BY LAWS
of the
NORTH TEXAS COMMUNITY COLLEGE CONSORTIUM
Article I Principal Office
The principal office of the North Texas Community College Consortium shall be located on the campus of the University of North Texas in the county and city of Denton, Texas. The principal office location may be changed upon Board approval.
Article II Board of Directors
Section 1: Role and Responsibilities
The Board of Directors is the governing body of the Consortium. Responsibilities include
a) approval and revision of the Charter and By Laws;
b) determination of policy;
c) approval of dues;
d) approval of the annual Consortium budget;
e) approval of all standing committees;
f) creation and approval of additional committees, planning teams, or task forces as needed to carry out the work of the Consortium; and
g) hiring, supervision, and evaluation of the Consortium President.
Section 2: Board Makeup and Representation
The Board shall be composed as follows:
a) There shall be one Board member from each member community college. The chief executive officer (President, Provost, or Chancellor) or his/her designated representative from each member community college shall serve as the voting member of the Board of Directors. Each member community college shall pay dues composed of a fixed base rate and an amount based on the member community college’s student enrollment. Each college shall have one vote.
b) There shall be one Board member from each member community college district office if the member community college district office pays the fixed base membership dues. The chief executive officer (President, Provost, or Chancellor) or his/her designated representative shall serve as the voting member of the Board of Directors. Each district office shall have one vote.
c) There shall be on e Board member from the University of North Texas, the Consortium's affiliate senior institution. The chief executive officer (President, Provost, or Chancellor) or his/her designated representative shall serve as the voting member of the Board of Directors. The affiliate senior institution shall have one vote.
d) The Consortium President shall be a non-voting, ex-officio member of the Board of Directors. The Consortium President shall serve continuously as Secretary-Treasurer of the Board of Directors.
Section 3: Board Officers
Officers of the Board shall be as follows:
a) Chair-Elect;
b) Chair;
c) Immediate Past Chair; and
d) Secretary-Treasurer.
Section 4: Election and Term of Board Officers
The terms of all Board officers except Secretary-Treasurer shall be one year. Officers for the coming year shall be elected at the last meeting of each academic year and shall assume office at the first meeting of each academic year.
a) Election
1. Chair-Elect
The Chair-Elect shall be elected annually at the summer Board meeting.
2. Chair and Immediate Past Chair
Election of Chair and/or Immediate Past Chair shall occur only upon resignation or removal of a current Board Officer and may be conducted at any regular or special meeting of the Board.
3. Secretary-Treasurer
The Secretary-Treasurer function shall be performed by the Consortium President.
b) Term
1. Chair-Elect
The Chair-Elect shall serve a one-year term from September 1 to August 31. On September 1 of the year following election as Chair-Elect, the Chair-Elect shall assume the position of Chair.
2. Chair
The Chair shall serve a one-year term from September 1 to August 31. On September 1 of the year following service as Chair, the Chair shall assume the position of Immediate Past Chair.
3. Immediate Past Chair
The Immediate Past Chair shall serve a one-year term from September 1 to August 31.
4. Secretary-Treasurer
The Secretary-Treasurer shall serve continuously.
Section 5: Board Officer Role and Responsibilities
Board Officer role and responsibilities shall be as follows:
a) Chair-Elect
The Chair-Elect shall preside at all meetings of the Board of Directors and Executive Steering Committee in the absence of the Chair and shall perform such other duties as from time to time may be assigned to him/her by the Chair or the Board of Directors.
b) Chair
The Chair shall preside at all meetings of the Board of Directors and Executive Steering Committee and shall perform other such duties as from time to time may be assigned to him/her by the Board of Directors.
c) Immediate Past Chair
The Immediate Past Chair shall preside at all meetings of the Board of Directors and Executive Steering Committee in the absence of the Chair and Chair-Elect and shall perform other such duties as from time to time may be assigned to him/her by the Board of Directors.
d) Secretary-Treasurer
The Secretary-Treasurer shall prepare and distribute agendas for meetings of the Board of Directors and Executive Steering Committee. The Secretary-Treasurer shall keep minutes of meetings of the Board of Directors and Executive Steering Committee and distribute those minutes in timely fashion for Board review and approval. The Secretary-Treasurer shall post approved minutes on the Consortium website. The Secretary-Treasurer shall maintain all financial records for the Consortium and provide financial reports at each Board meeting.
Section 6: Executive Steering Committee
The Executive Steering Committee provides overall direction and coordination of the Consortium's standing committees, works with the Consortium President to plan and execute the activities of the Consortium, and makes recommendations to the Board of Directors as appropriate. The Executive Steering Committee may create or approve additional committees, planning teams, or task forces as needed to carry out the work of the Consortium. The Executive Steering Committee may also recommend to the Board of Directors the creation of additional standing committees. The Executive Steering Committee shall consist of the following five Board members:
a) Chair-Elect;
b) Chair;
c) Immediate Past Chair;
d) Secretary-Treasurer; and
e) the representative from the University of North Texas.
Section 7: Meetings
Meetings of the Board of Directors and Executive Steering Committee shall be conducted as follows:
a) Board of Directors
1. The Board of Directors normally shall meet three times annually, usually during the fall semester, spring semester, and summer.
2. The Chair of the Board of Directors shall determine the dates, times, and locations of the meetings.
3. Special meetings of the Board may also be called by the Chair.
4. Notice of each meeting shall be electronically distributed to all Board members not less than fifteen days preceding the meeting.
5. One more than half of the total membership shall constitute a quorum at any meeting of the Board of Directors.
6. In general, questions shall be determined by a majority vote of those present.
7. An amendment to the Charter or By Laws shall require approval by two-thirds of the entire Board membership.
8. A Board member may vote in person or by designated representative.
9. Roberts Rules of Order shall govern parliamentary procedure at all Board of Directors meetings.
10. The Chair of the Board of Directors may call for an electronic vote on a question outside of normally-scheduled meetings.
11. Notice of each electronic vote shall be electronically distributed to all Board members not less than five days preceding the vote deadline.
12. Electronic voting shall be administered by the Secretary-Treasurer of the Board of Directors.
13. Electronic voting shall be open until the vote deadline passes.
14. Voting by one more than half of the total membership shall constitute a quorum for any electronic vote of the Board of Directors.
15. In general, questions posed through electronic vote shall be determined by a majority vote.
16. An amendment to the Charter or By Laws through electronic vote shall require approval by two-thirds of the entire Board membership.
17. Each Board member or designated representative shall vote by email originating from his/her member college email account.
18. The Secretary-Treasurer shall tally the vote and distribute results to the Board of Directors.
b) Executive Steering Committee
1. The Executive Steering Committee shall meet monthly.
2. The Chair of the Executive Steering Committee shall be the Chair of the Board of Directors.
3. The Chair shall determine the dates, times, and locations of the meetings.
4. Special meetings of the Executive Steering Committee may also be called by the Chair.
5. Notice of each meeting shall be electronically distributed to all Executive Steering Committee members not less than fifteen days preceding the meeting.
6. The Chair of the Executive Steering Committee and Consortium President shall conduct a briefing with the incoming Chair at the first meeting of the Executive Steering Committee following the summer Board of Directors meeting. This briefing shall include the following:
a. Consortium master calendar for the upcoming September 1 to August 31.
b. Consortium Memorandum of Understanding with the fiscal agent college.
c. Removal of the exiting Immediate Past Chair and addition of the Chair-Elect of the Board of Directors to the Consortium bank account.
d. Consortium President’s annual evaluation and goals for the upcoming September 1 to August 31.
e. Consortium’s strategic plan and goals for the upcoming September 1 to August 31.
f. Other topics as determined by the Chair of the Executive Steering Committee.
Article III Consortium President
Section 1: Position
The Consortium President shall be a full-time senior-level administrator hired, supervised, and evaluated by the Board of Directors. The Consortium President shall conduct and oversee all activities and day-to-day operations of the Consortium and shall supervise and evaluate office support staff provided by the senior affiliate institution.
Section 2: Compensation and Benefits
The Consortium President’s contract shall be administered as follows:
a) The Consortium President shall receive an annual contract beginning September 1 and ending August 31. Salary and benefits shall be determined by the Board of Directors.
b) Should the Board not continue the Consortium President's position due to financial constraints, the Consortium President shall receive twelve months' notice from the date the current contract expires, i.e., one full year of additional salary and benefits.
c) One of the Consortium member colleges shall serve as fiscal agent for payment of the Consortium President's salary and benefits.
1. A Memorandum of Understanding outlining the fiscal agent relationship shall be entered into by the Consortium President and the Chief Executive Officer of the fiscal agent college.
2. The Memorandum of Understanding shall include the contract salary approved by the Board of Directors and the benefits package provided by the fiscal agent college.
3. The benefits package for the Consortium President shall be that of full-time administrative employees of the fiscal agent college.
4. Annual salary increases for the Consortium President shall be the same increase percentages as provided by the fiscal agent college for administrative personnel.
5. The Consortium President’s sick and vacation leave accrual, use, and reporting shall follow the policies and procedures of the fiscal agent college.
6. Should the Consortium President leave the position, the Consortium shall be responsible for payout of unused sick and vacation leave.
7. Termination of the Consortium President’s contract shall follow the policies and procedures of the fiscal agent college.
8. The Memorandum of Understanding shall be approved annually by the Board of Directors at its summer meeting.
9. The Memorandum of Understanding shall be effective from September 1 through August 31 of each year.
10. Should the member college serving as fiscal agent choose not to renew the memorandum of Understanding, the Chief Executive Officer of the fiscal agent college shall notify the Board of Directors at its spring meeting. At that meeting, the Board of Directors shall identify a new member college to serve as fiscal agent for the coming year.
11. During transition from one fiscal agent to another, the outgoing and incoming fiscal agent member colleges shall work together to ensure that there is no break in the Consortium President’s salary and benefits.
d) The Consortium President shall be evaluated annually by the Chair of the Board of Directors using a Consortium-wide written evaluation requested from Board members, standing committee members, and others served by the Consortium.
1. The Consortium President’s evaluation shall be conducted in compliance with the fiscal agent college’s master calendar, policies, and procedures.
2. The annual evaluation shall be created, maintained, and updated by the Executive Steering Committee and approved by the Board of Directors.
3. The annual evaluation shall assess the following:
i. Organization and delivery of professional development opportunities, including Consortium events and the CLARA program;
ii. Quality of Consortium communications, including website, newsletters, and other publications;
iii. Maintenance and growth of Consortium membership;
iv. Operation of the Consortium office;
v. Fiscal responsibility in administration of the Consortium budget;
vi. Achievement of annual goals set by the Consortium President in concert with the Board of Directors; and
vii. Other topics as approved by the Board of Directors.
4. The annual evaluation shall result in the establishment of a set of goals for the subsequent year.
5. The Chair of the Board of Directors shall distribute results of the Consortium evaluation to the fiscal agent college and the Consortium Board of Directors.
e) Any teaching done by the Consortium President shall require prior approval by the Board and will be remunerated by the hiring institution.
Section 3: President Emeritus Status
In recognition of dedicated and effective service, the Board of Directors may grant President Emeritus status to a retiring or retired Consortium president. President Emeritus status should be reserved to honor, in retirement, a Consortium president who has provided outstanding and distinguished service to the North Texas Community College Consortium and has served a significant portion of his or her career at the Consortium. Outstanding and distinguished service is defined as service which goes beyond the normal duties and responsibilities of the appointment, and which have had extraordinary impact on the Consortium and/or broader community. Emeritus status is given to an individual who has demonstrated exceptional commitment and contributions to the Consortium, exemplifying the highest standards of personal and professional integrity, civic responsibility, vision and leadership. The designation identifies the Consortium president as a continuing member of the Consortium community. Those former employees so honored shall be listed as emeriti staff in the Consortium webpage and publications. They shall be considered members of the Consortium family, given certain special privileges as outlined below, and extended the hospitality of Consortium social functions, public programs, and academic ceremonies. The title of President Emeritus may be awarded posthumously.
a) Nomination and Approval
A member of the Board of Directors may nominate a retiring or retired Consortium president to become President Emeritus. The title must be approved by a majority vote of the Board of Directors.
b) Eligibility
To become and remain President Emeritus, a Consortium president must:
1. Retire from full-time Consortium presidency;
2. Have completed ten consecutive years of employment immediately prior to retirement; and
3. Have demonstrated exemplary leadership of and participation in the Consortium.
c) Rights, Privileges, and Responsibilities
A Consortium president granted emeritus status shall receive:
1. A resolution naming and honoring the Consortium president as President Emeritus;
2. Listing in the Consortium publications and website;
3. Use of the title “President Emeritus” in community and professional activities;
4. Lifetime membership in the Consortium;
5. Invitations to Consortium events and activities; and
6. Waived registration fee for all regular Consortium events and activities.
The current Consortium President may call upon the President Emeritus to provide counsel or to serve in various volunteer roles and/or capacities in support of the Consortium. Presidents Emeriti are not required to continue to serve the Consortium community. The position of President Emeritus shall carry no salary or other monetary benefits. Presidents Emeriti do not exercise any of the authority or administrative functions associated with holding a staff position at the Consortium. Presidents Emeriti may, however, receive compensation for part-time Consortium assignments. Such compensation shall be in accordance with established policy for part-time staff. The Board of Directors retains the authority to withdraw a President Emeritus title at its discretion as it deems necessary and appropriate.
Section 4: Consortium Office Space and Support Staff
a) Consortium office space for the President and office support staff shall be provided by the University of North Texas.
b) Furniture and equipment shall be provided by the University of North Texas or by the Consortium as approved by the Board of Directors.
c) The University of North Texas shall provide office support staff sufficient to handle the Consortium work load efficiently and effectively as determined by the President and approved by the Board and the University of North Texas.
d) The Consortium President shall supervise and evaluate Consortium office support staff using the supervision and evaluation documents and processes of the University of North Texas.
Article IV Dues and Finance
Section 1: Membership Dues
The annual Consortium membership period shall be September 1 through August 31. Membership in the Consortium shall be automatically renewed each year unless the designated member representative notifies the Board of Directors no less than 15 days prior to the date of the summer Board meeting. Annual dues for the coming year shall be approved at the summer Board meeting. Consortium membership shall be open to the following:
a) Member Community Colleges
Each member community college shall pay annual dues according to a formula determined and approved by the Board of Directors. Annual dues are composed of two elements:
1. Fixed base rate dues
2. Variable rate dues based on the member community college’s student enrollment
b) Member Community College District Offices Member community college district offices desiring a voting position on the Board of Directors shall pay annual fixed base rate dues as determined and approved by the Board of Directors
c) Senior Affiliate Institution
The senior affiliate institution (University of North Texas) shall not pay annual membership dues. In lieu of annual membership dues, the University of North Texas shall provide the Consortium office space, furniture, equipment and support staff.
Invoicing
a) After annual dues are approved by the Board, the Consortium office shall prepare and distribute an invoice to each member institution.
b) Each member institution shall pay annual dues by November 30 of each year.
c) Failure to pay annual dues shall result in cessation of Board representation and assessment of non-member registration fees for Consortium events and programs until annual dues have been received in the Consortium office.
Section 2: Event and Program Registration Fees
a) Member Registration Fees
The Consortium shall charge member-rate registration fees to Member Community Colleges, Member Community College District Offices, and the Senior Affiliate Institution for Consortium events and programs. Event and program registration fees shall not be fixed. The Consortium shall charge a registration fee to each event or program participant in an amount sufficient to reimburse event or program costs and support Consortium operations. Member-rate registration categories are as follows:
1. Early-Bird Registration
Early-bird registration shall be offered from the date registration opens through the seventh day before each event or program start date.
2. Regular Registration
Regular registration shall be offered in the six days before each event or program. Normally, the regular registration fee shall be 120% of the early-bird rate for each event or program.
3. On-Site Registration
On-site registration shall be offered at each event or program. Normally, the on-site registration fee shall be 150% of the early-bird rate for each event or program.
b) Non-Member Registration Fees
The Consortium shall charge non-member-rate registration fees for Consortium events and programs. Event and program registration fees shall not be fixed. The Consortium shall charge a registration fee to each event or program participant in an amount sufficient to reimburse event for
program costs and support Consortium operations. Non-member registration shall be open to the following:
1. Employees of non-member public and private educational institutions;
2. Employees of local, state, national, and international government agencies;
3. Employees of local, state, national, and international educational non-profit agencies;
4. Employees of educational vendors participating as an event co-presenter with a member or non-member educational institution.
Non-member-rate registration categories are as follows:
1. Early-Bird Registration
Early-bird registration shall be offered from the date registration opens through the seventh day before each event or program start date. Normally, the non-member early-bird registration fee shall be 150% of the member early-bird registration fee for each event or program.
2. Regular Registration
Regular registration shall be offered in the six days before each event or program. Normally, the regular registration fee shall be 120% of the non-member early-bird rate for each event or program.
3. On-Site Registration
On-site registration shall be offered at each event or program. Normally, the on-site registration fee shall be 150% of the non-member early-bird rate for each event or program
Section 3: Event Sponsorship
An educational vendor may sponsor a Consortium event. The event sponsorship fee shall not be fixed. The Consortium shall charge a sponsorship to each educational vendor in an amount sufficient to reimburse event or program costs and support Consortium operations. Event sponsorship shall provide an educational vendor the following privileges:
a) The event sponsor’s logo shall be included in event electronic and printed materials including:
1. Call for Proposals;
2. Save the Date; and
3. Program
b) The event sponsor’s informational materials shall be included in event electronic and printed materials including:
1. Electronic conference program packet; and
2. Printed program packet inserts
An event sponsor shall:
a) Pay the sponsorship fee in full no less than one week prior to the event start date.
1. An event sponsor shall be included in the event call for proposals, save the date, and program materials only after the sponsorship fee has been received in the Consortium office.
b) Provide an electronic version of the vendor logo no less than one week prior to the event start date.
1. The vendor logo shall be approved by the Consortium office.
c) Provide copies of any vendor informational materials to be distributed to event participants no less than one week prior to the event start date.
1. Vendor informational materials shall be approved by the Consortium office. The Consortium retains the authority to withdraw an educational vendor’s event sponsorship at its discretion as it deems necessary and appropriate. In such a case, the educational vendor’s sponsorship fee shall be returned in full.
Section 4: Finance
a) The annual budget of the Consortium shall be developed and recommended by the Consortium President and approved by the Board of Directors.
b) The Consortium's fiscal year shall run from September 1 through August 31.
c) Consortium monies may be placed in appropriate accounts by the Consortium President for the purpose of accruing interest, invoicing, processing purchase orders, receiving and transferring funds, making payments, and performing other day-to-day or special fiscal operations.
d) Signature on all checks written on a Consortium account shall normally be that of the Consortium President. Others who may sign shall be the Chair of the Board of Directors, Immediate Past Chair of the Board of Directors, and Chair-Elect of the Board of Directors.
e) All purchases, including payment for professional services, exceeding $10,000 shall require the signatures of the Consortium President and Chair of the Board of Directors.
f) The Consortium President shall prepare and present monthly budget reports to the Executive Steering Committee for review.
g) The Consortium President shall prepare and present a budget report for each fiscal trimester (fall, spring, summer) to the Board of Directors at their regular meeting.
h) The Consortium President shall prepare and present a final budget report for the fiscal year September 1 through August 31 at the fall regular meeting of the Board of Directors.
i) The Consortium shall contract with an external accountant to conduct a yearly audit of Consortium finances. The yearly external audit report for the previous fiscal year shall be prepared by the external accountant and presented by the Consortium President at the summer regular meeting of the Board of Directors.
j) No external accountant shall conduct the yearly audit of Consortium finances for more than five consecutive years.
k) The Consortium shall maintain reserve funds equal to at least one year’s total budget.
Article V Committees
Committees, councils, task forces, teams, and other special committees shall support the planning and execution of the activities of the Consortium and make recommendations to the Executive Steering Committee and Board of Directors as appropriate.
Section 1: Standing Committees and Councils
a) Standing committees and councils shall function on a continuing basis with representation from each member college, district office, and the University of North Texas as recommended by the Executive Steering Committee and approved by the Board of Directors.
b) Each standing committee or council shall support and further a major goal of the Consortium.
c) Each standing committee or council shall develop and maintain a current purpose statement and other guidelines as might be needed for effective functioning.
d) The officers of each standing committee or council shall be a Chair, Chair-Elect, Immediate Past Chair, and Secretary. These officers shall perform essentially the same duties as their counterparts on the Board and Executive Steering Committee and shall follow the same timelines for election and terms.
e) The Consortium President shall be a non-voting, ex-officio member of each standing committee or council.
f) The Consortium shall maintain the following standing committees and councils:
1. Professional Development Committee;
2. Research and Institutional Effectiveness Committee;
3. Resource Development Committee;
4. International Education Committee; and
5. CLARA Advisory Council.
Section 2: Task Forces, Teams, and Other Special Committees
a) Task forces or other committees may be appointed as needed for a designated time to accomplish a specific objective.
b) The Board of Directors, Executive Steering Committee, or any standing committee or council may appoint such committees.
Article VI Professional Services
Section 1: Contract Services
In order to operate efficiently and effectively, the Consortium shall from time to time contract with a vendor to deliver professional services. Each professional service shall be governed by a Professional Services Agreement entered into jointly by the Consortium President and the vendor. Professional Services Agreements in excess of $10,000 shall require approval of the Chair of the Board of Directors. Each Professional Services Agreement shall include the following:
a) Vendor Information, including personnel, facilities, equipment, insurance, and bonding, as applicable;
b) Scope and type of service to be performed;
c) Service start and end date;
d) Criteria for acceptance of completed work;
e) Fee to be paid for service rendered; and
f) Signature of both parties to the Agreement. Each fee for professional services shall be paid in a single lump sum upon acceptance of completed work.
Section 2: CLARA Coordinator
a) A CLARA Coordinator shall be contracted annually to support the efficient and effective operation of the Consortium Leadership and Renewal Academy (CLARA).
1. The CLARA Coordinator Professional Services Agreement shall begin on September 1 and end on April 30.
2. An individual’s participation in a CLARA Coordinator Professional Services Agreement during a given fiscal year shall not imply renewal of the agreement will be offered for a subsequent year.
3. Renewal of an existing CLARA Coordinator Professional Services Agreement or execution of a new CLARA Coordinator Professional Services Agreement shall be approved by the Board of Directors at its summer meeting.
b) The CLARA Coordinator shall provide the following services in collaboration with the Consortium President:
1. Build and maintain the CLARA course site;
2. Participate as a member of the CLARA Advisory Council;
3. Develop and deliver CLARA curricula online and in monthly CLARA meeting general and breakout sessions;
4. Communicate with the site team for each CLARA meeting to ensure facilities, media, speakers, and catering arrangements have been made;
5. Support CLARA students throughout the CLARA program year by
i. Answering questions regarding course concepts and materials;
ii. Mentoring and supporting completion of the group presentation; and
iii. Mentoring and supporting completion of the individual project.
c) The CLARA Coordinator shall be paid in two equal payments at a rate approved by the Board.
1. The first payment shall be disbursed after the date of the December CLARA meeting.
2. The second payment shall be disbursed after the date of the April CLARA meeting.
d) Mileage reimbursement shall be paid for travel to and from each CLARA meeting site as calculated from the CLARA Coordinator’s home. Such mileage shall be reimbursed at the approved state rate.
Article VII Amendments
These By Laws may be amended at any regular or special meeting of the Board of Directors by the affirmative vote of two-thirds of the Board members.
