BYLAWS OF THE SOUTHEASTERN COUNCIL ON MILITARY EDUCATION ARTICLE I NAME ARTICLE II MISSION STATEMENT ARTICLE III PURPOSE

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1 BYLAWS OF THE SOUTHEASTERN COUNCIL ON MILITARY EDUCATION (Effective 1 November 2014) ARTICLE I NAME The name of this organization shall be the Southeastern Council on Military Education, hereinafter referred to as SECOME. SECOME will continue to work towards future development and grow the organization with the support of all affiliated personnel within SECOME member states. ARTICLE II MISSION STATEMENT SECOME, a State Advisory Council on Military Education (ACME), is committed to addressing military education issues within the member states of SECOME, and is dedicated to achieving its mission: To promote and support the improvement of educational opportunities for veterans, retirees, uniformed service members and their families within all branches of the Armed Forces by providing innovative and ethical provisions for higher educational institutions, government and state entities. ARTICLE III PURPOSE Section 1. SECOME is a coalition of educational institutions, corporations and military organizations that provides a forum for the exchange of information and mutual support for the improvement of educational opportunities for veterans, retirees, uniformed service members and their families, hereinafter referred to as the military community, within the member states of SECOME. Section 2. SECOME facilitates communication between the military community and educational institutions, and provide services to that community within the member states of SECOME. Section 3. SECOME shall be non-sectarian, non-partisan, and non-profit. SECOME is a private foundation. We shall be incorporated in North Carolina through the Secretary of State office. We shall seek and maintain 501c3 status with the Internal Revenue Service (IRS). Section 4. SECOME shall: a. As an ACME, be co-equal affiliate educational partner with the Council of College and Military Educators. 1 P age

2 b. Promote and support quality educational programs which impact off-duty voluntary postsecondary education programs of the military community. c. Promote and support quality education programs delivered by accredited postsecondary educational institutions to the military community. d. Identify, study and seek solutions to issues which jointly affect member educational institutions and the military community. Submit findings to identified institutions and/or governmental agencies in support of the purposes of SECOME. e. Conduct an annual symposium at which SECOME business will be conducted, officers elected, and members provided with professional development and networking opportunities. f. Inform and represent the SECOME membership through multiple forms of communication and networking forums. Section 5. SECOME is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. ARTICLE IV MEMBERSHIP Section 1. Membership in SECOME shall be voluntary. Section 2. Membership in SECOME may be held by any individual within any organization, corporation or state and government entity relating to military education upon payment of annual dues. All members and their affiliated organization, corporation or state and government entity must be in good standing and hold good practices defined by the Department of Defense by refraining from using unfair, deceptive, and abusive practices. Section 3. The SECOME membership fiscal year shall run from 1 October through 30 September. Section 4. All members, upon payment of dues, are eligible for all rights and privileges of membership as outlined on the SECOME website. Section 5. Dues: a. Membership dues shall be payable annually and shall be due by 1 October of each year for the subsequent year. b. Membership may be activated throughout the fiscal year. Prorated rates may be applied after 1 April. c. The amount of Membership dues shall be recommended by the current Treasurer and approved by the Executive Board prior (but no later than 1 September), to the beginning of each membership year. Section 6. Termination of membership: 2 P age

3 a. The membership of any member of any classification shall terminate upon occurrence of any of the following events: i. The resignation of the member from SECOME. ii. Expiration of the period of membership, unless renewed by the Council. iii. Failure to pay symposium fees prior to the business meeting being called to order at the annual symposium. iv. Occurrence of an event which renders a member ineligible for membership. b. When a member is expelled due to lack of good faith, as determined by the Council, that member has failed in a material and serious degree to observe the rules of conduct of the organization, or has engaged in conduct seriously prejudicial to the purposes and interests of SECOME. c. Council s vote must be majority for expulsion. ARTICLE V EARNINGS & RECORDKEEPING Section 1. The annual accounting period shall be a fiscal tax year beginning 1 October and ending 30 September. Section 2. SECOME shall keep books and records detailing all activities, both financial and nonfinancial throughout the fiscal tax year. a. Assets and liabilities b. Contributions c. Grants d. Donations e. Expenses f. Membership Fees g. Sponsorships h. Student Scholarships and Awards i. Symposium fees j. All other sources of revenue Section 3. SECOME shall adhere to all annual reporting and filings determined and required by state and federal laws. Section 4. SECOME will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code. Section 5. SECOME will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 3 P age

4 Section 6. SECOME will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Section 7. SECOME will not make any investments in a manner as to subject it to tax under section 4944 of the Internal Revenue Code, or the corresponding section of any future federal tax code. Section 8. The corporation will not make any taxable expenditures as defined in section 4945 of the Internal Revenue Code, or the corresponding section of any future federal tax code. Section 9. Donors contributing to any financial and nonfinancial activities will receive a receipt from SECOME showing the name of the organization, the date of the contribution, and the amount of the contribution. Along with a receipt, a donor will receive a written acknowledgment from SECOME for any single contribution of $250 or more. A written disclosure statement will be given to donors of a quid pro quo contribution in excess of $75. Section 10. Records shall be kept for federal tax purposes for as long as they may be needed to document evidence of compliance with provisions of the Internal Revenue Code. Section 11. SECOME is organized exclusively for charitable including the making of distributions to organizations that qualify as exempt organizations under section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code. Section 12. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 11 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on a. by a corporation exempt from federal income tax code, or b. by a corporation, contributions to which are deductible under section 170(c)2 of the Internal Revenue Code, or the corresponding section of any future federal tax code. Section 13. Plan for Distribution of Assets. The NC Nonprofit Corporation Act requires that the Articles of Incorporation include provisions regarding the distribution of the corporation s assets upon its dissolution and termination of existence. a. The plan of distribution approved pursuant to G.S. 55A shall provide that all liabilities and obligations of the corporation be paid and discharged, or adequate 4 P age

5 provisions be made therefor, and that the remainder of the corporation s assets be distributed as follows: i. Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements. ii. Other assets, if any, of a charitable or religious corporation shall, subject to the articles of incorporation or bylaws, be transferred or conveyed to one or more of the following: the United States, a state, a charitable or religious corporation, or a person that is exempt under section 501(c)3 of the Internal Revenue Code of 1986 or any successor section; iii. Other assets, if any, of a corporation that is not a charitable or religious corporation shall, subject to the articles of incorporation and bylaws, be distributed as provided in the plan of dissolution. ARTICLE VI OFFICERS Section 1. The Board of Directors shall consist of the Executive Officers, also known as the Executive Board of SECOME, and shall be President, Vice President, Secretary, and Treasurer with four (4) additional board members, also known as advisors. All positions are elected positions. Section 2. a. All officers shall serve a minimum of a two-year term. Officers can serve up to 3, two-year terms in each position. Officers must be a current SECOME member in good standing. b. The President shall be elected every two years at the annual symposium, falling in odd-digit years, by majority vote. President nominees must have a minimum of two years previous experience on the SECOME board, one of which must have been served on the Executive Board. The President must be affiliated with a DoD MOU higher educational institution. c. The Vice President shall be elected every two years, falling in even-digit years, by majority vote. Vice President nominees must have a minimum of two years membership, one year previous experience on the SECOME board. d. The Secretary shall be elected every two years at the annual symposium, falling in odd-digit years by a majority vote. Secretary nominees must have a minimum of one year membership and have a minimum of one year previous experience on the SECOME board. e. The treasurer shall be elected every two years by majority vote at the annual symposium, falling in even-digit years, unless there are additional openings due to resignation or promotion to the Executive Board. Treasurer nominees must have a 5 P age

6 Section 3. minimum of one year membership and have a minimum of one year previous experience on the SECOME board. f. The Board of Directors shall be elected every year by majority vote at the annual symposium, two in the even-digit years, and two in the odd-digit years, unless there are additional openings due to resignation or promotion to the Executive Board. Board of Directors nominees must have a minimum of one year membership with SECOME or another ACME chapter. There must be at least one board member representing each SECOME member state. g. Executive Officers shall be elected by ballot to serve until the close of the position entailed. h. A majority of the votes cast by ballot at the annual symposium shall constitute an election. Officers will begin serving at the end of the last session of the annual symposium. i. It is not permissible for members of the same academic institution, corporation or private agency to serve on the SECOME Board simultaneously. j. All elected officers shall retain a direct relationship with military education for their entire term of office. If the Officer shall leave the field of military education, the President may retain or replace the individual as the situation dictates. k. The SECOME board reserves the right, by majority vote, to remove any elected member of the Board for non-performance or inability to fulfill the length of the term. a. The Executive Board which consists of the President, Vice President, Secretary and Treasurer are known to be the principal officers of SECOME. b. The Vice President shall perform the duties of the President in the absence of the President. c. The Secretary shall perform the duties of the Vice President in the absence of the Vice President. d. In case of an emergency and the President, Vice President and/or the Secretary positions become vacant, the President shall appoint a new President-Elect, Vice President-Elect and/or Secretary-Elect with the advice and consent of the officers of the Board, until the next scheduled annual symposium to approve election of a President, Vice President and/or Secretary. e. In case of an emergency and the Treasurer position becomes vacant, the President, with the consent of the SECOME Board, shall appoint a new Treasurer within the Board of Directors. SECTION VII MEETINGS Section 1. SECOME shall hold an annual symposium, the time and place to be determined by the Executive Board. 6 P age

7 Section 2. The annual symposium shall be for the purpose of: a. Hearing summary reports from Officers and Committees. b. Electing Officers. c. Conducting the necessary business of SECOME. d. Bringing together membership to present programs of interest to council members, to enhance members professional development, and to contribute to the improvement of education programs, services, and benefits to the military services. Section 3. Special meetings may be called by the members of the Board. Special meetings may transact only such business as is stated in the call and at least seven (7) days written notice shall be given to the membership. Section 4. The President can convene a meeting of the SECOME board at any time to discuss business matters. Every effort should be made to ensure every board member is present at each meeting called. If a vote on issues is required, all board members must be present or vote decisions must be given by fellow present board members on behalf of the board members absence. a. Meetings can be conducted virtually, via telephone symposium, or in a physical group setting. b. It is permissible for members of the SECOME board to present and vote on motions via electronic means. c. It is permissible for members of committees to present and vote on motions via electronic means. d. Parliamentary procedures as outlined in Article XI will be used as a guide when calling for a vote. e. All meetings must be observed and details described in written format (meeting minutes). ARTICLE VIII EXECUTIVE BOARD Section 1. The Executive Officers and Chairs of Standing Committees constitute the voting Members of the Board of SECOME. Subject to approval by the officers of the Board, the President has broad discretionary power to enhance the effectiveness and continuity of the Board and committees by making additional appointments. Section 2. The Executive Board shall: a. Have general supervision of SECOME in the interim between regular meetings. b. Implement the program of SECOME under the direction of the principle officers. ARTICLE IX MEMBERS AT LARGE 7 P age

8 Section 1. Members at large shall report directly under the Board of Directors and represent the general SECOME membership. Members at large shall: a. Serve as a representative of their constituencies. b. Participate in the active planning of the business of the organization under the direction of the principle officers. c. Be responsible for the committee participation and the compilation of appropriate reports, also attending required meetings for participation. ARTICLE X COMMITTEES The committees of SECOME shall be determined based on the strategic goals of SECOME to accommodate organizational growth. A current list of the SECOME committees shall be listed on the SECOME website. The chairs of these committees shall be members of the Board of Directors, or appointed by the current President. Each committee shall be chaired by only one board member and board members shall be limited to one committee at a time. SECOME members and/or members at large may participate on the committees under the Committee Chair. ARTICLE XI PAST, PRESENT & FUTURE ACTIVITIES Section 1. The Student Scholarship Program provides scholarships, amount based on the recommendation of the Scholarship Committee, in conjunction with the Treasurer and other Board Members, based on income generated from the previous fiscal year. Scholarship recipients must be affiliated with a SECOME member institution. Time spent by the Treasurer and Scholarship Committee are voluntary only (averaging about 12 hours per year), and of these persons, there isn t any one person that directly benefits financially. Other than the minimal time spent by the Treasurer and Scholarship Committee, there are no resources used. a. A scholarship is defined as an amount paid for the benefit of a student at an educational institution to aid in the pursuit of studies. The student may be either an undergraduate or graduate, degree seeking. i. A qualified scholarship (for tax-free purposes) is any amount that a student receives for the use of: a. Tuition and fees required to enroll in, or to attend, an educational institution, or b.fees, books, supplies, and equipment that are required for the courses at the educational institution. b. The following recipients can qualify for a SECOME scholarship: i. Active Duty, Drilling Reservist, or National Guard Members assigned to a military installation and who resides within any of the member states of SECOME. 8 P age

9 ii. A Spouse of Active Duty Members, Drilling Reservist, National Guard who resides within any of the member states of SECOME. iii. A veteran who resides within any of the member states of SECOME. c. Members of the SECOME Board of Directors, SECOME Members or anyone closely related to a board member or a SECOME member does not qualify for scholarships. d. Scholarships are awarded annually at the SECOME symposium. Section 2. The annual symposium, held in the fall months within a SECOME member state, is a forum that provides instruction to all SECOME members and guests to participate and increase professional development, on subjects that are useful to the individual and beneficial to the military community while learning to support and provide quality educational services. The SECOME board of directors, the Special Events Committee, and members at large participate in the planning and execution of the symposium, and in no way personally benefits financially. Time spent on the symposium by the said persons above average about 500 hours each year, and is completely voluntary. a. Fees for the conference cover the cost of the venue and other related symposium costs, such as the cost of food and technology fees. b. Sponsorship opportunities are available should a person or organization choose to participate towards the symposium and/or scholarships. Sponsorship fees are determined by the Special Events Committee, where the fees cover additional costs of the symposium such as folio and print materials, and additional food costs. Section 3. Membership fees are determined by the SECOME Board of Directors, under the direction of the Treasurer, based on the costs (not covered by symposium attendees or sponsors) of the symposium. a. Since SECOME is considered to be a private foundation, in particular, a Professional Society/Association associated under the Mutual/Membership Benefit Organization NTEE Code, we receive our support from a small number of donors (members). Section 4. Dissolution clause. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or corresponding section of any federal government, or to a state or local government, for a public purpose. ARTICLE XII AMENDMENT OF BYLAWS Section 1. These bylaws may be amended by a two-thirds vote of those members present at any regular or special meeting, provided that notices of the proposed amendments have been made available to each member for review not less than seven (7) days prior to the date of such meetings. These bylaws may also be amended in the following manner: 9 P age

10 a. Any proposed amendments shall first be presented in writing to the Executive Board. b. Any proposed amendments approved by the Board of Directors shall be submitted in writing to the entire SECOME Membership at least (7) days prior to the next annual symposium for membership approval at the business meeting. c. Proposed changes can be submitted at any time by any member in good standing and can be addressed by the board at the next scheduled board or membership meeting and/or the President may call to order a special meeting with the membership. Once the board has reviewed the proposal, they will decide if the vote needs to be immediate for the good of the organization or if it can be delayed until the scheduled meeting or annual symposium. If the vote is needed immediately, the recommendation can be sent to all members electronically. If seventy-five (75) percent of the membership can be reached to entertain and vote on the proposed changes, the votes will be considered valid and accepted. Roll call of members in good standing will be mandatory by the Secretary and the changes will be added into the Bylaws immediately upon membership approval and a new copy will be sent out to the membership within fourteen (14) days of the vote. d. In an emergency resulting in an immediate decision that is for the good of the organization and/or the SECOME Board, a required majority vote on any recommendation, proposal, or situation would be addressed and/or accepted to resolve an issue pending. Afterwards the membership will be immediately notified of the decision. e. Any changes or recommendations must be presented in writing and receive approval by the Board of Directors before it be considered for adoption or presented to the membership for a vote. The proposed changes must include the current Bylaws wording and the proposed changes with the rationale behind the change. October P age