The name of AIHEC shall be American Indian Higher Education Consortium (hereinafter, AIHEC).
Section 2.01. PRINCIPLE OFFICE. The principal office of AIHEC shall be 121 Oronoco Street, Alexandria, Virginia 22314, or at such other place as designated by the Board of Directors.
Classes of Membership
Section 3.01. MEMBERSHIP. AIHEC shall have five classes of membership: Regular Member, Associate Member, International Member, Organization Member, and Honorary Member.
Section 3.02. REGULAR MEMBER. A Regular Member shall be a tribally-controlled institution of postsecondary or higher education that:
A postsecondary or higher education institution that has been granted membership status by action of AIHEC’s Board of Directors on or before October 9, 1998 (i.e., Haskell Indian Nations University, Southwestern Indian Polytechnic Institute, Institute of American Indian Arts, and White Earth Tribal and Community College), will be recognized as a Regular Member and enjoy all of the privileges and rights associated with the status of a Regular Member.
Section 3.03. ASSOCIATE MEMBER. An Associate Member shall be a tribally controlled institution of postsecondary or higher education that:
Section 3.04. INTERNATIONAL MEMBER. An International Member shall be an institution higher education that:
Section 3.05. ORGANIZATION MEMBER. An Organization Member shall be an association or organization composed of institutions of postsecondary or higher education that:
Section 3.06. HONORARY MEMBER. In the event that a founding member of the American Indian Higher Education Consortium, i.e. D-Q University, Navajo Community College (Diné College); Oglala Sioux Community College (Oglala Lakota College); Sinte Gleska College (Sinte Gleska University); Standing Rock Community College (Sitting Bull College); and Turtle Mountain Community College, is deemed ineligible for Regular Membership in AIHEC, such founding institution shall be an Honorary Member as set forth in Section 3.10.01. Honorary Members shall have no voting rights or responsibilities and may not hold office in AIHEC.
Section 3.07. MEMBERSHIP APPLICATION PROCESS:
Section 3.08. CONDITIONS OF MEMBERSHIP.
Section 3.09. MEMBER IN GOOD STANDING.
Section 3.10. LOSS OF REGULAR MEMBER STATUS.
Section 3.11. WITHDRAWAL OF MEMBERS. Any member may withdraw from AIHEC at any time by submitting to the Chair, a written statement of withdrawal. All benefits of membership in AIHEC shall cease on the effective date of the withdrawal, and all monies, property, contracts, and other assistance shall be returned to AIHEC or canceled. AIHEC may require an audit of the withdrawing member if it deems an audit is necessary for any reason concerning financial fiduciary relationships to AIHEC. AIHEC shall pay all costs associated with any such audit.
Section 3.12. RECORD OF MEMBER STATUS. AIHEC shall make, at least ten days before each meeting, a complete list of all members of AIHEC with the address of each. The list of members shall be arranged by class and shall be subject to inspection by any member at any time during usual business hours, and shall be produced and kept open at the time and place of the meeting, subject to inspection during the whole time of the meeting. The original record of members shall be prima facie evidence as to who are the members entitled to vote at any meeting of AIHEC. Refusal or failure to prepare or make available a list of members does not affect the validity of action taken at the meeting prior to the making of any such demand. However, any action taken by the members after making any such demand shall be invalid and of no effect.
Board Organization and Management
Section 4.01. POWER OF THE BOARD. The business and affairs of AIHEC shall be under the direction of a Board of Directors and the management of a chief executive officer.
Section 4.02. NUMBER OF DIRECTORS. The Board of Directors of AIHEC shall be composed of one representative from each Regular Member. Each director of AIHEC shall be the president or acting or interim president of the Regular Member.
Section 4.03. TERM, REMOVAL, AND VACANCIES.
Section 4.04. FIDUCIARY RESPONSIBILITIES. The creation of, delegation of authority to, and action by a committee does not absolve any director of his or her fiduciary responsibilities as a director of AIHEC.
Section 4.05. REGULAR MEETINGS. The Board of Directors shall meet regularly three times each year, in the spring, summer, and fall. The convening of a summer meeting may be waived by a majority vote of the Board taken during the spring meeting immediately preceding the summer meeting in question. Notice of the cancellation of a summer Board of Directors meeting shall be delivered to each Regular and Associate Member not less than 45 days before the proposed convening date, if established, of the affected meeting. Written notice stating the place, day, and hour of a meeting of the Board of Directors shall be delivered not less than ten or more than 45 business days before the date of the meeting, to each Regular and Associate Member. If the requirements of this section have not been substantially complied with, the meeting shall, on demand of any Regular Member, in person, be adjourned until such time as the requirements are met.
The regular meeting of the Board of Directors held in the fall shall be deemed to be AIHEC’s annual meeting and shall be immediately preceded by a convening of a meeting of the full membership of AIHEC. The regular meeting of the Board of Directors held in the fall of even numbered years shall be for the purpose of electing officers and naming members to committees and the transaction of such other business as may come before the Board. Membership matters may be considered at any regular meeting of the Board of Directors.
Section 4.06. SPECIAL MEETINGS.
Section 4.07. WAIVER OF NOTICE. A director may waive any notice required by law or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, shall be signed by the director entitled to such notice, and shall be delivered to AIHEC to be filed with the minutes of the meeting or the corporate records. A director who attends or participates in a meeting waives objection to lack of notice or defective notice of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 4.08. EXECUTIVE SESSION. The Chair may declare an executive session and a director may offer a privileged motion to go into executive session during any regular or special meeting of the Board. Only directors may be present during an executive session, except that the Chair may invite additional attendees as deemed necessary. Sanctions may be imposed on a director if such director violates the secrecy of an executive session. Any other individual permitted to attend an executive session is honor bound not to divulge anything that occurred during such executive session.
Section 4.09. PROXY AUTHORIZATION. Each director may authorize another director to act for such director by proxy for the purposes of meeting the requirements of a quorum to vote on a particular proposal or to cast a vote for or against those types of proposals specified in Colorado corporation law. No other proxy authorizations may be granted by a director. Each proxy authorization must be through a signed written document which specifies the particular proposal for which such proxy applies. A proxy shall be deemed effective when the proxy authorization is received by the Chair and shall be valid until the next meeting from the date of execution unless a longer period is expressly provided in the signed authorization. A proxy shall be revocable at the pleasure of the director executing it.
Section 4.10. QUORUM. A quorum at all meetings of the Board of Directors shall consist of a majority of the number of directors then holding office, but a smaller number may adjourn from time to time without further notice, until a quorum is secured. The act of the majority of the directors present at a meeting at which a quorum is established shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
Section 4.11. PROCEDURE. Robert’s Rules of Order, revised edition, shall govern all proceedings of the Board of Directors meetings unless provisions inconsistent therewith shall be set forth in the Articles of Incorporation or these Bylaws, in which case the Articles of Incorporation or these Bylaws shall control.
Section 4.12. ACTIONS BY TELECONFERENCE. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all of the directors consent in writing to such action. Such action shall be evidenced by one or more consent stating the action taken, signed by each director either before or after the action taken. Such written consent(s) shall be included in the minutes of proceedings of the Board of Directors and filed with the corporate records reflecting the action taken.
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any one or more director(s) may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting by such means shall constitute attendance at the meeting.
Section 4.13. COMPENSATION OF DIRECTORS. Directors may receive such fees as may be established by AIHEC for attendance at meetings of the Board of Directors, and, in addition thereto, may receive reasonable traveling expenses, if any, required for attendance at such meetings.
Section 5.01. EXECUTIVE COMMITTEE. The Board of Directors may create an Executive Committee to handle and manage the affairs of AIHEC between meetings of the Board of Directors. The Executive Committee shall consist of not less than five directors and shall include the five officers of the Board. Only directors representing Regular Members shall be eligible to serve on the Executive Committee. The Board of Directors shall elect the members of the Executive Committee at the fall meetings of even numbered years. The Executive Committee shall be empowered to do any and all things, not otherwise prescribed by law, the Articles of Incorporation or these Bylaws, which the Board of Directors might do. All actions taken by the Executive Committee between meetings of the Board of Directors must be reported to the Board of Directors at its next regular meeting.
Section 5.02. OTHER COMMITTEES. The Board of Directors shall create and maintain a committee on Finance and Audit, a committee on Membership and Accreditation, and a committee on Committees, and may create and maintain one or more other committee(s). Each committee shall consist of three or more directors of AIHEC.
Section 5.03. GENERAL PROVISIONS. All committees created by the Board of Directors shall keep a written record of its proceedings, which shall include all motions and resolutions. Any motion or resolution adopted by a committee, and approved by the Committee on Committees, shall be reported to the Board of Directors at its next meeting and shall be filed with the corporate records. Any committee shall have the authority to establish subcommittees and working groups as it deems necessary. Any committee of the Board of Directors may take action without a meeting if all members of the committee consent to the action in writing signed by each member of the committee, either before or after the action taken. In addition, any one or more member(s) of any committee may participate in any meeting of the committee by means of teleconference or similar communications equipment, when possible and practical, provided all persons participating in the meeting can communicate with each other. Any committee created by the Board of Directors shall have and may exercise, to the extent specified by the Board of Directors, all the powers and authority of the Board of Directors in the affairs of AIHEC, but no committee, including the Executive Committee, shall have the power and authority to amend the Articles of Incorporation, adopt an agreement of merger or consolidation, authorize the sale, lease, or exchange of all or substantially all of AIHEC’s property and assets, dissolve AIHEC or revoke a resolution dissolving AIHEC, or amend or repeal these Bylaws.
Section 5.04. QUORUM. Unless the Board of Directors otherwise provides, a majority of the members then serving on the committee shall constitute a quorum for the transaction of business, and the act of a majority of committee members present at a meeting, at which a quorum has been established, shall be the act of such committee.
Section 5.05. COMMITTEE RULES. Unless the Board of Directors otherwise provides, each committee may establish its own rules for conducting business. Each committee shall otherwise conduct its business in the same manner as the Board of Directors conducts its business under Article IV of these Bylaws, except that record keeping of committee meetings shall be as stated in section 5.03.
Section 5.06. COMPENSATION OF COMMITTEE MEMBERS. All committee members may receive such fees as may be established by AIHEC for attendance at committee meetings of the Board of Directors, and, in addition thereto, may receive reasonable traveling expenses, if any, required for attendance at such meetings.
Officers, Agents and Employees
Section 6.01. OFFICERS. The officers of the Board of Directors shall be Chair, Vice-Chair, Secretary, Treasurer, and Member-at-Large, who shall be the immediate past Chair. In no event shall the Chair hold any additional office within AIHEC. Any such officer must also be a director of AIHEC. The Board of Directors may, by resolution or amendment to these Bylaws, establish additional officers as it may deem necessary.
Section 6.02. ELECTION OF OFFICERS. The officers of AIHEC shall be elected for a term of two years by the Board of Directors at the regular fall meeting of each even numbered year. In electing the officers of AIHEC, if not by acclamation, the Board of Directors may vote by secret ballot. The officers of AIHEC shall hold office and serve at the pleasure of the Board of Directors. Officers may be eligible for immediate re-election, except that the Chair shall serve no more than two consecutive terms.
Section 6.03. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it may deem necessary for the conduction of the affairs of AIHEC. Any officers or agents of AIHEC shall hold office at the pleasure of the Board of Directors and shall have such authority and perform such duties as may be prescribed by the Board.
Section 6.04. VACANCIES. Should any office of AIHEC other than the Chair become vacant, or be declared vacant for any reason, the Chair shall appoint a successor who shall serve until the next meeting of the Board of Directors at which time the Board of Directors shall appoint a successor to fill the vacancy until the next scheduled election of officers. In the event the office of Chair is declared or becomes vacant, the Vice-Chair shall serve the unexpired term of the Chair.
Section 6.05. DUTIES OF THE OFFICERS. The officers of AIHEC shall have such authority and shall perform such duties as are customarily incident to their respective offices and such other further duties as are prescribed in these Bylaws and as may be from time to time required of them by the Board of Directors. Specifically, they will perform the following functions:
Section 6.06. COMPENSATION OF OFFICERS AND AGENTS. AIHEC may pay compensation in a reasonable amount to officers and may provide each officer with a standard indemnification insurance policy. Such amounts are to be determined by the Board of Directors.
Section 6.07. REMOVAL. Any officer or agent or AIHEC may be removed by the Board of Directors whenever in its judgment the best interests of AIHEC will be served thereby, but such removal shall not affect any officer’s position as a director and shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.
Section 6.08. ABSENCE, INABILITY TO ACT. In the event of absence or inability of any officer to act, the Board of Directors may delegate the powers and duties of such officer to any other officer or director whom it may select and whom shall serve until the absent or disabled officer is able to act or a successor officer has been duly elected.
Section 6.09. RESIGNATION. Any officer may resign at any time by delivering written notice to the Board of Directors through the Chair. Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date, and, unless otherwise specified therein, no acceptance of such resignation shall be necessary.
Section 7.01. FISCAL YEAR. The fiscal year of AIHEC shall be from October 1 to September 30 or such period as may be fixed by the Board of Directors.
Section 7.02. CORPORATE SEAL. AIHEC shall not have a corporate seal. All instruments that are executed on behalf of AIHEC, which are acknowledged and which affect an interest in real estate shall be executed by the Chair or Vice-Chair and the Treasurer. All other instruments executed by AIHEC, including a release of mortgage or lien, may be executed by the Chair or any member of the Executive Committee. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
Section 7.03. CHECKS, NOTES AND CONTRACTS. The Board of Directors shall, from time to time, determine who shall be authorized on AIHEC’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 7.04. BOOKS AND RECORDS. AIHEC shall keep at its office correct and complete books and records account, the activities and transactions of AIHEC, minutes of the proceedings of the Board of Directors, records of the proceedings of any committee of the Board, and a current list of the members, directors, and officers of AIHEC and their business addresses. The books, minutes, and records of AIHEC shall be in written form.
Section 7.05. BOARD DESIGNATED FUNDS. Upon determination by the Finance and Audit Committee that unrestricted funds are available within AIHEC’s operating budget, the Board of Directors may designate funds for any purpose and project it deems appropriate, including capital asset purchase and investment.
Section 7.06. AMENDMENT OF BYLAWS. These Bylaws may be altered, amended, or repealed at a regular meeting of the Board of Directors or any special meeting of the Board of Directors called for that purpose.
Section 7.07. OFFICIAL REPRESENTATIVE. A member may designate an official representative to attend a specified meeting of the Board for the sole purpose of determining such member’s presence at said meeting. Such designation must be submitted to the Chair of the Board of Directors in writing by the president, or acting/interim president, of the member prior to the convening of the affected meeting.
Section 7.08. MAJORITY VOTE. All votes of the Board of Directors shall be by a majority unless otherwise stated in these Bylaws. In the case of a tie vote, the issue that is the subject of the vote shall be resolved by the Chair.
Section 7.09. DISSOLUTION. Upon dissolution of AIHEC, the assets of AIHEC shall be distributed in accordance with the Articles of Incorporation.
Section 7.10. SEVERABILITY. To the extent that any provision or provisions of these Bylaws shall be determined by a court of competent jurisdiction to be in violation of any statute, rule of law, government regulation or decree, such provision or provisions shall be void and of no effect to the extent, and only to the extent, of such determination, but the remainder of the provisions of these Bylaws shall survive and continue in full force and with full effect.
Section 7.11. EFFECTIVE DATE. These Bylaws shall become effective upon approval by the Board of Directors.
I certify that the foregoing is a true and correct copy of the Bylaws of the above-named corporation, duly adopted by the Board of Directors on the 23rd day of March, 2007, at Rapid City, South Dakota, amended by the Board of Directors on October 22, 2008, at Seattle, Washington; further amended by the Board of Directors on July 14, 2009, at Bellingham, Washington, and on October 7, 2010, at San Diego, California.
Robert Martin, Secretary
Certified: October 7, 2010