|
CSAE Bylaws
Revised January 12, 2005
Article I: Name
1.1. Name: The name of this association shall be the Connecticut Society of Association Executives, Inc. ("CSAE").
1.2. Nonprofit: The CSAE is a professional membership organization and a nonprofit corporation.
1.3. Incorporation: The CSAE is incorporated in the State of Connecticut and is an allied society of the American Society of Association Executives.
Article II: Purpose
2.1. Purpose: The CSAE exists to:
2.1.a. Provide the means for exchanging experiences and opinions through discussions and study of all the aspects and functions of a voluntary association and its management.
2.1.b. Develop and encourage high standards of service and conduct by association executives.
2.1.c. Promote the arts and sciences of association management and educate members and the public in the advancement, improvement and uses of voluntary associations.
2.1.d. Cooperate with other local and regional groups of association executives and to maintain close liaison with the American Society of Association Executives as an affiliate.
2.1.e. Undertake any other functions consistent with these purposes that will further advance the usefulness of the CSAE to its members to the science of association management and to the general public.
2.1.f. Do all and everything necessary, suitable, convenient, and proper to carry out either enumerated or incidental goals of the CSAE.
Article III: Membership
3.1. Classifications: The CSAE shall have the following membership classifications: Active, Associate and other classifications as determined by the Board of Directors ("Board").
3.1.a. Active: Active members are defined as Regular and Staff. Active members shall be entitled to all privileges of membership including that of voting and serving as an officer.
3.1.a.i. Regular: Regular membership shall be limited to association directors engaged in the management of trade, professional, technical, educational, philanthropic or similar type voluntary membership organizations who spend their time in managerial or executive in a local, state, territorial, national or international organization of the above nature.
3.1.a.ii. Staff: Staff membership shall be limited to association staff personnel, when there is already a Regular member from the organization, engaged in the administration of trade, professional, technical, educational, philanthropic or similar type voluntary membership organizations who spend their time in administrative responsibilities in a local, state, territorial, national or international organization of the above nature.
3.1.b. Associate: Associate membership shall be available to any person who represents a firm or corporation providing or offering products or services to organizations of the nature set forth in 3.1.a.i.. When the number of Associate members is equal to that of the Active membership, no new Associate members may be accepted into membership until such time as the maximum limit will again permit. Associate members shall be entitled to all privileges of membership except that of voting and serving as an officer. Associates who serve on the Board may vote on Board matters.
3.2. Active: CSAE membership shall be limited to individuals and is not transferable.
3.3. Associate: CSAE membership is assigned to an associate employee and is transferable.
3.4. Termination of Membership.
3.4.a. Resignation: Any member may resign from the CSAE by submitting a written resignation to the Board. Such a resignation shall be effective as of the date received by the CSAE or at a future date as stipulated in the resignation. Any member who resigns shall forfeit any and all rights and privileges in the affairs and/or property of the CSAE and shall remain liable for any dues or other charges due and owing at the time of their resignation.
3.4.b. Suspension: Members may be suspended by the Board for failure to pay dues within sixty days of renewal date.
Article IV: Dues
4.1. Rates: Membership dues shall be at rates established by the Board.
4.2. Dues Period: The Board shall prescribe the dues period of the CSAE.
Article V: Meetings
5.1. Annual Meeting: The CSAE shall hold an annual meeting in each fiscal year and may hold such other meetings as may be deemed appropriate by the Board.
5.2. Notification: At least ten days notice shall be given to members prior to each meeting.
Article VI: Officers and Duties
6.1. Officers: CSAE officers shall be Active members and have served on the Board. There shall be a president, vice president, treasurer, secretary, and immediate past president.
6.2. Election: Officers shall be elected annually at the CSAE’s annual meeting.
6.3. Terms: Officers may hold office for one year or until their successors are chosen and qualified. No president may serve more than two consecutive elected terms.
6.4. President: The president shall be the chief elected official and shall preside at all CSAE meetings.
6.5. Vice President: The vice president shall preside at meetings in the absence of the president and shall have such other duties as may be assigned by the president.
6.6. Treasurer: The treasurer shall be responsible for oversight of financial records and the collection of dues and other receipts, and shall be authorized to sign checks on behalf of the CSAE for those expenditures duly authorized by the Board.
6.7. Secretary: The secretary shall be responsible for oversight of membership records, minutes of all business meetings of the officers or membership and for all notices to members.
6.8. Officer Vacancy: In the event of an officer vacancy, a successor may be chosen for the balance of the current year by the Board. In the case of a vacancy in the office of the president, the vice president shall automatically become president.
Article VII: Board of Directors
7.1. Governance: CSAE’s governing body shall be the Board of Directors.
7.2. Duties: The Board shall supervise, control and direct CSAE affairs and its committees and publications; shall determine its policies or changes; shall actively pursue its purpose; and shall supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as it shall deem advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee.
7.3. Election: The Board shall be elected at the annual meeting.
7.4. Members: The Board of Directors shall consist of fourteen members: five CSAE officers, seven Active members and two Associate members, all of whom shall be full voting members at Board of Directors meetings.
7.5. Terms: All directors shall serve for a term of three years or until their successors have been elected and assume office. Members of the Board who have served two full three-year terms shall not be eligible for re-election as a director until at least two years have elapsed. Individuals who become officers will remain on the Board for as long as they hold an officer position.
7.6. Quorum: A majority of Board members shall constitute a quorum for the transaction of business.
7.7. Meetings: The president may call regular meetings of the Board. Special meetings may be called at the written request of three members of the Board. At least seven days’ notice of such meetings shall be given to each director before the time appointed for such meetings.
7.8. Voting: The Board may vote by mail, fax, electronic ballot, or by telephone poll.
7.9. Vacancy: In case of a Board vacancy between annual meetings, the president with concurrence of a majority of the Board shall appoint a member to fill such vacancy and that member shall serve only until the next annual meeting of the CSAE at which time the members shall elect a new director to serve the remainder of the unexpired term.
7.10. Removal: The Board may, at its discretion, by a vote of two-thirds of its members, remove any officer or director.
7.11. Attendance: If a member of the Board misses two consecutive Board meetings, the Board member will be notified that they could be subject to removal from the Board, unless extenuating circumstances can be presented to permit continuation of service as a Board member.
Article VIII: Staff
8.1. Executive Director: The Board may employ or otherwise retain an executive director to assist the officers and directors in the conduct of CSAE’s activities.
8.2. Responsibilities: The executive director shall:
8.2.a. Be responsible for the management and carrying out of the activities of the CSAE and for the implementation of the policies of the CSAE.
8.2.b. Assume such duties as may be assigned by the president and/or Board including those of assisting the secretary and treasurer.
8.3. Removal: The executive director shall be accountable to and may be removed by action of the Board.
8.4. Staff: The executive director shall be authorized to retain such additional staff as may be approved by the Board.
Article IX: Elections and Voting
9.1. Election and Voting: Unless otherwise provided, any election or other matter voted on by the membership shall be decided by a simple majority of the votes cast.
9.2. Eligibility: Every CSAE Active member shall be entitled to cast one vote in any election of an officer or director.
9.3. Quorum: Ten Active members shall constitute a quorum in any election.
9.4. Proxy: There shall be no proxy voting.
Article X: Executive Committee
10.1. Composition: The executive committee will consist of the five officers. The executive director serves ex officio at the discretion of the committee.
10.2. Decision Making: The executive committee may act for the Board except for such matters specifically reserved for the Board by these bylaws.
10.3. Quorum: A majority of the executive committee shall constitute a quorum at any duly called meeting of the committee.
10.4. Meeting: A meeting of the executive committee must be convened at any time on the request the president or by a written request by three members of the executive committee.
Article XI: Nominating Committee
11.1. Creation: The president, with the approval of the Board, shall name a nominating committee of three Active members.
11.2. Composition: The committee chair shall be the immediate past president. The other two shall be Active members.
11.3. Responsibility: It shall be the duty of the committee to present to the membership, at least thirty days before the next annual meeting, one or more candidates for each office and directorship to be filled at the annual meeting.
11.4. Petitioning: Any Active member may make additional nominations from the floor of the annual meeting.
Article XII: Committees
12.1. Standing Committees: Standing Committees are: (a) Nominating Committee; (b) Program Committee; and (c) Membership Committee.
12.2. Other Committees: The president with the approval of the Board shall establish such other committees or task forces as are deemed necessary.
12.3. Committee Members: The president shall have the authority to appoint chairs and committee members for any committees or task forces.
Article XIII: Finances
13.1. Fiscal Year: The fiscal year of the CSAE shall be February 1 to January 31.
13.2. Budget: The treasurer, secretary and executive director shall submit to the Board an annual budget, which must be adopted each year in advance of the next fiscal year of the CSAE.
13.3. Financial Report: The treasurer shall furnish to the Board within sixty days following the end of each annual fiscal year a financial report for the year just completed. The annual fiscal report will be made available to the membership via electronic media or within the newsletter.
13.4. Financial Review: CSAE accounts shall be reviewed annually by a certified public accountant who shall be approved by Board.
Article XIV: Dissolution
14.1. Funds: CSAE shall use its funds only to accomplish the purpose specified in these bylaws and no part of these funds shall inure to, or be distributed to the members of the CSAE.
14.2. Assets: Upon the dissolution of the CSAE, the Board, after paying or making provision for the payment of all of the liabilities of the CSAE, shall arrange for the distribution of the remaining assets to a scientific, educational or charitable organization; provided, however, that such organization at the time qualifies under Section 501(c) 6 or 501(c) 3 of the Internal Revenue Code.
Article XV: Indemnification of Directors and Officers
15.1. Liability: CSAE, its directors and officers shall not be liable to any of its members for any statements, errors or omissions in any reports sent out by the CSAE, whether the same shall be due to the negligence of the CSAE, or said directors or elective officers; and each and every member of those that may hereafter become members, shall be deemed to have expressly released the CSAE, its directors and elective officers from any and all liability for such statements, errors, and omissions, and further, from any and all liability by reason of any agreements, contracts, obligations, acts, steps, or plans entered into or undertaken by the CSAE on behalf of its members.
15.2. Indemnification: Each present and future director and elective officer, whether or not then in office, shall be indemnified by the CSAE against expenses actually and necessarily incurred by or imposed upon him (including but without being limited to judgments, costs, and counsel fees) in connection with the defense of the action, suit or proceeding in which he is made a party by reason of being or having been a director or elective officer of the CSAE except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty for the CSAE. Such indemnification shall not be deemed exclusive of other rights to which such director or officer may be entitled, under any other bylaws agreement, a vote of the members, or as a matter of law, or otherwise.
Article XVI: Amendments
16.1. Amendments: These bylaws may be amended or repealed by a two-thirds vote of the Active members present at any meeting of the CSAE duly called and regularly held, provided notice of such proposed changes has been distributed to the members thirty days before such meeting.
16.2. Effective Date: Revised bylaws shall be effective upon passage by the membership.
Article XVII: Parliamentary Procedure
17.1. Parliamentary Procedure: Governance of the CSAE shall be by procedures as defined in contemporary parliamentary procedures when not in conflict with the bylaws of the CSAE.
|
|
Coming Soon! 2010 Events You Will Want to Attend. Details will be posted soon.
|
 |
|
