AFCU By-laws

Article I – Name

The name of this organization shall be the Association of Franciscan Colleges and Universities, Inc.

Article II – Purpose

The purpose of this Association shall be to:

• support the member institutions in their mission of Catholic higher education as characterized by the Franciscan values of love/respect for one another and for all of creation, recognition that God is the Father of all persons, commitment to the search for truth, and for service with those in need;

• provide a forum for dialogue about matters of importance to the members;

• foster and facilitate appropriate and practical educational collaboration among the members.

Article III – Membership

The members of this Association are institutions of higher education, which meet all of the eligibility criteria.

Eligibility Criteria:

A college or university which

• is sponsored by or affiliated with a Catholic Franciscan religious institute/congregation;
• is accredited by a regional accrediting organization;
• has made formal application for membership through which there is affirmation of the institution’s commitment to the Franciscan values of higher education;
• has been approved by the Association’s board of directors for membership;
• has paid the Association’s stipulated annual fee/dues.

Each member is represented by the chief executive officer of the institution or a formally designated substitute and shall be entitled to one vote on any question or issue before the Association.  Member representatives are expected to attend all general membership meetings of the Association.

A list of member colleges and universities and the current contact information for each shall be published annually by the Association.

Article IV – Dues

Each member shall pay annual dues, which are determined by the board of directors.

Failure to pay annual dues shall cause forfeiture of membership, except in specific cases where the board of directors decides otherwise.

Article V – Officers and Staff

• Officers -- The officers of the Association shall be a chair and a vice-chair elected from present members by a majority vote.
• Chair:
  • Elected from among the five elected board members for a term of three (3) years, renewable for one term.
    • Serves as the chair of the board of directors and in the conduct of board and membership meetings of the Association.
  • Appoints members of committees and holds ex officio membership on all committees.
  • Performs the usual duties associated with a chair for the board of directors.
• Vice-chair:
  • Elected from among the five elected board members for a term of three (3) years, renewable for one term.
  • Serves as the vice-chair of the board of directors and performs the usual duties associated with that office.
  • Substitutes for the chair in the event of his/her absence.
• Staff -- The staff of this Association shall be the Executive Director.
  • Executive Director:
    • Appointed by the board of directors for a term of three (3) years renewable at the pleasure of the board.
    • Serves as the executive director of the Association.
    • Attends all meetings of the Association but does not have a vote.
    • Serves as staff secretary to the board of directors.
    • Performs the duties stated in the job description for the position of executive director.

Article VI – Board of Directors

A.    Voting:

The voting members of the board of directors shall be the officers of the Association, namely, the chair and the vice chair, and three (3) additional elected members.  The past chair remains a voting member of the board for one year following the completion of the term of office as chair. The executive director shall serve as staff secretary to the board ex officio with no vote.

B.    Election of Board Members:

The institutional membership of the Association shall elect the board members.  The initial election of board members will consist of one (1) member elected for a one (l) year term; one (1) member elected for a two (2) year term; and three (3) members elected for a three (3) year term.  Thereafter, all members shall be elected for three (3) year terms when the initial term has expired, with no member serving more than two (2) successive three (3) year terms.  A one-year interval is required before an individual is again eligible to be elected as a board member.

C.    Election Process:

A list of president member nominees and a form shall be sent to the member institutions. From this list each member institution will elect the appropriate number of board members for each given year. The elected board members shall begin their term of office at the annual meeting held concurrently with the ACCU meeting.

D.    Vacancies

Vacancies on the board of directors shall be filled by a majority vote of the remaining members of the board for the unexpired term of any vacancy occurring.

E.   Duties of the Board of Directors

The board of directors shall perform the following duties:

1. Direct the activities of the Association. 
2. Appoint the executive director and complete an annual evaluation of his/her performance. 
3. Approve staff personnel needed to conduct the business of the Association as recommended by the executive director. 
4. Review major issues and reports before these are presented to the membership for final action. 
5. Assume responsibility for planning which may include establishing committees and other work groups as needed. 
6. Approve the annual budget for the Association. 
7. Determine annual dues and seek supplementary income when needed.
8. Recommend amendments to the bylaws to the membership for action.
9. Solicit and receive gifts, contributions, donations, bequests and grants.

F.   Meetings

The board of directors shall meet once a year.  The chair may call additional meetings when needed to accomplish the business of the Association.  A majority of the total number of members of the board shall constitute a quorum for the transaction of business.

Article VII – Committees

The board reserves the right to establish committees from time to time as it sees fit.  A board member shall chair any committee developed.

Article VIII – Membership Meetings

1. The Association shall hold one annual meeting to coincide with the annual meeting of the Association of Catholic Colleges and Universities (ACCU) and such other meetings on such days and at such places as may be determined by the board of directors.
2. Robert's Rules of Order shall govern the conduct of membership meetings.
3. A majority of the membership shall constitute a quorum for the conduct of business.
4. Any action to be taken at the annual, regular or special meeting of the members may be taken without a meeting if a written ballot is delivered to every member entitled to vote on the matter. The written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. The number of responses must meet the quorum requirements. The time by which the ballot must be received in order to be counted shall be stated. An action decided by ballot shall be valid if the quorum and voting requirements for such action to be considered at a meeting are met.

Article IX – Amendments

These by-laws may be amended by the affirmative vote of four-fifths of the members of the Board of Directors, provided notice of such proposed amendment, with a copy thereof, shall have been mailed to the full membership not less than one month in advance of the Board meeting at which the proposed amendment will be considered.

revised: 1/29/11