Bylaws: BDPA Middle Tennessee

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These are the current bylaws of our BDPA Middle Tennessee chapter. They were adopted in June 2005.

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Bylaws: BDPA Middle Tennessee

  1. 1. BDPA - Information Technology Thought Leaders BDPA Middle Tennessee BylawsBlack Data Processing Associates Middle Tennessee By-laws Adopted June 2005
  2. 2. TABLE OF CONTENTS ARTICLE 1. NAME.....................................................................................................................................................4 ARTICLE 2. OBJECTIVE AND BUSINESS AREAS ................................................................................................4 SECTION 1. OBJECTIVE ......................................................................................................................................4 SECTION 2. BUSINESS AREAS............................................................................................................................4 ARTICLE 3. MEMBERSHIP DEFINITION ...............................................................................................................4 SECTION 1. MEMBERSHIP ..................................................................................................................................4 SECTION 2. FINANCIAL OBLIGATIONS ...........................................................................................................5 SECTION 3. APPLICATION ..................................................................................................................................5 SECTION 4. TERMINATION.................................................................................................................................5 ARTICLE 4. OFFICERS OF THE ASSOCIATION....................................................................................................6 SECTION 1. EXECUTIVE OFFICERS - ELECTED AND APPOINTED .............................................................6 SECTION 2. TERM OF OFFICE ............................................................................................................................6 SECTION 3. RESPONSIBILITIES OF OFFICERS ................................................................................................6 SECTION 4. VACANCIES......................................................................................................................................8 SECTION 5. REMOVAL FROM OFFICE ..............................................................................................................8 ARTICLE 5. BOARD OF DIRECTORS .....................................................................................................................8 SECTION 1. BOARD MEMBERSHIP ...................................................................................................................8 SECTION 2. BOARD POLICY ...............................................................................................................................9 ARTICLE 6. COMMITTEES OF THE ASSOCIATION ............................................................................................9 SECTION 1. EXECUTIVE COMMITTEE .............................................................................................................9 SECTION 2. AD HOC COMMITTEES ..................................................................................................................9 ARTICLE 7. NOMINATIONS AND ELECTIONS ....................................................................................................9 SECTION 1. ELIGIBILITY .....................................................................................................................................9 SECTION 2. NOMINATIONS ..............................................................................................................................10 SECTION 3. ELECTIONS.....................................................................................................................................10 ARTICLE 8. SELECTIONS AND APPOINTMENTS..............................................................................................10 SECTION 1. ELIGIBILITY ...................................................................................................................................10 SECTION 2. SELECTIONS ..................................................................................................................................10 SECTION 3. APPOINTMENTS ............................................................................................................................11 ARTICLE 9. MEETINGS ..........................................................................................................................................11 SECTION 1. QUORUM.........................................................................................................................................11 SECTION 2. VOTING ...........................................................................................................................................12Middle Tennessee BDPA Bylaws 2 Adopted June 2005
  3. 3. SECTION 3. NATIONAL MEETING ...................................................................................................................12 SECTION 4. BOARD OF DIRECTORS MEETINGS ..........................................................................................12 SECTION 5. EXECUTIVE COMMITTEE MEETINGS ......................................................................................12 ARTICLE 10. FISCAL AND FINANCIAL POLICIES.............................................................................................12 SECTION 1. FISCAL YEAR .................................................................................................................................12 SECTION 2. DISBURSEMENTS AND FINANCIAL COMMITMENTS ...........................................................12 ARTICLE 11. AMENDMENT OF BY-LAWS .........................................................................................................13 SECTION 1. PROPOSALS FOR AMENDMENT ................................................................................................13 ARTICLE 12. PARLIAMENTARY PROCEDURES ................................................................................................13 ARTICLE 13. FINANCIAL PROCEDURES ............................................................................................................13 SECTION 1. ACCOUNTING PRINCIPLES .........................................................................................................13 SECTION 2. FINANCIAL STATEMENTS ..........................................................................................................14 SECTION 3. FINANCIAL POLICY......................................................................................................................14 ARTICLE 14. INDEMNIFICATION.........................................................................................................................14 ARTICLE 15. BDPA EDUCATION and TECHNOLOGY FOUNDATION ............................................................14Middle Tennessee BDPA Bylaws 3 Adopted June 2005
  4. 4. ARTICLE 1. NAME The name of this organization shall be Black Data Processing Associates (hereinafter referred to as the Association).ARTICLE 2. OBJECTIVE AND BUSINESS AREAS SECTION 1. OBJECTIVE 2.1.1. The objective of the Association is to accumulate a pool of Information Technology knowledge and business expertise with the intention of utilizing these resources to: 2.1.2. Strengthen the expertise of minority members of the Information Technology community; 2.1.3. Offer this expertise to those minorities evaluating Information Technology for future career/business potential; 2.1.4. Broaden the Information Technology knowledge of the minority community as a whole; 2.1.5. Participate in all activities directly related thereto. SECTION 2. BUSINESS AREAS The objective of the Association will be carried out through five (5) business areas: 2.2.1. Business Management 2.2.2. Membership Management 2.2.3. Finance 2.2.4. Member Services 2.2.5. Strategy & PlanningARTICLE 3. MEMBERSHIP DEFINITION SECTION 1. MEMBERSHIP 3.1.1. Shall be comprised of individuals and chartered local chapters within the United States or in other countries, which have accepted the by-laws as set forth in this document and are financially current. Individual membership and Local chapter classifications are:Middle Tennessee BDPA Bylaws 4 Adopted June 2005
  5. 5. 3.1.2. Full Member - Information Technology professional or a person who has an interest in the profession that has paid full membership dues and is affiliated with a local chapter of the Association. 3.1.3. Student Member - Full time registered student at an accredited educational institution who paid the student membership dues rate, which is less than the full membership dues. A Student Member can be a member of either a Chartered Local chapter or a Chartered Student chapter. 3.1.4. Local Chapter - A chapter that has been duly chartered according to policies determined by the National Executive Committee and approved by the Board of Directors of the Association. A Local Chapter is classified as: 3.1.4.1 A Chartered Local chapter, if it applies for membership in the Association and does not specify a designation to be recognized as a Chartered Student chapter. 3.1.4.2 A Chartered Student Chapter, if it applies for membership in the Association and specifies that it seeks recognition and status as a Chartered Student chapter. SECTION 2. FINANCIAL OBLIGATIONS 3.2.1. Amount of annual dues shall be determined by the Executive Committee and approved by the Board of Directors. SECTION 3. APPLICATION 3.3.1. Application for individual memberships shall be made to the National Office by submission of a completed official application form and the appropriate membership dues. 3.3.2. Application for a Local Chapter Charter shall be submitted by the prospective Local Chapter to the National Office according to policy determined by the Executive Committee and approved by the Board of Directors. SECTION 4. TERMINATION 3.4.1. Shall occur as a result of dues delinquency or conduct deemed by the Board of Directors to be detrimental to the best interests of the Association. 3.4.2. Shall require that the terminated chapter(s) cease and desist from using the name Black Data Processing Associates and/or the abbreviation "BDPA" in any form within its name.Middle Tennessee BDPA Bylaws 5 Adopted June 2005
  6. 6. 3.4.3. Shall occur whenever chapter membership falls below five currently financial members, two of who must be full members. 3.4.4. Shall take effect after sufficient grace period to be determined by the Board of Directors. Termination shall mean discontinuance of any and all existing or planned benefits, financial and/or administrative support.ARTICLE 4. OFFICERS OF THE ASSOCIATION SECTION 1. EXECUTIVE OFFICERS - ELECTED AND APPOINTED 4.1.1. Shall consist of the elected officers President, President Elect, Vice President of Finance, and be elected in accordance with provisions of Article 7, Section 3. 4.1.2. Shall consist of the appointed officers Vice President of Membership Management, Vice President of Member Services, Vice President of Strategy and Planning and Outside Directors be appointed in accordance with provisions of Article 8, Section 3. 4.1.3. Shall consist of the Founder. 4.1.4. Shall consist of the Immediate Past President. 4.1.5. All Executive Officers, except the Founder(s), must be bonded. SECTION 2. TERM OF OFFICE 4.2.1. Shall be defined as two years running concurrently with the fiscal year. 4.2.2. The President shall serve for one term or until their successor is elected or appointed. 4.2.3. The President Elect will serve as President in the term of office following the completion of their full term of office as President Elect. 4.2.4. The President will serve as Immediate Past President in the term of office following the completion of their full term of office as President. 4.2.5. The term of office for the Founder(s) shall be the natural life of the Founder(s). SECTION 3. RESPONSIBILITIES OF OFFICERS 4.3.1. The President shall: 4.3.1.1 Preside over all meetings of the Executive Committee, the Board of Directors, and the Association.Middle Tennessee BDPA Bylaws 6 Adopted June 2005
  7. 7. 4.3.1.2. Be responsible for seeing that the decisions of the Association are carried out. 4.3.1.3. Be an ex-officio member of all committees, both standing and ADHOC. 4.3.1.4. Have the power to appoint specific committees with the approval of the Executive Committee. 4.3.1.5. Serve as the official spokesperson for the Association. 4.3.1.6. Serve as Chairperson of the Board of Directors. 4.3.1.7. Ensure National strategic plan is updated and followed as approved by the Board of Directors. 4.3.2. The President Elect shall: 4.3.2.1. Serve as the Vice President of Business Management. 4.3.2.2. Serve as President in the absence of the President. 4.3.2.3. Fulfill the duties of Assistant Vice President of Finance of the Association. 4.3.2.4. Coordinate the activities of the Associations ADHOC Committees. 4.3.2.5. Be responsible for determining when a quorum has been reached at all meetings of the Association. 4.3.3. The Vice President of Finance shall: 4.3.3.1 Manage all activities of the Finance Business Area. 4.3.3.2. Be responsible for maintaining complete financial records of all monies received and distributed by the Association. 4.3.3.3. Issue periodic financial reports in writing as required by the Board of Directors and at National Meetings. 4.3.3.4. Determine which member chapters of the Association are financially current. 4.3.3.5. Oversee the collection of fees and dues. 4.3.3.6. Disburse funds as directed by the Executive Committee. 4.3.4. The Vice President of Membership Management shall manage all activities of the Membership Management Business Area. 4.3.5. The Vice President of Members Services shall manage all activities of the Membership Services Business Area. 4.3.6. The Vice President of Strategy & Planning shall manage all activities of the Strategy & Planning Business Area. 4.3.7. The Immediate Past President shall at the discretion of the President: 4.3.7.1. Advise the National President. 4.3.7.2. Maintain the articling of the Association’s history. 4.3.7.3. Provide continuity of BDPA strategies, objectives and goals. 4.3.7.4. Serve as the Parliamentarian. 4.3.8. The Founder shall at the discretion of the President:Middle Tennessee BDPA Bylaws 7 Adopted June 2005
  8. 8. 4.3.8.1. Advise the National President. 4.3.8.2. Be an official spokesperson for the Association. SECTION 4. VACANCIES 4.4.1 For the position of President-elect and VP of Finance, and if less than one year is remaining to be served as a result of the vacancy, shall be filled by appointment of the NEC and the approval of the Board of Directors at a Board of Directors meeting by a majority (2/3) of the Board members present, to serve the remainder of the vacant term. 4.4.2. For the position of President-elect and VP of Finance, and if more than one year is remaining to be served as a result of the vacancy, shall be by Special Election called by a 2/3 majority of the Board of Directors present at a Board of Directors meeting and requiring no less than 60-days prior notice of the date that the Special Election by the Board of Directors is scheduled to take place. This rule will apply except when the 60-days prior notice means that the next earliest Board of Directors meeting following the 60-days prior notice is the same Board of Directors meeting that occurs during the National meeting, in which case, the Delegates attending that National meeting will have the power and authority to conduct the election and vote for filling the vacancy in the same manner as would normally occur during a normal election for filling that office. In the event that a Special election, as defined within this Article is ever required, the Board of Directors shall have the power to temporarily Suspend the Rules as defined only in Article 7, Section 2 and Section 3 in order to accommodate the election process being successfully completed, and requires a 2/3 majority of the Board of Directors present at a Board of Directors meeting prior to the Election and prior to the required 60-days prior notice of the Special Election. SECTION 5. REMOVAL FROM OFFICE 4.5.1. Shall occur for failure to maintain membership in a local chapter. 4.5.2. Shall be a result of conduct deemed by the Board of Directors, by a two-thirds vote, to be detrimental to the best interests of the Association.ARTICLE 5. BOARD OF DIRECTORS SECTION 1. BOARD MEMBERSHIP 5.1. Shall be composed of: 5.1.1.1 The Executive Officers of the Association as defined in Article 4, Section 1. 5.1.1.2. The Presidents of all Chartered chapters.Middle Tennessee BDPA Bylaws 8 Adopted June 2005
  9. 9. 5.1.1.3. Two (2) to four (4) Outside Directors to be approved by the Board of Directors to serve for a term of (1) year. 5.1.1.4. The Executive Director of the BDPA Education and Technology Foundation. SECTION 2. BOARD POLICY 5.2.1. The Board of Directors: 5.2.1.1. Shall provide direction and establish policy for the Association, including but not limited to directing the Officers of the Association to retain or to employ those services which are necessary to conduct the business of the association. 5.2.1.2. Shall have its recommendations accepted as the policy of the organization.ARTICLE 6. COMMITTEES OF THE ASSOCIATION SECTION 1. EXECUTIVE COMMITTEE 6.1.1. Shall consist of the Executive Officers of the Association, as defined in Article 4, Section 1. 6.1.2. Shall execute the directives of the Board of Directors. 6.1.3. Shall evaluate any issues unresolved at meetings of the Board of Directors. 6.1.4. Shall report its recommendations to the Board of Directors. SECTION 2. AD HOC COMMITTEES 6.2.1. Shall be established or terminated as deemed necessary by the President or the Executive Committee. 6.2.2. Shall have their chairpersons appointed by the President in accordance with Article 4, Section 3.1.4. 6.2.3. Shall have their membership appointed by the respective chairpersons as necessary.ARTICLE 7. NOMINATIONS AND ELECTIONS SECTION 1. ELIGIBILITY 7.1.1. For the office of President, President Elect and Vice President of Finance shall be restricted to full members of Charted Local chapters. 7.1.2. For all offices, shall be restricted to members who are financially solvent in a Chartered Local chapter.Middle Tennessee BDPA Bylaws 9 Adopted June 2005
  10. 10. SECTION 2. NOMINATIONS 7.2.1. Shall be received in writing by the Chairperson(s) of the Nomination and Election Committee from official representatives of member chapters at least one-hundred twenty (120) days prior to the National Meeting. 7.2.2. Shall be approved for one office per nominee. 7.2.3. Shall be reported as approved by the Nominations and Elections Committee to the member chapters no later than (60) days prior to the National Meeting. 7.2.4. Shall be formally presented by the Nominations and Elections Committee at the National Meeting 7.2.5. Nominations shall be accepted from the floor, for those offices having less than two (2) candidates, when such action is approved by a two thirds (2/3) majority of the Delegates in attendance at a duly convened National Delegates meeting. SECTION 3. ELECTIONS 7.3.1. Shall be conducted and supervised by the Nominations and Elections Committee. 7.3.2. Shall be held at the National Meeting. 7.3.3. Shall be held in accordance with the requirements of Article 7, Section 2.ARTICLE 8. SELECTIONS AND APPOINTMENTS SECTION 1. ELIGIBILITY 8.1.1. For the office of Vice President of Membership Management, Vice President of Member Services and Vice President of Strategy and Planning shall be restricted to full members of a Chartered Local chapter. 8.1.2. For all offices, shall be restricted to Full Members who are financially solvent in a Chartered Local chapter. 8.1.3. Shall be restricted to members who have the skills and qualifications for the positions. SECTION 2. SELECTIONS 8.2.1. The National Office shall receive Resumes’ and supporting information on qualified candidates at least 60 days prior to the Board of Directors Meeting.Middle Tennessee BDPA Bylaws 10 Adopted June 2005
  11. 11. 8.2.2. President will make recommendations to the Executive Committee for review and approval. Following NEC approval the president will request approval from the NBOD 8.2.3. President will make recommendations to the Board of Directors for review and approval. SECTION 3. APPOINTMENTS 8.3.1. For Executive Officers (as defined in Article 4, Section 1, Item 2), shall be made by the President, with approval by the Board of Directors at a Board of Directors meeting, by a two-thirds (2/3) majority of the Board Members in attendance 8.3.2. For all other positions, selected and appointed, shall be made by the Board of Directors at the Board of Directors meeting by a two-thirds (2/3) majority of the Board Members in attendance.ARTICLE 9. MEETINGS SECTION 1. QUORUM 9.1.1. For National Meetings shall consist of a majority of the delegates. 9.1.1.1. Delegates are selected by, and from among, the membership of local chapters to sit as a single deliberative body, for the purpose of voting during the National Meeting. 9.1.1.2. For Board of Directors Meetings shall consist of a simple majority (half plus 1) of the members of the Board of Directors 9.1.2. For Executive Committee Meetings shall consist of a majority of members of the Executive Committee. 9.1.3. For all meetings: 9.1.3.1 Shall be binding once declared. 9.1.3.2. Shall be declared by the President Elect. 9.1.3.3. Shall, in the absence of the President Elect, be declared by the President or the Presidents delegate respectively. 9.1.3.4. Shall not include nor allow for the use of proxies.Middle Tennessee BDPA Bylaws 11 Adopted June 2005
  12. 12. SECTION 2. VOTING 9.2.1. Shall be by ballot for elections; roll call, hand vote, voice vote or as directed by the chair of the meeting. 9.2.2. Shall be accepted by proxy in accordance with the Proxy Procedures and Guidelines. 9.2.3. Shall be accepted from delegates in accordance with guidelines established by the Board of Directors. SECTION 3. NATIONAL MEETING 9.3.1. Shall be held at least once annually at a time and place established by the Board of Directors. 9.3.2. Shall be official when a quorum is declared. SECTION 4. BOARD OF DIRECTORS MEETINGS 9.4.1. Shall be held at least quarterly at a time and place to be determined by the President. 9.4.2. Shall be official when a quorum is declared. SECTION 5. EXECUTIVE COMMITTEE MEETINGS 9.5.1. Shall be held at a time and place determined by the President. 9.5.2. Shall be official when a quorum is declared.ARTICLE 10. FISCAL AND FINANCIAL POLICIES SECTION 1. FISCAL YEAR 10.1.1. Shall begin January 1 and end December 31 of each year. SECTION 2. DISBURSEMENTS AND FINANCIAL COMMITMENTS 10.2.1. All disbursements shall be signed on behalf of the Association in such manner as shall from time to time be determined by the Executive Committee. In the absence of suchMiddle Tennessee BDPA Bylaws 12 Adopted June 2005
  13. 13. determination by the Executive Committee all disbursements shall be signed by two of the following: President, President Elect, Vice President of Finance or a designated person. 10.2.2. All disbursements and financial commitments shall be made in accordance with polices established by the Board of Directors.ARTICLE 11. AMENDMENT OF BY-LAWS SECTION 1. PROPOSALS FOR AMENDMENT 11.1.1. Shall be presented at a National Meeting as a resolution from the Board of Directors or by a designate. 11.1.2. Shall have been approved by a two-thirds majority of those present at a scheduled meeting of the Board of Directors, or of the membership of the presenting chapter. 11.1.3. Must be received at the National Office at least one hundred and twenty (120) days prior to a scheduled National Meeting in order to become an agenda item for said National Meeting. 11.1.4. Shall be adopted as an amendment to these By-Laws by a majority of the voting delegates present at a National Meeting. 11.1.5. Must be submitted by a member of the Association.ARTICLE 12. PARLIAMENTARY PROCEDURES 12.1. The rules contained in the current edition of "Roberts Rules of Order" shall govern the Association, except in special cases in which they are not consistent with these by- laws and any special rules of order the Association may adopt.ARTICLE 13. FINANCIAL PROCEDURES SECTION 1. ACCOUNTING PRINCIPLES 13.1.1 The Association shall employ generally accepted accounting principles. Each fiduciary entity shall use these principles to execute financial record keeping and reporting activities. Once drafted they shall be submitted and approved by the NEC and NBODMiddle Tennessee BDPA Bylaws 13 Adopted June 2005
  14. 14. SECTION 2. FINANCIAL STATEMENTS 13.2.1. The Association and each of its fiduciary sub-units shall periodically and regularly issue financial statements for their activities to their constituents. These statements shall include, but not be limited to a balance sheet, an income statement and corresponding budgets. Significant events- conferences, workshops, fund raising and other events - shall be individually reported upon in the same manner within a reasonable period of their conclusion. SECTION 3. FINANCIAL POLICY 13.3.1. Financial policies define the detailed nature of financial reports, record keeping and associated procedures. The Finance Business Area is charged with developing and publicizing the policies. This includes defining the exact size of a reasonable period, the form and content of reports, and the development of manuals of instructions to facilitate executing the policies.ARTICLE 14. INDEMNIFICATION 14.1. Shall allow the Association the power to purchase and maintain insurance on behalf of any person who is or was an officer, director, employee or agent of the Association. 14.2. Any such insurance shall be determined and approved by the Board of Directors.ARTICLE 15. BDPA EDUCATION and TECHNOLOGY FOUNDATION 15.1. The Foundation is to integrate the fund raising activities of the Association into a coherent whole. It shall acquire and invest funds to produce an endowment that will earn enough to provide the Association a secure financial basis for its activities. The foundation will fund grant requests equaling no less than 25% of its annual gross revenues directly to the local chapters of BDPA in support of their education and technology programs.Middle Tennessee BDPA Bylaws 14 Adopted June 2005

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