CCCOER/Bylaws/Final

= Bylaws =

I. Name
The name of the organization shall be Community College Consortium for Open Educational Resources (CCCOER). It shall be a nonprofit consortium under the laws of the state of CA

II.Organization
CCCOER is organized generally for charitable, scientific and educational purposes. The specific purposes of the organization are to:


 *    Develop a community of institutions that use open educational resources (OERs) to support student learning, access and success at the community college level
 *    Facilitate communication and exchange of best practices among such institutions
 *    Increase access to and sharing of high quality, pedagogically-sound, accessible, and cost-effective open and low-cost instructional materials
 *    Provide professional development opportunities for faculty and staff interested in OERs
 *    Identify and disseminate information about high-quality OER content for textbooks and courses, model OER courses, and OER library and learning resources
 *    Promote high-quality standards for OERs targeted to the first two years of post-secondary education
 *    Mobilize resources for development and support of the OER movement
 *    Coordinate activities among organizations, standards committees, and other efforts that add value to the OER materials
 *    Publicize OER and inform governmental, educational, nonprofit and commercial entities outside the OER community about the benefits of OER

III.Membership
a. Eligibility for membership: Application for voting membership shall be open to any educational institution (including degree-granting, public or private, k-12, community colleges, technical/vocational/occupational, 4-year, or graduate schools and colleges), any association or consortium, any educational administrative entity (including college-, district-, state- or national level educational boards, offices or systems), any commercial or for profit firm, any nonprofit organizations or NGOs worldwide and individuals not affiliated with any member institution.

b.Membership Terms: Membership is granted for the following 12 months immediately after completion and receipt of a membership application, receipt of annual dues and notification of appointment of Primary Contact by the member institution. All memberships shall be granted upon a majority vote of the board and renewable on or before the grant date.

1. Annual dues: The amount required for annual dues shall be assessed according to the schedule in Section 2 (immediately below) each year, unless changed by a majority vote of the members at an annual meeting of the full membership. Each member may choose any membership level on application and may change membership level at the time of renewal by submitting a new application. Continued membership is contingent upon being up-to-date on membership dues and Primary Contact Person information.

2. Membership Levels:

i. Copper Level: Annual dues are $90.00 US. Member receives 2 Copper Level member discounts to every fee-based CCCOER event and service.

ii. Silver Level: Annual dues are $250.00 US. Member receives 5 Silver Level member discounts to every fee-based CCCOER event and service.

iii. Gold Level: Annual dues are $500 US. Member receives 10 Gold Level discounts to every fee-based CCCOER event and service.

iv. Platinum Level: Annual dues are $5,000 US. Member receives unlimited Platinum Level discounts to every fee-based CCCOER event and service.

3. In-kind payment in lieu of cash: The Governing Board may, at its sole discretion, waive a portion of cash dues payment in exchange for in-kind support of equal value upon majority vote of the Governing Board. Request for in-kind payment shall accompany membership and/or renewal application.

4. Discount for advanced renewal: At the time of application, members may elect to renew annual membership automatically for the following two years and to pay all dues in advance. Under this option dues will be discounted by 30% resulting in payments of $189, $525, $1,050, $10,500 US respectively for Copper, Silver, Gold and Platinum level memberships.

c. Rights of Members: Each member shall be eligible to appoint one voting representative (Primary Contact Person) to cast the member’s vote in association elections.

d. Resignation and Termination: Any member may resign by filing a written resignation or an acknowledged email with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have its membership terminated by a majority vote of the membership.

e. Non-voting members: The Governing Board shall have the authority to establish and define non-voting categories of membership.

IV. Meetings of Members
a. Regular meetings: Regular meetings of members shall be held quarterly, at a time and place designated by the President. Regular meetings may be held face to face, online or blended.

b. Annual meetings: An annual meeting of the members shall take place in the month of October, the specific date, time and location of which will be designated by the President. At the annual meeting the members shall elect Governing Board members and officers, receive reports on the activities of the association and its standing committees, and determine the direction of the association for the coming year.

c. Special meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the Governing Board. A petition signed by five percent of voting members may also call a special meeting.

d. Notice of meetings: Notice of each meeting shall be emailed to the address on record to each voting member not less than two weeks prior to the meeting.

e. Quorum: The members present at any properly announced meeting shall constitute a quorum.

f. Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

V. Governing Board
a. Board role, size and compensation: The Governing Board is responsible for overall policy and direction of the consortium and delegates responsibility of day-to-day operations to the staff, standing committees and program board. The board shall consist of not fewer than 9 and not more than 11 members. 51% of board members shall serve without pay although these board members may receive reasonable compensation for expenses related to their board service.

b. Terms: Board members shall serve two-year terms.

c. Meetings and notice: Regular meeting shall be held on the 1st Monday in October at noon (pacific time).

d. Board elections: New board members and current board members shall be elected or re-elected by the voting members by online ballot made available during the third and second weeks prior to the annual meeting. The Elections Chair will determine the results of the election during the week immediately prior to the annual meeting and announce the results at the annual meeting. Board members will be elected by a simple majority of votes cast. President, Secretary, Elections Chair, Communications Chair, Standards Chair, and Member-at-Large 1 shall be elected in odd numbered years to serve the following even and then odd numbered years. Vice-President (President Elect), Treasurer, Financial Development Chair, Program Chair, and Member-at-Large 2 shall be elected in even numbered years to serve the following odd and then even numbered years.

e. Election procedures: The Elections Committee is responsible for receiving nominations for each board position from designated Primary Contacts of members. Member institutions may nominate one candidate. Each Primary Contact (acting as voting member representative) may cast one vote for each board position.

f. Eligibility of Governing Board candidates: Candidates for President, Vice-President, Secretary, Treasurer, Elections Chair, and Communications Chair must be affiliated with 2-year, accredited, degree- or certificate-granting institutions or district, state or provincial systems of such institutions that are members in good standing of the organization. All candidates must be nominated to the Board by their institution according to procedures established by that institution. Non-affiliated individuals must be members in good standing and may be nominated by any other member in good standing.

g. Quorum: At least 40% of board members must be present at a board meeting in order to transact business and pass motions.

h. Vacancies: Vacancies in board offices due to death, resignation or other causes shall be filled by appointment of the Board, with the recommendation of the Executive Director until the next scheduled or interim election.

i. Officers and Duties of the Governing Board: There shall be four officers of the governing board, consisting of a President, Vice President, Secretary, and Treasurer elected by the organization’s members. Their duties shall be as follows:

1. The President shall convene regularly scheduled board meetings, shall preside or arrange for another officer to preside at each meeting in the following order: Vice-President, Secretary, Treasurer.

2. The Vice-President shall chair committees on special subjects as designated by the board.

3. The Secretary shall be responsible for keeping the records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member. The Secretary shall assure that association records, including a list of members in good standing and Primary Contacts, are maintained.

4. The Treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members, consortium members and the public.

j. Resignation, termination and absences: Resignation from the board must be in writing or email and with receipt acknowledged by the Secretary. A board member shall be terminated from the board due to more than one unexcused absence from board meetings in a calendar year. A board member may be removed for other reasons by a three-fourths vote of the remaining board members at the next board meeting.

k. Special Meetings: Special meetings of the board shall be called upon the request of the President, or one-third of the board. Notices of special meetings shall be sent out via mail and/or email by the Secretary to each board member at least two weeks in advance of the meeting.

l. Conflict of Interest: Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily recuse him/herself and refrain from discussion and voting on said item.

VI. Committees
a. Committee formation: The board may create committees as needed, such as fundraising, publicity, program, etc. The President appoints all committee chairs.

b. Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the bylaws, the Executive Committee shall have all the powers and authority of the governing board in the intervals between meetings of the governing board, and is subject to the direction and control of the full board.

c. Finance Committee: The Treasurer is the chair of the Finance Committee, which includes at least three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, program budgets and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the association are public information and shall be made available to the membership, board members, and the public.

VII. Director and Staff
a. Executive Director: The Executive Director is hired by the board. The executive director has day-to-day responsibilities for the association, including carrying out the association’s goals and policies. The Executive Director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.

VIII. Amendments
a. Except for annual dues, these bylaws may be amended when necessary by two-thirds majority of the governing board. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

IX. Certification by Governing Board
Adopted by Interim Steering Committee, September 27, 2010