bylaws

 

BYLAWS OF

 

THE NETWORK OF CALIFORNIA COMMUNITY COLLEGE FOUNDATIONS 


ARTICLE I

Name

 

The name of this organization shall be The Network of California Community College

Foundations (the Network).

 

ARTICLE II

 

Purpose

 

The primary purpose of the Network includes strengthening advancement in California community colleges, the adoption of professional standards and ethical practices, and education of and information exchange among members and other stakeholders involved in college advancement.

 

ARTICLE III

 

Membership

 

Section 1: Types of Membership

 

A.  Regular Institutional Membership shall be open to any California community college foundation and any community college or district. Each institutional member shall designate one official representative. However, all of the institutional member’s staff and board members are considered to be members and are eligible as participants in The Network of California Community College Foundations’ activities.

 

 

B Advisory Membership shall be conferred to individuals who may assist the Network, but are no longer formally active in the system. Advisory Members shall be nominated or terminated by the Board of Directors. Advisory members are not entitled to vote.

 

C.  All members, except Advisory, shall pay dues. All members will be considered in good standing during the year in which their dues are current.


Section 2: Responsibility of Membership

 

A.  Regular payment of dues. Annual dues shall be assessed to each member, except Advisory members. The amount of dues shall be determined by the Executive Committee, while the membership cycle shall be approved by the Board of Directors at the recommendation of the Membership Committee.

 

Members shall give strict adherence to ethics and standards set forth by the Network Code of Ethics.  Violation of such ethics and standards are cause for removal from membership after review and recommendation by the Executive Committee and the ratification by a majority of those members present and voting at any regularly scheduled Board of Directors meeting.

 

B The Network grants to each current member in good standing permission to use their designation of membership in the Network as demonstration of his/her qualifications as a community college development officer.

 

Section 3: Privileges of Members

 

The following privileges are extended to all members of institutions whose dues are current and in good standing.

 

A.  Attendance at all meetings, seminars, special workshops and social events. Notice of all meetings, seminars, workshops or social events shall be mailed, either electronically or via the US Postal Service, to members two (2) weeks in advance of such meetings and/or events.

 

B Regular Institutional  Members shall have one vote on all matters and special proposals or programs submitted for a membership vote by the Board of Directors.  Should any official representative be unable to attend meetings at which a vote is taken, they may vote by signed proxy filed with the Secretary/Treasurer of the Network at least one week prior to the meeting.

 

ARTICLE IV

 

Board of Directors

 

Section 1: Selection

 

Members of the Board of Directors must be serving as the official representative of a Regular

Institutional Membership.


Section 2: Number of Directors

 

The Board of Directors shall be composed of not more than twenty (20) Directors, with the exact authorized number of Directors to be fixed by approval of the Board from time to time.

 

Section 3: Terms of Office

 

All Directors shall be elected to one three (3)-year term of office unless the director is filling an unexpired term of a vacating board members. Directors may be re-elected and serve up to three consecutive terms. After the completion of three terms, the director must have at least a one-year absence from a voting position on the board before being eligible for re-election.

 

Section 4: Vacancies

 

All vacancies on the Board of Directors as a result of term expiration, resignation, or termination of office will be filled by the Board of Directors from the slate proposed by the Governance Committee. Other vacancies, if any, will be filled by the Board of Directors. A director who resigns office ceases to hold office immediately upon the Board’s acceptance of the Director’s resignation.  Any person selected to fill a vacancy on the Board of Directors shall hold office for the remainder of the vacated term.

 

Section 5: Meetings

 

The Board of Directors shall meet at least four times per year, and upon the request of the

Network President.

 

Any member of the elected Board of Directors who does not attend at least two Board meetings a year shall be subject to review by the Executive Committee and possible replacement.

 

Section 6: Ex Officio Members

 

The President/ Chief Executive Officer of the Foundation for California Community Colleges (FCCC) shall, at FCCC’s option, serve as an ex officio, voting Director of the Network and will be automatically designated as such by virtue of holding the office of FCCC’s President and CEO.  If FCCC’s President/CEO is a Network Director, he or she ceases to hold office as a Network Director upon vacating the office of President and CEO of FCCC.


ARTICLE V

 

Officers

 

Section 1: Officers of the Board

 

There shall be at least four principal officers of the Network: President, Vice President, Treasurer and Secretary.

 

Section 2: Election

 

Candidates of each office shall be regular institutional members in good standing and their names shall be submitted by the Governance Committee to the Board of Directors prior to the fourth fiscal quarter Board meeting. Board Members shall have the opportunity of nominating additional candidates(s) for each office from the floor and candidates for each office shall be elected by a majority of the voting members present or voting by proxy.

 

Section 3: Terms of Office

 

All officers shall be elected for the term of one year and no officer shall succeed himself/herself in the same term of office for more than three consecutive terms. An individual who has

served as an officer may be nominated and elected for the same office after one (1) full intervening year.

 

Section 4: Resignations

 

In the event the Network President resigns during his/her term of office he/she shall be automatically succeeded by the Vice President. In the event the Vice President resigns during his/her term of office or accedes to the presidency by virtue of the President’s resignation, the Governance Committee shall call for an election. In the event the Secretary or Treasurer resigns during the term of office, successor(s) shall be appointed by the Network President.

 

Section 5: President

 

The President of the Network shall serve as the Chief Executive Officer. He/she shall appoint chairpersons to all Committees and coordinate their activities and reports. The Network President shall also be empowered to appoint standing and/or ad hoc committees as deemed necessary to serve during the President’s term of office.

 

Section 6: Vice President

 

He/she shall act and preside in the absence of the President or in the event the President is unable to serve. The Vice President shall also be responsible for membership recruitment.


Section 7: Treasurer

 

The Treasurer shall be responsible for Board of Directors’ approval of finance reports. As directed by the Network President, the Treasurer shall report to the Board of Directors, the Executive Committee and the membership regarding accounting activities and the Network’s financial status.

 

Section 8: Secretary

The Secretary shall be responsible for ensuring the accurate record-keeping of all Network meetings and decisions, and for the Board of Directors’ approval of all Network minutes and records. A Recording Secretary may be appointed by the Network President to assist the Secretary.

 

ARTICLE VI

 

Committees

 

Section 1: Executive Committee

 

The Executive Committee of the Network shall be composed of the President, Immediate Past President, Vice President, Secretary, Treasurer, and FCCC President/ CEO (if designated as a Network Director). Up to three (3) at-large members of the Board may also be elected to serve as voting members of the Executive Committee. At-large members of the Executive Committee are nominated by the Governance Committee and voted upon by the Board of Directors. Executive Committee members serve a one-year term and may be re-elected. The President of the Network shall Chair the Executive Committee. The Executive Committee shall have the power to act on behalf of the Network and its members under the guidelines set forth in the Nonprofit Corporations Code of the State of California.

 

Meetings of the Executive Committee shall be called by notice as needed by the President of the Network or by a majority of the Executive Committee.

 

The President of the Network has the authority to appoint a non-voting member to the

Executive Committee to serve as Recording Secretary.

 

Section 2: Governance Committee

 

The Governance Committee’s purpose is to increase the functionality of the board through recruitment, nominations, and orientation. The Governance Committee shall be responsible for preparing a slate of officers and new Directors, and submitting it to the Board of Directors prior to the fourth fiscal quarter Board meeting. The Governance Committee shall consist of a Chair, who shall be a Network Director and appointed by the Network President, and no less than two (2) members, none of whom shall be eligible for nomination during their year of


service on the committee. Members of the Governance Committee must be Regular

Institutional Members of the Network.

 

Section 3: Other Committees

 

The President of the Network has the authority to appoint and assign other committees as determined by the needs of the Network. All Committee Chairs will be current members of the Board of Directors. Committee members must be Regular Institutional members of the Network.

 

 

 

ARTICLE VII

 

Meetings

 

Section 1: Regular Meetings

 

At least one regular meeting of the Network shall be held annually (the Annual Meeting), in conjunction with the Board of Directors Meeting held during the annual conference organized in conjunction with the Council for Community College Advancement (CASE), normally in the fall. Additional regular meetings may be called by a majority of the Executive Committee or by the President of the Network with not less than two weeks notice.

 

Section 2: Quorum

 

A simple majority (50% plus one) of the Directors entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Board; but, if less than a simple majority of the directors entitled to vote is present, the only motion that the Chair of the meeting will entertain is a motion to adjourn. The act of a majority of the directors entitled to vote present at a meeting at which a quorum is present will be the act of the Board, unless the act of a greater number is required by law or these by-laws.

 

Section 3: Voting

 

Members of the board or any committee designated by the board may take any actions permitted or authorized by these by-laws pursuant to meeting by means of video, telephone or electronic conference by means of which all persons participating in a meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

 

Furthermore, any action requiring a vote of the board of directors may be taken by mail ballot, including electronic mail. The action taken shall be effective if a quorum has been met.


ARTICLE VIII

 

Disposition of Assets

In the event this organization does not, will not, or is unable to pursue its intended purposes, all remaining assets will be equally divided as a contribution to the institutions represented by members in good standing at the time of dissolution. No partnership between members is agreed upon, nor may financial commitments upon the members be made or implied without consent of the Board of Directors.

 

ARTICLE IX

 

Conflict of Interest

 

No Directors shall be financially interested in any contract or other transaction entered into by the Board of Directors, and any contract or transaction entered into in violation of this is void. No Director may utilize information obtained by reason of Board membership for personal gain, and the Board of Directors may recover such gain realized.

 

ARTICLE X

 

Amendment of the Bylaws

 

These by-laws may be amended by a majority vote of the Board of Directors at a regular meeting or a special meeting called for that purpose.  Notice of such meeting, including a copy of the proposed amendments, shall be sent to each Board Member at least one week prior to such a meeting.

 

Bylaws amended as of October 3, 1990

Bylaws amended as of June 30, 2009

Bylaws amended as of April 30, 2012

Bylaws amended as of October 6, 2014

Bylaws amended as of November 19, 2015