ARTICLE I OFFICES
Section 1. PRINCIPAL OFFICE.
The principal office of the CAI in the State of Maryland shall be located in Anne Arundel County or at such place as the board of directors designates.
Section 2. ADDITIONAL OFFICES.
The CAI may have additional offices at such places as the board of directors may determine or the business of the CAI may require.
ARTICLE II DIRECTORS
Section 1. GENERAL POWERS.
The business and affairs of the CAI shall be managed under the direction of its board of directors.
Section 2. NUMBER, TENURE, AND QUALIFICATIONS.
There may be up to twenty voting directors. At a minimum, the board shall include the five officers, at least one student director and one faculty director. Up to two directors who are Affiliates or Sponsors may be appointed to the board, as liaisons with other organizations.
Directors shall serve two-year staggered terms, and may serve up to three successive two-year terms, commencing with 1997-98. After six years of service, a director must be off the board for at least a year to be eligible for additional service, unless designated as an ex officio or founding board member. The executive director is not a member of the board of directors.
A founding director is a member of the original board of directors of the CAI who has maintained a continuous involvement with the CAI since 1992. An ex officio director holds office by virtue of his/her position, but has no vote on the board. During the affiliation agreement between the CAI and the Kenan Ethics Program, the director of the Kenan Program serves as an ex officio director of the CAI.
The number of directors shall be not less than the minimum number required by the Maryland General Corporation Law (hereafter, "law"). At any regular meeting or any special meeting called for that purpose, a majority of the entire board may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by law and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Each director shall serve until his or her successor qualifies and is elected.
Section 3. NOMINATION AND ELECTION.
Annually, the nominating committee presents a slate of nominees for open director positions for endorsement or amendment by the membership. The nomination slate shall be drawn from recommendations solicited from the membership.
Section 4. ANNUAL AND REGULAR MEETINGS.
An annual meeting of the board of directors shall be held a date, time, and place to be determined by the board. The board may set, by resolution, the time and place for holding regular board meetings.
Section 5. SPECIAL MEETINGS.
Special meetings of the board may be called by or at the request of the president, by a majority of the directors then in office, or by any three board members in accordance with Article IV, Section 2. Those authorized to call special board meetings may fix the location of any special meeting called by them.
Section 6. NOTICE.
Notice of any special meeting shall be given by written notice FAXed, e-mailed, or sent by U.S. mail to each director at his or her business or residence address, e-mail address or FAX number. E-mailed or FAXed notices shall be given at least 2 business days before the meeting. Notice by U.S. mail shall be given at least 5 business days before the meeting. If mailed, notice shall be deemed given when deposited in the U.S. mail. If given by FAX or e-mail, notice shall be deemed given when the FAX or e-mail message is transmitted. Neither the business to be transacted, nor the purpose of, any annual, regular, or special meeting of the board need be stated in the notice, unless specifically required by law or these bylaws.
Section 7. QUORUM.
30% of the directors then in office shall constitute a quorum for transaction of business at any meeting of the board. The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment. See also Article IV, Section 2, regarding actions of executive committee.
Section 8. VOTING.
The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the board, unless a greater proportion is required by law.
Section 9. TELEPHONE, VIDEO, OR INTERNET MEETINGS.
Board members may participate in a meeting by means of conference telephone call or similar means of communication if all participating in the meeting can hear or otherwise communicate with each other at the same time. Participation in a meeting by such means constitutes presence in person at the meeting.
Section 10. INFORMAL ACTION BY DIRECTORS.
Any action required or permitted to be taken at any meeting of the board may be taken without a meeting, if consent in writing to such action is signed by a majority of the directors, and written consent is filed with the minutes of proceedings of the board.
Section 11. VACANCIES.
Any vacancy on the board of directors may be filled by a majority vote of the directors. A director elected by the board to fill a vacancy shall serve until his or her successor qualifies and is elected.
Section 12. COMPENSATION.
Directors shall not receive any salary for their services as directors. However, by resolution of the board, expenses, if any, may be allowed to directors for attendance at each annual, regular, or special meeting of the board or committee thereof. Nothing herein shall preclude a director from serving the CAI in any other capacity and receiving compensation therefor.
Section 13. REMOVAL OF DIRECTORS.
The board may at any time remove a director by a 2/3 vote of the entire board, and may elect a successor to fill any resulting vacancy for the balance of the term of the removed director. A director whose removal is being considered shall be given an opportunity to be heard at this meeting. Voting by proxy shall not be allowed for removal proceedings.
ARTICLE III MEMBERSHIP, AFFILIATION, SPONSORSHIP
Section 1. MEMBERS.
EDUCATIONAL INSTITUTION MEMBERS. The primary members of the CAI shall be regionally accredited post-secondary and secondary educational institutions. Member institutions shall satisfy any additional qualifications for membership, including payment of dues, and shall have those rights and privileges as established by the board.
Only member institutions may be listed as members in CAI publications. Each member institution may register up to three representatives from among its faculty, students, or staff. Additional individuals from a member institution may join upon payment of established fees. Representatives of member institutions vote to endorse the slate for the board of directors, and may serve on the board of directors.
INDIVIDUAL MEMBERS are individuals who meet established criteria and pay dues. Individual members are not listed in CAI publications, and do not vote in elections, but may be elected to and hold up to one director's position on the board.
Section 2. AFFILIATES
are non-profit organizations and associations who support the purposes of the CAI, and who meet criteria and pay dues as established by the board. Affiliates may be so listed in CAI publications. Affiliates do not vote in elections of the board, but may be elected to and hold up to one director's position on the board.
Section 3. SPONSORS
are organizations, corporations, or individuals who provide financial support for CAI functions, programs and initiatives at a level determined by the board and who meet board-established criteria. Sponsors may be so listed in CAI publications, but may not vote or serve on the board of directors.
Section 4.
The primary benefit of institutional or individual membership, affiliation, or sponsorship is affirming the commitment of the member, affiliate, or sponsor to the ideal of academic integrity.
Section 5. USE OF NAME OR LOGO OF CAI.
No individual, organization, corporation, or agency, whether or not a member, affiliate, or sponsor of the CAI, may state or imply the endorsement or approval of the CAI or its membership, or use the CAI logo or name, without the express permission of the board of directors of the CAI.
Section 6. REMOVAL OF MEMBERS, AFFILIATES, OR SPONSORS.
At a meeting of members duly called, any member institution, affiliate or sponsor may be removed, for cause, by a majority vote of the educational institution members present at the meeting. A member being considered for removal shall not be deemed a member for purposes of determining the existence of a quorum of members with respect to the removal proceedings.
ARTICLE IV MEETINGS, QUORUM, AND VOTING
Section 1. PLACE OF MEETINGS.
All meetings of members shall be held at the place stated in the notice of the meeting.
Section 2. ANNUAL MEETINGS.
An annual meeting of the members for the endorsement or amendment of the slate of directors and the transaction of business shall be held each year on a date and at the time set by the board.
Section 3. SPECIAL MEETINGS.
The president or board of directors may call special meetings of the members. Special meetings of members shall also be called by the secretary upon the written request of a majority of the entire membership. The request shall state the purpose of the meeting and the matters proposed to be acted on. The secretary shall inform the members requesting the meeting of the reasonably estimated cost of preparing and communicating notice of the meeting, and upon payment to the CAI of those costs, the secretary shall give notice stating the purpose of the meeting to all members.
Section 4. NOTICE.
Not less than 10 nor more than 60 days before each meeting of members, members shall be sent written notice of the meeting and, in the case of a special meeting or as otherwise required by law, the purpose for which the meeting is called, either by U.S. or electronic mail. If mailed, the notice shall be deemed given when deposited in the U.S. mail.
Section 5. SCOPE OF NOTICE.
No business shall be transacted at a special meeting of members except that specifically designated in the notice. Any business may be transacted at the annual meeting without being specifically designated in the notice unless required by law to be stated in the notice.
Section 6. QUORUM.
At any meeting of members, the presence in person or by proxy of 20% of the total number of voting educational institution members constitutes a quorum; unless otherwise required by law. If a quorum is not present, a majority of those present may adjourn the meeting to a date not more than 60 days after the original date without notice other than announcement at the meeting. If a quorum is present at the adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed.
Section 7. VOTING.
A plurality of all votes cast at a meeting of members duly called and at which a quorum is present is sufficient to endorse or amend a slate of directors. A majority of the votes cast at a meeting of members duly called and a which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority is required by law. Each member institution shall be entitled to cast one vote for each institutional representative present, up to a maximum of three. If the secretary gives notice in the manner provided for in Section 4 of this Article of any proposal upon which the members are required or permitted by law to act, including a proposal for the election of directors, the members shall have the right to vote on the proposal by mail according to the procedures approved by the board and prescribed in the notice.
Section 8. PROXIES.
At any meeting of members, each member is entitled to vote in person or by proxy. A proxy shall be in writing, dated and executed by the member institution's primary institutional representative, but no proxy dated more than 60 days before the meeting at which it is offered shall be accepted, unless the proxy itself names a longer period for which it is to remain in force.
Section 9. VOTING BY BALLOT.
Voting on any question or in any election may be viva voce unless the presiding officer shall order or any thirty members shall demand that voting be by ballot.
ARTICLE V OFFICERS
Section 1. NOMINATION AND ELECTION.
The officers of the CAI shall be elected from among the directors annually by the new board. The nominating committee shall prepare a report for the board of the candidates for officer positions. Newly elected officers take office at their election.
If the election of officers is not held at an annual meeting, it shall be held as soon thereafter as convenient. Each officer shall hold office until his or her successor qualifies and is elected or until his or her death, resignation, or removal under these bylaws. Any two or more offices except president and president-elect may be held by the same person. Election or appointment of an officer shall not of itself create contract rights between the CAI and such officer.
Section 2. TERM OF OFFICE; POWERS AND DUTIES; EXECUTIVE COMMITTEE.
There shall be five officers: president, president-elect, past president, treasurer, and secretary. Officers must be board members and serve one-year terms, limited by the six-year maximum on directors. The officers together constitute the executive committee. A quorum of the executive committee is three officers. The executive committee can undertake business for the CAI, and the president shall summarize executive committee's actions and promptly notify the full board of such actions. Any three directors can call a special board meeting to discuss actions taken by the executive committee.
Section 3. REMOVAL AND RESIGNATION.
Any officer of the CAI may be removed by the board of directors if in its judgment the best interest of the CAI would be served thereby. Any officer may resign at any time by giving written notice to the board, the president, or the secretary. Any resignation shall take effect at the time specified or, if no date is specified, immediately upon receipt. The acceptance of a resignation is not necessary to make it effective unless otherwise stated in the resignation.
Section 4. VACANCIES.
The board may fill any vacancy in office for the balance of the term.
Section 5. PRESIDENT.
The president shall be the principal executive officer of the CAI and shall supervise and control the business and affairs of the CAI. The president shall preside at all meetings of the board and shall be an ex officio member of all committees constituted by the board, and in general shall perform all duties incident to the office of president and any other duties as may be prescribed by the board. The president may execute any deed, mortgage, bond, contract, or other instrument which the board has authorized, except where the execution thereof is expressly delegated by the board or these bylaws to some other officer or agent of the CAI or is required by law to be otherwise executed.
Section 6. PRESIDENT-ELECT.
The president-elect shall succeed the president at the completion of the president's term. In addition, in the absence of the president, or in the event of a vacancy, the president-elect shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. Finally, the president-elect shall perform such other duties as may be assigned to him or her by the president or by the board of directors.
Section 7. PAST PRESIDENT.
In the absence of both the president and the president-elect, the past president shall perform the duties of the president and when so acting shall have all the powers and be subject to the restrictions upon the president; and perform other duties as assigned by the board.
Section 8. SECRETARY.
The secretary shall (a) keep the minutes of the proceedings of the members, the board of directors, and board committees; (b) see that notices are given pursuant to these bylaws or as required by law; and (c) perform such other duties as assigned by the president or the board.
Section 9. TREASURER.
The treasurer shall review and approve the executive director's exercise of the day-to-day fiscal management of the CAI. The treasurer reviews accounts of receipts and disbursements of CAI funds to ensure they are complete and accurate, and shall review and verify the deposit of all moneys and other valuable effects in the name and to the credit of the CAI in depositories designated by the executive committee.
The treasurer shall review and approve disbursements of CAI funds made by the executive director to ensure compliance with orders of the executive committee (verifying that there are proper vouchers for disbursements), and shall render to the board, at the regular meetings of the board of directors or when requested, an account of all transactions, reviews and approvals as treasurer and of the financial condition of the CAI. The treasurer shall further ensure timely and appropriate audits of the CAI's finances.
If required by the board, the treasurer shall give a bond in such sum and with such surety(ies) as shall be satisfactory to the board for the faithful performance of his or her duties and for the restoration to the CAI, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys, and other property of whatever kind in his or her possession or control belonging to the CAI.
Section 10. ANNUAL REPORT.
The president or executive director of the CAI shall prepare or cause to be prepared annually a full and correct statement of the affairs of the CAI, including a balance sheet and a statement of the results of operations for the preceding fiscal year, which shall be submitted at the annual meeting of the members and filed within 20 days thereafter at the principal office of the CAI.
Section 11. SALARIES.
No officer shall be prevented from receiving compensation for approved work by reason of the fact that he or she is also a director of the CAI.
ARTICLE VI COMMITTEES
Section 1. APPOINTMENT OF COMMITTEES.
In addition to the executive committee (see Article IV, Section 2), the board shall appoint from among its members a nominating committee (comprised of the past president and at least one other director), and may appoint other committees to serve at the pleasure of the board. The president may appoint special committees/committee chairs.
Section 2. MEETINGS.
In the absence of any committee member, those present at any meeting, whether or not they constitute a quorum, may appoint a replacement for the absent member.
Section 3. TELEPHONE, VIDEO, OR INTERNET MEETINGS.
Members of a committee may participate in a meeting by means of conference telephone call or similar means of communication if all participating in the meeting can hear or otherwise communicate with each other at the same time. Participation in a meeting by such means constitutes presence in person at the meeting.
Section 4. INFORMAL ACTION BY COMMITTEES.
Any action required or permitted to be taken at any board committee meeting may be taken without a meeting, if written consent to the action is signed by each committee member and filed with the minutes of proceedings of such committee.
ARTICLE VII ACCOUNTING YEAR, CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. ACCOUNTING YEAR.
The board of directors shall fix the accounting year of the CAI.
Section 2. FISCAL MANAGEMENT.
The executive director shall have responsibility for the day-to-day fiscal management of the CAI. The executive director shall have custody of all CAI funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the CAI; and shall deposit all moneys and other valuable effects in the name and to the credit of the CAI in depositories designated by the executive committee. The executive director shall disburse CAI funds in compliance with orders of the executive committee, taking proper vouchers for disbursements, and shall render to president and the board, at regular board meetings or when requested, an account of all transactions and of the financial condition of the CAI.
If the board requires, the executive director shall give the CAI a bond in such sum and with such surety(ties) as shall be satisfactory to the board for the faithful performance of his or her duties and for the restoration to the CAI, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys, and other property of whatever kind in his or her possession or control belonging to the CAI.
Section 3. CONTRACTS.
The board of directors may authorize the executive director or any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the CAI and such authority may be general or confined to specific instances.
Section 4. CHECKS AND DRAFTS.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the CAI shall be signed by the executive director or officers or agents of the CAI and in such manner as designated by the executive committee.
Section 5. DEPOSITS.
All CAI funds not otherwise employed shall be deposited to the credit of the CAI in banks, trust companies, or other depositories designated by the executive committee. CAI moneys shall be deposited in interest bearing accounts or savings certificates in depositories, or invested in bonds, securities, or investments, as authorized by the executive committee. Income may be deposited, pending disposition, in any checking accounts which the executive committee authorizes. Disposition of the principal amount of any investments may be authorized only by the affirmative vote of the majority of the directors. No funds of the CAI may be distributed except for the purposes, and subject to the restrictions, set forth herein or in other pertinent documents (e.g., grant or affiliation documents).
ARTICLE VIII SEAL
Section 1. SEAL.
The corporate seal shall be inscribed with the name of the CAI, the year of its organization, and the words "Incorporated Maryland." The board may authorize duplicate seals and provide for the custody thereof.
Section 2. AFFIXING SEAL.
Whenever the CAI is required to place its corporate seal to a document, it shall be sufficient to meet the requirements of law to place the word "(SEAL)" adjacent to the signature of the person authorized to execute the document on behalf of the CAI.
ARTICLE IX INDEMNIFICATION
To the extent permitted by law and CAI finances, the CAI shall indemnify, pay or reimburse reasonable individual expenses arising out of a legal proceeding against the CAI to any individual who is a present or former director or officer of the CAI and who incurs such expenses. Neither the amendment nor repeal of this section, nor the adoption or amendment of any other provisions of these bylaws inconsistent with this section shall preclude the applicability of indemnification for any act or failure to act which occurred prior to such amendment, repeal, or adoption.
ARTICLE X WAIVER OF NOTICE
Whenever notice is required to be given under these bylaws or by law, a waiver thereof in writing, signed by the person(s) entitled to notice, either before or after the time stated therein, is deemed equivalent to giving notice. Neither the business to be transacted nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by law. Attendance at a meeting constitutes waiver of notice of the meeting, except where one attends a meeting for the express purpose of objecting to the transaction of business on the ground that the meeting is not lawfully called or convened.
ARTICLE XI AMENDMENT OF BYLAWS
The board of directors shall have the power to alter or repeal any bylaws of the CAI and to make new bylaws, except that the board of directors shall not alter or repeal this section.
The foregoing are certified as the bylaws of the CAI adopted by the board of directors on April 12, 1999.
Mary Olson, Secretary