Bylaws

ARTICLE I. NAME

The name of this organization shall be GEORGIA EDUCATION ADVANCEMENT COUNCIL, INC., hereafter referred to as GEAC.

ARTICLE II. PURPOSE

GEAC is a nonprofit, professional education organization which supports the cause of higher education in the state of Georgia. GEAC’s goals are to increase the advancement functions of our public and private colleges and universities and strengthen objectives of education professionals in the broad areas of alumni relations, marketing, communications, development, and advancement services.

ARTICLE III. MEMBERSHIP

Section 1. Members

Any person having an interest in the objectives of the organization are eligible for membership and shall have voting rights.

Section 2. Honorary Members

The Board of Directors, by a majority vote, may elect as Honorary members any persons having rendered some special and conspicuous service to GEAC or the advancement functions of higher education. Honorary members shall be invited to participate in meetings and conferences, however, will not have voting rights.

ARTICLE IV. MEETINGS

Section 1. Annual Meeting

The annual meeting shall be held once per year. The time and place shall be determined by the Board of Directors and notice emailed to each member at least 10 days before said meeting.

Section 2. Additional Meetings

The Board of Directors may at their discretion hold additional meetings throughout the year.

Section 3: Board of Director Meetings

The Board will at minimum hold semi-annual meetings. Special meetings may be called at the discretion of the President or majority of the members of the Board of Directors. An advance agenda and minutes must be prepared for all meetings.

Section 4: Quorums
At any duly called meeting a percentage of members shall constitute a quorum; at a board meeting, a majority of directors present shall constitute a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine members. In that case, five shall constitute a quorum.

Section 5: Electronic Business

The business of the Board of Directors, committees and full membership meetings may be transacted by telephone, email, electronically, or written correspondence. Board members participating or appearing via electronic means shall be deemed present for the purposes of a quorum.

ARTICLE V. BOARD OF DIRECTORS

Section 1. Composition of the Board

The Board of Directors will serve three-year terms. The Board shall consist of a reasonably balanced representation of large, small, private, and public institutions.

Section 2. Elections

A Director may be elected for up to two (2) consecutive three-year terms. The offices of president, immediate-past president, vice president, treasurer, and secretary shall be exempt from term limitations while serving in those capacities.

Section 3. Voting

The Directors shall be elected by a majority vote of the current Board or via a majority vote by electronic communications.

Section 4. Attendance

A member of the Board who is absent from three consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of the Board at any meeting thereof.

Section 5. Advisory

The Board may appoint non-voting advisory board members for such terms and upon such conditions as the Board desires. They shall be notified and encouraged to attend all Board meetings and participate in discussion of matters brought before the Board.

Section 6. Indemnification

GEAC may, by resolution of the Board of Directors, provide for indemnification of all current or former officers and directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which any of them are made parties, or a party, by reason of having been officers and/or directors of the GEAC. The exception relates to matters as to which such individuals shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

Section 7. Rights and Liabilities of Directors

No Director of GEAC shall have by virtue of office any personal rights or interest in the assets of GEAC, nor shall the property of any Director on any account be liable for any of the obligations of the organization.

ARTICLE VI. OFFICERS

Section 1. Composition of Officers

The officers shall consist of a president, a president-elect, a secretary, a treasurer, and the immediate past president.

Section 2. Eligibility

Persons who have been members of this organization for at least one (1) year, at any time, shall be eligible for election as officers. No person shall be eligible for election as an officer who is not an elected member of the Board of Directors.

Section 3. Election of Officers and Terms

The president, president-elect, secretary and treasurer shall be elected by the Board of Directors and confirmed at the annual meeting each year. The president and president-elect shall serve one-year terms while the secretary and treasurer shall serve a minimum two-year term with a maximum of three (3) consecutive terms. The officers shall begin service on the first day of the month following their confirmation at the annual meeting of GEAC.

ARTICLE VII. DUTIES OF THE OFFICERS

Section 1. President

The president shall preside at all meetings of GEAC, the Board and executive committee, or may appoint a presiding officer. The president shall appoint such committees as are necessary and shall be an ex-officio member of all committees. He/she shall review all invoices and charges submitted for payment. Funds may be disbursed by the treasurer only with the president's written approval. The president shall be the authorized signature on contracts for purposes as approved by the Board. He/she shall perform other such duties as may be provided by these By Laws and by the resolutions of GEAC.

Section 2. President-Elect

The president-elect shall assume the duties of the president in the president's temporary absence; shall conduct meetings in absence of the president; shall serve as chairperson of the annual GEAC conference; shall perform other such duties as may be assigned by the president. The president-elect shall approve all related conference expenses via the reimbursement request or by being notified of purchases in advance via email.

Section 3. Secretary

The secretary shall be responsible for recording the proceedings of all meetings of GEAC; maintaining correspondence with the executive committee and Board of Directors; notifying appropriate members of called meetings and other duties as defined by the president.

Section 4. Treasurer

The treasurer shall be responsible for overseeing all banking and financial records of the organization as well as financial reports as required by the Board of Directors and the GEAC membership; shall be ex-officio member of any committees established for budgetary or financial purposes. The Treasurer shall be the authorized signature on checks, which shall not be written without a supporting invoice approved in writing by the president. In addition, all conference related invoices and charges will also be approved by the president-elect.

Section 5. Immediate Past President

The immediate past president shall chair the nominating committee which is responsible for overseeing nominations for Board members and officers. The president may appoint someone to chair the nominating committee in lieu of the immediate past president.

ARTICLE VIII. COMMITTEES

The president of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee chairs. The President of the Board may appoint such ad hoc committees and their chair as deemed necessary to carry out the program of GEAC. Committee appointments shall be at the will and pleasure of the president and shall serve concurrently with the term of the appointing president of the Board unless a different term is approved by the Board of Directors. It shall be the function of committees to carry out such activities as delegated to them by the Board.

Section 1. Executive Committee

Members of the executive committee include the president, president-elect, past-president, treasurer, and secretary. The committee shall be responsible for recruiting new board members, oversee By Laws, follow the organization’s strategic plan, and have fiscal responsibility of the organization.

Section 2. Nominating Committee

The Board of Directors shall appoint a nominating committee of 3-4 members of Board. The President of the Board shall designate the chair of the committee. The nominating committee shall present to the president a slate of candidates as needed to replace the Directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. The incoming president may appoint, subject to approval of the Board, a director to serve a third consecutive term. Terms shall begin on the first day of the month following election.

Section 3. Conference Planning Committee

Chair of the committee shall be the president-elect. The committee shall be responsible for planning and implementing the organization’s annual conference as well as recruiting members to assist with coordination of said conference.

Section 4. Membership Committee

Committee chair shall be appointed by the president. The committee shall be responsible for recruiting new members, maintaining member database, analyzing membership participation trends (i.e. conference attendance, LYBUNT, SYBUNT, etc.).

Section 5. Marketing & Communications Committee

Committee chair shall be appointed by the president. The committee shall be responsible for the quarterly newsletter, member spotlight, marketing of conference, maintaining website and social media.

Section 6. Engagement Committee

Chair shall be appointed by the president. The committee shall be responsible for providing industry content for newsletter, producing webinars, sharing and producing relevant content to be distributed to the membership, and facilitate networking and social events.

Section 7. Limitation of Authority

No action by any member or committee shall be binding upon, or constitute an expression of, the policy of GEAC until it has been approved by the Board of Directors.

ARTICLE IX. TAX STATUS

GEAC shall not carry on any activity or do any act which would prevent the organization from being exempt from Federal Income Taxes under Section 501 (c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision or provisions of any future United States Internal Revenue Code).

ARTICLE X. FINANCES

Section 1. Funds

All money received by GEAC shall be placed in a general operating fund. Unused funds from the current year can be placed in a reserve account and rolled into the next year.

Section 2. Disbursements

Only the president, president-elect and treasurer are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be by check or by electronic means.

Section 3. Fiscal Year

The fiscal year for GEAC shall begin on January 1 and end on December 31.

Section 4. Annual Reporting

As soon as reasonably possible following the close of each fiscal year, the annual financial reports and annual tax return shall be reviewed by the Board of Directors and filed accordingly.

ARTICLE XI. DISSOLUTION

GEAC shall use its funds only to accomplish the objectives and purposes specified in these By Laws, and no part of said funds shall inure or be distributed to the members or directors of GEAC. On dissolution of GEAC, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the board of directors as defined in IRS Section 501(c)(3).

ARTICLE XII. AMENDMENTS

These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors present at any regular or special meetings of the Board of Directors, provided that notice for the meeting includes proposed amendments in writing at least five (5) days prior to such meeting by the Secretary.

Revised November 17, 2021 by the Bylaws Committee

Approved November 19, 2021 by the Board of Directors