be an individual resident of the District of Columbia or a Corporation, whether for profit or not for profit, authorized to transact business in the District of Columbia. Section 3. Other Offices. The Corporation may maintain additional offices at such other places within or without the District of Columbia, as the Board of Directors may designate from time-to-time, to conduct the affairs of the Corporation. ARTICLE II PURPOSE The Association of Chief Academic Officers (ACAO) will promote on a national level the educational interests of member institutions and their Chief Academic Officers (“CAO”). ACAO will, among other efforts, provide a forum for the development of academic affairs best practices; afford CAO members an environment in which they can discuss current academic issues of importance; and offer CAOs and other senior academic administrators an opportunity to communicate with, inform, and educate one another. ACAO is organized exclusively for educational and charitable purposes. Activities and programs sponsored by ACAO support the educational and professional development of CAOs and other academic administrators who aspire to become CAOs. The ACAO is an organization of CAOs helping, supporting, and educating CAOs. ARTICLE III BOARD OF DIRECTORS Section 1. Powers of the Board. The affairs of the Corporation shall be managed, supervised, and controlled by the Board of Directors, which shall be responsible for the overall policy and direction of the corporation. Further, the Board of Directors shall manage, supervise, and control the business, property, and affairs of the Corporation, except as otherwise expressly provided by law or the Articles of Incorporation of the Corporation. Directors need not be residents of the District of Columbia. Section 2. Number and Qualifications of Directors. The number of directors of the Corporation shall be no less than twelve or more than twenty individuals. The number of Directors may be increased or decreased from time-to-time by amendment to the Bylaws. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Only Provosts, Vice Presidents, Deans for Academic Affairs, or other senior academic administrators who serve as Chief Academic Officers of an accredited institution or system of higher education in good standing are eligible for election to the Board of Directors as voting members or as Officers of the Corporation. The editor of any journal, listserv, or other publication affiliated with ACAO may serve as an ex-officio, non-voting member of the Board of Directors and may serve in addition to the twelve to twenty elected directors. The President, from time to time, with approval of the board via vote may appoint honorary directors who serve on the board with voice but no vote and who serve in addition to the twelve to twenty elected directors. Such honorary directors may be called upon to contribute service to the Corporation. Section 3. Election and Term of Directors. The Nominating Committee shall solicit nominations for Directors approximately eight weeks prior to the organization’s annual meeting and shall be responsible for developing the slate of candidates. At least four Directors shall be elected per year. The Nominating Committee shall also include among the candidates for election up to three Directors at Large as may be necessary to assure representational balance on the Board. Directors shall be elected by institutional members from the slate of candidates presented via ballot in advance of the organization’s annual meeting. The ballot and slate may be presented electronically or by any other means permitted by law. Newly elected Directors shall take an oath of office and be presented to the membership during the organization’s annual business meeting. Directors shall hold terms of three years. After serving as Director for the equivalent of two three-year terms, a person cannot again be elected as Director until at least one year after completion of such person’s service as Director. Notwithstanding the foregoing, if a Director is serving as an Officer, and the term of such Director would expire so as to prevent such Director from serving as an Officer for a continuing year, the current term of such Director shall be extended for the duration of such Officer’s service as an Officer. Section 4. Vacancies. Any vacancy may be filled by the affirmative vote of a majority of the Directors then in office. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office and until his/her successor is elected and qualified. Section 5. Removal of Directors. A Director may be removed for cause at any time by action of the Board. Two-thirds of the members of the Board of Directors must vote for removal of said Director. Section 6. Resignations. Except as otherwise required by law, any Director of the Corporation may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Section 7. Quorum of Directors and Action by the Board. Unless a greater proportion is required by law, a majority of the Board of Directors shall constitute a quorum for the transaction of business. Except as otherwise provided by the Articles of Incorporation or these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. Section 8. Meetings of the Board. Regular meetings of the Board of Directors shall be held at the office of the Corporation or at other such place within or without the District of Columbia. The Secretary of the Corporation shall give a formal notice of such meeting lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting. 1. Special meetings of the Board of Directors may be called by an officer of the Board, by any two Directors or, if different, by the persons specifically authorized under the laws of the District of Columbia to call special meetings of the Board. Such meetings shall be held at the principal office of the Corporation or, if different, at the place designated by the person or persons calling the special meeting. For special meetings, at least one week prior notice shall be given by the Secretary of the Corporation to each Director of each special meeting of the Board. Section 9. Informal Action by Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board of Directors may be taken without meeting if all Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors shall be filed with the minutes of the proceedings of the Board. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all Directors may participate in a meeting of the Board or Board communications in such manner as all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting. Section 10. Compensation of Directors. The Corporation shall not pay any compensation to Directors for service rendered to the Corporation, except the Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by a majority of the entire Board. Section 11. Duties and Responsibilities of Directors. Many duties and responsibilities are entrusted to Board members and it is incumbent upon each Board member to understand and accept these responsibilities. All Board members have the duties of care, loyalty, and obedience to the Corporation. These duties are often manifested as follows: 1. All Board members are expected to attend and participate in all meetings of the Board of Directors; electronic participation is considered appropriate attendance. A Director whose attendance is deemed inadequate and inconsistent at meetings of the Board may be subject to removal as specified in Article III, Section 5. Removal of Directors. 2. All Board members have a fiduciary relationship to the Corporation to exercise sound stewardship over all resources entrusted to their care. 3. All Board members have a legal and moral obligation to remain informed about the organization, its finances, and its overall operations. 4. All Board members must be loyal to the organization by disclosing any potential conflicts of interest and by always working in the best interest of the Corporation. This includes supporting the efforts of Officers and promoting Corporate interests whenever possible. 5. All Board members are responsible for ensuring the Corporation obeys all laws and exhibits the highest standards of ethical behavior. Directors themselves must also obey all laws and exhibit high ethical behavior at all times. 6. All Board members are accountable to organizational members for the overall management and care of the Corporation. Thus, Board members should always provide members with accurate and sufficient information when seeking their support for decisions. ARTICLE IV MEMBERSHIP Section 1. Membership Classification. The Corporation shall have three primary classes of membership, with such benefits and privileges as the Board of Directors may establish. A. Institutional Membership. Active membership status in ACAO shall be open to any accredited institution or system of higher education with persons who serve in the position of Provost, Vice President for Academic Affairs, Dean of the College and/or similar titles constituting a CAO, provided that each such institution has paid any applicable membership dues set by the Board of Directors and designated the CAO representative who will vote on its behalf. Only representatives of active members of ACAO shall have the power to vote on such matters as the Board of Directors may from time-to-time submit to the members for vote. Institutions holding institutional membership in ACAO may identify current employees functioning in non-CAO roles to participate in ACAO events and activities, but only the institutional voting member (CAO) may serve on the Board of Directors. 1. B. Individual Membership. Individual membership status in the Corporation shall be open to any person who now or at any time in the past, has served in the position of Provost, Vice President for Academic Affairs, Dean of the College and/or similar titles constituting a chief academic officer at an institution of higher education or system of higher education, provided that such persons have paid any applicable membership dues set by the Board of Directors. Individual members of ACAO shall not have the power to vote, nor are they eligible for election to the Board of Directors or as Officers of the Association. 1. C. Professional Organization/Associate Membership. Professional organization/associate membership status in the Corporation shall be open to any organization whose work is aligned with the mission of the Association of Chief Academic Officers, ACAO, provided that such organizations have paid all applicable membership dues set by the Board of Directors. Professional organization/associate members of the Corporation shall not have the power to vote, nor are they eligible for election to the Board of Directors or as Officers of the Corporation. Other Membership Classes. The Board of Directors may from time-to-time establish such other membership categories (such as honorary members) with such qualifications and privileges as it deems appropriate. Section 2. Term of Membership. The term of any membership shall be for one year (January 1 – December 31); provided, however, that any member may resign at any time upon written notice to the Secretary of the Corporation (any resignation to take effect as specified therein or, if not so specified, upon receipt by the Secretary), and any member may be removed at any time with cause by a two-thirds vote of the Board of Directors for actions or conduct detrimental to the best interests of the Corporation. Failure to pay annual dues shall also automatically terminate membership. However, membership can be reinstated by paying the appropriate amount of dues. Section 3. Voting. Where a matter is submitted to the institutional members for vote, institutional members may vote at a meeting in person, by proxy, or by teleconference. In addition, voting on all matters may be conducted by mail including electronic mail ballot. Section 4. Annual Meeting. An annual meeting of the members shall be held for the transaction of such business as may properly come before the members on such date as determined by the Board of Directors. Section 5. Notice of Annual Meeting. Written or printed notice stating the place, date and time of the meeting shall be delivered to each member not less than ten nor more than ninety days before the date of the meeting, either personally, by e-mail or by post, by or at the direction of the President, or the Secretary, or the Officers or persons calling the meeting. Section 6. Quorum. Institutional members having at least fifty one percent (51%) of the votes entitled to be cast represented in person or by proxy shall constitute a quorum at a meeting of members for the transaction of any business. The institutional members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. ARTICLE V COMMITTEES Section 1. Committees; Authority. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors. These committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors of the Corporation. The following committees have been designated by the Board of Directors: the Nominating and Bylaws Committee, the Finance Committee, the Membership and Communications Committee, the Professional Development Committee, ,the Digital Learning Committee and the Innovation and Strategies Committee . Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director of any responsibility imposed upon it or him/her by law. ARTICLE VI OFFICERS, AGENTS AND EMPLOYEES Section 1. Officers. The Officers of the Board of Directors are President, Vice President who is also President-elect, Past President, Secretary, and Treasurer. The Board may, if it so determines, elect or appoint one or more additional Vice Presidents and such other Officers and Assistant Officers as may be deemed necessary. If the Board of Directors so determines, the Officers of the Corporation may be designated by such other titles as may be provided in the Articles of Incorporation or these Bylaws. Any two or more offices may be held by the same person except the offices of President and Secretary. Section 2. Election of Officers. The Nominating Committee shall solicit nominations for Officers from members of the Board of Directors approximately eight weeks prior to the Corporation’s annual Board of Directors meeting. Officers shall be elected by the Board of Directors from a slate of candidates presented during the Corporation’s annual meeting. Board Members serving on the Nominating Committee, at the time of the election, are not eligible to run for an Officer position. Section 3. Term of Office and Removal. The term of office for which each Officer is elected or appointed shall be one year. After serving as an Officer for the equivalent of two, one-year terms (in one or more positions), a person cannot again be elected as an Officer until at least one year after completion of such person’s service as Officer. Unless otherwise provided by resolution of the Board of Directors, all Officers shall be installed at the annual meeting of the Board. Any Officer may be removed by the Board of Directors at any regular or special meeting of the Board at which a quorum is present, whenever in its judgment the best interest of the Corporation will be served thereby; provided, however, that removal of an Officer shall be without prejudice to the contract rights, if any, of the Officer so removed. Section 4. Powers and Duties of Officers. Subject to the control of the Board of Directors, all Officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in these Bylaws or by the resolution of the Board and, to the extent not so provided, as generally pertaining to their respective offices. A. President. The President shall serve as the Chief Executive Officer of the Corporation. The President shall preside at all meetings of the Board of Directors and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all of the day-to-day affairs of the Corporation in accordance with policies and directives approved by the Board. B. Vice President/President-elect. The Vice President/President-elect shall serve in the absence of the President. In the event of the President’s inability or refusal to act, the Vice President/President-elect 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/President-elect shall perform such other duties and have such other powers as the Board of Directors may from time-to-time prescribe by standing or special resolution, or as the President may from time-to-time provide, subject to the powers and the supervision of the Board of Directors. C. Secretary. The Secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general, shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the Corporate Seal of the Corporation, if any; and shall have authority to affix the same to any instrument requiring it; and, when so affixed, it may be attested by his/her signature. The Board of Directors may give general authority to any Officer to affix the seal of the Corporation, if any, and to attest the affixing by his/her signature. 1. D. Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation. He/she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. The Treasurer shall be responsible for providing a written financial report to ACAO’s membership during the annual business meeting. He/she shall at all reasonable times exhibit the books and accounts to any Officer or Director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall from time-to-time be assigned by the Board. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his/her duties as the Board may require, for which he/she shall be reimbursed. 1. E. Past President.The Past President, which is the individual who most recently served as President, serves in an advisory capacity to the Officers and other Directors. Section 5. Agents and Employees. The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights. Section 6. Compensation of Officers, Agents, and Employees. The Corporation may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be fixed by the Board or, if the Board delegates power to any Officer or Officers, then by such officer or officers. ARTICLE VII MISCELLANEOUS Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board of Directors. Section 2. Corporate Seal. The Board of Directors shall decide whether it desires to have a Corporate Seal. Section 3. Checks, Notes and Contracts. The Board of Directors shall determine who shall be authorized from time-to-time to sign checks, drafts or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments. Section 4. Maintenance of Corporate Records. The Corporation shall keep at its principal office, (1) correct and complete books and records of account, (2) minutes of the proceedings of the members, the Board of Directors and any committee having any of the authority of the Board, and (3) a record of the names and addresses of the institutional members entitled to vote. All books and records of the Corporation may be inspected by any institutional member having voting rights, or his/her agent or attorney, for any proper purpose at any reasonable time. Section 5. Amendment of Articles and Bylaws. The Articles of Incorporation may be amended by a two-thirds vote of the Directors then in office. These Bylaws may be adopted, amended, or repealed when necessary by a two-thirds majority of the institutional members casting ballots. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. |