Bylaws

The purpose of this organization shall be the improvement and expansion of the community education philosophy as an integral and necessary part of the community development process.

Section I:  Eligibility
General Membership is open and free to all persons, institutions, and organizations.

Section II:  Professional Membership - $45
Professional members shall be those persons who have paid professional membership dues.  All professional members are entitled to all privileges of the Association, including but not limited to voting rights, receipt of publications, and the right to hold elected or appointed offices.

Section III:  Associate Professional Membership - $25
Associate professional members shall be those persons who have paid associate membership dues and who work as volunteers, part-time staff or are supporters of community education. All associate professional members are entitled to privileges of the Association including but not limited to voting rights, receipt of publications, and the right to hold elected or appointed offices.

Section IV:  Institutional Professional Membership - $200
Institutional professional members shall be any organization that has paid institutional membership dues.  The Institution may designate up to five people from the organization as Professional Members of the Association.  All institutional professional members are entitled to privileges of the Association including voting rights, receipt of publications, and the right to hold elected or appointed offices.

Section V:  Payment
Dues shall be sent to the Association, and deposited as general funds.

Section I:  Five officers
The officers of the Association shall be a President, Past President, President-Elect, Secretary and Treasurer.  The officers shall perform the duties usually prescribed for officers of such an association, together with the duties which are defined by these bylaws.

Section II:  Election
The President-Elect, Secretary, and Treasurer shall be elected by the professional membership.

Section III:  Terms of Office
The President-Elect shall serve a term of one fiscal year.  The Secretary and Treasurer shall serve a term of two fiscal years.  At the end of one year, the President-Elect shall become President.  The President shall become Past President.  That Past President shall then serve one year on the Board of Directors.

Section IV:  Powers and duties of the President
The President shall preside at all meetings of the Association and perform the duties usually prescribed for the chief officer of such an association, as well as the duties defined by these Bylaws.  The President shall be a member of the Board of Directors and all committees of the Association, and shall serve as chair of the Board of Directors.  The President shall appoint the chair of committees of the Association and fill all vacancies except as otherwise provided in the Bylaws and Rules governing the Annual Meeting.  The Program of the annual meeting shall be prepared under the President’s direction.  The President shall vote only to break a Board tie.

Section V:  Powers and Duties of the Treasurer
The Treasurer shall be a voting member of the Board of Directors.  The Treasurer shall be responsible for the safekeeping and accounting of the general funds of the Association.  The Treasurer shall make an annual financial report to the Board of Directors, and other financial reports as may be required.

Section VI:  Powers and Duties of the Secretary
The Secretary shall be a voting member of the Board of Directors.  The Secretary shall be responsible for the Board minutes, Board correspondence, and any legal transactions required by this office.

Section VII:  Powers and Duties of the Past President

Section I: Composition
The Board of Directors shall consist of six (6) members elected from the professional membership, the chair of each forum, and all elected officers of the Association.

1. A quorum shall consist of a simple majority of the members of the Board of Directors.
2. An affirmative vote of a simple majority of those present shall be required to pass a motion.

Section II:  Election and Term of Board of Directors
Each director who is not an officer or a forum chair shall be elected for a term of two fiscal years.

Section III:  Meetings
The Board of Directors shall meet no less than three times per year subject to the call of the President and/or two-thirds majority of the members of the Board of Directors.  Due notice of all meetings shall be given at least fifteen (15) days in advance of the meeting dates.  The Board shall be empowered to enact rules and procedures governing the conduct of its meetings.  Upon establishment of the newly elected officers and Board members, the President shall determine a time and place for a meeting between incoming officers and Board members, and between existing officers and Board Members, to discuss policies, procedures, and plans of the Association.

Section IV:  Powers and Duties

1. The Board of Directors shall formulate and implement the policies of the Association.  All adopted policies shall be included in the Association’s Policies and Procedures Manual.
2. It shall be the responsibility of the Board of Directors to initiate replacement procedures for officers.  In the event of a vacant position on the Board, the President shall appoint a replacement with the approval of the Board.  If a Board member has shown two consecutive absences, the President shall initiate a discussion of a possible vacancy.  Members appointed as a result of a vacancy shall serve until the end of the term.  All Board vacancies shall be filled within thirty (30) days.
3. The Board of Directors shall appoint, dismiss, and determine the duties for the Executive Director.
4. The Board of Directors shall be responsible for the preparation and administration of the annual budget.
5. The board of Directors shall be responsible for the preparation of an annual progress and financial report. The Past President’s report serves this function.

Section V:  Reports and Recommendations
The Board of Directors shall establish policies governing the publication, reports and procedures of the Association.  It shall receive, consider, and publish the annual reports of the Past President, Treasurer and the committees.

Section I:  Powers and Duties
The Executive Director shall supervise and coordinate the administrative, financial and professional activities of the Association as authorized by the Board of Directors.  The Executive Director shall keep a record of stated meetings of the Association; act as a resource person to committees in connection with their activities; render such reports as may be required by the Board of directors or by the officers of the Association and be the keeper of the official seal of the Association.

Section I:  Time and Place
There shall be an annual meeting of the Association at a time and place to be determined by the Board of directors provided, however, that the Board shall select only those places (or electronic format) where it is possible to provide a maximum degree of equality for the general welfare of all members of the Association.  During an emergency, the Board of Directors may postpone the annual meeting until such time as the emergency no longer exists.

Section II:  Participants
The annual meeting of the Association shall be open to the total membership of the Association.

Section III:  Agenda
The agenda shall be prepared under the direction of the President of the Association in accordance with Article XII of these Bylaws.

Section IV:  Nominations and Elections Committee and Procedures

1. A Nomination and Elections Committee, chaired by the Past President of OCEA, shall consist of at least three (3) members appointed by the President of the Association at least two (2) months prior to the election date set by the Board of Directors.  A simple majority of this committee’s members shall constitute a quorum.  In case of a tie, the chair casts the deciding vote.
2. Duties:  The Nominations and Elections Committee shall be responsible for the conduct of the annual election of officers and members of the Board of Directors.

1. This committee is charged with the responsibility of considering eligible members when selecting the slate of nominees.
2. This committee shall nominate at least one candidate for each office to be filled.  If the ballot consists of only one candidate for each office, after notification to the professional membership asking for additional nominees, those nominated will be considered elected by unanimous consent.
3. It shall be the duty of this committee to have ballots prepared with a space for a write-in vote for each office and the Board of Directors, and have said ballots mailed to the membership no later than two (2) weeks prior to the election date.
4. Ballots postmarked or submitted after the election date shall not be valid.
5. It shall be the sole decision of this committee to determine the validity of a questionable ballot.
6. This committee shall report the results of the election to the Past President.
7. The election shall be held at least one (1) month prior to the end of each fiscal year.
8. Elections may be held by e-mail vote.  Members without email addresses will be mailed a paper ballot.  All other above requirements apply to an email election.

3. Restrictions for Committee Members:  The members of the Nominations and Elections Committee are ineligible for nomination to the Board of Directors or to the offices of President-Elect, Secretary, and Treasurer during their tenure with this committee.

The establishment of committees shall be the responsibility of the President with the approval of the Board of Directors.  A committee membership term is one (1) year and coincides with the fiscal year.

Section I:  Purpose
The Association shall recognize the diversification of specialized interest areas within the community education profession and shall establish sections called forums to serve professional members with “job-alike” status and to promote their interests.

Section II:  Establishment of Forums
Requests for forum status shall be considered by the Board of Directors at its next regularly scheduled meeting whenever ten (10) or more professional members of the Association petition the Board in writing as out lined in the Oregon Community Education Association Policies and Procedures Manual, and demonstrate clearly that such a group would enhance the professional advancement of individuals and promote the general goals of the Association.

Section III:  Forum Meetings
Each forum is encouraged to hold a meeting in conjunction with the Annual Meeting of the Association, and the chair of each forum may schedule additional meetings.  Forums shall function in accordance with the Bylaws of the Association.

Section IV:  Forum Leadership
Forum leadership shall consist of

1. Chair:  Convenes, plans, and leads meetings; prepares forum annual report to the Board.
2. Secretary/Treasurer:  Keeps minutes of forum meetings, sends out meeting notices, keeps record of expenditures.

The officers of a forum shall serve two year terms.

Section V:  Representation on the Board of Directors
The chair of each forum shall serve as a voting member of the Associations’ Board of Directors.

Section VI:  Member’s Affiliation
Each Association general or professional member shall be entitled to affiliation with one or more forums.

Section VII:  Dissolution of Forums

Section I:  Fiscal Year
The fiscal year of the Association shall be July 1 through June 30.

Section II:  General Fund
The general fund of the Association shall consist of the income from the receipt of dues from professional members; income from forum and association activities, interest on bank deposits, fees and funds received by gift, bequest, or transfer.  Fiscal policies and procedures not otherwise provided for in these Bylaws may be adopted by the Board of Directors.

Section III:  Receipts and Disbursements:  General Fund
All revenue to the general fund of the Association shall be turned over to the Treasurer who shall hold said revenue in safekeeping.  Revenue shall be disbursed only by checks and other written orders or depositories signed by the Treasurer and counter signed by either the President, the Executive Director or designee.

Section IV:  Annual Budget
The annual budget of the Association shall be prepared under the direction of a budget committee for presentation to the Board of Directors no later than the April Board meeting.  The Board of Directors, after review and approval thereof, shall direct the publication of the proposed budget for presentation to the membership.  At its last meeting of the fiscal year, the Board shall adopt the proposed budget with any amendment agreed upon by the Board.

Section V:  Auditing Committee
No later than thirty (30) days before the end of the fiscal year, the President shall appoint an auditing committee consisting of three (3) members of the Association who are not officers or members of the Board of Directors.  The committee shall present a report on its audit of the Associations financial records at the first meeting of the Board of Directors of the new fiscal year.

Section VI:  Financial Reports

Section I:  Authorization of Standing Rules
Supplementary rules and regulations may be adopted by the professional membership at large and shall be designated as Standing Rules.  These shall include standing Rules Governing the Annual Meeting, which may be supplemented by rules for a particular annual meeting adopted by the professional membership at large at such a meeting.

Section II:  Parliamentary Procedure
Roberts Rules of Order, Revised, shall be the authority governing all matters of procedure not otherwise provided in these Bylaws.

Section I
The Bylaws may be amended at the annual meeting by a two thirds vote of the attending professional members voting at the annual meeting, provided that the proposed amendment(s) has been published and distributed by the Board of Directors to the professional membership at least fifteen (15) days prior to the annual meeting.

Section II
Any amendment(s) of the Bylaws may be considered at the annual meeting without previous publication provided there is consent of the simple majority of the professional members attending the annual meeting.  Amendment(s) must then receive the approval of a two-thirds vote of the professional members voting at the annual business meeting.

Section III
These Bylaws may be amended by a majority vote of those professional members voting on a mailed ballot.  The amendments shall be published and distributed by the Board of Directors to the professional membership at least sixty (60) days prior to the final date for balloting.  Individual ballots shall be distributed to the professional membership at least ten (10) days prior to the date of the final balloting.

Section IV