COBEC Bylaws
        
          These bylaws govern the affairs of the Consortium for Belize
          Educational Cooperation, Inc., a non-profit corporation organized
          under the Georgia Non-Profit Corporation Code (referred to as the
          “Code”) and classified as a Public Charity under section 501 C (3) of
          the Internal Revenue Service. Article I. Name
        
        Article I - Name
        
          The name of this organization is the Consortium for Belize Educational
          Cooperation, Inc., further referred to as COBEC or the Consortium.
        
        A. Principal and Registered Office
        
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            The principal and registered office of COBEC shall be in the state
            of Georgia. COBEC shall comply with the requirements of the Code and
            maintain an office and registered agent in Georgia.
          
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            The membership may, by a two-thirds vote, change the registered
            office and the registered agent as provided in the Code.
          
Article II - Purpose
        
          COBEC was established in 1988. Its purpose is to link post-secondary
          educational institutions in Belize and outside Belize for the purpose
          of strengthening and expanding Belize’s capabilities in higher
          education, increasing international collaboration between the member
          institutions, and promoting better understanding between cultures.
        
        Article III - Membership
        
          There are three categories of membership: Full, Associate and
          Emeritus. Members in all categories agree to abide by the purpose and
          bylaws of COBEC and to remit the required membership fees.
        
        A. Full Members
        
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            Full Members shall consist of institutions of higher education.
          
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            Institutions and organizations in the following categories will be
            eligible for membership in the Consortium
            
              - 
                Belizean tertiary educational institutions recognized by the
                Ministry of Education.
              
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                Institutions of higher education outside of Belize with an
                active interest in promoting and furthering higher education in
                Belize and increasing cross-cultural understanding between
                Belize and other countries.
              
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                Full members will have all rights and privileges, including
                voting, as described in Clause IV.
              
 
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            Admission of New Members
            
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                To apply for membership, the President or the Chief Executive
                Officer of the applicant institution or organization shall
                submit a written request to either of the Co-Chairs of COBEC.
              
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                Applicants must be endorsed in writing by one Belizean and one
                non-Belizean full COBEC member institution in good standing.
              
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                The new member application must be approved by a two-thirds vote
                of the membership at one of the biannual conferences.
              
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                The membership dues shall be $300 U.S. per annum for
                non-Belizean member institutions or organizations and $300 BZE
                for Belizean members. They are also responsible for paying the
                standard conference registration.
              
 
B. Associate Members
        
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            Organizations, institutions or companies that are not recognized
            higher education institutions but are engaged in education
            activities or in support/provider services for COBEC higher
            education institutions operating in Belize, may apply for associate
            membership.
          
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            To apply for membership, the President or the Chief Executive
            Officer of the applicant organization shall submit a written request
            to either of the Co-Chairs of COBEC.
          
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            Applicants must be endorsed in writing by one Belizean and one
            non-Belizean full COBEC member institution in good standing.
          
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            The new member application must be approved by a two-thirds vote of
            the membership at one of the biannual conferences.
          
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            Associate members may attend and participate in COBEC meetings but
            will not have voting rights.
          
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            The associate membership dues shall be $150 U.S. per annum for
            non-Belizean member institutions or organizations and $150 BZE for
            Belizean members. They are also responsible for paying the standard
            conference registration.
          
C. Emeritus Members
        
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            The status of Emeritus Membership, an honorary title, may be granted
            to retired COBEC representatives who have had at least five years of
            meritorious service and/or leadership in COBEC or have otherwise
            made significant contributions to COBEC while representing their
            member institutions.
          
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            Emeritus members may be nominated by an active COBEC representative
            in writing to the COBEC co-chairs. Approval is dependent upon a
            review by an ad hoc committee and a favorable vote by the membership
            at a biannual COBEC conference.
          
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            Criteria for selection may include the following
            
              - Long-term record of professional excellence.
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                Leadership roles while regularly representing their member
                institution at COBEC. Significant contributions to COBEC while
                serving as a member of COBEC from a member institution.
              
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                Other significant contributions to or initiatives in support of
                COBEC.
              
 
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            Membership dues will be waived and conference registration fees will
            be reduced by one-half for Emeritus members.
          
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            Emeritus members may attend and participate in COBEC meetings but
            will not have voting privileges or hold any elected or appointed
            office. D. Privileges and Responsibilities of Membership.
          
D. Individual Members
        
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            Individuals that are not eligible to participate in Consortium
            activities through one of the previously stated membership
            categories, but are engaged in education activities or in
            support/provider services for COBEC higher education institutions
            operating in Belize, may apply for Individual Membership.
          
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            To apply for membership, the individual applicant shall submit a
            written request to either of the Co-Chairs of COBEC.
          
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            Applicants must be endorsed in writing by one Belizean and one
            non-Belizean full COBEC member institution in good standing.
          
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            The new member application must be approved by a two-thirds vote of
            the membership at one of the biannual conferences.
          
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            Individual members may attend and participate in COBEC meetings but
            will not have voting rights and will not be eligible for election to
            leadership within COBEC.
          
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            The Individual Membership dues shall be $50 U.S. per annum for
            non-Belizean member institutions and $50 BZE for Belizean members.
            They are also responsible for paying the standard conference
            registration.
          
E. Membership Policies
        
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            The membership may, at any biannual meeting, adopt and amend
            application procedures and qualifications for membership in the
            Consortium upon the recommendation of the officers and a two-thirds
            vote of the membership in attendance.
          
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            The membership may change the amount of the annual dues upon a
            two-thirds vote of the members in attendance at a regularly
            scheduled COBEC meeting.
          
Article IV
        
          Biannual Meetings, Voting and Institutional Attendance
            Requirements
        
        A. Biannual Meetings and Voting
        
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            COBEC shall meet a minimum of two times annually and at least one
            meeting per year shall be held in Belize.
          
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            Each COBEC full member institution shall have only one vote to cast
            on matters that are decided by a vote.
          
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            Unless stated otherwise in the bylaws, a simple majority is required
            to pass a motion.
          
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            A simple majority of the membership shall constitute a quorum at
            biannual meetings.
          
B. Institutional Attendance, Suspension and Reinstatement
        
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            Member institutions or organizations should be represented at all
            meetings.
          
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            Any member institution which may wish to withdraw from COBEC must
            submit a written request to one of the co-chairs.
          
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            Member institutions that fail to have institutional representatives
            in attendance at three consecutive meetings shall be suspended from
            COBEC.
          
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            Institutions or organizations which fail to pay annual membership
            dues will be suspended from COBEC by the summer conference of the
            following year.
          
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            Members that commit egregious violations of the purpose and mission
            of COBEC may be suspended from the organization by a two-thirds vote
            of the full members at a biannual meeting.
          
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            Suspended members may request reinstatement through a letter of
            application to the Co-Chairs including a plan to repay all
            membership arrears within one year of submitting their request.
            Requests for reinstatement will be voted upon by a simple majority
            vote of the membership.
          
Article V - Officers
        A. Titles
        
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            Officers of the Consortium shall be elected from among the
            representatives of full member institutions and shall include:
            
              - One (1) Belizean Co-Chair.
- One (1) Non-Belizean Co-Chair.
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                One (1) Belizean Treasurer who also serves as the Secretary to
                COBEC.
              
- One (1) U.S. Treasurer.
- One Archivist.
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                Additional Officers if deemed appropriate can be elected by the
                membership.
              
 
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            The institution represented by the Treasurer shall serve as fiscal
            agent for the Consortium in the respective countries.
          
B. Nomination and Election of Co-Chairs
        
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            Co-Chairs shall be nominated by caucuses (Belizean and non-Belizean
            members).
          
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            Co-Chair nominees shall be present at the caucus meeting or have
            communicated to one of the co-chairs their willingness to serve.
          
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            Nominees will be presented to the full membership by each caucus.
            Unless the election is due to a vacancy, election of officers will
            occur at the next biannual meeting following the caucus meetings.
          
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            Election will be by a majority of the full members present at the
            biannual meeting.
          
C. Officer Responsibilities
        
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            Co-Chairs
            
              - Preside over meetings and programs of the Consortium.
- Prepare for and convene the business meeting.
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                Work with host institutions to finalize the full conference
                schedule for Consortium meetings.
              
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                Provide overall leadership and administration for the
                Consortium.
              
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                Assure that Consortium communications and publications are
                prepared and distributed.
              
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                Represent the Consortium to outside organizations and agencies.
              
- Enforce the bylaws of the Consortium.
 
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            Secretary
            
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                Takes, prepares and distributes minutes, maintains records and a
                directory of membership for the Consortium.
              
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                Prepares and distributes Consortium communications with copy to
                the COBEC archivist.
              
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                Assures all records and communications associated with COBEC are
                submitted to the archivist.
              
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                The Belizean Secretary also serves as the Belizean Treasurer.
              
 
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            Treasurers
            
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                Maintain accurate and up-to-date accounting, and prepare and
                present treasurer reports at each biannual Consortium meeting.
              
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                Authorize expenditures approved by the Co-Chairs and send
                invoices to member institutions for payment of annual dues.
              
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                Maintain a current record of dues payments by institution.
              
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                Report to the membership at each regular meeting on the status
                of Consortium funds.
              
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                The U.S. Treasurer will be required to submit annually Form 990
                to the Internal Revenue Service as required by law.
              
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                The institutions of the two (2) Co-Chairs shall be designated as
                the host institutions for the purpose of conducting the official
                business of the Consortium during the tenure of these
                representatives as Co-Chairs.
              
 
D. Terms of Office
        
          - All officers shall serve one (1) term of two (2) years.
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            Officers may be re-elected for one (1) subsequent and consecutive
            term.
          
E. Vacancy and/or Replacement of Officers
        
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            Any officer may be replaced at any time on the affirmative vote of
            two-thirds of the membership whenever, in its judgment, the best
            interests of the Consortium will be served.
          
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            Vacancies in offices, however occasioned, may be filled at any time
            by election of individual persons to fill the unexpired terms of
            such offices.
          
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            In the absence or disability of any officer of the Consortium, or
            for any other reason deemed sufficient by the membership, the
            primary officers may delegate their powers or duties to other
            officers or representatives of member institutions.
          
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            Any officer who moves to a non-COBEC institution must resign his or
            her COBEC office and be replaced by the COBEC membership.
          
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            Failure to elect a Co-Chair, Secretary or Treasurer shall not affect
            the existence of the Consortium.
          
Article VI - Committees
        A. Creation of Committees
        
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            The officers may, by resolution passed by a majority of the
            membership, designate standing or ad hoc committees to carry out the
            business of the Consortium.
          
B. Committee Functions
        
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            Committees shall have such functions and may exercise such power of
            the officers and members as can be lawfully delegated and to the
            extent provided in the resolution or resolutions creating such
            committee or committees.
          
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            A committee may, at its discretion, solicit advice or assistance
            from individual persons with special expertise related to the charge
            of the committee.
          
C. Committee Meetings
        
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            Regular meeting of committees may be held without notice at such
            time and at such place (including Skype or conference calls) as
            shall from time to time be determined by the Chairpersons of such
            committees.
          
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            All standing and active ad hoc committees shall report to the
            membership at the biannual conferences.
          
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            At all committee meetings, a majority of the committee’s members
            shall constitute a quorum for the transaction of its business.
          
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            The acts of a majority of the members of committees present at any
            COBEC meeting at which there is a quorum shall be the act of such a
            committee.
          
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            The officers of COBEC then in office, acting as a body, shall ensure
            that other existing COBEC members fill vacancies on standing or ad
            hoc committees.
          
Article VII - Amendments
        A. Amendments to Bylaws
        
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            Amendment of the Bylaws can be made during a regularly scheduled or
            called meeting by two-thirds of the membership present and providing
            such notices of the proposed amendment be provided to each member
            thirty (30) days prior to the meeting.
          
          These By-laws Adopted By The Membership Of The Consortium For
            Belize Educational Cooperation, Inc., On The 6th Day Of February In
            2015.