CTCLDA By-Laws

BYLAWS

OF

Community and Technical Colleges Leadership Development Association (CTCLDA)

SECTION 1     Mission

  • Mission

The mission of the CTCLDA is to strengthen leadership capacity to improve the long-term success of Washington’s community and technical colleges in an increasingly diverse and changing world.

  • Principal Office
  • The principal office of the CTCLDA will be as determined by the Executive Board.
  • The principal office shall be located at the Washington State Board for Community and Technical Colleges 1300 Quince Street SE, Olympia, WA 98504-2495 and may be moved to any other such place, either within or outside the Commonwealth of Washington, as the Executive Board designates.
    • Additional Offices

The CTCLDA may maintain additional offices at such other places as the Executive Board designates.

  • The Executive Board may contract with an organization or individual to provide an Executive Director, staff and office

SECTION 2     MEMBERS

  • Members
    • The CTCLDA shall have one class of voting Members.
    • Membership is open to all Washington state community and technical colleges and all other entities of the Washington state Community and Technical College System with separate administrative structures (e.g., Washington State Board for Community and Technical Colleges [SBCTC], Spokane District, etc.).
      • Each college in a college district will be designated as a separate member college.
    • All staff from member institutions are considered members of The CTCLDA.
    • Powers
      • Each Member in good standing in attendance at the summer conference business meeting is entitled to one vote on all matters submitted to a vote of the Members.
      • Each Member in good standing is eligible to hold office as a director or officer of the CTCLDA.
      • Each Member in good standing is eligible to serve on a committee.
    • Dues
      • The CTCLDA shall invoice each member agency for such annual dues.
      • The CTCLDA Executive Board shall set annual dues. Notice of annual dues shall be mailed to members by May 31 and shall be due and payable prior to the beginning of the new fiscal year (July 1).
      • The CTCLDA determines that a Member agency is not in good standing if a Member’s dues, or a letter of commitment to pay annual dues in full, are not received by the CTCLDA by July 1 of each year, or the Member agency fails to satisfy any other membership qualifications and criteria established by the Executive Board. Hereinafter, “Member” refers to a member agency in good standing.

SECTION 3     MEETINGS

3.1       Annual Meeting of the Members

The annual meeting shall be the first regularly scheduled meeting of each fiscal year.

  • The purpose of the annual meeting shall be to review by-laws, conduct elections and other CTCLDA business identified by the Executive Board.
  • All members present at the annual, regular, or special business meeting shall constitute a quorum.
    • Regularly Scheduled Meetings of the Members
  • All business of the CTCLDA, other than elections, may be conducted at any regularly scheduled

3.3       Special Meetings of the Members

  • Special meetings of the Members may be called at any time by:
  • The President;

(ii)        A majority of the Executive Board; or

  • Special meetings may be held virtually or in such place, either within or outside the Commonwealth of Washington, and at such time as specified in the notice of meeting.

3.4       Notice of Member Meetings

  • Media of Notice. Notice of the time and place of meetings of the Members must be communicated to each Member in writing. Electronic mail is acceptable.
  • Notice Period. The CTCLDA shall give notice no less than 10 days and no more than 60 days before the meeting date of each annual, regular and special Members.
  • Record Date. The record date for determining the Members entitled to notice of and to vote at an annual, regular, or special meeting is the day before the written notice of the meeting is sent.
  • Purpose of Meeting. Notice shall contain the purpose of the meeting and a preliminary agenda unless otherwise specified by these Bylaws.
    • Usual Manner of Acting
  • Order of Business. Unless otherwise provided by law or these Bylaws, Robert’s Rules of Order shall serve as a guide for the conduct of meetings of the Members.
  • All members present at the annual, regular, or special business meeting shall constitute a quorum.
  • The action of a majority of the Members present at a meeting at which a quorum is present is the action of the Members, except as otherwise provided by law or these Bylaws.
    • Proxy Representation at Meetings
  • A Member may designate another person to act in his or her place at any meeting of the Members by notifying the President of the Executive Team.
  • Participation in a meeting virtually or in person constitutes presence at the meeting.

3.7       Action Without Meeting

  • Any action required or permitted to be taken at any meeting of the Executive Board may be taken without a meeting, without prior notice, and without a vote. If a consent, setting forth the action in writing, is signed by all of the officers then in office.
  • Such consents must be filed with the minutes of the proceedings of the Executive Board in a manner in accordance with Washington state law.

SECTION 4     Executive Board

4.1       Name and Powers

  • The Executive Board shall supervise, manage, and control all of the affairs, business activities, and policies of the CTCLDA. This includes:
    1. Overseeing all business of the CTCLDA;
    2. Approving all committee chairperson and member appointments;
  • Establishing the amounts and purposes of all dues, fees and assessment;
  1. Authorizing all disbursements of the CTCLDA’s funds; and
  2. The employment and supervision of an Executive Director and other staff members of the CTCLDA.
  • The Executive Board shall transact all business between the CTC Leadership Development CTCLDA meetings and shall report all actions to the membersh
  • The Executive Board shall meet three times per year, prior to each CTCLDA conference.
    • Executive Board Members
  • The Executive Board shall consist of all elected and appointed officers, the chairs of standing committees, and the Chair of Washington CTCLDA of Community and Technical Colleges (WACTC), or their designee, not already on the Executive
  • The officers of the Executive Board shall be elected by membership and be composed of the following four individuals: President, President-elect, Secretary and Treasurer.
  • The Past President will also serve on the executive board.
  • Eleven directors will be appointed by their respective commissions and the positions will be as follows:
  • Two directors shall be district or college chief executive officers;
  • One shall be a business or administrative services administrator (Business Affairs Commission);
  • One shall be a human resources administrator (Human Resources Management Commission);
  • One shall be an information technology administrator (Information Technology Commission);
  • One shall be an instructional administrator (Instruction Commission);
  • One shall be a public information administrator (Public Information Commission);
  • One shall be a research and planning administrator (Research and Planning Commission);
  • One shall be a student services administrator (Student Services Commission;
  • One shall be an administrator from The Washington State Board for Community and Technical Colleges; and
  • The Executive Board at large shall appoint one.
  • Eight voting members of the Executive Board shall constitute a quorum and may call a meeting of the Executive Board.
    • Election of Officers
  • The President-elect, the Secretary and the Treasurer shall be elected at the annual business meeting of the membership at the summer CTCLDA conference to serve for 2-year terms or until their successors are
  • Nominations of officers may also be made from the floor.
  • CTCLDA Executive Board members may also bring forward names of potential offices.
  • The President-elect shall automatically become the President for a 2-year term.
  • Their respective commissions shall appoint the Directors and serve staggered 2-year
  • A majority vote of members present shall constitute an election.

4.4       Term of Office

  • No officer shall serve more than two consecutive terms in the same office, nor be eligible again for that office until after an interval of four
  • Officers shall be installed and shall assume their duties at the close of the annual

4.5       Duties of the Officers

  • The President shall:
    1. Call and preside at all CTCLDA and Executive Board meetings;
    2. Appoint standing and special committees with the assistance of the Executive Board, and be an ex officio member of all committees;
  • Review with the Executive Director, budgets and financial statements from the treasury;
  1. Be the official representative of the CTCLDA in reporting to government and civic leaders, news media, and the public;
  2. Perform all duties incidental to the office and such other duties as may be prescribed by the Executive Board from time to time;
  3. Upon the conclusion of his/her term, serve a 2-year term on the Executive Board as Immediate Past President;
  • Communicate with Executive Director on a regular basis; and,
  • Annually review performance of the Executive Director.
  • The President-elect shall:
  1. Assume the duties of the President in the President's absence and the office of President at the expiration of the President's term; and,
  2. Automatically become President for the unexpired part of the term in case of resignation or death of the President. They shall also serve their own full term;
  • The Secretary shall:
  1. Record the proceedings of all CTCLDA and Executive Board meetings;
  2. Compile minutes of all meeting and present to Executive Director; and,
  • Call the meeting to order in the absence of the President and President-elect and preside over the election of a temporary presiding officer.
  • The Treasurer shall:
  1. Review and ensure oversight of financial statements and reports; and
  2. Present financial reports at Executive Board meetings.
  • All officers shall assist the President in supporting the mission and accomplishing the goals of The CTCLDA. All officers shall perform the duties prescribed in the adapted parliamentary authority in addition to those specified in these by-laws. They shall deliver to their successors all material pertaining to their offices within ten days after the annual meeting.

4.6       Executive Board Member Resignation

(A)       A Representative may resign at any time by:

  1. Giving written notice of his or her resignation to the President; or
  2. Presenting his or her written resignation electronically at a meeting of the Executive Team.

(B)       If an Executive Board Member leaves the position within the community and technical college system for any reason or ceases to be a Member in good standing, such person ceases to be an Executive Board Member.

  • The resignation is effective upon its receipt by the CTCLDA or a subsequent time specified in the notice of resignation.

4.7       Executive Board Member Removal

(A)       An Executive Board Member may be removed by the Members, with or without cause, at a meeting of the Members that called for removing the Member and during which an affirmative vote of two-thirds of the Members approves the removal.

4.8       Vacancies

  • Vacancies occurring on the Executive Board shall be filled by appointment of the President and confirmed by the remaining members of the Board for the unexpired term of the position In the event that the President resigns or is removed the President-elect will fulfill the responsibilities of the President.

4.9       Compensation

  • Executive Board Members may not receive compensation for their services as board members. Nothing in these Bylaws prevents Executive Board Members from receiving reimbursement for expenses incurred due to service as an Executive Board Member if such reimbursement is permissible under the CTCLDA’s policies and procedures.

SECTION 5     SUPPORT TO THE BOARD AND CTC LEADERSHIP ASSOCIATION

5.1       The Executive Director

  • The Executive Director shall serve as the administrator for the CTCLDA, reporting to the president and the Executive Board.
  • The Executive Director shall oversee the day-to-day operations of the CTCLDA under the overall direction of the President and CTCLDA Board.
  • The Executive Director shall provide support to the Executive Board and committees to assist in the planning and implementation of the CTCLDA professional development activities, handle membership billing and record keeping, and maintain files and historical
  • The Executive Director shall serve as an ex officio non-voting member of the Executive
  • The Executive Director shall serve as an ex officio non-voting member of Washington Executive Leadership Academy (WELA).

SECTION 6     COMMITTEES

6.1       Committees

  • Standing committees of the CTCLDA shall be Professional Development; Awards and Scholarships; Leadership Development; and Marketing, Membership and Communications.
  • Special committees may be formed at the annual meeting or by the Executive Board or the President at any time.

6.2       Limitations on Committee Powers

No committee may:

  • Approve or recommend to Members action that requires Member approval;
  • Amend the Articles of the CTCLDA;
  • Amend or repeal the Bylaws of the CTCLDA;
  • Approve a plan of merger not requiring Member approval;
  • Approve the dissolution of the CTCLDA;
  • Approve the disbursement of the assets of the CTCLDA; or
  • Elect, appoint, or remove any Director, Member, Committee member, or Officer of the CTCLDA.

SECTION 7     INDEMNIFICATION AND INSURANCE.

7.1       Indemnification

The CTCLDA shall, by these Bylaws, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a Member, Officer, or Executive Board member, officer, member, or agent of another agency, partnership, limited liability company, joint venture, trust, or other enterprise (in any case, an “Other Enterprise”), and shall advance expenses to such person reasonably incurred in connection therewith, to the fullest extent permitted by the relevant provisions of Washington state, as such law presently exists or may hereafter be amended. The CTCLDA shall be required to indemnify a person in connection with a proceeding initiated by such person only if the Executive Board authorized the proceeding.

7.2       Insurance

The CTCLDA may purchase and maintain insurance on behalf of any person who is or was an Executive Board member, officer, member, or agent of the CTCLDA, or who is or was serving at the request of the CTCLDA as an Executive Board member, officer, member, or agent of an Other Enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the CTCLDA would have the power to indemnify him or her against such liability under the provisions of these bylaws.

7.3       Indemnification from Other Sources

The CTCLDA’s obligation, if any, to indemnify any person who was or is serving at its request as an Executive Board member, director, officer, employee, or agent of an Other Enterprise must be reduced by any amount such person collects as indemnification from such Other Enterprise.

SECTION 8     MISCELLANEOUS PROVISIONS

8.1       Books and Records

The CTCLDA must keep:

  • Complete and correct books and records of account; and
  • Minutes and other records of the proceedings of its Members, Board of Directors, and Committees.

8.2       Fiscal Year

The fiscal year of the Corporation shall commence on July 1 and end on June 30.

8.3       Executive Director

The Executive Director is required to attend all meetings of the Board of Directors and Membership except when the Board of Directors or Membership decides otherwise.

8.4       Amendment to Bylaws

  • Proposed changes to these By-laws shall be available to the members at least ten days prior to the summer business meeting at which they will be subject to a vote.
  • These by-laws may be amended by a two-thirds vote of members.