CASE District II By-laws

Constitution

Article I. Name

The name of the association is Middle Atlantic District II of the Council for Advancement and Support of Education.

Article II. Mission

CASE District II is a regional organization of advancement professionals in the areas of alumni relations, communications, and philanthropy. It is our purpose to advance the knowledge and wisdom of our colleagues through district training programs, communication vehicles, and networking opportunities. We value the spirit of volunteerism which is implicit to the character and nature of our profession. We are committed to seeking individual and institutional diversity among our volunteers.

Article III. Organization

District II promotes the purposes and objectives of CASE as one of its regional organizations, as provided for in the Articles of Incorporation and Bylaws of CASE adopted July 10, 1975, or as subsequently amended. It is to be operated exclusively for charitable and educational purposes within the meaning of Sections 501(c) (3) and 170(c) (2) (B) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal revenue law). No part of the net earnings of the organization shall inure to the benefit of or be distributable to its trustees, officers, other private individuals or organizations organized and operating for a profit (except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as hereinabove stated). No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision herein, the organization shall not carry on any activities not permitted to be carried on:
(a) By an organization exempt from Federal income tax under section 501(a) of the Internal Revenue Code of 1954 as an organization described in Section 501(c)(3) of such Code (or the corresponding provisions of any future United States Internal Revenue law).
(b) An organization contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law).

Article IV. Board of Trustees

The affairs and business of the organization shall be managed and conducted by a Board of Trustees who shall be selected for office in such manner, and for such term, and who shall have such powers and duties as may be provided in the bylaws of the organization.

Article V. Management of Organization

The officers and trustees of the organization shall have full authority, consistent with this Constitution and the organization's bylaws, to regulate the internal affairs of the organization and to establish its policies. In all regards, however, the policies, programs and affairs of the organization shall be consistent with the Articles of Incorporation and Bylaws of CASE, the policies established from time to time by the Board of Trustees of CASE, and subject to the general supervision and control of the Board of Trustees of CASE.

Article VI. Liquidation-Distribution of Assets

Upon dissolution or final liquidation, the organization shall, after paying or making provision for the payment of all the lawful debts and liabilities of the organization, distribute all of the assets of the organization to the following:
(a) To CASE, if CASE shall qualify at the time of distribution as an organization exempt from Federal income taxation under 501(a) of the Internal Revenue Code of 1954 as an organization described in Section 501(c)(3) of such code (or the corresponding provisions of any future United States Internal Revenue law);
(b) If CASE shall not so qualify, then to a nonprofit organization or organizations having similar aims and objectives as the organization and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall qualify under Section 115(a) of the Internal Revenue Code of 1954 or as an organization exempt from Federal income tax under Section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law).

Article VII. Amendment

This Constitution may be amended by a two-thirds vote by one representative per member institution attending any regular or special meeting, provided that notice of the proposed amendment shall have been submitted to the Secretary for distribution to the Members at least thirty (30) days prior to the meeting. No such amendment shall be effective until approved by the Board of Trustees of CASE, District II, and a majority vote of the CASE Board of Trustees.

 

CASE District II By-Laws

Article I. Membership

A. Members. Membership in CASE, District II shall be open only to nonprofit educational institutions that are accredited by an agency recognized by The Council on Post-secondary Accreditation, nonprofit independent schools which have been accredited, non-United States institutions of education which have been appropriately accredited, and nonprofit educational organizations closely associated with one or more of said entities; provided that no institution shall be eligible for membership unless it is entitled to exemption from federal income tax under Section 115(a) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue laws) as a public educational institution or under Section 501(a) of said Code as an organization described in Section 501(c)(3) and Section 509(a)(1), (2) or (3) of said Code or similar provisions of prior or subsequent statutes. Each Member institution shall have one vote which shall be cast by a member representative designated by the Member institution.
B. Member Representatives. Member institutions and organizations, including educational associates, shall appoint individuals as representatives according to the schedule established by the Board of Trustees. Additional representatives may be appointed subject to payment of appropriate fees to CASE, International.
C. Educational Associates. As defined by CASE, educational associates shall have such rights, privileges and services as the Board of Trustees may from time to time determine except that they shall have no vote in any proceedings of CASE, District II.

Article II. Meetings of Members

A. Annual Meeting. The District shall hold an annual meeting of the membership for the purpose of transacting such business as may be properly brought before the meeting.
B. Special Meetings. Special meetings of the membership may be called by the District's Board of Trustees and shall be convened by the Chairperson following receipt of a written petition by not less than twenty percent of the members of the District.
C. Annual Conference. The annual meeting shall be part of a district conference devoted to such discussions, lectures, workshops, and similar participatory endeavors as will best serve the needs of the members.
D. Other Programs. The district shall sponsor such other conferences, workshops, and events as may from time to time be deemed necessary to serve the special needs of all or part of the membership.
E. Quorum. Except as otherwise provided in these Bylaws, a quorum for the transaction of business at any annual meeting or special meeting of the membership shall consist of a majority of those member representatives present. There shall be no voting by proxies at such meetings.
F. Time, Place and Notice. The time and place of the annual meeting, the district conference, and any special meetings or programs shall be determined by the District's Board of Trustees, and notice of same shall be emailed to Member representatives and posted on the District website  no less than thirty (30) days before the annual meeting. 
G. Parliamentary Authority. The latest edition of Robert's Rules of Order shall govern the conduct of business affairs of the District in all situations to which the rules are applicable and in which they are not inconsistent with the District's constitution or these Bylaws or the Articles of Incorporation and Bylaws of CASE.

Article III. Officers, Trustees, and Committees

A. Officers. Officers of the District shall be a Chairperson, Chairperson-elect, Immediate Past Chairperson, Secretary and Treasurer. The term for the Chairperson and Chairperson-elect shall be two years. The term of the Immediate Past Chairperson shall be two years. The term for the Secretary shall be two years, and the term for the Treasurer shall be two years. B. District Trustee. A District Trustee to serve as a Trustee of CASE District II and to represent the District on the CASE Board of Trustees will be elected for a three-year term by the members of CASE at the CASE Summit in the manner provided in CASE Bylaws in Article V, B, and in Article III, subsection L of these Bylaws.
C. Eligibility. Unless otherwise provided in CASE Bylaws, to be eligible for election to office, a Member Representative must have been affiliated with the District for at least one year prior to election. No person who ceases to be a Member Representative in the District shall continue in office after termination of his or her status as such.
D. Election and Installation. The Chairperson-Elect, Secretary, and Treasurer shall be elected by the Member Representatives at the Annual Meeting and shall take office the following July 1. The sitting Chairperson-Elect shall automatically assume the office of Chairperson the following July 1.
E. Duties of the Officers. The officers shall have all powers and shall perform all duties commonly incident to and vested in their respective offices, except that it shall be the responsibility of the Treasurer to see that all reports that are required to be filed with any governmental body and/or with CASE are properly and timely filed, and it shall be the responsibility of the Secretary to see that notices for meetings of the membership and the Board of Trustees are properly and timely given.
F. Vacancies. Vacancies occurring in any of the offices shall be filled for the unexpired portion of the term by the Chairperson, with approval of Board of Trustees, except that the Chairperson-Elect shall immediately succeed to the office of Chairperson if that office becomes vacant, and in the case of the District Trustee who shall be replaced for the balance of the unexpired term by vote of the CASE nominating committee, choosing from the remaining two original nominees from the District.
G. Removal of Officers, Directors, or Committee Members. The Board of Directors may, by two-thirds majority vote, remove any officer, director, or committee member at any time with or without cause and without liability.
H.  Nominations from the Membership. To insure an open process in the election of trustees and officers, five member-institution representatives from District II member institutions may propose a candidate or candidates to oppose candidates proposed by the Nominating Committee. Such proposals must be made in writing and received thirty (30) days prior to the annual meeting by the chairperson of the Nominating Committee. Notice of any opposing candidates will be posted in any mailings, emails, or website postings related to the upcoming election.
H. Board of Trustees: The District Board of Trustees shall consist of the five elected officers (Article III); the District Trustee (Article III B); Conference Chair (s); Conference Program Chair (s); Conference Operations Chair (s); Conference Marketing Chair (s),  TEN Trustees-at-large, who will have specific district program responsibilities assigned by the Chairperson relating to, but not restricted to, issues such as independent schools, two-year institutions, regional and non conference programming, strategic planning, awards and recognition, conference site selection, emerging constituencies (diversity) and opportunity and equity, and a student representative of  ASAP. The Operating Guidelines of the District contain an alternating sequence for election of officers and trustees so that half of the Board is elected annually. I. Executive Committee. There shall be an Executive Committee of the Board of Trustees to conduct business on its behalf between meetings of the full Board of Trustees, comprised of the five officers as enumerated in subsection A of this Article III and the District Trustee (Article III B). The Chairperson shall be the Chairperson of the Executive Committee.
J. Duties of the Board of Trustees. The Board of Trustees shall be responsible for the transaction of all the business and affairs of the organization. The Board of Trustees shall be responsible for development and maintenance of guidelines and standing procedures for conferences, exhibits, awards, honors competitions, and other events and projects related to District activities.
K. Conference Committee. There shall be a Conference Committee which plans and implements the district conference program following the guidelines set by the Board of Trustees. The Committee shall represent the various types and sizes of District institutions and reflect the geographic and constituent membership of the District. The Committee shall be chosen by the District Chairperson, the Conference Chair(s), the Conference Program Chair (s), and the Conference Operations Chair (s), the Conference Marketing Chair (s); and members shall serve for a one-year term.
L. Nominating Committee. The District Nominating Committee shall consist of five individuals: the Immediate Past Chairperson, the Chairperson-elect, and three other Member Representatives appointed by the District Chairperson. The Chairperson-elect shall be the Chairperson of the Committee. Nominees shall reflect the various types and sizes of District institutions, the geographic and constituent membership of the District, and CASE's commitment to diversity.
At the request of CASE headquarters in Washington, the Nominating Committee shall submit to a nominating committee of the Board of CASE a slate of three (3) candidates for District Trustee as stipulated under Article III, subsection B, one (1) of each in the following fields: alumni relations, communications, and philanthropy. From the slate of three (3) from District II, the nominating committee of the CASE Board shall propose to the CASE membership one (1) candidate from this District to be voted upon by the members at the CASE Summit.
M. Other Committees. The Chairperson shall appoint such other committees as may be necessary to carry out the business and affairs of the District.

Article IV. Finance and Budget

A. Fiscal Year. The fiscal year of the District shall commence on July 1 and conclude on June 30.
B. Fiscal Agent. The District Board of Trustees shall act as fiscal agent for the District and shall determine and authorize such procedures as it deems necessary for the proper handling of the District finances. The Board shall adopt a budget at its spring meeting and such budget will commence the following July 1.
C. Finances: The Board of Trustees shall set such fees for the district conference and other programs to cover all costs to the District and provide funds for such other District activities and the expenses of conducting District business.   Payment of approved expenses in conducting District business requires the signature of the Treasurer, the Conference Treasurer or the Chairperson.
D. Fiscal Obligation. No fiscal obligation shall be incurred on behalf of the District by any Member, Member Representative, or Committee except as authorized by the Board of Trustees.
E. Financial Report. A published financial report shall be available to the membership following the end of each fiscal year.
F.  Audit. The District Treasurer will serve as the District liaison to CASE in Washington, which shall arrange for the annual financial audit.  The published audit report shall be available to the Board and themembership following the end of the fiscal year.

Article V. Ratification and Amendment of Bylaws

A. Ratification and Effective Date. Ratification of these Bylaws shall be by majority vote of the members voting and the Bylaws shall be effective immediately.
B. Amendment. These Bylaws may be amended by a two-thirds vote of the Board of Trustees at any regular or special meeting, provided that notice of the proposed amendment shall have been submitted to the Secretary for distribution to the Members of the Board of Trustees at least thirty (30) days prior to the meeting. No such amendment shall be effective until approved by a majority vote of the Board of Trustees of CASE.

Article VI. Mail Voting

In lieu of a meeting of the Board, a Committee, or the membership, voting on all matters, including amendment to the Constitution and these Bylaws, may be conducted by print or electronic mail. The Board shall set a closing date for received validated ballots but in no case shall the date be less than thirty (30) days from the date of mailing said ballots. It is the intention of the Board of Trustees of the District that, in all elections or mail ballots of the District, each member educational institution shall have one vote, which shall be cast by its one representative serving as CASE coordinator for membership and voting purposes, or by his or her proxy.
-CASE Board - Revisions Approved 7/14/93
CASE Board - Revised 11/30/95
CASE District II Board - Revised & Approved 10/8/97
CASE District II Revisions Approved 2/98
CASE District II Revisions Revised 2/5/06 and approved 4/7/06
Approved by the District II Board June 2010