The name of the Corporation is The Association of Collegiate Conference and Events Directors-International.
Section 1. Purposes of the Association. |
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A. To unite in one organization those persons whose major responsibility is to provide conference and events services to their educational institutions; B. To provide high standards of business methods and ethical conduct among its members; C. To encourage a spirit of collegiality and cooperation in the business affairs of its members; D. To encourage communication and the sharing of ideas and information among professional colleagues; E. To encourage member institutions to view their conference and events personnel as professional employees; F. To promote the profession; G. To encourage and support the professional development of the membership. |
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| Section 2. Mission. | |
The mission of the Association is to improve, promote and recognize excellence in the collegiate conference and events profession. |
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ARTICLE III
Members
Section 1. Membership qualifications and privileges. The Association shall have the following members: |
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A. Any college or university shall be eligible for INSTITUTIONAL MEMBERSHIP. Said membership has the privilege of three (3) individual voting members from the institution. For an additional fee, established by the Board of Directors, an Institutional Membership may be entitled to more than three (3) voting members. B. Any individual personally or professionally involved in the field of collegiate conference and events management shall be eligible for INDIVIDUAL MEMBERSHIP and the privilege of one (1) voting member. C. Any business/corporation/company/foundation that supports or provides services for those in the field of conferences and event management shall be eligible for CORPORATE MEMBERSHIP and the privilege of one (1) voting member. D. Any non‑profit association or organization, other than an institution of higher education, shall be eligible for ASSOCIATE MEMBERSHIP. Said membership does NOT have any voting privileges, no right to be elected to the Board of Directors but does permit access to resources of ACCED‑I available to members in good standing. E. Any full-time matriculating undergraduate or graduate student in good standing with his/her institution shall be eligible for STUDENT MEMBERSHIP and the privilege of one (1) voting member. F. Any individual, who, in the opinion of ACCED‑I, deserves tribute and recognition for his or her contributions to the profession of conference and events management, may be nominated by a member of the Association for HONORARY MEMBERSHIP. Said membership has the privilege of one (1) voting member. |
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| Section 2. Voting Privileges. | |
| Each member of the Association with voting privileges shall be entitled to vote at each meeting or by written ballot. There shall be no voting by proxy. | |
ARTICLE IV
Board of Directors
| Section 1. Duties and Quorum. | |
It shall be the duty of the Board of Directors to have overall supervision of the affairs of the Association and determine the policies thereof. A majority of the Board of Directors shall constitute a quorum. The Board of Directors, by a majority vote, may bind the Association to such contracts as it deems necessary to carry out the business of the Association. |
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Section 2. Composition. |
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By the year 2007, the Board of Directors shall consist of 11 individuals (refer to Section 8). Seven directors shall be elected at-large. In addition, four elected directors shall serve as officers on the Executive Committee. |
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Section 3. Qualifications. |
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| Any person serving as a Director must be a voting representative of an institutional, individual, corporate, student or honorary member category and shall be a member in good standing. | |
Section 4. Appointments |
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The President shall appoint an eligible member in good standing to serve as the Chair of the Annual Conference and one member of the Board of Directors at-large to serve as the Recording Secretary. The Annual Conference Chair shall be responsible for the Annual Conference and appoint all appropriate subcommittees for the Annual Conference. The Recording Secretary shall keep minutes of the proceedings of the members and of the Board of Directors; shall ensure that all notices are duly given in accordance with the provision of these By-laws; and shall perform such additional duties as are relevant to such office or as may be assigned by the President or Board of Directors. |
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Section 5. Meetings. |
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The Board of Directors shall meet at least once per year. |
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Section 6. Advisory Committee. |
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All Past Presidents of the Association shall constitute a non-voting advisory committee to the Board of Directors. |
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Section 7. Executive Director. |
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The Executive Director of the Association shall serve as an ex-officio, non-voting member of the Board of Directors. |
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Section 8. Elections. |
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| The seven directors shall be elected by the Association's general membership. A committee appointed by the President, shall solicit nominations from the general membership prior to the Association's Annual Meeting. All nominations for the seven director positions will be reviewed by the committee with the objective of presenting to the general membership a slate of at least two fully qualified candidates for each vacancy. Final ballots shall then be distributed to the general membership, with voting to occur by mail or fax prior to the Association’s Annual Meeting. Results of the balloting shall be announced prior to the Annual Meeting with terms to begin immediately after the Annual Meeting. In the year 2007, the following three-year election pattern is established: three directors the first year, two directors the second year and two directors the third year. | |
Section 9. Corporate Members. |
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One corporate member may serve on the Board of Directors. Corporate members are ineligible to serve as officers. |
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| Section 10. Terms. | |
Directors will be elected for three-year terms. |
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Section 11. Vacancy. |
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In the case of a vacancy on the Board (excepting the office of President) the President shall have the power to appoint an eligible member in good standing to fill the same for the remainder of the term. The appointment is subject to Board approval. |
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Section 12. Succession. |
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Directors may not succeed themselves in the same capacity more than once. |
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Section 13. Voting. |
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| Each member of the Board of Directors who is present in person shall be entitled to one vote on each action item at each meeting of the Board of Directors, with the exception of the Executive Director. There shall be no voting by proxy. | |
Section 14. Action Without a Meeting. |
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| Any action required by law to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if every member of the Board in writing either: (a) votes for such action or (b) votes against such action or abstains from voting and waives the right to demand that a meeting be held. Action is taken only if the affirmative votes for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all the Directors then in office were present and voted. The action shall only be effective if there are writings, which describe the action, signed by all Directors, received by the -Association and filed with the minutes. Any such writings may be received by electronically transmitted facsimile or other form of wire or wireless communication providing the Association with a complete copy of the document including a copy of the signature. Actions taken shall be effective when the last writing necessary to effect the action is received by the -Association unless the writings set forth a different date. Any Director who has signed a writing may revoke it by a writing signed, dated, and stating the prior vote is revoked. However, such writing must be received by the Association before the last writing necessary to effect the action is received. All such actions shall have the same effect as action taken at a meeting. | |
ARTICLE V
Officers
| Section 1. Makeup/Elections. | |
The officers of the Association shall consist of four voting members and one non‑voting member (Executive Director) of the Board of Directors and shall act as the Executive Committee. Officers shall consist of the President, President-Elect, Treasurer and the Immediate Past President and shall be elected by the Board of Directors from current Directors. Elections shall be held at a time determined by the Board of Directors, but before the announcement of the slate for the Board of Directors. Terms will begin at the conclusion of the Association's next Annual Meeting. |
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| Section 2. Terms. | |
| The terms of the officers shall be President -1 year; President-Elect - 1 year; Treasurer - 2 years; Immediate Past President - 1 year. | |
| Section 3. Duties of the President. | |
| It shall be the duty of the President to preside at all meetings and enforce all rules and regulations relating to the administration of the Association. The President shall appoint all standing and special committees and project teams subject to approval by the Board of Directors. The President shall communicate Executive Committee decisions to the Board. | |
| Section 4. Duties of the President-Elect. | |
It shall be the duty of the President‑Elect to assume all powers and duties of the President in the absence of the President and assume the President's responsibilities if the President is unable to complete the term of office. |
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| Section 5. Duties of the Treasurer. | |
| The Treasurer shall approve the Annual Financial Report for presentation to the membership; present the Annual Financial Plan and make recommendations to the Board of Directors for approval; monitor the status of the Annual Financial Plan; and assume such other duties as may be assigned by the President or by the Board of Directors. | |
| Section 6. Duties of the Immediate Past President. | |
| The Immediate Past President shall be responsible for assessing the evaluation tool used for the Executive Director's annual performance review and lead the performance review meeting with the Executive Director. He/she shall also assume such duties as may be assigned by the President or by the Board of Directors. | |
| Section 7. Vacancy. | |
| In the case of a vacancy on the Executive Committee (excepting the office of President), the President shall have the power to appoint an eligible member in good standing to fill the same for the remainder of the term subject to Board approval. The vacancy of the office of President shall be filled by the President-Elect. | |
Section 8. Succession. |
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Officers may not succeed themselves in the same capacity more than once. |
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| Section 1. Executive Committee. | |
| The Executive Committee shall consist of the President, President‑ Elect, Treasurer , Immediate Past President and the Executive Director (ex-officio) and shall exercise administrative responsibility for the Association's activities. | |
| Section 2. Annual Conference Committee. | |
| The Annual Conference Committee will be chaired by an eligible member in good standing that is appointed by the President and approved by the Board of Directors. He/she shall plan a conference program and present its recommendations to the Board of Directors; coordinate the work of subcommittees; prepare conference meeting budget; and, report, on a timely basis, to the Board of Directors. | |
Section 3. Regional Development Committee. |
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| The Regional Development Committee, comprised of Regional Leaders, shall promote personal and professional growth on a regional basis and develop guidelines and policies for regional communications and development. The Association shall divide its membership by geographic regions. Each geographic region may have the following representatives: Regional Director, who shall represent a region in association matters; Regional Director-Elect, who may serve as the Chair of the Annual Regional Conference; and Area Representatives, who may assist both the Regional Director and the Regional Director-Elect in matters and affairs of the region. The Regional Leaders shall be bound to follow guidelines as approved by the Board of Directors. The Executive Committee shall approve any contracts entered into by the regions. | |
| Section 4. Other Committees. | |
Other Committees to assist in Association activities, as deemed necessary or desirable, shall be established (or may be discontinued) by the President with the approval of the Board of Directors. |
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ARTICLE VII
Meetings of the Association
Section 1. Annual Meeting. |
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| The Annual Meeting of this Association shall be held at the Annual Conference for the purpose of transacting all business as shall come before it. | |
| Section 2. Special Meetings. | |
| The President or any three members of the Board of Directors, with five days written notice, may call special meetings of the Association. | |
| Section 3. Quorum. | |
| A majority of the members in attendance shall constitute a quorum to transact any business duly presented at any meeting | |
Section 4. Action by Written Ballot. |
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| Any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the Association delivers a written ballot to every member entitled to vote on the matter. The written ballot shall: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against the proposed action. Approval by written ballot shall only be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall: (a) indicate the number of responses necessary to meet the quorum requirements; (b) state the percentage of approvals necessary to approve each matter other than election of directors; (c) specify the time by which the ballot must be received by the Association in order to be counted; and (d) be accompanied by written information sufficient to permit each person voting to reach an informed decision. Written ballots may not be revoked. | |
ARTICLE VIII
Parliamentary Procedure
Section 1. Parliamentary Procedure. |
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| The rules of parliamentary procedure as defined in Robert's Rules of Order shall govern all meetings of this Association. | |
ARTICLE IX
Amendments
Section 1. Amendments |
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| These by-laws may be amended, altered or repealed and new by-laws may be adopted by the Board of Directors of the Association by a two-thirds vote of the Directors present at any meeting of the Board at which a quorum is present, subject to the rights of the voting members to override such decision pursuant to the following procedure. Notice of all amendments, alterations or repeal of the by-laws or adoption of new by-laws shall be given to the voting members of the Association within 30 days of the Board action. If at least 10% of the voting members wish to override the action of the Board concerning such amendment, alteration, repeal or adoption, such members shall submit a signed petition requesting a membership vote to override the Board’s decision within 60 days after notice of the Board’s decision is sent to the membership. Upon confirmation by the Recording Secretary of the Association that the necessary percentage of members has signed the petition, the Board of Directors shall submit the matter to the membership for a vote at the next Annual Meeting. If a majority of the membership entitled to vote thereon votes to override the Board’s action, the amendment, alternation, repeal or adoption shall not become effective. In the event that no such petition is filed, the by-law amendment, alteration or repeal shall become effective upon expiration of the period for members to petition for the written ballot. | |
Articles of Incorporation
(A Colorado Nonprofit Corporation)
The name of the Corporation is The Association of Collegiate Conference and Events Directors-International.
Section 1. The purpose of this Association shall be:
A. To unite in one organization those persons whose major responsibility is to provide conference and events services to their educational organizations;
B. To provide high standards of business methods and ethical conduct among its members;
C. To encourage a fraternal spirit and cooperation in the business affairs of its members;
D. To encourage communication and the sharing of ideas and information among professional colleagues;
E. To encourage member institutions to view their conference and events personnel as professional level employees;
F. To promote the profession;
G. To encourage and support the professional development of the membership.
Section 2. Mission.
The mission of this Association shall be to improve, promote and recognize excellence in the collegiate conference and events profession.
ARTICLE III
Membership
The Association shall have voting members whose rights and privileges are set forth in the by-laws.
No director shall be personally liable to the Association for monetary damages for any breach of fiduciary duty as a director, except that no director’s liability of the Association for monetary damages shall be eliminated or limited because of any of the following: [a] Any breach of the director’s duty of loyalty to the Association or its members; [b] Any acts or omissions of the director not in good faith or that involve intentional misconduct or a knowing violation of law; [c] The director’s assent to or participation in a loan by the Association to any director or officer of the Association; [d] Any transaction in which the director received improper personal benefit. Nothing herein will be construed to deprive any director of the right to all defenses ordinarily available to a director nor will anything herein be construed to deprive any director of any right for contribution from any other director or other person.
Any repeal or modification of the Article shall be prospective only and shall not adversely affect any right or protection of a director of the Association existing at the time of such repeal or modification.
ARTICLE V
Indemnification
The Association may indemnify its directors, officers, employees and agents.
ARTICLE VI
Amendments to the Articles of Incorporation
Any amendments to these articles may be proposed by the Board of Directors or by the members representing at least 10% of all the votes entitled to be cast on the amendments. The effectiveness of such proposed amendment may be conditioned on any basis. The amendment shall be approved by a majority vote of eligible voting members casting ballots.
ARTICLE VII
Dissolution
The Association may be dissolved or merged with another similar association conducting substantially the same activities upon approval of a plan of dissolution adopted by two-thirds vote of the Board of Directors. Such a plan of dissolution shall provide for the payment and discharge of all Association obligations before disposition of the net Association assets, which may then be distributed as determined by the Board of Directors and in compliance with federal and state law. Any assets that should be transferred to a creditor, claimant or member who cannot be found or who is not legally competent to receive them shall be reduced to cash and deposited with the state treasurer as property presumed to be abandoned under the provision of Article 13 of Title 38, C.R.S.