ARTICLE
I
Name
The
name of the organization shall be the Birmingham Metropolitan Diversity
Coalition, hereafter referred to as the Coalition.
ARTICLE
II
Mission
The
mission of the Coalition shall be:
to
serve as a catalyst for one community living in harmony, where diverse,
independent leaders create understanding, justice and unity through
honest dialogue, principled advocacy and courageous engagement on issues
related to human dignity and equality;
to
create systematic, constructive dialogue among broadly-representative
leaders to build community, consensus and action agenda on issues
related to the Birmingham metro area’s growing diversity; and
to
provide appropriate support for the missions and activities of its
member organizations.
ARTICLE
III
Membership
Membership
in the Coalition is open to any individual, faith organization,
business, corporation, firm, association, club, service agency,
government body, educational institution, or other group that endorses
the purpose of the organization and is committed to achieving this
mission. All members shall affirm and register their membership
periodically as determined by the Board of Directors to ensure that a
current membership list is maintained.
Membership
shall consist of three categories: Individual, Institutional and
Corporate. Each Institutional and Corporate Member shall designate one
official representative and one alternate who will function in the
absence of the representative.
All
members shall make annual contributions to support the Coalition’s
activities, according to a schedule approved by the Board of Directors.
All
members shall sign annual pledges of commitment to meet specific
expectations for participation.
All
Members shall have the right to fully participate in Coalition meetings
and events, vote on leadership and serve as required.
Recognizing
the historic and abiding role of the Community Affairs Community (CAC)
of Operation New Birmingham as a diverse weekly forum to address racial
and ethnic concerns, and to help capture and embrace the full benefits
of the CAC’s ongoing deliberations, the Coalition extends full
membership to CAC and its members, who shall be exempt from Coalition
fees but subject to all other Coalition responsibilities.
ARTICLE
IV
Fiduciary
Partner
The
Coalition shall engage as its fiduciary partner, Operation New
Birmingham (ONB), 505 20th Street North, Suite 150, Birmingham, AL
35203, a 501(c)(3) tax-exempt organization, which shall receive, hold,
and disburse funding donated or otherwise allocated to the Coalition,
according to directives by the Coalition’s Board of Directors, until
such time as the Coalition obtains its own 501(c)(3) tax-exempt status.
The fiduciary partner shall provide staff support, paid for with revenue
generated by the Coalition.
ARTICLE
V
Officers
The
officers of the Coalition shall be two Co-Chairpersons, 1st Vice Chair,
2nd Vice-Chair, Secretary, and Treasurer. These officers shall perform
the duties prescribed by these bylaws and by the parliamentary authority
adopted by the Coalition. The officers shall have authority to sign
checks to disburse Coalition funds.
Officers
shall be elected from the membership of the Coalition in accordance with
Article IX, Section 2. No member shall hold more than one office
at a time. The officers shall a serve two-year term that shall commence
at the close of the November meeting.
Responsibilities
of the Co-Chairpersons
shall include presiding at meetings of the Coalition and the Board of
Directors; representing the
Coalition in activities involving other private and public agencies,
community events, the media, and similar matters; preparing an agenda
for meetings of the Board of Directors; ensuring timely communication of
Coalition activities to its members; ensuring compliance of Coalition
activities with its bylaws and the requirements of other organizations
with which the Coalition interacts on a formal basis (for example,
funding and community agencies), and otherwise serving the Coalition as
it may request or require. When both Co-Chairpersons are present at a
meeting of the Coalition, the meeting shall be presided over as
determined by the Co-Chairpersons. In the absence of one Co-Chairperson,
the other Co-Chairperson shall preside at the meetings of the Coalition.
Responsibilities
of the 1st Vice-Chairpersons shall include assisting the Co-Chairpersons
with those activities deemed appropriate by the Co-Chairpersons, acting
in place of the Co-Chairpersons when the Co-Chairpersons are
unavailable, and, when duly delegated by the Co-Chairpersons or
Coalition, representing the Coalition in activities involving community
events, the media, and similar matters.
Responsibilities
of the 2nd Vice-Chairperson shall include assisting the Co-Chairpersons
with those activities deemed appropriate by the Co-Chairpersons, acting
in place of the Co-Chairpersons when the 1st Vice-Chairperson is
unavailable, and, when duly delegated by the Co-Chairpersons or
Coalition, representing the Coalition in activities involving community
events, the media, and similar matters
.
Responsibilities
of the Secretary shall include making arrangements for meetings of the
Coalition and the Board of Directors; taking and publishing minutes of
meetings of the Coalition and the Board of Directors; ruling on
parliamentary matters; publishing Coalition reports; assisting with
Coalition correspondence and announcements; administering ballots and
counting votes for Coalition decisions, and, when duly delegated by the
Co-Chairpersons or Coalition, representing the Coalition in activities
involving community events, the media, and similar matters.
Responsibilities
of the Treasurer shall include making expenditures in accordance with
the budget and as authorized by the Board of Directors, keeping account
of all receipts and disbursements and furnishing to the Coalition a
monthly report. The Treasurer shall also serve as chair of the Finance
Committee.
ARTICLE
VI
VACANCIES
Succession
of 1st Vice-Chairperson. When one of the offices of Co-Chairperson
becomes vacate, the 1st Vice-Chairperson shall automatically succeed
to the position of Co-Chairperson.
Succession
of 2nd Vice-Chairperson. The 2nd Vice-Chairperson shall
automatically succeed the 1st Vice-Chairperson when the office becomes
vacant.
Officer
Vacancies. If a vacancy occurs in the office of 2nd
Vice-Chairperson, Secretary or Treasurer, the Board of Directors shall
fill the vacancy from among the members of the Coalition, subject to
approval by the Coalition at the next general meeting. The replacement
shall serve for the remainder of the term of the vacant position.
ARTICLE
VII
Meetings
Quarterly regular meetings of the Coalition shall be held to
consider recommendations from working groups, endorse projects, speak to
public issues, and conduct its business. The quarterly regular
meetings of the Coalition shall be held on the third Thursday at 11:00
a.m. beginning in February 2007, on the third Thursday at 11:00 a.m. and
each third month thereafter.
Special meetings of the Coalition may be called by the
Co-Chairpersons or a majority vote of the Board of Directors or upon the
request of ten members of the Coalition, upon 5-days written or
electronic mail notice to the membership. Notice of special meetings of
the Coalition shall specify the location, day, hour and purpose of the
meeting in the written or electronic mail notice.
Members present at a duly called regular or special meeting
shall constitute a quorum and shall be duly authorized to make decisions
on behalf of the Coalition.
There shall be no proxy voting by the Members of the Coalition.
ARTICLE
VIII
BOARD
OF DIRECTORS
The
Board of Directors, shall consist of not less than seven (7), or more
than thirteen (13) members including officers. The number of Board of
Directors members to be elected shall be determined by consensus and
acclamation or if necessary by a majority vote of members present at the
regular November meeting. Once determined, the number of members to be
elected to the Board of Directors shall remain in effect unless the
membership elects to change that number at the next regular November
meeting or any time by a 2/3 vote of the members present at any meeting.
The Board of Directors shall be comprised of the Co-Chairpersons, 1st
Vice-Chairperson, 2nd Vice-Chairperson, Secretary, Treasurer and one,
three, five, or seven at-large members elected by the Coalition. The
first Directors elected to the Board of Directors, and successors shall
hold office as the initial members of the Board of Directors until their
successors shall have been elected and qualified.
The officers and at-large members of the Board of
Directors shall serve two-year terms that shall commence at the close of
the November meeting. The at-large members shall serve in staggered
terms. The Nominating Committee shall designate the at-large seats that
will initially carry a term of one year. At the next annual November
meeting, the seats that carried a term of one year shall thereafter
carry a term of two years. Any member present at the meeting may call
for voting by secret ballot.
The Board of Directors shall set the agenda for each Coalition meeting,
have general supervision of the affairs of the Coalition between its
business meetings; fix the hour and place of the meetings; make
recommendations to the Coalition; research, decide and voice public
positions for the Coalition at such times that the Coalition cannot
convene; and perform such other duties as are specified in these bylaws.
The Committee shall be subject to the orders of the Coalition, and none
of its acts shall conflict
with action taken by the Coalition.
The regular meetings of the Board of Directors shall be held
on the fourth Thursday of each month. Notice of the regular meetings of
the Board of Directors shall specify the location, day, and hour of the
meeting in the written or electronic mail notice. Meetings of the Board
of Directors shall be open to all members of the Coalition.
A quorum shall be required for all Board of Directors actions. A quorum
shall consist of half of the membership of the Board of Directors plus
one. The joinder of a Director in the action of a meeting by signing and
concurring in the minutes thereof shall constitute the presence of such
member for the purpose of determining a quorum.
Special meetings shall be called by the Co-Chairpersons or any
officer or upon the request of a majority of the Board of Directors,
upon 3-days written or electronic mail notice to the membership. Notice
of special meetings of the Board of Directors shall specify the
location, day, hour and purpose of the meeting in the written or
electronic mail notice.
All emergency actions taken by the Board of Directors shall be
submitted for ratification by consensus and acclamation or if necessary
by a majority vote of members present at the next general meeting of the
Coalition. Should a consensus or majority of the membership present vote
in opposition to an emergency action by the Board of Directors, the
emergency action shall be declared nullified.
The Board of Directors shall monitor member
performance under annual personal pledges (Article III, Section 3).
Prior to imposing or recommending a sanction of any member to the
Coalition, the Board of Directors shall, to the extent feasible, provide
the member with reasonable opportunity to correct noncompliance with the
requirements of membership. In the event of a material failure to
comply with the requirements of membership, a member may be censured,
suspended, or excluded from membership. Except in extraordinary
circumstances, no member shall be suspended or excluded from membership
unless the member has been previously censured.
The Board of Directors shall present an annual report of the
activities and accomplishments of the Coalition at its regular November
meeting.
There shall be no proxy voting by members of the Board of
Directors.
ARTICLE
IX
Committees
The
Coalition shall maintain two standing committees – the Web Site
Committee and a Finance Committee. The Coalition shall also maintain an
Ad hoc Nominating Committee and may appoint other Ad hoc committees from
time to time as deemed appropriate by the Board of Directors. The
purpose, authority, and length of existence of these committees shall be
determined by the Board of Directors and approved by consensus and
acclamation or if necessary by a majority vote by the membership of the
Coalition.
At
the regular August meeting, the Coalition shall elect a five member
Nominating Committee by consensus and acclamation or if necessary by a
majority vote of the members present. The Nominating Committee
shall nominate officers, at-large members of the Board of Directors and
two members to serve on the Finance Committee. The Nominating Committee
shall provide a report of its nominations to the Coalition in writing or
by electronic mail no less than two weeks before the November meeting.
Additional nominations from the floor shall be permitted at the November
meeting. Members present at the November meeting shall constitute a
quorum. Election by the Coalition of the officers, at-large members of
the Board of Directors and members of the Finance Committee shall be by
consensus and acclamation or if necessary by majority vote of the
members present. The Nominating Ad Hoc Committee shall dissolve at the
conclusion of the regular November meeting.
The
Board of Directors shall appoint a Web Site Committee and web master to
assist the Coalition in creating and maintaining the Coalition’s web
site, currently located at http://www.birminghammetrodiversitycoalition.org/.
The web master need not be a member of the Coalition. Responsibilities
of the committee and web master shall include creating and updating a
web site to include minutes, reports, announcements, and other documents
of the Coalition as determined by the officers. The web master also
shall be responsible for appropriate security and control of the web
site consistent with Coalition policies.
The
Finance Committee is responsible for developing and reviewing fiscal
procedures, a fundraising plan, and annual budget with staff and the
Coalition. The Coalition must approve the budget, and all
expenditures must be within the budget. The fiscal year shall be a
calendar year commencing January 1 and ending December 31.
Quarterly reports are required to be submitted to the Coalition showing
income, expenditures and pending income. The financial records of
the Coalition are public information and shall be made available to the
Coalition members and the public. The Treasurer shall chair the Finance
Committee, assist in the preparation of the budget, help develop
fundraising plans, and make financial information available to Coalition
members. The Treasurer shall make a report at each Coalition meeting.
ARTICLE
X
Parliamentary
Authority
The
Coalition shall model harmony for the broader community by governing
itself to the greatest extent possible through consensus-building and
the expression of its collective will through acclamation. Should the
presiding officer in any Coalition meeting deem it necessary to invoke
parliamentary procedure, the rules contained in the current edition of
Robert's Rules of Order Newly Revised shall govern as consistent with
these bylaws and other special rules adopted by the Coalition.
ARTICLE
X
Amendment
of Bylaws
These
bylaws may be amended at any regular meeting of the Coalition by
consensus and acclamation or by a two-thirds vote of the members present
if necessary, provided that the amendment has been submitted in writing
at the previous regular meeting. Modifications to the amendment may be
made at the meeting at which a vote is taken.
