Bylaws

BYLAWS OF THE

ASSOCIATED COLLEGES OF THE CHICAGO AREA

Article I

MEMBERSHIP AND DUES

Section 1            Name of Association

The Corporation shall be called and designated as the Associated Colleges of the Chicago Area, hereinafter known as ACCA.

Section 2            Charter Members

Charter Memberships shall consist of the following institutions:

Aurora University                                  Aurora, IL
Benedictine University                          Lisle, IL
Concordia University                            River Forest, IL
Dominican University                            River Forest, IL
Elmhurst College                                  Elmhurst, IL
Judson College                                     Elgin, IL
Lewis University                                    Romeoville, IL
North Central College                           Naperville, IL
North Park University                            Chicago, IL
Olivet Nazarene University                    Kankakee, IL
St. Xavier University                              Chicago, IL
Trinity Christian College                        Palos Heights, IL
Trinity International University              Deerfield, IL
University of St. Francis                        Joliet, IL
Wheaton College                                  Wheaton, IL

Section 3            Eligibility for Membership

Membership shall be limited to privately owned and operated colleges exempt from Federal income tax under Section 501 (c) (3), or its equivalent, of the Internal Revenue Code of 1954.

Section 4            Membership Fees

Dues, limited to such amounts as may be approved by a two-thirds vote of the member institutions represented at the annual meeting, shall be assessed annually by the Board of Directors.

Section 5            Voluntary Activities and Fees

With the approval of the Executive Committee of the Board the member institutions may participate in ACCA-sponsored activities involving additional expenses to the participants on a voluntary basis.

Section 6            Application for Membership

Colleges seeking affiliation with the ACCA may apply for membership by written communication addressed to the Secretary of the ACCA.  A college will be admitted by approval of two-thirds of the member institutions represented at the annual meeting.

Section 7            Withdrawals from Membership

A member institution may resign its membership in the Corporation with a thirty-day written notice to the Secretary.

Section 8         Termination of Membership

A member institution may have its membership terminated in the Corporation for cause (for example, non-payment of dues) by approval of two-thirds of the member institutions represented at the annual meeting, with a thirty-day written notice.

Section 9            Fiscal Year

The fiscal year of ACCA shall extend from July 1 to the following June 30 inclusive.

Article II

BOARD OF DIRECTORS

Section 1            Membership of Board

The government of the Corporation shall be vested in a Board of Directors, consisting of the chief academic officer of each  member institution, or other principal academic officer designated by the member institution.  Each Board member shall serve on an institutional basis and not a personal basis.  No member of the Board shall be presumed to have the authority to enter into contracts with ACCA on behalf of their institution.

Section 2          Powers of Board

The Board of Directors shall be the governing body of the Corporation and shall approve and be responsible for all policies, studies, projects and activities.

Section 3            Regular Meetings of the Board

The annual meeting of the Board of Directors shall be held during the spring each year at such time and place as shall be designated by the Executive Committee in writing, mailed to each member thirty days in advance of each meeting.  Other meetings of the Board of Directors may also be held at dates agreed upon by the members of the Executive Committee.  Two-thirds of the members of the Board of Directors or their alternates shall constitute a quorum at the meetings of the said Board.

Section 4            Special Meetings of Board

Special meetings of the Board of Directors may be called at any time by the Chair, or in the chair’s absence by the Secretary, or upon the written request of the majority of the said Board.  At least ten days notice of any special meeting must be given to the members of the Board and the notice of such a meeting should state its purpose.

Section 5            Officers of Board

The officers of the Board of Directors shall be a Chair, Vice-Chair, Secretary, and Treasurer.  The election of officers shall occur at the annual meeting.  The term of office for the Chair and Vice-Chair shall be for two years. The Vice-Chair shall succeed to the Chair position at the end of the chair’s term.  The Secretary and the Treasurer shall be elected to three-year terms and they may succeed themselves in office.  The Chair, Vice-Chair, Secretary, and Treasurer must be members of the Board.

Section 6            Duties of Chair

The Chair or, in his absence, the Vice-Chair, shall preside over all meetings of the Board.  In the event of the absence of both, a temporary presiding officer shall be elected from among those present.  The Chair shall appoint all committees of the Board of Directors unless specifically provided otherwise.  The Chair shall be a member ex-officio of all such committees.

Section 7            Duties of Secretary

The Secretary shall keep a complete record of all proceedings of the Board of Directors and shall perform all other duties usually pertaining to the office of Secretary.

Section 8            Executive Committee

There shall be an Executive Committee of the Board consisting of the Chair, Vice-Chair, Secretary, Treasurer, and three additional directors of the Board. Subject to the direction of the Board, the Executive Committee shall have and may exercise the powers of the Board of Directors in the interval between the meetings.  In the absence of any member of the Executive Committee, the Chair may designate another member of the Board of Directors to serve on the Executive Committee during such absence.  The Secretary of the Board shall act as Secretary of the Executive committee and shall keep its records in the same manner as those of the Board.

Three members of the Board shall be elected to serve on the Executive Committee at the first annual meeting for terms of one, two, and three years respectively. At subsequent annual meetings one member of the Board will be elected for a three-year period to fill the expiring position on the Executive Committee.  Four members of the Executive Committee shall constitute a quorum.

Section 9            Executive Director

The Board of Directors may select and appoint an Executive Director for such term, duties, and compensation as the Board shall deem.

Section 10            Financial Authority

The Board of Directors shall be authorized to receive contributions, the funds from which shall be utilized by the Corporation to carry out and accomplish its objectives.  Funds may not be accepted by the Corporation upon conditions requiring their return, transfer, or conveyance, in the event of dissolution of the Corporation, to donors or grantors who are not themselves exempt from Federal income tax under section 501 (c)(3), or its equivalent, of the Internal Revenue Code of 1954.

Section 11            Nomination of Officers

The Board of Directors shall elect at its annual meeting by plurality vote the nominating committee of three members to serve for the ensuing calendar year.  It shall be the duty of the nominating committee to nominate individuals as needed for Vice-Chair of the Board, Secretary, Treasurer, and membership of the Executive Committee.  Nominations shall be made at least one month prior to any meeting at which elections are to be held.

Article III

OFFICERS

Section 1            Officers of the Corporation

The officers of the Corporation shall be a Chair, Vice-Chair, Secretary and Treasurer.

Section 2            Duties of Chair

The Chair shall have the general supervision over the affairs of the Corporation and shall be responsible for carrying out the policies and programs of the Corporation.  At the direction of the Board and with the approval of the Executive Committee the Chair shall execute bonds, mortgages, deeds, and other contracts on behalf of the ACCA.   The chair shall be ex-officio, a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the Chair of a corporation.

Section 3            Duties of Vice-Chair

The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as the Board of Directors shall prescribe.

Section 4            Duties of Secretary

The Secretary shall keep a complete record of meetings of the Board of Directors and of the Executive Committee and shall perform all other duties usually pertaining to the Office of Secretary.

Section 5            Duties of Treasurer

The Treasurer shall maintain proper financial records and be custodian of all funds and make disbursements as approved by the Executive Committee.  The Treasurer may, with Executive Committee approval, appoint the chief business officer of one of the member institutions to serve as fiscal agent with some or all of the responsibilities that pertain to the Office of Treasurer.

Section 6            Duties of Executive Director

An Executive Director may be selected by the Board of Directors to serve for such period of time and on such terms and on such authority as the Board shall prescribe.  Projects, programs, and activities approved by the Board shall be carried out under the direction of the Executive Director in accordance with the policies and instructions of the Board.  The Executive Director may arrange for employment of consultants and other paid staff as authorized by the Board of Directors.  The Executive Director may share with the Chair, in such a manner as the Board may deem, the responsibility for handling the ACCA relations with other organizations, public and private.

Article IV

COMMITTEES

Section 1            Standing Committees

There shall be planning committees, one for each discipline of biology, business/economics, chemistry, mathematics, physics, computer science, psychology, sociology/anthropology, or other collaborative venture as approved by the Board of Directors.  Every full-time instructor in each of the above disciplines in each of the member colleges is a member of the committee.  It shall be the responsibility of the committee to elect a Chair during the year to serve for one year.  The Chair of each Planning Committee shall report to the Executive Committee at least once annually and at other times at their discretion or at the request of the Executive Committee.  It shall be the responsibility of each Planning Committee to plan programs that will utilize, when appropriate, the instructional laboratories at facilities available for cooperative academic activities.  These plans shall be forwarded to the Executive Committee for review.

Section 2            Ad Hoc Committees

The Board may appoint other committees if deemed necessary to the interests of ACCA.

Article V

RECORDS

The Corporation shall keep correct and complete books of record and account and shall also keep minutes of the proceedings of its Executive Committee, Board of Directors and other committees appointed by the Board of Directors.  It shall keep at the registered or principal office a record giving the names and addresses of every individual who is a member of the Corporation.  All books and records of the Corporation may be inspected by any member institution or its agent or attorney, for any proper purpose, at any reasonable time.

Article VI

USE OF FACILITIES

The research facilities and services provided by the ACCA shall be made available to all qualified scholars, investigators, and students, regardless of institutional affiliation, subject to such terms and conditions as the Board may determine.

Article VII

LIMITATION UPON LIABILITY

Except for the obligation to contribute funds to the working capital of the Corporation as stipulated in Article I, member institutions do not assume any responsibility or liability either in their individual capacities or jointly, financially or legally, for any action taken or not taken by the Corporation or its Board of Directors.  Individuals acting as members of the Corporation have no power or authority individually or collectively to act as agents for or to make any commitments binding upon any other member, and said Corporation shall act only through its Board of Directors, Executive Committee, or persons expressly authorized by the Board of Directors or Executive Committee to act for said Corporation.

 

Article VIII

RULES OR ORDER

Robert’s Rules of Order shall be the deciding factor in all parliamentary matters not specifically covered by the bylaws.

Article IX

 DISSOLUTION OF THE CORPORATION

The Corporation may be dissolved by a four-fifths affirmative vote of all the member institutions of the Corporation, said vote to be registered on behalf of each member by the director representing such member institution.  Any dissolution shall be effective as of the date specified by resolution therefore, provided, however, that said effective date shall be not less than sixty (60) days after the adoption of such resolution.  In the event of dissolution of this Corporation any assets thereof shall be applied and distributed as follows:

a.         All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or             adequate provision shall be made therefore.

b.         Any assets held by the Corporation upon condition requiring return, transfer or conveyance,  which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirement, provided donors or grantors are exempt from Federal tax under Section 501 (c)(3), or its equivalent, of the Internal Revenue Code of 1954.

c.         Assets held for charitable, educational, or similar use but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred, conveyed or distributed to the members of the Corporation who are then exempt from Federal income tax under Section 501 (c)(3), or its equivalent, of the Internal Revenue Code of 1954 in equal shares to be used by such members for educational purposes.

                                                                       Article X

AMENDMENTS

The bylaws may be amended by a two-thirds vote of the member institutions represented at the annual meeting.  The proposed amendment must be submitted to the Board members of the sponsoring institutions at least thirty days prior to the meeting at which the amendment will be voted on.

(MODIFICATIONS OF BYLAWS APPROVED BY BOARD OF DIRECTORS – 4/26/06)