Classical Association of the Atlantic States Inc.

“The Executive Committee includes nine officers (President, First VP, Second VP, Secretary, Executive Director, Program Coordinator, Officer at Large, Treasurer, and Editor of Classical World); all members of the Executive Committee are also on the governing body; and the Executive Committee has all powers of the Board when the Board is not in session, except as otherwise provided in the bylaws of the organization.”

“All people who reside or work within the territory of the Corporation and are interested in the study and the teaching of Classics, whether they are actually engaged in teaching or not, shall be eligible for membership in the Corporation. The Board of Directors may offer membership to those who reside and work outside the Atlantic States. These members shall not, however, be eligible to vote or to hold office.”

“The President, First Vice President, Second Vice President, Officer-at-Large, AND REGIONAL DIRECTORS are elected by the membership at the Business Session at the Annual Meeting of the Members. All other officers are appointed by the Board of Directors.”

“The following corporate actions may not be taken without the approval of the members: (A) A majority of the votes cast at a meeting of the members is required for (1) any amendment of or change to the certificate of incorporation (except no vote of members is required to change the location of the corporation's office, the Post Office address to which the Secretary of State shall mail a copy of any process against the corporation, and the designation of a registered agent or the address of a registered agent), or (2) a petition for judicial dissolution; (B) two-thirds of the votes cast at a meeting of the members is required for (1) disposing of all, or substantially all, of the assets of the corporation, (2) approval of a plan of merger, (3) authorization of a plan of non-judicial dissolution, or (4) revocation of a voluntary dissolution proceeding. Provided, however, that the affirmative votes cast in favor of any such action shall be at least equal to the minimum number of votes necessary to constitute a quorum. These Bylaws may be amended or repealed by the affirmative vote of two-thirds of members present and entitled to vote at any Meeting of the Members, provided that the proposed amendment(s) shall have been duly sent to the membership in the notice of meeting and posted on the Corporation's web site.”

“The Board's Finance Committee will review a draft copy of the Form 990 before it is filed. A final copy of Form 990 will be provided to all board members before it is filed with the IRS.”

“All members of the board of directors complete an annual disclosure form at the fall board meeting in which they provide information about any personal or professional relationships which may entail an existing or potential conflict of interest with the organization. At the conclusion of the board meeting, the treasurer, in consultation with the executive director, reviews the disclosure forms and verifies whether or not any existing or potential conflicts of interest do indeed exist. To date, CAAS has not had any conflicts of interest. In the event of a future conflict of interest, the treasurer would inform the executive director of the conflict, and the executive director would take the appropriate actions to resolve the conflict.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request and posts its financial statements on its website.”