PREAMBLE
We believe education is essential for realizing the fullest potential of each member of our society and that appropriate higher education should be available to all who can benefit from it. Though diverse in purpose, in type, in control, in size, and in geographic location, members of the Association share a singleness of concern and dedication to this educational mission.
ARTICLE I. NAME
The name of this organization will be "American Association of Community Colleges."
ARTICLE II. PURPOSES
The Association is organized and shall be operated exclusively for charitable and educational purposes and shall not engage in any activity which is not permitted by an organization exempt from taxation under Section 501(a) and described in Section 501(c)(3) of the Internal Revenue Code. No part of its net earnings shall inure to the benefit of any private individual except that reasonable compensation may be paid for services actually rendered. No substantial part of its activities shall be for carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
Pursuant to these purposes, the Association shall promote the sound growth of community and junior colleges and shall help create in them an atmosphere conducive to learning. It shall contribute in every practical way to the development of a better human environment in America by working for the extension of full educational opportunity to all Americans on an equitable basis, qualitatively and quantitatively, and by striving for the elimination of all forms of discrimination whether by race, creed, sex, or financial condition.
ARTICLE III. MEMBERSHIP
Section 1. The members of this organization shall be limited to community, junior, and technical colleges, and similar postsecondary institutions which are not private foundations by reasons of Section 509(a) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). The membership shall consist of two categories: full and provisional. All members shall be approved by the Board of Directors.
Section 2. Full Institutional Members: Institutional membership is open to community, junior, and technical colleges and similar postsecondary institutions which offer an associate degree and are accredited by a regional accrediting association recognized by the Council for Higher Education Accreditation (CHEA); to the colleges and campuses of multicollege and multicampus institutions eligible for institutional membership; and to state administrative offices of state systems of community, technical, and junior colleges. Each institutional member is entitled to one vote. Institutions outside the United States will be considered eligible if they are accredited by their state or national government.
Section 3. Provisional Institutional Members: Provisional institutional membership may be granted to newly organized community, junior, and technical colleges, and other similar postsecondary institutions which have not yet secured the necessary accreditation for institutional membership. Representatives of provisional institutional members are entitled to all privileges of the full institutional member of the Association except that they are ineligible to hold elective office. Provisional institutional members may hold this classification for five years, and during this time the Association will use appropriate resources to assist the institution to obtain the necessary accreditation.
Section 4. Member Chief Executive Officers: In order for a person who is the chief executive officer or top administrator of a college or campus of a single-college, multi-campus, or multi-college institution to be considered a member CEO and vote or hold elective or appointed office, the college or campus under his or her direction must be a member institution.
ARTICLE IV. ASSOCIATES
Section 1. Individual Associates: Any person interested in the work of the American Association of Community Colleges and acceptable to the Board of Directors may become an individual associate. Individual associates may not vote or hold elective office except as otherwise provided in this constitution.
Section 2. Educational Associates: Any foundation, corporation, or other organization which wishes to support the objectives of the Association may become an educational associate upon approval of the Board of Directors. Representatives of educational associates may not vote or hold elective office except as otherwise provided in this constitution.
Section 3. Honorary Associates: Individuals who have performed outstanding service in community and junior college work, upon nomination of the Board of Directors, may be elected honorary associates of the Association. Honorary associates may not vote or hold elective office except as otherwise provided in this constitution.
ARTICLE V. DUES
Dues of members shall be fixed annually by the Board of Directors. Institutional dues may not be increased for a given year by a percentage greater than the national average percentage increase of AACC members' educational and general expenditures for the preceding year, without approval of the institutional membership at the annual business meeting or by mail ballot. Institutional dues for campuses of member multi-campus institutions will be the minimum institutional dues for colleges. Institutional dues for administrative offices of state systems of community, technical, and junior colleges will be set at the minimum institutional dues for colleges.
Dues of associates shall be fixed by the Board.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. The governing body of the Association shall be the Board of Directors.
Section 2. The Board of Directors shall have authority to establish policies for the Association which are not inconsistent with the constitution. The Board of Directors shall have authority to establish an executive committee.
Section 3. The Board of Directors shall consist of thirty two directors unless a Board member is elected as chair elect during the first year of his/her elected term there would be thirty one members during the year he/she serves as chair. Eighteen of the directors shall be representatives of the institutional members, of which at least fifteen shall be chief executive officers of member institutions; three of the directors shall be elected at large by the Board of Directors from individuals employed by member institutions; three directors shall be elected at large by the Board of Directors from the general public; six directors shall be elected by the institutional membership from the recognized councils; and one director, elected by the Board of Directors, shall be the immediate past chair of the Board of Directors.
Section 4. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business provided that a majority of those present are institutional representatives.
ARTICLE VII. OFFICERS
Section 1. The officers of the Association shall be a chair and a chair elect of the Board of Directors, the president of the Association, and such other officers as from time to time may be elected by the Board of Directors.
Section 2. The president shall be appointed by the Board of Directors for a term not to exceed three years at such salary as the Board may determine. At the discretion of the Board of Directors, the president may be re-appointed for additional terms, no one of which shall exceed three years.
ARTICLE VIII. DUTIES OF OFFICERS
Section 1. The chair and chair elect shall perform duties pertaining to their offices as may be defined by the Board of Directors. The chair shall preside at meetings of the Board.
Section 2. The president shall be the chief executive officer of the Association.
ARTICLE IX. ELECTIONS
Section 1. The chair elect shall be elected annually by the Board of Directors for a one year term. The chair elect shall assume the office of chair at the end of his/her term as chair elect. Any Board member may be elected chair elect who has at least one full year remaining in his/her term as a member of the Board of Directors.
Section 2. Six directors representing the institutional members shall be elected each year by the institutional membership to serve for terms of three years each. Two directors representing the recognized councils shall be elected each year by the institutional membership to serve for terms of three years each. One director at large representing the total institutional membership shall be elected by the Board each year to serve for a term of three years. One director at large representing the public shall be elected by the Board each year to serve for a term of three years. One director, the immediate past chair of the Board of Directors, shall be elected by the Board each year to serve a term of one year.
Section 3. Directors representing institutional members shall be elected by a vote of the official institutional representatives of members responding by mail ballot.
Section 4. Directors shall take office on July I of the year of their election and shall serve until their successors are designated in accordance with provisions of the constitution.
Section 5. In the event of a vacancy in the office of the chair, the chair elect shall become chair and serve the unexpired term. If there is a vacancy in both the office of chair and chair elect, the Board of Directors shall elect one of the members of the Board to serve as chair for the unexpired term. In the event of a vacancy among the directors from the institutional member representatives or from the recognized councils, the Board may appoint a new director to serve the unexpired term. In the event of a vacancy among the directors at large, the Board shall elect a new director to serve for the unexpired term.
ARTICLE X. MEETINGS OF THE ASSOCIATION
Section 1. There shall be an annual meeting of the Association at such time and place as the Board of Directors may determine. Special meetings may be called by the Board of Directors.
Section 2. Designated representatives of institutional members present at any meeting of which written notice has been duly given shall constitute a quorum for transaction of business.
Section 3. Each member institution shall be entitled to one vote by its designated representative.
ARTICLE XI. FINANCE
At each annual meeting, the Board of Directors shall present a statement of financial condition of the Association and shall report on financial operations of the preceding year and financial plans for the succeeding year. No financial obligations shall be incurred by any officer or committee except as authorized within annual budgets, or under authority of special interim action, approved by the Board of Directors or its executive committee in interim action. The fiscal year of the Association shall be fixed by the policies.
ARTICLE XII. AMENDMENTS
Section 1. This constitution may be amended at an annual meeting of the Association by an affirmative vote of two thirds of the designated representatives of institutional and provisional institutional members present and voting. Amendments shall not alter the purposes of this trust to operate exclusively for charitable and educational purposes and in a manner which makes this trust tax exempt and the donations to it deductible from taxable income to the extent allowed by the Internal Revenue Code. Written notice of any proposed amendment in the constitution shall be sent to all members of the Association at least thirty days prior to the date of the annual meeting.
Section 2. A referendum to the constitution may be authorized by an affirmative vote of two thirds of the designated representatives of institutional and provisional institutional members present and voting at an annual meeting. An affirmative vote of two-thirds of the institutional and provisional institutional members shall be necessary to amend the constitution through a referendum, provided that at least two thirds of the institutional and provisional institutional members respond to such a referendum. The Board of Directors shall be responsible for conducting a referendum.
Section 3. The policies may be amended by a majority vote of all members of the Board of Directors. Mail ballots may be used.
ARTICLE XIII. PROVISION FOR DISSOLUTION AND REFERENCE TO SECTIONS
Upon dissolution of this corporation if such ever should occur, the directors shall distribute all assets of the Association remaining after payment of debts and liabilities to such institution or institutions or association or associations as the majority of the Board of Directors shall elect, which are exempt from taxation under Section 501(a), are organized and operated exclusively for educational or charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, and have purposes similar to the purposes of this Association. All references to sections of the Internal Revenue Code are to those sections as they are now enacted or hereafter amended.
ARTICLE XIV. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with this constitution and any special rules of order the Association may adopt.
Adopted: March 4, 1965
Amended: March 4,1971
Amended: March 1, 1972
Amended: April 15,1975
Amended: May 1, 1979
Amended: April 6,1982
Amended: April 3,1984
Amended: April 25,1988
Amended: February 21, 1990
Amended: March 25, 1991
Amended: July 8, 1992
Amended: April 6, 2001
Amended: September 30, 2008