ARTICLE I
Purpose of the Council

The Higher Education Council of San Antonio (HECSA), hereinafter COUNCIL, promotes and develops higher education in San Antonio and Bexar County through inter-institutional collaboration and engagement with the business, cultural, political, and P-16 leadership of the community.

ARTICLE II
Membership

Section 1. The Council will be comprised of member institutions admitted as stipulated in Section 2 and 3 of Article II.  All member institutions shall be entitled to one vote on all issues coming before the Council.

Section 2.  All non-profit institutions of higher education accredited by the Southern Association of Colleges and Schools, or its successor organization, and awarding or authorized to award Associate of Arts, Associate in Applied Science, Bachelor’s, Master’s, and Doctoral (including the MD and DD) degrees, and whose principal campus is in Bexar County, Texas, shall be eligible for membership. Membership may be granted to other qualified institutions by a vote of at least three quarters of all members.                                                     

Section 3.  The Higher Education Coordinating Board, Texas College and University System shall be an ex officio member without vote of the Council.

ARTICLE III
Directors

Section 1.   The Council shall be governed by Directors made up of the Chief Executive Officers in residence of the member institutions.  If a Director is unable to attend a meeting, he or she may designate an alternate voting representative, except that such representative shall not be entitled to vote on changes in or amends to the Bylaws.

Section 2.  The Directors of the Council, at the first meeting of every other fiscal year of the Council, shall elect one of its members to serve as President, another to serve as Vice President, and another to serve as Secretary-Treasurer.  The presidency normally shall be rotated among the Directors on bi-annual basis, and the Vice President normally shall succeed to the presidency at the end of his/her term as Vice President.

The President shall preside at all meetings of the Directors, prepare agenda for meetings, take steps to ensure the keeping of orderly records and reports, transmit recommendations to the Board, serve as a representative of the Council except in situations for which special provisions have been made by the Board, and perform such other functions as may be appropriate to the presidency.  In the absence of the President the Vice President shall preside at meetings of the Directors.

The Secretary-Treasurer shall record the minutes of meetings of the Directors and keep account of any funds in the treasury, and shall perform such other functions as may be assigned to such officer by the Directors.

There shall be such other officers as the Directors may from time to time determine in the regular order of business.  The election of all officers, as in the case of the President, shall be on a bi-annual basis.  Unexpired terms of all officers shall be filled by election on an interim basis.   An officer serving an interim term shall not thereby be disqualified from succeeding him/herself for a regular two-year term.

The President and other officers shall serve until their successors are chosen.

Section 3.  The duties of the Directors may include the following and such other fields of activity as a majority of the Directors shall determine to be in the interests of the Council’s program:  (a) to appoint an Executive Director to be responsible to the Directors and to act on recommendations by the Executive Director for the appointment of other personnel.  (b) to approve an annual operating budget for the Council and develop a basis for assessment of the member institutions to meet expenses of the association.  (c) to establish such committees, study groups, and consultancies as may be needed.  (d) to plan, conduct, and review such functions as may be adopted in keeping with the purpose stated in Article I and in the general provisions in Article VII.

ARTICLE IV
Meetings

Section 1.  The Directors shall meet at least eight times in each fiscal year, normally at six-week intervals.  The Directors will, in Rules of Order to be adopted in the routine course of business, incorporate therein a schedule of meetings as well as procedures governing the holding of special meetings.     

Section 2.  Any action required or permitted to be taken by the Directors or by any committee thereof may be taken without a formal meeting.  Meetings may be conducted by teleconference, mail, telephone, telegram or any other way the Directors shall decide.  However, a written consent setting forth the action so taken and signed by a majority of the members of the Directors or such committee attending such meeting, as the case may be, must be filed with the minutes of the proceedings of the Directors or of the committee.

An electronic transmission by a Director or member of a committee consenting to an action to be taken and transmitted by a Director or member of a committee is considered written, signed, and dated for the purposes of this article if the transmission sets forth or is delivered with information from which the Directors can determine that the transmission was transmitted by the Director or member of a committee and the date on which the Director or member of a committee transmitted the transmission. Such consent shall have the same force and effect as a unanimous vote at a meeting.

Section 3.   A person other than a Director or his designated staff member may not attend Council meetings except by prior notice to the President or by invitation of the Directors.

ARTICLE V
Committees

The Council shall have such ad hoc and standing committees as may from time to time be required.

ARTICLE VI
Amendments

Amendments to the Bylaws may be adopted by vote of at least three-fourths of the Directors; provided, however, that no amendment may be adopted unless it is proposed in writing at a scheduled meeting of the Directors, and provided further that each Director must be given notice in writing of an impending vote on any amendment to the Bylaws at least thirty days in advance of such action.  At the time such notification is given, each Director shall be furnished a written copy of the proposed amendment or amendments to be put to a vote.

ARTICLE VII
Miscellaneous Provisions

Section 1.  The fiscal year shall be September 1 – August 31.

Section 2.  The books of account of the Council may be subject to an annual independent audit.

Section 3.  The Directors shall take whatever steps may be necessary to ensure the preparation and adequate dissemination of an annual report of operations.

Section 4.  Neither the Council nor any member thereof shall in the name of the Council support or oppose any political cause, or act as proponent or opponent of proposals for basic changes in existing laws, whether local, state or federal.

Section 5.  The Council shall not assume the functions of an accrediting body.