Bylaws

ALABAMA ASSOCIATION FOR PUBLIC CONTINUING

AND ADULT EDUCATION

BYLAWS

Revised May 2024

ARTICLE I – NAME

Section 1: Full Name

The name of this Association shall be Alabama Association for Public Continuing and Adult Education, also referred to by its acronym, ALAPCAE.

Section 2: Incorporation

This organization is incorporated under the laws of Alabama with the name Alabama Association for Public Continuing and Adult Education Inc.

ARTICLE II – AFFILIATION

Section 1: Large Group Member

This Association shall be a large group member of the Commission on Adult Basic Education.

Section 2: Organizational Member

This Association shall be an organizational member of ProLiteracy, Inc.
This Association shall be an organizational member of the National Coalition for Literacy.

Section 3: Other

This Association can be a member of any other educational organization upon approval of the Board with a majority vote.

ARTICLE III – PURPOSE

Alabama Association for Public Continuing and Adult Education is exclusively organized and operated for charitable and educational purposes, including, for such purposes, the making of distributions, as available, to organizations that qualify as exempt under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The purposes of ALAPCAE are:

To promote adult education and literacy programs, including Adult Basic Education, Adult Secondary Education, High School Diploma/Equivalency Test Preparation, English for Speakers of Other Languages, Family Literacy, Correctional Education, Workplace Literacy, and other state, federal, and private programs which assist undereducated and/or disadvantaged adults to function effectively for all persons.
To promote leadership in advancing the education of adults in the lifelong learning process by unifying the profession, developing and providing human resources, communicating with the members and the public, advocating for adult learning, and advancing adult education and literacy.
To conduct and/or sponsor professional development conferences and activities at least once a year that provides a forum for staff development and the advancement of adult education and literacy.

ALAPCAE shall not engage in any activity which could be construed to be inconsistent with the status of a charitable educational association as defined in Section 501(c)3 of the Internal Revenue Code of 1986 as amended, and any successor thereto.

ARTICLE IV – FISCAL YEAR

The fiscal year of this association shall run from July 1 through June 30.

ARTICLE V – MEMBERSHIP

Section 1: Eligibility

Membership is open to any individual or organization interested in growth, leadership, or participation in the field of adult basic education and other related areas.

Section 2: Benefits

All members in good standing shall be entitled to the following benefits:

Professional Development
Networking Opportunities
Advocacy for Adult Education and Literacy
Leadership Opportunities
Adult Education Publications
Membership in Coalition on Adult Basic Education (COABE) and benefits
Membership in ProLiteracy, Inc. and benefits
Membership in National Coalition on Literacy and benefits
Professional Recognition through Awards
Regional, State, and National Conference Opportunities

Section 3: Types of Membership

Individual Membership

Includes members who are employed by the Alabama Community College System of Community Colleges and contribute annual membership dues. Individual members will receive the quarterly newsletter, are entitled to vote for elected Board members, and eligible for member rate at conference registration, thus will meet the membership eligibility requirement to hold office. Membership dues will be determined by the Board in the Policies and Procedures handbook.

Affiliate Membership

Members who are supporters of Adult Education and contribute annuals dues to be determined by the ALAPCAE Board of Directors. Affiliate members are eligible for all benefits of Individual membership but will not be entitled to vote or hold office. All employees of the Alabama Community College System office are Affiliate members. Membership dues will be determined by the Board in the Policies and Procedures handbook.

ARTICLE VI – GOVERNANCE

Section 1: Board

A. Establishment and Membership of the Board

The Alabama Association for Public Continuing and Adult Education shall be governed by a board of directors consisting of at least 15 but not more than 20 members, including the Executive Officers. Those included are:

President
Vice-President
Treasurer
Secretary
Historian/Parliamentarian
Public Relations Coordinator
The State Adult Education Specialist (non-voting)
One (1) Director-at-Large
One (1) District Representative from each of the seven (7) districts

B. Duties Shall Include the Following:

To provide leadership and governance of the organization in pursuit of its purposes and in every respect specifically prescribed and/or implied herein.
To participate in Board meetings that are held at the ALAPCAE conferences at other designated times.
To encourage membership in and support for ALAPCAE.
To coordinate with other organizations for the advancement of adult education and other related program areas.
To adopt its own rules of procedure, subject to the provisions of these bylaws.

C. Meetings

The Board shall meet a minimum of two times per year, one of which shall be at an in-person conference. The President may call other meetings as needed.
Meetings other than the in-person conference may be conducted electronically via Zoom, Skype, or other video platforms. A quorum must be present to conduct business. A quorum shall consist of half the number of Board members plus one.
The Board may act on issues between board meetings by electronic mail transmission, except bylaw changes. Changes to the bylaws must be conducted in an in-person meeting. Up to two weeks may be allowed for members to vote by these means. The majority (50% plus 1) of the Board must vote in favor for an action to pass.
Unexcused absences from 2 consecutive meetings shall constitute cause for removal from office. The Board will consider whether an absence is excused by majority vote.

D. Terms

The terms of office of the Board shall be two (2) years. No person shall be elected to serve on the Board for more than two (2) consecutive terms in the same elected position except the Treasurer, Secretary, Public Relations Coordinator, Director-at-Large, and State Adult Education Specialist.

The Executive Officers shall be elected on odd number years by a majority (50% plus 1) of votes cast by qualified members.
Director-at-large and State Adult Education Specialist shall be appointed by the Adult Education Director’s Association and Alabama Community College Systems respectively and serve until replaced by the entities.

District Representatives shall be elected from odd-numbered districts in odd years and from even-numbered districts in even years. They shall be elected by a majority of votes (50% plus 1) cast by the qualified membership in the designated district.

If the Board is not able to find a qualified individual to fill a vacancy, the President may appoint a former Board member to the position to complete the term.

E. Compensation

No Board member shall receive any compensation or stated salaries for their services.

Board members may be paid their expenses, if any, or a fixed sum for attendance at meetings of the Board. That amount will be determined and approved by the Board.
Nothing in these bylaws shall be construed to preclude any Board member from serving ALAPCAE in any other capacity receiving compensation for that service.

F. Vacancies

In the interim between elections, the President shall fill vacancies which may occur in any office for unexpired term, except that in the event the office of the President becomes vacant, the Vice-President shall succeed to the office completing the current term and then fulfill the duties for the President in the upcoming election year.
In the interim between elections, if there is a vacancy in the Vice-Presidency, one of the District Representatives can be appointed by the President to fill the vacancy completing the current term. A member residing or working in the vacated district position may be appointed to fill that vacancy to complete the term.
In the interim between elections, the President shall fill vacancies which may occur in any District for an unexpired term. The appointed District Director shall succeed to the office completing the current term and then place his candidacy for that district in the upcoming election year.

G. Conflict of Interest

Conflict of Interest Definition. A conflict of interest exists when a matter to be acted upon by the Board confers a direct, substantial benefit to any member of the Board or business or agency from which such a member derives an income or has authority in governance.

Voting Prohibited. A board member may not vote on a matter under consideration by the ALAPCAE Board regarding the provision of services by such member or by an entity that such member represents or that would provide direct financial benefit to such a board member or the immediate family of such member or engage in any other activity determined by the board to constitute a conflict of interest.

Abstention. ALAPCAE board members should individually abstain from voting on issues and matters that will result in a direct or indirect conflict of interest. Abstentions and the general reasons, therefore, should be duly recorded in the minutes of the meeting.

Disclosure. A member of the Board shall disclose the conflict or potential conflict as outlined in the Policies and Procedures Manual.

Acknowledgment by Board Members. The Conflict of Interest Form will be executed by each Board member at the onset of the initial term and on an annual basis, thereafter.

ALAPCAE Ethics Policy. Members of the ALAPCAE board and committees are expected to avoid unethical behavior in the course of performing their official duties. Board members are expected to not only avoid any impropriety but also to avoid the appearance of impropriety whether or not any actually exists. Board members must avoid using their position for private gain, giving preferential treatment to any person or entity, losing their independence or impartiality in making decisions, or acting in any way that might erode public confidence in the integrity of ALAPCAE.

H. Removal of Board Members

A Board Member may be removed with cause at any time by action of the Board, provided that such action is taken at a special meeting of the Board, provided that at least two days’ notice by any means. This notice shall state the purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Removal will require a two-thirds affirmative vote of the remaining voting Board.

Section 2: Executive Officers

The Executive Officers will consist of the President, Vice-president, Secretary, Treasurer, Historian/Parliamentarian, and Public Relations Coordinator.
The Executive Committee will conduct the business of ALAPCAE between Board meetings and may approve contracts up to $25,000. Contracts of $25,000 or more must be approved by the Board.
All Executive Officers of this Association shall be active members of ALAPCAE in good standing, actively engaged in publicly supported adult and continuing education.

Section 3: District Representatives

A candidate for District Representative is eligible to run in the district where they reside or are employed by the Alabama Community College System of Community Colleges and can only be elected by the people in that district.
All District Representatives of this Association shall be active members in good standing, actively engaged in publicly supported Adult and Continuing Education.

ARTICLE VII – NOMINATIONS AND ELECTIONS

Elections will be held annually in June or at a time determined by the Board of Directors.

Section 1: Nomination of Officers and District Representatives

A. Qualifications

Each nominee must be a member of ALAPCAE at the time of nomination.
The nominee for Vice-President must be a current member of the board and have served at least one year as an elected member of the board.

B. Procedures

The Nominations and Elections Committee shall solicit nominations from the membership.
Ballots shall include a minimum of two candidates that meet the criteria established by the nominating committee and approved by the board.

Section 2: Election of Officers

A. Balloting

The ballot will be presented to the Board of Directors no later than three (3) weeks prior to elections. The process shall be outlined in the Policies and Procedures Manual.

B. Assumption of Office

Elected officials will assume office July 1st. No elected official or representative shall simultaneously hold more than one elected position on the board.

ARTICLE VIII – COMMITTEES

Section 1: Standing Committees

Standing committees shall be appointed annually by the President, subject to approval by the Board of Directors. Standing committees shall be:

A. Audit Committee

The Audit Committee shall consist of the chair and at least two members appointed by the President. Committee description, duties, and responsibilities will be described in the Policy and Procedures handbook.

B. Legislative/Bylaws/Elections

The Legislative/Bylaws/Elections Committee shall consist of the chair and at least two members appointed by the President. Committee description, duties, and responsibilities will be described in the Policy and Procedures handbook.

C. Membership

The Membership Committee shall consist of the chair and at least two members appointed by the President. Committee description, duties, and responsibilities will be described in the Policy and Procedures handbook.

D. Publications/Social Media

The Publications/Social Media Committee shall consist of the chair and at least two members appointed by the President. Committee description, duties, and responsibilities will be described in the Policy and Procedures handbook.

E. Awards and Scholarships

The Awards and Scholarships Committee shall consist of the chair and at least two members appointed by the President. Committee description, duties, and responsibilities will be described in the Policy and Procedures handbook.

F. Fundraising/Sponsorships

The Fundraising/Sponsorships Committee shall consist of the chair and at least two members appointed by the President. Committee description, duties, and responsibilities will be described in the Policy and Procedures handbook.

Section 2: Special Committees

Special committees shall be appointed by the President subject to approval of the Board of Directors.

ARTICLE IX – PARLIAMENTARY AUTHORITY AND AMENDMENTS

Section 1: Parliamentary Authority

The parliamentary authority for conducting the affairs of the organization shall be Robert’s Rules of Order, Revised, provided they do not conflict with these bylaws. These rules shall be interpreted by the Association’s Historian/Parliamentarian.

Section 2: Amendments

These bylaws may be amended, in whole or in part, by two-thirds vote of those present at a meeting of the Board of Directors provided that the meeting notice contains specific notice of Intention and that a summary of proposed change/changes is included.

In the event of amendment and/or revisions of the Bylaws which affects the terms of officers, the terms would be adjusted to comply with the revised constitution.

ARTICLE X – DISSOLUTION

Upon the dissolution of the organization, assets shall be distributed for tax exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, to the Community Colleges under the authority of the Alabama Community College System.