1. Statement of Purpose
This corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).
The Consortium of Liberal Arts Colleges (CLAC) is a not-for-profit organization of duly accredited private liberal arts colleges which explores and promotes the use of information technology and serves as a forum for the exchange of ideas among its members.
2. Membership and Representation
2.1. Classes and Voting.
There shall be one class of members of this corporation. Each member shall be entitled to one vote and shall be entitled to vote for the election of directors to the Board of Directors, for the removal of directors, and for amendment of these bylaws, but shall not be entitled to vote on any other matter. This vote is to be cast by the member’s Primary Representative, Alternate Representative or proxy referred to below.
2.2. Membership Eligibility.
In order to be eligible for membership in CLAC, an institution must be a duly accredited private four-year liberal arts college in the United States. Membership shall be by invitation of the Board of Directors.
2.3. Membership Representation.
Each member institution shall be represented by two representatives, one of which shall be designated as the “Primary Representative” and one as the “Alternate Representative”. The individual designated as the senior information technology officer must serve as either the Primary Representative or Alternate Representative.
The Primary Representative of each institution will serve as the primary contact person for each of the requirements of membership, as well as all official communications and any other official business between the institution and the consortium.
2.4. Maintaining Membership.
There are three requirements for maintaining membership in CLAC: (1) timely completion of the annual data collection and benchmarking process; (2) attendance at the annual business meeting; and (3) timely payment of dues.
2.4.1. Annual data survey.
An annual data collection and benchmarking process is carried out by completing the collection instrument(s) as established by the Board.
2.4.2. Participation in annual business meeting.
Each CLAC institution is required to send a representative from the campus to the annual business meeting which is held during the annual conference. Either the Primary Representative or the Alternate Representative is expected to represent the member institution and will cast any votes for the institution. If both the Primary Representative and the Alternate Representative are present at the annual conference, both may attend the business meeting. In this case, the Primary Representative will cast all votes for the institution. In no case may more than one vote be cast for a member institution.
If neither the Primary Representative nor the Alternate Representative is available to attend the business meeting, the institution may send a proxy, in accordance with the procedures defined in the CLAC Board Policies.
Participation in the business meeting by individuals other than CLAC Representatives and proxies is at the discretion of the Board of Directors.
2.4.3. Membership dues.
Each member institution shall pay annual dues to underwrite the cost of administering CLAC and maintaining its activities. The dues amount shall be set by the Board of Directors and shall be paid no later than December 31 of each year.
2.5. Membership Limitation.
In order to maintain a high degree of cooperation and communication, the Consortium shall limit its membership to no more than seventy (70) liberal arts colleges.
2.6. New Members.
New members are expected to send a representative to the annual business meeting of the year in which they are admitted and to begin dues payment for the then current fiscal year.
Members may withdraw from the Consortium at any time by notifying, in writing, the Chair of the Board of Directors. Such withdrawal will be confirmed by a letter to the president of the member institution. Withdrawal will take effect 30 days after the date of that letter.
2.8. Warning and Termination.
Failure to meet any of the three membership requirements within a fiscal year is defined as delinquency. Failure to meet any of the three membership requirements during the subsequent fiscal year shall result in termination of CLAC membership, as described in the CLAC Board Policies.
2.9. Annual Meeting.
The annual meeting of the members of this corporation shall be held on the date set each year by the Board of Directors. Each member shall be given notice of the date, time, and place of this meeting by electronic mail at least seven days before the meeting.
2.10. Quorum and Voting.
Those members present at the annual meeting constitute a quorum. Action is taken by an affirmative vote of a majority of members present, unless these bylaws or the law provide differently.
3. Governance Structure
3.1. Board of Directors.
The ultimate authority and responsibility for the governance of CLAC resides with the Board of Directors.
The Board shall elect a Chair to conduct meetings and to perform other duties imposed on the Chair by these bylaws.
The Board shall consist of six members who are CLAC Representatives. Members of the Board shall serve with one third of the Board retiring each year. Terms of appointment coincide with the fiscal year. Board members shall be elected to no more than two consecutive full terms. Positions vacated at the end of a term shall be filled through nomination by the Board and election by CLAC members. Board elections will be conducted in accordance with CLAC Board Policies.
Any Board member may be removed, with or without cause, at a membership meeting called for that purpose, by a vote of a majority of members entitled to vote at an election of Board members.
3.5. Quorum and Action.
A quorum at a Board meeting shall be a majority of the number of Board members in office immediately before the meeting begins. If a quorum is present, action is taken by the affirmative vote of a majority of directors present. Where the law requires the affirmative vote of a majority of directors in office to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, such action is taken by that majority as required by Law.
3.6. Regular Meetings.
Regular meetings of the Board of Directors shall be held at least once each year at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required.
3.7. Special Meetings.
Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Board member personally or by telephone or by electronic mail not less than two days prior to the special meeting.
3.8. Virtual Attendance at Board Meetings.
Any regular or special meeting of the Board of Directors may be held by telephone, telecommunications or electronic means, as long as all Directors can hear or read each other’s communications during the meeting or all communications during the meeting are immediately transmitted to each participating Director, and each participating Director is able to immediately send messages to all other participating Directors. All participating Directors shall be informed that a meeting is taking place at which official business may be transacted. If a vote on an item requiring a written ballot is required, votes may be cast via email within the course of the meeting and will be collected and archived by the Secretary.
3.9. Action by Consent.
Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors. A written communication includes a communication that is transmitted or received by electronic means. Signing includes an electronic signature that is executed or adopted by a Director with the intent to sign.
3.10. No Salary.
Board members shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service.
The officers of the corporation shall include a Chair, a Secretary, and a Treasurer. These officers shall be elected from within the Board of Directors by a simple majority vote of the full Board of Directors. The term of appointment for these officers shall be one year, with elections being held before the beginning of the fiscal year, and may be renewed without limit during an individual’s tenure on the Board. If any of these offices is vacated prior to the end of their terms, the Board shall select one of its remaining members to complete the term.
The Board of Director’s Chair shall act as President of this corporation and shall coordinate activities of the Consortium and its Board. The Chair serves as the primary liaison to the Advisory Board. The Chair shall also monitor compliance with the requirements for membership and report to the Board any instances of delinquency.
The Secretary shall act as Secretary of this corporation and shall maintain membership lists and minutes of the Board and members’ meetings, and keep the basic correspondence of the Consortium.
The Treasurer shall act as Treasurer of this corporation and shall collect dues, manage the assets of the Consortium, and report on its financial activities.
The Board of Directors shall appoint individuals and committees, as necessary, to carry out activities consistent with the purposes of the Consortium. These individuals and committee members may include CLAC Representatives as well as other faculty or staff of CLAC member institutions. Committee chairs are responsible for the records of their committees and for communicating with the Board of Directors and the rest of the Consortium. These committees shall not exercise functions of the Board of Directors, but may make recommendations to the Board about Board functions.
6. Liability and Indemnity.
This corporation will indemnify its officers and directors to the fullest extent allowed by Oregon law.
7. Amendments to Bylaws.
The Board of Directors may vote to amend or repeal these Bylaws or to adopt new ones by a majority vote of Directors present, if a quorum is present. Any amendment to the Bylaws to increase the quorum required for any member action or to add to, change or delete the vote required for any member action must be approved by the members. Prior to the adoption of the amendment, each Director shall be given at least seven days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
The members may vote to amend or repeal these Bylaws or adopt new ones by a majority vote of the members represented and voting. In amending or repealing a particular Bylaw, the members may provide expressly that the Board may not amend or repeal that Bylaw. Prior to the adoption of the amendment, each member shall be given the notice of meeting required by these Bylaws and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
Date Adopted: March 24, 1993
Date Last Amended: April 1, 2016