The Association for Consortium Leadership (ACL) is a national association that provides a forum for higher education professionals involved in cooperative programs. ACL provides guidance in creating and strengthening partnerships whose members include col

BY-LAWS OF THE
ASSOCIATION FOR CONSORTIUM LEADERSHIP

ARTICLE I

PRINCIPAL OFFICE AND REGISTERED AGENT

A. The principal office of the ASSOCIATION FOR CONSORTIUM LEADERSHIP, a nonprofit corporation, incorporated under the laws of the District of Columbia (hereinafter the "Association"), shall be at such place within or without the District of Columbia as may be designated by the Board of Directors.

B. The Association may have such other office or offices at such suitable place or places within or without the District of Columbia as may be designated from time to time by the Association's Board of Directors.

C. The Association shall have and continuously maintain a registered office in the District of Columbia and the Association's Board of Directors shall appoint and continuously maintain in service a registered agent, having a business office identical with the registered office, who shall be an individual resident of the District of Columbia, or a corporation, whether for profit or not for profit.

ARTICLE II

PURPOSES

The purposes of the Association are: 1) to share information and to assist in developing cooperative strategies and cooperative programs designed to strengthen post-secondary education; 2) to conduct and encourage research and evaluation in the field of inter-institutional relations; 3) to articulate the philosophy of the voluntary consortium in post-secondary education and to find ways to make both the philosophy and practice widely known; 4) to maintain a service and resource center for consortia; 5) to play an active role in broadening the number and kind of cooperative agencies; 6) to assist with the continuing education of persons in consortium work; 7) to represent consortia in appropriate places; and 8) to generally advance and work toward the strengthening of post-secondary education.

The corporation is organized and is to be operated exclusively for charitable and educational purposes within the meaning of Section 501( c )(3) and 170 ( c ) (2) (B) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal revenue law). No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its directors, officers, other private individuals, or organizations organized and operating for a profit (except that the corporation shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of the purposes as hereinabove stated). No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision herein, the corporation shall not carry on any activities not permitted to be carried on:
(a) By an organization exempt from Federal income tax under Section 501 (a) of the Internal Revenue Code of 1954 as an organization described in Section 501 ( c ) (3) of such Code (or the corresponding provisions of any future United States internal revenue law), (b) By an organization, contributions to which are deductible under Section 170 ( c ) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).

ARTICLE I I I

MEMBERSHIP

A. Membership Classification. Membership in the Association shall be divided into two classes, regular and associate. Regular membership shall be open only to those academic consortia which are formal organizations with two or more member institutions, administered by at least one professional person, requiring annual contribution or other tangible evidence of long-term commitment, and which shall meet such other criteria as set forth in the bylaws; provided that no institution shall be eligible for regular membership unless it is entitled to exemption from federal income tax under Section 501(a) of said Code as an organization described in Section 115 (a) of the Internal Revenue Code of 1954 as a public educational institution or under Section 501 ( c ) (3) and Section 509 (a) (1), (2) or (3) of said code or similar provisions of prior or subsequent statues. Regular members shall have voting privileges. Associate members shall exercise all the privileges of membership designated by the Board except they may not be extended the right to vote and to hold office. Associate membership shall be available to any institution, association, non-profit organization, or individual subscribing to the purposes of the Association and which shall meet such criteria as are set forth in the bylaws.

B. Resignation of Members. Any member of the Association may withdraw from such membership at any time by giving written notice thereof to the Secretary.

C. Revocation or Termination of Membership. Any member of the Association may have such membership revoked or terminated by affirmative vote of the Board of Directors, whenever in the Board's judgment the best interests of the Association would thereby be served or whenever such member loses eligibility for such membership under the criteria as stated in Article A, hereof.

D. Reinstatement. Any member of the Association, the membership of which has been revoked or terminated under Article III C, hereof, may be reinstated to membership by action of the Board of Directors, upon a thorough investigation and after satisfactory assurances of eligibility have been received.

E. Annual Dues. The annual dues to be paid by regular and associate members shall be established by the Board of Directors. All dues shall be payable the first day of each membership year and shall be considered delinquent 45 (forty-five) days thereafter.

ARTICLE IV

MEETINGS OF MEMBERS

A. Annual Meeting. An annual meeting of the membership of the Association shall be held, within or without the District of Columbia, normally during the month of October, for the purposes of transacting any and all business that may be brought to the meeting.

B. Location of Meeting. The Association's Board of Directors shall decide the location and time of the annual meeting.

C. Notice of Meeting. Written or printed notice, stating the time, day and place of the annual meeting, shall be delivered to all members at least thirty (30) days prior to the date of the meeting.

D. Special Meetings. Special meetings of the Association's membership may be called by the Board of Directors. Special meetings of the Association's membership may be called by the President, following receipt of a petition requesting such meeting signed by members constituting not less than ten percent (10%) of all the Association's members. Notice of such meetings, stating the time, day and place of said meeting and the purpose or purposes for which the meeting is called, should be delivered to the membership at least ten (10) days prior to the meeting date.

E. Quorum. Twenty percent (20%) of the membership of the Association shall constitute a quorum for the transaction of business of the Association at any annual or special meeting.

ARTICLE V

BOARD OF DIRECTORS

A. General Authority. There shall be a Board of Directors of the Association, which shall manage the business, property and affairs of the Association. In the management of the business, property and affairs of the Association, the Board of Directors shall be vested with all powers possessed by the Association itself, including the power to appoint and remunerate agents and employees, insofar as such delegation of authority is not inconsistent with or repugnant to the laws of the District of Columbia or any other applicable laws, the Association's articles of incorporation, or these bylaws or any amendments to them.

B. Members. The Board of Directors of the Association shall be composed of six elected members of the Association plus the Executive Director, and the Past President and up to six members appointed by the elected Board, the Executive Director, and the Past President. All members of the Board shall have full and comparable voting rights. (p.3)

C. Officers of the Board. The President, Vice President, Secretary, Treasurer, and Past President of the Association shall be the President, Vice President, Secretary, and Past President, respectively, of the Board of Directors. (p.4)

D. Elections. Elections for membership on the Board shall take place at the annual meeting.

E. Term of Office. The terms for elected Association Board members shall be three years on a staggered basis with no member serving more than two terms consecutively. The terms for appointed members shall be one year renewable for a total of not more than three years.

F. Vacancies. Vacancies occurring during the term of a director (other than an officer) shall be filled by the Board of Directors. An individual filling such a vacated position shall serve only until the time of the regular election of the Association's Board.

G. Meetings; Notice. There shall be at least two meetings annually of the Association's Board of Directors, at such a time and place as the Board may determine. Written or printed notice, stating the time, day, and place of each meeting, shall be delivered to each member of the Board at least ten (10) days prior to the day of the meeting. Attendance by a director at a meeting shall constitute waiver of notice of the meeting, excepting such attendance solely for the purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called or convened. Special meetings of the Board may be called by the President of the Board or by any three (3) of the members of the Board.

H. Quorum; Voting. At all meetings of the Board of Directors, a simple majority shall constitute a quorum. Each member of the Board shall be entitled to one vote. Proxy voting shall not be permitted. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid action if subsequently confirmed by a majority vote, in conformance with the quorum requirements, by a mail ballot (either public or electronic mail) of the voting members of the Board.

I. Consent of Directors in Lieu of Meeting. Unless otherwise restricted by the articles of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board or committee, and such written consent is filed with the minutes of proceedings of the Board or committee.

J. Presumption of Assent. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

K. Waiver of Notice. Whenever any notice is required to be given to any director of the Association under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.

L. Specific Powers and Duties.
(1) The Board of Directors shall designate the trust company or trust companies, the bank or banks, or the savings and loan association or associations, in which shall be deposited the money or securities of the Association.

(2) The board shall authorize committees in accordance with article VI hereof.

(3) The Board shall rule on any questions of policy which arise between annual meetings.

(4) The Board shall authorize expenditures from the Association's treasury during the interim between annual meetings of the Association.

(5) The President of the board, subject to the approval of the Board, shall have the authority to appoint such committees from the membership of the Board to expedite its work. Such committees may be voted authority by a majority of the Board to act for the Board as a whole, and any action taken shall be reported to the board.

(6) The Board shall have the authority to create commissions as may be necessary to carry out the purposes of the Association and may provide for the manner of choosing the members of said commissions.

ARTICLE VI

STANDING COMMITTEES

A. Executive Committee. The Board of Directors of the Association by resolution shall appoint an Executive Committee consisting of the officers of the Association (President, Vice President, Secretary, Treasurer, and Past President) and the Executive Director..... (p.5)

B. Nominating Committee. A nominating committee of three members shall be appointed at the annual meeting of the Association, two members to be appointed by the Board and one from the floor. The committee shall nominate members to be elected to the Board at the following meeting and shall also suggest to the Board persons to serve on various committees and task forces. Nominations for the Board and suggestions for task force membership may be made from the floor.

ARTICLE VII

OFFICERS

A. Election of Officers. The officers of the Association shall be elected at the fall meeting of the Board of Directors by a majority of the affirmative votes cast by the Board members voting.

B. Term of Office. The officers shall be installed at the annual meeting at which they are elected and shall hold office for a term of two years or until their successors are elected. Officers are limited to two consecutive terms. (p.5)

C. Vacancies. Vacancies occurring during the term of office of an officer of the Association shall be filled by the Board of Directors from designated representatives of the Council's members, unless a mail ballot election is conducted among such membership for such purpose. The representative filling a vacated position shall serve only until the time of the regular election of the Association's officers.

D. President. The President shall preside at all meetings of the members, the Board of Directors, and the Executive Committee; shall appoint appropriate committees and the Chair of the annual meeting; shall issue the call to meetings of members; and perform functions in keeping with his/her office and the policies of the Board of Directors and the Executive Committee.
The President:
(a) shall be responsible for determining and seeing to the dissemination of the agenda and supporting material in advance of meetings of the Association�s membership and the meetings of the

Board of Directors.
(b) shall see that requisite notice is given of and shall preside over the meetings of the Association�s membership and the meetings of the Board of Directors.

(c) subject to approval by the Board, shall have authority to appoint such committees and commissions not otherwise provided for by these bylaws when necessary for the furtherance of the aims and objectives of the Association.

(d) shall also perform such other duties as the Board of Directors may form time to time designate.

E. Vice-President. The Vice-President shall undertake such tasks as are delegated to him/her by the President.

F. Secretary. The Secretary of the Association shall have all powers and shall perform duties commonly incident to and vested in the office of secretary of a corporation, including the following duties and responsibilities:
(a) The Secretary or his/her delegate shall attend all meetings of the Board of Directors and the annual membership meeting, and be responsible for the keeping, preserving in the books of the Association, and distributing of true minutes of the proceedings of all such meetings.

(b) The Secretary shall see to the maintenance of the official membership roster of the Association.

(c) The Secretary shall serve as secretary of the Board of Directors.

(d) The Secretary shall perform such other duties as the Board of Directors may from time to time designate.

G. Treasurer. The Treasurer of the Association shall have all powers and shall perform all duties commonly incident to and vested in the office of treasurer of a corporation, including the following duties and responsibilities:
(a) The Treasurer shall oversee the collection of all dues and money owing the Association.

(b) The Treasurer shall oversee the dispensing of funds upon authorization of the Board of Directors.

(c) The Treasurer shall oversee custody of all funds of the Association and shall be bonded as directed by the Board of Directors.

(d) The Treasurer shall be responsible for developing and reviewing the fiscal policies of the Association.

(e) The Treasurer shall see that the accounts of the Association are audited annually by a certified public accountant.

(f) The Treasurer shall also perform such other duties as the Board of Directors may from time to time designate.

H. Past President. The Past President shall provide advice and counsel to the Board. (p.7)

I. Authorization. The President and/or the Treasurer ..... (p.7)

J. Delegation of Authority. The Board of Directors may delegate to the Executive Director ...(p.7)

ARTICLE VIII

EXECUTIVE DIRECTOR

A. Executive Director. The Executive Director of the Association shall be appointed by the Board and shall serve at the discretion of the Board.

B. Staff. The Executive Director, subject to the approval of the Board, shall appoint such other staff as may be necessary for the effective conduct of the affairs of the Association.

C. Delegated Responsibilities. The Executive Director shall, by delegation from the
Board of Directors:
1. disseminate agendas and supporting materials for Board and membership meetings,
2. give timely notice of Board and membership meetings,
3. keep and preserve the books of the Association, distributing timely minutes of all meetings of the Board and membership,
4. maintain the official roster of membership of the Association,
5. collect all dues and money owed the Association,
6. disburse funds upon authorization of the Board of Directors,
7. have custody of the Association�s funds,
8. sign certificates, contracts, and other instruments related to the business of the Association as directed by the Board of Directors,
9. regularly, as directed by the Board of Directors, report to the Board and membership on the financial condition and transactions of the Association, and
10. caused to be prepared and timely filed such annual reports and returns as required by law.

ARTICLE IX

TASK FORCES

Task forces shall be appointed by the President to assist in carrying out the work of the Association. Membership on task forces may be extended beyond members of the Association. Task forces shall work in cooperation with the Executive Director.

ARTICLE X

FINANCE AND BUDGET

A. The Board shall approve an annual budget in advance of each fiscal year.

B. At each annual meeting of the Association's membership, the Board of Directors shall present a statement of financial condition of the Association and shall report on financial operations of the preceding year and financial plans for the succeeding year. No financial obligations shall be incurred by any officer or committee except as authorized within annual budgets or under authority of special interim action approved by the Board of Directors. The fiscal year of the Association Council shall commence on July1 (first) and shall conclude on June 30 (thirtieth).

ARTICLE XI

ANNUAL REPORTS

The Secretary of the Association shall cause to be prepared and timely filed such annual reports and returns as are required by law, including an annual report with the appropriate agency of the District of Columbia government, in the prescribed form. This annual report shall be executed on behalf of the Association by its President and shall be verified on behalf of the Association by its Secretary.

ARTICLE XII

SHARES OF STOCK, DIVIDENDS
AND CERTAIN LOANS PROHIBITED

The Association shall not authorize or issue shares of stock, nor pay any dividends to its members, members of the Board of Directors, or its officers, nor make any loans to the members of the Board of Directors or its officers.

ARTICLE XIII

DISSOLUTION OR FINAL LIQUIDATION

Upon dissolution or final liquidation, the Board of Directors shall, after paying or making provision for payment of all the lawful debts and liabilities of the corporation, distribute all of the assets of the corporation to one or more of the following categories or recipients as the Board of Directors of the corporation shall determine:

(a) A nonprofit organization which may have been created to succeed the corporation, as long as such organization or each of such organizations shall qualify under Section 115 (a) of the Internal Revenue Code of 1954 or as an organization exempt from Federal income tax under Section 501 (a) of such code as an organization described in Section 501(c) of such Code (or the corresponding provisions of any future United States internal revenue law); and/or

(b) A nonprofit organization or organizations having similar aims and objects as the corporation and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall qualify under Section 115 (a) of the Internal Revenue Code of 1954 or as an organization exempt from Federal income tax under Section 501(c)(3) or such Code as an organization described in Section 501(c) of such Code (or the corresponding provisions of any future United States internal revenue law).

ARTICLE XIV

INSPECTION OF BOOKS AND RECORDS

All books and records of the Association may be inspected by any member of the Association, through its duly authorized agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XV

LIMITATION OF ACTIVITIES

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its directors, officers, other private individuals, or organizations organized and operating for profit, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as set forth in Article II, hereof.

No substantial part of the activities of the Council shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Council shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate in public office. Notwithstanding any provision in these bylaws or in the Council's articles of incorporation, the Council shall not carry on any activities not permitted to be carried on:

(a) By an organization exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501( c )(3) of such Code (or the corresponding provision or any future United States internal revenue law);

(b) By an organization described in Section 509(a) (1), (2) or (3) of the Internal Revenue Code (or the corresponding provisions of any future United States internal revenue law); and

(c) By an organization described in Sections 170( c )(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code (or the corresponding provisions of any future United States internal revenue law).

ARTICLE XVI

VOTING

Voting on all matters, including the election of Directors and officers where they are to be elected by the members, and amendment of the articles of incorporation and bylaws may be conducted by mail. In the event of a submission of a proposal for voting by mail the validated vote of a majority of the members or majority of the Board responding thereto shall be the act of the Association of the Board. The Board shall set a closing date for receiving validated ballots but in no case shall the date be less than thirty (30) days from the date of the mailing of said ballots.

ARTICLE XVII

AMENDMENTS

Amendments may be made to these bylaws by two-thirds of the membership present at any Association meeting, provided prior notification of the proposed changes has been given.

ARTICLE XVIII

INDEMNIFICATION

Individually and collectively, the Directors and the Officers of the Association shall be indemnified by the Association against any cost, expense (including attorney's fees), judgment, liability and/or amount paid in settlement reasonably incurred by or imposed upon them in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative body or agency) to which they may be made a party or otherwise involved or with which they shall be threatened, by reason of their being, or related to their status as trustee, or officer the Association provided however that no such Director or Office shall be entitled to indemnification in relation to matters as to which such Director or Officer shall be adjudicated in such action, suit or proceeding to be liable for gross negligence, or willful misconduct in the performance of duty. The foregoing right of indemnification shall be in addition to any rights to which such Director or Officer may otherwise be entitled and shall inure to the benefit of the executors or administrators of each trustee or officer. The Association may pay the expenses incurred by a Director or Officer in defending a civil or criminal action, suit or proceeding, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by such Director or Officer, to repay such payment if they shall be adjudicated to be not entitled to indemnification as provided herein.

AS AMENDED
October 1988
October 1998