Constitution and Bylaws of The

BLACK WOMEN’S LEADERSHIP COUNCIL

ARTICLE I. NAME

SECTION 1.

The name of the Organization shall be Black Women’s Leadership Council, also known as BWLC.

SECTION 2.

The primary location of the Organization shall be the United States.

ARTICLE II. PURPOSE

SECTION 1. VISION STATEMENT:

We have reached our desired state when Xerox Corporation recognizes the importance of Black women and our value to the success of the corporation. Black women are visibly rewarded and recognized by having representation and leadership within all Xerox organizations at every level. Mentorship and sponsorship of Black women are standard practices that are utilized by the entire Xerox family.

SECTION 2. MISSION STATEMENT:

BWLC serves as a catalyst to advance professional growth and development for Black women.

SECTION 3. OPERATING PRINCIPLES:

• Recognize, articulate and support the premise that Xerox Corporation has a legal, moral and social responsibility to employ, develop, promote and retain Black personnel at every level of the Corporation, and to recognize that an aggressive Affirmative Action Program is fundamental to ensuring realization of that commitment.
• Provide support, advice, council and direction to local Xerox Black Females
• Establish an effective method of communication among divisions, businesses and agencies for all Black female employees.
• Provide a mechanism to acquaint and familiarize employees with company policies and employee development and training programs.
• Create an atmosphere conducive to excellent job performance by all employees within Xerox Corporation by providing strong positive leadership and by espousing the value of healthy attitudes.
• Ensure and maintain a Black presence within Xerox where employees are provided opportunities to contribute and to fully realize their potential.
• Emphasize to the membership the importance of fully developing individual potential; to stress the aggressive pursuit of all education and training opportunities available for Xerox employees and community at large.
• Offer support and assistance to Black female employees and Blacks within the communities who are affected by discriminatory practices that inhibit their contributions.
• Provide educational training, financial aid and corporate counseling to Blacks outside Xerox to assist in the betterment of society.

ARTICLE III. MEMBERSHIP

SECTION 1.

BWLC General Membership - All females of African origin reference details below:

• Eligibility:
  
  All females of African origin, who are employed by Xerox, which subscribes to the purpose of this Organization.
• Dues:
  
  BWLC membership dues are set by the Board and shall be reviewed and agreed upon on an annual basis. 100% of the dues will go to the national organization, payable upon the submission of membership and due annually. The annual amount is due at the time the application is processed and is non-refundable.
• Rights:
  
  BWLC members shall be entitled the right to attend designated meetings, participate in community involvement activities and the right to participate in the National BWLC SUMMIT as members.
• Application:
  
  All applications for membership of BWLC shall be made on forms provided by BWLC. A BWLC designated Officer shall receive all applications for membership and verify eligibility.

SECTION 2.

Friends of BWLC Membership – All females of African origin reference details below:

• Eligibility:
  
  Any non – employee of Xerox Corporation, who is a contract employee, employee of a Xerox customer, employee of a Xerox affiliate, family member of a BWLC member (minimum of a High School Junior) or employee of a BWLC Sponsor, who agrees to support BWLC’s Mission, Vision and Objectives is eligible for membership in BWLC. All Friends of BWLC members shall be required to conform with and abide by each of the provisions of these by-laws and other regulations as the Board may construct and to pay all dues promptly.
• Dues:
  
  Friends of BWLC membership dues are set by the Board and shall be reviewed and agreed upon on an annual basis. 100% of the dues will go to the national organization, payable upon the submission of membership and due annually. The annual amount is due at the time the application is processed and is non-refundable.
• Rights:
  
  Friends of BWLC members shall be entitled the right to attend designated meetings, participate in community involvement activities and the right to participate in the National BWLC SUMMIT as members. Friends of BWLC do not have the right to vote at regular or designated meetings, or the right to be nominated for any Executive Board, Chapter Director or Advisor Offices.
• Application:
  
  All applications for membership as a Friend of BWLC shall be made on forms provided by BWLC. A BWLC designated Officer shall receive all applications for membership and verify eligibility.

ARTICLE IV. BWLC BOARD

SECTION 1.

The BWLC Board (Executive and Extended) will consist of an odd number of members. Board members serve a 2-year term with the option to extend 1-2 years. Board members can not serve more than 4 consecutive years.

SECTION 2.

The BWLC Board will determine any policies or changes therein, within the limits of the bylaws, actively pursue its purposes and shall have discretion in the collection and disbursement of its funds.

SECTION 3.

The BWLC Board will provide input to the Annual/Bi Annual Summit agenda, format, content and location.

SECTION 4.

The BWLC Board will ensure that all constituencies are aware of the purpose and direction of the bylaws, and act in accordance with those BWLC bylaws.

SECTION 5.

The BWLC Board will only serve as a negotiator in conflict situations when requested by the BWLC Chapter Directors.

SECTION 6. Meetings:

The BWLC Executive Board shall meet monthly. The BWLC Executive Board and Extended Board will meet four times per year. The agenda will be determined by the President, with input from the Board, and published by the Secretary.

SECTION 7. Quorum:

A quorum shall consist of two-thirds (2/3) of the BWLC Board.

ARTICLE V. BOARD OFFICERS

SECTION 1.

The BWLC Executive Board shall consist of the President, Vice President, Secretary, Treasurer, and Communications Officer.

SECTION 2.

Duties and Responsibilities:

• Recommend policy for the organization and maintain the constitution and bylaws.
• Set BWLC objectives for the calendar year and long-range goals and plans for future development.
• Determine allocation of BWLC funds within the organization.
• Provide a forum for proactive and/or reactive procedures.
• Meet with Corporate Champion at a minimum of once a quarter to discuss items of mutual interest and concern.

SECTION 3.

The following are the offices of BWLC.

• PRESIDENT. Shall be the principal elective officer of the Organization, shall preside at all regular and Special Meetings of the Organization. She shall be a member ex-officio, with right to vote, of all committees except the Nominating Committee. She shall, at the Annual Conference of the Organization, and at such times as shall be deemed proper, communicate to the Organization, or to the Board Officers such matters, and make such suggestions as may in her opinion tend to promote the welfare and increase the usefulness of the Organization, and shall perform other duties as are necessarily incidental to the office of PRESIDENT. Shall stand responsible to the Board for the satisfactory operation of the Organization in accordance with these bylaws. The President will appoint the Vice President and appoint other board members upon vacancy of active term subject to Board approval. Shall sign with the Treasurer all contracts or other committing documents authorized by the Board and give consent to sign checks for the disbursement of Organizational funds. Shall, along with selected members of the Board, meet with Corporate Champion at least on a quarterly basis, to discuss items of mutual interest and concern. The PRESIDENT (or her designee) shall officially represent the Organization at meetings of other organizations/associations, which espouse similar purposes.
  • PRESIDENT shall serve a term of 2 years with the option for a 2-year extension.
  • Committee: The President shall serve on as on the Summit Executive Committee for decision making.
• VICE PRESIDENT: Shall, as requested or required, fill the responsibilities of PRESIDENT. Shall have responsibility for the administrative operations of the Organization. Shall work with the membership at the Annual or Bi Annual Summit. Shall perform other duties as may be prescribed by the Board Officers. VICE PRESIDENT is an appointed position by the PRESIDENT and shall replace the President at the end of her term. If the PRESIDENT leaves before term, then the VICE PRESIDENT shall assume the responsibility of PRESIDENT and appoint a new VICE PRESIDENT.
  • VICE PRESIDENT shall serve a term of 2 years with the option for a 2-year extension.
  • Committee: The Vice President shall participate in all Summit Executive Committee Meetings in the absence of the President.
• TREASURER. Shall collect and have charge of all funds due or belonging to this Organization and shall deposit it in bank or trust company approved by the President, under direction of the President shall disburse funds. Shall keep books and accounts of the Organization, develop the organization’s budget and report the financial status of the Organization at Executive Board meetings. The account shall be audited annually by the Executive Board. Shall sign with the consent of the PRESIDENT contracts or other committing documents authorized by the Executive Board, and checks for the disbursement of Organizational funds. Shall arrange the orderly transition of the Organization’s bank accounts to the new administration at the end of her term. Shall arrange for the bonding of PRESIDENT and VICE PRESIDENT at the expense of the Organization, in such a sum, as the Executive Board shall prescribe, should such bonding become appropriate.
  • Treasurer is an elected position that shall serve a term of 2-years with the option for a two-year extension.
  • Committee: The Treasurer shall develop budget for the Summit and participate in all Summit Executive Committee Meetings.
• SECRETARY: Shall keep an accurate record of the proceedings of all meetings of the Organization, the Board, and of any committees when so requested.Maintain a list of all members, Board Members and update the Internal Xerox Global distribution list and assist Director of Membership with Friends of BWLC distribution list. Shall perform other duties as prescribed by the Board.
  • Secretary is an elected position that shall serve a term of 2-years with the option for a 2-year extension.
• COMMUNICATIONS OFFICER: Shall assist the Secretary in maintaining a list of all members, Board Members and update the Internal Xerox Global distribution list and assist Director of Membership with Friends of BWLC distribution list. Shall be the key contact for the website. Shall be responsible for the communications and issuance of notices of Regular and Special Meetings and other meetings convened by the PRESIDENT or her designee. Shall assist and/or substitute for the Secretary as required. Shall perform other duties as prescribed by the Board.
  • Communications Officer is an elected position that shall serve a term of 2-years with the option for a 2-year extension.
  • Committee: The Communications Officer shall support BWLC Initiatives, Marketing Programs and Community Activities lead by BWLC Board Members.

SECTION 4. EXTENDED BOARD MEMBERS:

• DIRECTOR OF CHAPTER DEVELOPMENT: Shall assist in getting the BWLC local chapters established, functional, and energized. The director will be the interface between the executive board and the chapter directors to provide communications, direction, and support. The director will establish an effective communications process to disseminate information between the chapters.
• DIRECTOR OF COMMUNITY INVOLVEMENT: Shall be able to communicate the vision, mission, and purpose of BWLC to the internal/external community. The director will develop, oversee and help implement all community activities. She will also develop and execute future community involvement opportunities. The director will advocate, strengthen, encourage, and enable community members to get involved. The director will listen carefully to what the community is saying and provide feedback to the BWLC executive board on how to deal with community concerns.
• DIRECTOR OF MARKETING: Shall oversee BWLC’s marketing strategy. The marketing director will focus on increasing membership and enhancing the visibility of the organization. In addition, the marketing director will be responsible for analyzing data, proposing and implementing strategies.
• REGIONAL DIRECTORS: Shall be BWLC Extended Board members. Shall lead the charge for active participation and membership development in designated regions. This may require the Regional Director to become the Chapter Director for designated geography and/or recruit someone to take that role. Shall have a voice on the board and represent constituents of the designated region. Shall have leadership role in local programs and activities within their regions.
• DIRECTOR OF COMMUNICATIONS: Shall assist the Communications Officer. This position will work with the marketing director to create a key message platform for the organization, as well as, develop and execute the strategies necessary to increase awareness of BWLC. In addition, the Director of Communications will be responsible for working with the Secretary and the Communications Officer to communicate all activities, programs, and update the Web Board as specified by the Communications Officer.
• DIRECTOR OF PROGRAMS: Shall be responsible for working with the director of marketing and director of communications to develop and implement all programs. In addition, the program director will provide feedback to the board on effectiveness of each program.
• DIRECTOR OF TRAINING AND DEVELOPMENT: Shall serve as a catalyst to advance the personal and professional development of the BWLC members to address issues that are unique to black women in the Xerox workplace. The director of training and development will confer with the executive board to identify training and development needs based on BWLCs constituency’s feedback and opportunity areas.
• DIRECTOR OF MEMBERSHIP: Shall design and manage membership drive in conjunction with Regional Chapters. Shall manage new member orientation and welcome package. Shall provide financially active membership status to Regional Chapters, Board Secretary and Board Communications Officer. Shall maintain the currency and integrity of the membership list and databases and will refresh and publish membership by chapter. The Director of Membership is the liaison with BWLC Foundation President and updates the BWLC Board on current activities.

SECTION 5. VACANCIES:

Upon approval by the President the BWLC Board can fill vacancies. The BWLC Board may select someone to act in the role of the vacant office, as deemed necessary.

SECTION 6. REMOVAL:

The BWLC Board may request the removal of any officer on the Board. The removal of an officer will require a vote of the BWLC Board. An affirmative vote of two-thirds (2/3rd) of the Board Members present at a meeting is required for removal.

ARTICLE VI. ELECTION PROCESS

SECTION 1.

The Election Process covers the three (3) elected positions on the Board:

• Treasurer
• Secretary
• Communications Officer

SECTION 2.

The following process will be followed for candidates to be nominated for any of the three (3) elected positions on the BWLC Board

• Nominations must be submitted to the Board Secretary or President per designated date for voting during Board meeting.
• Each Board member has one (1) vote for each of the newly nominated Board positions.

SECTION 3.

The following minimum criteria must be met by each nominee:

• All Board Nominees must be active members of BWLC. “Active” participation as defined by the BWLC Board.
• Nominees for office of Vice President must be a minimum Grade Level Band B. The President will consider all nominees prior to her appointment of the Vice President.
• Nominees for the office of Secretary and Communications Officer must have access to Xerox PC Mail and the Internet.
• It is preferable that Nominees for the office of Treasurer have prior experience/expertise in financial management, financial analysis or in position(s) with responsibilities similar to those of the office of the Treasurer.

ARTICLE VII. BWLC CHAPTER DIRECTORS

SECTION 1.

Chapter Directors are members of BWLC and represent all regions.

SECTION 2.

Chapter Directors may officially represent the organization at local meetings of other organizations/associations who espouse similar purposes.

SECTION 3.

Chapter Directors shall be responsible for the following activities:

• Lead their local area/geography BWLC Chapter meetings.
• Publish and make known the time, place and agenda of any local activities.
• Actively and openly work with the Board to further the purpose of the BWLC as stated in the bylaws.
• Promote, encourage and motivate local members to become active participants in all BWLC functions.

SECTION 4. ELECTION/APPOINTMENT AND TERMS

:

Elections for the BWLC Chapter Directors shall occur at the BWLC Board’s discretion. Chapter Directors may or may not be board members, and shall serve a term of two (2) years with the option for a 2-year extension.

ARTICLE VIII. SENIOR ADVISORY COUNCIL

SECTION 1.

The Advisory Board shall consist of two to four Senior Black Women in the Corporation (which includes the exiting President).

SECTION 2.

The Advisory Board shall be responsible for the following:

• Provide feedback on BWLC’s effectiveness
• Guide the Board in identifying opportunities for success
• Be in a visible position to support the organization
• Participate in planned meeting with the President and other meetings as deemed necessary. Be an effective influencer within and without the organization
• Promote (positively) the value of BWLC

SECTION 3. ELECTION/APPOINTMENTS AND TERMS

:

The Senior Advisory Board shall be selected and recruited by the Executive Board. The Senior Advisory Board members shall serve a 2-year term, with the option for a 2-year extension..

ARTICLE IX. NATIONAL SUMMIT

SECTION 1.

There shall be a National Summit held annually/bi annually.

SECTION 2.

The goal for BWLC in National Summit will be to foster the mission and vision of the organization.

SECTION 3.

The final budget will be submitted no later than one hundred and eighty (180) days prior to the date of the Summit. All of the expenses associated with BWLCSummit will be fully funded by BWLC. All other contributions to the national Summit shall be negotiated.

ARTICLE X. FINANCE AND PROPERTY

SECTION 1.

The Organization shall not be operated for profit, and its entire properties, assets and funds shall be used only to accomplish the objectives and purposes specified in these bylaws. On dissolution of the Organization, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organization(s) selected by the BWLC Board. No parts of said funds should be distributed to members of the Organization.

SECTION 2.

Funds will be used per Board approval for the following:

• Teleconference Calls
• Summit Funding
• (refer to Financial Addendum)

SECTION 3.

Fiscal Year: January to December

ARTICLE XI. AFFILIATIONS

In furtherance of its purposes, the BWLC and the BWLC Foundation shall seek and maintain affiliations with BWLC and groups or organizations that support this organization’s purposes as outlined herein.

ARTICLE XII. AMENDMENTS TO BYLAWS

SECTION 1.

These bylaws may be altered, amended or repealed in whole or in part by the affirmative vote of two-thirds (2/3) of the BWLC Executive Board present at any annual meeting, or at any special meeting called for this purpose, or where such proposed actions have been incorporated in the notice of the meeting.

ARTICLE XIII. TRUSTEES OF THE ORGANIZATION

SECTION 1.

The trustees of the Organization shall be the Executive Board officers.