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CAEPA Bylaws

October 2013
[10/82, 10/83, 10/85, 9/86, 9/89, 10/94, 3/96, 10/99, 5/04, 10/10, 10/12, 10/13, 7/16, 4/18]
Change log
4/18 Article V, Article VIII
7/18 Article VII

Article I: Name

The name of the association shall be the Colorado Adult Education Professional Association (CAEPA), hereinafter referred to as the Association.

Article II: Mission

The Colorado Adult Education Professional Association (CAEPA) provides leadership to the field of adult education and family literacy by offering opportunities for professional development, advocacy, and resource sharing to improve the quality of life for every Coloradan.

Article III: Membership

Section 1
Membership is open to those who support the mission of the Association.
Section 2
There shall be two classes of membership: individual and organizational.

A). Individual members shall have the right to hold office, vote, and be eligible for all rights and privileges of the Association.

B). Organizational members will include colleges, universities, state education agencies, public schools, private and public agencies, and businesses. Each organizational member shall be entitled to designate one member as its voting representative and four additional individuals as organizational members.

Section 3
The dues shall be:

A). Established by the Board of Directors for the succeeding year.

B). Payable upon acceptance of the application for membership.

Section 4
The Fiscal Year shall be from July 1 through June 30.
Section 5
The Membership Year will expire one calendar year from the date of payment.
Section 6
Application for membership shall be made to the Treasurer and accepted upon payment of dues.

Article IV: Affiliations

Section 1
Any community, area, or state associations for continuing adult education may apply to become an affiliate of the Association by complying with the requirements as specified in policies established by the Board of Directors.
Section 2
The Colorado Adult Education Professional Association, by consent of the Board of Directors, may apply to become an affiliate of any state, territorial, regional, national, or international association for continuing adult education.

Article V: Officers and Directors

Section 1
The elected officers of the Association shall be the President, President-Elect, Secretary, Treasurer, and Past President President and Co-President, President-Elect, Past President, Secretary and Co-Secretary, Treasurer and Co-Treasurer, Technology Specialist and Co-Technology Specialist. These positions comprise the Executive Board.

A). All officers shall be members of the Association.

B). The President-Elect of the preceding year shall become the President.

C). The President and President-Elect shall serve for a term of one year.

D). The Secretary and Treasurer may serve for more than one term.

E). The officers shall take office at the annual conference; the Treasurer shall take office at the beginning of the new fiscal year.

F). There will be formation of committees for special projects, these committees will be lead by co-leader.

Section 2
Twelve (12) directors and the executive board shall comprise the Board of Directors. The board will be comprised of the executive board and the directors not to exceed 21 in number.

A). All directors shall be members in good standing of the Association.

B). As many directors as are needed to fill twelve (12) positions shall be elected annually.

C). Other directors shall be appointed as necessary to fill vacancies.

D). Directors shall serve a three (3) year term.

E). Directors may be elected for a second term but shall not serve for more than two (2) consecutive terms.

F). The Director of Adult Education and Family Literacy at the Colorado Department of Education (CDE) will appoint a non-voting member to the Board of Directors, known as the CDE Liaison. There shall be no term length or limits for this Director. The CDE Liaison will not be counted towards the twelve directors on the Board of Directors.

G). In case of the untimely resignation, removal or other circumstance that causes a board director to leave before the completion of their term. The board will have the option of extending the current person in the position’s term to ensure continuity.

Section 3
Nominations and Elections

A). Elections shall be held one month prior to the annual conference.

B). The Board of Directors will appoint and approve members of this committee at least three months before elections are held.

C). The Board of Directors shall secure from the membership nominations for as many directors as needed to fill all vacancies.

1). The committee will call for nominations from the membership a minimum of two months before elections are held using, among other methods, email notices.

2). A ballot with write-in nomination and biographical information about the candidates will be distributed four weeks prior to the election, by email. The Board of Directors shall determine the voting deadline each year.

3). Election results shall be announced to the candidates within one week after the established voting cutoff date.

4). New directors shall be announced at the CAEPA business meeting at the annual conference and will take their place on the Board at the conference.

a). The executive board (elsewhere referred to as officers), will be chosen by the board of directors from within the membership of the board.

b). In order to be considered for the executive board, the candidate will have served on the Board of Directors for a minimum of 6 months.

c). The executive board will be voted on at the conference business meeting. The treasurer will take office at the beginning of the fiscal year. The remainder of the executive board will take office at the next conference.

Section 4

A). The President-Elect shall become the President in case of a vacancy in the Presidency.

B). Any vacancy among the remaining officers or directors shall be filled by appointive action of the President with approval by the Board of Directors for the period intervening between the time of the vacancy and the next elections.

C). In case of a vacancy occurring in the office of President-Elect, the Board of Directors shall appoint an Interim Vice-President who shall take over the duties of the President-Elect position. This Interim Vice-President shall have all the privileges of the Board and Executive Committee but shall not automatically become President or President-Elect in the following election.

D). Present directors whose terms do not expire and who have been nominated for an elective office will retain their places on the Board in the event that they are not elected to an office.

Article VI: Duties of Officers

Section 1
The President shall:

A). Serve as principal officer of the Association and as its representative to the public.

B). Preside over all meetings of the Association.

C). Act as an ex-official member of all committees except the Nominations and Elections Committee.

D). Plan the Board of Directors and Executive Committee meetings.

E). Ensure that standing and special committees are established.

F). Maintain communication and facilitate chair requirements.

G). Appoint directors to fill vacancies with the consent of the Board of Directors.

H). Be empowered to sign checks in the event that the Treasurer is unavailable.

Section 2
The President-Elect or Interim Vice-President shall:

A). In the absence of the President, preside at meetings and perform duties of the office of the Presidency.

B). Encourage activities among members in the areas of public relations, research, legislation, and membership, as needed.

C). Serve as chair of the Conference Committee.

Section 3
The Secretary shall:

A). Keep minutes, in permanent form, of all meetings of the membership, Board of Directors, and Executive Committee. The Secretary shall send copies of the minutes to the officers and directors for approval.

B). Send out notices at the direction of the President at least ten (10) days in advance of meetings.

C). Keep a systematic file of all correspondence, records, job descriptions, lists of committees, and reports.

Section 4
The Treasurer shall:

A). Receive all income from dues, donations, and other sources.

B). Deposit funds in an account in the name of the Association.

C). Disburse funds as authorized by the Board of Directors, Executive Committee, and Association.

D). Prepare an annual financial report and an annual conference report for the Association and other reports as may be called for during the year.

E). Meet with the Finance Committee to audit the books before the end of the fiscal year (by June 30) in order to present at the first board meeting of the fiscal year before the books are transferred to a new treasurer.

F). Hold office until audit is completed.

G). Provide list of paid members to the Membership Chair.

H). Obtain signature of the President on the bankcards.

I). Prepare budget with Finance Committee and present the budget at the first board meeting of the year for approval.

J). File Corporate Report with the state biannually in odd-numbered years.

K). Be empowered to pay bills up to the budgeted amount and, with appropriate documentation, pay up to $25 over the budgeted line items.

L). Provide a finance report at each board meeting.

Section 5
The Immediate Past-President shall:

A). Be a member of the Board of Directors and the Executive Committee.

B). Chair the Nominations and Elections Committee.

Article VII: Board of Directors

Section 1
The Board of Directors shall be composed of the President, President-Elect or Interim Vice-President, Secretary, Treasurer, eight (8) to fifteen (15) Directors, and the Immediate Past-President. The board will be comprised of the executive board and the directors not to exceed 21 in number.
Section 2
The duties of the Board of Directors shall be:

A). To formulate, interpret, and carry forward the programs of the Association.

B). To adopt a budget for the fiscal year.

C). To carry out all instruction of the membership of the Association.

D). To establish dues each year for the succeeding year.

E). To refer business to the Executive Committee.

Section 3
If a board member misses two meetings in a year without adequate reason as determined by the Board of Directors has significant absence without communication, the Board of Directors may declare that director’s position vacant. The vacancy would then be filled by appointment of the President with the consent of the Board of Directors.

Article VIII: Executive Committee

Section 1
The Executive Committee shall be composed of the President, the President-Elect or the Interim Vice President, the Secretary, the Treasurer, and the Immediate Past-President President and Co-President, President-Elect, Past President, Secretary and Co-Secretary, Treasurer and Co-Treasurer, Technology Specialist and Co-Technology Specialist.
Section 2
The duties of the Executive Committee shall be to transact business referred to it by the Board of Directors and to transact necessary business in intervals between board meetings.

Article IX: Meetings

Section 1
There shall be an annual conference of the Association. A business meeting of the Association will be held during this conference.
Section 2
Additional general membership meetings may be called by the President.
Section 3
Monthly Board of Director meetings shall be called by the President or at the request of three (3) members of the Board of Directors.
Section 4
Executive Committee meetings shall be called by the President.
Section 5

A). In all voting instances, the Association will operate under a process of simple majority.

Section 6
Bylaws will be reviewed and recommendations made as needed including

A). Preparing amendments and recommendations for vote by the general assembly.

B). Receive proposed amendments, consolidate similar amendments, and prepare these amendments for presentation to the Board of Directors and the general assembly.

Article X: Committees

Section 1
The Standing Committees shall be:

A). Executive Committee

B). Advocacy Committee

C). Professional Development Committee

D). Marketing Committee

E). Such committees as deemed necessary to carry on the work of the Association may be created by the Board of Directors.

Section 2
Duties of the Standing Committees
A). Executive Committee

1). Executive Committee will oversee the nominations and elections of officers and directors.

2). Audit the Treasurer’s records before June 30 and present the audit at the first board meeting of the new fiscal year.

3). In the case of a change of Treasurer in mid-term, an audit report shall be made at the next board meeting.

4). Prepare the Association’s budget for presentation and approval at the first board meeting of the fiscal year.

B). Professional Development

1). Oversee annual conference and implementation.

2). Maintain professional development resources on website.

3). Awards and Scholarship Committee shall:

a). Review and recommend the awards process.

b). Seek nominations and select, with the approval of the Board, recipients for the awards that are presented annually by the Association.

C). Advocacy Committee shall:

1). Monitor pending legislation, define needs, and provide leadership of the Association to benefit adult education.

D). Marketing Committee shall:

1). Work to encourage continuing membership of individuals and organizations.

2). Develop other projects, programs, and/or activities needed to encourage new membership.

3). Work on increasing visibility and rapport with the media and the community at large.

4). Maintain website and social media content.

5). Establish communication processes with members.

6). Develop vendor relationships.

7). Respond to fundraising opportunities beyond conference.

Section 3
Duties of all committees shall be at the direction of the President and with the consent of the Board of Directors.
Section 4
Standing Committee Chairs and members shall be designated by the President.
Section 5
Standing Committee Chairs and members shall serve one-year terms coinciding with elected officer terms.
Section 6
In the interests of the Association and with the consent or request of the President or the Board of Directors, other people may be asked to participate as committee members.

Article XI: Records and Membership lists

Section 1
In accordance with the Privacy Act, duplication, release, and distribution of the Association’s membership lists and/or mailing labels are prohibited except on approval by the Board of Directors or the assembly of the Association. Approval may be granted only to those organizations and groups which support:

A). Mutual exchange of lists.

B). Goals and purposes compatible with goals and purposes of the Association.

C). Principles and practices of adult education.

Section 2
Request for commercial or sale purposes of membership lists shall not be granted.
Section 3
Costs for approved distribution of membership lists and mailing labels shall be set up by the Board of Directors.

Article XII: Amendments

These bylaws may be amended by a majority vote of the membership providing that notice of the amendment has been submitted in writing by U.S. or electronic mail to all members at least two weeks before such voting takes place. The amendment will be accepted with a two-thirds (2/3) majority vote of all returned votes. Any amendment which is necessary under governmental regulations shall be made automatically without previous notice of vote of the members of the Association.

Article XIII: Dissolution

In case of dissolution of this Association, all assets remaining after payment of authorized expenditures shall be distributed to an education organization which qualifies for tax exemptions provided for under the Internal Revenue Laws of the United States of America. No part shall be given to any private individual or member.