ARTICLE 1- OFFICES

1.1) Offices. The principal office of the corporation shall be located in the city of Morris, county of Stevens, Minnesota. The corporation may have offices at such other places, either within or without the state of Minnesota, as the Board of Directors may from time to time establish.

ARTICLE 2 - MEMBERS

2.1) Admission of Members. An educational institution may be admitted as a member of this corporation upon the affirmative vote of three-fourths (3/4) of all the members.

2.2) Rights of Members. Except as otherwise provided, each member institution shall have the right to appoint one (1) person to serve as a director of this corporation. Each director shall have the right to vote on the admission of a new member. Except as set forth in this Section 2.2, no member shall have any voting rights.

2.3) Termination. A member may terminate its membership by delivering a written notification to the President of this corporation one hundred and eighty days (180) prior the termination date. Terminated members shall have no further claim on Council of Public Liberal Arts Colleges (CoPLAC) funds or assets.

ARTICLE 3 - BOARD OF DIRECTORS

3.1) General Powers. The activities, property and affairs of the corporation shall be managed by and under the direction of the Board of Directors. The Board of Directors shall have all powers that may be exercised by the corporation.

3.2) Number, Term and Qualifications of Directors. The Board of Directors shall consist of not fewer than the number of directors required by law. Each institution's chief executive officer shall appoint one board director. That director may be the chief executive officer or a designee of the chief executive officer. Each director shall hold office until a successor is appointed.

3.3) Resignation. A director may resign at any time by giving written notice thereof to the President of COPLAC. A resignation shall take effect upon such delivery or at some later time specified therein.

3.4) Removal. A director may be removed with or without cause by the current chief executive officer of the institution which appointed such director.

3.5) Termination. Immediately upon the termination of the membership of an institution, the term of the director appointed by such institution shall end.

3.6) Vacancies. If for any reason a director cannot serve and his or her office is vacate, the chief executive officer of the institution which appointed the director shall promptly appoint a successor.

ARTICLE 4 - MEETINGS

4.1) Schedule of Meetings. The first meeting after June 1 of each year shall constitute the Annual Meeting and shall be held for the purpose of election of officers and the transition of other business properly coming before the directors. An additional semi-annual meeting shall be held at the yearly AAC&U conference in January. At this meeting, all business of COPLAC may be conducted, as long as there is a quorum of board members. There may be such other regular meetings of the Board of Directors as may from time to time be scheduled by the President or a majority of the Board of Directors. Special meetings of the Board of Directors may be called at any time by the Secretary, upon written request by the President or by not less than half of the directors. (Updated June, 2006)

4.2) Notice of Meetings. The Secretary shall give to each director, by mail, e-mail, fax or in person, written notice of the time and place of (i) each annual meeting at least seven (7) days prior to the date thereof, and (ii) each regular or special meeting at least three (3) days prior to the date thereof. Notice in each case shall specify the time and place of the meeting, and in the case of a special meeting, the purpose or purposes thereof. The attendance and participation of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and does not take part in the meeting except to object to the transaction of any business because the meeting is not lawfully called or convened.

4.3) Place of and Representation at Meetings. Meetings of the Board of Directors shall be held at such place as may be designated by the President in the case of special meetings or the Board of Directors in all other instances. To remain a member in good standing, an institution shall be expected to be represented at annual meetings. The Board of Directors shall consistent with these Bylaws determine the right and privileges of a member in good standing. A director shall have the right to appoint a proxy to vote or otherwise act for the director. The appointee shall deliver to the executive committee a signed proxy prior to voting

4.4) Quorum. Duly appointed directors from one half of all member institutions shall constitute a quorum for the transaction of business. A director is deemed present if he or she is a party to a conference telephone conversation among the directors.

4.5) Voting. Each director shall have one (1) vote. Except as otherwise specifically provided herein, issues shall be passed by the affirmative vote of the majority of directors present and voting, except for (i) amendments to these Bylaws or the Articles of Incorporation under Section 12.1, or (ii) removal of any officer under Section 5.8, which action shall require the approval of two-thirds (2/3) of the directors present.

4.6) Compensation. No director shall receive any compensation for services as a director. Directors may be reimbursed for any out-of-pocket expenses of attending a meeting of the Board of Directors, provided the corporation approves of such expenses in writing. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

4.7) Action Without Meeting. Any action which might be taken at a meeting of the Board of Directors may be validly taken without a meeting if a majority of the directors shall consent in writing to such action. Any such consent shall be filed with the President of the organization.

ARTICLE 5 – OFFICERS

5.1) Number. The officers of the corporation shall be a President, a Treasurer, and such other officers as the Board of Directors may, from time to time, elect. The Board of Directors shall designate a Secretary. The Board of Directors may at any time fill vacancies occurring in the corporate officerships, whether by resignation, removal or otherwise.

5.2) Election, Term of Office and Qualifications. The Board of Directors shall elect the officers at the Annual Meeting. Each such officer shall hold office until his or her successor is elected and has qualified, or until his or her resignation or removal in the manner herein provided.

5.3) President. The President shall preside at all meetings, shall act as the chief executive officer of the corporation and shall have general control of the activities of the corporation. The President shall be ex officio a member of all standing committees, may execute and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the activities of the corporation, and in general shall perform all duties incident to the office of President and such other duties as may from time to time be prescribed by the Board of Directors.

5.4) Secretary. The Secretary shall keep in the minute book proper minutes of the proceedings of a meeting and shall perform such other duties as may be prescribed by the Board of Directors.

5.5) Treasurer. The Treasurer shall have charge and custody of all funds of the corporation, shall keep and render accurate accounts of all receipts and disbursements, and shall deposit all monies of the corporation in such banks or depositories as the directors shall designate. The Treasurer shall provide a written report of the corporation's finances prior to each regularly scheduled business meeting. The Treasurer shall have the power to endorse for deposit all instruments received by the corporation, shall disburse funds of the corporation as directed by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors.

5.6) Removal. An officer may be removed, with or without cause, by action of the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of such officer.

5.7) Vacancies. The Executive Committee of the Board of Directors may any time fill vacancies occurring in the corporate officerships, whether by resignation, removal or otherwise. Such appointments shall be voted on for confirmation by a majority of members present at the next regularly scheduled or special meeting.

5.8) Other Officers. Any other officers appointed by the Board of Directors shall perform such duties and be responsible for such other offices as the Board of Directors may, from time to time, prescribe.

ARTICLE 6 - COMMITTEES

6.1) Committees. The Board of Directors may appoint committees as it may deem proper and may prescribe the functions and duties of such committees and the terms of membership of committee members.

6.2) Standing Committees. There shall be at minimum the following standing committees (1) executive committee made up of the Immediate Past President, Current President, Incoming President, Treasurer, Chair of Program/Planning Committee and Executive Director, ex officio (updated January 22, 2004), (2) membership committee, (3) program committee that will plan program activities for the annual meeting, the mid-year meeting in conjunction with the American Association of Colleges and Universities (AAC&U) and such other meetings as the membership decides, (4) communications committee.

ARTICLE 7 - FISCAL YEAR AND SEAL

7.1) Fiscal Year. The fiscal year of the corporation shall begin on July 1 and end on June 30 of such calendar year. The Board of Directors may from time to time change the corporation's fiscal year.

7.2) Seal. The corporation shall have no seal.

ARTICLE 8 - EXECUTION OF CONTRACTS

8.1) Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee, other than the President shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

ARTICLE 9 - DEPOSITS AND BUDGET

9.1) Deposits. All funds of the corporation including interest earned on the corporation's funds and no other funds shall be deposited to the credit of the corporation in such banks or other depositories as the Board of Directors may designate. For the purpose of such deposit, any person or persons to whom such power is so delegated may endorse, assign and deliver checks, drafts and such other orders for the payment of money which are payable to the order of the corporation.

9.2) Budget. The proposed annual budget of estimated income and expense, and all revisions, shall be approved by the Board of Directors. No expenses shall be incurred in excess of the budgeted appropriation without prior approval of the Board of Directors.

ARTICLE 10 - INDEMNIFICATION

10.1) Indemnification. The corporation shall indemnify its directors, officers, committee members, and employees to the fullest extent permitted by Minnesota law, including Minnesota Statutes § 317A.521.

10.2) Insurance. The corporation may purchase and maintain insurance on behalf of any indemnified party against any liability asserted against or incurred by him or her in such capacity; provided that no indemnification shall be made under any policy of insurance for any action which could not be indemnified by the corporation under Section 10.1 of this Article 10.

ARTICLE 11 - NOTICES

11.1) Notices. All notices required by these Bylaws shall be in writing and shall be mailed, e-mailed, faxed or delivered in person to the members or directors entitled thereto, at their addresses as shown on the records of the corporation.

11.2) Waiver of Notice. A member or director may waive any notice required to be given by these Bylaws, or by the Articles of Incorporation, or by statute, either before or after the time stated herein. Any such waiver in writing, signed by the person entitled to notice, shall be deemed equivalent to such notice. All waivers shall be filed with the records of the corporation.

ARTICLE 12 - AMENDMENTS

12.1) Amendments. The Board of Directors shall have the authority to amend these Bylaws, in whole or in part, at any regular meeting or a special meeting of the Board of Directors called for that purpose, where a quorum is present, upon the affirmative vote of two-thirds (2/3) of all directors present; provided, however, that if a provision of these Bylaws requires for an action the adoption by the Board of Directors of a resolution with greater than the affirmative vote of two-thirds (2/3) of the directors present, the Board of Directors may amend such provision only upon the affirmative vote of the number of directors required to act under the provision.

The undersigned, the President of the corporation, hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors on the 24th day of January, 2002.

Signed,

Thomas L. Purce

COPLAC President