Article I: Offices
Section 1. Registered Office
- The University of Notre Dame Black Faculty and Staff Association shall at all times maintain on the main campus of the University of Notre Dame du Lac located in Notre Dame, Indiana—Africana Studies Department, whose business office shall be the registered office of the Black Faculty and Staff Association.
Article II: Purposes
Section 1. Nature of Corporation
- The University of Notre Dame Black Faculty and Staff Association (hereafter referred to as “BFSA”) shall operate as a voluntary, and self-governing entity formed under the University of Notre Dame du Lac, which is organized and shall be operated in accordance with the meaning and provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations issued thereunder.
Section 2. Primary Purposes
- The BFSA is organized for the purposes of service as a proactive administrative representative body for the University’s Black employees in matters of professional growth, educational and intellectual enhancement, safe support, and networking, communication between Black faculty, staff, and alumni/ae, engagement opportunities within the Michiana community, spiritual development, and sponsorship of forums to discuss issues of university, local, national and international concern.
Article III: Board of Directors
Section 1. General Powers
- The Board of Directors shall have the general power of oversight of the affairs and property of the BFSA, and shall have full power, by majority vote, to review and adopt rules and regulations governing the action of the Board of Directors.
Section 2. Number, Election, and Term of Office
The Board of Directors shall consist of four (4) elected Officer Members, current Chair of Africana Studies, and no more than two (2) standing committee chairperson members. Directors shall be current voting member employees (full or part-time) of the University of Notre Dame du Lac (Notre Dame, IN). Election to the Board of Directors shall be by majority vote of the voting members of the BFSA, which shall occur, except in the case of filling vacancies, at the spring annual meeting thereof. Each Director shall hold office for a term of two (2) years and thereafter until his successor is elected and qualified.
Section 3. Officers
- The BFSA voting membership may designate from among its members the current President, Vice-President, Secretary, and Treasurer to serve on the Board of Directors as well as the current Chair of Africana Studies. The Board of Directors may appoint such other officers as it may consider appropriate with such duties as it may prescribe not to exceed 2 additional officers.
Section 4. Vacancies
- Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the unexpired term of his predecessor in office.
Section 5. Annual and Regular Meetings
- The Board of Directors shall hold an annual meeting at such time and place as the Board of Directors shall by resolution prescribe. The Board of Directors may by resolution prescribe the time and place of such other regular meetings.
Section 6. Special Meetings
- Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place, either within or without the University of Notre Dame du Lac campus, as the date, hour, and place for holding any special meeting of the Board called by them.
Section 7. Notice
- Notice of any special meeting of the Board of Directors shall be given at least fifteen (15) days previously thereto by written notice delivered personally or sent by mail, email, facsimile or other means of electronic transmission to each Director at his address as shown in the records of the BFSA. If mailed, such notice shall be deemed to be delivered when deposited in the campus or United States mail in a sealed envelope so addressed, with postage prepaid (if necessary). Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any annual meeting of the Board of Directors should be specified in the notice or waiver of notice of such meeting.
Section 8. Quorum and Proxies
- A majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Proxies shall not be permitted.
Section 9. Manner of Acting
- The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 10. Compensation
- Directors as such shall not receive any stated salaries for their services but may be reimbursed for reasonable expenses. Nothing herein shall be construed to preclude any Director from serving the BFSA in any other capacity and receiving compensation therefor with notification of the membership.
Section 11. Informal Action
- Any action may be taken without a meeting of the Directors if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
Section 12. Resignation; Removal
- (a) A Director may resign from the Board of Directors at any time by giving notice of his resignation in writing addressed to the President or Secretary of the BFSA or by presenting his written resignation at an annual, regular, or special meeting of the Board of Directors.
- (b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with cause, by the vote of a majority of the Directors then in office.
Article IV: Standing Committees
Section 1. Purposes
- The Board of Directors may establish such regular standing committees to assist it in the performance of its duties as it considers appropriate.
Section 2. Number, Election, and Term of Office
- The number of members of each regular committee shall be determined by the Board of Directors. Members of each regular committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.
Section 3. Officers
- The President or majority vote of the committee may designate from among the members of each regular committee a Chairperson and Vice-Chairperson of such committee, and such other officers as the President may determine. The Chairperson, Vice-Chairperson, and any other officers of each such committee shall have such duties as the President prescribes.
Section 4. Vacancies
- Vacancies in the membership of any committee shall be filled by Board of Directors appointment from the voting membership.
Section 5. Quorum
- Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules
- Each committee may adopt rules for its own government not inconsistent with the Bylaws, university policy or with rules adopted by the Board of Directors and must be sanctioned and approved by the Board of Directors.
Section 7. Powers
- Each regular committee shall have such powers as the Board of Directors may grant it consistent with University policy, Indiana nonprofit law, and BFSA Bylaws.
Article V: Advisory Committees
Section 1. Purpose
- The Board of Directors may establish a Campus Advisory Board and such other advisory committees as it considers appropriate. The purpose of all such committees shall be to advise the Board of Directors on such matters relating to the BFSA as the Board of Directors designates.
Section 2. Number, Election, and Term of Office
- The number of members of each advisory committee shall be as determined by the Board of Directors. Members of each advisory committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.
Section 3. Powers
- Each advisory committee shall have the power to advise the Board of Directors and such other powers as the Board of Directors may grant it consistent with University policy, Indiana nonprofit law, and the BFSA Bylaws.
Article VII: Officers
Section 1. Officers
- The Officers of the BFSA shall be a President, Vice President, Secretary, and Treasurer. Other such Officers as may be elected or appointed not to exceed seven (7) Officers in accordance with the provisions of Article III and this Article. Not more than one office may be held simultaneously by the same person. The Officers have the general power to manage and control the day-to-day affairs and property of the BFSA, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the BFSA. The Officers are empowered to create standing, ad-hoc and advisory committees to assist with its regular duties and for special projects.
Section 2. Election and Term of Office
- The Officers of the BFSA shall be elected by a majority vote of the dues paying members of the BFSA at the initial organizational meeting and at the annual meeting of the Board thereafter every two (2) years, except that new offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office for a term of two (2) years and thereafter until his successor shall have been duly elected and qualified.
Section 3. Meetings
- The Officers shall meet monthly to administer BFSA affairs and plan activities. The Officers shall convene a caucus of the general and voting membership twice a year consisting of a Fall Welcome Reception and a Spring Meeting. The BFSA annual report of finances, activities, initiatives will be shared with general and voting membership during the Spring meeting. The BFSA will also establish goals for the upcoming academic year and every two (2) years, hold officer elections.
Section 4. Removal
- Any Officer may be removed upon an affirmative vote of two-thirds of the entire Board of Directors, whenever in its judgment the best interests of the BFSA would be served thereby. Any dues paying member may petition the Board to consider the removal of an officer.
Section 5. Vacancies
- A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6. President
- The President shall be the chief executive officer of the BFSA and, in general, shall supervise and control all of the business and affairs of the BFSA. The President may sign, with the Secretary or any other proper Officer of the BFSA authorized by the Board of Directors, any contracts, or other instruments or documents which the Board of Directors has authorized to be executed; and he/she shall perform all such other duties as may be prescribed by the Board of Directors from time to time including meetings with the President’s Leadership Council and or the President’s Oversight Committee for Diversity and Inclusion.
Section 7. Vice President
- In the event the death, resignation or removal of the President, the person who serves as Vice President shall assume the office of President for the remainder of the said term until the voting members including the Board of Directors elects a successor to the President and shall perform all such other duties as may be prescribed by the Board of Directors from time to time.
Section 8. Secretary
- The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices (meeting and general) are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the membership registry, corporate records and seal; and perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 9. Treasurer
- The Treasurer shall be responsible for tracking, accounting and keeping record for all funds and securities of the BFSA; receive and give receipts for monies due and payable to the BFSA and deposit all such monies in the name of the BFSA in such university accounts, banks, trust companies or other depositories as shall be selected in accordance with the provisions of the Bylaws; and perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Treasurer shall keep all BFSA university FOAPAL account numbers in record. The Treasurer shall provide accurate accounting records at Board of Director meetings and annual member meetings and shall be required to have secondary signature of at least one (1) additional Officer for all financial accounts outside the university accounting system if outside accounts exist.
Article VIII: Membership
Section 1. General Membership
- The general membership is voluntary and shall be open to all faculty and staff (full and part-time) employed at the University of Notre Dame upon completion and submission of the BFSA Registration Form. General members are not eligible for nomination to hold office unless they qualify as a voting member pursuit to Section 2 guidelines.
Section 2. Voting Membership
- The voting membership is voluntary and shall be comprised of all faculty and staff (full and part-time) employed by the University of Notre Dame who are current with their annual dues and complete and submit the BFSA Registration Form. Voting members are eligible for election to the Board of Directors and Executive Committee. Voting members are eligible to cast ballots for election of Board of Director Officers
Article IX: Contracts, Checks, Deposits, and Funds
Section 1. Contracts
- The Board of Directors may authorize any Officer or Officers, agent or agents of the BFSA, in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of the BFSA, and such authority may be general or confined to specific instances upon approval of the Board of Directors.
Section 2. Checks, Drafts, and Similar Documents
- All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the BFSA, shall be signed by the Treasurer, and any such Officer or Officers and/or agent or agents of the BFSA designated as the signatory for the University accounting system.
Section 3. Deposits
- All funds of the BFSA shall be deposited from time to time to the credit of the BFSA in such university accounts, banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts and Contributions
- The Board of Directors may accept on behalf of the BFSA any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the BFSA. Such contributions, gifts, bequests, or devises shall be in conformity with the University of Notre Dame du Lac policy, laws of the United States, the State of Indiana, and any other relevant jurisdiction.
Article X: Books and Records
- The BFSA shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
Article XI: Fiscal Year
- The fiscal year of BFSA shall begin on the first day of July and end on the last day of June in each year.
Article XII: Amendments to Bylaws
- The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors present at any annual, regular or special meeting, if at least fifteen (15) days written notice is given of intention to alter, amend or repeal the Bylaws or to adopt new Bylaws at such meeting.