CPAN Bylaws - Carolina Pride Alum Network

University of North Carolina at Chapel Hill

Carolina Pride Alum Network

Bylaws

Adopted 11.04.2018

Article I NAME AND MISSION

Section I.1. Name

The name of the organization is the Carolina Pride Alum Network at the University of

North Carolina at Chapel Hill (“UNC- CH”) and Carolina Pride Alum Network

(hereinafter the “Network”).

Section I.2. Mission

The Network is an organization dedicated to serving the lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) community of UNC-CH (“the University”).

The Network is associated with the UNC-CH Office of Advancement as an affinity group and is not affiliated with the UNC-CH General Alumni Association.

The Network’s purposes include:

Strengthening the engagement of LGBTQ alumni with their University
Providing social and professional networking opportunities for members
Enabling advocacy and education on issues of importance to the LGBTQ community and to Carolina
Ensuring that our community remains a visible and contributing part of the Carolina community on campus and beyond
Facilitating fun, service and community, as membership and local chapters determine
Supporting current students in their social, professional and cultural endeavors while at the University.
Raising the necessary financial support for Network purposes or initiatives, as determined by the Board (as defined below).

Article II MEMBERSHIP

The Network welcomes alumni, students, faculty, staff, and friends of UNC-CH. The Network is open to all individuals from these groups without regard to race, ethnicity, color, religion, national origin, disability, veteran status, sexual orientation, gender identity, sex, or age who support the mission of the Network as stated in Section I.2

above and abide by the Network’s Bylaws.

Article III BOARD OF DIRECTORS

Section III.1 Role of the Board

The management of the Network is vested in the Board of Directors (“the Board”), which

shall have responsibility for the determination and implementation of policy.

Section III.2 Number and Qualifications

The Board will include at least 11 and up to 20 persons, called “Board Members.” Board

members will include the officers of the Network and Chairs of Standing Committees.

There may be “at-large” members as determined by vote of the Board. One seat will be

reserved for each major city or region in need of representation and organization as

determined by the Executive Committee. Any Network member is eligible to be a Board

Member. Any number of non-voting student ex officio members may be appointed by

the board.

Section III.3 Duties of Board Members

Board Members shall be actively involved with matters coming before the Board. The duties of Board Members are to:

Attend all regular and special meetings;
Provide professional expertise and individual talents towards advancing the goals of the Network;
Serve on at least one committee;
Subject to availability and interests, Board Members are expected to participate in and contribute both to programs and events produced by the Network, including its regional activities;
Encourage member participation in the Network;
Recruit new members to the Network;
Keep their contact information up-to-date with the Secretary;
Be good stewards for the Network and the University and in all instances act in accordance with their fiduciary duty to the Network.

Section III.4 Founding Board

The assembled national leadership committee (the “Founding Board”) shall, upon the adoption of these Bylaws become the Founding Board. Each member of the Founding Board shall serve an initial one-year term, commencing on such date as determined by the Founding Board.

Section III.5 Election of the Board of Directors

The nomination and election process is the responsibility of the Nominating Committee. The Nominating Committee will be chaired by the Past President and consist of two or three others appointed by the President.

The Nominating Committee shall seek candidates for the Board through an open process of soliciting recommendations and applicants.
The Nominating Committee shall meet to identify top candidates and present their recommendations to the Board.
The Board approves new Board Members with a simple majority.
Announcement of the new Board Members shall be sent out promptly to Board Members and the Network membership.
If a member of the Nominating Committee declines to serve on the committee, the President has the authority to name a substitute.
No one shall be eligible for nomination if they have served two consecutive three-year terms. Individuals may regain eligibility for nomination once two years have passed since the commencement of their ineligibility.

Section III.5 Term of Office

Each Board Member shall serve an initial term of three years following that Board Member’s selection. This term can be extended or renewed with the approval of the Board by the recommendation of the Nominating Committee. Staggered board terms are desirable to encourage continuity of the leadership group and such staggered terms shall be determined subsequent to the initial term of the Founding Board.

Section III.6 Resignation

A Board Member may resign by notice to the President or the Secretary.

Section III.7 Removal from Board

A Board Member may be removed from the Board by 2/3 majority vote from the Board present at a meeting in which a quorum has been established. Two Board Members must sponsor a motion for a Board Member’s removal. Board Members may be removed for cause, which includes inactivity and activities that reflect adversely on the University and/or the Network as determined by the Board. A Board Member removed from the Board shall be notified of the Board’s decision in writing or electronic communication.

Section III.8 Vacancies

Any vacancy on the Board will be filled as soon as practicable. In case of an urgent need, as decided by the Board, vacancies shall be filled by simple majority vote of the Board to commence at a date set by the voting Board Members. Members appointed in this manner who seek to continue service on the board following the expiration of the term to which they are appointed must re-apply through the standard board appointment process. If the remainder of the term to which a member is appointed pursuant to this section is less than one year, that period shall not be considered when calculating term limits for that member.

Section III.9 Meetings

Regular meetings of the Board shall be held no less than two times a year. Special meetings of the Board may be called at any time by the President or three Board Members. The President or a majority of the Board Members present at a meeting in which quorum has been established may decide to open attendance of meetings to all Network members. Guests must be approved by the President in advance of the meeting. Notice of the time, place, information for remote participation and the proposed agenda of the Board shall be sent via email to the address on file with the Secretary to all Board Members at least 5 days in advance of the meeting. Any Member may request that a meeting or portion of a meeting be held in Executive Session.

Section III.10 Quorum

At each Board meeting, the presence (whether in person or by remote participation) of 50%+1 of the Board of Directors, which must include either the President, President-Elect, or appropriate designee determined by the President, shall constitute a quorum.

Section III.11 Absences

Each Board Member must actively participate throughout the course of their respective term. Active participation means: attending, whether in-person or by remote means (telephone, videoconference, etc.) 50% of the scheduled meetings or conference calls in the course of a year. Failure to meet this standard can result in the review and potential removal of the Board Member pursuant to the procedures laid out in Section III.7 of these Bylaws.

Article IV EXECUTIVE COMMITTEE

Section IV.1 Qualifications

The Executive Committee consists of officers and chairs of Standing Committees of the

Board. All officers shall have duties as provided herein or otherwise determined by the

Board.

Section IV.2 Duties and Privileges

The Executive Committee is composed of the following members, with the following duties and privileges:

The President will oversee the general affairs of the Network. The duties of the President will be to:
1. Call all meetings of the Board and the Executive Committee, set agenda, and serve as the chairperson of the meetings;
2. Create ad hoc committees and appoint chairs to oversee the committees with Board approval;

Be a voting ex-officio member of all committees of the Network and provide support as needed;

Provide detailed reports to the Executive Committee at each Executive Committee meeting on all activities and initiatives regarding the furtherance of the Network’s goals;
Foster cooperation between the Network and other University entities;
Encourage membership participation in the Network;

Serve as the designated spokesperson for the Network;
Represent the Network at meetings and/or events at which Network representation is requested;

President-Elect. The duties of the President-Elect will be to:
1. Assist the President in performing their duties as listed above;
2. Serve in place of the President when the President is unable to perform those duties;
The duties of the Secretary will be to:
1. Ensure minutes of all meetings are taken, preserved, and made available for inspection to the membership;
2. Prepare minutes of each Board meeting and send a draft for comments with the next meeting notification;

Maintain a list of all current Board members with their contact information, date of election, expiration of terms, and roles served on the Board;

Notify Board members of all Board meetings;

Past President. The duties of the Past President will be to:
1. Advise the President and Executive Committee;
2. Serve as the Chair of the Nominating Committee.
Standing Committee Chairs
1. Convene and direct the work of the committees as directed by the Board.
2. Prepare or direct preparation of minutes of all committee meetings and insure submission of those minutes to the Secretary.

Provide a report on the activities of the committee at each meeting of the Board.

During the interval between Board meetings, the Executive Committee is empowered to

make and administer such policies and procedures as are necessary to maintain the

Network. Such policies and procedures will be subject to review at the next Board

meeting.

Section IV.3 Executive Committee Election

The Nominating Committee shall solicit nominations for the President-Elect, and Secretary if a term is coming to an end or if there is a vacancy in the position no later than April 1 of each year.
Nominations shall remain open a minimum of 14 days.
The Nominating Committee will solicit nominees to submit brief statements of interests and qualifications for the position(s) they are seeking. Candidate statements due no later than 14 days prior to the close of nominations. Candidates may also rescind or decline their nomination.
The Nominating Committee shall send out these statements of interests to the Board no later than 3 days after the deadline for submission of statements of interests. This correspondence will also include an online, secret ballot created by the Secretary.
Board Members will submit ballots electronically no later than 1 week from the time the ballot is sent to submit their votes. Only those who will be serving on the Board in the upcoming term are eligible to vote.
Officers shall be elected by a simple majority of voting Board Members. UNC Development office staff shall count the votes. In the case a simple majority is not established, the two top candidates will take part in a run-off election. The Secretary will send out a ballot with just the candidates involved in the run-off election within 24 hours and Board Members will have 48 hours to vote. Votes will be maintained for inspection and verification by any Board member for 2 months following the election.
The Secretary shall e-mail the final results of the election to the Board within 3 days of the completion of all voting.
If there is only one nominee for an officer position, then that nominee shall accede to that position for the ensuing term without a vote.
The newly elected President will submit a list of committees to the Board in order to solicit nominations for committee chairs no later than 14 days from the election results announcement to the Board.
The newly elected President shall announce his nominees for committee chairs no later than 30 days from the election results announcements and submit it to the Board for approval by simple majority.
All efforts to complete this process by June 1 shall be made to allow for a minimum of one month for transition.

Section IV.4 Term of Office

The President, President-Elect, and Secretary shall be elected by the Board of Directors to serve for two-year terms starting July 1 of the calendar year they were elected. In the

case where a member of the Executive Committee is elected and they would be subject

to term limits prior to the end of their term on the Executive Committee, their terms on

the Board may be extended to a period co-terminus with their term as Executive

Committee members with approval of the Board. Committee Chairs serve for one-year

terms.

The Past President remains in that role until succeeded by a new Past President.

Section IV.5 Removal

Any Executive Committee member may be removed from their position on the Executive Committee by the Board at any time, should the Board determine that it is in the best interests of the Network, by 2/3 majority vote of the Board not including the officer in question.

Section IV.6 Vacancies

If an Executive Committee vacancy occurs, it may be filled for the unexpired portion of the term by election by the Board by simple majority vote.

Section IV.7 Quorum

At each Executive Committee meeting, the presence (whether in person or by remote participation) of at least 3 members, which must include either the President or President-Elect, shall constitute quorum.

ARTICLE V COMMITTEES

Section V.1 Role of Committees

The work of the Network will be carried out in part by the Committees in this Article. All Committees shall be established by the Board with such responsibilities as provided herein or as the Board may specify. All committees established pursuant to this Section shall be subject to the direction and control of the Board and shall provide reports of all actions to the Board on a regular basis. Committee membership shall be open to all Network members, unless otherwise specified.

Section V.2 Standing Committees:

V.2.1Communications Committee

The Communications Committee is charged with developing the means and methods by which the broader UNC community will know about the Network and by which members will be kept informed. The Committee is central to developing the Network’s public presence as well as creating a sense of community for its members. It is responsible for developing the strategy, design, and content for the Networks’ newsletters, website, social media posts, and other forms of communication.

V.2.2 Nominating Committee

The Nominating Committee is responsible for:

Recommending new candidates for vacant Board Member positions;
Establishing the procedures of the solicitation of Board member nominees;
Shall document and report best efforts to nominate a slate of candidates reflecting the diversity of LGBTQ alums, including geography;
Overseeing the electoral process of Board Members as detailed in Section III.4; and
Overseeing the electoral process of the Executive Committee as detailed in Section IV.3.

V.2.3 Regional Programming Committee

The Regional Programming Committee will consist of at least one of the leaders of each recognized regional chapter. The purpose is to support each other and share ideas for activities and chapter building. Leaders of the regional chapters are responsible for:

Coordinating Network activity in the region they represent; and
Sharing best practices for engaging Network members at the local or regional level.

V.2.4 Campus Engagement Committee

The Campus Engagement Committee is responsible for:

Tracking campus issues and serving as liaisons to student, staff and faculty groups; and
Keeping the Board informed and making recommendations for any action items advisable for the Board or Network.

V.2.5 Diversity Committee

The Diversity Committee is responsible for developing inclusion strategies and executing efforts to keep the great diversity of the LGBTQIA++ community well represented within the Network.

V.2.6 Ad Hoc Committees

The President may establish additional committees, appoint a chair for any new committee, and establish duration of tenure of the chair with approval of the Board. Ad Hoc Committee Chairs are not made members of the Board unless otherwise elected to the Board in the process set out in Section III.4.

V.2.7 Committee Meeting Logistics

Committees will meet a minimum of two times a year. Committees can also meet as needed. A minimum of two committee members, the chair of the committee, and/or the President may call for a meeting. The chair of each committee is responsible for reporting back to the Board.

Article VI MISCELLANEOUS

Section VI.1 Amending the Bylaws

These bylaws may be amended by a 2/3 majority vote of the Board present at a meeting in which quorum has been established when a proposed change has been presented.