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Constitution and Bylaws of League@NCR
Ratified July 11, 1996
ARTICLE I.
Name
The name of this organization shall be League@NCR.
For all purposes the name LEAGUE shall be equally acceptable.
ARTICLE II.
Section 1.
Vision:
League@NCR will promote an inclusive work environment
that supports employees of all sexual orientations and gender
identities.
Section 2.
Objective:
The objective of League@NCR shall be to make NCR
a more comfortable and productive place for all employees, regardless
of sexual orientation or gender identity; to promote diversity
within the NCR workplace; and to provide support and advocacy
for all employees, their families and loved ones on issues regarding
sexual orientation or gender identity.
ARTICLE III.
Structure
Section 1. Each Chapter
shall name a Chapter Delegation consisting of two Seats, one each
for female and male representatives. It is not required that these
Seats be filled; either or both may be left empty at the discretion
of the Chapter.
Section 2. League@NCR
may conduct its meetings under either of the two structures described
in this Section.
The normal structure is the Assembly of Chapter Delegations,
wherein all Delegates may attend, make motions, and vote. In addition,
all Committee Chairpersons may attend and make motions, but are
not entitled to vote by virtue of being a Committee Chairperson.
The Chairs may also attend and make motions, and shall preside,
but are only entitled to a vote in the event of a tie, in which
case they may by consensus cast a tie breaking vote, in addition
to any votes they may have cast as Chapter Delegates.
Other individual members of League@NCR may also attend
an Assembly if the meeting facilities can accommodate them, but
may not make motions or vote.
Each Chapter Delegation may cast one Assembly vote
by consensus.
The Assembly may opt by majority vote to dissolve
itself and adopt instead the Tiered structure. Under this structure
the Chapters shall be grouped into Regions, each of which shall
form a Regional Council composed of the Chapter Delegations of
all Chapters within that Region. A motion to dissolve the Assembly
must be accompanied by a proposal for the assignment of the Chapters
into Regions. If the motion is adopted, the Tiered structure will
go into effect at the conclusion of the current Assembly meeting.
Each Regional Council shall meet within 30 days of the dissolution
of the Assembly and at its first meeting shall elect Officers.
Within the Regional council each Chapter Delegation
may cast one vote by consensus. Other individual members of League@NCR
may also attend a Regional Council meeting if the meeting facilities
can accommodate them, but may not make motions or vote. The Regional
Council shall also elect a Regional Delegation of two Seats, one
Seat each for female and male representatives.
These Seats will be filled by members of the Regional
Council. These Regional Delegates may be recalled at any time
by a majority vote of the Regional Council, and no fixed term
of service is implied.
The Regional Delegations of all the Regional Councils
are collectively termed the Central Council. The first meeting
of the Central Council may not be held within 30 days of the dissolution
of the Assembly unless all Regions have elected their Regional
Delegations.
The Regional Councils shall accept proposals from
the Chapters and, if they are found worthy of consideration, submit
them to the Central Council via the Delegations. The Central Council
may choose to delegate certain tasks to one or more Regional Councils.
Under the Tiered structure the Central Council assumes
the authority normally granted to the Assembly. Each Regional
Delegation may cast one Central Council vote by consensus and
all Regional Delegates may make motions. The Chairs may attend
and make motions, and shall preside, but are only entitled to
a vote in the event of a tie, in which case they may by consensus
cast a tie breaking vote, in addition to any votes they may have
cast as Regional Delegates.
Once the Tiered structure is adopted it shall remain
in effect until the Assembly is reconvened. Reconvention may be
done in either of two ways: by a majority vote of the Central
Council, or by a petition signed by a majority of the Chapters.
Section 3. The Assembly
or Central Council shall have the authority to make decisions
on all matters that affect more than one Chapter. On issues concerning
only one Chapter, that Chapter shall retain autonomy unless it
formally requests intervention by League@NCR. Should there be
disagreement as to whether an issue is local or affects more than
one Chapter, it shall be considered local unless a two thirds
majority vote of the Assembly or Central Council decides otherwise.
ARTICLE IV.
Members
Section 1. Membership
in League@NCR will consist primarily of organizations of NCR and
its subsidiaries which embrace League@NCR's objective. Such an
organization which joins League@NCR will be known as a Chapter.
Each Chapter shall be referred to with the name League@NCR- and
by appending an abbreviation suitable for the Chapter's identification;
e. g. , League@NCR-CB for Columbus Works, League@NCR-NI for Northern
Illinois.
An organization shall be defined as one or more individuals
within a defined geographic area.
The group of League@NCR members who are not members
of any local Chapter shall be termed the At Large Chapter. Further,
any person employed at, retired from, or on Long Term Disability
from NCR or its subsidiaries and not a member of a Chapter may
join this chapter.
Non-members shall be welcome to participate in the
work of League@NCR, but may not make motions, vote, or hold office.
An organization may join League@NCR by submitting
written application for membership to the Secretary, who shall
report at the next meeting of the Assembly or Central Council.
A majority vote of approval shall admit the organization to membership
as a Chapter.
The Secretary shall maintain lists of all Chapters.
The list of Chapters shall be a matter of public record.
At no time shall a Chapter be forced to maintain
a written list of members or report such a list to League@NCR
Section 2. The Assembly
or Central Council shall have the authority to levy initiation
fees or dues for membership in League@NCR, for individuals or
Chapters.
Section 3. Any Chapter
wishing to resign from League@NCR shall submit its resignation
in writing to the Secretary, who shall report at the next meeting
of the Assembly or Central Council.
Section 4. Any Chapter
which fails to attend two (2) consecutive Assembly meetings and
does not notify the Secretary prior to or on the day of the call
shall automatically be placed on Inactive status. The Chapter
shall be returned to Active status when a representative attends
the next meeting. A Chapter on Inactive status will be excluded
from the quorum count necessary to conduct the business of League@NCR.
Further, once a Chapter is Inactive for an extended period (to
be determined by the Co-Chairs) the Co-Chairs will attempt to
contact representatives of said Chapter to determine if the Chapter
desires to exit League@NCR. A Chapter may also request to go on
Inactive status by written notification to the Secretary of League@NCR,
and will be returned to Active status upon attending the next
Assembly meeting.
ARTICLE V.
Officers
Section 1. The Officers
of League@NCR shall consist of two Chairs, who shall also serve
as presidents of the Assembly and Central Council; a Secretary;
a Treasurer; a Regional Council Chairperson for each Region; and
a Regional Council Clerk for each Region.
The offices of Secretary and Treasurer shall exist
under both the Assembly and Tiered Structure, and will be occupied
by the same individuals under both structures. The Secretary and
Treasurer may make motions but may not vote by virtue of their
offices. The offices of Regional Council Chairperson and Regional
Council Clerk shall exist only under the Tiered structure.
These officers shall perform the duties prescribed
by these bylaws and by the parliamentary authority adopted by
League@NCR.
Section 2. The Assembly
or Central Council shall set the date for nominations for League@NCR's
offices. The Nominating Committee shall present to the Assembly
or Central Council a list of candidates for each office.
The nominees for the office of Chair shall be of
an appropriate gender to maintain one male and one female Chair
following the election.
The Assembly or Central Council shall also set the
date for election of new officers. In addition to the candidates
submitted by the Nominating Committee, nominations shall be accepted
from the floor. Nominees need not be members of the Assembly.
The date of the election shall be announced to the general membership
at least 30 days in advance.
At any time when the Assembly is dissolved and the
Tiered structure is adopted the Regional Councils shall, at their
first meeting and within 30 days of the dissolution, each elect
their Regional Delegations to the Central Council. Two Regional
Delegates shall be elected, one male and one female, and nominations
shall be accepted from the floor. All nominees must be Delegates
of Chapters belonging to that Region. At this time the Regional
Councils shall also each elect a Regional Council Chairperson
and Regional Council Clerk, who shall also be nominated from the
floor and who must be Delegates of Chapters belonging to that
Region. The Regional Councils shall, before the next July 1st,
elect officers and Regional Delegates for the next year's term.
Section 3. The Chairs
shall serve for two years or until their successors are elected;
their terms of office shall be staggered so that one Chair is
elected each year. All other officers shall serve for one year
or until their successors are elected. The term of office for
all officers shall begin on July 1st following their election.
Should an office become vacant, the Assembly or Central
Committee shall elect a replacement, who will serve out the remainder
of that officer's term. If the vacant office is one of the Chairs,
the replacement shall be of the same gender as the officer being
replaced.
Section 4. There shall
be no limit to the number of consecutive terms served by a member
in any office.
Section 5. The Chairs
shall have the authority to supervise the affairs of League@NCR
between its business meetings. The Assembly or Central Council
may call to question any action taken by the Chairs and may overturn
that action by majority vote. The Chairs are bound by all votes
of the Assembly or Central Council.
Either Chair shall have the authority to fix the
hour and place of meetings of the Assembly or Central Council.
The Chairs shall have the authority to establish
committees of their choosing, and these committees shall report
directly to them. The Chairs may delegate any of their duties
but shall remain responsible for the results of such delegations.
The Chairs shall be the primary points of contact
between League@NCR and other organizations and individuals with
which it transacts, and their names shall be distributed to all
organizations needing to contact League@NCR.
The Chairs shall decide between them how to divide
and/or delegate their workload.
Section 6. Upon petition
by at least one third of the entire Assembly or entire Central
Council, the recall of a Chair shall be debated. Following the
debate a vote of two-thirds majority of the entire body in favor
of recall will remove that person from office.
ARTICLE VI.
Meetings
Section 1. The Assembly
or Central Council, depending on the structure in effect at the
time, shall meet at least once per quarter.
The Assembly or Central Council may, during the course
of a meeting, fix the hour and place of its next meeting. If either
is not so fixed, it is left to the discretion of the Chairs. All
meetings must be announced at least fourteen days beforehand.
Regional Councils must meet within 30 days of the
dissolution of the Assembly. Afterwards, they may at any meeting
set the hour and place of their next meeting. If either is not
so fixed, it is left to the discretion of the Regional Council
Chairperson.
Either Chair can, in the event of an emergency, call
an Emergency Meeting of the Assembly or Central Council, or of
a Regional Council, setting the hour and place of that meeting.
A Regional Council Chairperson may also convene an Emergency Meeting
of her or his Regional Council. Emergency meetings require no
set advance notice, but rules of the quorum shall still apply.
Section 2. In any meeting,
a simple majority of the Delegations to the meeting body shall
constitute a quorum.
ARTICLE VII.
Committees
Section 1. All standing
committees named in these bylaws shall report, via the Committee
Chairperson or his or her designated alternate, at each meeting
of the Assembly or to the Central Council, depending on which
structure is in effect.
Membership in the committees shall be by appointment
of the Chairs. The Chairs can change committees, committee members
or the size of a committee at any time, and shall be ex officio
members of all committees except the Nominating Committee. Any
member of League@NCR may serve on a committee. If the Chairs do
not name a Committee Chairperson the committee shall elect one
from its membership.
Regional Councils may appoint their own committees
as desired. The Regional Council Chairperson shall determine the
size and membership of such committees, may name the Committee
Chairperson, and shall be ex officio a member of all such committees.
Section 2. The Finance
Committee shall be composed of the Treasurer and at least two
other members. The Finance Committee shall prepare the annual
budget for League@NCR and submit it to the Assembly or Central
Council.
Section 3. The Nominating
Committee shall be composed of at least five members. The Nominating
Committee shall seek out and nominate qualified candidates for
Chair, and may also propose members for committees. The Nominating
Committee shall work with the Diversity Committee to promote a
diverse list of candidates.
Section 4. The Diversity
Committee shall be composed of at least five members. The Diversity
Committee is charged with improving communications with and understanding
of the various communities which comprise League@NCR, NCR, and
its subsidiaries.
Section 5. The Conference
Planning Committee shall be composed of at least five members.
The Conference Planning Committee shall plan and organize the
annual League@NCR Conference.
Section 6. The Chairs
may create or eliminate committees, as necessary.
ARTICLE VIII.
Parliamentary Authority
The rules contained in the current edition of Robert's
Rules of Order shall govern League@NCR in all cases to which they
are applicable and in which they are not inconsistent with these
bylaws and any special rules of order League@NCR may adopt.
ARTICLE IX.
Amendment of Bylaws
Amendment of the constitution and bylaws requires
a two-thirds vote of the entire Assembly or Central Council, provided
that the proposed amendment has been submitted in writing at the
meeting of that body preceding the meeting at which the vote is
held. The proposed amendment must then be ratified by at least
two thirds of the Chapters within 90 days. Amendments may not
be proposed or voted upon at an emergency meeting.
Ratified this Thursday, July 11, 1996 by unaninimous
vote of the constitutional delegation.
AMENDMENT I.
Organizational Clarification
To fully comply with federal Internal Revenue Code,
the following amendment is offered as clarification of the organization.
League@NCR is organized exclusively for charitable
and educational purposes, including for such purposes, the making
of distributions to organizations that qualify as exempt organizations
under section 501( c) (3) of the Internal Revenue Code, or corresponding
section of any future federal tax code.
No part of the net earnings of the organization shall
inure to the benefit of, or be distributable to its members, trustees,
officers, or other private persons, except that the organization
shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in
furtherance of the purposes set forth in the purpose clause hereof.
No substantial part of the activities of the organization shall
be the carryon on of propaganda, or otherwise attempting to influence
legislation, and the organization shall not participate in, or
intervene in (including the publishing or distribution of statements)
any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of this document, the organization
shall not carry on any other activities not permitted to carried
on (a) by an organization exempt from federal income tax under
section 501 ( c) (3) of the Internal Revenue Code, or corresponding
section of any future federal tax code, or (b) by an organization,
contributions to which are deductible under section 170 ( c)(2)
of the Internal Revenue Code, or corresponding section of any
future federal tax code.
Amendment I ratified December 12, 1996 by unanimous
vote of League@NCR assembly.
AMENDMENT II.
Financial Dissolution
To fully comply with federal Internal Revenue Code,
the following amendment is offered as the organizational plan
of any necessary financial dissolution.
Upon dissolution of the organization, assets shall
be distributed for one or more exempt purposes within the meaning
of section 501 (c ) (3) of the Internal Revenue Code, or corresponding
section of any future federal tax code, or shall be distributed
to the federal government, or to a state or local government,
for a public purpose. Any such assets not disposed of shall be
disposed of by the Court of Common Pleas of the county in which
the principal office of the organization is then located, exclusively
for such purposes or to such organization or organizations, as
said Court shall determine, which are organized and operated exclusively
for such purposes.
Amendment II ratified December 12, 1996 by unanimous
vote of the League@NCR assembly.
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