SRFIDC Bylaws Adopted by the membership, February 1991. Amended July 1993. Amended and approved March 2003. ARTICLE I:  PURPOSE AND ORGANIZATION      Section 1:  Name of the Organization      Section 2:  Purpose      Section 3:  Powers ARTICLE II:  MEMBERS      Section 1:  Application and Selection      Section 2:  Classes of Members      Section 3:  Membership Fees      Section 4:  Voting      Section 5:  Meetings      Section 6:  Notice of Members Meetings      Section 7:  Quorum at Members Meetings ARTICLE III:  EXECUTIVE COMMITTEE      Section 1:  Executive Committee Membership      Section 2:  Election of Executive Committee      Section 3:  Officers      Section 4:  Term of Office      Section 5:  Removal of officers      Section 6:  Vacancies      Section 7:  Regular Meetings of the Executive Committee      Section 8:  Special Meetings of the Executive Committee      Section 9:  Quorum      Section 10:  Action Without a Meeting      Section 11:  Committees ARTICLE IV:  FISCAL AFFAIRS      Section 1:  Fiscal Year      Section 2:  Accounting      Section 3:  Loans      Section 4:  Tax Exempt Status ARTICLE V:  AMENDMENTS

ARTICLE I--PURPOSE AND ORGANIZATION

Section 1. Name of the Organization
The name of the organization shall be the Southern Regional Faculty and Instructional Development Consortium (SRFIDC), an unincorporated, self-governing consortium of faculty and instructional development programs in institutions of higher learning located principally in the South.

Section 2. Purpose
The purpose of the Consortium shall be to promote instructional effectiveness in institutions of higher learning in the South by:

• Exchanging information on instructional and faculty development and institutional programs related to instructional improvement.
• Providing professional development activities for instructional and faculty development personnel.
• Engaging in cooperative projects for institutional change.
• Providing assistance to institutions attempting to organize instructional improvement or faculty development units or activities.
• Serving as a linking agent for identifying and /or pooling resources.
• Sharing successes and failures.

ARTICLE II--MEMBERS

Section 1. Application and Selection
Any person or organization interested in the purposes and goals of the SRFIDC may become a member upon payment of dues.

Section 2. Classes of Members
The Consortium shall have membership classes to represent individual and institutional members.  Institutional membership will be allotted two votes per institution.  Additional classes of membership may be identified by the membership or the Executive Committee and established by a majority vote of the institutional members attending the annual conference.

Section 3. Membership Fees
The amount of the membership fees paid per year shall be established by a majority vote of the members at the annual conference.  Membership fees will be used primarily to support the expenses of the annual sharing conference.

Section 4 Voting
Each individual member shall have one vote in the election of the Executive Committee and all other business matters.  Member institutions represented at the annual sharing conference shall have two votes per institutional membership.  Member institutions and individuals represented at the annual conference shall be able to vote on all matters presented to the members by the Executive Committee.  Proxy voting shall not be allowed.  Voting by mail shall be allowed for matters other than the election of the Executive Committee.

Section 5. Meetings
There shall be a sharing conference of the Consortium, the date, time, and place to be set by the Executive Committee. The conference will be open to individuals, including those organizations that do not qualify for institutional membership, on condition that they pay fees as members. Provision shall be made at each annual sharing conference for a business meeting in which the membership will review policy matters and program priorities of the Consortium.

Section 6.  Notice of Members Meetings
Written, electronic or printed notice stating the place, date, and hour of the meetings shall be delivered not less than fourteen days before the day of the meeting, either personally, by mail, or electronically, by or at the direction of the Executive Committee, to the last known address of each member entitled to vote at such a meeting.

Section 7. Quorum at Members Meetings
A quorum at member meetings shall consist of a majority of the total membership.  For action to be taken at a meeting where a quorum is present there must be a simple majority vote of those present.

ARTICLE III--EXECUTIVE COMMITTEE

Section 1. Executive Committee Membership
Executive Committee membership is limited to five individuals, preferably elected from different institutions.  A Committee member will hold office until he/she resigns, is removed, or until a successor has been elected.  If the individual elected leaves an institution for any reason, he/she can remain as a representative to the Committee.  An institution's alternate member may also perform the elected member's function on the Committee, if so desired.

Section 2. Election of Executive Committee
Committee members shall be nominated and elected by the members in attendance at the annual meeting and shall serve staggered three-year terms as in the following example:

Nominations will be entertained from the floor, and eligible individuals may nominate themselves. Election shall be by secret ballot.

Nominees receiving the largest number of votes will be declared elected. In case of a tie, the Executive Committee shall make the selection by a vote of its existing members. The Chair of the Executive Committee shall be designated as one of the five members on the Committee but shall serve in the same manner as the other Committee members.

Section 3. Officers
The Officers of the Executive Committee of the Consortium shall be a Chair of the Executive Committee, Secretary, and a Treasurer.  The Chair shall be elected by the voting membership of the consortium and the Secretary and Treasurer chosen by the executive committee from among its five members.

Section 4. Term of Office
Officers will assume their responsibilities at the close of the annual sharing conference. Each officer shall hold office for a three-year term and function in the office until a successor has been duly elected or appointed and place.  An officer shall be qualified for one additional three-year term.

Section 5. Removal of Officers
An Executive Committee member may be removed by a vote of four of the Committee members, at a meeting called expressly for that purpose or by a vote of the membership at the regular annual meeting of the Consortium, whenever in their judgment the best interests of the Consortium would be served.

Section 6. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Executive Committee for the unexpired portion of the term. This action can be taken at a regularly scheduled meeting or by mail or electronic ballot.

Section 7. Regular Meetings of the Executive Committee
The Executive Committee shall meet at the Consortium's annual sharing conference to handle such business as may properly come before the committee.

Section 8. Special Meetings of the Executive Committee
Special meetings of the Committee may be called at the request of the Chair or a majority of the Committee, at a place and time mutually convenient to Committee members Meetings may be by electronic or other means as deemed appropriate and provided that at least four members can attend.

Section 9. Quorum
Four members of the Committees shall constitute a quorum of the Committee.

Section 10. Action Without a Meeting
Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if consent in writing or via electronic means, setting forth the action to be taken, shall be signed or electronically approved by all five members of the Committee.

Section 11. Committees
The Executive Committee or Chair may designate and approve one or more committees for special purposes. Each special committee shall consist of at least one Executive Committee member, plus additional persons drawn from the general membership of the Consortium.  However, special committees will not have or exercise the authority of the Executive Committee.

ARTICLE IV--FISCAL AFFAIRS

Section 1. Fiscal Year
The fiscal year of the Consortium shall begin on July 1 in each year and end on June 30 in the next year.

Section 2. Accounting
The treasurer shall make full and complete reports of accounts to the membership at the annual meeting and shall be prepared to render such accounts to the Executive Committee or any of the Consortium's members, with 10 days' notice, at any point during the fiscal year.

Section 3. Loans
No loans shall be made by the Consortium to its directors or officers.

Section 4. Tax Exempt Status
This Consortium is organized exclusively for educational purposes, including for such purposes, the making of distributions to organizations under section 501(C) (3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).  No part of the earnings of the Consortium shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the Consortium shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(C)(3) purposes. No substantial part of the activities of the consortium shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.  Notwithstanding any other provision of these articles, the organization shall not carry on any activities not permitted to be carried on (a) by a corporation /organization exempt from Federal income tax under Section 501(C)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).  Upon the dissolution of this organization assets shall be distributed for one or more exempt purposes within the meaning of Section 501(C)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.

ARTICLE V:  AMENDMENTS
These Bylaws may be altered, amended, or repealed and/or new Bylaws adopted by a majority of the membership attending any annual meeting.

Page maintained by Eric Main
Updated October 2007.