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- CEOPD
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- Council of EOP Directors
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BYLAWS of the COUNCIL OF EDUCATIONAL OPPORTUNITY PROGRAM DIRECTORS
SECTION 1 -NAME The name of the organization shall be: COUNCIL OF EDUCATIONAL OPPORTUNITY PROGRAM DIRECTORS, SECTION 2- PURPOSES The purpose of the corporation shall be to promote and provide for the exchange of information and ideas regarding current and proposed policies and procedures affecting Educational Opportunity Program Directors' (herein after "EOP Directors") responsibilities and accountabilities as they relate to the State University of New York, accrediting associations and national norms. Such exchange of information and ideas should serve to identify problems of common concern to EOP Directors within the State University of New York system; to improve the articulation between the State University of New York campuses in the EOP Directors' areas, to provide input into the formulation of State University of New York policies that relate to registration, student records, personnel practices, computer technology, recruitment, financial packaging, entry and exit standards, and other related support services as they may affect our profession. The corporation shall also do any and all lawful acts and things which may be necessary, useful, suitable or proper for the furtherance or accomplishment of the purposes of the corporation. SECTION 3- MEMBERSHIP Membership in the corporation shall be open to all Directors and the professional staff of EOP; in the University Centers, the Health Science Centers, the Arts and Science Colleges, Agricultural and Technical colleges, and the community Colleges within the State University of New York. Each member institution will appoint a voting member for their institution and communicate the voting member's name to the vice President for Communication. The voting member shall be a person primarily responsible for EOP Directors' activities at their institution. It is further acknowledged that the State of New York, for purpose of EOP Directors, has been divided into four regions, identified as Regions I, II, III and IV. Each region represents a geographical area of New York State, i.e. North, South, East & West. Region I represents the West, Region II represents the North, Region III represents the East and Region IV represents the South of New York State. SECTION 4- ONE CLASS OF MEMBERSHIP. Membership shall consist of one class, to be designated as regular members. SECTION 5- ELECTION OF MEMBERS. All persons of good moral character and otherwise qualified under the bylaws, rules and regulations of the corporation shall be eligible to election to membership in the corporation. No person shall be elected to membership except upon written application for membership signed by the applicant specifying residence, occupation and such other facts as may from time to time be called for by the board. The application shall be made and submitted to the board and shall be approved by a majority of the board. Any person elected to membership shall become a member only upon payment of such fees as may then be and become payable as a member. SECTION 6- RESIGNATION OF MEMBER. If a resignation from membership is offered by any member, the board, in its discretion, may accept or reject the same under such terms and conditions as may be imposed by the board.
The corporation shall have and continuously maintain in Binghamton, Broome County, a registered office and a registered agent, and may have other offices within or without the State of New York, as the board of directors may determine from time to time.
SECTION 1 -GENERAL POWERS The affairs of the corporation will be managed by ifs board of directors, and all corporate powers shall be exercised by the board of directors, except as otherwise expressly required by the articles of incorporation, these bylaws, or by law. SECTION 2- NUMBER, TENURE AND QUALIFICATIONS The number of directors shall be five. The number of directors may be increased or decreased from time to time by amendment to these bylaws, but in no event shall the number of directors be less than five. Each director shall hold office until their successor shall have been elected or qualified. Each director shall serve a term of three (3) years and shall be elected at the annual meeting of the members. The directors constituting the initial board of directors shall be as specified in the articles of incorporation and shall serve as directors. The tenure of the initial board of directors shall be as follows:
Upon completion of the terms set forth above, an election shall be held and the individual elected shall serve for a three-year term. SECTION 3- REGULAR MEETINGS A regular annual meeting of the board of directors shall be held without other notice than this bylaw on the first Monday in June of each year. The board of directors may provide by resolution the time and place, either within or without the State of New York for the holding of additional regular meetings of the board without other notice than such resolution. SECTION 4 - SPECIAL MEETINGS Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of New York, as the place for holding any special meeting of the board called by them. SECTION 5- NOTICE Notice of any special meeting of the board of directors shall be given at least three (3) days prior thereto by written notice delivered personally or sent by mail or telegram to each director at their address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of any director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting or the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws. SECTION 6- QUORUM A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. SECTION 7- MANNER OF ACTING The act of a majority of the directors present at a meeting at which quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these bylaws. SECTION 8- VACANCIES Any vacancy occurring in the board of directors, including a vacancy resulting from an increase in number, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. SECTION 9- COMPENSATION Directors as such shall not receive any stated salaries for their services, provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. SECTION 10 - VOLUNTARY RETIREMENT Any director may retire at any time by notifying the president or the secretary in writing. Such retirements shall take effect at the time therein specified. SECTION 11 -ACTION WITHOUT A MEETING Any action which is required to be taken, or which may be taken, at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall "be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote. SECTION 12- COMMITTEES The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution or in the bylaws of the corporation, shall have and exercise the authority of the board of directors in the management of the corporation. Other committees, not having and exercising the authority of the board of directors in the management of the corporation may be designated and appointed by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. PAGE 6 MISSING .... SECTION 4- RESIGNATIONS Any officer may resign at any time by giving written notice to the board of directors or the president or the secretary. Any such resignation shall .take effect at the date of receipt of such notice or at any later time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. SECTION 5- VACANCIES A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term. SECTION 6- PRESIDENT The president shall be the principal executive officer of the corporation and shall in general implement and supervise all of the business and affairs of the corporation, subject, however, to the control of the board of directors and of any duly authorized committee of directors. In addition, the president shall perform such other duties as may be prescribed by the board of directors from time to time. SECTION 7- TREASURER The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with Article V of these bylaws; and in general perform the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the board of directors. SECTION 8- SECRETARY The secretary shall keep the minutes of the meetings of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation is duly authorized in accordance with the provisions of these bylaws; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board of directors.
SECTION 1- CONTRACTS AND OTHER DOCUMENTS The board of directors, except as by law, the articles of incorporation, or these bylaws is otherwise required, may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. SECTION 2- CHECKS, DRAFTS, LOANS, ETC. The checks, drafts, loans or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be assigned by such officer or officers, agent or agents of the corporation and in such manner as shall be from time to time determined by the board of directors. In the absence of such determination, such instruments shall be assigned by the treasurer. SECTION 3- DEPOSITS All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may from time to time select. SECTION 4- GIFTS The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for, any special purpose of the corporation .
The board of directors may elect or appoint any person or persons to act in an advisory capacity to the corporation or in any honorary capacity with respect to the corporation.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors, and shall keep at the registered office a record giving the names and addresses of the board of directors. All books and records of the corporation may be inspected by any director, or the director's agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each calendar year.
The board of directors shall provide a corporate seal which shall have thereon the name of the corporation and the words "Corporate Seal, New York"
Whenever any notice is. required to be given under the provisions of these bylaws or .under the provisions of the articles of incorporation or by the Non-Profit Corporation Act of the State of New York, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
Amendments to the articles of incorporation may be made by resolution of the board at a meeting at which two-thirds of the entire membership of the board are present and voting therefor, provided at least fifteen (15) days' written notice is given to each director of the time and place of such meeting and the purpose thereof. Amendments to the articles of incorporation may also be made by resolution of the members adopted at any annual or special meeting of the members by a vote of a majority of the members present in person or by proxy.
The bylaws may be amended at any regular or special meeting of the board at which two-thirds of the entire membership of the board at that time in office are present and voting therefor, provided at least fifteen (15) days written notice is given to each director of the time, place and object of such meeting. The bylaws may also be amended at any annual or special meeting of the members by a vote of a majority of the members present in person or by proxy. These bylaws may be altered or amended at any meeting of the association, the membership thereof having been duly notified for that purpose, and three-fourths of the members present voting for said alteration or amendment. These bylaws may be altered, amended or repealed, and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend or repeal, or to adopt new bylaws at such meeting.
In case of the absence of any officer, or for any other reason the board of directors may deem sufficient, the board of directors may delegate the powers or duties of such officer to any other officer, or to any director, for the time being, or it may at any time appoint assistants to any officer, providing a majority of the entire membership of the board at that time in office concurs therein.
The membership fee shall be Fifty and no/100 Dollars ($50.00), payable upon application and election and annually thereafter upon the first day of the fiscal year.
Any member may be removed from membership by a majority vote of the members present at any annual meeting or at any special meeting of members called for the purpose, for conduct deemed prejudicial to this corporation, provided that such member shall have first been served with written notice of the accusations against the member, and shall have been given an opportunity to produce witnesses, if any, and to be heard, at the meeting at which such vote is taken. Grounds for Expulsion: Any member may be expelled as a member of this corporation for acts and conduct prejudicial to the best interests of the corporation and members thereof. Licensee and associate memberships may be terminated by the board of directors for failure or refusal or neglect of a member to pay within the time herein provided the dues or assessments and/or charges billed or for conduct unbecoming a member, or inimical to the welfare of the club, or for failure to abide by the bylaws, or the rules and regulations, or by the terms and conditions of license agreement. A membership and license may be terminated for the causes recited herein by an affirmative vote of a majority of the directors; provided however, that no membership shall be terminated for causes other than failure, refusal or neglect to pay dues, assessments or other charges, except after a hearing before the board of directors of which the member in question ,has been given due notice and opportunity to appear and be heard and then only if there are not more than two votes cast against such termination. In the event that the proposed termination involves a member who is also a director of the corporation such member shall not be considered as a director for the purpose of such termination proceedings and shall not be counted in determining whether or not a quorum is present at such directors' meeting, or whether or not a majority are in favor of the proposed termination, and shall not be permitted to cast a vote on such termination question.
The fiscal year shall terminate on December 31 in each year, and the books shall be closed at midnight on that day.
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