Operating Principles (Proposed)

General Provisions

Purpose.

The Association for Collaborative Leadership (ACL) is an unincorporated educational, research, and professional association for higher education consortial leaders and individual members. ACL provides a forum for those involved in cooperative programs to develop leadership capabilities and advance the role of higher education consortia throughout the United States and internationally.

ACL is in the midst of a re-organization and these Operating Principles will serve as the guiding plan for the organization until the membership agrees and approves matters of creation and adoption of By-Laws, formal incorporation, and any other organizational and/or legal status questions are resolved.

ACL Descriptor, Vision, and Mission Statements

Descriptor.

The Association for Collaborative Leadership is an educational, research, and professional association dedicated to advancing the leadership of higher education consortia throughout the United States and internationally.

Vision.

ACL will serve as the recognized authority on consortial leadership and collaboration in higher education, providing its members with access to specialized expertise, knowledge, and training so they can successfully develop, lead, and manage consortia or other higher education partnerships.

Mission.

The mission of ACL is to enhance the leadership effectiveness of its members by providing opportunities to share expert advice, develop and disseminate new knowledge, and engage in professional development.

Legal Status and Management Arrangements

ACL has re-organized for operating purposes and for federal and state tax purposes as a project of the Claremont University Consortium, Inc. (hereinafter, “CUC”). An agreement has been reached for CUC to provide management services to ACL beginning January 1, 2013. A copy of this agreement is available for review.

Transitional Roles

Background.

Until elections can be held at the October 2012 Annual ACL Membership Meeting, the Board of Directors currently in office will maintain governance and management responsibility for ACL. Additionally, the Virginia Tidewater Consortium (VTC) leadership team will continue to serve until the end of December 2012.

The current Board President will preside over the Annual ACL Membership Meeting in October 2012 and will conduct the election of the Transitional Board, as well as the Officers and Executive Committee Members of that Board as described below.

To assist in the transition from the current management team from VTC, an administrative liaison from CUC may be appointed specifically for the period October through December 2012.

Duties.

A Transitional Board (hereinafter the “Board”) shall serve as the oversight and advisory body of ACL during the transition period beginning October 2012 and ending October 2014, or sooner if feasible.

Composition.

The Board shall consist of no more than nineteen (19) individuals. The initial Board shall consist of those individuals elected at the October 2012 Annual ACL Membership Meeting.

Nominations, Elections, Vacancies, and Tenure.

A Nominating Committee shall present a slate of nominees for election to the Board by the members at the October 2012 Annual ACL Membership Meeting. Additional nominations may be made from the floor.

The association will vote on the Board nominees, with decisions made by a majority of the eligible voters (as defined below) who are present at the meeting. Those elected shall serve until October 2014, unless ACL’s transitional period has otherwise been amended or concluded.

Eligible voters will be (1) those in attendance representing consortia (no more than two per consortium) that have paid dues and (2) those individuals who have paid dues.

During the transition period, the Board may fill any vacancy on the Board at any meeting by majority vote of those in attendance, assuming a quorum is present. The successor shall hold office for the unexpired term of his or her predecessor.

Any Board Member may resign by delivering his or her written resignation to the President of ACL.

Officers and Executive Committee

Officers.

The Officers of the ACL Transition Board shall consist of a President, a Vice President, a Treasurer, and a Secretary to be elected at the October 2012 Annual ACL Membership Meeting.

Executive Committee.

The ACL Executive Committee shall consist of the Officers plus other Board members to be elected at the October 2012 Annual ACL Membership Meeting. The Executive Committee shall be no smaller than six members and no larger than nine members.

Nominations, Elections, Vacancies, and Tenure.

The Nominating Committee shall present a slate of Officers and Executive Committee nominees at the October 2012 Annual ACL Membership Meeting. Additional nominations may be made from the floor.

The association will vote on the Board nominees, with decisions made by a majority of the eligible voters (as defined below) who are present at the meeting. Those elected shall serve until October 2014, unless ACL’s transitional period has otherwise been amended or concluded.

Eligible voters will be (1) those in attendance representing consortia (no more than two per consortium) that have paid dues and (2) those individuals who have paid dues.

During the transition period, the Executive Committee may fill vacancies existing in an Office or on the Executive Committee at any meeting by majority vote of those in attendance, assuming a quorum is present. The successor shall hold the office for the unexpired term of her or his predecessor.

Any Officer or Executive Committee Member may resign by delivering his or her written resignation to the President of ACL. The resignation does not automatically apply to Board membership, only to the status as an Officer or Executive Committee Member.

Meetings and Financial Responsibilities

Annual Meetings.

Subsequent Annual Meetings of the Board shall take place in October 2013 and October 2014 with date, time, and place to be fixed at least six weeks in advance. If an Annual Meeting cannot be held at the designated time, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at an Annual Meeting.

Regular Meetings.

Regular Meetings of the Board may be held at such times and places as may be determined from time to time by the Board President and/or the Executive Committee. The Board shall meet a minimum of two times each year.

The Board is authorized to conduct business during telephonic meetings so long as quorum and prior notice rules are met.

Quorum.

At any meeting of the Board, Officers, or Executive Committee, a majority of members then in office shall constitute a quorum for the transaction of business. In order to facilitate a quorum and advance the business of the Board, a member who cannot attend a meeting in person may participate telephonically or, for issues to be decided by a vote, submit a written ballot (on paper, by fax or email) in advance of the meeting.

Financial Oversight.

The Board shall annually receive an audited statement of the association’s finances from CUC. For financial purposes, ACL’s funds will be an “agency account” of the parent CUC organization. The Board shall establish a set of rules and guidelines for the CUC to use in reviewing and managing the association's finances.

In addition, the Board President and Vice President shall annually review a detailed financial transaction report provided by the CUC.

The Board shall annually authorize CUC to provide risk management services and insurance coverage for the association’s activities under CUC’s umbrella liability and professional services insurance policy.

The Board shall annually authorize CUC to open and maintain separate bank accounts for association funds, including application for and use of association credit cards for the conduct of association business by CUC and other authorized individuals.