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NCCA BYLAWS

NCCA BYLAWS
As Amended by the Board of Directors on November 4, 2009

ARTICLE I
PURPOSES

Section 1. The Nebraska Community College Association (hereinafter “Corporation”) is organized under the Nebraska Non-Profit Corporation Act for the purposes named in the Articles of Incorporation.

Section 2. The Corporation, in addition to the purposes named in the Articles of Incorporation, shall be responsible for and have authority to provide statewide coordination for the community college system, including the following areas:

  1. Preparation and updating of a statewide community college system strategic plan;
  2. Coordination of the statewide community college system budget request;
  3. Facilitation of program-needs assessment and articulation;
  4. Recommendation and facilitation of the appointment of representatives to committees, boards, commission, task forces, and any other state-level bodies requesting or requiring participation from the community college system;
  5. Coordination of community college information and data requests, and public relations activities at the state level;
  6. Coordination of the community college system’s legislative strategy;
  7. Conflict resolution between and among the areas.

 

Section 3. The Corporation shall retain the right to exercise all of the powers conferred upon it by NEB. REV. STAT. §85-1502 with respect to all community college areas notwithstanding the voluntary withdrawal of any area from the Corporation, or the involuntary expulsion, suspension, or termination of membership in the Corporation of any community college area so long as a majority of all such areas continue to be members of the Corporation.

Section 4. Purposes not named in the Articles of Incorporation or Bylaws shall not be considered within the authority of Corporation.

Section 5. The Corporation shall conduct its affairs in such a manner as shall be necessary to qualify for and maintain an exemption from federal income tax as provided in Section 501 (c)(4) or 501 (c)(6) of the Internal Revenue Service Code.

ARTICLE II
OFFICE

The registered office and registered agent of the Corporation shall be maintained in its principal place of business, which place shall be in Lincoln, Lancaster County, Nebraska.

ARTICLE III
MEMBERS

Section 1. The Corporation shall have two classes of membership which shall be designated and referred to as area members and Honorary Members.

Section 2. All public community college areas organized and operating under the laws of the State of Nebraska shall be a part of and represented by the corporation, and shall pay the current annual membership dues.  Provided, however, that membership in the Corporation of any such area which fails to make timely payment of annual dues may be terminated and the area expelled from the Corporation through action of the Board of Directors.  Upon such termination and expulsion the affected area shall immediately forfeit all rights as a member of the Corporation.

Section 3. Persons, organizations, associations, and other clearly identifiable entities may be elected to Honorary Membership in the Corporation by the Board of Directors acting upon the nomination of such Honorary Membership made by an area member.  Honorary Members shall have no voting rights in the Corporation.

ARTICLE IV
DIRECTORS

Section 1. All the authority of the Corporation shall be exercised by a Board of Directors consisting of two directors selected from the eleven statutorily elected area governing board members from each area member.  Provided that the right of any area which has voluntarily withdrawn from membership in the Corporation or whose membership has been involuntarily terminated shall immediately upon such withdrawal or termination forfeit the right to have representation on the Board of Directors.  The membership of any director appointed by such area shall automatically terminate contemporaneously with the withdrawal of such area or the involuntary termination of its membership in the Corporation.  Such a withdrawal or termination of membership shall result in a concomitant reduction in the overall number of the Corporation’s directors and shall not be deemed to create a vacancy on the Board of Directors.

Section 2. At the first NCCA quarterly or special meeting thereafter, directors duly appointed by the area members pursuant to Article III, Section 2 of these Bylaws shall commence their term of office and shall serve until their first area board meeting of the following year or until a successor is duly appointed and qualified.

Section 3. Alternate directors appointed according to Article III, Section 2 of these Bylaws shall be entitled to act in the place of an absent director representing the same area member without further authorization by the appropriate area member.  Alternate directors shall be selected from the eleven statutorily elected area governing board members from each area member.

Section 4. A vacancy in the office of director and alternate director shall occur when the person serving in such capacity becomes disqualified, unable or unwilling to serve in such capacity or when his or her appointment has been withdrawn by the appropriate area member.  Vacancies shall be filled for the remainder of the term of office by appointment by the area member as set forth in Article III, Section 2 of these Bylaws.

ARTICLE V
OFFICERS

Section 1. The officers of the Corporation and the officers of the Board of Directors shall be the same.

Section 2. At its third quarterly meeting of the fiscal year, the Board of Directors shall elect from its membership, a President, Vice President, Secretary, and Treasurer, to assume duties at the conclusion of the third quarterly meeting.

Section 3. The officers shall perform such duties as usually pertain to their respective offices and such additional duties as may be specified by the Board of Directors.

ARTICLE VI
EXECUTIVE DIRECTOR

Section 1. Authority.  The Board of Directors shall have the power to appoint and retain an Executive Director to administer the day-to-day activities of the association.

Section 2. Duties.  The Executive Director shall:

  1. Maintain the registered office of the Corporation, act as registered agent and perform all duties required by such office;
  2. Serve as an ex-officio and non-voting member of all teams or committees established by the board;
  3. Perform such duties and responsibilities as the President and Board of Directors may direct as described in the job description.

 

ARTICLE VII
MEETINGS

Section 1.     Meetings of the Board of Directors

  1. Regular meetings of the Board of Directors shall be held at least quarterly at the time and place selected by the Board of Directors or the President.  Notice of the regular meetings shall be mailed to each director and to the administrative office of each area member at least ten days prior to such meeting.
  2. Special meetings of the Board of Directors may be held upon the call of the President or three directors.  Notice of the time, place and purpose of the special meeting shall be mailed to each director and to the administrative office of each area member at least seven days prior to such meeting.
  3. Emergency meetings of the Board of Directors may be held in accordance with state statute without reasonable advance public notice when such a meeting is authorized under the provisions of the Nebraska Public Meetings Act.  If the President or any three directors determine that it is appropriate and necessary to hold an emergency meeting, advance notice of the meeting may be given to directors in any manner authorized by the Nebraska Nonprofit Corporation Act.  An emergency meeting may be held immediately upon receipt of notice by all directors.
  4. The annual meeting of the Board of Directors shall be held at such time and place as the Board of Directors shall determine.  Notice of the annual meeting shall be mailed to each director and alternate directors and to the administrative office of each area member at least thirty days prior to such meetings.  The annual meeting may be held in conjunction with or as a substitute for a quarterly regular meeting if such fact is set forth in the notice of the meeting.
  5. A majority of the members of the Board of Directors shall constitute a quorum.  A motion relating to any type of action to be taken by the board may be made by any member of the Board of Directors.  Such a motion may only be seconded by a board member appointed by a community college area other than the area which appointed the member making the motion.  Matters requiring majority vote shall be adopted only by the prevalence of at least a majority of the votes of those members present after the determination of a quorum.  No proxy votes shall be allowed.

 

Section 2.     Meetings of the General Assembly.

  1. The annual meeting or general assembly of the corporation and its members shall be held at a time and place, and with a program and agenda to be determined by the Board of Directors.  Notice of the general assembly shall be mailed to each member of the Board of Directors of the area members, and the administrative office of each area member at least thirty days prior to the general assembly. 
  2. Special meetings of the general assembly may be held upon the call of the President or three directors.  Notice of the time, place and purpose of the special meeting shall be mailed to each director and to the administrative office of each area member at least fourteen days prior to such meeting.
  3. At the annual meeting, or any special meeting, each area which is a member of the Corporation shall be entitled to one vote which shall be cast by a delegate or alternate delegate who is a member of the Board of Governors of his or her area.  Each area shall determine its own procedures to be used for selecting a delegate and alternate delegate.  Each area shall advise the chair in writing prior to the commencement of any meeting of the name of the delegate or alternate delegate who will be voting on behalf of the area.  The chair shall compile a list of the delegates and alternate delegates who are eligible to vote at the meeting.  Votes shall be cast only by the delegate or alternate delegate named on such list.  The vote on behalf of any area shall be cast by the delegate unless he or she is not present at the meeting at the time a vote is taken.  Delegates and alternate delegates may also be members of the Corporation’s Board of Directors.
  4. A quorum shall be deemed to exist at any meeting at which a majority of the area members are represented by a delegate or alternate delegate.  Matters requiring majority vote shall be adopted only by the prevalence of at least a majority of the eligible voters present after the determination of a quorum.  No proxy votes shall be allowed.
  5. Any member of the Board of Governors of a member area who is present at an annual or special meeting shall be entitled to participate in discussion regarding any matter before the general assembly to the same extent as those persons who have been designated as delegates or alternate delegates.

Section 3. Robert’s Rules of Order Revised, current edition, shall govern procedure, except as they are inconsistent with state law, these Bylaws, and any special rules of order the Corporation may adopt.

ARTICLE VIII
TEAMS, COMMITTEES, AND COUNCILS

Section 1. A majority of the board of directors, or the president may designate and appoint one or more teams or committees, each of which shall consist of two or more directors, which  teams or committees, to the extent provided in such resolution shall have and exercise the authority of the board of directors in the management of the Corporation; provided that no such team or committee shall have the authority of the board of directors in reference to amending, altering, or repealing the Bylaws; electing, appointing or removing any member of any such team or committee or any director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such team or committee.  The designation and appointment of any such team or 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 or her by law.

Section 2. The board of directors, by resolution adopted by a majority of the directors in office, may create one or more councils to aid and assist the Corporation in carrying out its purposes; provided, however, the board of directors shall not delegate to any such council powers, duties, and responsibilities specifically vested in the board of directors by law, the Articles of Incorporation and these Bylaws.

ARTICLE IX
FINANCES

Section 1. Fiscal Year.  The fiscal year of the Corporation shall extend from January 1 of each year through December 31 of that same year.

Section 2. Team 2/Budget and Personnel Committee, with the assistance of the executive director, shall prepare an itemized and detailed budget for each fiscal year.  Team 2 will present a preliminary budget to the board at the second quarterly meeting.  The board will recommend a budget to be presented to the areas for review.  The budget for the upcoming fiscal year will be approved at the third quarterly meeting of the board.  The areas will ratify payment of dues for the upcoming fiscal year prior to the fourth quarterly meeting of the board.

Section 3. Each area member shall be assessed annual dues as determined by the board of directors and based on the proposed budget for the ensuing fiscal year. 

ARTICLE X
RECORDS

Section 1. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of the board of directors and committees.

Section 2. Records shall be kept showing the name and address of each area member, each Governor, and the executive/administrative offices of each area member, each member of a council or committee created or organized by the board of directors and each Honorary Member of the Corporation.

Section 3. The board of directors shall cause an annual audit of the corporation's financial records to be made as soon as possible following the end of each fiscal year.

ARTICLE XI
AMENDMENTS

The Articles of Incorporation and the Bylaws of the Corporation may be altered, amended, or repealed, and new Articles of Incorporation or Bylaws may be adopted by a two-thirds majority of the votes eligible to be cast by the board of directors at any regular meeting or special meeting; provided, that notice of the proposed amendment be mailed to each Director and to the administrative office of every area member at least twenty days prior to its consideration by the board of directors, and provided that the amendment, as passed by the board of directors, is subsequently ratified by a two-thirds majority of the area member Boards at any regular meeting or special meeting.

      The Board of Directors may by majority vote adopt, revise, and amend policies relating to the organization, operation, and management of the Corporation.  The board shall not adopt any policy which conflicts with the Corporation’s Articles of Incorporation or Bylaws.  If such a conflict nevertheless occurs through inadvertence, mistake, or other cause, the conflicting provisions of the Articles of Incorporation or Bylaws shall be deemed to be controlling.  No policy shall relate to the number of directors, the composition of the board, the term of office of the directors, or the method or way in which directors are elected or selected.  No policy shall relate to any matter which by law requires approval of the members of the Corporation.

ARTICLE XII
DISSOLUTION

Upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation by dividing the assets among the then current area members.  Each member's share shall be equal to its proportionate contribution of the total dues paid to the Corporation in that fiscal year.