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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.
SECTION
3. OPERATING PRINCIPLES:
A.
Recognize,
articulate and support the premise that The Document Company - 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.
B.
Provide
support, advice, council and direction to local Xerox Black Females
C.
Establish
an effective method of communication among divisions, businesses and agencies
for all Black female employees.
D.
Provide
a mechanism to acquaint and familiarize employees with company policies and
employee development and training programs.
E.
Create
an atmosphere conducive to excellent job performance by all employees within
The Document Company - Xerox Corporation by providing strong positive
leadership and by espousing the value of healthy attitudes.
F.
Ensure
and maintain a Black presence within The Document Company - Xerox where
employees are provided opportunities to contribute and to fully realize their
potential.
G.
Emphasize
to the membership the importance of fully developing individual potential; to
stress the aggressive pursuit of all education and training opportunities
available for The Document Company - Xerox employees and community at large.
H.
Offer
support and assistance to Black female employees and Blacks within the
communities who are affected by discriminatory practices that inhibit their
contributions.
I.
Provide
educational training, financial aid and corporate counseling to Blacks outside
Xerox to assist in the betterment of society.
ARTICLE III.
MEMBERSHIP
SECTION 1. General
Membership: All females of African origin, who is employed by Xerox,
it’s subsidiaries or affiliates, which subscribes to the purpose of this
Organization.
ARTICLE IV.
BWLC BOARD
SECTION 1. The
BWLC Board shall consist of no less than 11 members and more than 21 members
which includes 5 board officers of BWLC organization and 1 foundation
member. Total board will consist of an
odd number of people with 40% in non-band B positions. Board members serve a 2-year term with the
option to extend 1-2 years. Board member
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 Conference agenda, format, content
and location.
SECTION 4. The
BWLC Board shall 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 affected local Xerox Black Caucus organization(s).
SECTION 6. Shall
be responsible for selecting the Corporate Champion.
SECTION 7. Meetings: The BWLC Board shall meet four times per year. Notification regarding a meeting will be sent
sixty (60) days prior to the meeting, with a follow-up one- (1) month as well
as one (1) week prior to the meeting.
The agenda shall be determined by the Chairperson, with input from the
Board, and published by the Secretary.
The meetings will take place in February (2 day planning meeting), May
(conference call), August (at the National conference) and October (conference
call).
SECTION 8. Quorum: A quorum shall consist of one-half (1/2) of
the BWLC Board plus one (1) for all voting decisions.
ARTICLE V. BOARD OFFICERS
SECTION 1. The
Board shall consist of the Chairperson, and a Co-Chairperson, a Secretary, a
Treasurer and a Communications Officer who are elected from the Board.
SECTION
2. Duties and Responsibilities:
A.
Recommend
policy for the Organization and maintain the constitution and bylaws.
B.
Set
BWLC objectives for the calendar year and long-range goals and plans for future
development.
C.
Shall
determine allocation of BWLC funds within the organization.
D.
Provide
a forum for proactive and/or reactive procedures.
E.
Meet
with Corporate Champion at least on an annual basis to discuss items of mutual
interest and concern.
SECTION
3. The following are the offices of
BWLC. The BWLC Board will select each
office.
A.
CHAIRPERSON. 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 also, 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 incident to the office of Chairperson. Shall stand responsible to the Board for the
satisfactory operation of the Organization in accordance with these
bylaws. Shall make Board Officer
appointments 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 Organization 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 Chairperson (or her
designee) shall officially represent the Organization at meetings of other
organizations/associations, which espouse similar purposes.
The present Co-Chairperson fills
chairperson. Chairperson
shall serve a term of 2 years.
B.
CO-CHAIRPERSON:
Shall, as requested or required, fill the responsibilities of
Chairperson. Shall have responsibility
for the administrative operations of the Organization. Shall work with the
membership the Annual Conference. She shall preside over the planning for the
BWLC Day at the National Conference. Shall
perform other duties as may be prescribed by the Board Officers.
Co-Chairperson is an elected position and shall replace the chair at the end of
her term.
C.
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 Board Officer: under
direction of Board Officer shall disburse funds. Shall keep books and accounts of the
Organization and report the financial status of the Organization quarterly to
the Board. The account shall be audited
annually by the Board. Shall sign with
the consent of the Chairperson contracts or other committing documents
authorized by the Board, and checks for the disbursement of Organization
funds. Shall arrange the orderly
transition of the Organization’s bank accounts to the new administration at the
end of her time of office. Shall arrange
for the bonding of Chairperson and Co-Chair at the expense of the Organization,
in such a sum, as the Board shall prescribe, should such bonding become
appropriate.
Treasurer is an elected position that shall
serve a term of two years with the option for a 2-year extension.
D.
SECRETARY.
Shall keep an accurate record of the proceedings of all meetings of the
Organization, the Board, and of any committees when so requested. Board members
and Board Committee members shall be responsible for the issuance of notices
for all regular and special meetings of the Board. Shall be the key contact for the
website. Shall perform other duties as
prescribed by the Board.
Secretary is an elected position that shall serve a term of two years with the option for
a 2-year extension.
E.
COMMUNICATION
OFFICER: Shall assist the Secretary in maintaining a list of all
members, Board Members and update the DL.
Shall be responsible for the communication of Regular and Special
Meetings and other meetings convened by the Chairperson or her designee. Shall assist and/or substitute for the
Secretary as required. Shall perform
other duties as prescribed by the Board.
Communication Officer is an elected position that shall serve a term of two years with the option for
a 2-year extension.
SECTION 4. VACANCIES: The BWLC Board will be responsible for
filling vacancies. The BWLC Board can
select someone to act in the role of the vacant office, as it deems necessary.
SECTION
5. 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 four (4) elected positions on the Board:
A.
Co-Chairperson
B.
Treasurer
C.
Secretary
D.
Communication
Officer
SECTION
2: The following process will be followed
for candidates to be nominated for any of the four
(4) elected positions on the BWLC Board
A.
Nominations
must be submitted to the Board Secretary a minimum of 30 days prior to the
August meeting.
B.
Each
Board member will bring to the August meeting one (1) vote for each of the
newly nominated Board positions.
SECTION
4: The following minimum criteria must be
met by each nominee:
A.
All
Nominees must be active Board members.
“Active” participation as defined by the BWLC
Board.
B.
Nominees
for office of the Co-Chair must be a minimum Grade Level Band B.
C.
Nominees
for the office of Secretary and Communication Officer must have access to Xerox
PC Mail and the Internet.
D.
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 FOCAL POINTS
SECTION 1. Focal
Points are 1-3 members of BWLC selected from the following key cities:
SECTION 2. BWLC
Focal Points may officially represent the organization at local meetings of
other organizations/associations who espouse similar purposes.
SECTION
3. Focal Points are responsible
for the following activities:
·
Participate
in and attend a minimum of two (2) BWLC Board meetings.
·
Shall
publish and make known the time, place and agenda of any local activities.
·
Shall
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 Focal
Points shall occur at the BWLC Board’s discretion. Focal Points may or may not be board members, and shall serve a term of two (2) years with the option for a two-year extension.
ARTICLE VIII. SENIOR ADVISORY COUNCIL
SECTION
1. The Advisory Board shall consist of two
to four Senior Black Women in the Corporation.
SECTION
2. Shall be responsible for the following:
·
Providing
feedback on BWLC’s effectiveness
·
Guide
the Board in identifying opportunities for success
·
Be in a
visible position to support the organization
·
Participates
in board meetings and planning sessions
·
Be an
effective influencer within and without the organization
·
Positively
promote the value of BWLC
SECTION 3. ELECTION/APPOINTMENTS
AND TERMS: Shall be selected and recruited by the
Board. They shall serve a two-year term.
ARTICLE IX.
NATIONAL CONFERENCE
SECTION
1. There shall be a National Conference in
conjunction with NBEA held annually.
SECTION 2. The
goal for BWLC in National Conference will be to foster the mission and vision
of the organization.
There will be a designated day during the conference identified as “BWLC
Day.”
SECTION
3. The final budget should be submitted no
later than one hundred and eighty (180) days prior to the date of the
Conference. All of the expenses
associated with BWLC at the joint conference will be fully funded by BWLC. All other contributions to the national
conference 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
3. Funds will be
used per Board approval for the following:
·
Teleconference
Calls
·
Conference
Funding
·
(refer
to Financial Addendum)
SECTION
4. 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 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 Board officers.
Adopted in
City / State
Date
Approved in
City / State
Date