By-Laws
(approved February 23, 2002)
Section 1. Name
The name of this organization is COMBASE, a cooperative for the advancement of community-based, post-secondary education.
Section 2. Offices
The principal office of COMBASE shall be located at the Office of the President, the Chief Executive Officer of COMBASE.
COMBASE is a consortium of community colleges voluntarily joined together for the purposes of (a) identifying, validating, and employing exemplary practices in community-based and performance-oriented education; and (b) sharing their expertise and experience among themselves with others through publications, mailing, conferences, and other means.
ARTICLE III
Section 1. Members
Members of COMBASE shall be those post-secondary institutions which support the purposes of COMBASE, which practice community-based education, and which have, upon application, been approved for membership by the Board of Directors. Community college systems and state offices of community college systems shall be eligible for membership.
Section 2. Representation
Membership is institutional, not individual. Each member institution is entitled to two representatives: the institution's President and an Institutional Representative. An institution, which is a separate unit within a multiple college district, must gain membership as a separate institution.
Section 3. Attendance
A major purpose of COMBASE is to promote participation and sharing among its members. Participation at meetings is expected of COMBASE members. Each member is expected to attend a minimum of one of the two regularly scheduled meetings held each year.
Section 4. Associate Members
Associate members of COMBASE shall be those organizations or institutions not designated post-secondary educational institutions which support the purposes of COMBASE and which have, upon application, been approved for membership by the Board of Directors. Associate Members shall retain a non-voting status. Associate members shall be assessed a membership fee of 50% of the fee assessed full members.
Section 1. Membership
The Board of Directors shall consist of the President, Vice President, Secretary-Treasurer, and Immediate Past President who are elected biennially by the Board of Directors, six directors elected at-large by the Board of Directors, an Archivist/Historian and a Newsletter Editor. The Archivist/Historian and Newsletter Editor positions will be appointed annually. At-large directors will serve three-year terms with two being elected each year. Two of the six at-large directors will be Institutional Representatives.
Section 2. Powers, Duties, and Meetings
The Board of Directors is responsible for appointing the Executive Director, establishing and scheduling meetings, setting the annual dues, accepting or rejecting applications for membership, approving the annual budget, operating the organization between meetings, electing directors at-large, preparing an Annual Plan of Action, and such other duties as are required for the operation of COMBASE. Meetings may be called from time to time by the President or by any fourmembers of the Board of Directors.
Section 3. Quorum
The presence of a majority of the members of the Board of Directors is required for a quorum. Business may be transacted in person at meetings, by teleconference, or conference call providing a quorum is present.
Section 1. Officers
The officers of the Board of Directors shall be the President, Vice President, Secretary-Treasurer, and Immediate Past President. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.
Section 2. Duties of the President
The President shall be the chief executive officer of COMBASE. The President shall preside at all meetings of the Board of Directors and at all meetings of the Assembly. The President may sign, with the Treasurer or any other officer of COMBASE authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors shall have authorized. The President, through the Board of Directors, shall have the authority to appoint, on a biennial basis, an Executive Director as provided for in the budget, and in general shall perform all duties incident to the Office of President as may from time to time be prescribed by the Board of Directors.
Section 3. Duties of the Vice President
The Vice President shall perform the duties of the President in the event of absence or disability of the President. The Vice President shall perform such other duties as are required by the Board of Directors.
Section 4. Duties of the Secretary-Treasurer
The Secretary-Treasurer shall collect and keep an account of all moneys received and expended by the organization; deposit sums received by COMBASE in depositories approved by the Board of Directors; and make reports of the finances of COMBASE to the President and the Board of Directors, whenever required; and shall perform such other duties as are required by the Board of Directors. The funds, books, and other records in the possession of the Secretary-Treasurer shall at all times be subject to the inspection, supervision, and control of the Board of Directors. The Secretary-Treasurer shall cause a financial review of the organization's transactions to be performed by a committee of members, as promptly as practicable after the close of each fiscal year. The review report shall be furnished to all member institutions as soon as such report is available, and in all events not later than the Annual Meeting of the board of Directors next following the close of the fiscal year to which such report pertains. At the expiration of the Secretary-Treasurer's term of office, the Secretary-Treasurer shall turn over to the successor in office all funds, books, records, and other property of COMBASE in this individual's possession.
Section 5. Duties of the Immediate Past President
The Immediate Past President shall serve as Chair of the Nominating Committee and serve in other capacities at the direction of the President.
When the Board nominations/appointments process fails to produce replacement Board members in a timely manner, the President shall be empowered to make appointments for terms of one year, or until the next Board appointment cycle, whichever is less time. The Board and its Nominating Committee shall then address the remaining years of the terms during the next appointment cycle.
Section 6. Duties of the Executive Director
The Executive Director is appointed for a two-year term and serves at the discretion of the Board of Directors. The Executive Director is responsible for the administrative affairs of COMBASE, and these accomplishments are reviewed annually by the Board. The Executive Director shall sit in at ex officio capacity on the Board of Directors and the Assembly. The Executive Director shall maintain all records and files – other than treasurer's reports, call meetings at the direction of the Board, keep minutes of the Board of Directors and the Assembly, and such other duties as may be assigned such as professional development activities, publications (excluding the newsletter) and contract and grant development. The Board of Directors shall incorporate the compensation and expenses of the Executive Director in the annual COMBASE budget.
Section 1. Meetings
There shall be at least two regular meetings of the Board of Directors of COMBASE per calendar year. One meeting shall be in conjunction with the AACC Convention. Officers and at-large members of the Board of Directors shall be elected at this meeting. The other meeting shall be held in conjunction with the annual Fall Conference and shall be designated at the Annual Meeting, at which time an annual Plan of Action and Budget shall be reviewed and approved. Special meetings may be called from time to time by the President of the Board of Directors or by petition of at least fourmembers of the Board of Directors.
Section 1. Meetings
There shall be created an Assembly of COMBASE member institutions. Presidents and Institutional Representatives shall constitute the Assembly. Assembly activities shall be scheduled at each meeting and these activities shall be conducted so as to further the purposes of COMBASE.
Section 2. Notice of Meetings
Written or printed notice stating the place, day, and hour of any meeting of the Assembly shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than 10 nor more than 40 days before the date of such meeting, by or at the direction of the President or the persons calling the meeting. In case of a special meeting, or when required by these bylaws, the purpose for which the meeting is called shall be stated in the notice.
Section 3. Quorum
A majority of member institutions must be represented in order that a quorum be constituted for the transaction of business at any meeting of the Assembly. If a quorum is not present at any meeting, or if the business of such meeting shall not be completed, those present may, by majority vote, adjourn the meeting to another date.
Section 1. Notice
These bylaws may be altered, amended, or repealed at any regular COMBASE meeting provided that a minimum of 30 days prior notice of such meeting shall have been furnished to the Board of Directors and the Assembly and that such notice shall have included a statement that one of the purposes of such meeting was to consider such alteration, amendment, or repeal.
Section 2. Methods of Amendment
Amendments to the bylaws may be considered in either of two methods:
(1) Proposed amendments originating from the Board of Directors must pass the Board of Directors by a majority vote and be acted on by a majority of those institutions present at the Assembly meeting to be adopted.
(2) Proposed amendments originating from the Assembly must pass the Assembly by majority vote of those institutions present at the Assembly meeting and must pass the Board of Directors by majority vote to be adopted.
Section 3. Effective Date
Bylaw changes are effective immediately upon adoption unless otherwise specified.
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