CCEC Bylaws

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BYLAWS
Of
CAROLINA CLINICAL EDUCATION CONSORTIUM
As Amended October 2010
ARTICLE I
PURPOSE, OFFICES
Section 1.1 Purpose. The purpose of the Carolina Clinical Education Consortium (the “Organization") is to promote and support quality clinical education for physical therapists and physical therapist assistants.
Section 1.2 Offices. The principal office of the Organization shall be either in the State of North Carolina or the State of South Carolina, as may be determined from time-to-time by the Board of Directors. If the Organization is required by law to maintain a registered office, it need not be identical to its principal office. The Organization may also maintain other offices at other places as the Board of Directors shall determine from time-to-time or as the affairs of the Organization require.
ARTICLE II
MEMBERS AND MEETINGS OF MEMBERS
Section 2.1 Types and Qualifications of Members. Members of the Organization shall be either educational members, clinical site members or individual members. Educational members are all those institutions in North Carolina and South Carolina which offer accredited physical therapy and physical therapist assistant educational programs or have been recognized as having Candidacy status by the Commission on Accreditation in Physical Therapy Education. Clinical site members are all those clinical sites which serve as clinical education centers for the educational members. An individual member is any physical therapist or physical therapist assistant who owns a clinical practice or is employed by an educational or clinical site member.

Section 2.2 Place of Meetings. All meetings of members shall be held at such place in either North Carolina or South Carolina as shall be designated by the Board of Directors.
Section 2.3 Annual Meeting. The Organization shall hold an annual meeting or conference once each year, the exact time and place of which shall be designated by the Board of Directors. The purpose of such meeting shall be to provide programming for the clinical education membership and to transact such other business as should be brought before the meeting.
Section 2.4 Special Meetings. Special meetings of the members of the Organization may be called at any time pursuant to written notice at the request of either the President or a majority of the Board of Directors or upon a written demand of at least twenty-five percent (25%) of the members. The demand for such meeting shall specify the purpose(s) for which said meeting is to be held and shall be dated, signed and delivered to the Secretary of the Organization. Notice of such special meeting shall be given by the Secretary to the members within ten (10) days after receipt of the demand requiring the call of such meeting. Any business conducted at such special meeting shall be limited to that specified in the notice of said meeting.
Section 2.5 Notices of Meetings. Printed or electronic notice specifying the date, time and place of the annual meeting shall be given to each member not less than thirty (30) days and for any special meeting the members shall be given printed or electronic notice specifying the date, time and place not less than ten (10) days before the date thereof. In the case of a special meeting, the notice of meeting shall also state the purpose(s) for which the meeting is called. In the case of the annual meeting, the notice need not specify the purpose(s) or the business to be transacted thereat unless such statement is specifically required by law. Notice of any meeting adjourned for more than sixty (60) days after the date fixed for the original meeting shall be given in the same manner as for the original meeting, otherwise it shall not be necessary to give notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken.
A member’s attendance at a meeting constitutes a waiver of: (i) objection to lack of notice or defective notice of the meeting unless the member at the beginning of said meeting objects to holding the meeting or transacting business thereat; and (ii) objection to consideration of a particular matter at the meeting that is not within the purpose(s) stated in the notice of meeting unless the member objects to considering the matter before it is voted upon.
Section 2.6 Organization of Meeting. Each meeting of members shall be presided over by the President as Chairperson or such other person as the President shall designate. In the absence of the President or the President’s designee, the members present at the meeting shall select one of their number to preside at the meeting. The Secretary or such other person as the Secretary shall designate shall act as secretary of the meeting. In the absence of the Secretary or the Secretary’s designate, then the Chairperson presiding over the meeting shall select the person to act as the Secretary of the meeting.
Section 2.7 Voting of Shares. Voting members shall be only those members who are also members of the Board of Directors as specified in Article III, Section 3.2. All voting members shall be entitled to vote on all matters submitted to a vote at a meeting or as designated by printed or electronic format. Except as otherwise provided herein or by law, if a quorum exists, action on a matter is approved if the votes cast in favor of such action exceed the votes cast in opposition to such action.
ARTICLE III
DIRECTORS
Section 3.1 General Powers. Unless otherwise herein specifically provided to the contrary, all powers of the Organization shall be exercised by or under the authority of, and the business and affairs of the Organization shall be managed under the direction of, the Board of Directors. The Board of Directors shall also plan, implement and evaluate all programming provided by the Organization to support clinical education.
Section 3.2 Number, Term and Qualifications. Voting directors of the Organization shall consist of the officers of the Organization, the Academic Coordinator of Clinical Education (ACCE) or Director of Clinical Education (DCE) from each educational member, and the Center Coordinator of Clinical Education (CCCE) or Clinical Instructor (CI) from each clinical site member who is elected to serve on the Board of Directors. Each Director carries one vote except when the ACCE/DCE position for an educational member is shared by two or more persons, only one vote shall be cast. As additional educational programs receive accreditation, the number of directors shall be adjusted accordingly.
Each director (other than the officers) shall serve at the pleasure of the educational member appointing the said director.
Three (3) to five (5) clinical members from North Carolina and three (3) to five (5) clinical members from South Carolina shall be eligible to serve to two (2) consecutive, three-year terms. The initiation and completion of terms shall be staggered over a three-year period, with one North Carolina and one South Carolina clinical member completing their term in any given year.
The following additional persons shall be permitted to attend meetings of the directors but shall not be entitled to vote hereat: invited guests, consultants, past representatives,
and other representatives from the member programs as appropriate.
Section 3.3 Executive Committee. There shall be an Executive Committee of the Board of Directors which shall consist of the Executive Director, President, Treasurer, Recording Secretary, and the Membership Secretary of the Organization. The President, Treasurer, Recording Secretary and Membership Secretary may designate another director to act in their place at meetings of said committee. The Executive Committee shall have and may exercise all of the authority of the Board of Directors except as may be otherwise restricted by the Board of Directors and except that said committee may not adopt, amend or repeal bylaws for the Organization. The Executive Committee shall communicate with and report to the Board of Directors on a regular basis and plan and coordinate actions of the Board of Directors, such as: (i) strategic planning; (ii) budget preparation; (iii) expenditures of the Organization’s funds; (iv) the status of the Organization’s finances; (v) scheduling meetings of the Board of Directors and the members; and (vi) appoint task forces as needed.
Section 3.4 Committees. The Board of Directors may appoint other committees from among the directors. Each such committee shall consist of at least three (3) members and shall have such authority as shall be designated by resolution of the Board of Directors.
Section 3.5 Meetings of Directors. A regular annual meeting of the Board of Directors shall be held each year, the exact time and place of which shall be designated by the Board of Directors. The purpose of such meeting shall be to elect directors or officers of the Organization, approve the budget and to transact such other business as may properly be brought before the meeting. The Board of Directors shall hold at least one (1) other regular meeting during each fiscal year, and may hold such additional meetings as they may provide by resolution. Meetings of the Board of Directors may be called by or at the request of the President or any three (3) directors. All such meetings shall be held in either North Carolina or South Carolina.
Section 3.6 Notices of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting shall, at least ten (10) days before the meeting, give printed or electronic notice thereof to all directors. Such notice shall specify the purpose for which the meeting is called.
The attendance of a director at or participation in a meeting shall constitute a waiver by such director of notice of such meeting unless the director at the beginning of the meeting (or promptly upon his/her arrival) objects to holding said meeting or to the transaction of business at said meeting and does not thereafter vote or otherwise assent to action taken at said meeting.
Section 3.7 Quorum. A majority of the number of directors fixed or prescribed by these Bylaws shall be required for, and shall constitute, a quorum for the transaction of business at any meeting of the Board of Directors, or for the transaction of business of any matter responded to in printed or electronic format.
Section 3.8 Manner of Acting. If a quorum is present when a vote is taken, then the affirmative vote of a majority of the directors present shall be the act of the Board of Directors unless otherwise required by these Bylaws or applicable law.
ARTICLE IV
OFFICERS
Section 4.1 General. The officers of the Organization shall consist of an Executive Director, President (who shall also be the Chairperson of the Board of Directors), Treasurer, Recording Secretary, and Membership Secretary. The President may also serve as the Secretary, but otherwise no two offices may be held by the same person. The title of an officer may include additional duties as prescribed by the Board of Directors. The officers, except for the Executive Director, shall be elected by the Board of Directors at its annual fall meeting and shall serve at the pleasure of the Board of Directors. Officers shall be eligible to serve for two (2) consecutive, three-year terms. The initiation and completion of terms shall be staggered over a three-year period, with only one officer term completion in any given year. Any officer may be removed by the Board of Directors at any time with or without cause. All officers shall serve without compensation but shall have their reasonable and necessary expenses incurred on behalf of the Organization reimbursed by the Organization upon the presentation of an itemized account thereof in such detail as the Organization may reasonably require so as to be able to deduct the said expenses for federal income tax purposes.
Section 4.2 Executive Director. The Executive Director serves at the discretion of the Board of Directors. When an executive director is in place, his/her responsibilities shall include administrative oversight of initiatives prioritized by the Board. The executive director shall serve to improve effectiveness and efficiency of the Board’s officers and all members of the consortium.
Section 4.3 President. The President shall be the Chairperson of the Board of Directors of the Organization and shall have all of the duties and authority of said offices. The President shall schedule and arrange meetings of the Executive Committee of the Board of Directors and coordinate communication between members of said committee, shall serve as a representative of the Organization as required, and shall serve as an ex-officio member of all other committees and task forces. The President shall also have such other and additional duties and authority as may be delegated by the Board of Directors.
Section 4.4 Treasurer. The Treasurer shall have custody of all funds and securities belonging to the organization and shall receive, deposit or disburse the same under the direction of the Board of Directors; shall keep or cause to be kept full and accurate accounts of the finances of the Organization, and shall generally have charge over the Organization’s assets and liabilities as of the close of said fiscal year, and of the results of its operations and of cash flows for such fiscal year. The Treasurer shall also prepare and file, or cause to prepared and filed, all reports and returns required to be filed by federal, state or local law and shall generally perform all other duties incident to the office of Treasurer and such other duties as may be assigned from time-to-time by the President and the Board of Directors.
Section 4.5 Recording Secretary. The Secretary shall have the responsibility and authority to maintain and authenticate the corporate records of the Organization; shall keep or cause to be kept accurate records of the acts and proceedings of all meetings of the members, the Board of Directors and all committees; shall serve as chairperson in the absence of the Chairperson; shall handle all correspondence for the Organization; shall serve on the Bylaws Committee and shall give or cause to be given all notices required by law and/or these Bylaws; shall have general custody of the corporate books and records and the corporate seal, if any; shall sign all instruments requiring the signature of the Secretary; and shall generally perform all other duties incident to the office of Secretary and such other duties as may be assigned from time-to-time by the President and the Board of Directors.
Section 4.6 Membership Secretary. The Membership Secretary shall be responsible for developing, coordinating and implementing a strategic plan for the development and recruitment of clinical site members and recognizing clinical instructors. They shall maintain an accurate list of all Directors, and all members of any committee of the Board of Directors and perform such other duties as may be assigned from time-to-time by the President and the Board of Directors.
 
ARTICLE V
FINANCES, DUES, DISCAL YEAR, CONTRACTS, LOANS, DEPOSITS
Section 5.1 Finance. The Board of Directors of the Organization shall approve by majority vote the annual budget at the September meeting of the members. Any individual expenditure involving more than thirty percent (30%) of the annual budget shall be approved by at least two-thirds (2/3) of the directors. Directors who are absent shall be allowed to approve the budget or other financial decisions by proxy or absentee ballot.
Section 5.2 Dues. Dues for each fiscal year shall be Two Hundred Fifty & 00/100 Dollars ($250.00) for each educational member only. No other member shall be obligated to pay dues.
Section 5.3 Fiscal Year. The fiscal year of the Organization shall be July 1st through June 30th of each year.
Section 5.4 Contracts. The President and Secretary are authorized to enter into contracts on behalf of the Organization. They may do so without further authorization if the amount involved is less than one percent (1%) of the annual budget of the Organization. Contracts involving expenditures of a greater amount shall be by specific approval of the Board of Directors.
Section 5.5 Loans. No loans shall be contracted on behalf of the Organization and no evidence of indebtedness shall be issued in its name unless specifically authorized by a formal resolution of the Board of Directors.
Section 5.6 Checks. All checks, drafts or other orders for the payment of money issued in the name of the Organization shall, if under the sum of $ 1,000, be signed by the
Treasurer or President alone. Payments in excess of $1000.00 must have approval (printed or electronic) of the President and Treasurer prior to the payment of money by either officer.
Section 5.7 Deposits. All funds of the Organization not otherwise employed or invested shall be deposited to the credit of the Organization in such depositories as the Board of Directors shall select from time-to-time.
ARTICLE VI
APPROVAL AND AMENDMENT OF BYLAWS
Section 6.1 Approval. These Bylaws shall be approved by two-thirds (2/3) of the Board of Directors by printed or electronic ballot. A copy of these Bylaws shall be submitted to each of the directors by printed or electronic mail together with a ballot, and each director shall be given at least thirty (30) days from the date of notification within which to respond and cast his/her ballot.
Section 6.2 Amendment. Any amendment to these Bylaws shall be approved in the same manner as the approval process. Any ballot shall be accompanied by a copy of the proposed amendment. Notwithstanding the foregoing, stenographic and clerical errors may be corrected by the Executive Committee and a copy thereafter circulated to each director.
Section 6.3 Bylaw Reviews. A committee appointed by the Board of Directors shall review these bylaws every three years.