About CASE
CASE Bylaws

Articles of Incorporation
and Bylaws

Council for Advancement and Support of Education
1307 New York Avenue, NW, Suite 1000
Washington, DC 20005-4701
202/328-5900

Amended November 19, 2015

 

Table of Contents

I. Articles of Incorporation

II. Bylaws

Article I: Principle Office and Registered Agent
Article II: Purposes
Article III: Membership
Article IV: Meetings of Members
Article V: Board of Trustees
Article VI: Board Committees, Commissions, and Ad Hoc Commissions
Article VII: Officers
Article VIII: President and Staff
Article IX: Finance and Budget
Article X: Districts
Article XI: Reports
Article XII: Shares of Stock, Dividends, and Certain Loans Prohibited
Article XIII: Dissolution or Final Liquidation
Article XIV: Amendments
Article XV: Voting
Article XVI: Inspection of Books and Records
Article XVII: Limitation on Activities
Article XVIII: Conflicts of Interest


ARTICLES OF INCORPORATION, AS AMENDED
COUNCIL FOR ADVANCEMENT AND SUPPORT OF EDUCATION

First: The name of the corporation is the Council for Advancement and Support of Education, hereinafter denoted as “CASE”.

Second: The period of duration of the corporation is perpetual.

Third: The purposes of CASE are to develop and foster sound relationships between member educational institutions and their constituencies; to provide training programs, products, and services in the areas of alumni and constituent relations, communications, and philanthropy; and to provide a strong force for the advancement and support of education worldwide.

In pursuit of these objectives and purposes, CASE shall assist its members in their efforts to improve relations with the various constituencies they serve and to which they are responsible as institutions of education. CASE shall provide the mechanisms through which each member may improve its own efforts to advance understanding, and support for its educational program, and through which its members may work together to advance understanding and support for education generally.

The corporation is organized and is to be operated exclusively for charitable and educational purposes within the meaning of Sections 501(c)(3) and 170(c)(2)(B) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal
revenue law). No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its directors, officers, other private individuals, or organizations organized and operating for a profit (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 as hereinabove stated). 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 in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision herein, the corporation shall not carry on any activities not permitted to be carried on:

(a) By an organization exempt from Federal income tax under Section 501(a) of the Internal Revenue Code of 1954 as an organization described in Section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law).

(b) By an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).

Fourth: The corporation is to have members.

Fifth: Membership in CASE shall be divided into such classes as are set forth in the bylaws. The designation of each class of members, the qualifications and rights of the members of each class, the conferring, limiting or denying the right to vote, and the manner of recording the vote shall be as provided in these articles and as further provided in the bylaws.

In order to provide a strong force for the advancement and support of education worldwide, voting membership in CASE shall be open only to nonprofit educational institutions from around the world that are accredited by an agency recognized by the Council on Postsecondary Accreditation or similar agencies outside the United States, nonprofit independent schools and non-United States institutions of education that have been appropriately accredited, and nonprofit educational organizations closely associated with one or more of said entities (all of the foregoing sometimes referred to as “Voting Member Institutions”); provided that no institution shall be eligible for voting membership unless it is entitled to exemption from Federal income tax under Section 115(a) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law) as a public educational institution, or under Section 501(a) of said Code as an organization described in Section 501(c)(3) and Section 509(a)(1), (2) or (3) of said Code; the foregoing shall be deemed to include nonprofit educational institutions in other countries which meet the above standards, whether or not those institutions have actually requested or received a determination of that status from the Internal Revenue Service.

Each institution qualifying as a Voting Member Institution shall have one vote on any proposal coming before a meeting of CASE, such vote to be registered as provided in the bylaws.

Voting Member Institutions shall be represented by Professional Members. Any individual who is employed by a Voting Member Institution and is engaged in activities designed to advance understanding of and support for the Voting Member Institution shall be eligible for enrollment as a Professional Member, as further provided in the bylaws.

Additional classes of non-voting members and their qualifications and rights shall be as provided in the bylaws.

Sixth: The manner of the election of trustees shall be as provided in the bylaws. Throughout the articles of incorporation, the word "trustee(s)" shall have the same meaning as "director(s)” under the District of Columbia Nonprofit Corporation Act.

Seventh: The internal affairs of the corporation shall be conducted and regulated by the board of trustees and officers as provided in the bylaws.

Upon dissolution or final liquidation, the board of trustees shall, after paying or making provision for the payment of all the lawful debts and liabilities of the corporation, distribute all of the assets of the corporation to one or more of the following categories of recipients as the board of trustees of the corporation shall determine:

(a) A nonprofit organization or organizations which may have been created to succeed the corporation, as long as such organization or each of such organizations shall qualify under Section 115(a) of the Internal Revenue Code of 1954 or as an organization exempt from federal tax under Section 501(a) of such code as an organization described in Section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law); and/or

(b) A nonprofit organization or organizations having similar aims and objects as the corporation and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall qualify under Section 115(a) of the Internal Revenue Code of 1954 or as an organization exempt from federal income tax under Section 501(a) of such code as an organization described in Section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law).

Eighth: The address, including street and number, of its registered office is 2121 K Street, NW, Washington, DC 20037, and the name of its registered agent is Thomas Arden Roha.

N.B. The articles of incorporation were filed with the District of Columbia on April 29, 1974.

N.B. Amendments were filed with the District of Columbia on:

November 3, 1975
September 18, 1980
October 5, 1992
May 26, 1999


BYLAWS

ARTICLE I
PRINCIPAL OFFICE AND REGISTERED AGENT

A. The principal office of the Council for Advancement and Support of Education, a nonprofit organization, incorporated under the laws of the District of Columbia (hereinafter called CASE or the “corporation”) shall be in the District of Columbia.

B. CASE may have offices in such places as may be designated from time to time by CASE's board of trustees.

C. CASE shall have and continuously maintain a registered office in the District of Columbia, and CASE's board of trustees shall appoint and continuously maintain in service a registered agent, having a business office identical with the registered office, who shall be an individual resident of the District of Columbia, or a corporation, whether for profit or not for profit.


ARTICLE II
PURPOSES

The purposes of CASE are to develop and foster sound relationships between member educational institutions and their constituencies; to provide training programs; products, and services in the areas of alumni and constituent relations, communications, and philanthropy; to promote diversity within these professions; and to provide a strong force for the advancement and support of education worldwide.

In pursuit of these objectives and purposes, CASE shall assist its members in their efforts to improve relations with the various constituencies they serve and to which they are responsible as institutions of education. CASE shall provide the mechanisms through which each member may improve its own efforts to advance understanding and support for its educational program, and through which its members may work together to advance understanding and support for education generally.

The corporation is organized and is to be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) and 170(c)(2)(B) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law). No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its directors, officers, other private individuals, or organizations organized and operating for a profit (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 as hereinabove stated). 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 in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision herein, the corporation shall not carry on any activities not permitted to be carried on:

(a) By an organization exempt from federal income tax under Section 501(a) of the Internal Revenue Code of 1986 as an organization described in Section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law).

(b) By an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue code of 1986, (or the corresponding provision of any future United States internal revenue law).


ARTICLE III
MEMBERSHIP

A. Classes of Membership. As provided in CASE’s articles of incorporation, membership in CASE may be divided into such classes as are set forth in the articles or as further set forth in these bylaws. The designation of each class of members, the qualifications and rights of the members of each class, the conferring, limiting or denying the right to vote, and the manner of recording the vote shall be as further provided in these bylaws. For purposes of these bylaws and the District of Columbia Nonprofit Corporation Act, and as provided in CASE’s articles, there shall be one class of voting members known as voting member institutions, as further provided below, and such additional classes of nonvoting members as further provided below.

B. Voting Member Institutions.

1. There shall be a class of voting membership consisting of each institution qualifying for voting membership (in accordance with 4 below), and this class of members shall be known as voting member institutions. No other entity, person, or class of members shall have any member voting privileges.

2. Each voting member institution shall have one vote in each matter on which voting member institutions shall be entitled to vote, such vote to be registered as provided below in these bylaws. Voting member institutions are entitled to vote upon the selection of certain members of the board of trustees and officers as provided in these bylaws, and with respect amendment of the articles of incorporation and bylaws, and any other such question upon which the board of trustees may seek a vote from voting member institutions.

3. The vote of each voting member institution shall be cast by its membership coordinator. The membership coordinator shall be a professional member (see below) who shall be the chief advancement officer as designated by the voting member institution, or his or her designee, and said membership coordinator may at his or her sole discretion consult with other professional members from his or her voting member institution in determining how the vote of the voting member institution shall be cast; provided, however, that each voting member institution shall cast only one vote.

4. As stated in CASE’s articles of incorporation, in order to provide a strong force for the advancement and support of education worldwide, only the following shall be eligible for membership as voting member institutions: nonprofit educational institutions from around the world that are accredited by an agency recognized by the Council on Postsecondary Accreditation or similar agencies outside the United States, nonprofit independent schools and non-United States institutions of education that have been appropriately accredited, and nonprofit educational organizations closely associated with one or more of said entities; provided that no institution shall be eligible for voting membership unless it is entitled to exemption from Federal income tax under Section 115(a) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law) as a public educational institution, or under Section 501(a) of said Code as an organization described in Section 501(c)(3) and Section 509(a)(1), (2) or (3) of said Code; the foregoing shall be deemed to include nonprofit educational institutions in other countries which meet the above standards, whether or not those institutions have actually requested or received a determination of that status from the Internal Revenue Service.

C. Professional Members.

1. There shall be a class of nonvoting membership known as professional members. Any individual who is employed by a voting member institution and is engaged in activities designed to advance understanding of and support for the voting member institution, including but not limited to work in the disciplines of alumni relations, communications and philanthropy, shall be eligible for enrollment as a professional member. In relations with CASE, each such professional member shall at all times be responsible to that voting member institution with which he or she serves. Professional member status shall immediately cease when a professional member leaves the employ of a voting member institution.

2. Voting member institutions shall appoint professional members according to a schedule established by the board of trustees from time to time. Subject to payment of fees to be established by the board of trustees and to be paid by the voting member institutions or directly by the professional members, there may be additional professional members from a voting member institution; provided, however, that no such additional professional members may be added over the objection of their respective voting member institution. Professional members shall have such rights, privileges, and services as the board of trustees may from time to time determine, including the right to serve as an officer, trustee, member of a committee, commission or ad hoc commission.

D. Educational Associates.

1. Recognizing that it is to CASE voting institutional members’ advantage that certain nonprofit organizations be associated with CASE for the purpose of encouraging the interchange of information and counsel among various groups interested in education, there shall be a class of nonvoting membership known as educational associates. Any nonprofit organization that devotes a substantial portion of its activities to the service of education shall be eligible to enroll as an educational associate.

2. Educational associates shall appoint one or more persons to represent them according to a schedule established by the board of trustees from time to time. Educational associates shall have such rights, privileges, and services as the board of trustees may from time to time determine, except that they shall have no vote in any proceedings of CASE.

E. Fees. The board of trustees shall establish such dues and fees for membership privileges and services for all of the various classes of membership as it may from time to time deem necessary for the orderly and economical conduct of the affairs of CASE.

F. Revocation of Membership. As a condition of membership, the board of trustees may without liability of any kind deny membership to or revoke membership of any institution or person, the purposes, policies or actions of which are deemed inconsistent with policies of CASE, or whenever in its judgment the board determines that denial or revocation of membership is in the best interests of CASE. Further, membership shall automatically be revoked without the necessity of board action when a member is no longer eligible for membership or fails to pay dues when same are due and payable.


ARTICLE IV
MEETINGS OF MEMBERS

A. Annual Meeting. There shall be an annual meeting of the membership for the purpose of transacting any and all business that may be properly brought before the meeting.

B. Special Meetings. Special meetings of the membership maybe called by the board of trustees and shall be called by the chair of the board following the receipt of a written petition by one or more Professional Members of not less than: five (5) percent of CASE's voting member institutions.

C. Time, Place and Notice. The board of trustees shall determine the time and place of meetings of the members and written notice of such together with the purpose or purposes of the meeting shall be sent to the members not less than thirty (30) days prior to the meeting date.

D. Quorum and Voting. Except as otherwise provided by law, a quorum for the transaction of business at any annual or special meeting of the membership shall consist of the representation, by persons present, of not less than one hundred (100) voting member institutions. There shall be no voting by proxy at such meetings.

E. Procedure and Order of Business. Robert's Rules of Order shall govern the procedure of meetings of the membership.


ARTICLE V
BOARD OF TRUSTEES

A. Authority. The business and affairs of the corporation shall be managed by its board of trustees. Throughout these bylaws, the word "trustee(s)" shall have the same meaning as "director(s)" under the District of Columbia Nonprofit Corporation Act. The board of trustees shall have all powers and responsibilities conferred upon a board of directors of a nonprofit corporation by the District of Columbia Nonprofit Corporation Act, as now or hereafter amended, except such powers or responsibilities as may be limited by the articles of incorporation or these bylaws.

B. Members. Due to the term of the immediate past chair being only one (1) year, the board of trustees shall alternate between having thirty-one (31) and thirty-two (32) members, including four (4) voting officers, one (1) ex officio officer without vote, eight (8) district trustees, eighteen (18) trustees at-large, and the immediate past chair, all as set forth below.

1. To be eligible to serve as a trustee, candidates must be and continue to be professional members from voting member institutions, provided, however, that up to three (3) members of the board need not meet these eligibility criteria. The board shall consist of the following:

(a) Five (5) officers, consisting of:

(1) the following four (4) officers as described in Article VII, elected by the voting member institutions:

(a) Chair;
(b) Chair-elect;
(c) Secretary; and
(d) Treasurer; and

(2) the officer serving as president, as provided in Article VII and VIII;

(b) Eight (8) district trustees, one from each district, to be elected by the voting member institutions at the annual meeting of CASE. To be eligible to serve as district trustee, in addition to qualifications set-forth above, the further qualifications are such that: each district shall nominate to a nominating committee of the board a slate of three (3) candidates, one (1) of each in the following fields: alumni relations, communications and philanthropy; and from the slate of three (3) from each district, the nominating committee of the board shall propose to the voting member institutions to be voted upon by the voting member institutions at the annual meeting of CASE one (1) candidate from each district; and

(c) Eighteen (18) additional "at-large" trustees elected by the voting member institutions at the annual meeting and

(d) The immediate past chair, who shall serve a term of only one (1) year.

2. Trustees described in 1 (b) and (c) shall serve three (3) year terms. Trustees having completed a full term are eligible to serve one (1) additional term. Trustees having filled a vacancy are eligible to serve two (2) additional terms. Except as provided in C of this Article regarding vacancies, regardless of when elected, trustees shall take office at the end of the annual meeting for the term elected. In the event that trustees are not elected, trustees shall continue to hold office until their successors are elected and take office.

3. The board shall have the authority, upon due notice satisfying other sections of these bylaws, to call elections of trustees and officers to be elected by the voting member institutions by mail ballot among all the voting member institutions and in the absence of such special action, elections by the voting member institutions shall take place at the annual meeting of the membership.

4. Except as provided in 1 (b) above with respect to eight (8) district trustees, the board shall be the nominating committee for the voting member institutions and in turn shall provide for a nominating committee to be known as the committee on leadership, which shall act as the board's nominating committee.

(a) For those nominees for trustees and officers to be presented for election at the annual meeting or by mail ballot, the slate shall be published or otherwise presented to the membership coordinator at each voting member institution not less than sixty (60) days prior to the date of the election.

(b) Further nominations shall be presented for balloting to the voting member institutions at the annual meeting of the membership provided that each such nominee shall have been supported in writing by professional members from not less than fifty (50) voting member institutions, not less than twenty-five (25) of which are from districts other than that of the nominee, and further provided that such nominations shall have been received by the chair of the board of trustees not less than thirty-five (35) days prior to the time of the elections.

(c) All nominations shall be included in the notice of the annual meeting or notice of election by mail ballot or by other appropriate and timely means.

C. Vacancies. In the event of a vacancy during the term of a member of the board of trustees, the board may fill the vacancy for the duration of the unfulfilled term.

D. Meetings and Notice. There shall be an annual meeting of the board of trustees as the board may determine. Notice, stating the time and place of the meeting, shall be sent not less than thirty (30) days prior to the date of the meeting. Special meetings of the board may be called by the chair and shall be called by the chair or secretary on written request of not less than one-third (1/3) of the board of trustees. Notice of special meetings shall be sent not less than two (2) weeks prior to the date of the meeting. Attendance by a trustee at a meeting shall constitute waiver of notice of the meeting, excepting such attendance solely for the purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called or convened. Any one (1) or more of the trustees may participate in any meeting of the board or any committee by means of a conference telephone call (or similar telecommunications media) in which all persons participating in the meeting are able to hear one another. Directors participating by said means shall be deemed to have been present in person at such meeting. Any action required or permitted to be taken at any meeting of the trustees or any committee may be taken without a meeting if a written consent to such action is signed by all members of the board or the committee, as the case may be, and such written consent is filed with the minutes of its proceedings.

E. Quorum and Voting. The presence of a majority of the trustees shall constitute a quorum. Each trustee present shall have one (1) vote. Except as provided by applicable law, the articles of incorporation of CASE, or elsewhere in these bylaws, a majority vote of the board at a meeting at which a quorum is present shall constitute a valid action of the board.

F. Specific Powers and Duties.

1. The board shall establish CASE policies and report them to the membership.

2. The board shall approve an annual budget and act specifically to authorize expenditures from CASE's treasury that have not been provided for in the budget.

3. The board shall designate the fiduciary agent or agents in which shall be deposited CASE's money or securities, and shall authorize the investment of CASE funds.


ARTICLE VI
BOARD COMMITTEES, COMMISSIONS, AND AD HOC COMMISSIONS

A. Executive Committee: The board may designate an executive committee of the board that shall have authority to act for the board between meetings of the board. The executive committee shall report all its actions to the board at regular meetings of the board. The presence of a majority of the executive committee shall constitute a quorum.

B. Other Committees: The board may, from time to time, designate other and additional committees and commissions for such purposes, powers, and duties as the board may prescribe.

C. The president and chair of the board shall be ex-officio members of all committees, commissions, and ad hoc commissions except that the president shall have no vote.


ARTICLE VII
OFFICERS

A. Enumeration of Officers. The officers of CASE shall consist of the chair, chair-elect, president, secretary, and treasurer, and such other officers as the board may from time to time determine.

B. Election and Term of Officers. Except as may be provided otherwise in these bylaws, the officers of CASE shall be elected at a time and place and in a manner and for such a term as may be prescribed by the board except, however, that the chair-elect of the board shall serve a two (2) year term after which the chair-elect shall succeed to a two (2) year term as chair, and further, that no term for any office shall be longer than two (2) years.

1. Except as otherwise provided in these bylaws, officers shall take office at the end of the annual meeting following their election and for the term elected. In the event that a qualified successor is not elected, an officer shall continue to hold office until a qualified successor is elected and takes office.

C. Vacancies. Vacancies occurring during the term of office of an officer of CASE shall be filled for the remainder of the term by election by the board from its membership or from among the professional members; provided, however, that in the latter case the number of members of the board would not be in excess of the number provided by these bylaws.

D. Duties of Officers. The duties of the officers shall be such as customarily apply to such positions subject to any specific requirement of law, the articles of incorporation, or these bylaws. The board may further define by resolution the powers and duties of the officers of CASE.

E. The board may by resolution authorize such officers or agents or the president to sign certificates, contracts, and other instruments and documents relating to the business of CASE as it may from time to time determine.

F. The board may by majority vote remove any officer at any time with or without cause and without liability.


ARTICLE VIII
PRESIDENT AND STAFF

A. The president shall be appointed by and serve at the pleasure of the board of trustees which shall establish the conditions and terms of compensation and employment. The term of the president as both officer and employee shall not exceed five (5) years, although the president may serve successive terms. The term of the president as officer for purposes of corporate law shall be as provided in the president's contract of employment from time to time. The term of the president both as a corporate officer and as an employee shall end at the earlier of expiration of or termination of the employment contract entered into from time to time between this corporation and the president. This bylaw provision shall not be interpreted to create any contract of employment or any right to continued employment.

1. The president, as chief executive officer of CASE, shall carry out the programs and policies of the board, and shall be an ex-officio member of the board of trustees and of all committees and commissions of CASE (without a vote).

B. The president shall appoint and hire upon appropriate terms such other staff as may be necessary for the effective conduct of the affairs of CASE as may be provided for in the budget or by other direction of the board commensurate with any personnel policies approved by the board.


ARTICLE IX
FINANCE AND BUDGET

A. The board shall adopt a budget

at its spring meeting, and the budget adopted shall be presented for the information of the professional members at the annual meeting.

B. At each annual meeting of CASE's membership, the board of trustees shall present a statement of financial conditions of CASE 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 trustees.

C. The fiscal year of CASE shall commence on July 1 and conclude on June 30.


ARTICLE X
DISTRICTS

A. The members shall be grouped into districts on a geographical basis as the board of trustees may from time to time determine shall serve the best interests of CASE.

B. Districts shall be organized and operated in a manner consistent with the articles of incorporation, these bylaws, and in concert with the programs of CASE.

C. Each district shall have a chair who shall be the chief officer of the district, shall preside at its meetings and direct its affairs. The chair shall serve a term of not less than one (1) year nor more than three (3) years. The members of the district shall elect a chair-elect one (1), two (2), or three (3) years prior to the time of taking office as chair. Upon termination of the term, the chair shall retain office as immediate past chair until the successor chair's term is over.

D. The voting member institutions in each district shall elect or provide for the appointment of such other officers as they deem essential to carry out within the district the purposes of CASE and may set their own terms for such officers.

E. Each district shall hold an annual meeting.

F. No district shall amend its constitution or articles of incorporation or bylaws without prior approval of CASE’s board.


ARTICLE XI
REPORTS

The secretary of CASE shall cause to be prepared and timely filed such reports and returns as are required by law, including a report with the appropriate agency of the District of Columbia government, in the prescribed form.


ARTICLE XII
SHARES OF STOCK, DIVIDENDS, AND CERTAIN LOANS PROHIBITED

CASE shall not authorize or issue shares of stock, nor pay any dividends to its members, members of the board of trustees, or its officers, nor make any loans to any of the above nor to any other person.


ARTICLE XIII
DISSOLUTION OR FINAL LIQUIDATION

Upon dissolution or final liquidation, the board of trustees shall, after paying or making provision for the payment of all the lawful debts and liabilities of the corporation, distribute all of the assets of the corporation to one (1) or more of the following categories of recipients as the board of trustees of the corporation shall determine.

(a) A nonprofit organization or organization which may have been created to succeed the corporation, as long as such organization or each of such organizations shall qualify under Section 115(a) of the Internal Revenue Code of 1986 or as an organization exempt from federal income tax under Section 501(a) of such code as an organization described in Section 501(c) of such code (or the corresponding provisions of any future United States internal revenue law), and/or;

(b) A nonprofit organization or organizations having similar aims and objectives as the corporation and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall qualify under Section 115(a) of the Internal Revenue Code or as an organization exempt from federal income tax under Section 501(c) of such code as an organization described in Section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law).

(c) CASE may be dissolved only by a two-thirds (2/3) vote of the voting member institutions responding to a mail ballot, providing, however, that at least a majority of the voting member institutions respond, followed by an affirmative vote of a majority of the members of the board.


ARTICLE XIV
AMENDMENTS

A. Bylaws. The bylaws may be amended at any time by a vote of two-thirds (2/3) of the members of the board of trustees attending an annual or special meeting called for said purpose, provided a written notice of any proposed change in these bylaws shall be sent to all members of the board at least thirty (30) days prior to an annual meeting or twenty (20) days prior to a special meeting at which the proposed change is to be considered. If no such notice of the proposed amendment has been given, as hereinabove specified, then these bylaws may be amended only by the unanimous vote of the trustees present at said meeting.

1. Any amendment of these bylaws shall be promptly reported to the membership together with an explanation. At the first annual or special meeting of the membership following a change in the bylaws, ratification of the action of the board shall be part of the order of business for such a meeting.

B. Articles of Incorporation. The articles of incorporation may be amended only by the voting member institutions voting by mail ballot with one (1) exception, the name of the organization may be changed by the board of trustees in the same manner provided for amending the bylaws.

1. To amend the articles of incorporation, an affirmative vote by mail ballot of two-thirds (2/3) of those voting member institutions responding shall be required, providing, however, that the vote shall be null and void if a response is not received from a majority of the voting member institutions.


ARTICLE XV
VOTING

A. Voting. If a quorum is present, a majority vote of the voting member institutions present in person and entitled to vote shall be required to constitute an action by the voting member institutions on any matter unless otherwise provided by the articles of incorporation or these bylaws.

B. Mail Ballot. Wherever a mail ballot may be required or undertaken of the voting member institutions, a clear explanation of the proposition shall accompany the ballots mailed to the membership coordinators in good standing by the board of trustees who shall set a closing date for receiving validated ballots, but in no case shall the date be less than thirty (30) days from the date of the mailing of said ballots.

C. Additional Voting Provisions. Notwithstanding any provision to the contrary in these bylaws, the following provisions shall apply throughout these bylaws:

1. Voting on all matters by the member representatives of voting member institutions may be conducted by mail (i.e., mail sent via United States Postal Service), electronic mail, telephone call, fax machine, or any other means of electronic or telephonic transmission now existing or hereafter coming into existence and authorized by the District of Columbia Nonprofit Corporation Act as amended from time to time, and nothing in these bylaws shall be deemed to bar use of such new means of voting, nor shall any further amendment of these bylaws be required.

2. “Mail ballot” as used throughout these bylaws includes but is not limited to a ballot sent by mail via electronic mail and/or via United States Postal Service.

3. Member Representatives of voting member institutions who vote by mail (i.e., mail sent via United States Postal Service), electronic mail, telephone call, fax machine, or any other means of electronic or telephonic transmission now existing or hereafter coming into existence and authorized by the District of Columbia Nonprofit Corporation Act as amended from time to time, shall be deemed present in person at any meeting of the membership to which the particular vote pertains.

4. The means by which any member representative of a voting member institution casts a vote shall be presumed to be a method of voting chosen by and authorized by the member representative and the voting member institution.

5. At the time of amendment of these bylaws in 2006, in contrast to means of voting by voting member institutions, the District of Columbia Nonprofit Corporation Act allows CASE’s trustees to act only in person at a meeting, or to participate in a meeting by means of a telephonic meeting where all persons may hear each other, and by unanimous written consent. In the event that the District of Columbia Nonprofit Corporation Act may be amended to broaden beyond meetings, telephone calls, and unanimous written consent the means by which CASE’s trustees may act, such additional means as may be authorized by the District of Columbia Nonprofit Corporation Act as amended from time to time may be utilized by CASE’s trustees immediately, and nothing in these bylaws shall be deemed to bar use of such new means of acting or participating, nor shall any further amendment of these bylaws be required.


ARTICLE XVI
INSPECTION OF BOOKS AND RECORDS

All books and records of CASE may be inspected by any voting member institutions of CASE through its duly authorized agent or attorney, for any proper purpose at any reasonable time.


ARTICLE XVII
LIMITATION ON ACTIVITIES

No part of the assets of CASE shall inure to the benefit of, or be distributable to, its trustees, officers, members, other private individuals, or organizations organized and operating for profit, except that CASE shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as set forth in Article II, hereof.

No substantial part of the activities of CASE shall be the carrying on of propaganda or otherwise attempting to influence legislation. CASE shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any provision in these bylaws or in CASE's articles of incorporation, CASE shall not carry on any activities not permitted to be carried on:

(a) By an organization exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law);

(b) By an organization described in Section 509(a)(l), (2) or (3) of the Internal Revenue Code (or the corresponding provisions of any future United States internal revenue law); and

(c) By an organization described in Section 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code (or the corresponding provisions of any future United States internal revenue law).


ARTICLE XVIII
CONFLICTS OF INTEREST

A. No contract or transaction between CASE and one (1) or more of its trustees or officers, or between CASE and any other corporation, partnership, association, or other organization in which one (1) or more of the trustees or officers are trustees or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the trustee or officer is present at or participates in the meeting of the board of trustees that authorizes the contract or transaction, or solely because said trustee's or trustees' votes are counted for such purpose, if the contract or transaction is not prohibited by law and does not affect the corporation's status as a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) and is not an "act of self-dealing" within the meaning of Section of 4941 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), and if:

(a) The material facts as to said trustee's relationship or interest and as to the contract or the transaction are disclosed or are known to the board of trustees, and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested trustees, even though the disinterested trustees may be less than a quorum; or

(b) The contract or transaction is fair as to CASE as of the time it is authorized, approved or ratified by the board of trustees.

B. Interested trustees may be counted in determining the presence of a quorum at a meeting of the board of trustees.

C. As provided in Article XII of these bylaws, no loans shall be made by CASE to its trustees or officers.

 

N.B. These bylaws have been amended on:
November 21, 1977
November 11, 1979
November 18, 1980
October 27, 1987
May 1, 1988
April 27, 1992
June 12, 1995
November 10, 1998
May 12, 2006
March 13, 2015
November 19, 2015

N.B. These bylaws have been ratified on:
July 16, 1978
July 10, 1980
July 5, 1983
July 14, 1987
July 12, 1988
July 13, 1992
July 9, 1995
July 18, 1999
July 1, 2006
July 13, 2015