PaCIE

 THE PENNSYLVANIA COUNCIL FOR INTERNATIONAL EDUCATION

By-Laws of Pennsylvania Council for International Education

(Revised and adopted January 22, 2002)

Article 1: Name

The name of the Corporation is PENNSYLVANIA COUNCIL FOR INTERNATIONAL EDUCATION, hereafter referred to as the Council.

Article 2: Purposes

The purposes of the Corporation shall be: to develop and improve communication and cooperation among Pennsylvania colleges and universities, their facilities, and their students in the field of international studies; to foster the long-term growth of international education throughout Pennsylvania, strengthening and expanding cooperatively the international curricula and activities of the member institutions; and to engage in and to perform any or all other lawful acts for which corporations may be incorporated under the Pennsylvania Nonprofit Corporation Law.

To this end the Council’s activities may include, but shall not be limited to: the support of a Directorate which shall serve as the coordinating and administrative office of the Council; the sponsorship of an annual meeting of the membership; the development of effective means to deal with federal, state, and private agencies concerned with international education and exchange; and the support of collaborative projects and other activities in international higher education.

The Council shall not attempt to influence or intervene in any campaign on behalf of a political party or candidate for public office.

Article 3: Membership

Section 1. Institutional membership is open to all Pennsylvania institutions of higher education and other not-for-profit organizations as approved by the Board of Directors.

Each member institution shall select one person to serve as its official representative with voting power.

Section 2. The Board of Directors shall have the power to create other categories of membership in addition to the full, institutional membership mentioned in Article 3, Section 1, and to set dues for and confer benefits of such membership, with the exception of voting power, which shall in all cases reside with the official representatives of institutional members of PaCIE.

Article 4: Meetings of the Members

The Board of Directors shall arrange the time and place of all meetings of the members.

Article 5: Quorum of Members

The presence, in person or by proxy, of at least a majority of the institutional representatives shall constitute a quorum, and unless otherwise provided by statute, the acts of such members at a duly organized meeting shall be the acts of the members.

Article 6: Voting Rights

Section 1. Each institutional representative shall be entitled to one vote on all matters or questions brought before any duly organized meeting. At such meetings the vote of a majority of the representatives shall decide any question. Upon demand by a majority of representatives, voting on any matter shall be by secret ballot. In all other cases, voting shall be in the manner prescribed by the President.

Section 2. The election of the officers and the Board of Directors shall be by majority vote of the representatives.

Article 7: Proxies

Any institutional representative may authorize another person to act for her or him by proxy.

Article 8: Directors

Section 1. The Board of Directors shall consist of the five officers of the Corporation, seven regular Board members (directors), and the immediate past president in an ex-officio status. Except as hereinafter provided, in the case of vacancies, directors shall be elected by the members at their annual meeting and shall serve for a term of four years. Directors’ terms will be staggered to provide for continuity. At each annual meeting, three directors will be replaced by three new directors through an election of the members.

Section 2. Retiring directors are eligible for re-election after one year.

Section 3. At all meetings of the Board a majority of the directors shall constitute a quorum for the transaction of business.

Section 4. Directors are expected to attend all meetings of the Council and the Board and serve without compensation for their services. They may be reimbursed for their expenses incurred while attending meetings, as may be determined from time to time by resolution of the Board of Directors.

Article 9: Officers

Section 1. Four officers of the Corporation shall be elected by the representatives at its annual meeting. These officers are a President, Vice President, Secretary, and Treasurer and will be elected annually.

Section 2. If an office becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3. The President shall preside at all meetings of the representatives and directors; shall, with the advice and consent of the Board of Directors, appoint a nominating committee for the Board positions; and appoint such ad hoc committees as may be deemed desirable.

Section 4. The Vice-President, in the absence or disability of the President, performs the duties and exercises the powers of the President and shall perform such other duties as may be assigned to her or him by the Board of Directors or the President.

Section 5. The Secretary shall keep minutes of the Board meetings.

Section 6. The Treasurer shall be responsible for supervising the annual budget prepared by the Board of Directors. She or he shall audit the books and financial records of the Corporation and present an annual statement of accounts at the annual meeting of the members.

Section 7. Executive Director. The Executive Director is an officer of the Corporation and will be appointed by the Board. The major administrative responsibilities of the Council’s business shall be vested in an Executive Director. She or he shall supervise the operation of the Directorate and shall submit recommendations on the operations of the Council to the Board of Directors. She or he shall be responsible for administering the annual budget prepared by the Board of Directors and approved by the membership. In so doing, she or he shall keep complete and accurate books on all accounts. These accounts shall be audited annually by the Treasurer.  She or he shall present at each annual meeting of the Board a formal report on the operations of the Council during the past year.

Article 10: Financial and Contractual Authorizations

The Board of Directors may authorize any person or persons to seek contributions and grants, or to enter into any contract. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers as determined by the Board. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

All books and records of the Council may be inspected by any institutional member or its agent.

Article 11: Indemnification of Directors and Officers

Section 1. The Corporation shall indemnify each director or officer, or former director or officer, against expenses, as hereinafter defined, actually and reasonably incurred by her or him in connection with the defense of any action, suit or proceeding, civil or criminal, administrative or investigative, in which she or he is made a party or called as a witness, or with which she or he is threatened by reason of being or having been a director or officer of this Corporation, whether or not she or he continues to be a director or officer at the time of incurring such expenses. As used in this Article, expenses shall include, but shall not be limited to, reasonable counsel fees and disbursements, amounts of judgments, fines or penalties against, or amounts paid in settlement by such director or officer, other than amounts payable or paid to the Corporation, but shall not include any (a) expenses incurred in connection with any matters as to which such director or officer shall be finally adjudged on the merits in such action, suit or proceeding, to be liable by reason of her or his negligence or willful misconduct in the performance of her or his duties as such director or officer, or (b) expenses incurred in connection with any matters which shall have been the subject of such action, suit, or proceeding, or threat thereof, disposed of otherwise than by adjudication on the merits, unless in relation thereto such director or officer shall not have been liable for negligence or misconduct in the performance of her or his duties as such director or officer.

In determining whether or not a director or officer was liable for negligence or misconduct in the performance of such duties, the Board of Directors and each director and officer may conclusively rely upon an opinion of legal counsel selected by or in the manner designated by the Board of Directors. A judgment or conviction entered without a trial on the merits or in connection with a compromise or settlement of any such action, suit, proceeding, or threat thereof, shall not of itself be deemed an adjudication or liability for negligence or misconduct in the performance of her or his duty to the Corporation by a director or officer. The foregoing right of indemnification shall be in addition to any rights to which any director or officer may be or become entitled by law, vote of members or otherwise and shall inure to the benefit of the heirs or personal representatives of each such director or officer.

Article 12: Annual Meeting of the Membership

The Board of Directors shall determine the place and date of the annual meeting of the Council. The business of the annual meeting shall include, but shall not necessarily be limited to, the following:

Receipt of annual reports from:

a) the President;

b) the Executive Director;

c) the Treasurer on the audit of the Council’s financial situation.

Consideration of policy matters presented by the Board of Directors and the Executive Director.

Approval of:

a) the Board of Directors’ annual program for the coming year;

b) the Board of Directors’ annual budget for the Directorate; Election of the Board of Directors for the next year.

Article 13: Nominations and Elections

The President with the advice and consent of the Board of Directors shall appoint a Nominating Committee which shall submit nominations for the Board of Directors to the annual meeting of the membership.

The Nominating Committee shall be composed of five representatives, three of whom will be the retiring members of the Board of Directors. The Nominating Committee shall select a slate of nominees for three at-large Board members. The same procedure follows for the positions of President, Vice President, Treasurer and Secretary. These two slates will then be presented to the members at the annual meeting.

After the nominations from the Nominating Committees have been presented to the annual meeting, nominations from the floor will be permitted. Election will be by majority vote of those representatives present and voting.

Article 14: Dues

The dues for the membership will be recommended by the Board of Directors and established by the members at the annual meeting.

Article 15: Amendments

These By-Laws may be altered, amended or repealed by a two-thirds vote of the members entitled to vote. Members shall receive written notice of the proposed amendments at least thirty (30) days prior to the vote. Proposed amendments shall be submitted to the Executive Director for distribution to the members of the Council.

Article 16: Liquidation or Dissolution

Upon the liquidation or dissolution of the Corporation for any cause whatsoever, or upon the abandonment of any of its property, neither the property of the Corporation nor any right therein shall inure to the benefit of any of the members, directors, officers, or any other private individual, but all such property or rights therein, or the proceeds thereof, shall be fully disposed of by the Board of Directors then in office to such one or more other organizations of the type described in Section 501 (C) (3) of the Internal Revenue Code of 1954, or in the corresponding provision of any subsequent law, or to a governmental unit, as the Board of Directors then in office may in its discretion select and designate.