August 3, 2006

ASSOCIATION OF CO-OPERATIVE EDUCATORS

BYLAWS

ARTICLE I:

The name of this association shall be ASSOCIATION OF CO-OPERATIVE EDUCATORS, hereinafter referred to as Association.

ARTICLE II:

The business office of the Association shall be the business address of the Executive Administrator of the Association.

ARTICLE III: MEMBERS

SECTION 1 -- APPLICATION FOR MEMBERSHIP

Any person eligible for membership may file with the Executive Administrator of the Association an application for membership. Upon payment of dues as prescribed by the Association, acceptance of the application for membership and approval by the Board, the applicant shall be considered a member in good standing.

SECTION 2 -- ELIGIBILITY FOR MEMBERSHIP

Anyone involved in or interested in being involved in co-operative education is eligible for membership in ACE.

SECTION 3 --RESIGNATION OF MEMBERS

Any member may at any time file a resignation in writing with the Executive Administrator of the Association, which resignation shall become effective as of the date received by said Executive Administrator.

SECTION 4 -- TERMINATION OF MEMBERSHIP

The Board of Directors may terminate membership in the Association.

1. Membership shall be automatically terminated upon failure of a member to pay dues for the current fiscal year by December 31.
2. Membership may be terminated by action of a majority of the Board when it is shown that a member no longer qualifies as a member.
3. Membership may be terminated by action of the majority of the Board of Directors when it has been shown that the member has acted in a manner detrimental to the organization. The Board of Directors must give written notice of such proposed termination of membership to the member concerned stating the reason at least forty-five(45) days before a final vote is taken by the board.

SECTION 5 -- ANNUAL MEETING

Notice of the Association's annual meeting shall be sent to all current members no less than 15 days and no more than 30 days before the date of such annual meeting.

ARTICLE IV: ASSOCIATION DUES AND FINANCES

SECTION 1 -- DUES

The Board of Directors shall recommend a dues structure and shall submit such recommendation to the general membership for approval at the annual meeting. After an initial dues structure is established, any changes in amounts of dues shall be submitted to the general membership for approval at the annual meeting.

SECTION 2 -- FISCAL YEAR

The fiscal year shall begin on January 1 of each year and end on December 31.

SECTION 3 -- BUDGET

The Board of Directors shall adopt an annual budget which shall project all expenses to be incurred for the year. The Board of Directors shall also set the salary and compensation to be paid to all executives of the Association.

SECTION 5 -- AUDIT

The Board of Directors shall each year select an auditor and order an audit or financial review of the Association's accounts.

ARTICLE V: OFFICERS AND EXECUTIVE COMMITTEE

SECTION 1 -- ELECTED OFFICERS

The offices of the Association shall be a President, a Vice President and a Secretary. Such officers shall be members of the Board of Directors and elected by the Board of Directors.

SECTION 2 -- TERMS OF OFFICE

Each officer shall be elected for a term beginning immediately following the election and shall continue in office for one year or until his or her successor shall have been duly elected.

SECTION 3 -- APPOINTED OFFICERS

The Board of Directors shall appoint an organization or person to serve as Executive Administrator of the Association. Such appointment shall be made at the first Board of Directors' meeting immediately following the elections in 1976 for a three year term and shall be made each three years thereafter. The Board may terminate such appointment at any time with a ninety (90) day notice.

SECTION 4 -- EXECUTIVE COMMITTEE

The Executive Committee shall consist of the elected officers. The function of the Executive Committee will be to transact the business of the Association between meetings of the Board of Directors. During such interim periods, the Executive Committee shall have the same functions and duties as the Board of Directors except for those powers expressly reserved to the Board of Directors by statute. Meetings of the Executive Committee shall be at the call of the President.

 

ARTICLE VI: BOARD OF DIRECTORS

SECTION 1-- MEMBERS OF THE BOARD

There shall be nine (9) members on the Board of Directors of the Association. Members from all geographic areas are eligible to be board members. The Board shall consist of at least two directors each elected from Areas 1 and 2 and at least one director elected from Area 3 as designated in Section 2 of this Article, unless no eligible candidate as provided in Section 3 of this Article is available.

SECTION 2 -- GEOGRAPHIC AREAS

The Association shall be divided into four geographic areas as follows:

AREA 1 All U.S. states;

AREA 2 All Canadian provinces;

AREA 3 All Caribbean Islands, including Puerto Rico;

AREA 4 All other areas.

SECTION 3 -- ELIGIBILITY

To be eligible for election to, or service on the Board of Directors, a candidate must be a member in good standing of the association.

SECTION 4 -- TERMS OF OFFICE

All directors shall serve for a three-year term.

SECTION 5 -- RESPONSIBILITIES

The Board of Directors shall be the legal representatives of the Association and, as such, shall have, hold and administer, all the property and funds held in trust for its use and affairs of the Association in conformity with the Articles of Incorporation and bylaws of the Association and the statutes of the State of Minnesota.

SECTION 6 -- MEETINGS

The Board of Directors shall hold at least two meetings each year.

SECTION 7 -- QUORUM

A majority of the Board shall constitute a quorum.

ARTICLE VII -- NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

SECTION 1 -- NOMINATING COMMITTEE

The President of the Association shall appoint from the membership a Nominating Committee consisting of at least three (3) persons. The Nominating Committee may develop written criteria for director qualifications, which criteria shall be consistent with these Bylaws and approved by the Board of Directors prior to implementation.The Nominating Committee shall identify persons with appropriate qualifications for Board membership, and shall solicit recommendations for nominees from among the members of the Association.

SECTION 2 -- NOMINATIONS

The Nominating Committee shall recommend to the Board of Directors one or more nominees for each position to be filled on the Board each year, at least fourty-five (45) days prior to the date of the annual meeting of members.

SECTION 3 -- ELECTIONS

The election of directors shall be conducted by mail and electronically. The Secretary shall cause to be sent, at least thirty (30) days prior to the annual meeting, written ballots to all members of the Association who were members of record at least ninety (90) days prior to the date of the election. Each ballot shall contain the names of those persons nominated by the Nominating Committee to serve as directors and a general description of the background of each nominee. A ballot shall be valid only if it is received by the Executive Administrator at least seven (7) days prior to the annual meeting. The Executive Administrator shall deliver all ballots to tellers appointed by the President. The tellers shall count all ballots and report the results of the election to the Secretary who shall announce the results promptly at the annual meeting.

Candidates receiving the highest number of votes for office shall be elected. In case of a tie vote, a majority of the Board of Directors shall decide between the candidates who are tied.

In the event that more than one third of the directors' terms expire in the same year, varying terms of office shall be assigned to the newly-elected directors so that approximately one-third (1/3) of the directors’ terms expire each year.  In such a case, the newly-elected directors shall be assigned to terms of varying length based upon the number of votes received by each, with the candidate receiving the highest number of votes assigned to the longest or longer term.

SECTION 4 -- VACANCIES

Vacancies on the Board and among the officers occurring between elections shall be filled by appointment by the Board of Directors; provided, however, that any vacancy in the office of President shall be filled by the Vice President.

ARTICLE VIII: DUTIES OF OFFICERS AND DIRECTORS

SECTION 1 -- PRESIDENT AND VICE PRESIDENT

The President and Vice President shall discharge the duties usually incident to such offices and such other duties as directed or authorized by the Board of Directors.

SECTION 2 -- SECRETARY

The Secretary shall be responsible for keeping a record of all proceedings at each meeting of the Association and keep a separate record of bylaws and other official business of the Association. The Secretary shall perform such other duties as designated in these bylaws and as delegated by the President and Board of Directors.

SECTION 3 -- EXECUTIVE ADMINISTRATOR

The Executive Administrator shall be responsible for a budget to be presented to the Board of Directors at such time as directed by the Board. The Executive Administrator shall receive and keep the funds belonging to the Association and shall make disbursements as directed by the Board of Directors. The Executive Administrator shall also maintain a listing of current members and carry out such other functions as delegated by the President or the Board of Directors. The Executive Administrator shall, in consultation with and at the direction of the Board of Directors, Manage the affairs of the Association.

SECTION 4 -- ALL DIRECTORS

All directors shall promote the purposes of the Association in such manners as are appropriate and represent, to the best of their ability, the interest of the membership in the conduct of business of the Association during meetings of the Board of Directors.

ARTICLE IX: COMMITTEES

SECTION 1 -- STANDING

The President shall appoint such standing committees as shall be provided by the bylaws and shall appoint a chairperson for each such committee.

SECTION 2 -- SPECIAL

The President may appoint special committees and their chairpersons as he or she may deem advisable.

SECTION 3 -- TERMS

The terms of each committee chairperson and member therefor shall expire following the Association's subsequent annual meeting. The President may terminate the service of a chairperson or member of any committee.

ARTICLE X: VOTING AND QUORUM

SECTION I -- ELIGIBILITY

Each member of the Association shall be entitled to one vote in all general membership elections and votes.

SECTION 2 -- MAIL OR ELECTRONIC VOTING

Mail and electronic voting shall be the right of all members in all elections of directors. The Board of Directors may authorize mail and electronic voting on such other issues, as it deems appropriate. The Board of Directors shall establish terminal dates for mail and electronic votes to be counted unless specifically provided for in these bylaws.

SECTION 3 -- QUORUM

Ten (l0) percent of the first l00 members and then 5% of all additional members of the Association in good standing, at any duly-called and convened meeting for the purpose of conducting the official business of the Association, shall constitute a quorum. Such quorum count shall include both members present and members voting by mail as prescribed by these bylaws.

ARTICLE Xl: AMENDMENTS

Bylaws of the Association may be amended by a majority of the members voting in person at the annual meeting or any special meeting called for that purpose at which a quorum as defined herein is present. Such amendments may be proposed by the Board of Directors or any five (5) or more members of the Association in good standing. Notice of the proposed amendments shall be mailed to each member not less than thirty (30) days prior to the annual meeting. Amendments shall become effective immediately.