THE CONSTITUTION

SECTION 2 A permanent mailing address within South Carolina will be established by the executive board.

SECTION 3 The principle office of the Association shall be designated by the office of the Secretary.

SECTION 1 The purpose of this Association shall be to:

a) Unite in an association those persons actually engaged in and whose major business is the retail and wholesale sales of books and/or merchandise and services to students, faculty and administrative staffs of institutions of higher learning in South Carolina.

b) Assist in promoting higher business and ethical standards among its members.

c) Develop effective lines of communication among members to resolve or avoid possible problem areas that could arise among members.

d) Assist and educate college store personnel and vendors to effectively serve the college community.

e) Encourage a fraternal and cooperative spirit among members of the Association.

SECTION 2 The Association is not organized for pecuniary profit. Debts incurred shall be satisfied on a current basis. Should the Association be dissolved for any reason, all legal and just debts shall be satisfied, and the remaining assets of the Association shall be transferred to the State of South Carolina.

SECTION 1 ACTIVE MEMBERS

a) Qualifications: Organizations or persons operating within South Carolina whose major business is selling books and/or supplies to the college community and whose business and ethical practices are satisfactory to the Executive Board of SCACS are eligible for membership in the Association.

b) Admission: Organizations meeting the above qualification may apply for membership in the Association and when approved by the majority of the Executive Board and upon payment of annual dues of the Association, may become an active member of the Association.

c) Termination: Membership in the Association may be terminated by the majority vote of the Executive Board for non-payment of dues, unethical or unlawful practices or not maintaining status referred to in Article III, Section 1 (a).

SECTION 2 HONORARY MEMBERS

Retired association members or others with a commitment, dedication or service to the South Carolina College community. Honorary members are nominated by SCACS members and approved by majority vote at the annual business meeting.

SECTION 1 The Executive Board shall consist of the following offices:

a) President

b) Vice President/President Elect

c) Immediate Past President

d) Secretary

e) Treasurer

f) two (2) positions of One Year Member-at-Large

g) two (2) positions of two-year Member-at-Large

A) All officers and members of the Executive Board shall be representatives in good standing of member organizations.

B) The two positions of One Year Member-at-Large shall be filled by one bookstore representative and one vendor representative.

C) The two positions of Two Year Member-at-Large shall be filled by one bookstore representative and one vendor representative.

D) At least one of the remaining positions on the Executive Board shall be filled by a bookstore representative, and at least one by a vendor representative.

E) All remaining positions shall be filled from the general membership.

SECTION 3 All members of the executive board will serve as active officers of the association with the exception of the Immediate Past President who will serve in an advisory capacity only.

SECTION 1 Thirty days prior to the Annual Meeting, the Nominating Committee shall submit to the entire membership in good standing, a slate of nominees for PRESIDENT/VICE PRESIDENT ELECT, SECRETARY, TREASURER, and the two (2), TWO-YEAR MEMBERS-AT-LARGE to be elected that year. Election shall be held during the Annual Meeting of the Association.

SECTION 2 It shall be the duty of the President in appointing a Nominating Committee to charge that committee with the responsibility of using due diligence in seeing that all provisions of ARTICLE IV: Section 2 be carried out, and that an attempt be made to ensure that different types of stores and vendors be fairly represented on the Executive Board.

SECTION 3 Additional nominations may be made from the floor during the Annual Meeting.

SECTION 4 Nominations will be closed after the floor has had an opportunity to nominate candidates, and voting will be done by secret ballot or show of hands as outlined by Robert's Rules of Order. The presiding officer will appoint an ad-hoc tabulating committee to count the vote and announce the winner of each ballot without disclosing the actual number of votes cast for individual candidates. A simple majority of members casting votes will elect a candidate. In the event of a tie vote, the presiding officer will cast the deciding vote.

SECTION 5 The officers of the Executive Board shall be elected for one year extending from one annual meeting to the next with the following exceptions:

a) The President who will advance to the office of Immediate Past President without a further general election.

b) The vice President/President Elect who will advance to the office of President without a further general election.

c) The Two-Year Members-at-Large who will advance to the offices of One Year Member-at Large without a further general election.

d) The Treasurer who will be elected for a two year term of office. (The actual responsibilities of the Secretary and Treasurer will overlap for two months beyond the election of new officers to permit a better transition in these offices.)

SECTION 6 Vacancy of any office will be declared when the elected official filling the office ceases to be affiliated with the member organization, dies, resigns, or is terminated in accordance with Article III subpara c.

SECTION 7 In the event of a vacancy in the Office of the President, the Vice President/President Elect shall immediately succeed to the Office of the President. Vacancies occurring in other offices of the Association shall be filled by Presidential appointment approved by the Executive Board.

SECTION 8 Officers of the Association and members of the Executive Board may not be elected to the same position for more than two consecutive terms.

SECTION 9 Elected Officers shall be installed during the Annual Meeting of the election year.

Amendments to the Constitution and By-Laws of the Association shall be made only during the Annual Meeting of the Association. Proposed amendments shall be submitted to the President thirty (30) days or more prior to the published date of the Annual Meeting. Proposed amendments shall be presented to the active membership by mail not later than ten (10) days prior to the published date of the Annual Meeting. Two thirds (2/3) affirmative votes cast by members attending the Annual Meeting and voting are required to carry the amendment.

The emblem of the Association shall be in the form of a double circle. Within the two circles will be inscribed South Carolina Association of College Stores. Within the inner circle an outline of the State of South Carolina will have superimposed thereon the initials "SCACS" an open textbook, ink well and quill. Underneath the state outline will be inscribed Founded 1978.

SECTION 1 PRESIDENT: It shall be the duty of the President to preside at the Annual, Special and Executive Board Meetings of the Association. The President shall:

a) Appoint standing ad-hoc and special committees and chairs of such committees with approval of the Executive Board.

b) Supervise and direct the day-to-day activities of the Association.

c) As necessary, issue directives and establish temporary policies and procedures not other wise specifically covered by the Constitution and By Laws pending the next meeting of the Executive Board.

d) Act as ex-officio member of all committees except the Nomination Committee.

e) Be one of three members of the Executive Board authorized to countersign check disbursement of the Association.

SECTION 2 VICE PRESIDENT/PRESIDENT ELECT:

a) It shall be the duty of the Vice President/President Elect to exercise all the power, prerogatives and duties of the President in the absences of the President at the various meetings of the Association.

b) Upon the death, resignation, or removal from office of the President, the vice president/President Elect shall assume the Office of the President of the Association.

c) The Vice President shall interpret and enforce the established rules and procedures of "Robert's Rules of Order" during all meetings of the Association.

d) The Vice President/President Elect shall be a member of the Executive Board.

SECTION 3 SECRETARY: The Secretary shall keep a true and accurate record of all meetings of the Association. Committee Chairs shall provide the Secretary with reports of committee meetings for inclusion in the official records of the Association. The Secretary shall:

a) Transmit a copy of minutes of the Annual Meeting to the membership within a reasonable time after adjournment. These minutes are to include committee reports submitted during the year. Transmittal method will be at the discretion of the Secretary.

b) Conduct all correspondence relating to the general business of the Association. Issue all notices of meetings of the Association and Executive Board, Maintain a complete file of correspondence mailed and received by the Association. All files maintained by the Secretary will be passed to the succeeding Secretary.

c) Maintain an accurate and up-to-date register of all active members of the Association.

d) The Secretary will be a member of the Executive Board.

e) Be one of three members of the Executive Board authorized to countersign check disbursements of the Association.

SECTION 4 TREASURER: The Treasurer shall keep an accurate detailed record of all receipts and disbursement of the funds of the Association. The Treasurer shall:

a) Have custody of all moneys and securities received in the name of the Association.

b) Deposit all moneys and securities received in the name of the Association to the credit of the Association in such depositories as may be approved by the Executive Board.

c) Prepare a financial statement for the fiscal year and submit such statement to the Executive Board for approval prior to the Annual Meeting. Submit the approved financial statement to the membership at the Annual Meeting.

d) Provide such financial information to the President and/or Executive Board as may be requested from time to time.

e) Submit a budget report for the upcoming fiscal year to the Executive Board for approval prior to the Annual Meeting. A copy of the approved budget shall be furnished to the membership at the Annual Meeting.

f) Be a member of the Executive Board.

g) Be one of three members of the Executive Board authorized to countersign check disbursement of the Association.

h) Submit annual reporting to the South Carolina Secretary of State's office along with any required fees.

SECTION 5 MEMBERS-AT-LARGE: The One and Two year Members-at-Large shall serve on the Executive Board and provide views of members and vendor companies from regions not served by other members of the Executive Board. The one year vendor member-at-large will provide leadership on issues relating specifically to vendors.

SECTION 6 INDEMNIFICATION: The Association shall indemnify and hold harmless any Director or officer of the South Carolina Association of College Stores from and against any and all liabilities, obligations, claims, fees and expenses as well as reasonable litigation expenses including attorneys' fees incurred by such Director or officer i connection with any action suit or proceeding in which such officer or Director is a party by reason of being or having been such officer or Director. This indemnification shall operate and be construed to protect any officer or Director of the Association from liability for any actions taken in the course of discharging duties as officer or Director to the full extent allowed by the laws of the State of South Carolina.

SECTION 1 EXECUTIVE BOARD: It shall be the duty of the Executive Board to have general supervision of the affairs of the Association. The Executive Board shall:

a) Determine and set policy for governing the Association.

b) Authorize the disbursement of Association funds as may be necessary as authorized by the budget or on a case by case basis as may be required to operate the Association in an accepted business like manner.

c) As necessary, authorize the President to enter into a contract binding on the Association.

SECTION 2 STANDING COMMITTEES: The President shall appoint the following committees as soon as practical after his election and installation:

Nominating Committee: The Nominating Committee shall consist of five members, one of whom shall be the immediate past president to serve as the chair. The President should endeavor to appoint to this committee a representative spectrum of the association membership. This committee will recommend candidates for the various elected offices and positions of the Association to be elected at the next Annual Meeting of the Association.

Annual Meeting Committee: The annual Meeting Committee will assist the President and Executive Board in choosing the site, planning, coordinating and conducting the Annual Meeting. The Chair of this committee shall be designated by the President. The size of this committee will be at the discretion of the President.

Program Committee: The Program Committee will select and present programs for the Annual and Special Meetings. Program topics will be approved by the Executive Board. The Chair of this committee shall be designated by the President. The size of this committee will be at the discretion of the President. The Chair of this committee will assist and coordinate with the Annual Meeting Committee Chair for the program proposed for the Annual Meeting.

Executive Committee: The Executive Committee will consist of executive board members, the chairmen of the Program Committee and Annual Meeting Committee, and any other chairperson deemed necessary by the President. They will meet within 60 days of the annual meeting to develop an operating budget for the current year.

Membership Committee: The Membership Committee will recontact old members, gain new members, and expand the current member numbers to include more people from each College or Company. This committee would also serve as a welcoming body for new members and help introduce them to the current membership at the annual meeting.

Scholarship Committe: The Scholarship Committe shall be responsible for the Administration of the scholarship fund and for the recommendation of scholarship recipients to the Executive Board

SECTION 3 SPECIAL COMMITTEES: The President may appoint special committee from time to time as may be deemed necessary for the successful conduct of Association Business and Social Programs.

SECTION 4 COMMITTEE MEMBERSHIP APPROVAL: Appointments to the various committees will be submitted by the President to the Executive Board for approval.

SECTION 5 COMMITTEE MEMBERSHIP ELIGIBILITY: Members of the Executive Board shall be the member organization's designated representative in good standing in the Association at the time of election. Members of the various committees shall be employed by the member organization at the time of appointment. Any member of a Board or Committee who is no longer employed by an Association Member Organization will be terminated from a committee membership.

SECTION 1 ANNUAL MEETING:

a) There shall be an Annual Meeting of the Association to elect officers and members of the Executive Board for the up coming year and to transact such other business as shall legally come before it. The time and place of the Annual Meeting shall be approved by the Executive Board.

b) No member or firm is to provide entertainment in any manner for any member or members of the South Carolina Association of College Stores.

c) A quorum shall consist of the members present.

d) Only vendor members who have been members in good standing for a full calendar year will be allowed to participate in exhibits.

SECTION 2 EXECUTIVE BOARD MEETING: The Executive Board shall hold at least one meeting annually at a time and place best suited to transact such business as may be necessary to conduct the affairs of the Association. Other meetings may be called at the request of any member of the Executive Board to conduct Association Business.

SECTION 3 SPECIAL MEETINGS: Special meetings of the Association may be called at any time by the President or the Executive Board or upon the petition of one forth of the membership.

SECTION 4 STANDING AND SPECIAL COMMITTEE MEETINGS: Standing and Special Committee Meetings shall meet upon the call of the President or chair at a time and place best suited to conduct Association simple majority on any committee shall constitute a quorum.

SECTION 1 Each member or member organization of the Association in good standing shall be entitled to one vote at the Annual Meeting and at all Special Meetings. Vote will be cast by the designated representative of the member organization in person. There shall be no proxy.

SECTION 2 Each member of the Executive Board shall be entitled to only one vote in Executive Board Meetings, no matter the number of offices held.

SECTION 1 ANNUAL DUES: Annual dues for the membership shall be set by the Executive Board prior to the Annual Meeting and must be approved by three fourths (3/4) of the membership present at the Annual Meeting. If the Executive Board does not recommend a change in the Annual Dues schedule, the Annual Dues Schedule will remain the same as the previous year. Annual Dues are payable on or before the first day of March each year.

SECTION 1 FISCAL YEAR: The fiscal year of the Association shall be from March 1 to the last day of February.

SECTION 1 RULES OF ORDER: The rules of parliamentary procedure as established by "ROBERT'S RULES OF ORDER" shall govern all meetings of this Association, unless otherwise superseded by the Constitution and By-Laws of the Association.

SECTION 1 AMENDMENTS: Amendments to the Constitution and By Laws of the Association shall be made only at the Annual Meeting thereof. All proposed amendments shall be submitted in writing to the President thirty (30) days or more in advance of the scheduled Annual Meeting. Proposed amendments shall be presented to the membership by mail not later than ten (10) day prior to the scheduled Annual Meeting. A two thirds (2/3) affirmative vote cast at the Annual Meeting is required for adoption of any proposed amendment.