BYLAWS OF PHILADELPHIA AREA COLLEGIATE COOPERATIVE

ARTICLE I
NAME

1. The name of the group purchasing organization shall be the Philadelphia Area Collegiate Cooperative (“PACC”).

ARTICLE II
MISSION STATEMENT

1. PACC’s mission is to facilitate group purchasing by its member institutions (“Members”) with individual suppliers.  PACC shall operate in accordance with acknowledged ISM and NAEP best practices and NAEP Code of Ethics, while promoting and developing the highest level of professionalism. Contractual liability will exist between a supplier and each PACC member, not PACC itself.

ARTICLE III 
OFFICE OF RECORD

1. The office of record is located at the institutional mailing address of the PACC Chair.

ARTICLE IV
MEMBERS

1. Except as hereinafter provided, the Members of PACC shall consist of the Arcadia University, Bryn Mawr College, Community College of Philadelphia, Delaware County Community College, Delaware Valley University, Drexel University, Gwynedd Mercy University, Haverford College, Immaculata University, La Salle University, Montgomery County Community College, Philadelphia College of Osteopathic Medicine, Princeton University, Saint Joseph’s University, Salus University, Swarthmore College, Temple University, University of the Arts, University of Pennsylvania, Villanova University, Widener University and Wistar Institute. (22 Institutions)

   The following were founding members of PACC:

   • Drexel University
   • Saint Joseph's University
   • Salus University (Formerly Pennsylvania College of Optometry)
   • Temple University
   • LaSalle University
   • University of Pennsylvania
   • University of Sciences
2. If any college or university in the greater Delaware Valley area is interested in joining PACC, the college or university shall communicate its interest to the PACC Chair who shall report the institution’s interest at the next meeting of the Members. The Members shall first consider whether to consider nomination of the potential member. Two-thirds (2/3) of all Members must vote affirmatively to admit the college or university.
3. A quorum is required to conduct the business of PACC. A quorum for the purposes of approving the terms of specific contracts shall be 70% of the members who are interested in the specific good of service being discussed. For all other decisions, a quorum shall be 70% of the entire membership.
4. Unless provided to the contrary in the Bylaws, all matters in which a majority of the quorum votes to approve shall be deemed approved by PACC.
5. Each Member Institution shall be entitled to one vote.
6. Membership shall continue as long as the institution wishes and remains in good standing. To remain in good standing, a Member must be a member of NAEP; be responsible for at least one vendor contract and/or serve as an administrative officer; host a PACC meeting at least once every 3-years and have institutional representation (in person or by conference call) at a minimum of 7 PACC meeting per calendar year and of those meetings, have an institutional representative attend in person for at least 5 (five) of these meetings per year. A member institution that fails to meet this requirement will be placed on probation for one (1) year. After the 1-year probation is up, the Chair will evaluate the compliance to the bylaws and make a recommendation to the members on their status.
7. No member Institution may transfer its membership in PACC.
8. A member Institution may withdraw from PACC at any time after giving written notice to the chair.
9. In addition to the situation set forth in paragraph 6, a Member may be removed from PACC if it is determined that the Member is not acting in the best interests of PACC. In order for this to occur, the Chair must notify the Member in writing prior to a meeting that the membership is considering the removal of Members. The Member may appear at the meeting and provide any information the Member wants to provide. If two-thirds of the Members vote that it is in the best interest of the PACC to remove the Member, the Member shall be removed.

ARTICLE V
ASSOCIATE AND AFFILIATE MEMBERS

1. An Associate is a college or university with NAEB Membership that PACC Members vote to include in PACC as a “trial-run” for full membership.  Associates will have the responsibility to participate in the administration of PACC duties, but shall have no voting rights.  After the initial two-year membership, a majority of a quorum of the Members may vote to confer full membership including voting rights, or in favor of extending the Associate Membership.
2. An Affiliate is a college or university with NAEB Membership that the Chair of PACC invites to participate in specific PACC group purchasing initiatives. The Chair of PACC shall not invite a college or university to participate in an initiative unless a majority of a quorum of the Members votes in favor of extending an invitation. Affiliates are not PACC members and do not have any voting rights.
    

ARTICLE VI
OFFICERS

1. The officers of the PACC shall be the Chair and Chair-Elect and shall be elected by a majority of the Members.
2. The Chair’s terms shall begin in January be two-years in length.  The Chair shall be elected in December proceeding the Chair’s term.  The Chair-Elect shall be elected in January of the second year of the Chair’s two-year term.  The Chair-Elect shall serve for one year.  Upon the expiration of the term of the Chair, the Chair-Elect shall assume the position of Chair.
3. The Chair shall preside at all meetings and shall have general management of the affairs of the PACC, including, but not limited to, the obligation to ensure that all orders and resolutions of the PACC are effectuated.
4. The Chair-Elect shall perform those duties assigned by the Chair and shall assume the responsibilities of the Chair in the event that the Chair is absent or becomes incapacitated.
5. Members may remove the Chair or Chair-Elect whenever a majority of Members vote that in their judgment, the best interests of the PACC will be served by removing the Chair or Chair-Elect.
6. If the Chair or Chair-elect position becomes vacant for any reason, the Members shall elect a successor at the meeting immediately following the vacancy and the successor shall hold office until the end of the term of the vacant position.  The successor shall be chosen by a majority of the Members.

ARTICLE VII
COMMITTEES

1. The Chair shall establish the various committees that are required to implement the objectives of the organization and appoint members to the committees.

ARTICLE VIII
BOOKS AND RECORDS

1. Every Member shall receive copies of all correspondence, bid documents and the records of the meetings and proceedings of group activities.

ARTICLE IX
AMENDMENTS

1. The Bylaws may be altered, amended, or repealed by affirmative vote of two thirds (2/3) of the Members.