Bylaws of the Community Classroom Consortium, Inc.

Summary of Contents

ARTICLE I: NAME AND LOCATION
Section 1: Name
Section 2: Location

ARTICLE II: PURPOSE AND GOALS
Section 1: Goals
Section 2: Nonprofit
Section 3: Institutional cooperation
Section 4: Awards

ARTICLE III: MEMBERSHIP
Section 1: Members
Section 2: Membership
Section 3: Application for membership
Section 4: Termination
Section 5: Dues

ARTICLE IV: MEMBERSHIP MEETINGS
Section 1: Membership meetings
    A. Annual and regular meetings
    B. Special meetings
    C. Notice of meetings
    D. Quorum
    E. Conduct of the meeting
    F. Voting

ARTICLE V: BOARD OF DIRECTORS
Section 1: Role
Section 2: Composition and characteristics
    A. Powers
    B. Number
    C. Qualifications
    D. Selection of directors
    E. Term of office
    F. Election
    G. Notice of elections
    H. Removal
    I. Vacancies
Section 3: Board responsibilities
Section 4: Board meetings
    A. Directors’ meetings
    B. Place of Directors’ meetings
    C. Notice
    D. Meetings of consent
    E. Conduct of meetings
    F. Voting
    G. Quorum

ARTICLE VI: COMMITTEES
Section 1: Standing committees
    A. Nominating Committee
    B. Membership Committee
Section 2: Other committees

ARTICLE VII: OFFICERS
Section 1: Officers
    A. Number
    B. Election
    C. Duties of officers
        1. President
        2. Vice-President
        3. Secretary
        4. Treasurer

ARTICLE VIII: FUNDS
Section 1: Fiscal year
Section 2: Dues
Section 3: Funds
Section 4: Grants
Section 5: Audits
Section 6: Dissolution

ARTICLE IX: AMENDMENTS
Section 1: Amendments

ARTICLE X: THE RECORDS OF THE CONSORTIUM
Section 1: Public access
Section 2: Archives

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ARTICLE I: NAME AND LOCATION

Section 1: Name

The name of the corporation shall be Community Classroom Consortium, Inc. (hereinafter known as the Consortium), a nonprofit corporation incorporated under the laws of the State of Florida.

Section 2: Location

The Consortium’s principal address shall be: Post Office Box 10002, Tallahassee, Florida 32302–0002.

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ARTICLE II: PURPOSE AND GOALS

Section 1: Goals

The goals of the Community Classroom Consortium shall be:

1. to enrich the community through the development of partnerships among educational, cultural, civic, and natural resource institutions;

2. to educate, cooperate with, and inspire educators to use their community’s resources through publications, projects, and programs;

3. to promote working relationships and open communication among its members; and

4. to support the educational objectives of each member institution.

Section 2: Nonprofit

The Consortium is organized within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law. The Consortium will only carry on activities permitted by an organization exempt from federal income tax under Section 501(c)(3) as noted above.

Section 3: Institutional cooperation

The Consortium may cooperate with other nonprofit corporations, foundations, institutions, governments, as well as other organizations and individuals, in the establishment and promotion of the projects and programs of the Consortium.

Section 4: Awards

The Consortium may issue citations of merit and bestow other acknowledgments of distinction upon persons, firms, associations, institutions, and public or private corporations that make meritorious contributions to the advancement of Consortium purposes.

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ARTICLE III: MEMBERSHIP

Section 1: Members

Any educational, cultural, civic, or natural resource institution interested in Consortium goals shall be eligible for membership.

Section 2: Membership

To be a member in good standing, members must attend a majority of the Consortium meetings each year, serve on one committee, and pay the required dues. In addition, each member institution shall submit a letter of support at the beginning of each year designating its Consortium representative.

Section 3: Application for membership

Applications for membership shall be made on a form prescribed by the Consortium and submitted to the Treasurer. Copies of the applications will be sent to the Secretary for the purpose of maintaining a roster. The Treasurer will give a report at each board meeting regarding current membership.

Section 4: Termination

A member may terminate membership at any time by notifying the Board. A member may be terminated by majority vote of the Board and written notice to the member for noncompliance with the purpose, objectives, and methods of the Consortium.

Section 5: Dues

The Board of Directors may provide for dues subject to the approval of a majority vote at the annual meeting of the members of the Consortium.

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ARTICLE IV: MEMBERSHIP MEETINGS

Section 1: Membership meetings

A. Annual and regular meetings

The full membership of the Consortium shall meet at least quarterly. An annual meeting of the membership shall be held during the first quarter of each fiscal year for the purpose of electing new directors and for the transaction of such other business as may come before the body.

B. Special meetings

Special meetings of the membership may be called by or at the request of the President, majority of the Board of Directors, or by a petition signed by twenty-five percent (25%) of the membership.

C. Notice of meetings

Written notice of each meeting shall by sent to the membership not less than ten (10) days prior to the meeting date.

D. Quorum

One more than the total number of members of the Board of Directors shall constitute a quorum of any annual or special meeting, provided that proper notice has been given to all members in good standing.

E. Conduct of the meeting

The President shall conduct meetings; and in his/her absence, the Vice-President; and in his/her absence, the Treasurer. In the absence of the above-listed officers, the membership shall select a presiding officer from those directors present. The Secretary of the Consortium shall act as secretary of all meetings of the Consortium, but in the absence of the Secretary, the presiding officer may appoint any director or other person to act as Secretary.

The Consortium shall follow Robert’s Rules of Order as revised in conducting its business.

F. Voting

Each member institution in good standing present at a meeting shall be entitled to cast one (1) vote on any and all matters that shall come before such meeting. At each meeting of the members, all matters shall be decided by affirmative vote of the majority of the members of the Consortium present at such meeting except those matters otherwise expressly regulated by statute or by another specific section of these bylaws.

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ARTICLE V: BOARD OF DIRECTORS

Section 1: Role

The role of the Board shall be to provide overall policy direction, evaluation, and financial responsibility for the Consortium.

Section 2: Composition and characteristics

A. Powers

The activities, affairs, and property of the Consortium shall be managed, directed, and controlled, and its powers exercised by and vested in, the Board of Directors.

B. Number

The Board of Directors shall consist of nine (9) members. As deemed appropriate, non-voting ex-officio members will be named by the Board.

C. Qualifications

Each nominee for Board of Directors must be a member in good standing at the time of nomination and during his/her term of office, as outlined in Article III, Section 2.

D. Selection of directors

The composition of the Board of Directors shall broadly reflect the diversity of the scope and substance of the purposes of the Consortium. Candidates will be selected by a Nominating Committee appointed by the President as provided in Article VI, Section 1A of these bylaws.

E. Term of office

Board members will be elected for two-year terms. A director may serve consecutive terms if approved by the affirmative vote of a majority of the membership.

F. Election

The election of the Board shall occur at the annual meeting of the full membership of the Consortium.

G. Notice of elections

All members will be informed of upcoming elections in writing.

H. Removal

Any director may be removed for cause at any time at a duly convened meeting of the membership of the Consortium called for such purpose by the affirmative vote of a majority of the membership present and voting, at which meeting the affected director shall be afforded an opportunity to represent himself/herself. Further, the Board also may remove any director who misses three (3) consecutive meetings without benefit of prior excuse approved by the President.

I. Vacancies

The Board of Directors may fill any vacancy occurring after any annual election or any vacancy created by an increase in the authorized number of directors, until the next meeting of the membership. Nominations for vacancies shall be made by the Board of Directors at the first meeting following the vacancy or as soon thereafter as possible.

Section 3: Board responsibilities

A. The Board shall manage the affairs of the Consortium and shall receive and expend all funds made available to it in accordance with any contractual requirements of any funding source.

B. Board members may be requested to perform certain tasks in their area of expertise. These tasks may be compensated at the fair market value for the services rendered. Board members so requested will refrain from voting on the issue. The Board also may provide for personnel as may be necessary to assist in carrying out the functions of the Consortium. For this purpose, the Consortium may retain personnel as may be required, at a salary, or other remuneration to be determined by the Board.

C. The Board shall coordinate and approve, modify, or reject all projects submitted to it and establish such policies for the Consortium as it deems appropriate.

D. The Board shall ratify or override the actions of all standing committees.

E. The Board shall designate a depository for the corporate funds and establish proper monetary control and accounting procedures.

Section 4: Board meetings

A. Directors’ meetings

The Board shall meet at least four times a year. Regular meetings of the Board of Directors shall be held at whatever intervals as determined by the Board. Special meetings shall be held at any time when called by the order of the President or at the request of any three (3) directors.

B. Place of Directors’ meetings

Each meeting of the Board of Directors shall be held at a place designated by the President.

C. Notice

Notice of each meeting shall be sent to each director not less than ten (10) days prior to the day on which such meeting is to be held, unless the calling of such meeting is the result of an emergency as declared by the President, in which event as much notice as possible must be given. Each such notice shall state the time, place, and purpose of the meeting and by whose request it is called.

D. Meetings of consent

Whenever in the judgment of the President, a question arises that should be put to a vote and cannot await a meeting, the Board by consent may vote by mail, ballot, telephone, or electronic means. Meetings of the Board of Directors may be held at any time or place where a quorum of the directors is present and the directors consent to the holding of such meetings.

E. Conduct of meetings

The President shall conduct meetings, and in his/her absence, the Vice-President. In the absence of the above-listed officers, the Board shall select a presiding officer from those directors present. In the absence of the Secretary, the presiding officer may appoint any director to act as Secretary for the meeting.

F. Voting

Each Board member present at a meeting shall be entitled to cast one (1) vote.

G. Quorum

The quorum of the Board shall be fifty percent (50%) of the current filled positions on the Board or five (5) members, whichever is lesser providing at least two officers are present.

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ARTICLE VI: COMMITTEES

Section 1: Standing committees

Standing committees of the Consortium shall include the Nominating and Membership committees.

A. Nominating Committee

A Nominating Committee consisting of at least three members in good standing shall be appointed annually by the President of the Consortium. The duties of the Nominating Committee are to solicit nominations for Board membership and present recommendations for new Board members to the Board and the membership for consideration at the annual meeting of members.

B. Marketing/Membership Committee

The duties of the Membership Committee are to develop, maintain, and update a current membership listing; develop activities designed to stimulate memberships; carry out membership drives; and recommend members to the Board of Directors.

Section 2: Other committees

The Board of Directors from time to time may establish other committees that shall have such duties and hold office for such periods as determined by the Board of Directors.

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ARTICLE VII: OFFICERS

Section 1: Officers

A. Number

The principal officers of the Consortium shall include a President, Vice-President, Secretary, Treasurer, and such other officers of the Consortium as the Board may deem necessary.

B. Election

The officers shall be elected every two years by the Board of Directors at their first meeting after the annual meeting, following recognized parliamentary procedure.

C. Duties of officers

1. President

The President shall act as the presiding officer of the Consortium, chairing all meetings of the membership and the Board of Directors, and shall have such other powers and duties consistent with the bylaws, and such other duties as may be assigned to him/her by the Board of Directors. In the case of resignation, absence, incapacitation, or withdrawal of the President, the duties of the President shall be assumed by the Vice-President. The President annually will appoint Nominating and Membership committees.

2. Vice-President

The Vice-President shall act in the absence of the President and shall have such other powers and duties consistent with the bylaws or as may be assigned by the Board of Directors.

3. Secretary

The Secretary shall keep the minutes of all meetings; maintain and preserve up-to-date records pertaining to the membership and all ongoing activities; distribute meeting notices; distribute Board and Consortium meeting minutes to all members; and perform such other duties as the President and/or Board of Directors may direct.

4. Treasurer

The Treasurer shall keep a record of all funds collected and spent and make regular financial reports to the membership. He/she shall establish necessary accounting procedures to assure accuracy and accountability of the Consortium.

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ARTICLE VIII: FUNDS

Section 1: Fiscal Year

The fiscal year shall be July 1 through June 30.

Section 2: Dues

Dues shall be assessed each institution at an annual rate to be approved by a majority vote of the members present at each annual meeting.

Section 3: Funds

The Consortium may solicit, when authorized by law, and accept gifts, grants, and bequests of money, securities or other property real or personal, for the endowment of its purposes and to hold the same in trust, or otherwise, in accordance with the instructions of the donor and to invest and reinvest the same, and to employ the interest and income from such investments as well as the principal for its lawful purposes.

It may acquire, in any lawful manner, property of every kind and description and to hold, administer, manage, operate, own, and dispose of the same.

Any gift to the Consortium for the purpose herein provided may be made by effectively identifying the gift as made to or for the purpose of the Community Classroom Consortium, Inc., or by effectually identifying this corporation by reference in the manner permitted by law in any will, deed, or written instrument legally operative to transfer title to the corporation, and in this respect, the donor or testator shall adopt all of the provisions of this charter and bylaws as may be in effect from time to time, and the gift shall be devoted to the purposes set forth therein.

Section 4: Grants

The Consortium may make grants or gifts of money, or other property, for scholarships, for research, and for any activities deemed appropriate for achieving the educational goals of the Consortium.

Section 5: Financial review

An annual financial review will be performed by a designee other than the Treasurer, appointed by the Board of Directors at the end of each fiscal year.

Section 6: Dissolution

Upon the dissolution of the Consortium from any cause, the properties then in possession of the Consortium shall be turned over to such successor organization as the Board shall determine. In no event shall any property of the Consortium inure to the benefit of any organization that does not qualify as a 501(c)(3) tax-exempt organization under the applicable provisions of the Internal Revenue Code.

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ARTICLE IX: AMENDMENTS

Section 1: Amendments

These bylaws may be amended by a majority vote of the Board of Directors present at any legally constituted meeting at which such amendments are voted upon. Any proposed amendment must be submitted in writing to the directors at least ten (10) days in advance of such meeting.

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ARTICLE X: THE RECORDS OF THE CONSORTIUM

Section 1: Public access

All records of the Consortium shall be open for public inspection.

Section 2: Archives

The records of the Consortium shall be preserved by the officers and committee chairs and shall be promptly turned over to their successors. The Florida State Archives or other member site shall be designated as the official repository of the Consortium’s permanent records.

These bylaws amended by vote of the Community Classroom Consortium Board of Directors this 8th day of December 2004.

____________________________
President

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Secretary

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