Article I
Name The name of this non-profit corporation shall be the “Consortium of Liberal Arts Schools and Independent Colleges, “ hereinafter in the Bylaws referred to as the consortium. The name is also recognized in its shortened form, CLASIC.
Article II
Membership A. There are two classes of membership in the Consortium of Liberal Arts Schools and Independent Colleges: regular and individual. B. Regular Membership shall be granted to:

    1. Any two or four-year institution of higher education in Southern California granting associate of arts/sciences degrees, baccalaureate degrees, or higher. 2. Any institutional member school may have multiple consortium representatives, each representative with full voting privileges. The member functions could include, but not be limited to, career center administration, career counseling, employer relations or training of Southern California students and graduates exclusively for their own organization.

C. Individual Membership shall be granted to professionals and graduate students who are not permanent employees in regular membership institutions, or who do not meet the criteria for Regular Membership.

    1. Individual members shall not be entitled to vote. 2. Individual members shall not be eligible to hold elective office, but may serve on CLASIC Committees; exceptions may be made by majority membership vote.

D. The qualified applicant must be approved by the Vice President Membership. E. A member may resign at any time upon giving written notice to the Vice President Membership. F. Membership requires compliance with principles and practices published by the Mountain Pacific Association of Colleges and Employers and by the National Association of Colleges and Employers.
Article III
Dues Member dues shall be payable in advance on or before August 15 of each year. The amount of dues shall be determined by a vote of the membership based on recommendations provided by the Executive Board.
Article IV
Meetings A. Three annual meetings, and special meetings, if required, shall be called at a time and place determined by the membership based on recommendations provided by the Executive Board. B. Annual meetings are to be held in the Southern California area while special meetings may be conducted outside of the area in conjunction with the regional MPACE/NACE meetings.
Article V
Quorum A majority of the members of the consortium present as a scheduled meeting shall constitute a quorum.
Article VI
Executive Board and Officers A. Executive Board

    The Executive Board, functioning as the Corporate Board of Directors, shall be the governing board of the consortium and shall be composed of the officers of the consortium. Executive Board members must be dues-paying regular member representatives.

B. Officers

Article VII
Nominations and Elections The election and installation of officers shall be held every two (2) years as provided below: A. The Vice President Membership shall provide each voting member with an email invitation to put himself or herself or another member on the ballot. This nominating ballot is to be provided no later than sixty (60) days prior to the third annual meeting. All nominating ballots are to be returned to the Vice President Membership no later than thirty (30) days prior to the third annual meeting. B. The Vice President Membership shall provide an email ballot to the membership at thirty (30) days prior to the third annual meeting. The Vice President Membership will tally the votes received and the member(s) receiving the most votes for each position shall be elected. The newly elected board will be announced at the third annual meeting. The newly elected officers will meet with the outgoing officers at a time convenient for all concerned but not prior to the close of the third annual meeting and not later than one month prior to the first annual meeting the following fall. C. In special cases where the Executive Board wishes to establish a new officer position, the Vice President Membership shall (1) provide each voting member with an email invitation to put himself or herself or another member on the voting ballot, (2) email the voting ballot to members, (3) tally ballots, and (4) announce the majority vote winner to members via email.
Article VIII
Duties of Officers A. President

    1. Shall preside at all meetings of the Executive Board and at the three Annual Meetings of the membership. 2. Shall appoint all committee chairs, such appointments being subject to the approval of the Executive Board. 3. Shall call all special meetings. 4. Shall be ex officio member of all committees. 5. Shall serve as lead content contributor and general editor of consortium’s website.

B. Vice President Programs

    1. Shall assume the duties of the President in his/her absence. 2. Shall coordinate activities of each of the three annual meetings, which require a considerable amount of time. The program agenda shall be determined with input from the members and the Executive Board. 3. Shall recruit speakers/panelists. 4. Shall work with host schools on event logistics. 5. Shall manage the host school instructions page on consortium’s website.

C. Vice President Membership

    1. Shall create and manage membership spreadsheets and forms using shared online documents. 2. Shall send out membership renewal notices between July 1 and 15. 3. Shall maintain and update a current membership list on the consortium website to reflect current data from membership spreadsheets. 4. Shall be responsible for the annual election process using online forms.

D. Vice President Communications

    1. Shall keep the records of the meetings of the Executive Board, the annual meetings, and any special meetings. 2. Shall send out via email and notices as designated by the Executive Board to the general membership. 3. Shall via email and social media inform general membership of annual meeting dates, topics, etc. 4. Shall manage consortium’s LinkedIn group and establish/maintain consortium’s presence on other relevant social media channels.

E. Vice President Finance

    1. Shall have charge of all monies of the consortium. 2. Shall pay all bills submitted and approved by the Executive Board or President. 3. Shall sign and mail all checks and reimbursements. 4. Shall submit a report annually to the membership. 5. Shall cause all monies to be deposited in the name of the consortium in a financial institution approved by the Executive Board. 6. Shall provide receipt to each member upon receiving payment of dues, as requested. 7. Shall provide meeting registration invoices to members upon request. 8. Shall purchase door prizes for the three annual meetings. 9. Shall monitor and reconcile all financial activity posted on bank statement, PayPal, and spreadsheet data, including membership dues and meeting registration payments.

F. Vice President Technology

    1. Shall update and maintain consortium website in consultation with individual Executive Board members. 2. Shall create web content, which may include: text, images, banners, audio, video, and more. 3. Shall implement and manage interactive web media, which may include: forms, social media integration, shopping cart, and more.

Duties and Authority of the Executive Board A. The Executive Board shall:

    1. Have general supervision over the affairs of the consortium and have full power to conduct the business of the consortium between annual meetings of the membership. 2. Decide upon the time and place of the annual meetings of the membership. 3. Report to the consortium at each meeting of the membership business transacted by it since the last preceding meeting.

B. A majority of the members of the Executive Board shall constitute a quorum. C. A meeting of the Executive Board shall be held each summer prior to the start of the academic year. D. At least fifteen (15) days prior to the regular meeting of the Executive Board, a notice of the meeting containing a memorandum of the proposed business to be considered shall be sent to each member of the Executive Board. A map shall be provided giving directions to the meeting site as well as parking permit when appropriate. E. Special meetings of the Executive Board may be called as the request of the President. F. The Vice President Communications shall be responsible for the emailing of a notice of each regular or special meeting of the Executive Board to each member of the Executive Board. G. Any member of the Executive Board being absent from three (3) consecutive meetings, without acceptable reason, shall be considered as having resigned from the Board.
Personal Liability An officer of the Consortium of Liberal Arts Schools and Independent Colleges shall not be personally liable for monetary damages for any action taken, or any failure to take action, as an officer unless (1) the officer has breached or failed to perform the duties of his/her office under related standard of care; or (2) the breach or failure to perform constitutes gross negligence and intentional wrongdoing.
The Consortium of Liberal Arts Schools and Independent Colleges may indemnify each officer acting on its behalf against liability and all or part of any expenses, including attorney’s fees, incurred in connection with any legal action in which the officer is made a defendant by reason of his/her good faith efforts as set forth on behalf of the consortium. This indemnification does not extend to conduct deemed by the consortium to have been undertaken in bad faith or contrary to any law, rule or policy of the consortium. As a condition of receiving indemnification, the officer shall allow the consortium to appoint counsel for him/her and shall agree to a coordinated defense to the extent deemed appropriate by the consortium. Counsel appointed for the officer may, at the discretion of the consortium, be the same counsel appointed to represent the consortium and/or other officers. The consortium shall also determine the extent of its financial commitment to indemnify and reimburse expenses based on the circumstances of each case and the financial viability of the consortium at the time.
Article IX
Committees A. The Executive Board shall have the authority to establish standing, administrative, and ad hoc committees to provide programs and services to the members and facilitate the consortium’s business. B. Subject to approval of the Executive Board, the incoming President shall appoint Chairs for all standing and administrative committees prior to the first Executive Board meeting that he/she presides over. The President, subject to approval of the Executive Board, shall in a timely fashion, fill Committee Chair vacancies but the appointment shall be limited to the President’s term of office. C. The term of office for Committee Chairs is two (2) years and Committee Chairs may be reappointed for a second term at the discretion of the current President. Committee Chairs must be dues-paying members. D. Standing Committee Chairs shall appoint committee members with the consent of the President. Committee members need not be dues-paying members, but must be employees of member organizations.
Article X
Affirmative Action The Consortium is committed to affirmative action in its membership and election procedures and in its activities, as well as to the support of employment and placement of minorities, women, veterans, persons with disabilities and other protected groups.
Article XI
Rules of Order “Robert’s Rules of Order, Revised” shall be he authority upon all questions not covered by the Articles of Incorporation, the Bylaws, or the Laws of the State of California. The Vice President Finance shall be the Consortium Parliamentarian.
Article XII
Amendments These Bylaws may be amended or revised upon recommendations of the Executive Board and approval by two-thirds (2/3) of the members voting.