BYLAWS OF THE SOUTH CAROLINA CHAPTER AMERICAN ASSOCIATION OF BLACKS IN ENERGY (AABE)

Transcription

1 ARTICLE I: NAME... 3 ARTICLE II: PURPOSE AND OBJECTIVES... 3 SECTION 1. PURPOSE... 3 SECTION 2. OBJECTIVES... 4 ARTICLE III: OFFICES... 4 ARTICLE IV: SEAL... 4 ARTICLE V: MEMBERS... 5 SECTION 1. MEMBERSHIP... 5 SECTION 2. DUES... 5 SECTION 3. VOTING RIGHTS... 5 SECTION 4. TRANSFER/WITHDRAWAL OF MEMBERSHIP... 6 SECTION 5. ATTENDANCE... 6 ARTICLE VI: MEETINGS OF CHAPTER MEMBERSHIP... 6 SECTION 1. FREQUENCY, TIME, PLACE OF MEETINGS... 6 SECTION 2. QUORUM... 6 SECTION 3. MANNER OF ACTING... 7 SECTION 4. PROXIES... 7 ARTICLE VII: OFFICERS... 7 SECTION 1. GENERAL... 7 SECTION 2. REMOVAL... 7 SECTION 3. VACANCIES... 8 SECTION 4. DUTIES OF OFFICERS... 8 SECTION 5. PRESIDENT... 8 SECTION 6. EXECUTIVE VICE PRESIDENT... 8 SECTION 7. VICE PRESIDENT - SERVICES... 9 SECTION 8. VICE PRESIDENT - RESOURCES... 9 SECTION 9. RECORDING SECRETARY... 9 SECTION 10. CORRESPONDING SECRETARY... 9 SECTION 11. TREASURER... 9 SECTION 12. PARLIAMENTARIAN ARTICLE VIII: ADMINISTRATIVE PROVISIONS SECTION 1. EXECUTION OF INSTRUMENTS SECTION 2. LOANS SECTION 3. DEPOSITS SECTION 4. CHECKS, DRAFTS, ETC ARTICLE IX: COMMITTEES SECTION 1. APPOINTMENT SECTION 2. EXECUTIVE COMMITTEE SECTION 3. STANDING COMMITTEES ARTICLE X: AMENDMENTS Amended: September

2 ARTICLE XI: MISCELLANEOUS SECTION 1. ACCOUNT BOOKS, MINUTES, ETC SECTION 2. FISCAL YEAR SECTION 3. UNIVERSAL PRONOUN SECTION 4. RULES OF ORDER ARTICLE XII: DISSOLUTION Amended: September

3 ARTICLE I: NAME The name of the Corporation shall be - AMERICAN ASSOCIATION OF BLACKS IN ENERGY, INC. (Hereinafter called the Chapter. ) ARTICLE II: PURPOSE AND OBJECTIVES Section 1. Purpose The purpose of the South Carolina Chapter of the American Association of Blacks in Energy (hereinafter called the Chapter ) is organized exclusively for charitable, religious, educational, and scientific purposes under Section 501(c)3 of the code, 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. The specific purposes are as follows: To serve as a resource for policy discussion of the economic, social and political impact of environmental and energy policies on African Americans and other minorities. To ensure involvement of African Americans in governmental energy policymaking by recommending capable sensitive and informed personnel to appropriate officials. To encourage both the public and private sectors to be responsive to the problems, goals and aspirations of African Americans in energy-related fields. To encourage African American students to pursue careers in energy-related fields and to provide scholarships and other financial aid for such students. No part of the net earnings of the Chapter 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 carrying 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 Chapter shall not carry on any other activities not permitted to be 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, Amended: September

4 contributions to which are deductible under section 170 (c) 2 of the Internal Revenue Code, or corresponding section of any future federal tax code. The objectives are: Objectives a) To strengthen and increase the membership s expertise in matters involving energy use and research, the ownership of energy resources, and the development of energy technologies in South Carolina and a national level. b) To foster the professional development of the membership by increasing their energy and public awareness and consequently their worth and value as employees of energy-related industries. c) To increase the membership s participation in community, governmental, and legislative affairs related to energy policy development. d) To act as a resource to energy-related industries for data, information, and knowledgeable individuals on energy-related professionals. e) To become a part of a national network of energy-related professionals. f) To become good ambassadors and representatives of their company, demonstrating the company s concern for minority issues and affairs. g) To act as a resource for the location of and encouragement of the utilization of minority businesses and professionals in energy-related industries. h) To sponsor or otherwise support seminars, conferences, and other discussions of energyrelated issues. i) To promote the interest of youth in employment opportunities with energy-related industries. j) To bridge the gap between the Company and the community wherever needed. k) To serve as a resource to the community for technical and professional role models and expertise. ARTICLE III: OFFICES The principal office of the Corporation shall be at 1426 Main Street, Columbia, South Carolina, and at such other places within and without the State of South Carolina, as may be from time to time, determined by the Executive Committee. ARTICLE IV: SEAL Amended: September

5 The seal of the Corporation shall be circular in form with the words SOUTH CAROLINA CHAPTER - AABE and SOUTH CAROLINA around the circumference thereof and the words Corporate Seal across the center, and may be applied either by scroll in ink or by an impression seal. The seal shall be stamped or affixed to such documents as may be prescribed by law or custom or by the Executive Committee. ARTICLE V: MEMBERS Section 1. Membership All members of this Chapter must reside within the state of South Carolina. The term of membership is based on the calendar year. Membership is open on an individual basis to the following: a) Managerial and professional employees and owners of energy-related businesses, and businesses engaged in research and development, exploration, refining and marketing of primary energy resources such as oil, metal, gas, coal, hydroelectric, nuclear, and solar; b) Consultants who offer expertise primarily in energy-related disciplines serving the energy industry, or serving national governmental agencies; c) Managerial and professional employees of industry related trade associations; d) Educators in the disciplines related to the above categories; and e) Federal, state and local government officials having energy-related responsibilities. f) Current members who are in good standing are eligible to have their membership renewed. Active participation in activities and functions of the Chapter is a prerequisite for continued membership in the Chapter. Dues The Chapter may establish dues for Chapter membership in such amounts as it may deem appropriate subject to approval by the National AABE Board of Directors. Section 3. Voting Rights Whenever a vote of the Chapter membership is required, each Chapter member in good standing shall be entitled to a single vote. Amended: September

6 Any member who is not current with the payment of dues, up to and including the current quarter, is not in good standing and will lose all voting privileges until such dues are paid. Payment of all current dues and arrearages will automatically reinstate the voting privileges for that member. Section 4. Transfer/Withdrawal of Membership Membership in the Chapter is not transferable or assignable to another person. Upon the death or resignation of a member, the membership shall wholly cease and expire. Withdrawal from membership may be accomplished by letter to the Recording Secretary of the Chapter. Section 5. Attendance All officers shall be required to attend seventy-five (75) percent of all regularly scheduled meetings in order to retain his office in the Chapter. Excused absences shall be allowed. All requests for excused absences shall be forwarded to the Executive Committee for acceptance or rejection. Officers who fail to comply with this Section will be subject to removal under Article VII, ARTICLE VI: MEETINGS OF CHAPTER MEMBERSHIP Section 1. Frequency, Time, Place of Meetings The Chapter shall meet at such frequencies, times, and places as the Chapter may deem appropriate. Quorum One quarter of the Chapter membership in good standing, present in person or represented by proxy, shall constitute a quorum at any meeting. If a quorum is not established at the meeting, a majority of the Chapter membership present may adjourn the meeting without further notice. Amended: September

7 Section 3. Manner of Acting A majority of members entitled to vote and present or represented by proxy at a meeting in which a quorum is present shall decide any question brought before the meeting unless a greater number of votes is required by law, by the AABE Articles of Incorporation, or by these Bylaws. Section 4. Proxies At any meeting of the Chapter, any member entitled to vote may vote by proxy executed in writing by the member or by his or her duly authorized attorney. The proxy shall be filed with the Secretary before or at the time of the meeting. No proxy shall be valid after 30 days from the date of its execution. ARTICLE VII: OFFICERS Section 1. General The officers of the Chapter shall be a President, an Executive Vice President, a Vice President - Resources, a Vice President - Services, a Recording Secretary, a Corresponding Secretary, a Treasurer, and a Parliamentarian. Upon ratification of these Bylaws by the National AABE Board of Directors, the Chapter shall hold elections for officers whose terms shall expire one year after election to office and upon the holding of new elections. In December of each year, the officers shall be elected by a majority vote of the Chapter members present and entitled to vote. The exception is that the office of the President shall be filled at term expiration by automatic succession of the Executive Vice President. A person may hold any two offices except that no person shall simultaneously hold the office of President and Vice President or Treasurer. In all cases where the duties of any officer, agent or employee are not described by the Bylaws the officer or agent shall follow the orders and instructions of the President. Removal Any officer may be removed by the Chapter membership with or without cause by a majority vote of two-thirds (2/3) of the membership entitled to vote, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contract rights. Amended: September

8 Section 3. Vacancies A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by a majority of Chapter members present and entitled to vote. Section 4. Duties of Officers The powers and duties of Chapter officers shall correspond to the functions specified for AABE Officers, subject to the functional limitations imposed by Chapter status. Section 5. President The President shall have the following duties and powers: a) Shall be the chief executive officer of the Chapter, and, subject to the authority of the National AABE Board and directions of the Chapter shall have general charge of the business, affairs and property of the Chapter and general supervision over its officers, employees and agents. b) Shall preside at all meetings of the membership. c) Subject to the directions of the AABE Board of Directors and the Chapter, shall exercise all powers and perform all duties incident to the office of a president of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned by the Chapter. d) Shall have veto authority over all appointments. The presidential veto may be overturned by two-thirds (2/3) of the membership entitled to vote. e) Shall present a proposed budget for approval by the membership by November 30. Section 6. Executive Vice President The Executive Vice President shall serve the role of Vice President and shall exercise such powers and perform such duties as from time to time may be assigned by the Chapter or the President. At the request of the President or in his or her absence or disability, the Vice President shall perform all the duties of the President and, when so acting, shall have the powers of and be subject to all the restrictions upon the President. The Executive Vice President is responsible for the day-to-day operations of the Chapter. The Executive Vice President shall automatically succeed to the President at term expiration. Amended: September

9 Section 7. Vice President - Services The Vice President - Services shall, subject to the presidential veto authority, appoint the Chairperson of the Membership, Public Relations, and Youth Services Committees and shall coordinate the activities of these committees and perform all other duties as may be assigned by the Chapter or the President. Section 8. Vice President - Resources The Vice President - Resources shall, subject to the presidential veto authority, appoint the Chairpersons of the Professional Development, Program, and Fund Raising Committees and shall coordinate the activities of these committees and perform all other duties as may be assigned by the Chapter or the President. Section 9. Recording Secretary The Recording Secretary shall have the following powers and duties: a) Shall keep or cause to be kept a record of all the proceedings of the meetings of the membership in books provided for that purpose. b) Shall be the custodian of the records of the Chapter by establishing archives and updating them quarterly. c) Shall have charge of the Chapter s Attendance Roster. d) Shall perform, in general, all duties incident to the office of Recording Secretary and such other duties as may be given by these Bylaws or as may be assigned from time to time by the Chapter or President. Section 10. Corresponding Secretary The Corresponding Secretary shall have the following powers and duties: a) At the request of or in the absence of the Recording Secretary, the Corresponding Secretary shall perform all the duties of the said office. b) Shall keep a current record containing the names, addresses, and telephone numbers of all members of the Chapter. c) Shall be responsible for Chapter correspondence and notifications required in carrying out the business of the Chapter. Section 11. Treasurer The Treasurer shall have the following powers and duties: Amended: September

10 a) Shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Chapter. b) Shall cause the moneys and other valuable effects of the Chapter to be deposited in the name and to the credit of the Chapter in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with these Bylaws. c) Shall cause the moneys of the Chapter to be disbursed by checks or drafts (signed as provided by these Bylaws) upon the authorized depositaries of the Chapter and cause to be taken and preserved proper vouchers for all moneys disbursed and received. d) Shall be the principal accounting officer of the Chapter and, as such, shall keep complete books and records of account, give such information to the Treasurer of AABE and prescribe and maintain an adequate system of internal audit. e) Shall render to the Chapter or the President, whenever requested, a statement of the financial condition of the Chapter and of all his or her transactions as Treasurer, and render a full financial report to a meeting of the Chapter, if called upon to do so. f) Shall be empowered from time to time to require from all officers or agents of the Chapter reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Chapter. g) Shall perform all duties incident to the office of Treasurer, and such other duties as from time may be assigned by the Chapter or President. Section 12. Parliamentarian The Parliamentarian shall ensure that all meetings and proceedings of the Chapter are conducted in accordance with the current edition of Roberts Rules of Order and in accordance with the Bylaws or any other special rules of order the Chapter may adopt. ARTICLE VIII: ADMINISTRATIVE PROVISIONS Section 1. Execution of Instruments Except as otherwise provided in a resolution adopted by the Chapter, the President may enter into any contract or execute and deliver any instrument in the name and on behalf of the Chapter. The Chapter may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Chapter. Any such authorization may be general or limited to specific contracts or instruments. Amended: September

11 Loans No loan or advance shall be contracted on behalf of the Chapter, and no note, bond or other evidence of indebtedness shall be executed or delivered in its name, except as may be authorized by the Chapter. Any such authorization may be general or limited to specific loans or advances, or notes, bonds or other evidence of indebtedness. Any officer or agent of the Chapter so authorized may effect loans and advances on behalf of the Chapter, and in return for any such loans or advances may execute and deliver notes, bonds or other evidence of indebtedness of the Chapter. No loans may be made by the Chapter to officers and any officer who assents to or participates in the making of any such loan shall be liable to the Chapter for the amount of such loan until the repayment thereof. Section 3. Deposits Any funds of the Chapter may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Chapter, or by such officers or agents as may be authorized by the Chapter to make such determination. Section 4. Checks, Drafts, Etc. All notes, drafts, bills of exchange, acceptance, checks, endorsements and other evidences of indebtedness of the Chapter, and its orders for the payment of money, shall be signed by such officer or officers or such agent or agents of the Chapter, and in such manner, as the Chapter from time to time may determine. ARTICLE IX: COMMITTEES Section 1. Appointment The President may appoint such standing or temporary committees as may from time to time be deemed suitable, necessary or convenient to and in accomplishing the purpose of this Chapter. Amended: September

12 Executive Committee There shall be an Executive Committee consisting of the officers of the Chapter and the Chairpersons of the standing committees or any other member appointed by the President. The Executive Committee may act on behalf of the membership as required between meetings of the membership. However, all such actions must be ratified by a majority of the full membership at the next regular meeting. All expenditures authorized by the Executive Committee must be in accordance with an approved budget. Section 3. Standing Committees There will be the following standing committees: Executive Committee consisting of the elected and appointed officers of the Chapter, Professional Development, Program, Fund Raising, Membership, Public Relations, and Youth Services with duties and responsibilities as may be assigned by the President, the Vice Presidents, or the Chapter. ARTICLE X: AMENDMENTS The Chapter, subject to approval by the National AABE Board, shall have power to amend and repeal the Bylaws of the Chapter, in whole or in part, at any meeting of the Chapter, provided such amendment or repeal is ratified by the affirmative vote of two-thirds (2/3) of the Chapter members entitled to vote. Notice to members shall be given as required by law. ARTICLE XI: MISCELLANEOUS Section 1. Account Books, Minutes, Etc. The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Executive Committee and other committees. All books and records of the Chapter may be inspected by any member for any proper purpose at any reasonable time. Amended: September

13 Fiscal Year The Chapter s book of account shall be kept on the basis of the calendar year. Section 3. Universal Pronoun Any and all references herein to he shall be deemed to include both the masculine and feminine gender. Section 4. Rules of Order The business of the Chapter shall be conducted in accordance with the Bylaws as stated herein and as prescribed by Robert s Rules of Order. ARTICLE XII: DISSOLUTION Upon the 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 Richland County in which the principal office is located, exclusively for the purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. In the event of dissolution, the Chapter shall after necessary expenses thereof be distributed to the National AABE--a duly recognized exempt organization under IRS Section 501(c) 9. If for any unforeseen reason any such assets cannot be so disposed of, then they shall be distributed among such organizations as will qualify at that time as exempt organizations as describe in IRS Code section 501(c ) 3 as the directors will determine. If the assets cannot be distributed to National AABE or by the Board of Directors, then the assets shall be distributed to charitable organizations as determined by a court of competent jurisdiction of the county in which the principal office of the Chapter is located. Amended: September