2026 CCAS Bylaws Revision: Member Review & Vote

New Text

The name of this organization shall be the Council of Colleges of Arts & Sciences with the abbreviation CCAS.

Old Text

(Constitution) ARTICLE I: NAME

This organization shall be called the Council of Colleges of Arts & Sciences.

Comments

No significant changes

New Text

Section 1: MISSION STATEMENT

CCAS is a deans leadership organization that creates opportunities to network with other deans, fosters academic excellence and innovation, offers professional and career development, provides resources and best practices, responds to current issues of relevance to higher education, and advocates for learning in the tradition of the liberal arts and sciences.

Section 2: ORGANIZATIONAL PURPOSE

The Council is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 3: RESTRICTIONS ON ACTIVITIES AND POLITICAL INVOLVEMENT

No substantial part of the activities of the Council shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Council shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Council shall not carry on any other activities not permitted to be carried on (a) by a Council exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Council, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

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(Constitution) ARTICLE II: PURPOSES

This Council is established as a non-profit organization to provide its member institutions through their appropriate representatives: (1) a forum for discussing common problems of higher education as these relate to the Arts and Sciences; (2) an agency to encourage, initiate, and support programs and activities to improve the intellectual stature and the public understanding of the disciplines of the Arts and Sciences; and (3) a medium for the dissemination of the results of Council deliberations and other information deemed essential to the continuing intellectual and educational strength of the Arts and Sciences. However, no substantial part of the activities of the Council shall be designed to influence legislation or the election of candidates known to be preferentially favorable to the Arts and Sciences.

Comments

Creates a clearly defined mission statement and updates to current language being used throughout the organization. Also clearly incorporates tax code language to maintain 501(c)3 status.

New Text

Section 1: QUALIFICATION

Membership in CCAS shall be open to regionally accredited higher education institutions that offer post-secondary degrees in the arts, humanities, social sciences, or the sciences.

Section 2: MEMBERSHIP DEFINITIONS

1. 1. Members in Good Standing: Members in good standing are defined as institutions that have paid membership dues for the current membership year, as determined by the Board of Directors. 
   2. Voting Member: Each member institution shall designate one (1) representative serving in the position of dean, associate dean, or assistant dean to be the voting member.

 Section 3: OTHER ORGANIZATIONS

Institutions or organizations which support the mission of CCAS but do not qualify for membership may be admitted as non-voting members as directed by the Board of Directors.

Old Text

(Constitution) ARTICLE III: MEMBERSHIP

The membership of this organization shall consist of the following: (1) regionally accredited Colleges, Schools, and Divisions of Arts and Sciences that grant the baccalaureate degree and (2) such institutions or organizations as may subsequently be admitted under provisions of the By-Laws. Institutional representatives are those who have primary responsibility for overseeing programs and courses in the Arts and Sciences.

Comments

Creates a less restrictive membership definition and better defines the voting member. This will allow the Board of Directors to enact future policies that ensure our membership offerings meet the current needs of higher education.  

New Text

Section 1: ROLE

The governance, oversight, and operations of the Council will be vested in a Board of Directors. The Board shall establish policies, procedures, and rules of order to effectively manage the Council. The Board may delegate responsibilities to staff or committees as necessary and appropriate.

Section 2: COMPOSITION

The Board shall consist of up to twelve (12) deans, associate deans, or assistant deans from member institutions in good standing. At least one (1) associate dean or assistant dean shall be elected to the Board each year. In addition, the elected Officers outlined in these Bylaws shall also serve as voting members of the Board. The Executive Director will serve as an ex-officio, non-voting member. The Host Institution Liaison will serve as an ex-officio, non-voting member.

A. Eligibility:

1. 1. Any dean, associate dean, or assistant dean from a member institution shall be eligible to be elected to the Board, provided they meet the qualifications as established by the Board of Directors.
   2. Board members must remain affiliated with a member institution and continue to meet the qualifications in effect at the time of election.

Section 3: TERMS

All Board members shall serve a three-year term and may serve an unlimited number of non-consecutive terms, but a maximum of two (2) consecutive terms. A Board member who is appointed to a vacancy may be elected to an additional two (2) consecutive three-year terms.

Section 4: QUORUM AND VOTING

The Board of Directors is the governing body of CCAS. Decisions of this body shall be reached and become effective upon a majority vote of the Board members present, provided that a quorum exists. To have a quorum, two-thirds (2/3) of the Board members must be present.

Whenever an electronic vote is necessary to reach a decision, the Executive Director and Host Institution Liaison shall manage the matter. In an electronic vote, two-thirds (2/3) of the Board members must submit a vote.

Section 5: COMPENSATION

The members of the Board receive no compensation other than reimbursement for reasonable and documented expenses.

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(Bylaws) ARTICLE I: BOARD OF DIRECTORS

1. 1. There shall be a Board of Directors consisting of twelve persons elected from and by the representatives of the member institutions for three-year terms each plus four ex officio members as specified in Articles II, III, IV, and V. Board members shall be the administrative heads of those educational units eligible for membership or deans of Arts and Sciences. Associate/Assistant Deans of Arts and Sciences units are eligible to be elected to the Board as term representatives. At least two positions will be dedicated to Associate and Assistant Deans.
   2. Election to the Board shall take place at the Annual Meeting; a plurality of those present and voting shall be necessary for election. Election shall be by ballot distributed at the time of in-person final registration at the Annual Meeting. The ballot shall include the option of write-in candidates. Ballots shall be cast by the deadline published in the Annual Meeting program. Subsequent to the deadline, the votes shall be counted and the election results shall be announced at the Annual Business Meeting.
   3. If a vacancy occurs on the Board, the President, in consultation with the Board, shall make an appointment to fill the unexpired portion of the term of the person vacating the Board. In making replacement appointments initial consideration shall be given, in order of votes received, to candidates from the election held at the preceding Annual Meeting. The term of the newly appointed director shall begin immediately upon notification.
   4. An individual may normally serve no more than two terms on the Board of Directors.
      A Board member who is appointed to a replacement term may be elected to an additional two three-year terms.
   5. The Board shall establish its own procedures and rules of order for its meetings. It shall meet at the Annual Meeting and at other times at the direction of the President. It shall act for the organization on all matters not specifically delegated to the entire Council.
   6. It is a responsibility of the Board to arrange for the Annual Meeting.
   7. The new Board members’ terms shall commence immediately after the election results are announced at the Annual meeting.

Comments

No significant changes, reorganize for clarity. Vacancy procedures moved to new article. Process for Associate/Assistant Dean changed to electing one per cycle, this eliminated the need that a board member would need to give up their seat if they were elevated to a dean role. It also ensures the assistant/associate dean role was continually represented each election cycle. 

New Text

Section 1: ROLES

The officers of the Board of Directors shall be a President, a Past President, a PresidentElect, and a Treasurer. The officers shall perform duties, serve terms and shall be elected as set forth in the bylaws and as directed by the Board of Directors.

Section 2: PRESIDENT, PRESIDENT-ELECT AND PAST-PRESIDENT

The President shall be the chief officer of the Council and shall direct all agents in carrying out the processes and services of the Council. The President shall serve as Chair of the Board of Directors. The President shall serve a one-year term, preceded by a oneyear term as President-Elect and followed by a one-year term as Past President.

A. Eligibility:

1. 1. Any dean, associate dean, or assistant dean of a member institution shall be eligible for election, subject to the qualifications established by the Board of Directors.
   2. The President, President-Elect, and Past President shall remain affiliated with a member institution and shall continue to meet the qualifications in effect at the time of election throughout their respective terms of office.

Section 3: TREASURER

The Treasurer shall be appointed by a majority vote of the Board of Directors and shall serve a three (3) year term. If they are not an elected Board member, they shall be a non-voting ex officio member of the Board and perform those duties prescribed by the Board. The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the Finance Committee, assist in the preparation of the annual budget, help develop fundraising plans, make financial information available to Board Members and the membership and ensure that appropriate financial records are maintained.

A. Eligibility:

1. 1. Any dean, associate dean, or assistant dean from a member institution shall be eligible to be appointed Treasurer, provided they meet the qualifications as established by the Board of Directors.
   2. The Treasurer must remain affiliated with a member institution and continue to meet the qualifications in effect at the time of appointment.

Section 4: COMPENSATION

The officers receive no compensation other than reimbursement for reasonable and documented expenses.

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(Constitution) ARTICLE V: OFFICERS
The officers of this organization shall be a president, a past president, a president-elect, a treasurer, and a Board of Directors. The officers shall perform duties, serve terms and shall be elected as set forth in the By-Laws.

(Bylaws) ARTICLE II: PAST PRESIDENT
The Immediate Past President shall be an ex officio member of the Board. If they do not remain qualified to serve (e.g., if they leaves the position of Dean), the most recent Past President available will fill the office.

(Bylaws) ARTICLE III: PRESIDENT

1. 1. The President shall be an ex officio member of the Board. They shall succeed from the position of President-Elect. The President shall preside at meetings of the Board and at business meetings of the Council. In the absence of the President, the President-Elect shall act in their stead.
   2. If the sitting President ceases to be a Dean, that person may serve out the remainder of the one-year term as President. If the sitting President chooses not to remain in office, the President-Elect shall assume both the duties of the President and the President-Elect through the next Annual Meeting, and the Board of Directors shall provide additional assistance as needed.
   3. The President shall take office at the close of the Annual Business Meeting and shall serve until the close of the next Annual Business Meeting.

(Bylaws) ARTICLE IV: PRESIDENT-ELECT

1. 1. The President-Elect shall be an ex officio member of the Board. They shall be elected by the general membership at the Annual Meeting. The President-Elect shall serve as program chairman and shall perform the duties of the President in the absence of the latter.
   2. The President-Elect shall take office at the close of the Annual Meeting at which they is elected and serve in that capacity until the close of the next Annual Meeting. Once elected, the President-Elect shall be allowed to fulfill the terms of President-Elect (one year) and President (one year).
   3. If the President-Elect chooses not to remain in office, the Board of Directors shall select a person to complete the program preparation responsibilities for the next Annual Meeting. In such case, the Executive Committee shall recommend to the Board both a President and President-Elect to stand for election at the next Annual Meeting.

(Bylaws) ARTICLE V: TREASURER
The Treasurer shall be appointed by the Board and shall serve an unspecified term at the pleasure of the Board. If they is not an elected Board member, they shall be a non-voting ex officio member of the Board and perform those duties prescribed by the Board. The Treasurer co-chairs the Finance Committee. The treasurer shall attend meetings of the board as required of elected board members.

Comments

No significant changes, reorganize for clarity. Vacancy procedures moved to new article. 

New Text

Section 1: METHOD

The election of Officers and Board Members shall be conducted by electronic ballot. The ballot shall include the option for write-in candidates and shall be distributed to the membership no earlier than fourteen (14) days prior to the commencement of the Annual Meeting. Ballots must be submitted by the deadline published by the Council, which shall be no later than the day preceding the Annual Business Meeting.

The election shall be administered by the Executive Director in accordance with procedures established by the Board of Directors. Following the close of voting, ballots shall be verified and tabulated, and the election results shall be announced to the membership.

Elections shall be determined by a plurality of votes cast. In the event of a tie among candidates, a run-off election shall be conducted. Run-off ballots shall include only those candidates who have received an equal number of votes, and the results of the run-off shall determine the outcome of the election.

Section 2: VOTING RIGHTS

Each institution that has paid its annual dues before ballot distribution shall have one vote, and the ballot shall be distributed to the institution’s Voting Member.

Section 3: TERMS

Officers and Board members elected to office shall begin their term at the conclusion of the Annual Meeting and shall serve until the close of the Annual Meeting marking the end of their elected term.

Old Text

(Constitution) ARTICLE IV: VOTING RIGHTS

Each institution that has paid its annual dues shall have one vote.

Comments

Clearly outlines the voting process and voting rights. A significant change from past will be to allow institutions who do not attend the Annual meeting in person to vote in the annual election. 

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Section 1: REMOVAL FROM OFFICE

Any elected or appointed officer or director may be removed from office for just cause by a three-quarters (3/4) vote of the Board of Directors. Just cause shall include, but not be limited to, violation of organizational policy, failure to uphold professional standards, or failure to perform the duties of the position.

A removal vote shall occur only upon the filing of a formal complaint, adherence to the Council’s disciplinary process, and presentation of final recommendations to the Board.

Any vacancy created by removal shall be filled in accordance with Section 2 of this Article.

Section 2: VACANCIES

If an elected position becomes vacant, whether by removal, resignation, or other cause, the President shall nominate a qualified candidate, subject to approval by the Board of Directors, to serve the remainder of the unexpired term, except as otherwise provided in this Section.

1. 1. President. In the event of a vacancy in the office of President, the Past President shall assume the duties of the President and complete the remainder of the unexpired term.
   2. President-Elect. In the event of a vacancy in the office of President-Elect, a special election shall be held by the membership at the earliest possible time. The newly elected President-Elect shall complete the remainder of the progression of the vacated term.
   3. Past President. In the event of a vacancy in the office of Past President, the President may either assume the duties of the Past President or nominate a qualified member, subject to approval by the Board of Directors, to serve the remainder of the unexpired term. Such member shall be considered an elected member of the Board. 
   4. Treasurer. In the event of a vacancy in the office of Treasurer, the President shall nominate a qualified candidate, subject to approval by the Board of Directors, to serve.
   5. Secretary. In the event of a vacancy in the office of Secretary (outlined in Article IX, Section 1A), the Past President shall assume the responsibilities of the Secretary.
   6. Board of Directors. In the event of a vacancy on the Board of Directors, the President shall nominate a qualified candidate, subject to approval by the Board of Directors, to serve the remainder of the unexpired term. If the vacancy occurs within six (6) months of the term’s conclusion, the position shall remain vacant until the next regular election cycle. Such members shall be considered elected members of the Board.
      
      

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Comments

Consolidated into a single article for clarity and consistency. Also created a procedure to remove elected officers and directors. 

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Section 1: HOST INSTITUTION

The Council shall maintain its principal office on a Host Institution campus. The Host Institution shall provide any necessary resources as determined by agreement between the Council and the Host Institution.

Section 2: HOST CAMPUS LIAISON

The Host Campus Liaison shall be defined by the Memorandum of Understanding between the Council and the Host. The Host Campus Liaison shall serve as a non-voting, ex-officio member of the Board of Directors.

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(Bylaws) ARTICLE VI: HOST CAMPUS LIASON

The Host Campus Liaison shall be a dean of arts and sciences located at the campus hosting the CCAS office and shall serve an unspecified term at the pleasure of the Board. S/he shall be a non-voting ex-officio member of the Board and perform those duties prescribed by the Board. The Host Campus Liaison shall attend at least 2 Board meetings per year, including the Annual Meeting.

Comments

No significant changes, better references the memorandum of agreement which formally defines the relationship between CCAS and the Host Institution. 

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Section 1: EXECUTIVE DIRECTOR

The Executive Director shall be hired by and serve at the discretion of the Board of Directors and shall be an employee of the Host Institution. The Executive Director shall have day-to-day responsibility for the management and operations of the Council, including implementation of the strategic priorities, goals, and policies established by the Board of Directors. The Executive Director shall attend all meetings of the Board, provide regular reports on the progress of the Council, respond to questions from the Board, and carry out such duties as are described in the position description or as may be assigned by the Board.

The Executive Director shall report to the Board of Directors collectively, at the direction of the Executive Committee.

1. 1. Secretary of the Board: Unless otherwise directed by the Board, the Executive Director shall also serve as Secretary of the Board and shall be responsible for recording and maintaining the minutes of all meetings of the Board of Directors.
   2. Performance Evaluation: The Executive Director shall be subject to an annual performance evaluation conducted by the Board of Directors, or by a committee or officers designated by the Board. The evaluation shall assess the Executive Director’s effectiveness in carrying out the duties of the office, advancing the Council’s mission, and implementing the goals and policies established by the Board. The results of the evaluation shall be reviewed with the Executive Director and used to inform continued employment, compensation, and professional development.
   3. Compensation: The compensation of the Executive Director shall be reviewed and approved annually by the Board of Directors, or by a committee or officers designated by the Board, consistent with applicable host institution policies, laws, regulations, and best practices for nonprofit organizations.
   4. Removal: The Executive Director may be removed from office by a two-thirds (2/3) vote of the Board of Directors whenever, in its judgment, such action serves the best interests of the Council. Removal from office by the Board shall direct the Host Institution to take appropriate employment action consistent with its personnel policies.

Section 2: OTHER STAFF

The Executive Director shall oversee the management of staff and shall have authority over all personnel matters, including but not limited to hiring, termination, supervision, training, delegation of duties, and evaluation of performance.

Section 3: CONTRACTED SERVICES

The Council may engage independent contractors, consultants, or professional service providers as necessary to carry out its operations and advance its mission. The Executive Director shall have authority to retain such services within the limits of the approved budget, subject to oversight and approval by the Board of Directors when required.

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(Bylaws) ARTICLE VII: EXECUTIVE DIRECTOR & SECRETARY

The Executive Director shall be appointed by the Board and shall serve an unspecified term at the pleasure of the Board. The Executive Director shall conduct the customary operations of the Council on a day-to-day basis as directed by the President in consultation with the Board and shall direct the operations of the Secretariat Office. Unless directed otherwise, the Executive Director shall serve as Secretary to the Board and record the proceedings of all Board meetings and the Annual Business Meeting. The host institution, through a contractual arrangement with CCAS, will negotiate with the Board for the provision of necessary services for the Office of the Secretariat.

Comments

Better defines the Executive Director role, procedures and additional CCAS staff. 

New Text

1. 1. Executive Committee: The Executive Committee shall include the officers of the Board of Directors: President, President-Elect, Past-President, and Treasurer. The Executive Director will serve as an ex-officio, non-voting member. The Executive Committee shall meet regularly to provide advice and counsel to the Executive Director on the regular operations of the Council. This committee does not have the power to amend the Articles of Incorporation, Bylaws, or policies but has the authority of the Board of Directors in the intervals between meetings. Any action or actions proposed by a member or members of the Executive Committee may be referred to the Board of Directors by any single member of the Executive Committee.
   2. Finance Committee: The Finance Committee shall be chaired by the Treasurer and shall include the President, the President-Elect, and no fewer than three (3) additional members, with the Executive Director serving as an ex officio, non-voting member. The functions of the Finance Committee shall include reviewing financial policies and procedures, monitoring the financial stability of the Council, and advising the staff and Board of Directors on the development of the annual operating budget. The Committee shall make recommendations to the Board of Directors regarding financial policies, budget adoption, and other matters affecting the fiscal health of the Council.
   3. Governance Committee: The Governance Committee shall be chaired by the Past President and shall consist of no fewer than three (3) additional members of the Board of Directors, appointed by the President. Members of the Governance Committee must have served at least one (1) year on the Board of Directors prior to appointment. The functions of the Governance Committee shall include nominating candidates from the membership to serve as members of the Board of Directors, evaluating and recommending changes to the structure and processes of the Board as necessary, and conducting periodic reviews of governing documents of the Council.
   4. Standing Committees: The Board shall create and direct any standing committees in accordance with the Council’s mission and strategic plan. Standing committees will be outlined in the policy manual with a membership structure and committee charge. All standing committees will have a chair and no fewer than three (3) additional members.
   5. Ad Hoc Committees and Task Forces: Ad hoc committees and task forces are appointed as needed by the President, in consultation with the Board. The charge of each ad hoc committee shall specify a date by which the committee’s work is to be completed. Unless the President acts to extend the term of the committee, it is dissolved on the date specified.

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(Bylaws) ARTICLE IX: BOARD COMMITTEES
A. Executive Committee
The President, Past-President, President-Elect, Treasurer, Host Institution Liaison, and Chair of the Governance Committee shall constitute the Executive Committee of the Board. The duties of the Executive Committee are to:

1. 1. recommend to the Board the terms and conditions of employment of the Executive Director.
   2. approve the agenda for meetings of the Board of Directors.
   3. recommend to the Board individual(s) to stand for election as President-Elect.
   4. provide general fiscal oversight.
   5. act in the best interests of the organization when unforeseen situations arise.

B. Governance Committee
Among its functions shall be to nominate candidates from the membership to serve as members of the Board of Directors, evaluate and recommend changes to board structure and processes as necessary, and to conduct periodic reviews of Committees and periodic self-assessment of the Board. The Governance Committee shall include a chair, appointed by the President, two or three additional members of the Board of Directors, appointed by the President, and as an ex officio voting member, the Past-President. Members of the Governance Committee shall have served for at least one year on the Board of Directors.

C. Finance Committee
The Executive Committee, chaired by the President, shall serve as the Board’s Finance Committee. Among its functions will be to work closely with the Executive Director and Treasurer on CCAS finances, budgeting, and financial reporting.

(Bylaws) ARTICLE X: COMMITTEES

The President shall solicit volunteers for committees from among the membership of the organization. Membership on committees should reflect, so far as possible, the range and diversity of member institutions and of their representatives, and may include associate and assistant deans.

A. Strategic Planning Advisory Committees
The Board shall determine advisory committees in accordance with the strategic plan, to include an advisory committee on diversity, equity, and inclusion, as well as an advisory committee on associate and assistant deans, through the fulfilment of the 2023–2028 Strategic Plan. The Advisory Committees will be outlined in Committee Charters with composition, responsibilities, and reporting guidelines articulated and reviewed annually by the Board.

B. Ad Hoc Committees
Ad hoc committees are appointed as needed by the President, in consultation with the Board. The charge of each ad hoc committee shall specify a date by which the committee’s work is to be completed. Unless the President acts to extend the term of the committee, it is dissolved on the date specified. Ad hoc committees may submit proposals for annual meeting sessions to the program chair for consideration.

Comments

Provides better clarity to the committee structure and roles. 

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Section 1: BENEFIT

No member, officer or director shall have any right, title, or interest in or to the assets of the Council, and no part of the above shall inure to the benefit of the same except for payment of reasonable compensation for services and property or the reimbursement of expenditures made for and on behalf of the Council in keeping with its authorized exempt objectives.

Section 2: CONFLICTS OF INTEREST

Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Council to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Section 3: INDEMNIFICATION

The Council shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Council against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Council; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the Council and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

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(Constitution) ARTICLE VIII: FISCAL POLICIES
No part of the income of the Council shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Council may pay reasonable compensation for services rendered and make payments in the furtherance of the purposes set forth in Article II hereof. Upon the dissolution of the Council the Board of Directors shall, after providing for the payment of all liabilities of the Council, dispose of all assets of the Council exclusively for the purposes set forth in Article II hereof through an agency or agencies which shall at that time qualify as tax-exempt under appropriate sections of the Internal Revenue Code.

Comments

Add better protections for the board of directors and requires the disclosure of conflicts. 

New Text

 Section 1: RULES OF ORDER

The current edition of Robert’s Rules of Order Newly Revised shall be the authority in all questions of procedure unless otherwise determined by the Board of Directors. The Past President shall serve as the parliamentarian of the Council and shall resolve questions of order and procedural disputes, consistent with the rules of order adopted by the Board of Directors. In the absence of a Past President, the President will designate a parliamentarian as necessary.

Section 2: GOVERNING DOCUMENTS & AMENDMENTS

The governing documents of the Council are the Articles of Incorporation, these Bylaws and the CCAS Policy Manual.

The Articles of Incorporation and Bylaws may be amended at any time by a two-thirds (2/3) vote of the Board of Directors. Any such amendment shall not take effect until it has been presented to the membership and ratified by a plurality of the votes cast by member institutions in good standing through an electronic ballot.

The CCAS Policy Manual may be amended by the Board of Directors with a majority vote of the Board of Directors and shall take effect immediately.

Old Text

(Constitution) ARTICLE IX: AMENDMENTS
Amendments to the Constitution can be adopted by a three-fourths majority of those member institutions present and voting at an Annual Business Meeting, or on a mail or electronic ballot by a two-thirds majority of those member institutions responding. Proposals to amend may be initiated by the Board of Directors or by a petition presented through the Board signed by at least ten member institutions. Amendments shall be acted upon only after written notice of at least fourteen days.

(Constitution) ARTICLE X: BYLAWS
The Organization may adopt Bylaws for the conduct of its affairs that are consistent with this Constitution. Such Bylaws may be accepted, repealed or amended at any Annual Meeting by a two-thirds majority vote of those member institutions present and voting, or by mail or electronic ballot by a simple majority of those member institutions responding. Amendments shall be acted upon only after written notice of at least fourteen days.

Comments

No significant changes. 

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Section 1: METHOD OF DISSOLUTION

The term of the Council shall be perpetual, unless it shall be dissolved by a two-thirds (2/3) vote of the Board of Directors or as otherwise provided by law.

Section 2: DISTRIBUTION OF ASSETS:

Upon the dissolution of the Council, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Council, distribute all remaining assets of the Council exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Any such assets not so disposed of shall be distributed to a nonprofit organization or organizations organized and operated exclusively for purposes as shall at the time qualify as exempt under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board of Directors.

Old Text

Comments

Article was missing from current documents.