Bylaws of the Tri-State Consortium of Opportunity Programs in Higher Education
A Pennsylvania Nonprofit CT Corporation
Purposes. The purposes of the Tri State State Consortium of Opportunity Programs in
Higher Education (the Consortium) are set forth in the Articles of Incorporation. In
pursuing such purposes, the Consortium shall not act so as to impair its eligibility for
exemption under § 501C (6) of Internal Revenue Code of 1986, as amended.
For purposes of these Bylaws, the following definitions apply unless the context requires
- 2.1 Board of Directors – The Board of Directors is the body of elected or appointed members who jointly oversee the activities of the Tri-State Consortium of Opportunity Programs in Higher Education. The governing body of the organization is made up of the officers of the Consortium and the appointed or elected directors. The board is in power to elect and appoint officers and agents to act on behalf of the organization and act on other major matters which affect the organization.
- 2.2 Directors – The Directors are persons appointed or elected according to these ByLaws to serve as members of the Tri-State Board of Directors. The whole of the directors collectively form the Board of Directors.
- 2.3 Executive Board – The elected officers and immediate Past President constitute the Executive Board of the Tri-State Consortium. They are the executive body in which resides the power to execute the responsibilities of their respective offices as outlined in these By-Laws.
- 2.4 Members – The Members are the higher education opportunity associations of the three states of the Consortium: New Jersey, New York, and Pennsylvania. The higher education opportunity associations in the three states are: the Educational Opportunity Fund (EOF) in New Jersey; College Discovery (CD) and the Percy Ellis Sutton Search for Education, Elevation, and Knowledge (SEEK) in the City University of New York; the Arthur O. Eve Educational Opportunity Program (EOP) and the Arthur O. Eve Educational Opportunity Centers in the State University of New York; the Arthur O. Eve Higher Education Opportunity Program (HEOP) in New York private colleges and universities; and ACT 101 in Pennsylvania.
- 3.1 Registered Offices. The registered office of the Consortium shall be at the CT Corporation, Delaware County or such other location in Pennsylvania as the Directors may from time to time determine.
- 3.2 Other Offices. The Consortium may also have offices at such other places as the Directors may select and the business of the Consortium shall require.
BOARD OF DIRECTORS
- 4.1 Number. The Consortium shall be governed by a Board of Directors. The Board shall have three classes of directors: Active, Founding/Emeritus, Advisor Retirees, consisting of associations of current or formally active as well as retired professionals once involved in the administration and operation of higher education opportunity programs in New Jersey, New York, and Pennsylvania, including within such associations, administrators, central office staff, counselors, faculty, instructional staff, and research personnel affiliated with such programs. Higher education opportunity programs shall be defined as programs at public, private, or proprietary colleges that provide services and access to
educationally and economically disadvantaged students of that state.
- 4.2 Regular Meetings. Meetings shall be held as determined by the Board members with at least two regular meetings held annually. Meeting dates shall be set at the last meeting of the academic year.
- 4.3 Annual Meetings. The annual meeting of the Board of Directors shall be held on or before June 30 with thirty (30) days’ notice to the members at such other time or place as they shall determine.
- 4.4 Special Meetings. Special meetings of the Board may be called by the President, the Executive Board, or at the written request of ten percent of the Board membership. At least thirty (30) days’ written notice stating the time, place, and purpose of any special meeting shall be given to the Directors.
- 4.5 Quorum. A minimum of nine Directors (three from each state) present at a meeting shall constitute a quorum.
- 4.6 Voting. Each Board member shall be entitled to one vote, in person, by ballot, by mail, or by proxy. Unless otherwise required by these Bylaws, the manner of voting on any matter, including changes to the Bylaws, may be by voice vote, show of hands, or by ballot, as determined by the members present, or by mail if determined by the Executive Board and a ballot is sent with notice of the question to be voted upon.
- 4.7 Voting by Proxy. A Director shall be able to designate a proxy vote. The proxy must be signed and dated by the member granting the proxy and must be filed with the Recording Secretary of the Board of Directors.
- 4.8 Unanimous Consent of Members in Lieu of a Board Meeting. Any action which may be taken at a Board meeting may be taken without a meeting if a consent or consents in writing setting forth the action to be taken shall be signed by all of the members entitled to vote and shall be filed with the Recording Secretary of the Consortium Board of Directors.
- 4.9 Expulsion from Board Membership. Any Director may be expelled from the Board with the assignment of cause, upon a vote of a majority of all other Directors at a duly convened Board meeting, provided that written notice of the intention to expel and reasons therefore have been provided in the notice of the meeting. No Board member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
- 4.10 Other Membership. The Directors may create such additional classes of “Board membership,” such as active professional, associate, student, honorary, or affiliate members, as they see fit, but those in such class shall not have the rights of members under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “Act”). Dues may be required of such “members.”
- 4.11 Special Meeting. A special meeting of the Board may be called by the President or by a majority vote or petition of the Board at any time. At least thirty (30) days’ notice stating the time, place, and purpose of any special meeting shall be given to the members of the Board. The time and place of special meeting shall be fixed by the President.
- 4.12 Adjourned Meeting. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting nor of the business to be transacted at an adjourned meeting, other than by announcement at the meeting which such adjournment is taken.
- 4.13 Teleconference Meetings. One or more Directors may participate in a meeting of the Board or any committee thereof by means of technology.
- 4.14 Adjourned Meeting. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting nor of the business to be transacted at an adjourned meeting, other than by announcement at the meeting which such adjournment is taken.
RESPONSIBILITIES OF DIRECTORS
- 5.1 Powers. The business and affairs of the Consortium shall be managed by the Board of
Directors, except as otherwise required by the Articles, these Bylaws, or a resolution duly
adopted by the Board. Directors shall not receive any compensation for their services as
directors of the Consortium.
- 5.2 Number, Election and Terms of Directors. The Board of Directors shall consist of up
to thirty-six (36) persons, divided equally into three (3) classes: New Jersey Directors,
New York Directors, and Pennsylvania Directors. Except after general election of Board
members, the immediate past president of the Corporation shall be an ex-officio, nonvoting
member of the Board not elected under the procedures described in these Bylaws.
- 6.1(a) Nomination and Election Committee. A Nomination and Election Committee shall be elected by the Board, including at least one representative from each state. No member of the Nomination and Election Committee may become a candidate for office during the election of officers following the member’s service on the committee.
- 6.1 (b) The term of office of a Director shall be two years, commencing promptly after election.
- 6.2 Positions, Election, Term. The officers of the Board of Directors shall include a President, a First Vice- President, a Second Vice- President, a Recording Secretary, a Treasurer, and such other officers whose positions shall be created from time to time by the Directors. The officers shall be elected by the Directors after the selection of the Directors, and shall serve for a term of two (2) years, and until their successors are elected and qualified. Those persons elected to officers’ positions created by these Bylaws shall be elected at the first meeting of the Board following the Biennial Conference from among the Board of Directors who have served on the Board for at least one full term. Officers shall not receive any compensation for their services as officers of the Consortium.
- 6.3 Consecutive Terms. Officers may be elected for consecutive terms.
- 6.4 Duties. The duties of the officers shall include the following:
- (a) The President shall be the chief executive officer of the Consortium who: shall preside at all meetings of the Directors; shall be an ex-officio member of all committees; shall have general and active management of the business of the Consortium; shall see that all orders and resolutions of the Board are carried into effect subject to the right of the Board to delegate any specific powers as allowed by law; and shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Consortium, and when authorized by the Board, affix the seal to any instrument requiring the same; may enter into a contract with consultants or professional or support staff for specified services.
- (b) The first Vice- President shall be vested with all the powers and required to perform all the duties of the President in the absence of the President, and is responsible for such areas as designated by the President and the Board.
- (c) The Second Vice-President is responsible for the Conference Committee and other committees as designated by the President and the Board and works closely with the TriState Administrator on conference related issues.
- (d) The Recording Secretary shall: be secretary of the Board of Directors; attend all meetings of the Board; record all votes and the minutes of all proceedings; keep on file all records, reports, correspondence and information necessary for the function and organization of the Consortium; and perform such other duties as may be prescribed by the Board or by the President. In addition, the Recording Secretary shall forward to the President a duplicate file of all such records.
- (e) The Treasurer shall: keep or cause to be kept full and accurate accounts of receipts and disbursements of the Consortium; collect all funds due the Consortium and disburse funds as required to meet the obligations of the Consortium; render to the President and the Board, as requested by them but not less than once a year, regular accountings of all transactions and of the financial condition of the Consortium; and perform such other duties as may be prescribed by the Directors or the President.
- 6.5 Removal of Officers. Any officers or agent may be removed by the Board whenever in its judgment the best interests of the Consortium will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
- 7.1 Establishment. In addition to the standing committees described below, the Board may establish one or more standing or special committees to conduct the activities of the Consortium. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers or authority as to the following:
- (a) The filling of vacancies on the Board.
- (b) The adoption, amendment or repeal of the Bylaws.
- (c) The amendment or repeal of any resolution of the Board.
- (d) Action on matters committed by the Bylaws or by resolution of the Board to
another committee of the Board.
- Task-oriented special committees may be established from time to time. Such committees will operate as specifically charged and be automatically disbanded on completion of the task.
- 7.2 Standing Committees. The Consortium may have as standing committees the committees listed below. Wherever possible, there will be equal representation from each state. The Board shall determine which standing committees will be activated in any two (2) year period.
- (a) Research and Evaluation. The responsibility of the Research and Evaluation
Committee shall include, but not be limited to, the research, evaluation, and planning related to the Consortium’s purposes and goals delineated in its Articles of Incorporation. This Committee will be a resource for all committees of the Consortium and will generally react to priorities established by the Board.
- (c) Legislation. The Legislation Committee will specifically address itself to the
Consortium’s purpose and goals delineated in its Articles of Incorporation. More
particularly, it will design strategies to effect legislation that will be favorable to
educational opportunity programs.
- (d) Education. The Education Committee will specifically address itself to the
Consortium’s purpose and goals delineated in its Articles of Incorporation. In particular, it will focus on: supporting research and evaluation; disseminating best practices; conducting site visits; providing consultation to opportunity programs; and offering professional development for opportunity program faculty, staff, and administrators.
- (e) Editorial and Publication. The Editorial and Publications Committee will address itself specifically to the Consortium’s goals and objectives as delineated in its Articles of Incorporation. It will have responsibility for the media and communication development and continuing publication of the Consortium Journal and newsletter and shall, in other appropriate ways, encourage scholarly efforts toward publication related to, and supportive of, the Consortium philosophy and goals.
- (f) Conference Committee. The Conference Committee will be responsible for planning all conferences that foster the goals and objectives of the Consortium as delineated in its Articles of Incorporation. The Conference Committee’s specific charge will be the design, planning, and implementation of conferences.
- 7.3 Appointment of Members. Unless otherwise determined by the Board or set out in these Bylaws, the Board shall appoint members of all committees. Wherever possible, there will be equal representation from New Jersey, New York, and Pennsylvania.
- 7.4 Annual Reports. Each committee shall make an annual written report to the Board of its activities and its status on or before the date of the annual meeting and shall report at any other time as requested to do so by the Board.
- 7.5 Ad hoc Committees. Such committees will be established as necessary at the direction of the Board and/or the President.
RESIGNATIONS AND VACANCIES
- 8.1 Resignations. Any member, Director or officer may resign such position at any time. Such resignation is to be made in writing and to take effect from the time of its receipt by the Consortium, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation by the Board shall not be required to make it effective.
- 8.2 Emeritus/Emerita. Any Board member who resigns after four (4) or more years as a Director due to retirement shall be eligible for election as Director Emeritus/Emerita. He/She shall serve for two (2) year periods as a non-voting member and may be reelected by the Board.
- 8.3 Filling Vacancies.
- (a) If the position of any Director becomes vacant by reason of
death, resignation, disqualification or otherwise, the next listed alternative representative from the vacating Director’s state delegation shall be selected by the Board members of the vacating Director’s state to serve as Director for the remainder of the vacating Director’s term. In the absence of such name, the remaining Directors of such state shall select a person to fill the vacancy.
- (b) If the position of any officer becomes vacant, by an increase in the number of officers, or by reason of death, resignation, disqualification, or otherwise, the Directors may choose a person or persons who shall hold office for the remaining term.
MEETING AND NOTICE
- 9.1 Place of Meetings. Meetings may be held at such place within or outside
Pennsylvania as the Board may from time to time determine.
- 9.2 Notice. Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or expedited mail, e-mail, or by facsimile transmission, to that person’s address appearing on the books of the Consortium, or in the case of Directors, supplied by that person to the Consortium for the purpose of notice. Notice may also be sent by e-mail with a provision made for receipt or reply. This information may also be posted on the Tri-State website, but this shall not constitute notice.If the notice is sent by first class mail or expedited mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, or deposited with a service for expedited delivery to such person or, in the case of facsimile or email, when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information which may be required by the Act or these Bylaws, including, in the case of a special meeting of members, the general nature of the business to be transacted.
- 9.3 Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
- 9.4 Procedure. The President shall appoint from among the Board a Parliamentarian who shall be charged with assuring that appropriate procedures are followed at all meetings of the Board and of members. The most recent edition of Robert Rules of Order Revised shall be the parliamentary authority for all proceedings of the Consortium except to the extent inconsistent with these Bylaws.
LIABILITY AND INDEMNIFICATION
- 10.1 General Rule. A Director shall not be personally liable for monetary damages as Director for any action taken or any failure to take any action, unless:
- (a) The Director has breached or failed to perform the duties of Director in
accordance with the standard of conduct contained in Section 5712 of the
Act and any amendments and successor acts thereto; and
- (b) The breach or failure to perform constitutes self-dealing, willful misconduct,
- However, the foregoing provision shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state, or federal law.
- 10.2 Indemnification. The Consortium shall indemnify any officer or Director who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of the Consortium) by reason of the fact that such person is or was a representative of the Consortium, against expenses (including attorneys’ fees) , judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Consortium, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Consortium, indemnification shall not be made under this section in respect of any claim, issue, or matter as to which the person has been adjudged to be liable to the Consortium unless and only to the extent that the court of common pleas of judicial district embracing the county in which the registered office of the Consortium is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses that the court of common pleas or other court shall deem proper.
- 10.3 Procedure. Unless ordered by a court, any indemnification under Section 10.2 or otherwise permitted by law shall be made by the Consortium only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section.
Such determination shall be made:
- (1) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to the action or proceeding;
- (2) if such a quorum is not obtainable or if obtainable and a majority vote of
a quorum of disinterested Directors so directs, by independent legal counsel
in a written opinion; or
- (3) by the members.
- 10.4 Advancement of Expenses. Expenses incurred by a person entitled indemnification pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit, or proceeding shall, in any case required by Section 10.2 , and may, in any other case, be paid by the Consortium in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Consortium.
- 10.5 Continuing Right to Indemnification. The Indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director of the Consortium and shall inure to the benefit of the heirs, executors, and administrators of such person.
- 10.6 Other Rights. This Article shall not be exclusive of any other right which the Consortium may have to indemnify any person as a matter of law.
- 11.1 Articles of Incorporation. The Article of Incorporation or Bylaws of the
Consortium may be amended by a two-thirds vote of all Directors at any duly convened Board of Directors meeting after not less than 30 days’ notice of such purpose has been given to the Directors, including a copy of the proposed amendment or a summary of the changes to be effected thereby.
- 11.2 Bylaws. The Bylaws may be amended, to the extent not prohibited by law, by a majority of all Directors at a duly convened meeting of the Board of Directors after not less than 30 days’ notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.
- 12.1 Fiscal Year. The fiscal year of the Consortium shall begin on the first day of July and end on the last day of June.
- 12.2 Headings. In interpreting these Bylaws, the headings of articles shall not be controlling.
- 12.3 Bond. If required by the Board, any person conducting business with the
Consortium shall give bond for the faithful discharge of his or her duty in such sums and with such sureties as the Board shall determine.
- 12.4 Subventions. The Consortium shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Article and to issue certificates therefor.
- 12.5 Corporate Seal. The corporate seal of the Consortium shall be in circular form and shall bear the name of the Corporation and the words “Corporate Seal, Pennsylvania 1996.”
Proposed revisions: 3/01/02
Proposed revisions: 4/18/02
Proposed revisions as of 11/28/12
Proposed revisions as of 1/16/2014
Proposed revisions as of 1/31/2014
Revisions as of 9/28/2014