TECHNICAL COLLEGE FOUNDATION ASSOCIATION (TCFA) OF GEORGIA, INC.
BYLAWS
ARTICLE I
NAME AND SEAL
Section 1. Determined. The name of the Corporation shall be Technical College Foundation Association (TCFA) of Georgia, Inc. and the seal shall be as determined by the Delegate Council from time to time.
ARTICLE II
PURPOSE
Section 1. Determined. The sole purpose of the Technical College Foundation Association (TCFA) of Georgia, Inc. shall be to provide collective resolve in the advancement and support of technical and adult education provided by the Department of Technical and Adult Education’s system of public technical and adult education colleges and in the advancement of the efforts of the foundation boards of trustees of public technical and adult education colleges, alumni boards of trustees of public technical and adult education colleges, or other nonprofit organization boards of members formed for the sole purpose of supporting public technical and adult education colleges. The purpose of the Corporation may be amended as determined by the Delegate Council of the Corporation from time to time.
Section 2. Activities. The Corporation shall fulfill its purpose through advocacy, friend raising (constituency building), networking, and training activities.
Section 3. Intent. The Corporation shall endeavor to enhance the image of and increase the support for public technical and adult education colleges; provide opportunities for advocacy, friend raising, and fund raising training for its members; provide opportunities for collaborative efforts among local public technical and adult education colleges; share information and resources among its member boards; provide networking opportunities for its member boards; and recognize the achievements of its member boards.
ARTICLE III
PRINCIPAL OFFICE FACILITY
Section 1. Designated. The principal office facility of the Corporation shall be at: 1800 Century Place, Suite 575, Atlanta, Georgia 30345-4304, but the Corporation may have such other offices as its Delegate Council determines that the Corporation may require, and the principal office may be moved from time to time as the Delegate Council may determine appropriate.
ARTICLE IV
MEMBERS OF THE CORPORATION
Section 1. Membership Corporation. The Corporation shall have no capital stock but shall be a membership corporation, the members of which may consist of foundation boards of trustees of public technical and adult education colleges, alumni boards of trustees of public technical and adult education colleges, other nonprofit organization boards of trustees formed for the sole purpose of supporting public technical and adult education colleges. Each such board of trustees admitted to membership shall constitute one member of the Corporation. All such boards will be referred to as member boards from this point forward.
Section 2. Conditions of Membership. Each member board shall be admitted to membership under such reasonable terms and conditions as the Delegate Council of the Corporation may prescribe from time to time, including the payment of dues.
Section 3. Dues. The Delegate Council shall, from time to time, establish the dues that each member board or public technical college must pay as a condition of continued membership. Such dues shall be based upon the needs of the Corporation or upon other such reasonable basis as the Delegate Council may establish from time to time.
Section 4. Termination of Membership. The membership of a member board shall be terminated by the Delegate Council for (1) failure to comply with all reasonable rules, regulations, policies, or directives adopted or issued by the Delegate Council of the Corporation from time to time; or (2) failure to pay all dues, assessments, and other monies due to the Corporation; or (3) when the member board discontinues its operation, fails to designate a member or an alternate member of the Delegate Council of the Corporation, or otherwise ceases to function; all as determined by the Delegate Council.
ARTICLE V
DELEGATE COUNCIL
Section 1. Composition of the Delegate Council. The property, business, and affairs of the Corporation shall be managed by a Delegate Council to consist of one (1) member from each member board of the Corporation, as selected by the local or statewide member board.
Section 2. Designation of Delegate Council Members and Alternates. Each member board shall designate one of its members as a voting member of the Delegate Council of the Corporation and shall designate an alternate to serve when the designated member is absent or unable to participate. If neither the delegate nor the alternate delegate is able to serve as a voting member at a Delegate Council meeting, the member board may select, at any time, any other member to attend as a voting member.
Section 3. Voting. Each member board shall have one, equal vote on the Delegate Council of the Corporation.
Section 4. Term of Office. Each member of the Delegate Council of the Corporation shall serve for a term of two (2) years and until his or her successor is duly designated and qualified. The trustees of each member board shall, at its organizational meeting every other year, appoint and designate one of its trustees as its member on the Delegate Council of the Corporation and one trustee as an alternate to serve as above provided. These designations may repeat for a maximum of four years but may change at any time.
Section 5. Quorum. In a duly-called meeting, a majority of those present shall constitute a quorum for the transaction of all business.
Section 6. Meetings. The Delegate Council shall meet at least two times each year and at such special meetings as may be called from time to time. Special meetings may be called by the President, the President-Elect, or upon the request of any five (5) members of the Delegate Council submitted in writing to the Secretary/Treasurer. Unless waived in writing, by facsimile, or other like electronic means by the majority of members of the Delegate Council, notice of all special meetings shall contain a brief statement of the purpose of the meeting including a list of the major subjects to be considered.
Section 7. Action in Lieu of Meeting. Not withstanding anything in these Bylaws to the contrary, as now or hereafter amended, any action required to be, or that may be, taken at a meeting of the Delegate Council or of any committee thereof may be taken without a meeting if the majority of all trustees or committee members, respectively, consent thereto in writing (or facsimile or other like means) setting forth the action so taken, and the writing is filed with the minutes of the proceedings of the Delegate Council or of the particular committee. Additionally, as now or hereafter amended, members of the Delegate Council or any committee designated by such Delegate Council may participate in a meeting of such Delegate Council or committee by means of conference telephone, computer, or other electronic means by which all persons participating in the meeting can simultaneously hear each other and effectively communicate with each other. Participation in a meeting pursuant to this subsection shall be equivalent to presence in person at such a meeting.
ARTICLE VI
ASSOCIATION ASSEMBLY
Section 1. Composition of the Association Assembly. The Association Assembly shall consist of all trustees from each member board. The Association Assembly shall also consist of ex officio trustees including the Commissioner of the Department of Technical and Adult Education, public technical college presidents and institutional advancement officers, and emeritus member board trustees including past members of local boards of trustees.
Section 2. Meetings. The Corporation shall communicate with the trustees of member boards through at least one Association Assembly meeting each year.
ARTICLE VII
OFFICERS OF THE CORPORATION
Section 1. Officers Enumerated. The officers of the Corporation shall be President, President-Elect and Secretary-Treasurer, all of whom shall be members of a member board of trustees. The immediate past president shall serve as a member of the executive committee.
Section 2. Election. The officers of the Corporation shall be elected by the Delegate Council at the annual meeting as follows: President, President-Elect, and Secretary Treasurer.
Section 3. Terms of Office. The terms of office of the officers shall be for one (1) year and until their successors are duly elected and assume office.
Section 4. Duties. The President shall preside over all meetings of the Delegate Council and of the Executive Committee. As President, he or she shall sign all contracts on behalf of the Corporation and exercise such other executive functions as may be authorized by law or as may be authorized by the Delegate Council.
The President-Elect shall preside at the meeting of the Delegate Council and the Executive Committee when the President is absent or unable to serve and, as President-Elect, may exercise the authority of the President when the latter is disabled, unavailable, or unable to act.
The Secretary/Treasurer shall keep and maintain accurate minutes of all meetings and actions of the Delegate Council, but the keeping and maintaining of the minutes may be delegated to an employee of the Corporation or to a designated supporter of the Corporation. The Secretary/Treasurer shall see that all notices are duly given in accordance with law, and shall have charge of the books, records, and papers of the Corporation and see that all reports, statements, and other documents required by law are properly executed, kept, and filed.
The Secretary/Treasurer shall be the chief financial accounting officer of the Corporation and shall have charge and custody of the funds and other assets of the Corporation. The Secretary/Treasurer shall be responsible for the keeping of correct and adequate records of all financial affairs of the Corporation.
Section 5. Vacancies. In the case of vacancy in the office of President, the President –Elect shall become President and the Delegate Council shall fill the vacancy thus created in the office of the President-Elect, by election, for the remainder of the unexpired term.
Section 6. Expenses. All officers shall serve without compensation, but may receive reimbursement for actual expenses incurred in performance of their duties on behalf of the Corporation.
ARTICLE VIII
COMMITTEES
Section 1. Executive Committee. There shall be an Executive Committee of the Corporation to consist of the President, Immediate Past President, President-Elect, Secretary-Treasurer, and not to exceed ten (10) members-at-large. The Executive Committee shall also include the Commissioner as an ex officio member, and, in the Commissioner’s absence, he/she may appoint a temporary substitute to attend Executive Committee meetings.
The Executive Committee shall exercise all of the powers of the Delegate Council when it is not in session except the power to amend the Bylaws. The Executive Committee shall keep regular minutes of its meetings and report the same to the Delegate Council at its next regular meeting.
The Executive Committee shall serve as the board of directors to the extent that any board of directors is required by law. These Bylaws, when in conflict with statutory law, shall override the statutory law. A Nominating Process shall be established and maintained.
Section 2. Finance Committee. The Finance Committee shall consist of the officers of the association and will annually oversee revenue expenditures and review the financial records maintained by the Secretary-Treasurer and report results of such review at the annual organizational meeting of the Delegate Council.
Section 3. Nominating Committee. The Nominating Committee consisting of three members of the Executive Committee, shall be appointed by the President each year.
Section 4. Other Committees. The President, with approval of the Delegate Council, shall appoint standing and ad hoc committees composed of Delegate Council members, officers, and other interested parties to perform such duties and functions as may be determined by the Delegate Council.
ARTICLE IX
CONTRACTS, LOANS, CHECKS, DRAFTS, AND DEPOSITS
Section 1. Execution of Documents. Except as otherwise determined by the Delegate Council, all checks, drafts, and other orders for the payment of moneys out of the funds of the Corporation from any bank or other institution shall be signed by the Secretary-Treasurer, on behalf of the corporation, or by any officer of the corporation who is designated to do so by the Delegate Council. One signature by the Secretary-Treasurer or by an officer of the Corporation so designated by the Delegate Council and the approval of the Executive Committee are required for a loan from any bank or other institution.
Section 2. Deposits. All funds of the Corporation, not otherwise employed, shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Executive Committee may select or as may be selected by any officer or agent of the Corporation to whom such power may, from time to time, be delegated by the Executive Committee; and, for the purpose of such deposit, any officer, agent, or employee of the Corporation to whom such power may be delegated by the Delegate Council may endorse, assign, and deliver checks, drafts, and other orders for the payment of monies that are payable to the order of the Corporation.
ARTICLE X
FISCAL YEAR
Section 1. Defined. The fiscal year of the Corporation shall commence on July 1 and end on June 30 of each year, until such time as the same may be changed by the Delegate Council.
ARTICLE XI
DISSOLUTION
Section 1. Disposition of Assets. In case the Corporation shall dissolve, all assets, funds, and proceeds of the Corporation, after the payment of all debts, obligations, charges, and accounts of the Corporation, shall be distributed to member college foundations in good standing on a fair share basis for educational and charitable purposes as provided by the Articles of Incorporation and in accordance with federal law governing charitable corporations.
ARTICLE XII
AMENDMENTS
Section 1. Procedure. These Bylaws may be amended, altered, or repealed in whole or in part, at any regular or special meeting of the Delegate Council, duly called and held, with 10 day prior notice of the proposed amendment, upon a vote of a majority of the persons serving as a Delegate Council member.
Approved at the Delegate Council Meeting on March 15, 2006 |
