ARTICLE 1. NAME, MISSION, VISION AND BUSINESS AREA
The name of the organization shall be the National Black Data Processing Associates (hereafter referred to as "The Association”)
The vision of "The Association” shall: Be a powerful advocate for our stakeholders’ interests within the global technology industry.
The mission shall be: "The Association” is a global member focused technology organization that delivers programs and services for the professional well being of its stakeholders
1.4. BUSINESS AREAS
1.4.1. The objectives of "The Association” will be carried out through six (6) business areas:
18.104.22.168. Business Management
22.214.171.124. Members Services
126.96.36.199. Membership Management
188.8.131.52. Strategy and Planning
184.108.40.206. Infrastructure and Technical Support
ARTICLE 2. THE NATIONAL BOARD OF DIRECTORS
2.1.1. "The Association’s” governing body shall be the National Board of Directors, hereafter referred to as the NBOD.
2.1.2. The NBOD shall direct the National Executive Committee, hereafter referred to as NEC, to oversee the operations of the organization in the time between NBOD meetings.
2.1.3. Motions shall pass by a majority vote of board members present at a meeting, at which a quorum exists, except for special circumstances, such as termination of a chapter charter, removal from office of a board member or termination of the Executive Director, in which case a vote of 60% of the NBOD voting members is needed.
2.2.1. The NBOD shall consist of the elected officers defined in Article 5 Section 5.1, and the Founder. Up to three Directors at Large and the Executive Director may sit on the NBOD but shall not be entitled to a vote.
2.2.2. No board member can hold more than one position on the NBOD.
2.3. NBOD MEETINGS
2.3.1. The NBOD meetings shall be held at least quarterly, at a time and place determined by the President. The NBOD shall meet during the week of the Annual National Conference.
2.3.2. Special Meetings may be called by the President, or by petition of not less than two thirds (2/3) of the voting members of the NBOD.
2.3.3. Electronic or virtual NBOD meetings may be held to conduct business provided special rules or standard rules of order are approved in advance of meeting.
2.3.4. Notice of regular or special meetings shall be given by the President or the Executive Director to NBOD member at least thirty (30) days for regular meetings and seven (7) days for special meetings.
A quorum for the NBOD shall consist of a fifty (50%) of the NBOD voting members.
ARTICLE 3. MEMBERSHIP
Membership in "The Association shall be comprised of chartered chapters Student or National – in good standing as determined by the National Executive Committee (NEC) and approved by the National Board of Directors (NBOD).
3.2. CHAPTER COMPOSITION
3.2.1. Chapters shall be comprised of the following members:
220.127.116.11. Full Members – An Information Technology professional or a person who has an interest in the profession, which has paid full membership dues to "The Association” and the chapter.
18.104.22.168. Student Members – A registered student at an accredited educational institution who has paid membership dues to "The Association” and the chapter.
22.214.171.124. Lifetime Members ‐ An Information Technology professional, or a person who has an interest in the profession, who has paid life time membership to "The Association.”
3.3. CHAPTER COMPOSITION
3.3.1. Chapter Application
An application for a chartered chapter shall be submitted by the prospective chapter to the National Office according to the approved policies determined by the NEC and approved by the NBOD.
3.3.2. Member Application
An application for a member shall be submitted by the prospective member to "The Association” or the chapter.
3.4.1. Chapter Termination
126.96.36.199. A chapter is not in good standing and may be terminated if members fall below guidelines approved by the NBOD. Termination shall take effect after sufficient time as determined by the NBOD.
188.8.131.52. A terminated chapter shall cease and desist from using the name of "the association” in any form within the name or abbreviation.
Termination shall mean discontinuance of any and all existing or planned benefits, activities, financial and/or administrative support.
3.4.2. Member Termination
184.108.40.206. 220.127.116.11 A member shall be terminated as a result of dues delinquency or conduct deemed by the NEC and NBOD to be detrimental to the best interests of "The Association.”
ARTICLE 4. REGIONAL ORGANIZATION
4.1. DESIGNATION OF REGIONS
4.1.1. The Regions of "The Association” shall be as follows: NORTHEAST, SOUTH, MIDWEST, and WEST
4.1.2. Each Region shall have jurisdiction over the Chapters in such geographical areas as shall be determined by the Board Development/Governance and Bylaws Committee and approved by NBOD.
4.1.3. The Regional organization shall be headed by the elected Regional Vice President and the Regional Director.
4.1.4. The Board Development/Governance and Bylaws Committee shall determine the boundaries of each region. Every two years, the Committee will review the boundaries to ensure an equitable distribution of chapters within each region. When needed, the Committee will make recommendations on redistribution to the NEC and NBOD for approval.
ARTICLE 5. NATIONAL OFFICERS
5.1. ELECTED OFFICERS
The elected officers shall be the President, the Vice President, the Vice President of Finance, Regional Vice President (one for each region as defined in Article 4, Section 4.1), and Regional Director (one for each region as defined in Article 4, Section 4.1).
5.2. APPOINTED OFFICERS
The appointed officers shall be the Vice President of Membership Management, the Vice President of Member Services, the Vice President of Strategy and Planning, Chief Information Officer, up to three Directors at Large, and the Secretary.
5.3.1. The office of President, Vice President, and Vice President of Finance shall be restricted to members in good standing of a chapter in good standing.
5.3.2. All regional officers shall be restricted to being a member in good standing with a chapter in good standing within the Region’s jurisdiction. All regional officers shall not be a chapter officer during the time of election and throughout his/her term.
5.3.3. All officers, whether elected or appointed, shall be restricted to members who have the skills and qualifications for the positions as determined by the NBOD
5.3.4. All elected officers shall be bonded
5.4.1. Elected Officers
18.104.22.168. Election procedures, consistent with the provisions of these Bylaws, shall be prescribed by the Board Development /Governance & Bylaws Committee.
22.214.171.124. Shall be made by any chapter or member in good standing to the Board Development/Governance & Bylaws Committee at least one_hundred and twenty (120) days prior to the National Delegates Meeting. In the event of a special election, nominations must be received in writing by the Chairperson(s) of the Board Development/Governance & Bylaws Committee from official representatives of a chapter at least sixty (60) days prior to the National Delegates meeting.
126.96.36.199. Shall be approved for one office per nominee
188.8.131.52. Shall be reported as approved by the Board Development /Governance & Bylaws Committee to the members no later than (60) days prior to the National Delegates Meeting. Except in the event of special election, shall be reported as approved by the Board Development/Governance & Bylaws Committee to the members no later than forty_five (45) days prior to the National Delegates meeting.
5.4.2. Appointed Officers
184.108.40.206. For appointed officers, as defined in Article 5 section 5.2, shall be made by the President, with approval by the NBOD at a meeting by a majority of board members in attendance.
220.127.116.11. The President shall present the candidate(s) resume at least 30 days in advance of the NBOD meeting.
18.104.22.168. Term of office ends with the appointment of a successor.
5.5. Election of Officers
5.5.1. Shall be conducted and supervised by the Board Development /Governance & Bylaws Committee.
5.5.2. Shall be by general ballot, either electronic or paper, opened and tallied at "The Association’s” Annual meeting. All regional officers shall be elected in the same manner except that only members of chapters within the various Regions’ jurisdiction shall vote for those particular regional officers.
5.5.3. Shall be held in accordance with policies and procedures governing elections approved by the NBOD
5.6. Term of Office
5.6.1. Shall be defined as two (2) years running concurrently with the fiscal year. All elected officers may succeed him/her for one additional two (2) year term.
5.6.2. The President shall serve for one term. Any extended time in office beyond one term shall require the approval of majority vote of the NBOD or until a new President is elected or appointed.
5.6.3. The term of office for the Founder shall be the natural life of the Founder.
5.7.1. For the position of Vice President, and Vice President of Finance: if less than one year is remaining to be served as a result of the vacancy, position shall be filled by appointment by the NEC and approved by the NBOD by a majority vote of the Board members present at a NBOD and the candidate will serve the remainder of the vacant term.
5.7.2. For the position of Vice_President, and Vice President of Finance: if more than one year is remaining to be served as a result of the vacancy, the NBOD shall call a special election. This rule applies except when the next scheduled National Delegates meeting is scheduled within the next 120 days.
5.7.3. For the appointed offices, vacancy shall be filled by appointment by the NEC and approved by the NBOD by a majority vote of the board members present at a NBOD meeting.
5.7.4. For the position of Regional Vice President and Regional Director: If no candidate is nominated for a particular office or position to be filled at an annual meeting, or if there is no candidate by reason of death or of any other cause, the Board of Directors shall fill the vacancy by a majority vote at its next meeting following the annual meeting of the Association.
5.8. Removal from Office
5.8.1. Shall occur for failure to be a member in good standing in a chapter in good standing. If the chapter fails to maintain good standing status for 90 consecutive days, the officer shall be removed.
5.8.2. Shall occur if convicted of a felony
5.8.3. Shall be a result of conduct deemed by the National Board of Directors, by a two_thirds vote, to be detrimental to the best interests of the Association
5.8.4. Should an officer determine that it is in the best interests of "The Association” that s/he resign rather than be removed from office, removal shall occur upon receipt of a letter of resignation.
5.8.5. Should an officer be removed from office under any circumstance outlined in 5.8.2 – 5.8.4 of these Bylaws, s/he may never again be eligible for election or appointment to the NEC or NBOD.
ARTICLE 6. DUTIES AND RESPONSIBILITIES OF ELECTED OFFICERS
6.1.1. The President Shall:
22.214.171.124. Shall serve as Chairperson and preside over all meetings of the NBOD, the NEC and "The Association;”
126.96.36.199. Be responsible for seeing that decisions of "The Association” are carried out;
188.8.131.52. Have power to appoint standing and Ad hoc committee chairpersons unless otherwise specified by these By_laws and be ex_officio member of all committees;
184.108.40.206. Service as official spokesperson of "The Association;”
220.127.116.11. Ensure the national strategic plan is updated and followed by the NEC;
18.104.22.168. Interpret the By_Laws of "The Association”_ the decision shall be final, except upon an objection being raised and sustained by a majority vote of the members of the NBOD or NEC.
6.2. Vice President
6.2.1. The Vice President shall:
22.214.171.124. Serve as the Vice President of Business Management and shall serve as chairperson of the Membership Committee
126.96.36.199. Preside over all meetings of the NBOD, NEC, and "The Association in the absence of the President;
188.8.131.52. Fulfill the duties of Assistant Vice President of Finance;
184.108.40.206. Be responsible for determining when a quorum has been reached at all meetings of "The Association.”
6.3. Vice President of Finance
6.3.1. The Vice President of Finance shall:
220.127.116.11. Manage all activities of the finance business area and shall serve as Finance Committee Chairperson and oversee and appoint the annual conference treasurer;
18.104.22.168. Be responsible for maintaining complete financial records of all moneys received and distributed by "The Association.”
22.214.171.124. Issue periodic reports in writing as required by the NBOD and NEC;
126.96.36.199. Oversee the collection of fees and dues;
188.8.131.52. Disburse funds as directed by the NEC or NBOD.
6.4. Regional Vice President
6.4.1. The Regional Vice President shall
184.108.40.206. Supervise and have charge of all activities of the chapters residing within their respective region.
220.127.116.11. Develop, oversee and ensure "The Association’s” strategic plan. This includes chapter compliance of the strategic plan within their region.
18.104.22.168. Present a written report at the annual conference discussing the state of their regions
6.5. Regional Director
6.5.1. The Regional Director shall
22.214.171.124. Assume position of the Regional Vice President in his/her absence.
126.96.36.199. Oversee collection of required reporting information from the chapters in his/her region to assist the Regional Vice Presidents reporting requirements
188.8.131.52. Be responsible for developing and increasing chapter membership
ARTICLE 7. COMMITTEES OF THE ASSOCIATION
7.1. National Executive Committee
7.1.1. Shall consist of the President, Vice President, Vice President of Finance, the Vice President of Membership Management, Vice President of Member Services, Vice President of Strategy and Planning, Chief Information Officer, the Secretary, and the Founder;
7.1.2. Shall execute the directives of the National Board of Directors;
7.1.3. Shall bring to closure any issues unresolved at meetings of the National Board of Directors and report its recommendations to the National Board of Directors;
7.1.4. Motions shall pass by a majority vote of the NEC members present at a meeting at which a quorum exists
184.108.40.206. The NEC shall meet at least monthly at a time and place determined by the President;
220.127.116.11. Special Meetings may be called by the President, or by petition of not less than two thirds (2/3) of the voting members of the NEC. Notice of a special meeting shall be given by the President or the Executive Director to each member of the NEC, at least seven (7) days prior thereof.
18.104.22.168. Electronic or virtual NEC meetings may be held to conduct business provided special rules or standard rules of order are approved in advance of the conduct of business.
A quorum shall consist of a majority of members of the NEC.
7.2. Standing Committees
7.2.1. There shall be the following standing committees:
22.214.171.124. Membership Committee
126.96.36.199. Finance Committee
188.8.131.52. Board Development/Governance & Bylaws Committee
7.2.2. Members of each committee shall be appointed by the respective committee chair and approved by the NEC and the NBOD
7.3. Ad Hoc Committees
7.3.1. Shall be established or terminated as deemed necessary by the NBOD or NEC.
7.3.2. Shall have their chairpersons appointed by the President.
7.3.3. Shall have their membership appointed by the respective chairperson pending approval by the NEC and NBOD.
ARTICLE 8. MEETINGS
8.1. National Delegates Meeting
8.1.1. Shall be held at a time and place determined by the NBOD
8.1.2. Shall be official when a quorum is declared
8.1.3. A quorum shall consist of a majority of the delegates
8.1.4. Delegates are selected by, and from the membership of chapters to sit as a single deliberative body, for the purpose of voting during the National Delegates meeting
8.1.5. Any vote is by a majority vote unless bylaws or procedures dictate otherwise; other sections of the bylaws and procedures trump this section
8.2. General Meeting
Shall be held at least once annually at a time and place established by the NBOD
ARTICLE 9. FISCAL MATTERS
9.1. Financial Obligations
Amount of annual dues shall be determined by the NEC and approved by the NBOD.
9.2. Fiscal Year
Shall begin January 1 and end December 31 of each year.
All disbursements and financial commitments shall be made in accordance with policies established by the NEC and approved by the NBOD.
ARTICLE 10. INDEMNIFICATION
10.1 REPRESENTATIVE DEFINED
For purposes of this Article, "representative” means any Director or officer of the Association or a person serving at the request of the Association as a director, officer, partner, fiduciary, or trustee of another domestic or foreign Association for profit or not_for_profit partnership, joint venture, trust, or other enterprise.
10.2 THIRD PARTY AND DERIVATIVE ACTIONS
"The Association” shall indemnify any Director, officer, employee, or agent of "The Association” who was or is a representative of "The Association” and who was or is a party (which includes giving testimony or similar involvement) or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, formal or informal (including an action or proceeding by or in the right of the Association), by reason of the fact that he or she was or is a representative of the Association, against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding. If a representative is not entitled to indemnification for a portion of any liabilities to which he or she may be subject, "The Association” shall indemnify him or her to the maximum extent for the remaining portion of the liabilities.
10.3 ADVANCING EXPENSES
"The Association” shall pay expenses (including reasonable attorneys’ fees) actually and reasonably incurred in defending any action or proceeding referred to in Article 11 in advance of the final disposition of the action or proceeding upon receipt of any undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Association as authorized in this Article or otherwise.
10.4 SUPPLEMENTARY COVERAGE
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, or any bylaw, agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. The provisions of these Bylaws relating to Conflicts of Interests shall be applicable to any bylaw, contract, or transaction authorized by the Directors under this Section. However, no indemnification may be made by the Association under this Article or otherwise to or on behalf of any person to the extent that:
(a) The act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self_dealing, willful misconduct, or recklessness; or
(b) The Board determines that under the circumstances indemnification would constitute an excess benefit transaction under section 4958 of the Internal Revenue Code of 1986, as amended.
10.5 DURATION AND EXTENT OF COVERAGE
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Association and shall inure to the benefit of the heirs and personal representatives of that person.
10.6 RELIANCE AND MODIFICATION
Each person who shall act as a representative of "The Association” shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Association to indemnify and to advance expenses to a representative provided in this Article shall be in the nature of a contract between the Association and the representative. No amendment or repeal of any provision of this Article shall alter, to the detriment of the representative, his or her right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.
ARTICLE 11. CONFLICT OF INTEREST
It shall be the policy of "The Association’ to avoid all conflicts of interest and to minimize any appearance of conflict by any Director, Officer, employee, consultant or other individual who provides services or furnishes good to "The Association.” All are required to sign a Conflict of Interest Agreement at the beginning of each year they serve on the Board.
ARTICLE 12. AMENDMENT OF BYLAWS
12.1. Proposals for Amendment
12.1.1. A proposed amendment may be submitted to the NBOD from either a chapter in good standing or the NEC. The proposed amendment shall be submitted accompanied by the minutes of the chapter meeting at which the chapter membership voted to submit the amendment.
12.1.2. The NEC may submit amendments directly to the NBOD
12.1.3. Proposed Amendments must be received at the National Office at least one hundred and twenty (120) days prior to a scheduled National Delegates Meeting in order to become an agenda item for said National Delegates Meeting
12.1.4. Prior to being presented at a National Delegates Meeting, the NBOD shall have approved proposed amendments by a two_thirds vote of those present at a scheduled meeting of the NBOD at which a quorum is present
12.1.5. Proposed amendments shall be presented at a National Delegates Meeting by the NBOD 12.1.6 Proposed amendments shall be adopted as an amendment to these bylaws by two_thirds of the voting delegates present at a National Delegates Meeting at which a quorum is present.
ARTICLE 13. PARLIAMENTARY PROCEDURES
The rules contained in the current edition of "Robert's Rules of Order" shall govern "The Association”, except in special cases in which they are not consistent with these bylaws and any special rules of order the Association may adopt.