By-Laws

By-Laws of Michigan Developmental Education Consortium (Adopted 1 Apr. 2016)

The By-Laws document has been reformatted from a paragraph style to an outline style.

Section I: Membership

1.01 ELIGIBILITY

  1. Any individual or institution engaged, involved and interested in developmental studies and the purposes of MDEC is eligible for membership as reference in Article III of the Consortium’s constitution.

1.02 RESIGNATIONS

  1. Any member may resign upon giving written notice to the membership chair. No refund of membership dues will be given.

1.03 TERMINATION OF MEMBERSHIP

Membership may be terminated by the Executive Board on the occurrence of any of the following events:

  1. Failure to pay dues within sixty (60) days of when written notice payment is due.
  2. Failure to satisfy the requirements as stated in Section I Membership of the Consortium’s by-laws or Article III of the constitution.

1.04 RESPONSIBILITIES

Members of the CONSORTIUM in good standing will have the responsibility to

  1. Uphold the ethical standards of their profession, the CONSORTIUM, and the CONSORTIUM’s national affiliated organization.
  2. Support the CONSORTIUM’s efforts as defined in these by-laws and according to their individual consciences.
  3. Fulfill the duties of office within the association, if elected.
  4. Participate in CONSORTIUM committees, if appointed.
  5. Hold voting privileges at membership meetings.

1.05 QUORUM

  1. Unless a greater or lesser quorum is required by the Consortium’s by-laws, 51 % of the members present in person at a meeting shall constitute a quorum.

1.06 VOTING

  1. Each member is entitled to one vote on each matter submitted to a vote.  A vote may be cast either in writing, electronically, or orally as specified by the Executive Board.

1.07 LIST OF MEMBERS

  1. A membership list will be maintained by the Membership Chair.  The Conference chair and the Treasurer will assist in providing current members status.

Section II: Meetings

2.01 MEMBERSHIP MEETINGS

  1. The annual meeting of the membership of the Consortium shall be held each year in the spring in conjunction with the annual conference.
  2. Additional regular membership meetings may be held at regular intervals as may be prescribed by the Executive Board with notice given to the members at least thirty (30) days prior to the meeting.
  3. All members of the Consortium in good standing have the right to attend all membership meetings, annual, regular, or special and hold voting privileges.
  4. Members in good standing may also attend Executive Board meetings as non-voting observers.

2.02 SPECIAL MEETINGS

  1. Special meetings of the members may be called by
    1. The President of the CONSORTIUM.
    2. By action of the Executive Board.
    3. By a petition by one-fourth (1/4) of the active members of the CONSORTIUM.
  2. The President will provide an agenda fifteen (15) business days in advance of any special meeting.

2.03 EXECUTIVE BOARD MEETINGS

  1. A regular meeting shall be held not less often than twice a year at a time and place designated by the Executive Board.
  2. Special Executive Board meetings may be called by the President and shall be called at the request of any three (3) officers of the Consortium.
  3. Sufficient formal notice of any special meeting shall be given to each officer at least five (5) days before the date of the special meeting and an agenda provided.
  4. Only business addressed on the special meeting agenda shall be transacted unless approved by the Executive Board.
  5. A member of the Board may participate in a meeting by conference telephone or use of similar equipment where are persons participating in the meeting can hear each other with prior approval from the President.

2.04 PLACE OF MEETINGS

  1. The location for the Executive Board or special meetings will be set by the President and approved by the Board thirty (30) days in advance of the meeting.

2.05 NOTICE OF MEETINGS

Notice of the annual meeting and of other meetings established by the Executive Board shall be sent to all members of the consortium at least thirty (30) days prior to the meeting.

2.06 QUORUM

  1. A quorum of a general CONSORTIUM meeting is at least one-fourth (1/4) the total membership.
  2. A quorum of the Executive Board will be any three (3) voting members of the Board.

2.07 VOTING

Voting for officers, constitution, and by-law issues will be by ballot. The Executive Board will determine the method of ballot appropriate for the vote for other issues at any and all meetings.

Section III: Dues

3.01 AMOUNT

  1. The Executive Board will make recommendations for the amount of the dues at the Annual Meeting for the following membership year.

3.02 NOTICE

  1. The dues information will be posted on the organization social media sites.

3.03 COLLECTION

  1. The collection of the dues shall be done in conjunction with the annual conference fees or in a manner prescribed by the Executive Board.

3.04 MEMBERSHIP YEAR

  1. The membership year extends from conference to conference. A separate membership fee is assessed to those who do not attend the annual conference.

Section IV: Executive Board

4.01 STRUCTURE

  1. The Executive Board will consist of the officers of the CONSORTIUM which are the President, President-Elect, Secretary, Treasurer, Membership Chair, and the Communications Chair. In addition, the Past President will serve in a nonvoting advisory capacity.

4.02 POWERS AND RESPONSIBILITIES

The Executive Board will

  1. Have the authority to make decisions for the CONSORTIUM, recommend changes in by-laws, and conduct election of officers.
  2. Develop short and long term goals and objectives to present to the CONSORTIUM membership.
  3. Assist the President in setting the agenda for CONSORTIUM meetings.
  4. Perform such other duties as are specified in the Consortiums constitution or by-laws.
  5. Make final determinations relating to CONSORTIUM business between annual meetings.
  6. Recommend to the CONSORTIUM hiring such professional, paid staff as they believe are necessary to ensure the effective and efficient operation of the CONSORTIUM. If the Executive Committee and Council agrees to create such a staff position or positions, all costs for the position will be incorporated into the CONSORTIUM Annual Budget. If the Executive Committee and Council create staff positions, they will similarly establish employment policies.

4.03 TENURE

  1. Each officer of the Consortium shall hold office for the specified term in Section V or until the officer’s death, resignation, or removal.

4.04 RESIGNATION

  1. Any member of the Executive Board may resign upon giving written notice to the President and the Secretary.
  2. The resignation will be effective upon giving the notice.
  3. All property or records of the organization will be returned at the time of giving notice.

4.05 VACANCY

  1. The vacancies on the Executive Board shall exist on the death, resignation or removal of any officer and whenever the authorized number of members is increased.
  2. When vacancies on the Board are filled, they shall be filled by a majority action of the Board.

4.06 BONDING

  1. All officers who have authorization on the financial accounts will be bonded.

Section V: Officers

5.01 ELIGIBILITY

  1. Only members in good standing of the CONSORTIUM are eligible for election as an officer in the CONSORTIUM Council.
  2. Once elected, an officer must be a member in good standing of the National Association of Developmental Education (NADE).

5.02 TERMS

  1. Officers serve a two-year term commencing immediately following the annual conference and terminating on the last day of the annual conference.
  2. Officers are limited to four (4) complete consecutive two-year terms for any one elected position.
  3. The election for President-Elect will be held each year. This individual will serve the first year as the President-Elect and then as the President the second year of office.
  4. The election of the Treasurer, and the Communications Chair be held in odd number years.
  5. The election for Secretary, and Membership Chair will be held in even number years.
  6. All Officers will be elected on an at-large basis.

5.03 VACANCY

  1. In the event that the office of President becomes vacant, the President-Elect will assume that office and complete the term of the President. The Executive Board will appoint an interim President- Elect.
  2. In the event that any other office becomes vacant, the Executive Board will appoint a member from the CONSORTIUM to fill the vacancy and the complete the term of that office. Such an appointment will be by a majority of the votes cast by the members of the Executive Board. A special meeting of the Executive Board may be called for the purpose of filling such a vacancy.

5.04 RESIGNATION

  1. An officer may resign by submitting a letter of resignation to the Executive Committee. Such resignation will be effective when submitted to the Executive Committee.
  2. A vacancy in any office will be filled as provided in Article 5.03.

5.05 REMOVAL

Any officer of the CONSORTIUM may be removed from office in the following manner:

  1. A petition containing the signatures of at least one-third (1/3) of the CONSORTIUM members is submitted to the CONSORTIUM Council in which the grounds for removal are stated.
  2. The Executive Board will immediately notify the officer named in the petition and will provide that officer with a copy of the petition stating the grounds for removal.
  3. The Executive Board will appoint a committee of no less than three (3) members to investigate the validity of the petition. This will be completed within ten (10) business days.
  4. Based on their findings, the committee will make one (1) of the following recommendations:
    1. Proceed to full Removal-from-Office hearing.
      1. Should a Removal-from-Office hearing be recommended, the CONSORTIUM Council will designate one (1) of its members as its presiding officer.
      2. This officer will call for a hearing which will be convened within ten business days of the recommendation from the CONSORTIUM committee.
      3. At this hearing, the petition will be presented to the CONSORTIUM membership and the officer identified in the petition will have the opportunity to respond to the grounds for removal stated in the petition.
      4. The petitioners will also have the opportunity to provide evidence in support of the petition.
      5. A special recall ballot vote will be held within ten (10) business days after the hearing is completed.
      6. A two-thirds (2/3) majority votes cast in a special recall election ballot is necessary for an officer to be removed from office in accordance with the voting procedures established by the CONSORTIUM.
      7. The decision of the membership is final.
  1. Call for a mediation hearing between the officer and the petitioners.
    1. Within ten (10) business days, a mediator will be agreed upon between the committee and the officer named in the petition.
    2. Within ten (10) business days after a mediator is agreed upon, all findings will be determined and concluded.
    3. Findings from the mediation are final.
  1. Take no further action.
    1. If no further action is recommended, the petitioners and the officer identified will be notified by the committee along with the rationale for this recommendation.

5.06 COMPENSATION

  1. Officers of the Executive Board shall serve without compensation. They may, however, be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in this Article and approved by  a majority of the Executive Board.

5.07 RESPONSIBILITIES AND POWERS

A. President

The President will

  1. Serve as the official public voice of the CONSORTIUM, including maintaining relationships with organizations that represent the CONSORTIUM membership.
  2. Serve as a liaison to other associations, institutions, or legislative bodies as necessary to promote the goals and objectives of the Consortium.
  3. Attend the National Association for Developmental Education (NADE) annual conference or appoint a representative from the CONSORTIUM membership to attend.
  4. Develop a plan of action in conjunction with the Executive Board designed to accomplish the objectives and goals of the organization.
  5. Preside at Annual Conference, all general CONSORTIUM meetings, at meetings of the CONSORTIUM Executive Board, and provide an agenda for all meetings at least five (5) business days prior to the meetings.
  6. Provide a report on the status of the Consortium at the Annual Conference.
  7. Serve as a non-voting, ex-officio member of all committees except the Nominating Committee, on which the President will not serve.
  8. Appoint members to ad hoc committees as needed.
  9. Co-sign for all CONSORTIUM financial accounts.
  10. Serve as Immediate Past President for one (1) year at the conclusion of the term as President.

B. Immediate Past President

The Immediate Past President will

  1. Attend CONSORTIUM Executive Committee and CONSORTIUM Council meetings for one (1) year following completion of the term as President.
  2. Advise the President and Executive Board as requested.
  3. Be a nonvoting member of the Executive Council.

C. The President-Elect

The President-Elect will

  1. Preside at meetings of the CONSORTIUM and the CONSORTIUM Council in the absence of the President, and perform the duties that ordinarily pertain to this office.
  2. Assist the President in coordinating the activities of the CONSORTIUM.
  3. Serve as the liaison between the CONSORTIUM and the affiliating organization (e.g. NADE) for the purpose of communication.
  4. Serve as the parliamentarian of the meetings or assign an appropriate member to perform this function.
  5. Serve as Chair of the By-Laws Committee and conduct a biannual review of the constitution and the by-laws.
  6. Review procedural documents in cooperation with the Secretary and make recommendations as is necessary to improve the operations of the organization.
  7. Fulfill additional duties at the discretion of the President and the Executive Board.

D. Secretary

The Secretary will

  1. Serve as the official custodian of all documents belonging to the Consortium or arrange for an Executive Board approved entity to do so.
  2. Keep the minutes of all Council, officer and other official meetings.
  3. Distribute copies of the minutes of Council, officer and official meetings to Board members within thirty (30) business days of the meeting. These minutes will be available to the entire CONSORTIUM upon request.
  4. Maintain CONSORTIUM correspondence.
  5. Maintain and distribute lists of the officers, Council, and committee members.
  6. Maintain the official copies of the CONSORTIUM constitution and by-laws.
  7. Assist the Communications Chair in the distribution of information to the membership.
  8. Preside at CONSORTIUM meetings in the absence of the President and President-Elect.

E. Treasurer

The Treasurer will

  1. Serve as Chair of the Finance Committee.
  2. Maintain custody of all CONSORTIUM funds and those funds disbursed upon authorization by the Executive Board.
  3. Be responsible for accounting records and financial communications of the CONSORTIUM, including all reporting required by any government agency.
  4. Provide a written report on the CONSORTIUM’s assets, liabilities, and current year’s income and expenditures at each Executive Board meeting and the Annual Conference.
  5. Be responsible for preparing a budget for approval by the membership at the Annual Meeting.
  6. Manage financial transactions of the CONSORTIUM.
  7. Facilitate dues payments.
  8. Submit the financial records of the organization for an audit as requested by the Executive Board.
  9. Arrange for bonding of the required CONSORTIUM officers as stated in Section 4.

F. Membership Chair

The Membership Chair will

  1. Develop an annual recruitment plan for building the Consortium’s membership.
  2. Respond to all correspondence regarding membership in the organization.
  3. Maintain the membership list on a regular and consistent basis.
  4. Present a report at the Executive Board meetings on the status of the membership.
  5. Assist the Annual Conference committee as called upon.

G. Communications Chair

The Communications Chair will

  1. Coordinate and supervise the maintenance of the social media accounts ( i.e. website, FaceBook, electronic mailings/newsletter).
  2. Provide no fewer than three (3) communications a year.
  3. Present an operational budget for the communications annually.
  4. Present a report at the Executive Board meeting on the status of the membership communications.

Section VI:  Committees

6.01 COMMITTEE MEMBERSHIP ELIGIBILITY

  1. Only members of the CONSORTIUM in good standing are eligible to serve a committee unless deemed by the Executive Board.

6.02 DEFINITIONS

  1. There will be two types of committees: Standing and Ad Hoc.  The Executive Board will form and direct ad hoc committees (i.e. Ethics Committee, Political Liaison Committee, Research Committee).
  2. At the beginning of each business year, within a reasonable amount of time (but no later than 6 months prior to the Annual Conference) and after due consideration, the President shall make a call to the membership for the standing committees.
  3. Members of standing committees shall be approved by the Executive Board for a term of one (1) year.

6.03 STANDING COMMITTEES

Standing committees will

  1. Include the Annual Conference and Awards Committee, the By-Laws Committee, the Communications Committee, and the Nominating Committee.
  2. Be designated by the Executive Board shall serve at the pleasure of the Board.
  3. Provide written reports at the regular Board meetings or at any time when requested to do so by the Executive Board.

6.04 RESPONSIBILITIES AND DUTIES

A. Annual Conference Committee

The Annual Conference and Committee will

  1. Plan the Annual Conference and present an agenda and a budget to the Executive Board at a minimum of 6 months prior to the conference date for approval.
  2. Select the location for the Annual Conference which will maximize attendance for the membership.
  3. Oversee the general operations of the Annual Conference and manage the day to day business of the conference.

B. By-Laws Committee

The By-Laws Committee will

  1. Be responsible for reviewing the CONSORTIUM constitution and by-laws biannually.
  2. Report their recommendations to Executive Board regarding the constitution and by-laws.
  3. Board approved recommendations will be voted on by the CONSORTIUM membership.

C. Communication Committee

The Communications Committee will

  1. Assist the Communications Chair in identifying and implementing effective ways to communicate with the membership, foster dialog on significant CONSORTIUM issues, and enhance the image of the CONSORTIUM.
  2. Implement and maintain vehicles of communication to the CONSORTIUM that are clear, timely, and accurate.
  3. Coordinate the collection of news items and articles for dissemination.
  4. Assist in maintaining communication records and archives.
  5. Organize and coordinate public information.
  6. Arrange meetings for dissemination or collection of information on topics of interest to the members of the CONSORTIUM when called upon by the Executive Board.
  7. Report annually to the Council on the effectiveness of CONSORTIUM communications.

D. The Nominating and Awards Committee

The Nominating Committee will

  1. Membership Chair will present a current membership list which will provide the nominating Committee with the names of possible qualified nominees to the CONSORTIUM for the upcoming annual election no later than the summer Board meeting.
  2. Consist of two (2) to five (5) members in good standing with the CONSORTIUM, none of whom are running for election.
  3. Be elected by the Executive Board at least four months prior to the Annual Conference.
  4. Committee members will collect names for open positions and will present the slate to the Board at least 3 months prior to the Annual Conference.
  5. Recommend award categories and selection criteria for MDEC awards at least 3 months prior to the Annual Conference.
  6. Provide the Communications Chair with the award information for dissemination to the membership at least 2 months days prior to the Annual Conference.
  7. Facilitate the election of officers and the awards selection and notification process for the recipients of the award/s in a timely fashion.
  8. Facilitate the recognition process of the recipients.

E: Ad Hoc Committees

The Ad hoc committees will

  1. Be appointed as needed and will function only until their charge is completed.

Section VII: Elections

7.01 OFFICERS AND ELECTIONS

  1. The CONSORTIUM shall elect a President, President-Elect, Secretary, Treasurer, and Membership Chair and Communications Chair. These officers will comprise the Executive Committee of the CONSORTIUM.
  2. CONSORTIUM members in good standing will elect officers.
  3. The Nominating Committee will see that a slate of candidates for all vacant positions is presented to the CONSORTIUM 1 month days prior to the Annual Meeting.
  4. Write-in candidates and nominations from the floor are permitted.
  5. All elections will be by secret ballot.
  6. Officers will be elected by a simple majority of votes cast by the CONSORTIUM members in good standing.
  7. If no officer candidate receives a majority, the two (2) officer candidates with the most votes will be paired in a run-off election.
  8. The members attending the Annual Meeting will certify the election.
  9. Each nominee may prepare a biography and/or platform statement to be distributed to the membership by the Nominating Committee fifteen (15) days prior to the election of officers.
  10. The Secretary will retain official election results for one (1) year, after which time they will be destroyed.
  11. Candidates may request a recount of the ballots within a ten (10) days period following the election.
  12. If an open position/s cannot be filled by the committee, the vacant position will be slated from the floor at the annual meeting.
  13. Write-in candidates and nominations from the floor are permitted for any open position except that of the President.

7.02 VOTING

  1. The voting procedure for all general and special meetings of the CONSORTIUM and Executive Board meetings will be as determined by the presiding officer unless a motion is made and adopted to change the procedure.

7.03 QUORUM

  1. Refer to Section  1.05 Quorum, for quorum requirements if the voting is done in person.  If it is done electronically then a majority of the votes cast will be considered a quorum.

7.04 ELECTION OF OFFICERS, CONSTITUTION & BY-LAWS

  1. Voting for officers, constitution, and by-law issues will be by ballot.

7.05 ELECTRONIC VOTING

  1. When determined to be appropriate by the Executive Board, voting of the entire membership may be by electronic transmission.

7.06 PROXY VOTING

  1. In the event an officer is unable to attend a regularly-scheduled Executive Board meeting, that officer will designate another CONSORTIUM member as proxy for that meeting.  The member serving as proxy will have full voting rights on the Executive Board for that meeting only.  The representative designating a proxy must do so in writing, specifying the proxy’s name and the date of the meeting.  The proxy statement must include a signature and be presented to the Secretary prior to the Executive Board meeting.
  2. Proxy voting is not allowed in elections or other votes involving the entire CONSORTIUM membership.

Section VIII: Parliamentary Authority

8.01 PARLIAMENTARY AUTHORITY

  1. The rules contained in the most current edition of Robert’s Rules of Order, Newly Revised, will govern the CONSORTIUM in all cases to which they are applicable and in which they are not inconsistent with the by-laws and any special rules of order the CONSORTIUM may adopt.

Section IX: Amendments

9.01 AMENDMENTS

  1. These by-laws may be amended at any General Membership Meeting of the CONSORTIUM provided that the proposed amendments are distributed in writing to all Active Members thirty (30) days in advance.  Proposed amendments to these by-laws will be adopted upon the affirmative vote of a simple majority of those voting where at least one-half (1/2) of all members in good standing vote.

The By-Laws Committee Chair shall be authorized to correct Article, Section, and Subsection designations, punctuation, grammar, and cross-references; and to make such other technical and conforming changes as may be necessary to reflect the intent of the membership in connection with the proposed by-laws amendments adopted by the MDEC membership.

Section X: Remuneration of Others

10.01 REMUNERATION OF OTHERS

  1. The Executive Board will have the authority to determine remuneration for any additional services.