ARTICLE I
NAME OF THE ORGANIZATION
The organization’s name shall be COMMUNITY COLLEGE BACCALAUREATE ASSOCIATION (CCBA).
ARTICLE II
PURPOSES OF THE ORGANIZATION
CCBA’s purposes include educational research and information dissemination to promote the baccalaureate degree at and through community colleges “… as a means to promote a national commitment to: ensure that everyone has the opportunity to a quality education, regardless of their background or circumstance; foster inclusivity; and expand equitable access, outcomes, and affordability to higher education baccalaureate degrees.”
ARTICLE III
COMMUNITY OF MEMBERS
Section 1. The Community College Baccalaureate Association’s membership shall consist of those institutions, individuals, and organizations who have an interest in access to the baccalaureate at and through community colleges
Section 2. The CCBA Board of Directors shall establish the membership dues structure.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. The Board of Directors: The Board of Directors (also known as Board Members) shall not exceed nine members and shall be composed of the Chair, Vice-Chair, Secretary, Treasurer, and Directors. The Board of Directors shall determine the exact number of Directors, provided that it shall always be an odd number. Each will have one vote. The President, also the organization’s CEO, is a non-voting member of the Board of Directors.
Section 2. Authority: CCBA shall be governed by the Board of Directors. The Board of
Directors shall have the authority to adopt policies and procedures governing the actions of
The Board of Directors and the association are consistent with the purposes and limitations outlined in the bylaws. In addition, the Board of Directors shall have financial oversight.
Section 3. Delegation of Authority: The Board of Directors delegates responsibility for the day-to-day operations to the President, who shall be appointed by the Executive Committee of the Board and report to the Board.
Section 4. Eligibility: The Board of Directors shall identify policies and procedures related to Board eligibility, qualifications, and tenure.
Section 5. Quorum: A majority of directors shall constitute a quorum.
Section 6. Voting: Each Board member in good standing is entitled to one (1) vote at Association meetings. In a tie, the Chair’s vote shall be the deciding vote.
Section 7. Notice: Electronic notice of all meetings shall be provided under this section or as otherwise required bylaw. The Notice shall state the place, date, meeting time, and, if for a special meeting, the purpose of the meeting. Such notice shall be sent to all directors at least seven (7) days before the meeting.
Section 8. Place of Meeting: Meetings shall be held at a location or virtually as the Board of Directors chooses. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed present in person at the meeting.
Section 9. Regular Meeting: The Board of Directors shall meet as deemed necessary to conduct the business of CCBA, but not less than three times annually. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 10. Special Meetings: The Chair, Secretary, or Treasurer may request special meetings with five working days’ electronic notice and the majority of the Board’s approval.
Section 11. Procedures: The vote of a majority of the officers and directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors unless the vote of a more significant number is required by law or by these bylaws for a particular resolution. The Board shall keep written minutes of its proceedings in its permanent records.
Section 12. Action Without a Meeting: An action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing setting forth the action is signed by all the Directors currently in office. “Written consent” includes a communication transmitted or received electronically; “sign” includes executing an electronic signature, such as a Member inserting his or her name in an electronically transmitted writing. Such action by written consent shall have the same force and effect as the vote of the Directors taken at a meeting. Such written action shall be effective when signed by a majority of the Directors (as long as a quorum is achieved) unless a different effective date and time are specified in the written consent.
Section 13. Elections: New board Members or current Members elected to additional terms will be elected through email balloting. The current Board Members will elect the new members by a majority vote.
Section 14. Removal/Vacancies: An Officer or Director shall be subject to removal, with or without cause, at a meeting called for that purpose.
Section 15.Terms of Office: Officers and Board Directors serve two-year terms
and can be re-elected for two consecutive terms, but an officer or director may serve up to six consecutive years.
ARTICLE V
OFFICERS
Section 1. Officers and Duties. The Board of Directors shall elect the officers of CCBA, which will consist of the Chair, Vice Chair, Secretary, and Treasurer.
Their duties are as follows:
- Chair: The Chair shall preside at meetings of the Board of Directors, Executive Committee, and other meetings. The Chair shall have the following responsibilities: 1) management of the business of the Board of Directors, 2) general oversight and direction of all other officers and ensure that their duties are appropriately performed, and 3) report to the Board of Directors issues that may impact CCBA.
- Vice-Chair: The Vice-Chair shall attend all meetings of the Board of Directors and Executive Committee. The Vice Chair performs duties traditional to the position and other duties as assigned by the Executive Committee and serves as chair of meetings when the Chair is not available.
- Secretary: The Secretary shall attend all Board of Directors and Executive Committee meetings, ensure an accurate record of all CCBA Board of Directors and Executive Committee business proceedings, perform duties traditional to the position, and perform other duties as assigned by the Executive Committee.
- Treasurer: The Treasurer shall attend all Board of Directors and Executive Committee meetings. The Treasurer monitors the financial status and reports on the budget to the Board of Directors and Executive Committee. The Treasurer performs duties traditional to the position and other duties as assigned by the Executive Committee.
ARTICLE VI
COMMITTEES
Section 1. Committees: CCBA’s standing committees are the Executive Committee,the Finance Committee, the Nominating Committee, and the Evaluation Committee.
Section 2. Executive Committee: The Executive Committee shall consist of the Chair, Vice-Chair, Secretary, and Treasurer. The President shall be a non-voting ex-officio member of the committee. The Committee will meet as needed to discuss the organization’s business. The board should confirm any decisions made by the Executive Committee at the following board meeting or via e-mail/electronic communication confirmation.
Section 3. Finance Committee: The Finance Committee shall consist of the Chair, Treasurer, and President. It shall meet quarterly to review the organization’s financial status.
Section 4. Nominating Committee: The Nominating Committee shall consist of at least three Board Members. The Committee shall identify, recruit, interview, and nominate qualified individuals to serve as CCBA Board Members at least one month before the term ends for the outgoing Board Member(s). The Nominating Committee shall also be responsible for nominating persons to fill vacancies between annual meetings, including those of officers. Nomination recommendations shall be sent in writing to Board Members at least two (2) weeks before they are invited to vote via e-mail or at a future meeting. The elected persons shall hold membership or office for the unexpired term regarding such vacancy.
Section 5. Evaluation Committee: The Evaluation Committee shall consist of at least three board members and should include at least one officer of CCBA. This committee reviews the president’s annual evaluation process, gathers information to evaluate the President’s performance, and makes recommendations to the full Board.
ARTICLE VII
President
Section 1. Roles and Responsibilities: The President’s position is pivotal in steering CCBA toward achieving its mission and vision. The President reports directly to the Board of Directors and is responsible for the organization’s overall strategic, operational, and financial health, and operations.
Section 2. Selection: The executive committee will be responsible for establishing and overseeing the process of selecting a new president when necessary. In collaboration with the finance committee, the executive committee will also confirm the desired presidential profile and qualifications and establish a compensation range.
ARTICLE VIII
AMENDMENT TO BYLAWS
Section 1. Proposal and Submission: The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change should be distributed to all board members at least ten (10) days before the meeting. Amendments may not conflict with the Certificate of Incorporation or the provisions of the laws under which the Association is incorporated. Amendments may be voted on at regular or special meetings of the board.
Section 2. Approval: Amendments to the bylaws will be made by a majority vote of the Association’s Board of Directors, archived by date, and housed on the CCBA website under the Board of Trustees.
ARTICLE IX
PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Association in all cases to which they are applicable and to which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
ARTICLE X
INDEMNIFICATION
Any director or officer who is involved in litigation because of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized bylaw as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights). For this purpose, the Association maintains a policy that provides $1,000,000 in general liability for each occurrence and $2,000,000 for aggregate coverage.
ARTICLE XI
DISSOLUTION
The organization may be dissolved only with authorization from its Board of Directors given at a special meeting called for that purpose and with a simple majority vote to dissolve. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organizations organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
Adopted by the Board of Directors in November 2024 official Community College Baccalaureate Association, Inc.